-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIkcx5amfvxEdgU16x/pBf4NtTIKHX5KS4RLVjVzAoAKCdvM0WjGnMoYOepQpWRO ArP6x0z5f3aeFiAQQyqKqw== 0000914760-03-000208.txt : 20030923 0000914760-03-000208.hdr.sgml : 20030923 20030923165113 ACCESSION NUMBER: 0000914760-03-000208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSITY HEALTHSYSTEM CONSORTIUM CENTRAL INDEX KEY: 0001120797 IRS NUMBER: 363740243 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2001 SPRING ROAD STREET 2: SUITE 700 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6309541700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEOFORMA INC CENTRAL INDEX KEY: 0001096219 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770424252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58839 FILM NUMBER: 03906423 BUSINESS ADDRESS: STREET 1: 3061 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4086545700 MAIL ADDRESS: STREET 1: 3061 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: NEOFORMA INC/CA/ DATE OF NAME CHANGE: 20010918 FORMER COMPANY: FORMER CONFORMED NAME: NEOFORMA COM INC DATE OF NAME CHANGE: 19991004 SC 13D/A 1 u19433_13da1.txt SEPTEMBER 23, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 NEOFORMA, INC. -------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 640475 10 7 ----------- (CUSIP Number) KARIN LINDGREN, GENERAL COUNSEL UNIVERSITY HEALTHSYSTEM CONSORTIUM 2001 SPRING ROAD, SUITE 700 OAK BROOK, IL 60523 (630) 954-1700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 11, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. [x] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes). SCHEDULE 13D CUSIP No. 640475 10 7 1 NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) UNIVERSITY HEALTHSYSTEM CONSORTIUM; 36-3740243 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)/__/ (b)/__/ 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / ---- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ILLINOIS 7 SOLE VOTING POWER NUMBER OF SHARES 2,130,301* BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 2,130,301* 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,130,301* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / ---- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.16% (Based on 19,086,810 shares of Neoforma, Inc. common stock outstanding as of June 30, 2003) 14 TYPE OF REPORTING PERSON (See Instructions) CO - ----------------------------------------------------- *reflects a 1-for-10 reverse stock split effected in August 2001 and the sale of 75,000 shares in September 2003 pursuant to Rule 144. SCHEDULE 13D This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D (the "Schedule 13D") filed by University HealthSystem Consortium, an Illinois not for profit corporation ("UHC"), as initially filed on Schedule 13D on February 5, 2001, relates to shares of common stock, par value $.001 per share, of Neoforma, Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at 3061 Zanker Road, San Jose, California 95134. All capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION UHC's purpose in acquiring the Issuer's common stock referred to herein is to further its commercial relationship with the Issuer and to facilitate the Issuer's continued development of an internet-based purchasing platform for the benefit of UHC's member organizations. Other than as described below, UHC has no current plans to acquire or dispose of the Issuer's securities, except that UHC may from time to time distribute shares of the Issuer's common stock to its members as patronage dividends. Notwithstanding the foregoing, UHC reserves the right to change its investment intent from time to time or to sell or otherwise dispose of all or part of the Issuer's common stock that it beneficially owns in any manner permitted by law. UHC sold 62,500 shares of Issuer's common stock on September 11, 2003. UHC also sold 12,5000 shares of Issuer's common stock on September 15, 2003. Except as noted above, UHC has no current plans or proposal with respect to the Issuer in regard to any extraordinary corporate transactions, any sale or transfer of a material amount of assets of the Issuer, any change in the present board of directors or management of the Issuer, any change in the present capitalization, dividend policy, governing instruments, listing or deregistration of securities or other material change in the business or corporate structure of the Issuer or any similar action. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) UHC beneficially owns an aggregate of 2,130,301 shares of the Issuer's common stock, or 11.16% of the outstanding common stock of the Issuer based on 19,086,810 shares of the Issuer's common stock being outstanding as of June 30, 2003. UHC has sole power to vote, dispose and/or direct the disposition of all of such shares of common stock, except that its right to vote these shares is limited to the extent set forth in Item 6 hereof. (b) UHC has the sole power to vote, dispose of and/or direct the disposition of its 2,130,301 shares of the Issuer's common stock, which represents 11.16% of the common stock outstanding, except that its right to vote these shares is limited to the extent set forth in Item 6 hereof. None of the Covered Persons directly owns any of the shares of Common Stock reported on this Schedule 13D or has dispositive power with respect to such shares. However, by reason of their status as directors and/or executive officers of UHC, the Covered Persons may be deemed to be the beneficial owners of the shares of the Issuer's common stock owned directly or beneficially by UHC. UHC has been advised that each of the Covered Persons disclaims beneficial ownership of the shares of the Issuer's common stock from time to time owned directly or beneficially by UHC. (c) Except as set forth in Item 4, UHC has not effected any other transactions with respect to the Issuer's common stock in the past 60 days. (d) No person other than UHC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's common shares referred to herein. (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, correct and complete. Dated: September 23, 2003 UNIVERSITY HEALTHSYSTEM CONSORTIUM By: /s/ Mark Mitchell ------------------------------------------- Mark Mitchell, its Vice President, Finance ATTACHMENT Except as set forth below, (i) the principal business address of each of the Covered Persons of UHC is 2001 Spring Road, Suite 700 Oak Brook, IL 60523, (ii) the country of citizenship of each of the Covered Persons is the United States and (iii) each of the Covered Persons directly owns zero shares of the common stock of Neoforma.com, Inc.
NAME PRINCIPAL OCCUPATION PRINCIPAL ADDRESS/CITIZENSHIP/ # OF - ---- -------------------- ----------------------------------- SHARES OF NEOFORMA.COM., INC. COMMON ------------------------------------ STOCK OWNED ----------- Ron Anderson President and CEO of Parkland Health and Hospital System Albert Bothe Executive Director of University of Chicago Practice Plan of The University of Chicago Hospitals and Health Systems Robert J. Baker CEO of UHC Irene Cumming President and CEO of The University of Kansas Hospital Authority David J. Fine CEO of UAB Hospital R. Reed Fraley Vice President for Health Services of The Ohio State University Medical Center Richard Fullmer Executive Director of University of Utah Hospitals and Clinics Larry Gage President of National Association of Public Hospitals and Health Systems Michael Geheb, M.D. Professor of Medicine and VP for Institutional Advancement of Oregon Health & Science University Timothy M. Goldfarb CEO of Shands HealthCare R. Edward Howell Vice President and CEO of UVA Medical Medical Center of University of Virginia Health System Michael Karpf, M.D. Executive Vice President for Health Affairs of University of Kentucky Mark Mitchell Vice President, Finance of UHC William Petasnick President and CEO of Froedtert Hospital Len Preslar President and CEO of N.C. Baptist Hospitals, Inc. Michael Riordan President and CEO of The University of Chicago Hospitals and Health System Bruce Schroffel Director and CEO of Stonybrook University Hospital Lynn Schroth Executive Vice President of The Methodist Hospital Kathleen Sellick Executive Director of University of Washington Medical Center
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