Amendment No. 2 to Schedule 13D

-----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, QJ9rK4Nm1z3y6DDwx+UmBCXZf34ZUjhS+AUvm5nsrQffS8BQwRTr7n9+LWTv0qT/ rfjUg4hLBq50P0fEIOwCgw== 0001193125-05-210080.txt : 20051027 0001193125-05-210080.hdr.sgml : 20051027 20051027171343 ACCESSION NUMBER: 0001193125-05-210080 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 GROUP MEMBERS: QVT FINANCIAL GP LLC 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: 051160714 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QVT Financial LP CENTRAL INDEX KEY: 0001290162 IRS NUMBER: 113694008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-705-8800 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Neoforma, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

640475 10 7

(CUSIP Number)

Fati Sadeghi-Nejad, Esq.

General Counsel

QVT Financial LP

527 Madison Avenue, 8^th Floor, New York, NY 10022

(212) 705-8888

copies to: Knute J. Salhus, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

399 Park Avenue, New York, NY 10022

(212) 230-8800

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 25, 2005

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 640475 10 7


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial LP 11-3694008
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

8. Shared Voting Power

1,216,499 shares of common stock

9. Sole Dispositive Power

10. Shared Dispositive Power

1,216,499 shares of common stock


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,216,499 shares of common stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 5.87%
14.		Type of Reporting Person (See Instructions) PN

Page 2 of 6 pages

CUSIP No. 640475 10 7


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial GP LLC 11-3694007
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

8. Shared Voting Power

1,216,499 shares of common stock

9. Sole Dispositive Power

10. Shared Dispositive Power

1,216,499 shares of common stock


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,216,499 shares of common stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 5.87%
14.		Type of Reporting Person (See Instructions) OO

Page 3 of 6 pages

This Amendment No. 2 amends and supplements the Schedule 13D originally filed by QVT Financial LP (“QVT Financial”) and QVT Financial GP LLC on January 21, 2005, relating to the common stock, $0.001 par value per share (the “Common Stock”), of Neoforma, Inc. (the “Issuer”) held by QVT Fund LP (the “Fund”) and a separate discretionary account managed by QVT Financial for Deutsche Bank AG (the “Separate Account”), as amended by Amendment No. 1 thereto dated April 21, 2005 (the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated to read in its entirety as follows:

1,110,083 shares of Common Stock covered by this Schedule 13D were purchased by the Fund and the Separate Account between May 3, 2004 and January 18, 2005 for approximately $12.85 million. An additional 106,416 shares of Common Stock covered by this Schedule 13D were purchased by the Fund and the Separate Account between April 22, 2005 and July 12, 2005 for approximately $651,000. The source of funds for the purchases was cash available for investment held by the Fund and the Separate Account.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following paragraph:

On October 25, 2005, the Fund sent a letter to the Issuer, a copy of which is attached hereto and incorporated herein.

Item 5. Interest in Securities of the Issuer

The disclosure in Item 5 is hereby amended and restated to read in its entirety as follows:

(a) and (b). The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. QVT Financial is the investment manager for the Fund, which beneficially owns 1,005,158 shares of Common Stock. QVT Financial is also the investment manager for the Separate Account, which holds 211,341 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,216,499 shares of Common Stock, consisting of the shares owned by the Fund and the shares held in the Separate Account.

QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. The Covered Persons, as managing members of QVT Financial GP LLC, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.

Each of QVT Financial, QVT Financial GP LLC and the Covered Persons disclaim beneficial ownership of the 1,005,158 shares of Common Stock owned by the Fund and the 211,341 shares of Common Stock held in the Separate Account.

(c) The reported share amounts for QVT Financial and QVT Financial GP LLC reflect amounts as of the date hereof. None of the reporting persons has effected any transaction relating to the Common Stock during the past 60 days.

(d) Not applicable.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended by adding the following:

Exhibit 3 - Letter to Neoforma, Inc., dated October 25, 2005

Page 4 of 6 pages

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, complete and correct.

Dated: October 27, 2005


QVT FINANCIAL LP

By QVT Financial GP LLC, its General Partner

By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

QVT FINANCIAL GP LLC

By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

Page 5 of 6 pages

Appendix A

Covered Persons


Name of Covered Person	Principal Business Address	Principal Occupation

Daniel Gold	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Lars Bader	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Nicholas Brumm	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Tracy Fu	QVT Financial LP 527 Madison Avenue, 8^th Floor New York, New York 10022	Investment Management

Page 6 of 6 pages

EX-1 2 dex1.htm AGREEMENT OF JOINT FILING Agreement of Joint Filing

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D/A (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.


QVT FINANCIAL LP

By QVT Financial GP LLC, its General Partner

By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

QVT FINANCIAL GP LLC

By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

EX-3 3 dex3.htm LETTER TO NEOFORMA, INC., DATED OCTOBER 25, 2005 Letter to Neoforma, Inc., dated October 25, 2005

Exhibit 3

QVT Associates GP LLC

527 Madison Avenue, 8th Floor

New York, New York 10022

212 705-8888

October 25, 2005

By Facsimile & Overnight Courier

Neoforma, Inc.

3061 Zanker Rd.

San Jose, CA 95134

Attn: Robert J. Zollars, Chief Executive Officer

Re:

Demand For Stocklist Materials Pursuant To 8 Del. C. § 220

Dear Mr. Zollars:

QVT Fund LP (“QVT”) is the beneficial owner of stock of Neoforma, Inc., a Delaware corporation (the “Company”). Enclosed is a true and correct copy of a (redacted) statement from Deutsche Bank/Equity Prime Services reflecting QVT’s beneficial ownership of 1,005,158 shares of the Company’s common stock.

Pursuant to Section 220 of the General Corporation Law of the State of Delaware and the common law of the State of Delaware, QVT hereby demands under oath the right, during the usual hours for business, to inspect the following stocklist materials, and to make copies or extracts thereof:

1. A complete record or list of the Company’s stockholders (including any stock ledger), certified by the Company or its transfer agent, showing the names and addresses of each stockholder and the number of shares of common stock registered in the name of each such stockholder, in each case as of the most recent date available;

2. A magnetic computer tape list or disk of the holders of the Company’s stock requested in paragraph 1 above as of the most recent date available, together with such computer processing data as is necessary to make use of such magnetic computer tape or disk, and a printout of such magnetic computer tape for verification purposes;

3. A complete record or list of any participants in any employee stock purchase, ESOP, 401(k) or other plan for the purchase of shares, showing the name and address of each participant and the number of shares credited to the participant’s account; a magnetic tape or disk of this information with the same computer processing data as requested in paragraph 2 above; a correct and complete copy of all such plan documents, including any amendments thereto, and any contact information from such plan participants;

4. A list of all stockholders arranged in descending order by number of shares, showing the name and address of each stockholder;

5. All information in or which comes into the Company’s possession, custody or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, or nominees of any central certificate depository system concerning the names, addresses and number of shares of the Company’s stock held by the participating brokers and banks, including a breakdown of any holders in individual nominee names of Cede & Co., or other similar nominee, including respondent bank lists and participant lists;

6. All information in or which comes into the Company’s possession, custody or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, or nominees of any central certificate depository system relating to the names, addresses and telephone numbers of non-objecting beneficial owners of the Company’s stock (“NOBO’s”) in the format of a printout in descending order balance and on a magnetic computer tape or disk with the computer processing data that is necessary to make use of such magnetic computer tape or disk (such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 and/or Rule 14b-2 of the Securities Exchange Act of 1934, as amended, from Independent Election Corporation of America or ADP Proxy Services);

7. A stop list or stop lists relating to any shares of stock of the Company and any changes, additions or deletions from the date of the list provided in response to paragraph 1 above;

8. All daily transfer sheets showing changes in the names, addresses and number of shares of the Company’s stockholders which are in or come into the possession, custody or control of the Company or its transfer agent, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the stockholder list referred to above to the conclusion of the next meeting of stockholders of the Company;

9. To the extent the Company, or any person or entity acting on its behalf, maintains electronic mail addresses or other electronic contact information concerning the Company’s stockholders, all such information; and

10. In addition, the information and records specified in the foregoing paragraphs as of any record date for stockholder action set by the Company’s Board of Directors, bylaws, operation of law or otherwise, including all depository omnibus proxies and respondent bank proxies as of such record dates.

QVT further demands under oath the right, during the usual hours of business, to inspect (in person or by attorney or other agent) the following records and documents of the Company and to make copies or extracts thereof:

1. The agendas and minutes of meetings of the Company’s Board of Directors or any committee thereof, relating to the Company’s consideration and/or approval of the Agreement and Plan of Merger among Global Healthcare Exchange LLC, Leapfrog Merger Corporation and Neoforma, Inc., dated as of October 10, 2005 (the “Merger Agreement”), and any and all resolutions adopted by the Company’s Board of Directors or any committee thereof at any such meeting;

2. All records and documents reviewed, utilized or relied upon by the Company, its Board of Directors or any committee thereof in evaluating and/or approving the Merger Agreement, including without limitation any presentations made by any advisor to the Board of Directors or any committee thereof;

3. All valuations of or financial projections for the Company reviewed, utilized or relied upon by the Board of Directors or any committee thereof or prepared, reviewed or relied upon by any advisor to the Board of Directors or any committee thereof;

4. An unredacted copy of the Outsourcing Agreement dated as of October 10, 2005 among Novation, LLC, VHA Inc., University Healthcare Consortium, Healthcare Purchasing Partners International, LLC, and Global Healthcare Exchange, LLC (the “New Outsourcing Agreement”);

5. An unredacted copy of the Neoforma Outsourcing Agreement (as defined in the New Outsourcing Agreement) and any and all amendments thereto; and

6. All records and documents reviewed, utilized or relied upon by the Company, its Board of Directors or any committee thereof in evaluating the New Outsourcing Agreement.

QVT further demands that any modifications, additions or deletions to any and all information referred to in the numbered paragraphs above and provided pursuant to this demand be immediately furnished to QVT as such modifications, additions or deletions become available to the Company or its agents or representatives.

The purposes of this demand for inspection of the Company’s stocklist and other records are (1) to enable QVT to communicate with other Company stockholders regarding the proposed merger of the Company and Global Healthcare Exchange, LLC (the “Merger”); (2) to evaluate the Merger and/or potential actions against the Company, its directors or others regarding the decision to enter into the Merger Agreement; and (3) to evaluate the possible exercise of QVT’s right to appraisal under Section 262 of the General Corporation Law of the State of Delaware.

Please advise our counsel Knute Salhus, of Wilmer Cutler Pickering Hale and Dorr LLP at (212) 230-8800, and Catherine Dearlove, of Richards, Layton & Finger, P.A. at (302) 651-7700 as promptly as practicable when and where the items demanded above will be made available for inspection. Please be advised that QVT will bear the reasonable costs incurred by the Company in connection with the production of the information demanded.

The undersigned hereby authorize Knute Salhus, of Wilmer Cutler Pickering Hale and Dorr LLP and Catherine Dearlove, of Richards, Layton & Finger, P.A. and their respective partners, associates, employees and any other persons to be designated by them, acting together, singly or in combination, to conduct the inspection and copying herein demanded.

The undersigned hereby affirm under penalty of perjury that the statements set forth above are true and correct.


Very truly yours,

QVT FUND LP

By QVT Associates GP LLC, its general partner

By:		/s/ Lars Bader
Name:		Lars Bader
Title:		Managing Member

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member

cc:	Incorporation Services, Ltd., as registered agent for Neoforma, Inc. (by Hand Delivery)

Gordon K. Davidson, Esquire (via facsimile)

Douglas N. Cogen, Esquire (via facsimile)

David K. Michaels, Esquire (via facsimile)

Scott J. Leichtner, Esquire (via facsimile)

Adam D. Chinn, Esquire (via facsimile)

Benjamin D. Fackler, Esquire (via facsimile)

-----END PRIVACY-ENHANCED MESSAGE-----