-----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, MNOUKju2pEt6gAcbEpLU+ys7YoFWxhcQACWx/1mG/JuqQqWAxn0+gCF5O3k4L1T7 GIW9qsvqfNGyzn4UdiRHlA== 0000914760-05-000103.txt : 20050411 0000914760-05-000103.hdr.sgml : 20050411 20050411151105 ACCESSION NUMBER: 0000914760-05-000103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 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: 05743880 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_13da3.txt APRIL 8, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 3) 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) April 11, 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 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. [ ] 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). 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) N/A 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) 10.64% (Based on 20,020,000 shares of Neoforma, Inc. common stock estimated to be outstanding) 14 TYPE OF REPORTING PERSON (See Instructions) CO This Amendment No. 3 (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, and as amended by Amendment No. 1 on September 11, 2003, and as further amended by Amendment No. 2 on January 18, 2005 relates to shares of common stock, par value $.001 per share ("Common Stock"), of Neoforma, Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at -2- 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 Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: UHC has retained Lazard Freres & Co. as its financial advisor to assist UHC in considering alternatives involving the Issuer. There can be no assurance that any transaction involving the Issuer will occur, or, if so, on what terms. UHC has entered into the Waiver Amendment defined and described in Item 6 below. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As a result of engaging Lazard Freres & Co. pursuant to an agreement to which VHA, Inc. is also party, UHC may be deemed to be the beneficial owner of the shares of capital stock owned by VHA, Inc. UHC disclaims beneficial ownership of such shares of capital stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended and supplemented to add the following: Pursuant to Amendment No. 1 to Waiver dated April 7, 2005 amending the Waiver dated January 7, 2005 (the "Waiver Amendment") among Issuer, UHC and VHA, Inc. ("VHA"), the Issuer, VHA and UHC agreed to extend the termination date of certain provisions of such Waiver to July 7, 2005. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS References to and descriptions of the Waiver Amendment as set forth herein are qualified in their entirety by reference to the copy of the Waiver Amendment attached hereto in Exhibit 1 and incorporated herein in its entirety where such references and descriptions appear. Exhibit 1 - Amendment No 1. to Waiver dated as of April 7, 2005 among UHC, VHA, Inc. and the Issuer. [Signature on next page] -3- 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: April 11, 2005 UNIVERSITY HEALTHSYSTEM CONSORTIUM By: /s/ Mark Mitchell ------------------------------------------ Mark Mitchell, its Vice President, Finance -4- EX-1 2 u19433_13da3x991.txt AMENDMENT TO WAIVER AMENDMENT No. 1 to WAIVER ------------------------- AMENDMENT No. 1 to WAIVER, dated April 7, 2005, among NEOFORMA, INC. (formerly known as NEOFORMA.COM, INC.), a Delaware corporation, (the "Company"), VHA INC., a Delaware corporation ("VHA") and UNIVERSITY HEALTHSYSTEM CONSORTIUM, an Illinois corporation ("UHC"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company, VHA and UHC are parties to the Waiver dated January 7, 2005 (the "Original Waiver"); and WHEREAS, the parties desire to amend the Original Waiver as provided herein. NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and intending to be legally bound hereby, the parties agree as follows: Section 1. Amendment to Section 1 of the Original Waiver. Section 1 of the Original Waiver is hereby amended by replacing "April 7, 2005" with "July 7, 2005". Section 2. Status of Original Waiver. Except as expressly set forth herein, no provision or term of the Original Waiver is hereby waived, modified, amended or supplemented, and all such provisions and terms, as in effect on the date hereof, are hereby ratified and shall remain in full force and effect. Following the execution and delivery of the Amendment, all references to the Original Waiver shall mean references to the Original Waiver, as amended hereby. Section 3. Amendments; Waivers. This Amendment may not be modified or amended except by a written instrument signed by authorized representatives of each party and referring specifically to this Amendment. Any term, provision or condition of this Amendment may be waived in writing at any time by the party which is entitled to the benefit thereof. Section 4. Counterparts. This Amendment may be executed in counterparts, which together shall be considered one and the same agreement and each of which shall be deemed an original. Section 5. Governing Law. This Amendment shall be governed and construed under the internal laws of the State of Delaware as applied to agreements among Delaware residents entered into and performed entirely within Delaware, without reference to principles of conflicts of laws or choice of law. [Remainder of this page intentionally left blank] IN WITNESS WHEREOF, each of the parties has executed this Amendment on the date first written above. NEOFORMA, INC. (formerly known as NEOFORMA.COM, INC.) By: /s/ Andrew Guggenhime -------------------------------- Name: Andrew Guggenhime Title: Chief Financial Officer VHA INC. By: /s/ Marcea B. Lloyd -------------------------------- Name: Marcea B. Lloyd Title: Chief Administrative Officer and General Counsel UNIVERSITY HEALTHSYSTEM CONSORTIUM By: /s/ Robert Baker -------------------------------- Name: Robert Baker Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----