Prospectus Summary
This summary highlights certain information found in greater detail elsewhere in this Prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. We urge you to read the entire Prospectus carefully, especially the risks of investing in our common stock discussed under "Risk Factors," before you decide to buy our common stock.
drkoop.com
Background
Our company operates drkoop.com, an Internet-based consumer healthcare network. Our network consists of a consumer-focused interactive website which provides users with comprehensive healthcare information and services, as well as affiliate relationships with Internet portals, other websites, healthcare organizations and traditional media outlets. Our website, www.drkoop.com, is a healthcare portal which integrates dynamic healthcare content on a wide variety of subjects, interactive communities and tools, as well as opportunities to purchase healthcare-related products and services on-line. Our company's founders, including former U.S. Surgeon General Dr. C. Everett Koop, created drkoop.com to empower consumers to better manage their personal health with comprehensive, relevant and timely information. Our objective is to establish the drkoop.com network as the most trusted source of consumer healthcare information and services on the Internet.
We launched our website in July 1998. By February 28, 1999, www.drkoop.com had attracted over 2.6 million unique users and enrolled over 83,000 registered users. Our network is designed to provide consumers with a variety of healthcare content, including information on acute ailments, chronic illnesses, nutrition, fitness and wellness, and access to medical databases, publications, and real-time medical news. In addition, we offer eight interactive communities consisting of over 100 hosted chat support groups. Our support groups allow users to share experiences with others who face, or have faced, similar health conditions, leveraging the aggregate community to benefit each member. We also provide interactive tools that permit users to personalize their drkoop.com experience and are developing additional features to expand the functionality of our website.
Currently, our affiliates consist of Internet portals and other websites, healthcare organizations and traditional media outlets. Each affiliate provides to its customers easy access to the information and services offered on drkoop.com. Through these relationships, we believe that we will gain broad exposure of our brand, drive high volumes of traffic to the drkoop.com website, and acquire and distribute relevant local content. We intend to expand our network by continuing to establish relationships with affiliates that have the ability to direct additional users to our website.
Our belief is that health-concerned consumers are highly motivated in their need to find accurate information and to act on it. Our strategy is to create a trusted brand that consumers will rely on for that information and for related e-commerce opportunities. Our business model is primarily to earn advertising, subscription and e-commerce transaction revenues from advertisers, merchants, manufacturers and healthcare organizations who desire to reach a highly targeted community of healthcare consumers on the Internet. For example, advertisers can target very specific audiences such as persons interested in a particular disease or individuals who desire to address a particular health condition. We also earn revenues by facilitating e-commerce transactions, such as prescription refills and health insurance sales, offered by outside parties.
Business Strategy
Our objective is to establish the drkoop.com network as the most trusted and comprehensive source of consumer healthcare information and services on the Internet. Our business strategy incorporates the following key elements:
Establish the drkoop.com Brand. Our strategy is to create a strong brand with which consumers associate the trustworthiness and credibility of Dr. C. Everett Koop and which will enable us to implement his vision of empowering individuals to better manage their personal health. We also intend to enhance our brand through association with other notable leaders in the consumer healthcare field, such as ABC News Medical Correspondent Dr. Nancy Snyderman, a director of our company. Our company is currently engaged in a major campaign to increase awareness of the drkoop.com brand among consumers, healthcare organizations, Internet portals and other websites. We intend to allocate significant resources to further develop and build brand recognition through on-line advertising, general advertising, strategic alliances and other marketing initiatives.
Provide Consumers with Healthcare Content of High Quality. We currently provide our users with high quality healthcare content, including information on acute ailments, chronic illnesses, nutrition, fitness and wellness, and access to medical databases, publications, and real-time medical news. This information is provided by established sources such as Dartmouth Medical School, Reuters, the National Institute of Health, Multum Interactive Services, Inc. and the American Cancer Society. We also offer a directory which compares and rates over 650 other health-oriented websites. Our strategy is to integrate dynamic healthcare information on a wide variety of subjects with relevant interactive communities and tools and opportunities to purchase healthcare- related products and services on-line. We believe that the quality of our health information is a competitive advantage that will enable us to attract users to our website, promote user loyalty and increase page views per visit.
Syndicate Content Through Affiliates to Promote Traffic Growth. We have entered into relationships with Internet portals and other websites which position drkoop.com as their primary source for consumer healthcare content. In addition, we have entered into relationships with local hospitals, payor entities and local media outlets such as television stations. These relationships include the creation of co-branded websites and the distribution of branded healthcare information to affiliated entities. We intend to expand our network by continuing to establish relationships with affiliates that have the ability to direct additional users to our website.
Develop and Expand On-line Healthcare Communities. We currently offer our registered users free access to eight on-line communities consisting of over 100 hosted chat support groups. Our eight communities are organized by the following general health topics: Addiction & Recovery, Aging Healthy, General Health, Men's Health, Mental Health, Parenting & Children's Health, Physical Conditions and Women's Health. Our support groups cover topics including hepatitis C, child development, stress management and relaxation skills, and anxiety disorders. Our communities and support groups allow users with similar health-related experiences to exchange information and gather news and knowledge in a secure, anonymous, on-line environment. Communities and support groups are hosted by selected moderators with experience both in the relevant topic and on-line forum moderating. We believe that our communities and support groups are an effective way to attract users to our website and strengthen their loyalty to the drkoop.com network. In addition, by aggregating users interested in a particular health topic, we believe we can sell advertising in a highly targeted manner, thereby commanding higher advertising rates. Similarly, we offer merchants and others who engage in e-commerce the ability to market products and services to our community members.
Provide Consumers with Unique Features and Tools. Our website is designed to provide easy access to innovative features and tools. Currently, our most popular tool educates consumers on the interaction among various drugs and other substances. In addition, we recently acquired the right to deploy a comprehensive personal medical record which will allow users to establish and maintain a lifelong record of their health and medical information in a secure portion of our database. We intend to continue to add useful tools to enable our users to personalize their on-line experience. We believe that our tools and features will continue to encourage users to visit our website frequently and increase the likelihood of users selecting drkoop.com as their preferred website for health-related issues.
Provide an Attractive Advertising Site. We believe our ability to target specific users, the interactive nature of our website and the demographic characteristics of our users will be attractive to pharmaceutical, healthcare and other companies that advertise on the Internet. By identifying users interested in a particular health-related topic or who desire to address a particular health condition, we believe we can sell advertising in a highly targeted manner, thereby commanding higher advertising rates.
Enable High Value E-commerce Offerings. We enable e-commerce transactions offered by third parties. Our strategy involves permitting merchants, manufacturers and service providers access to a highly targeted community of health conscious consumers through our website. We presently enable sales of prescription refills and insurance services. Although we do not provide these products or services, we do provide a link to the websites of third parties that provide these products or services. Some of these third parties have entered into preferred provider arrangements with us and pay us a transaction fee for sales attributable to users from our website. We believe that contextual merchandising of e-commerce transactions will attract users to our website and promote user loyalty.
Our principal executive offices are located at 8920 Business Park Drive, Suite 200, Austin, Texas 78759, and our telephone number is (512) 726-5110.
The Offering
Common stock offered.... shares Common stock outstanding after this Offering (1)........... shares Use of proceeds......... We intend to use the net proceeds of this Offering to fund operating losses and for general corporate purposes, including advertising, brand promotion, content development and working capital. We may also use a portion of the proceeds for strategic alliances and acquisitions. See "Use of Proceeds."
Proposed Nasdaq National Market symbol.......... KOOP (1) Based on shares outstanding on January 31, 1999. Excludes: (a) 4,024,233 shares of common stock issuable upon exercise of options outstanding under our Amended and Restated 1997 Stock Option Plan with a weighted average exercise price of $0.47 per share (2,203,418 of these options were exercisable as of February 26, 1999; the balance are subject to future vesting requirements) and (b) 13,393 shares of common stock issuable upon exercise of warrants with an exercise price of $11.95 per share. Includes: (x) 484,266 shares of common stock to be issued upon the closing of this Offering to satisfy in full a purchase option and anti-dilution right held by a stockholder plus 53,808 shares which will be issued to satisfy an anti-dilution right held by the Series C preferred stockholder, (y) 2,899,868 shares of common stock to be issued upon the conversion of all outstanding shares of convertible preferred stock and (z) 66,964 shares of common stock issuable upon conversion and exercise of a convertible promissory note. Please see "Management--Stock Option Plans" and "Description of Securities."
Conventions Which Apply to this Prospectus Unless we indicate otherwise, all information in this Prospectus reflects the following:
. a three-for-one stock split approved in November 1998 and effected on March 4, 1999;
. the conversion of all outstanding shares of our convertible preferred stock into 2,899,868 shares of our common stock upon the closing of this Offering;
. the conversion of the $800,000 convertible note payable to stockholder into 66,964 shares of common stock upon the closing of this Offering;
. the issuance of 538,074 shares of common stock to satisfy in full a purchase option and related anti-dilution rights; and . no borrowings by the Company under loan agreements with two accredited investors which make available to the Company an aggregate principal amount of up to $2.5 million at an interest rate of 7% per annum.
. no exercise by the underwriters of their overallotment option to purchase up to additional shares of common stock.
References in this Prospectus to the "Company," "we," "our" and "us" refer to drkoop.com, Inc., a Delaware corporation. References to the Offering refer to the initial public offering of our common stock being made by this Prospectus. The Company was incorporated as a Texas corporation in July 1997 under the name Personal Medical Records, Inc., changed its name to Empower Health Corporation in April 1998 and reincorporated as drkoop.com, Inc., a Delaware corporation, in March 1999. "drkoop.com," "Dr. Koop's Community" and "Dr. Koop's Personal Medical Records" are trademarks of ours. Each trademark, trade name or service mark of any other company appearing in this Prospectus belongs to its holder.