UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2004
PETMED EXPRESS, INC.
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(Exact name of registrant as specified in its charter)
Commission file number 000-28827
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FLORIDA 65-0680967
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1441 S.W. 29th Avenue, Pompano Beach, Florida 33069
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 979-5995
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item 8.01 Other Events
On August 24, 2004 three additional shareholder class action
lawsuits were filed in the United States District Court for the
Southern District of Florida against PetMed Express, Inc. (the
"Company") and certain of the Company's officers and directors
for alleged violations of the federal securities laws.
Two of the class action shareholder complaints contain
substantive allegations identical to the complaint filed on
August 17, 2004. These complaints allege violations of the anti-
fraud provision contained in Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5, thereunder and assert
violations of Section 20(a) of that act against the individual
defendants as controlling persons. The actions purport to be
brought on behalf of purchasers of the Company's common stock
between June 18, 2003 and July 26, 2004, and the complaints
generally allege that the defendants made false or misleading
statements concerning the Company's business, prospects, and
operations and failed to disclose, among other things, (1) that
the Company's business depends on veterinarians, who are the
Company's competitors, to authorize prescriptions, (2) that the
Company's business model, which, in part, requires veterinarians
to authorize prescriptions, caused veterinarians to incur certain
costs and burdens, which were shifted from the Company to the
veterinarians, (3) the existence of an increase in veterinarian
refusals to comply with Company requests for prescription
authorization, (4) the Company's inability to guarantee the
quality of, and maintain control over, pet medications and the
negative impact this was having on veterinarian willingness to
authorize prescriptions, and (5) that the foregoing allegations
were adversely impacting the Company. The complaints also allege
that the individual defendants were motivated to engage in the
alleged violations so that they could effect sales of their
shares of the Company's common stock at artificially inflated
prices. The plaintiffs seek unspecified monetary damages. The
Company is reviewing and evaluating the allegations, but at this
juncture intends to defend vigorously against the allegations of
wrongdoing.
The third class action shareholder complaint also alleges
violations of the anti-fraud provision contained in Section 10(b)
of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder,
and asserts violations of Section 20(a) of that act against the
Company and the individual defendants as controlling persons.
The action has purportedly been brought on behalf of purchasers
of the Company's common stock between June 16, 2003 and July 26,
2004 and generally alleges that the defendants made false or
misleading statements concerning the Company's business,
prospects and operations and failed to disclose, among other
things, (1) that the Company diverted costs to veterinarians
which would ultimately cost the Company decreased sales in future
periods, and (2) that the defendants risked the quality, safety,
or efficacy of the Company's drugs, resulting in veterinarians
declining to refill prescriptions through the Company, which
would ultimately cost the Company decreased revenue. The
complaint also alleges that the individual defendants were
motivated to engage in the alleged violations to obtain financing
for the Company and so that they could effect sales of their
shares of the Company's common stock at artificially inflated
prices. The plaintiff seeks unspecified monetary damages. The
Company is reviewing and evaluating the allegations, but at this
juncture intends to defend vigorously against the allegations of
wrongdoing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PETMED EXPRESS, INC.
(The "Registrant")
Date: August 31, 2004
By: /s/ Menderes Akdag
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Menderes Akdag
Chief Executive Officer
(principal executive officer)
By: /s/ Bruce S. Rosenbloom
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Bruce S. Rosenbloom
Chief Financial Officer
(principal financial and accounting officer)
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