content: <PAGE>
  
                                   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):       October 13, 1999
                                                    ------------------------
  
  
                                PLANETRX.COM, INC.
  --------------------------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
  
           Delaware                  000-27437                94-3227733
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction       (Commission              (IRS Employer
     of Incorporation)               File Number)             Identification No.)
  
  
  
  349 Oyster Point Blvd., Suite 201, S. San Francisco, California       94080
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                            (Zip Code)
  
  
  Company's telephone number, including area code:   (650) 616-1500
                                                   -------------------------------
  
  
  ________________________________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report.)
  <PAGE>
  
  Item 2.   Acquisition or Disposition of Assets.
  
            On October 13, 1999, PlanetRx.com, Inc., a Delaware corporation (the
  "Company") acquired selected assets and liabilities of YourPharmacy.com, Inc.
  This acquisition was accomplished pursuant to an Asset Contribution and
  Reorganization Agreement dated August 31, 1999 (the "Asset Contribution and
  Reorganization Agreement") among the Company, PRX Holdings, Inc., PRX
  Acquisition Corp., Express Scripts, Inc. ("Express Scripts") and its wholly
  owned subsidiary, YourPharmacy.com, Inc.  The acquisition occurred after the
  approval of the Asset Contribution and Reorganization Agreement by the
  stockholders of PRX Acquisition Corp., and approval of the issuance of the
  Company's Common Stock in connection with the acquisition by the stockholders of
  the Company, and the satisfaction of certain other closing conditions.
  
            Pursuant to the Asset Contribution and Reorganization Agreement and
  related series of agreements, PlanetRx.com issued 19.9% of its outstanding stock
  to Express Scripts (calculated after the closing of the initial public offering
  of even date therewith, including the exercise of its over-allotment option) for
  selected assets and liabilities of YourPharmacy.com, Inc.  In connection with
  the series of agreements, the Company has committed to pay a minimum of
  $14,650,000 annually for five years for promotion of the Company's Website.
  Additionally, these agreements provide that Express Scripts members are able to
  use their reimbursement plan to fill prescriptions online at PlanetRx.com and
  Express Scripts has agreed that it will promote the Company as Express Scripts'
  Internet pharmacy.  The agreements provide for a variety of other co-branding
  and co-promotion arrangements as well.
  <PAGE>
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  
          (a) Financial Statements of Business Acquired.
  
          Incorporated by reference to the Prospectus forming a part of the
          Company's Registration Statement on Form S-1 (file No. 333-82485)
          initially filed on July 8, 1999, as amended.
  
          (b) Pro Forma Financial Information.
  
          Incorporated by reference to the Prospectus forming a part of the
          Company's Registration Statement on Form S-1 (file No. 333-82485)
          initially filed on July 8, 1999, as amended.
  
          (c) Exhibits.
  
              Exhibit
              Number     Description
              -------    -----------
  
               2.1*      Asset Contribution and Reorganization Agreement dated
                         August 31, 1999.
  
               23.1      Consent of Independent Accountants.
  
               99.1      Press release, dated October 14, 1999.
  
  
               _____________
               * Incorporated by reference to the Prospectus forming a part of the
               Company's Registration Statement on Form S-1 (file No. 333-82485)
               initially filed with the Securities and Exchange Commission on July
               8, 1999, as amended.
  <PAGE>
  
                                    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.
  
  
  
                                 PLANETRX.COM, INC.
  
  
  
  Date:  October 28, 1999         By:     /s/ Steve Valenzuela
                                         -------------------------
  
                                 Name:   Steve Valenzuela
  
                                 Title:  Vice President, Finance, Chief Financial
                                         Officer and Secretary
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
            Exhibit
            Number    Description
            -------   -----------
  
            2.1*      Asset Contribution and Reorganization Agreement dated
                      August 31, 1999.
  
            23.1      Consent of Independent Accountants.
  
            99.1      Press release, dated October 14, 1999.
  
            _______________
            * Incorporated by reference to the Prospectus forming a part of the
            Company's Registration Statement on Form S-1 (file No. 333-82485)
            initially filed with the Securities and Exchange Commission on July 8,
            1999, as amended.
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metadata_filer: {"company-data": {"conformed-name": "PLANETRX COM", "cik": "0001089979", "assigned-sic": "5940", "irs-number": "943227733", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27437", "film-number": "99736344"}, "business-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "6506161500"}, "mail-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
text: 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):       October 13, 1999
                                                    ------------------------
  
                                PLANETRX.COM, INC.
  --------------------------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
           Delaware                  000-27437                94-3227733
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction       (Commission              (IRS Employer
     of Incorporation)               File Number)             Identification No.)
  
  349 Oyster Point Blvd., Suite 201, S. San Francisco, California       94080
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                            (Zip Code)
  
  Company's telephone number, including area code:   (650) 616-1500
                                                   -------------------------------
  
  ________________________________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report.)
  Item 2.   Acquisition or Disposition of Assets.
  
            On October 13, 1999, PlanetRx.com, Inc., a Delaware corporation (the
  "Company") acquired selected assets and liabilities of YourPharmacy.com, Inc.
  This acquisition was accomplished pursuant to an Asset Contribution and
  Reorganization Agreement dated August 31, 1999 (the "Asset Contribution and
  Reorganization Agreement") among the Company, PRX Holdings, Inc., PRX
  Acquisition Corp., Express Scripts, Inc. ("Express Scripts") and its wholly
  owned subsidiary, YourPharmacy.com, Inc.  The acquisition occurred after the
  approval of the Asset Contribution and Reorganization Agreement by the
  stockholders of PRX Acquisition Corp., and approval of the issuance of the
  Company's Common Stock in connection with the acquisition by the stockholders of
  the Company, and the satisfaction of certain other closing conditions.
  
            Pursuant to the Asset Contribution and Reorganization Agreement and
  related series of agreements, PlanetRx.com issued 19.9% of its outstanding stock
  to Express Scripts (calculated after the closing of the initial public offering
  of even date therewith, including the exercise of its over-allotment option) for
  selected assets and liabilities of YourPharmacy.com, Inc.  In connection with
  the series of agreements, the Company has committed to pay a minimum of
  $14,650,000 annually for five years for promotion of the Company's Website.
  Additionally, these agreements provide that Express Scripts members are able to
  use their reimbursement plan to fill prescriptions online at PlanetRx.com and
  Express Scripts has agreed that it will promote the Company as Express Scripts'
  Internet pharmacy.  The agreements provide for a variety of other co-branding
  and co-promotion arrangements as well.
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  
          (a) Financial Statements of Business Acquired.
  
          Incorporated by reference to the Prospectus forming a part of the
          Company's Registration Statement on Form S-1 (file No. 333-82485)
          initially filed on July 8, 1999, as amended.
  
          (b) Pro Forma Financial Information.
  
          Incorporated by reference to the Prospectus forming a part of the
          Company's Registration Statement on Form S-1 (file No. 333-82485)
          initially filed on July 8, 1999, as amended.
  
          (c) Exhibits.
  
              Exhibit
              Number     Description
              -------    -----------
  
               2.1*      Asset Contribution and Reorganization Agreement dated
                         August 31, 1999.
  
               23.1      Consent of Independent Accountants.
  
               99.1      Press release, dated October 14, 1999.
  
               _____________
               * Incorporated by reference to the Prospectus forming a part of the
               Company's Registration Statement on Form S-1 (file No. 333-82485)
               initially filed with the Securities and Exchange Commission on July
               8, 1999, as amended.
  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.
  
                                 PLANETRX.COM, INC.
  
  Date:  October 28, 1999         By:     /s/ Steve Valenzuela
                                         -------------------------
  
                                 Name:   Steve Valenzuela
  
                                 Title:  Vice President, Finance, Chief Financial
                                         Officer and Secretary
  EXHIBIT INDEX
  
            Exhibit
            Number    Description
            -------   -----------
  
            2.1*      Asset Contribution and Reorganization Agreement dated
                      August 31, 1999.
  
            23.1      Consent of Independent Accountants.
  
            99.1      Press release, dated October 14, 1999.
  
            _______________
            * Incorporated by reference to the Prospectus forming a part of the
            Company's Registration Statement on Form S-1 (file No. 333-82485)
            initially filed with the Securities and Exchange Commission on July 8,
            1999, as amended.