~~MEDPLUS,~~UNITED ~~INC.~~STATES ~~AND~~SECURITIES SUBSIDIARIES Pro Forma Consolidated Balance Sheet As of May 31, 2000 (unaudited) Financing Pro Forma Historical (a) Adjustments Pro Forma ______________ ________________ _______________ ASSETS Current assets: Cash and cash equivalents $ 590,300 1,478,750 (b) 8,069,050 6,000,000 (c) Accounts receivable 2,667,600 2,667,600 Other receivables 29,900 29,900 Costs in excess of billings 403,600 403,600 Inventories 347,200 347,200 Prepaid expenses 359,800 359,800 __________ ___________ ____________ Total current assets 4,398,400 7,478,750 11,877,150 __________ ___________ ____________ Capitalized software development costs, net 3,107,700 3,107,700 Fixed assets, net 1,136,300 1,136,300 Other assets 293,100 (10,000)(d) 283,100 __________ ___________ ____________ $ 8,935,500 7,468,750 16,404,250 ========== =========== ============ LIABILITIES AND ~~SHAREHOLDERS'~~EXCHANGE EQUITY Current liabilities: Current installments of obligations under capital leases 7,600 7,600 Accounts payable 1,324,300 1,324,300 Accrued expenses 1,376,300 1,376,300 Deferred revenue 1,362,900 1,362,900 __________ ___________ __________ Total current liabilities 4,071,100 - 4,071,100 __________ ___________ __________ Long-term debt 2,036,000 (2,000,000)(c) - (36,000)(d) __________ ___________ __________ 6,107,100 (2,036,000) 4,071,100 __________ ___________ __________ Shareholders' equity: Preferred stock, with liquidation preferences, .01 par value, authorized 5,000,000 shares, issued 2,371,815 shares 23,700 23,700 Common stock, no par value, authorized 15,000,000 shares: issued 6,415,232 shares - - - Additional paid-in capital 21,772,200 1,478,750 (b) 31,250,950 8,000,000 (c) Treasury stock, at cost, 200,000 shares (863,500) (863,500) Accumulated deficit (18,070,800) 26,000 (d) (18,044,800) Unearned stock compensation (33,200) (33,200) __________ _________ ___________ Total shareholders' equity 2,828,400 9,504,750 12,333,150 __________ _________ ___________ $ 8,935,500 7,468,750 16,404,250 =========== ========= ========== See notes to Pro Forma Consolidated Balance Sheet.COMMISSION

~~MEDPLUS~~Washington, ~~INC~~D. AND SUBSIDIARIES Pro Forma Consolidated Statement of Operations For the Four Month Period Ended May 31, 2000 (unaudited) Financing Pro Forma Historical (a) Adjustments Pro Forma ______________ ________________ _________________ Revenues: Systems sales $ 1,377,700 1,377,700 Support and consulting revenues 1,903,700 1,903,700 ______________ ________________ _________________ Total revenues 3,281,400 - 3,281,400 ______________ ________________ _________________ Cost of revenues: Systems sales 765,100 765,100 Support and consulting revenues 1,229,000 1,229,000 ______________ ________________ _________________ Total cost of revenues 1,994,100 - 1,994,100 ______________ ________________ _________________ Gross profit 1,287,300 - 1,287,300 Operating expenses: Sales and marketing 1,107,100 1,107,100 Research and development 687,200 687,200 General and administrative 1,108,800 1,108,800 ______________ ________________ _________________ Total operating expenses 2,903,100 - 2,903,100 ______________ ________________ _________________ Operating loss (1,615,800) - (1,615,800) Other income (expense): Interest expense (167,400) 86,700 (b) (72,740) 7,960 (c) Other income (expense), net 58,500 119,700 (d) 178,200 ______________ ________________ _________________ Total other income (expense) (108,900) 214,360 105,460 ______________ ________________ _________________ Net loss (1,724,700) 214,360 (1,510,340) Preferred stock dividend requirements (82,000) (82,000) ______________ ________________ _________________ Loss attributable to common shareholders $ (1,806,700) 214,360 (1,592,340) ============== ================ ================= Loss per common share (basic and diluted) $ (0C.~~29)~~ (0.19) ============== ================ ================= Weighted average shares outstanding 6,206,885 8,025,350 ============== ================ ================= See notes to Pro Forma Consolidated Statements of Operations.20549

~~MEDPLUS,~~FORM INC. AND SUBSIDIARIES Pro Forma Consolidated Statement of Operations For the Year Ended January 31, 2000 (unaudited) Financing Pro Forma Historical (a) Adjustments Pro Forma ______________ ________________ _________________ Revenues: Systems sales $ 8~~,377,100 8,377,100 Support and consulting revenues 4,160,800 4,160,800 ______________ ________________ _________________ Total revenues 12,537,900~~ - 12,537,900 ______________ ________________ _________________ Cost of revenues: Systems sales 4,014,700 4,014,700 Support and consulting revenues 3,285,500 3,285,500 ______________ ________________ _________________ Total cost of revenues 7,300,200 - 7,300,200 ______________ ________________ _________________ Gross profit 5,237,700 - 5,237,700 Operating expenses: Sales and marketing 3,181,800 3,181,800 Research and development 1,606,600 1,606,600 General and administrative 3,323,700 3,323,700 ______________ ________________ _________________ Total operating expenses 8,112,100 - 8,112,100 ______________ ________________ _________________ Operating loss (2,874,400) - (2,874,400) Other income (expense): Interest expense (518,800) 195,000 (b) (305,900) 17,900 (c) Other income (expense), net 140,900 396,600 (d) 537,500 Synergis management expenses, acquisition and offering costs (179,700) (179,700) ______________ ________________ _________________ Total other income (expense) (557,600) 609,500 51,900 ______________ ________________ _________________ Loss before income tax benefit (3,432,000) 609,500 (2,822,500) Income tax benefit (11,200) (11,200) ______________ ________________ _________________ Loss from continuing operations (3,420,800) 609,500 (2,811,300) Income from discontinued operations (1,757,700) - (1,757,700) ______________ ________________ _________________ Net loss (5,178,500) 609,500 (4,569,000) Conversion discount on preferred stock (346,300) (346,300) Preferred stock dividend requirements (246,000) (246,000) ______________ ________________ _________________ Loss attributable to common shareholders $ (5,770,800) 609,500 (5,161,300) ============== ================ ================= Loss per common share (basic and diluted) Continuing operations (0.66) (0.43) Discontinued operations (0.29) (0.22) ______________ ________________ _________________ Net loss $ (0.95) (0.65) ============== ================ ================= Weighted average shares outstanding 6,086,970 7,905,435 ============== ================ ================= See notes to Pro Forma Consolidated Statements of Operations.K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: April 25, 2001

(Date of earliest event reported)

MedPlus, Inc.

(Exact name of Registrant as specified in its Charter)

Ohio

(State or other jurisdiction of incorporation or organization)

48-1094982

(IRS Employer Identification Number)

8805 Governor's Hill Drive, Suite 100

Cincinnati, Ohio 45249

(Address of principal executive offices)

(513) 583-0500

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Item 5. Other Events and Regulation FD Disclosure

On April 25, 2001, MedPlus, Inc. (the "Company") entered into an Agreement and Plan of Merger with Quest Diagnostics Incorporated ("Quest Diagnostics") and Q-M Merger Sub, Inc., a wholly owned subsidiary of Quest Diagnostics ("Merger Sub"). Pursuant to the Agreement and Plan of Merger, Merger Sub will merge with and into the Company, with the Company being the surviving corporation. As a result of the merger, the Company will become a wholly owned subsidiary of Quest Diagnostics. Each share of Company common stock or Series A convertible preferred stock issued and outstanding immediately prior to the merger, other than shares owned by Quest Diagnostics, the Company or their subsidiaries or by shareholders exercising dissenters' rights, will be cancelled and will be converted into the right to receive $2.00 in cash.

The closing of this transaction is contingent upon the Company obtaining approval by the affirmative vote of (i) the holders of a majority of the Company's outstanding common stock and two-thirds of its outstanding preferred stock, voting as a single class and (ii) the holders of two-thirds of the outstanding preferred stock at its shareholders' meeting on or about June 26, 2001. In addition to the 18% of the Company's outstanding common stock owned by Quest Diagnostics, pursuant to a Voting Agreement, certain other shareholders owning approximately 44% of the outstanding common stock and over two-thirds of its outstanding preferred stock agreed to vote their shares in favor of the merger of Merger Sub with and into the Company and against any alternative transaction and have granted Quest Diagnostics an irrevocable proxy in such regard.

The Company and Quest Diagnostics also entered into a Credit Agreement on April 25, 2001. Pursuant to the Credit Agreement, Quest Diagnostics agreed to loan the Company up to $5,000,000. The Company must repay all amounts borrowed under the Credit Agreement by February 1, 2002. The advances under the Credit Agreement are secured by all of the assets of the Company and its subsidiaries pursuant to a Security Agreement. The Company will use the proceeds from the advances under the Credit Agreement for working capital purposes prior to the merger.

Item 7. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not required.

(b) Pro forma financial information.

Not required.

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of April 25, 2001 by and among MedPlus, Inc., Quest Diagnostics Incorporated and Q-M Merger Sub, Inc.
99.1	Voting Agreement dated as of April 25, 2001 by and among Quest Diagnostics Incorporated and the shareholders of the Company named therein.
99.2	Credit Agreement dated as of April 25, 2001 by and among MedPlus, Inc. and Quest Diagnostics Incorporated.
99.3	Security Agreement dated as of April 25, 2001 made by MedPlus, Inc. and the additional grantors named therein to Quest Diagnostics Incorporated.
99.4	Press release issued April 26, 2001 announcing merger.

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.

	MEDPLUS, INC.


Date: May 3, 2001	By:/s/ Daniel A. Silber Daniel A. Silber Chief Financial Officer

Filing Compare · MEDPLUS INC /OH/