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): December 30, 2004
Ramp Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24768 84-1123311
(Commission File Number) (I.R.S. Employer
Identification Number)
(212) 440-1500
(Registrant's Telephone Number, Including Area Code)
33 Maiden Lane, New York, NY 10038
(Address of Principal Executive Offices) (Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On December 30, 2004, HealthRamp, Inc., a wholly owned subsidiary of
Ramp Corporation (the "Company"), entered into a Master Services Agreement dated
as of December 28, 2004 (the "Services Agreement"), with McNeil Consumer &
Specialty Pharmaceuticals Division of McNeil-PPC, Inc. ("McNeil"). The Services
Agreement provides for the Company to conduct a six (6) month pilot program on
behalf of McNeil to provide certain information, through its CarePoint Companion
program, to certain physicians. McNeil will pay $100,000 to the Company for the
pilot program, after which McNeil has the option of retaining exclusivity for
the CarePoint Companion program within the Attention Deficit Hyperactivity
Disorder drug category, so long as McNeil meets performance thresholds in terms
of advertising revenues to the Company and if the Company and McNeil otherwise
agree on the terms of the extension.
SIGNATURES
According 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, thereunto duly authorized on January 4, 2005.
RAMP CORPORATION
/s/ Andrew Brown
-------------------------------
By: Andrew Brown
Its: Chief Executive Officer
Dated: January 4, 2005