0000912057-01-532878.txt : 20011008
0000912057-01-532878.hdr.sgml : 20011008
ACCESSION NUMBER: 0000912057-01-532878
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010920
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PROXYMED INC /FT LAUDERDALE/
CENTRAL INDEX KEY: 0000906337
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 650202059
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-45897
FILM NUMBER: 1741104
BUSINESS ADDRESS:
STREET 1: 2555 DAVIE ROAD
STREET 2: SUITE 110
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33317-7424
BUSINESS PHONE: 9544731001
MAIL ADDRESS:
STREET 1: 2555 DAVIE ROAD
STREET 2: SUITE 110
CITY: FT LAUDERDALE
STATE: FL
ZIP: 33317
FORMER COMPANY:
FORMER CONFORMED NAME: HMO PHARMACY INC
DATE OF NAME CHANGE: 19930601
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/
CENTRAL INDEX KEY: 0001011712
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 401 CITY LINE AVENUE, SUITE 220
STREET 2: C/O BALA INTERNATIONAL INC
CITY: BALA CYNWYD
STATE: PA
ZIP: 19004
BUSINESS PHONE: 6106172700
MAIL ADDRESS:
STREET 1: 1900 MARKET ST
STREET 2: C/O ARBIT INC
CITY: PDELPHIA
STATE: PA
ZIP: 19102
SC 13D/A
1
a2059488zsc13da.txt
SCHEDULE 13D/A
CUSIP No. 744290107 13D Page 1 of 6 Pages
--------- ---
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)
ProxyMed, Inc.
--------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $.001 per share
--------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
744290107
--------------------------------------------------------
(CUSIP NUMBER)
Stephen T. Burdumy, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
--------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
September 17, 2001
--------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following page(s))
Page 1 of 6
CUSIP No. 744290107 13D Page 2 of 6 Pages
--------- ---
-------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Capital Venutures International
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds*
WC
-------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Cayman Islands
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 130,611
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
130,611**
--------------------------------------------------
(9) Sole Dispositive Power
130,611
--------------------------------------------------
(10) Shared Dispositive Power
130,611**
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
130,611
-------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.49%***
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
** Heights Capital Management, Inc. is the investment advisor to Capital
Ventures International and, as such, may exercise voting and dispositive power
over these shares.
***Such amount reflects (i) 93,333 shares of the Company's Common Stock issuable
upon conversion of shares of the Company's Series C 7% Convertible Preferred
Stock (the "Series C Preferred Stock") beneficially owned by Capital Ventures
International, and (ii) 37,278 shares of the Company's Common Stock beneficially
owned directly by Capital Ventures International. Based upon information
published by the Company, as of September 10, 2001, the number of shares of
Common Stock outstanding for purposes of this calculation, in accordance with
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, is
2,816,700. The number of shares of Common Stock outstanding and the number of
shares of Common Stock beneficially owned by Capital Ventures International
reflect the 1-for-15 reverse stock split effected by the Company on August 21,
2001.
CUSIP No. 744290107 13D Page 3 of 6 Pages
--------- ---
-------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Heights Capital Management, Inc.
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds*
N/A
-------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
130,611**
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
130,611**
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
130,611
-------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.49%***
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
** Heights Capital Management, Inc. is the investment advisor to Capital
Ventures International and, as such, may exercise voting and dispositive power
over these shares.
***Such amount reflects (i) 93,333 shares of the Company's Common Stock issuable
upon conversion of shares of the Company's Series C 7% Convertible Preferred
Stock (the "Series C Preferred Stock") beneficially owned by Capital Ventures
International, and (ii) 37,278 shares of the Company's Common Stock beneficially
owned directly by Capital Ventures International. Based upon information
published by the Company, as of September 10, 2001, the number of shares of
Common Stock outstanding for purposes of this calculation, in accordance with
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, is
2,816,700. The number of shares of Common Stock outstanding and the number of
shares of Common Stock beneficially owned by Capital Ventures International
reflect the 1-for-15 reverse stock split effected by the Company on August 21,
2001.
CUSIP No. 744290107 13D Page 4 of 6 Pages
--------- ---
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1 to
Statement of
Reporting Persons (as defined below)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ProxyMed, Inc.
This Statement constitutes Amendment No. 1 ("Amendment No. 1") to the
Statement on Schedule 13D filed by Capital Ventures International ("CVI") and
Heights Capital Management, Inc. ("Heights") on July 10, 2000 (the "Statement")
with respect to the common stock, par value $.001 per share (the "Common
Stock"), of ProxyMed, Inc. (the "Company").
The Statement is hereby amended and supplemented, in part, as set forth
below.
Item 4 of the Statement is hereby supplemented by the insertion of the
following at the end thereof:
ITEM 4. PURPOSE OF TRANSACTION.
On August 17, 2001, the Company completed an exchange of warrants
issued to the original holders of the Series C Preferred Stock by
issuing 15.7 million shares of the Company's Common Stock in exchange
for 21.1 million outstanding warrants. In this transaction, CVI
exchanged the 700,000 warrants owned by it for 525,000 shares of
Common Stock. Under the terms of the exchange agreement between CVI
and the Company, the Common Stock issued in connection with the
exchange may not be sold, transferred or disposed of until February
15, 2002. On August 21, 2001, the Company completed a 1-for-15 reverse
stock split of its Common Stock whereby each 15 shares of Common Stock
were exchanged for 1 newly-issued share of Common Stock.
Item 5 is hereby amended and restated in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, CVI and Heights beneficially own (i)
93,333 shares of Common Stock issuable upon conversion of the Series C
Preferred Stock, and (ii) 37,278 shares of Common Stock. Accordingly,
CVI and Heights beneficially own 130,611 shares, or 4.49% of the
outstanding shares of Common Stock.
To the best knowledge of CVI and Heights, other than CVI and
Heights, none of the individuals and entities listed in Item 2 hereof
beneficially owns any Common Stock.
CUSIP No. 744290107 13D Page 5 of 6 Pages
--------- ---
Set forth below is a description of transactions in the Common
Stock that were effected by CVI during the past 60 days. All sales
were effected in open market transactions and were shares received by
CVI as payments of interest under the Series C Preferred Stock.
Number of Shares
Date of Common Stock Acquired or (Sold)* Price
------- ----------------------------------- -----
7/17/01 (2,254) 0.98
7/18/01 (960) 0.96
7/20/01 (3,720) 0.93
7/25/01 (180) 0.90
8/02/01 (5,100) 0.85
8/07/01 525,000 (**) --
8/20/01 (3,330) 0.79
8/20/01 (11,850) 0.79
(*) Does not reflect the 1-for-15 reverse stock split effected by
the Company on August 21, 2001.
(**) Shares issued in exchange for warrants.
As a result of the matters described in Item 4 above, this
Amendment No. 1 has been filed voluntarily to report that CVI and
Heights no longer beneficially own more than five percent of the
Company's Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement
CUSIP No. 744290107 13D Page 6 of 6 Pages
--------- ---
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: September 17, 2001 CAPITAL VENTURES INTERNATIONAL
By: Heights Capital Management, Inc.,
pursuant to a Limited Power of
Attorney, a copy of which was filed
as Exhibit B to the original Schedule
13D and which is hereby incorporated
by reference.
By: /s/ Andrew Frost
----------------------------
Andrew Frost, President
HEIGHTS CAPITAL MANAGEMENT, INC.
By: /s/ Andrew Frost
--------------------------
Andrew Frost, President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to shares of Common Stock of ProxyMed, Inc., dated June 28, 2000, and
any amendments thereto signed by each of the undersigned shall be filed on
behalf of each of them pursuant to and in accordance with the provisions of
13(d)-1(k) under the Securities Exchange Act of 1934.
Date: July 7, 2000 CAPITAL VENTURES INTERNATIONAL
By: Heights Capital Management, Inc.,
pursuant to a Limited Power of
Attorney.
By: /s/ Andrew Frost
--------------------------
Andrew Frost, President
Date: July 7, 2000 HEIGHTS CAPITAL MANAGEMENT, INC.
By: /s/ Andrew Frost
-------------------------
Andrew Frost, President