-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwNCW0kqRwG3kPDouLN7tvtYPUiVJVRNpFMr2u4aU1N5zZ29zFI2gy/LvARLVZvd R4rbK5YE7gvBQ/aNwscoOg== 0000950148-99-000848.txt : 19990419 0000950148-99-000848.hdr.sgml : 19990419 ACCESSION NUMBER: 0000950148-99-000848 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990416 GROUP MEMBERS: ALAN WALTER GILBERT GROUP MEMBERS: BELLINGHAM INDUSTRIES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROXYMED INC /FT LAUDERDALE/ CENTRAL INDEX KEY: 0000906337 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 650202059 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45897 FILM NUMBER: 99595708 BUSINESS ADDRESS: STREET 1: 2555 DAVIE ROAD STREET 2: SUITE 110 CITY: FORT LAUDERDALE STATE: FL ZIP: 33317-7424 BUSINESS PHONE: 9544731001 FORMER COMPANY: FORMER CONFORMED NAME: HMO PHARMACY INC DATE OF NAME CHANGE: 19930601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BELLINGHAM INDUSTRIES INC CENTRAL INDEX KEY: 0001032279 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: R1 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 312 13 ROYAL SQUARE STREET 2: ST HELIER, JERSEY, CHANNEL ISLANDS CITY: UNITED KINGDOM STATE: X0 BUSINESS PHONE: 011441883652550 MAIL ADDRESS: STREET 1: PO BOX 312 13 ROYAL SQUARE STREET 2: ST HELIER, JERSEY, CHANNEL ISLANDS CITY: UNITED KINGDOM STATE: X0 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PROXYMED, INC. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $.001 par value ------------------------------------------------------------------------------ (Title of Class of Securities) 744290107 ------------------------------------------------------------------------------ (CUSIP Number) W.R. Gilbert, P.O. Box 323, 13 Royal Square, St. Helier, Jersey, Channel Islands, United Kingdom, Tel: 011 44 1883 652 550 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 29, 1997 ------------------------------------------------------------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) 2 CUSIP No. 744290107 13D Page 2 of 8 Pages - ------------------------------------------------------------------------------ (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Bellingham Industries, Inc. - ------------------------------------------------------------------------------ (2) Check the Appropriate Box if a Member (a) [ ] of a Group (See Instructions) (b) [ ] - ------------------------------------------------------------------------------ (3) SEC Use Only - ------------------------------------------------------------------------------ (4) Source of Funds (See Instructions) WC - ------------------------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ (6) Citizenship or Place of Organization Panama - ------------------------------------------------------------------------------ Number of Shares (7) Sole Voting Power Beneficially Owned 1,000,000 shares by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power ------------------------------------------------- (9) Sole Dispositive Power 1,000,000 shares -------------------------------------------------- (10) Shared Dispositive Power - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 shares - ------------------------------------------------------------------------------ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (11) 10.01% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------------ 3 CUSIP No. 744290107 13D Page 3 of 8 Pages - ------------------------------------------------------------------------------ (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Alan Walter Gilbert - ------------------------------------------------------------------------------ (2) Check the Appropriate Box if a Member (a) [ ] of a Group (See Instructions) (b) [ ] - ------------------------------------------------------------------------------ (3) SEC Use Only - ------------------------------------------------------------------------------ (4) Source of Funds (See Instructions) WC of Bellingham Industries, Inc. - ------------------------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ (6) Citizenship or Place of Organization United Kingdom - ------------------------------------------------------------------------------ Number of Shares (7) Sole Voting Power Beneficially Owned 1,000,000 shares by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power -------------------------------------------------- (9) Sole Dispositive Power 1,000,000 shares -------------------------------------------------- (10) Shared Dispositive Power - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 shares - ------------------------------------------------------------------------------ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (11) 10.01% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------ 4 CUSIP No. 744290107 13D Page 4 of 8 Pages ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $.001 par value per share (the "Common Stock"), of ProxyMed, Inc., a Florida corporation (the "Company"). The address of the principal executive offices of the Company is 2501 Davie Road, Suite 230, Ft. Lauderdale, Florida 33317-7424. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by Bellingham Industries, Inc., a corporation organized under the laws of Panama ("Bellingham"). This statement is also being filed by Alan Walter Gilbert, who, to date, has been the principal beneficiary, but without legal right, under a discretionary trust which owns 100% of the outstanding equity of Bellingham, and who may therefore be deemed the indirect beneficial owner of all of the shares of Common Stock reported as beneficially owned by Bellingham. Bellingham and Mr. Gilbert are collectively referred to herein as the "Reporting Persons." Bellingham is principally engaged in the business of investment. The address of Bellingham's principal executive offices is P.O. Box 323, 13 Royal Square, St. Helier, Jersey, Channel Islands, United Kingdom. Mr. Gilbert is a private investor. His business address is c/o Bellingham Industries, Inc., P.O. Box 323, 13 Royal Square, St. Helier, Jersey, Channel Islands, United Kingdom. Appendix A attached hereto and incorporated herein by this reference lists the directors and executive officers of Bellingham and contains the following information with respect to each such person: (i) name, (ii) business address, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Each individual listed on Appendix A is a citizen of Panama. During the last five years, neither the Reporting Persons nor, to their best knowledge, any person listed on Appendix A has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On April 29, 1997, Bellingham acquired 525,000 shares of the Common Stock of the Company. Bellingham purchased 425,000 of these shares directly from the Company in a private placement for $5.25 per share, or a total of $2,231,250. Bellingham purchased the other 100,000 shares from Harold S. Blue in a private transaction for $5.25 per share, or a total of $525,000. 5 CUSIP No. 744290107 13D Page 5 of 8 Pages Bellingham utilized its working capital to purchase these shares and all of the other shares of the Company which it currently owns (collectively, the "Shares"). ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons have acquired and hold the Shares for investment purposes only. Depending on market conditions, the Reporting Persons may continue to increase their ownership of the Company's Common Stock through purchases in the open market or in private transactions on such terms and conditions and at such times as the Reporting Persons consider desirable. However, the Reporting Persons do not have any present intention to exercise control over the management and policies of the Company. If warranted by market conditions, the Reporting Persons may also change their present course of acquiring and holding shares of the Company's Common Stock by disposing of some or all of its shares. Other than as described above, the Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; 6 CUSIP No. 744290107 13D Page 6 of 8 Pages (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER On April 29, 1997, the Reporting Persons beneficially owned a total of 1,000,000 shares of the Company's Common Stock and had sole voting and investment power with respect to all such shares. Based upon information presented in the Company's quarterly report on Form 10-QSB for the quarter ended March 31, 1997 and information otherwise available to the Reporting Persons, on April 29, 1997 there were approximately 9,988,396 shares of the Company's Common Stock outstanding, and the Reporting Persons beneficially owned 10.01% of that total. Other than as set forth in Item 3, neither the Reporting Persons nor, to their best knowledge, any person listed on Appendix A effected any transaction in shares of the Company's Common Stock during the 60 days prior to April 29, 1997 or beneficially owned any shares of the Company's Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described above, to the Reporting Persons' best knowledge, as of April 29, 1997 there are no contracts, arrangements, understandings or relationships (legal or otherwise) which the Reporting Persons or any person listed on Appendix A has with respect to securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. - ------- 1 Power of Attorney from Bellingham Industries, Inc. to William Rodney Gilbert 2 Power of Attorney from Alan Walter Gilbert to William Rodney Gilbert 3 Agreement of Bellingham Industries, Inc. and Alan Walter Gilbert that this statement is filed jointly on behalf of each of them 7 CUSIP No. 744290107 13D Page 7 of 8 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. March 26, 1999 ------------------------------------ Date /s/ W.R. Gilbert ------------------------------------ Signature W.R. Gilbert, Attorney-in-fact for each of the Reporting Persons ------------------------------------ Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute --------------------------------------------------------------------- Federal criminal violations (see 18 U.S.C. 1001). ------------------------------------------------- 8 CUSIP No. 744290107 13D Page 8 of 8 Pages Appendix A ----------
Relationship Principal Name to Bellingham Occupation Business Address - ----------------- ----------------- ----------------- ----------------- Pablo Javier President and Attorney with Swiss Bank Bldg. Espino Director Morgan & Morgan, 53rd Street a Panamanian law Panama City, firm providing Panama business management and consulting services Aida May Biggs Treasurer and Attorney with Same address Director Morgan & Morgan Adelina M. de Secretary and Attorney with Same address Estribi Director Morgan & Morgan
EX-1 2 EXHIBIT 1 1 EXHIBIT 1 MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION BELLINGHAM INDUSTRIES INC. In the City of Panama, Republic of Panama, on February 18, 1998, a Meeting of the Board of Directors of BELLINGHAM INDUSTRIES INC. was held in the principal offices of said corporation at 53rd Street, Urbanizacion Obarrio, Torre Swiss Bank, 16th Floor, Panama, Republic of Panama, wherein a quorum was at all time present and active. All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefore notice of the meeting was waived. The President of the Corporation PABLO JAVIER ESPINO presided the Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as Secretary. The President then called the Meeting to order and explained its objects: to grant a General Power of Attorney to a person chosen by the Board of Directors to act on behalf of the corporation with such authority as the Board may approve. Thereupon, after an exchange of views on motion duly made and seconded the following resolutions were unanimously approved: RESOLVED: That be and hereby is granted a General Power of Attorney as full as it may be legally necessary in favor of MR. WILLIAM RODNEY GILBERT, a british national, with passport No. 002851652, to act on behalf of the Corporation individually, with full powers, which for purposes of enunciation and not in order to limit this General Power of Attorney, are detailed as follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or immovable, corporeal or incorporeal property of the corporation; to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and to close any kind of bank account, to draw from accounts and the bank deposits of the corporation, be they checking accounts, time deposits overdraft, or any other kind of deposits, be they in the Republic of Panama or abroad; to issue notes, sign bills of exchange as drawer, acceptor, endorser or guarantor; to accept obligations, be they of a commercial or civil nature; to represent the 2 corporation in matters of disposition and administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures; to buy stock or shares of any kind in other companies; to take part in assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies, to become the legal representative of the company, as plaintiff, defendant, third party or in any other form, before any office of the Republic of Panama or abroad, be they judicial, administrative, concerning labor, or of any other nature, to substitute this power in whole or in part and to revoke the substitutions; to subscribe documents wherein the corporation may be involved as debtor or creditor; to make agreements using arbitrators or any other type of arrangement whatsoever and to complete any act or to enter into any contract that may be considered beneficial to the interests of the company BELLINGHAM INDUSTRIES INC. because it is the intention of this General Power of Attorney that it be exercised without any limitations whatsoever. It is hereby expressed that this General Power of Attorney can be exercised in the territory of the Republic of Panama or in any other country. It was also resolved to give authority to the law firm MORGAN Y MORGAN to protocolize a copy of the minutes of this meeting of the Board of Directors. Having nothing else to discuss, the meeting was adjourned. /s/ Pablo J. Espino ---------------------------------------- Pablo J. Espino President /s/ Adelina M. de Estribi ---------------------------------------- Adelina M. de Estribi Secretary 2 EX-2 3 EXHIBIT 2 1 EXHIBIT 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints William Rodney Gilbert the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. execute for and on behalf of the undersigned, Schedules 13D and amendments thereto in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, execute and file any such Form 3, 4 or 5 or Schedule 13D or amendment thereto with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934. 2 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D with respect to the undersigned's holdings of and transactions in securities issued by any company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of March, 1999. /s/ Alan W. Gilbert ---------------------------------------- Alan W. Gilbert 2 EX-3 4 EXHIBIT 3 1 EXHIBIT 3 SCHEDULE 13D JOINT FILER AGREEMENT Bellingham Industries, Inc. and Alan Walter Gilbert hereby agree to file jointly all Schedule 13D statements of beneficial ownership (including all amendments thereto) with respect to the equity securities of ProxyMed, Inc. which they beneficially own. Date: March 26, 1999 /s/ W.R. Gilbert -------------------------------------------- W.R. Gilbert, Attorney-in-Fact for Bellingham Industries, Inc. /s/ W.R. Gilbert -------------------------------------------- W.R. Gilbert, Attorney-in-Fact for Alan Walter Gilbert -----END PRIVACY-ENHANCED MESSAGE-----