-----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, WrnAdA4ZklaAliHvr/ll1g/CbM1pRFJRB70G7vfOoDzoqKtzH3dCilJWuwDpHEwS 4qIjZ2HUbWLsYT9eJtu8Mg== 0000906337-96-000002.txt : 19960619 0000906337-96-000002.hdr.sgml : 19960619 ACCESSION NUMBER: 0000906337-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960531 ITEM INFORMATION: Other events FILED AS OF DATE: 19960618 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22052 FILM NUMBER: 96582206 BUSINESS ADDRESS: STREET 1: 2501 DAVIE RD STE 230 CITY: FT LAUDERDALE STATE: FL ZIP: 33317-7424 BUSINESS PHONE: 3054731001 FORMER COMPANY: FORMER CONFORMED NAME: HMO PHARMACY INC DATE OF NAME CHANGE: 19930601 8-K 1 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): MAY 31, 1996 PROXYMED, INC. (Exact name of registrant as specified in its charter) Florida 0-22052 65-0202059 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2501 Davie Road, Suite 230, Ft. Lauderdale, Florida 33317-7424 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (954) 473-1001 Item 5. Other Events. On May 31, 1996, ProxyMed, Inc. (the "Company") entered into a five-year Electronic Commerce and Healthcare Information Licensing Agreement (the "Agreement") with Personalized Programming, Inc., a Florida corporation ("Personalized Programming"). The following is a summary of the Agreement, which summary is qualified in its entirety by reference to the Agreement which will be filed as an exhibit to this report. Pursuant to the Agreement, the Company is to provide Personalized Programming with a "software developer's toolbox" containing various software and documentation to enable Personalized Programming to develop interfaces for its physician practice management software program called The Medical Manager. The interfaces will enable users of The Medical Manager prescription module to access the Company's prescription network, ProxyNet, (the "Rx Interface") and the Company's formulary databases. In consideration for development of the interfaces by Personalized Programming, the Company has agreed to pay Personalized Programming certain undisclosed development fees. In addition, ProxyMed granted to Personalized Programming a five- year warrant for the purchase of 100,000 shares of ProxyMed's Common Stock exercisable at $5.25 per share, the market price on the date an agreement in principal was reached between the parties (April 11, 1996), subject to negotiation of the definitive agreement. ProxyMed also agreed to use its best efforts to register the shares of Common Stock issuable upon exercise of the warrant by July 30, 1996. Personalized Programming has agreed to refrain from selling any of the underlying shares of Common Stock until 180 days from May 7, 1996. The Agreement grants to Personalized Programming a non- exclusive license to sell access to the Company's network services and formulary databases to users of The Medical Manager directly and through its distributors. The Company and Personalized Programming will share revenues derived from the services, databases and transaction fees as well as other transaction fees in certain cases, the terms of which were not disclosed. Item 7. Financial Statements and Exhibits. (c) The following exhibit will be filed by amendment. - Electronic Commerce and Healthcare Information Licensing Agreement dated May 31, 1996 by and between the Company and Personalized Programming. 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. ProxyMed, Inc. Date June 17, 1996 /s/ Bennett Marks Bennett Marks, Executive Vice President - Finance, Chief Financial Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----