-----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, JA0nfS4ccfr4XbuA7cFV+J9nCqPUjU2zIjtjpVMNTETpU7l+cOCRc9iAzwUlYcKL zUVIQHoAsgQQ3seAGL82Bw== 0000950144-05-000217.txt : 20050111 0000950144-05-000217.hdr.sgml : 20050111 20050111162609 ACCESSION NUMBER: 0000950144-05-000217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050110 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050111 DATE AS OF CHANGE: 20050111 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22052 FILM NUMBER: 05523744 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 8-K 1 g92719e8vk.htm PROXYMED, INC. FORM 8-K PROXYMED, INC. FORM 8-K
 



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):
January 10, 2005

PROXYMED, INC.


(Exact name of registrant as specified in its charter)
         
Florida   000-22052   65-0202059
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
1854 Shackleford Court, Suite 200, Atlanta, Georgia   30093-2924
     
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (770) 806-9918

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


 

Item 5.02. Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers

     On January 10, 2005, ProxyMed, Inc. (the “Company”) accepted the resignation of Michael K. Hoover, Chief Executive Officer of the Company to be effective January 31, 2005 and appointed Kevin M. McNamara the Company Chairman of the Board, interim CEO. The Company is evaluating internal and external candidates for permanent CEO. A copy of the Company’s press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibits

As described in Item 5.02 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K.

         
Exhibit No.   Description
  99.1    
Press release of the Company dated January 11, 2005.

2


 

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: January 10, 2005  /s/ Gregory J. Eisenhauer    
  Gregory J. Eisenhauer, C.F.A.,   
  Executive Vice President and Chief Financial Officer   
 

3

EX-99.1 2 g92719exv99w1.htm PRESS RELEASE PRESS RELEASE
 

Exhibit 99.1

For Immediate Release

     
Gregory J. Eisenhauer, CFA
  Nancy J. Ham
EVP & Chief Financial Officer
  President and Chief Operating Officer
770-806-4780
  954-473-1001
geisenhauer@proxymed.com
  nham@proxymed.com

PROXYMED CHIEF EXECUTIVE OFFICER ANNOUNCES RETIREMENT

- Company Chairman, Kevin McNamara, Named Interim CEO -

     ATLANTA—(BUSINESS WIRE)—January 11, 2005—ProxyMed, Inc. (Nasdaq: PILL) (the “Company”), a leading provider of healthcare transaction processing and medical cost containment services, announced today that Chief Executive Officer Michael K. Hoover has decided to retire, effective January 31, 2005. The Company has named its Chairman of the Board, Kevin M. McNamara, as Interim Chief Executive Officer and has retained Russell Reynolds Associates, a leading national executive search firm, to evaluate internal and external candidates to replace Mr. Hoover.

     Mr. Hoover, who has been with the Company as its CEO for the last four years, said the time has come for a leadership transition that will allow him to spend more time focused on his family and personal business interests.

     “Mike has made a great contribution during his tenure with ProxyMed and has positioned the Company for future success,” said Kevin McNamara. “We sincerely appreciate Mike’s commitment to the Company.”

     “The healthcare EDI industry is experiencing dynamic changes,” said Mr. Hoover, “and new opportunities for ProxyMed continue to appear. As I relinquish my leadership, I’m confident that our strong management team will continue to advance our initiatives.”

About ProxyMed, Inc.
ProxyMed provides connectivity, medical cost containment services, business process outsourcing solutions and related value-added products to physicians, payers, pharmacies, medical laboratories, and other healthcare providers and suppliers. ProxyMed’s services support a broad range of both financial and clinical transactions, and we are HIPAA certified through Edifecs. To facilitate these services, ProxyMed operates Phoenix™, our secure national electronic information platform, which provides physicians and other primary care providers with direct connectivity to payers, chain and independent pharmacies and clinical laboratories.

For more information, please visit the Company’s website at www.proxymed.com.

Forward Looking Statement

ProxyMed cautions that forward-looking statements contained in this document are based on current plans and expectations, and that a number of factors could cause the actual results to differ materially from the guidance given at this time. Some of these factors are described in the Safe Harbor statement below.

Except for the historical information contained herein, the matters discussed in this document may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These statements include those concerning the potential benefits and effects, including but not limited to any expectations as to profitability, revenue growth, projected EBITDA, and other aspects of the financial performance of the combined company. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. While these statements reflect our current judgment, they are subject to risks and uncertainties. ProxyMed’s business is subject to a variety of risks, including the time and expense necessary to locate and retain suitable executive management. For further cautions about the risks of investing in ProxyMed, we refer you to the documents each company files from time to time with the Securities and Exchange Commission, particularly the Company’s Form 10-K for the year ended December 31, 2003, and the Company’s Form 10-Q for the quarter ending September 30, 2004.

ProxyMed does not assume any obligation to update information contained in this document, including for example guidance regarding future performance, which represents the companies’ expectations only as of the date of this release and should not be viewed as a statement about the Company’s expectations after such date. Although this release may remain available on the Company’s website or elsewhere, its continued availability does not indicate that the Company is reaffirming or confirming any of the information contained herein.

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