-----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, J36PVP5SD1wS8SpbrjK0wffaeRDcFKmQHxP2g/lN8EhXxXoDh530vmU82bcslMpP mXMfKEMl9UHEauZJn1Qvug== 0000950144-05-008938.txt : 20050819 0000950144-05-008938.hdr.sgml : 20050819 20050819061951 ACCESSION NUMBER: 0000950144-05-008938 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050818 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: 20050819 DATE AS OF CHANGE: 20050819 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: 051036973 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 g97035e8vk.htm PROXYMED, INC. PROXYMED, INC.
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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): August 18, 2005
PROXYMED, INC.
(Exact Name of Registrant as Specified in Charter)
         
FLORIDA   000-22052   65-0202059
         
(State or Other
Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
1854 Shackleford Court, Suite 200,
Norcross, Georgia 30093-2924
(Address of Principal Executive Offices)
(770) 806-9918
(Registrant’s telephone number, including area code)
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):
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))
 
 

 

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01. Financial Statements; Exhibits
SIGNATURES
Exhibit Index
EX-99.1 PRESS RELEASE DATED AUGUST 15, 2005
EX-99.2 PRESS RELEASE DATED AUGUST 18, 2005

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b)     Gregory J. Eisenhauer will resign as Chief Financial Officer of ProxyMed, Inc. (the “Company”) and all other officer and director positions held by him with the Company and its subsidiaries, effective August 19, 2005. Mr. Douglas O’Dowd, ProxyMed’s Vice-President and Corporate Controller has been appointed Interim Chief Financial Officer to replace Mr. Eisenhauer. A copy of the Company’s press release, dated August 15, 2005, is attached hereto as Exhibit 99.1.
In connection with an internal reorganization, John Paul Guinan, Executive Vice President and Chief Technology Officer, has been terminated effective September 16, 2005. The Company has no plans at this time to appoint a successor. Jeffrey M. Markle, Senior Vice President, Cost Containment Services, has been terminated effective August 16, 2005. The Company has no plans at this time to appoint a successor. A copy of the Company’s press release, dated August 18, 2005, is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements; Exhibits
(c)     Exhibits
     
Exhibit    
99.1
  Press Release dated August 15, 2005
 
    
99.2
  Press Release dated August 18, 2005

 

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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.
 		  
  By:   /s/ John G. Lettko    
    Name:   John G. Lettko   
Dated: August 18, 2005    Title:   Chief Executive Officer   

 

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Exhibit Index
     
Exhibit No.   Description
99.1
  Press Release dated August 15, 2005.
 
    
99.2
  Press Release dated August 18, 2005

 

EX-99.1 2 g97035exv99w1.txt EX-99.1 PRESS RELEASE DATED AUGUST 15, 2005 EXHIBIT 99.1 ProxyMed, Inc. Announces Appointment of Doug O'Dowd as Interim CFO GREGG EISENHAUER TO PURSUE NEW BUSINESS OPPORTUNITY ATLANTA, GA (BUSINESS WIRE) -- August 15, 2005 - ProxyMed (Nasdaq: PILL), a leading provider of healthcare transaction processing and medical cost containment services, today announced that Douglas O'Dowd, ProxyMed's Vice-President and Corporate Controller, has been appointed Interim Chief Financial Officer to replace Gregg Eisenhauer. Mr. Eisenhauer is resigning as ProxyMed's CFO to pursue a new business opportunity. Kevin McNamara, Chairman of the Board of Directors, commenting on the announcement, said, "The Board of Directors would like to thank Gregg and wish him well in his new assignment. Doug is well-qualified to assume the responsibilities of CFO and we are pleased that he will be stepping into the role." Mr. O'Dowd began his career at Deloitte and Touche, where he became a Senior Accountant and CPA. Prior to joining ProxyMed in 2002, he served as CFO at NexTrade Holdings, Inc. Before that, Mr. O'Dowd was the Corporate Controller for JLM Industries, where he led the company's initial public offering. He has served on the Board of Directors of the American Diabetes Association of Greater Tampa Bay and received his Master's and Bachelor of Science degrees in accounting from the University of Florida. "Doug brings strong finance and management experience to this position, which will be instrumental in helping to drive the next stage of ProxyMed's growth strategy," said John Lettko, Chief Executive Officer at ProxyMed. "We believe his knowledge of the company, proficiency in finance and accounting, and leadership ability make Doug a natural fit as ProxyMed's interim CFO." 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(TM), 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 about ProxyMed, please visit the company's website at http://www.proxymed.com FORWARD-LOOKING STATEMENT ProxyMed cautions that any 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 such statements. 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. 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. Actual results may differ significantly from projected results due to a number of factors. In particular, no assurances can be given regarding the success or future abilities of the Company's Interim Chief Financial Officer or any Company executive. For further cautions about the risks of investing in ProxyMed, we refer you to the documents the Company files from time to time with the Securities and Exchange Commission, particularly the Company's Form 10-K/A for the year ended December 31, 2004, and Form 10-Q for the fiscal quarter ending June 30, 2005. The Company is not undertaking to update this press release. 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. SOURCE: ProxyMed, Inc. EX-99.2 3 g97035exv99w2.txt EX-99.2 PRESS RELEASE DATED AUGUST 18, 2005 Exhibit 99.2 ProxyMed, Inc. Successfully Completes Internal Analysis and Announces Reorganization to Address the Unmet Needs of the Evolving Healthcare Market ATLANTA, GA (BUSINESS WIRE) -- August 18, 2005 - ProxyMed (Nasdaq: PILL), a leading provider of healthcare payments processing and medical cost containment services, today announced the successful completion of its internal analysis and a reorganization of its business to focus resources on the company's new strategic direction, scheduled to be unveiled this year. A new senior management team comprised of healthcare industry veterans and transaction services executives has been assembled to lead the charge. "We've spent the last eight weeks completing an in-depth discovery process of our business lines, financials, and organizational structure," said John Lettko, ProxyMed's CEO. "ProxyMed had acquired a number of companies over the past several years that had not been fully integrated into the business. This was our opportunity to eliminate redundancy, change the way we respond to our customers, and reorganize our business to leverage the opportunities ahead." Poised to reveal its strategic plan in early Q405, ProxyMed will integrate its business lines, platforms and systems. The company will revamp its offerings, placing greater emphasis on customer service and client-driven solutions. Industry veteran and newly-appointed head of Product Management Eric Arnson stated, "ProxyMed is committed to delivering new, as well as enhanced products that offer greater visibility and further expedite the processing of healthcare payments." "As a technology company with value-add services, superior customer service is our highest priority, and we continue to improve in how we respond to our customers' needs," added Chris Carter, Customer Care Executive. "We have carefully considered our strengths and market demands and structured our organization to deliver on the emerging opportunities in healthcare." In conjunction with this announcement, ProxyMed filed an 8-K today with the Securities and Exchange Commission (SEC). ABOUT PROXYMED, INC. ProxyMed provides healthcare payments processing, 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. To facilitate these services, ProxyMed operates Phoenix(TM), 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 about ProxyMed, please visit the company's website at http://www.proxymed.com FORWARD-LOOKING STATEMENT ProxyMed cautions that any 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 such statements. 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. 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. Actual results may differ significantly from projected results due to a number of factors. In particular, no assurances can be given regarding the Company's ability to successfully integrate business lines, platforms, or systems, to develop new products and/or services, or the success or future abilities of the Company's Interim Chief Financial Officer or any Company executive or manager. For further cautions about the risks of investing in ProxyMed, we refer you to the documents the Company files from time to time with the Securities and Exchange Commission, particularly the Company's Form 10-K/A for the year ended December 31, 2004, and Form 10-Q for the fiscal quarter ending June 30, 2005. The Company is not undertaking to update this press release. 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. SOURCE: ProxyMed, Inc. ### -----END PRIVACY-ENHANCED MESSAGE-----