-----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, Gl1MHOZGNpZuOOfDs3U2NklmzGQ/Vc9uqhg5gS7hf6s3rL8M4FdTXah8Se7TOQTk q/kLfBfs71I318kTLBRFEw== 0000950170-00-000882.txt : 20000522 0000950170-00-000882.hdr.sgml : 20000522 ACCESSION NUMBER: 0000950170-00-000882 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000519 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000519 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: SEC FILE NUMBER: 000-22052 FILM NUMBER: 640008 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 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 19, 2000 PROXYMED, INC (Exact name of registrant as specified in its charter) FLORIDA 000-22052 65-0202059 ------- --------- ---------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation) 2555 Davie Road Suite 110 Ft. Lauderdale, Florida 33317 (Address of principal executive offices) 954-473-1001 (Registrant's telephone number, including area code) Item 5. Other Events. On May 19, 2000, ProxyMed, Inc. (the "Company") announced that its Board of Directors has commenced a reorganization aimed at reducing costs and reallocating resources. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release issued on May 19, 2000. 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. By: /S/ FRANK M. PUTHOFF -------------------------------- Name: Frank M. Puthoff Title: Executive Vice President, Chief Legal Officer, and Secretary Dated: May 19, 2000 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued on May 19, 2000. EX-99.1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Sara L. Wilkins Vice President Investor Relations & Corporate Communications ProxyMed, Inc. (954) 473-1001, ext. 300 PROXYMED INC. ANNOUNCES REORGANIZATION AND $8.5 MILLION COST- REDUCTION INITIATIVE FT. LAUDERDALE, FLA. - MAY 19, 2000 - ProxyMed Inc., (Nasdaq: PILL), a leading provider of eHealth physician solutions and business-to-business health care transaction services, today announced that its Board of Directors has commenced a reorganization aimed at reducing costs and reallocating resources. The Company estimates that the reorganization will reduce annual SG&A expenses by approximately $8.5 million, or 28%, and will reduce its overall workforce by 20%. The Company expects to take a pre-tax charge of approximately $1 million during the second quarter of 2000 related to the restructuring. The Board of Directors has assembled an executive committee that will closely monitor the progress of the Company. The committee, which will report to the Board of Directors, consists of current Board members Harold Blue and Peter Saunders, as well as outside consultant Cornelia Eldridge. Ms. Eldridge is president of Eldridge Associates, Inc., a management consulting firm which focuses on helping senior executives to strategically organize, manage, and implement their business plans. As previously announced on May 9th, the Board will be advised by an investment bank with respect to raising new capital. The investment bank will also evaluate other strategic alternatives. The Company also announced that it has accepted the resignations of its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Marketing Officer, and a senior sales executive, which were necessitated by the cost reduction plan. The recently formed executive committee will immediately commence a search for a new full-time chief executive to successfully implement the Company's plans and goals. In the interim, Harold Blue will act as Chief Executive Officer, reporting to the committee. The Company further announced that its profitable lab and B2B business segments would continue to be operated by Tom Hardy in Indiana and Lonnie Hardin in California, respectively. Jack Guinan will continue to grow and strengthen ProxyMed's eHealth initiatives from the corporate office in Florida. "We are undertaking decisive measures in an attempt to restore the true value of ProxyMed to its shareholders," said Harold Blue. "Today, ProxyMed has annual recurring healthcare revenue of $30 million from our lab, financial transactions, and eHealth businesses. Our immediate goal is to impose strict cost-saving measures as quickly as possible without sacrificing our eHealth initiative. We believe we can capitalize on the strengths of our core businesses and our loyal customer base to achieve our goals." "The capital markets are now sending a clear message that companies must show improved cash flow, and ProxyMed is determined to meet this challenge through our newly announced initiative. This reorganization carries with it the most difficult decision a management team can make - job reductions. This is painful both for those within the Company, who will be directly affected, and for those responsible for making this decision." "Recent studies have shown that in the next decade, more than 30% of the physician's time will be spent using Web-based tools. Healthcare providers will have to migrate their organizations toward the Internet to remain competitive. We believe that our Web portal, proxyMed.com, will be a strong contender in the race toward physician utilization of the Internet, especially given our existing physician connectivity to pharmacies, labs, and payers," Mr. Blue concluded. ABOUT PROXYMED, INC. ProxyMed, Inc. is among the nation's largest and most experienced eHealth companies, supplying eSolutions to physicians and business-to-business healthcare electronic commerce services to health care information systems providers. The Company's desktop software and its proxyMed.com Web site allow physicians to exchange clinical and financial messages with insurance companies, labs, pharmacies, suppliers, and patients in an efficient and secure manner - simplifying financial, administrative, and clinical processes and resulting in more cost-effective healthcare management and increased quality of patient care. NOTE: THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT THE COMPANY'S CURRENT EXPECTATIONS REGARDING FUTURE EVENTS, INCLUDING THOSE RELATING TO THE REDUCTION IN THE COMPANY'S EXPENSES. WHILE THESE STATEMENTS REFLECT THE COMPANY'S BEST CURRENT JUDGMENT, THEY ARE SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM PROJECTED RESULTS DUE TO A NUMBER OF FACTORS, INCLUDING, BUT NOT LIMITED TO ASSUMPTIONS, BELIEFS AND OPINIONS RELATING TO THE COMPANY'S ABILITY TO CONTINUE ITS BUSINESS OPERATIONS WITH FEWER EMPLOYEES AND CAPITAL RESOURCES AND THE COMPANY'S ABILITY TO COMPLY WITH THE TERMS OF THE REDEMPTION ARRANGEMENTS WITH CERTAIN HOLDERS OF ITS SERIES B CONVERTIBLE PREFERRED STOCK, PROXYMED'S GROWTH STRATEGY BASED UPON PROXYMED'S INTERPRETATION AND ANALYSIS OF HEALTHCARE INDUSTRY TRENDS AND MANAGEMENT'S ABILITY TO SUCCESSFULLY DEVELOP, MARKET, SELL AND IMPLEMENT ITS E-COMMERCE SOLUTIONS, CLINICAL AND FINANCIAL E-TRANSACTION SERVICES AND SOFTWARE APPLICATIONS TO PHYSICIANS, PHARMACIES, LABORATORIES, AND PAYERS. THESE FACTORS AND OTHER RISK FACTORS ARE MORE FULLY DISCUSSED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. PROXYMED EXPRESSLY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS. MORE INFORMATION ON PROXYMED IS AVAILABLE ON ITS HOME PAGE AT HTTP://WWW.PROXYMED.COM. -----END PRIVACY-ENHANCED MESSAGE-----