-----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, JQgLYw/pxpSECWam4QYhxCVQ1/DGsa2NC2Hu6Fcy0Uex0EJYmt0ZyDz0F7yINKY9 55MNSw9W+HyPqiAedxSK5g== 0000950170-99-001912.txt : 19991217 0000950170-99-001912.hdr.sgml : 19991217 ACCESSION NUMBER: 0000950170-99-001912 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991216 EFFECTIVENESS DATE: 19991216 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: S-8 SEC ACT: SEC FILE NUMBER: 333-92905 FILM NUMBER: 99776053 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 S-8 1 As filed with the Securities and Exchange Commission on December 16, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- PROXYMED, INC. (Exact Name of Registrant as Specified in Its Charter) FLORIDA 65-0202059 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2555 DAVIE ROAD, SUITE 110 FORT LAUDERDALE, FLORIDA 33317 (Address of Principal Executive Offices) (Zip Code) AMENDED 1993 STOCK OPTION PLAN 1995 STOCK OPTION PLAN 1995 OUTSIDE DIRECTOR STOCK OPTION PLAN 1997 STOCK OPTION PLAN EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENTS (Full Title of the Plans) HAROLD S. BLUE CHAIRMAN OF THE BOARD PROXYMED, INC. 2555 DAVIE ROAD, SUITE 110 FORT LAUDERDALE, FLORIDA 33317 (Name and Address of Agent For Service) (954) 473-1001 (Telephone Number, Including Area Code, of Agent For Service) COPIES OF COMMUNICATIONS TO: FRANK M. PUTHOFF, ESQ. SPENCER G. FELDMAN, ESQ. EXECUTIVE VICE PRESIDENT AND GREENBERG TRAURIG CHIEF LEGAL OFFICER METLIFE BUILDING PROXYMED, INC. 200 PARK AVENUE, 15TH FLOOR 2555 DAVIE ROAD, SUITE 110 NEW YORK, NEW YORK 10166 FORT LAUDERDALE, FLORIDA 33317 (212) 801-9200 (954) 473-1001
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.001 per share, 34,750 shares(2) $10.03(3) $348,585.94 $92.03(2) underlying certain Plan options - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.001 per share, 374,833 shares(2) $11.694(3) $4,383,297.10 $1,157.19(2) underlying certain non-Plan options - ------------------------------------------------------------------------------------------------------------------------------------ Total 409,583 shares -- $4,731,883.04 $1,249.22 ====================================================================================================================================
- ---------------------------- (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares of common stock, par value $.001 per share (the "Common Stock"), of ProxyMed, Inc. (the "Company") being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions. (2) On May 29, 1996, the Company filed a Registration Statement on Form S-8 (Registration No. 333-04717) (the "1996 Form S-8") covering 1,282,500 shares of Common Stock underlying options available under the Company's 1993 Stock Option Plan (the "1993 Plan"), 1995 Stock Option Plan (the "1995 Plan"), and 1995 Outside Director Stock Option Plan (the "1995 Outside Director Plan"), and non-qualified options granted outside of the Company's stock option plans. A registration fee of $2,948.28 was paid in connection with the 1996 Form S-8. On April 17, 1998, the Company filed a Registration Statement on Form S-8 (Registration No. 333-50391) (the "1998 Form S-8") covering 737,934 shares of Common Stock underlying options available under the Company's 1997 Stock Option Plan (the "1997 Plan") and non-qualified options granted outside of the Company's stock option plans. A registration fee of $2,422.90 was paid in connection with the 1998 Form S-8. The 1996 Form S-8 and the 1998 Form S-8 are incorporated herein by reference in their entirety. Pursuant to General Instruction E to Form S-8, this Registration Statement constitutes: (i) Post-Effective Amendment No. 1 to the 1996 Form S-8 and the 1998 Form S-8 relating to an aggregate of 2,020,434 shares of Common Stock, all of which shares are being carried forward hereby; and (ii) a new registration statement relating to an aggregate of 409,583 shares of Common Stock, consisting of (a) 6,000 additional shares of Common Stock underlying options available under the 1993 Plan, (b) 23,250 additional shares of Common Stock underlying options available under the 1995 Plan, (c) 3,000 additional shares of Common Stock underlying options available under the 1995 Outside Director Plan, (d) 2,500 additional shares of Common Stock underlying options available under the 1997 Plan, and (e) 374,833 shares of Common Stock underlying non-qualified stock options granted outside of the Company's stock option plans to certain prospective employees, all of which shares of Common Stock are being registered hereby. The $1,246.64 registration fee paid in connection with this Registration Statement relates to the 409,583 shares of Common Stock being registered hereby. (3) Computed in accordance with Rules 457(c) and 457(h)(1) under the Securities Act solely for the purpose of calculating the total registration fee. With respect to 34,750 shares of Common Stock underlying options available under the 1993 Plan, the 1995 Plan, the 1995 Outside Director Plan and the 1997 Plan, the registration fee is based on $10.03 per share, the average of the reported high and low sales prices (rounded to the nearest cent) of the Common Stock in the Nasdaq National Market on December 10, 1999. With respect to the 374,833 shares of Common Stock underlying non-qualified stock options granted outside of the Company's stock option plans, the registration fee is based on $11.694 per share, the weighted average exercise price (rounded to the nearest cent) at which the shares will be issued. EXPLANATORY NOTE The documents containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (the "Registration Statement"), or as a prospectus or prospectus supplement pursuant to Rule 424. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Company hereby incorporates by reference into this Registration Statement the following documents heretofore filed by the Company with the Commission (File No. 0-22052) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1998, as amended by the Company's Forms 10-K/A filed on June 21, 1999 and July 22, 1999; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, as amended by the Company's Forms 10-Q/A filed on June 18, 1999 and July 22, 1999; the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999; and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999; (c) The Company's Current Report on Form 8-K dated December 31, 1998 (relating to the Key Communications merger); and the Company's Current Report on Form 8-K dated May 19, 1998 (relating the the Integrated Medical Systems acquisition); and (d) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A declared effective on August 5, 1993, including any other amendment or report filed for the purpose of updating such information. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 607.0850 of the Florida Business Corporation Act empowers a Florida corporation to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of such a corporation) II-1 by reason of the fact that such person is or was a director, officer, employee, or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including an appeal thereof, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his conduct was unlawful. A Florida corporation may indemnify such person against expenses including amounts paid in settlement (not exceeding in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion) actually and reasonably incurred by such person in connection with actions brought by or in the right of the corporation to procure a judgment in its favor under the same conditions set forth above, if such person acted in good faith and in a manner such person believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and to the extent the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. To the extent such person has been successful on the merits or otherwise in defense of any action referred to above, or in defense of any claim, issue or matter therein, the corporation must indemnify such person against expenses, including counsel (including those for appeal) fees, actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for in, or granted pursuant to, Section 607.0850 is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the articles of incorporation of the corporation or any by-law, agreement, vote of shareholders or disinterested directors, or otherwise. Section 607.0850 also provides that a corporation may maintain insurance against liabilities for which indemnification is not expressly provided by the statute. Article VII of the Company's Restated Articles of Incorporation and Article VII of the Company's By-Laws provide for indemnification of the directors, officers, employees and agents of the Company (including advancement of expenses) to the fullest extent permitted under Florida law. In addition, the Company has contractually agreed to indemnify its directors and officers to the fullest extent permitted under Florida law. The Company's employment agreements with its principal executive officers limit their personal liability for monetary damages for breach of their fiduciary duties as officers and directors, except for liability that cannot be eliminated under the Florida Business Corporation Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company as disclosed above, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See "EXHIBIT INDEX" included in this Registration Statement following the signature page, which index is incorporated herein by reference thereto. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: II-2 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of the annual report of the employee benefit plans pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on this 14th day of December 1999. PROXYMED, INC. By:/s/HAROLD S. BLUE ---------------------- Harold S. Blue Chairman of the Board -------------------- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harold S. Blue and Bennett Marks, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. -------------------- Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE --------- -------- ---- /s/HAROLD S. BLUE Chairman of the Board December 14, 1999 - ----------------- Harold S. Blue (principal executive officer) /s/JOHN B. OKKERSE, JR., PH.D. Chief Executive Officer December 14, 1999 - ------------------------------ John B. Okkerse, Jr., Ph.D. and Director /s/BENNETT MARKS Executive Vice President, December 14, 1999 - ---------------- Bennett Marks Chief Financial Officer and Director (principal financial and accounting officer) /s/PETER A.A. SAUNDERS Director December 14, 1999 - ---------------------- Peter A.A. Saunders /s/KEVIN E. MOLEY Director December 14, 1999 - ----------------- Kevin E. Moley /s/BERTRAM J. POLAN Director December 14, 1999 - ------------------- Bertram J. Polan /s/EUGENE R. TERRY Director December 14, 1999 - ------------------ Eugene R. Terry
II-5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3.1 Articles of Incorporation of the Company, as amended. (1) 5.1 Opinion of Greenberg Traurig. (*) 10.10 Amended 1993 Stock Option Plan. (2) 10.11 1995 Stock Option Plan. (1) 10.12 1995 Outside Director Stock Option Plan. (1) 10.18 1997 Stock Option Plan. (3) 10.23 Form of Employee Non-Qualified Stock Option Agreement. (*) 23.1 Consent of PricewaterhouseCoopers LLP (ProxyMed). (*) 23.2 Consent of PricewaterhouseCoopers LLP (WPJ). (*) 23.3 Consent of McCauley, Nicolas & Company, LLC (Key). (*) 23.4 Consent of Greenberg Traurig (included in Exhibit 5.1). (*) 25.1 Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).(*) - ------------------------------- (*) Filed herewith. (1) Incorporated herein by reference and filed as an exhibit to the Company's Registration Statement on Form SB-2 (Registration No. 333-2678). (2) Incorporated herein by reference and filed as an exhibit to the Company's Proxy Statement on Schedule 14A relating to its 1994 Annual Meeting of Shareholders (File No. 0-22052). (3) Incorporated herein by reference and filed as an exhibit to the Company's Proxy Statement on Schedule 14A relating to its 1997 Annual Meeting of Shareholders (File No. 0-22052). II-6 EX-5.1 2 EXHIBIT 5.1 GREENBERG TRAURIG 200 Park Avenue New York, New York 10166 December 16, 1999 ProxyMed, Inc. 2555 Davie Road, Suite 110 Fort Lauderdale, Florida 33317 Re: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel to ProxyMed, Inc., a Florida corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of 409,583 shares (the "Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"), consisting of: (a) 6,000 shares of Common Stock underlying options available under the Company's 1993 Stock Option Plan, (b) 23,250 shares of Common Stock underlying options available under the Company's 1995 Stock Option Plan, (c) 3,000 shares of Common Stock underlying options available under the Company's 1995 Outside Director Stock Option Plan, (d) 2,500 shares of Common Stock underlying options available under the Company's 1997 Stock Option Plan, and (e) 374,833 shares of Common Stock underlying non-qualified stock options granted outside of the Company's stock option plans to certain prospective employees and consultants (the "Non-Qualified Options"). The 1993 Stock Option Plan, the 1995 Stock Option Plan, the 1995 Outside Director Stock Option Plan, and the 1997 Stock Option Plan are hereinafter collectively referred to as the "Plans." In connection with this opinion, we have examined the Registration Statement, the Company's Articles of Incorporation, as amended, By-laws, as amended, and such other documents and records as we have deemed relevant. In our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies. In addition, we have made such other examinations of law and of fact as we have deemed appropriate in order to form a basis for the opinion hereinafter expressed. With respect to the issuance of the Shares by the Company, we have assumed that the Shares will be issued, and the certificates evidencing the same will be duly delivered, in accordance with the respective terms of the Plans and the Non-Qualified Stock Options, and against receipt of the consideration stipulated therefor, which will not be less than the par value of the Shares. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the foregoing assumptions, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Greenberg Traurig GREENBERG TRAURIG A Partnership of Limited Liability Entities EX-10.23 3 EXHIBIT 10.23 STOCK OPTION AGREEMENT This Agreement is made as of _________, 19__, by and between PROXYMED, INC. (the "Company") and ______________, who is an employee of the Company (the "Employee"). WHEREAS, the Company considers it desirable and in its best interests that the new Employee be given an inducement to acquire a proprietary interest in the Company, and an added incentive to advance the interests of the Company by possessing a right (the "Option Right") to purchase shares of the Company's common stock, $.001 par value (the "Option Stock"). NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties as follows: 1. GRANT OF OPTION. The Company hereby grants to the Employee the right, privilege and option to purchase the number of shares of Option Stock, at the purchase price as shown on Schedule I attached hereto (the "Option Price"), in the manner and subject to the conditions hereinafter provided in this Agreement. The Option Right granted hereunder is a Non-Qualified Option as specified on Schedule I. 2. TIME OF EXERCISE OF OPTION. The aforesaid Option Right may be exercised at any time, subject to Sections 3 and 4, below, and from time to time, until the termination thereof as provided in Sections 7, 8, 9 and 10 below; provided, however, that the Option Right granted herein may not be exercised after the termination date as shown on Schedule I, unless provided otherwise by the Board of Directors or Compensation Committee of the Company. 3. VESTING OF OPTION RIGHT. The Option Right shall vest as provided in the Schedule I. 4. MANNER OF EXERCISE. An Option that has vested pursuant to the Schedule I may be exercised in whole or in part, in increments of a minimum of 100 shares, at any time, or from time to time, during its term. To exercise an Option, the Employee exercising the Option must deliver to the Company, at its principal office: a) a written notice of exercise of the Option, which states the extent to which the Option is being exercised and which is executed by the Employee; b) a check in an amount, or Common Stock with a fair market value, equal to the Exercise Price of the Option times the number of shares being exercised, or a combination of the foregoing; and c) a check equal to any withholding taxes the Company is required to pay as a result of the exercise of the Option by the Employee. If permitted by the Board of Directors or the Committee, at the time of exercise, the Employee may elect, at such time and in such manner as the Board of Directors or the Committee may prescribe, to satisfy such withholding obligation by (A) delivering to the Company Common Stock (which in the case of Common Stock acquired from the Company shall have been owned by the Employee for at least six months prior to the delivery date) having a fair market value equal to such withholding obligation; or (B) requesting that the Company withhold from the shares of Common Stock to be delivered upon the exercise a number of shares of Common Stock having a fair market value equal to such withholding obligation. The day on which the Company receives all of the items specified in this subsection shall be the date on which the Option is exercised to the extent described in the notice of exercise. 5. DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after an Option is exercised, the Company shall cause the transfer agent to deliver to the Employee who exercises the Option certificates, registered in that person's name, representing the number of shares of Common Stock that were purchased by the exercise of the Option. Unless the Common Stock was issued in a transaction that was registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), each certificate may bear a legend to indicate that if the Common Stock represented by the certificate was issued in a transaction that was not registered pursuant to the Securities Act, and may only be sold or transferred in a transaction that is registered pursuant to the Securities Act or is exempt from the registration requirements of the Securities Act. 6. NON-TRANSFERABILITY OF OPTIONS. During the lifetime of a person to whom an Option is granted, the Option may be exercised only by that person or by his or her guardian or legal representative., except to the extent the Board of Directors or the Committee shall otherwise determine, whether at the time the Option is granted or thereafter. An Option may not be assigned, transferred, sold, pledged or hypothecated in any way; shall not be subject to levy or execution or disposition under the Bankruptcy Code of 1978, as amended, or any other state or federal law granting relief to creditors, whether now or hereafter in effect; and shall not be transferable otherwise than by will or the laws of descent and distribution. The Company will not recognize any attempt to assign, transfer, sell, pledge, hypothecate or otherwise dispose of an Option contrary to the provisions of this Plan, or to levy any attachment, execution or similar process upon any Option and, except as expressly stated herein, the Company shall not be required to, and shall not, issue Common Stock on the exercise of an Option to anyone who claims to have acquired that Option from the person to whom it was granted in violation of this subsection. 7. RETIREMENT OF HOLDER OF OPTION. If there is a Termination of Employment of an Employee to whom an Option has been granted due to Retirement, each Non-Qualified Option held by the retired Employee, whether or not then vested, may be exercised until the earlier of: (x) the end of the twelve (12) month period immediately following the date of such Termination of Employment; or (y) the expiration of the term specified in the Option. 8. TOTAL DISABILITY OF HOLDER OF OPTION. If there is a Termination of Employment of an Employee to whom an Option has been granted by reason of his or her Total Disability, each Option held by the Employee, whether or not then vested, may be exercised until the earlier of: (x) the end of the twelve (12) month period immediately following the date of such Termination of Employment; or (y) the expiration of the term specified in the Option. 9. DEATH OF HOLDER OF OPTION. If there is a Termination of Employment of an Employee to whom an Option has been granted by reason of (i) his or her death; or (ii) the death of the former Employee within twelve (12) months following the date of his or her Retirement; or (iii) the death of the former Employee within twelve (12) months following the date of his or her Termination of Employment by reason of Total Disability, then each Option held by the person at the time of his or her death, whether or not then vested, may be exercised by the person or persons to whom the Option shall pass by will or by the laws of descent and distribution (but by no other persons) until the earlier of: (x) the end of the twelve (12) month period immediately following the date of death (or such longer period as is permitted by the Committee); and (y) the expiration of the term specified in the Option, provided, however, that in no event is the term of the Option to be deemed to expire prior to the end of three (3) months from the date of death of the Employee. 10. TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT, DEATH OR DISABILITY. Unless the Committee or the Board of Directors agrees or has agreed otherwise with respect to a specific Option, if there is a Termination of Employment of an Employee to whom an Option has been granted hereunder for any reason other than the Retirement, death or Total Disability of the Employee, then all Options held by such Employee which are then vested may be exercised until the earlier of: (x) the three (3) month period immediately following the date of such Termination of Employment; or (y) the expiration of the term specified in the Option. 11. RESTRICTIONS ON RESALES. The shares issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. The holder may not resell the shares purchased hereunder except pursuant to registration under the Securities Act or an exemption therefrom. Resales of shares issuable hereunder may be subject to other state and federal securities laws. The Employee is advised to consult with legal counsel as to compliance with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and such other laws prior to resale of such shares. The Company, as a condition to the exercise of an Option to acquire shares not registered under the Securities Act, may require the Employee to represent and warrant at the time of any exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by the Securities Act. 12. REGISTRATION. Upon a Change of Control (defined below), the Company agrees to use its best efforts to cause the Common Stock underlying the Options to be registered under the Securities Act at the earliest possible time. The Company shall have no other obligation to register said Common Stock unless directed to do so by the Board of the Company based on the Company's best interests. 13. RECAPITALIZATION. a) IN GENERAL. If the Company increases the number of outstanding shares of Common Stock through a stock dividend or a stock split, or reduces the number of outstanding shares of Common Stock through a combination of shares or similar recapitalization then, immediately after the record date for the change: (i) the number of shares of Common Stock issuable on the exercise of each outstanding Option granted hereunder (whether or not then vested) shall be increased in the case of a stock dividend or a stock split, or decreased in the case of a combination or similar recapitalization that reduces the number of outstanding shares, by a percentage equal to the percentage change in the number of outstanding shares of Common Stock as a result of the stock dividend, stock split, combination or similar recapitalization; (ii) the Exercise Price of each outstanding Option granted hereunder (whether or not then vested) shall be adjusted so that the total amount to be paid upon exercise of the Option in full will not change; and (iii) the number of shares of Common Stock that may be issued on exercise of Options granted hereunder (whether or not then vested) and that are outstanding or remain available for grant shall be increased or decreased by a percentage equal to the percentage change in the number of outstanding shares of Common Stock. Any fractional shares will be rounded up to whole shares. b) CORPORATE TRANSACTIONS. "Corporate Transactions" means any (i) reorganization or liquidation of the Company; (ii) reclassification of the Company's capital stock; (iii) merger of the Company with or into another corporation; or (iv) the sale of all or substantially all the assets of the Company, which results in a significant number of employees being transferred to a new employer or discharged or in the creation or severance of a parent-subsidiary relationship. If, as a result of a Corporate Transaction while an Option granted hereunder is outstanding (whether or not then vested), and the holders of the Common Stock become entitled to receive, with respect to their Common Stock, securities or assets other than, or in addition to, their Common Stock, then upon exercise of that Option the holder shall receive what the holder would have received if the holder had exercised the Option immediately before the first Corporate Transaction that occurred while the Option was outstanding and as if the Company had not disposed of anything the holder would have received as a result of that and all subsequent Corporate Transactions. The Company shall not agree to any Corporate Transaction unless the other party to the Corporate Transaction agrees to make available on exercise of the Options granted hereunder that are outstanding at the time of the Corporate Transaction, the securities or other assets the holders of those Options are entitled pursuant to this subsection to receive. 14. CHANGE OF CONTROL. Upon a change of control, as defined herein, any unvested Options shall immediately vest. a) "Change of Control" means any of the following events: i) an acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any Person (as defined in the Exchange Act of 1934, as amended (the "1934 Act")) immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%) or more of the combined voting power of the Company's then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (x) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company; or (B) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"); (y) the Company or any Subsidiary; or (z) any Person in connection with a Non-Control Transaction (as hereinafter defined). ii) the individuals who, as of the date this Plan is approved by the Company's Board of Directors (the "Board"), are members of the Board (the "Incumbent Board") cease for any reason to constitute at least two-thirds (2/3) of the Board; provided, however, that the voluntary resignation of a member of the Incumbent Board unrelated to a Change of Control shall not affect such calculation; provided, further, however, that if the election or nomination for election by the Company's stockholders or Board of any new director was approved by a vote of at least two-thirds (2/3) of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board (a "proxy contest"), including by reason of any agreement intended to avoid or settle any election contest or proxy contest; or iii) approval by stockholders of the Company of: a) a merger, consolidation or reorganization involving the Company, unless (1) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least seventy-five percent (75%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation or reorganization or the ultimate entity controlling such corporation (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; (2) the individuals who are members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds (2/3) of the members of the board of directors of the Surviving Corporation and no agreement, plan or arrangement is in place to change the composition of the board following the merger, consolidation or reorganization such that the Incumbent Board would constitute less than two-thirds (2/3) of the reconstituted board; (3) no person (other than the Company, any Subsidiary, or any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or any Person who immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty percent (20%) or more of the then-outstanding Voting Securities) has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Surviving Corporation's then-outstanding Voting Securities; and (4) a transaction described in clauses (1) through (3) shall herein be referred to as a "Non-Control Transaction." b) a complete liquidation or dissolution of the Company; or c) an agreement for the sale or other disposition of all of the operating assets of the Company to any Person (other than a transfer to a Subsidiary). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then-outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. 16. RIGHTS OF OPTION HOLDER. a) STOCKHOLDER. The holder of an Option (whether or not then vested) shall not have any rights as a stockholder by reason of holding that Option. Upon exercise of an Option granted hereunder, the holder shall be deemed to acquire the rights of a stockholder when, but not before, the issuance of Common Stock as a result of the exercise is recorded in the stock transfer records of the Company. b) EMPLOYMENT. Nothing in the grant of an Option shall confer upon any Employee the right to continue in the employ of the Company or shall interfere with or restrict in any way the rights of the Company to discharge any Employee at any time for any reason whatsoever, with or without cause. 17. LAWS AND REGULATIONS. The obligation of the Company to sell and deliver shares of Common Stock on vesting and exercise of Options granted hereunder shall be subject to the condition that counsel for the Company be satisfied that the sale and delivery thereof will not violate the Securities Act or any other applicable laws, rules or regulations. In addition, the Company may, as a condition to such sale and delivery, require the Employee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required pursuant to such securities laws. 18. TAXES; WITHHOLDING OF TAXES. Employee is obligated to determine what, if any, tax effect the grant or exercise of these options has or may have on Employee. The Company is not liable for any taxes which Employee may be obligated to pay as a result of these options nor shall the Company be liable for any taxes. If, whether because of a disposition of Common Stock acquired on exercise of a Non-Qualified Option or otherwise, the Company becomes required to pay withholding taxes to any federal, state or other taxing authority and the Employee fails to provide the Company with the funds with which to pay that withholding tax, then the Company may withhold, subject to applicable state law, up to 50% of each payment of salary or bonus to the Employee (which will be in addition to any other required or permitted withholding), until the Company has been reimbursed for the entire withholding tax it was required to pay, or to otherwise make full reimbursement from Employee. 19. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns; it may be amended only in writing and executed by the parties and as authorized by the Board of Directors or Compensation Committee of the Company. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. PROXYMED, INC. By:__________________________________ By:__________________________________ Frank M. Puthoff, Secretary Harold S. Blue, Chairman I hereby accept the stock option right offered to me by the Company as set forth in this Stock Option Agreement dated as of ______, 19__, and Schedule I which is attached thereto. Accepted by: ------------------------------------- Employee Date:________________________________ SCHEDULE I The information set forth in this Schedule I is subject to all of the terms of the PROXYMED, INC. STOCK OPTION AGREEMENT to which this Schedule is attached. 1. Name of Employee: 2. Address: 3. Social Security Number: 4. Number of Shares: 5. Exercise Price: $_____ per share (closing price at close of business on ________) 6. Type of Option: Non-Qualified Stock Option 7. NUMBER OF SHARES DATE VESTED EXPIRATION DATE ---------------- ----------- --------------- SCHEDULE II NOTICE OF EXERCISE I, the undersigned Employee, hereby give notice of the exercise of the Option described below, to the extent and in the manner specified herein, subject to the all of the terms and conditions of the PROXYMED, INC. STOCK OPTION AGREEMENT granting this Option and the PROXYMED, INC. If the shares to be acquired pursuant to this exercise of the Option are not registered under the Securities Act of 1933, as amended, the undersigned represents and warrants that the shares are being purchased only for investment and without any present intention to sell or distribute such shares. 1. Name of Employee: 2. Address: 3. Social Security Number: _________________________ 4. Number of Shares Being Exercised on This Date: ______________ 5. Exercise Price: $_____ per share 6. Manner of Payment: ______ Check (amount enclosed: $ ) --------------------- ______ Stock Certificates (subject to receipt of opinion of counsel, as specified in Section 5 of the Stock Option Agreement) --------------------------------- Employee Date: EX-23.1 4 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 19, 1999, on our audits of the consolidated financial statements and financial statement schedules of ProxyMed, Inc. and subsidiaries as of December 31, 1998 and 1997, and for each of the three years ended December 31, 1998, which report appears in the annual report on Form 10-K/A #2 for the fiscal year ended 1998 of ProxyMed, Inc. and subsidiaries filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. PricewaterhouseCoopers LLP Miami, Florida December 13, 1999 EX-23.2 5 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated April 17, 1998, on our audits of the financial statements of WPJ, Inc., d/b/a Integrated Medical Systems, as of December 31, 1996 and 1997, and for the years ended December 31, 1995, 1996 and 1997, which appears in the Current Report on Form 8-K dated May 19, 1998. PricewaterhouseCoopers LLP Miami, Florida December 13, 1999 EX-23.3 6 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated July 28, 1998, on our audit of the balance sheet of Key Communications Service, Inc. as of April 30, 1998, and our report dated July 31, 1997, on our audit of the balance sheet of Key Communications Service, Inc. as of April 30, 1997, and the related statements of income, stockholders' equity and cash flows for each of the years then ended. McCauley, Nicolas & Company, LLC New Albany, Indiana December 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----