-----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, OS5J42q5puC0j4Pv43Wzqct/eSCjoMjxc4kXk3yDwb3KWra8wTCeaxhv2x8ml0KZ sdRvkLVKfuvHPdKKPGfuEw== 0001021408-01-505720.txt : 20010822 0001021408-01-505720.hdr.sgml : 20010822 ACCESSION NUMBER: 0001021408-01-505720 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010817 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010821 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: 1719937 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 d8k.txt CURRENT REPORT 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 17, 2001 --------------- PROXYMED, INC. -------------- (Exact name of registrant as specified in its charter) Florida 000-22052 65-0202059 ------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2555 Davie Road, Suite 110, 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 August 17, 2001, the Company filed a press release announcing its completion of an exchange of warrants issued in connection with its Series C preferred stock by exchanging 21.1 million warrants for 15.7 million shares of common stock. In addition to the warrant exchange, the Company announced a 1-for-15 reverse stock split of its common stock whereby each 15 shares of common stock would be exchanged for one new share of common stock (see Exhibit 99.1). Item 7. Exhibits. (c) The following exhibits are included herein: Exhibit 2.1 - Articles of Amendment to Articles of Incorporation dated July 25, 2001, increasing the authorized shares of common stock to 200,000,000, par value $.001. Exhibit 2.2 Articles of Amendment to Articles of Incorporation dated August 21, 2001, authorizing the 1-15 reverse stock split. Exhibit 99.1 Press Release dated August 17, 2001, reporting the completion of an exchange of warrants issued in connection with its Series C preferred stock and the Company's 1-15 reverse stock split. 1 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: August 21, 2001 /s/ Judson E. Schmid --------------- ------------------------------------ Judson E. Schmid, Executive Vice President and Chief Financial Officer 2 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION -------------- ----------- 2.1 Articles of Amendment to Articles of Incorporation dated July 25, 2001, increasing the authorized shares of common stock to 200,000,000, par value $.001. 2.2 Articles of Amendment to Articles of Incorporation dated August 21, 2001, authorizing the 1-15 reverse stock split. 99.1 Press Released dated August 17, 2001, reporting the completion of an exchange of warrants issued in connection with its Series C preferred stock and the Company's 1-15 reverse stock split. 3 EX-2.1 3 dex21.txt ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 2.1 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF PROXYMED, INC., a Florida corporation Pursuant to the provisions of Section 607.1006, Florida Statutes, ProxyMed, Inc. (the "Corporation") adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The Article III of the Corporation's Articles of Incorporation is amended by striking out the first paragraph thereof and by substituting in lieu of said paragraph the following new first paragraph to Article III: "The Corporation is authorized to issue 200,000,000 shares of Common Stock, par value $.001 per share, and 2,000,000 shares of preferred stock, par value $.01 per share." SECOND: This Amendment was adopted by the shareholders at the Corporation's Annual Meeting of Shareholders held on July 25, 2001. The number of votes cast were sufficient for approval. Dated as of the 25/th/ day of July, 2001. ProxyMed, Inc. By: /s/ Frank M. Puthoff ------------------------------------ Frank M. Puthoff, Secretary EX-2.2 4 dex22.txt ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 2.2 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PROXYMED, INC. PROXYMED, INC., a Florida corporation (the "Corporation"), hereby amends its Articles of Incorporation as follows: ARTICLE 1. The name of this corporation is ProxyMed, Inc. ARTICLE 2. These Articles of Amendment were adopted by the Board of Directors of the Corporation, pursuant to Florida Statutes Section 607.10025 and without a vote of the shareholders of the Corporation, on August 6, 2001. ARTICLE 3. These Articles of Amendment do not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and do not result in the percentage of authorized shares that remain unissued after the division or combination exceeding the percentage of authorized shares that were unissued before the division or combination. ARTICLE 4. Reverse Stock Split. Effective on August 21, 2001 (the "Effective ------------------- Date"), each share of Common Stock issued and outstanding immediately prior to the Effective Date (the "Old Common Stock") shall automatically and without any action on the part of the holder thereof be reclassified as, and changed into, 1/15/th/ of a share of Common Stock (the "New Common Stock"). Such reclassification and change of Old Common Stock into New Common Stock (the "Reverse Stock Split") shall not change the par value per share of the shares reclassified and changed, which par value shall remain $.001 per share.] Each holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Old Common Stock (the "Old Certificates", whether one or more) shall be entitled to receive upon surrender of such Old Certificates to the Corporation's transfer agent for cancellation, a certificate or certificates (the "New Certificates", whether one or more) representing the number of shares of New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered, are reclassified under the terms hereof. From and after the Effective Date, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof. If any New Certificate is to be issued in a name other than that in which the Old Certificates surrendered for exchange are issued, the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer. From and after the Effective Date, the amount of capital represented by the shares of the New Common Stock into which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be the same as the amount of capital represented by the shares of Old Common Stock so reclassified, until thereafter reduced or increased in accordance with applicable law. ARTICLE 5. Article III of the Corporation's Restated Articles of Incorporation, as amended, is further amended by striking out the first paragraph thereof and by substituting in lieu of said paragraph the following new first paragraph to Article III: "The Corporation is authorized to issue 13,333,333 and 1/3 shares of Common Stock, par value $.001 per share, and 2,000,000 shares of preferred stock, par value $.01 per share." ARTICLE 6. These Articles of Amendment shall become effective as of August 21, 2001. Except as amended hereby, the rest and remainder of the Corporation's Articles of Incorporation shall be and remain in full force and effect. Dated this 21/st/ day of August 2001. PROXYMED, INC. By: /s/ Michael K. Hoover ---------------------------------------- Michael K. Hoover Chairman and Chief Executive Officer ATTEST: /s/ Frank M. Puthoff - --------------------------------- Frank M. Puthoff, Secretary EX-99.1 5 dex991.txt PRESS RELEASE Exhibit 99.1 Company News Release FOR IMMEDIATE RELEASE Contacts: Michael K. Hoover Judson E. Schmid Chairman and Chief Executive Officer Chief Financial Officer (954) 473-1001, Ext. 300 (954) 473-1001, Ext. 300 PROXYMED COMPLETES WARRANT EXCHANGE AND ANNOUNCES 1-for 15 REVERSE STOCK SPLIT Ft. Lauderdale, FL. August 17, 2001 - ProxyMed, Inc. (Nasdaq: PILL), a leading provider of healthcare transaction processing services, announced today that it has completed the exchange of warrants issued in connection with its Series C preferred stock by exchanging 21.1 million warrants for 15.7 million shares of common. Over 96 percent of the 21.9 million warrants issued in connection with the Series C preferred stock financing were exchanged. The exchange, which began solicitation on June 15, resulted in a reduction in the number of fully-diluted shares by 5.4 million shares. Under the terms of the Exchange Agreement, the common stock issued is subject to an additional lock-up period through February 15, 2002. As a result of this exchange, the company expects to record a non-cash, deemed dividend charge of approximately $3.1 million in the third quarter. The exchange of its Series C warrants follows the successful April 2001 exchange of 4.1 million Series B warrants into 3.3 million common shares as part of the simplification of ProxyMed's capital structure. Michael K. Hoover, ProxyMed's chairman and chief executive officer said, "When I joined ProxyMed one year ago, the company had negative cash flows and a complex capital structure, hampering the ability to attract long-term investors and analysts that would establish and support a more fairly valued stock. We took an important step towards this by achieving EBITDA profitability in the second quarter. Today's announcement acts as a further catalyst by giving us a solid capital structure, clarity in terms of maintaining the company's Nasdaq National Market listing and greater opportunities to attract investors. We continue to have the utmost confidence in ProxyMed's future as evidenced by recent purchases of stock made by myself and other insiders." In addition to the warrant exchange, ProxyMed announced today a 1-for-15 reverse stock split of its common stock whereby each 15 shares of common stock would be exchanged for one new share of common stock. The reverse stock split has a record date of August 21, 2001. For 20 trading days beginning August 21, the company's common stock will trade under the symbol "PILLD" and thereafter the company's stock will trade under its current symbol "PILL". The company notes that shareholders are not required to physically exchange their current certificates for new ones. However, if certificates are exchanged, certificates will be issued to reflect any fractional share interests. "I am extremely pleased on the progress we have made on the simplification of our capital structure over the last few months," said Judson E. Schmid, ProxyMed's chief financial officer. "By reducing the warrant overhang from our Series B and Series C preferred stock and effecting the reverse split, we believe that these events will improve the marketability of ProxyMed's stock by appealing to a broader range of investors. The use of our stock as currency in the marketplace is extremely important for our future growth regarding acquisitions and attracting institutional investors." As a result of the warrant exchange and the reverse stock split, ProxyMed's fully-diluted shares position and capital structure will be as follows:
Before After ------ ----- Common stock outstanding 42,251,000 2,816,700 Series B and C convertible preferred stock 24,127,500 1,608,500 Warrants 2,683,100 178,900 Stock options 12,459,100 830,600 ---------- --------- Total fully-diluted shares 81,520,700 5,434,700 ========== =========
Insider and affiliate ownership of outstanding shares is approximately 22 percent resulting in a public float of approximately 2.2 million shares (post- reverse split). Additionally, ProxyMed has selected Registrar and Transfer Company of Cranford, New Jersey as its new stock transfer agent effective as of August 21, 2001. Registrar and Transfer Company can be contacted at 1-800-368-5948. About ProxyMed, Inc. - -------------------- ProxyMed is an electronic healthcare transaction processing services company providing connectivity services and related value-added products to physicians, payers, pharmacies, medical laboratories, and other healthcare providers and suppliers. ProxyMed's electronic transaction processing services support a broad range of both financial and clinical transactions. To facilitate these services, ProxyMed operates ProxyNet(R), its secure, proprietary national electronic information network, which provides physicians and other primary care providers with direct connectivity to one of the industry's largest list of payers, the largest list of chain and independent pharmacies and the largest list of clinical laboratories. Note: This press release contains forward-looking statements that reflect our current assumptions and expectations regarding future events. 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, including, but not limited to the soundness of our business strategies relative to the perceived market opportunities; our ability to successfully develop, market, sell, install and upgrade our clinical and financial transaction services and applications to physicians, payers, medical laboratories and pharmacies; our ability to compete effectively on price and support services; our assessment of the healthcare industry's need, desire and ability to become technology efficient; and our ability and that of our business associates to comply with various government rules regarding healthcare and patient privacy. These and other risk factors are more fully discussed in our filings with the Securities and Exchange Commission, which we strongly urge you to read. We expressly disclaim any intent or obligation to update any forward- looking statements. When used, the words "believes," "estimated," "expects," "anticipates," "may" and similar expressions are intended to identify forward- looking statements. More information on ProxyMed is available on its home page at http://www.proxymed.com. - ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----