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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 11, 1999
PROVIDENT AMERICAN CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-13591 23-2214195
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2500 DeKalb Pike, Norristown, Pennsylvania 19404
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(Address of principal executive offices/Zip Code)
Former name, former address, and former fiscal year, if changed since last
report: N/A
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Item 5. Other Events
The following information is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial data, including
the Consolidated Financial Statements of the Provident American Corporation
("Provident") and its subsidiaries, and the notes thereto, appearing in
Provident's reports filed with the Securities and Exchange Commission ("SEC").
Except for the historical information contained herein, this Current Report on
Form 8-K, contains certain forward-looking statements regarding Provident's
business and prospects that are based upon numerous assumptions about future
conditions which may ultimately prove to be inaccurate and actual events and
results may materially differ from anticipated results described in such
statements. Such forward-looking statements involve risks and uncertainties,
such as historical and anticipated losses; uncertainty of future results, new
business challenges, risks associated with brand development, competition,
funding; need for additional capital, management of potential growth; new
management team, dependence on key personnel, dependence on the Internet,
dependence on strategic alliances with Internet providers, liability for
information retrieved from the Internet, uncertain acceptance of the Internet as
a medium for health insurance sales, risk capacity constrains; reliance on
internally developed systems; system development risks, dependence on third
party systems, rapid technological change, risk of system failure, A.M. Best's
insurance ratings, dependence on key suppliers of insurance products, dependence
upon third party claims administration services, changes in the insurance
industry, insurance industry factors, health care reform legislation, government
regulation and legal uncertainties, potential conflicts of interest, risk
associated with the Year 2000 and absence of dividends. Any one or a combination
of these factors could have a material adverse effect on Provident's business,
financial condition and results of operations. These forward-looking statements
represent Provident's judgment as of the date of this report. Provident
disclaims, however, any intent or obligation to update these forward-looking
statements.
On May 13, 1999, HealthAxis.com, Inc. ("HealthAxis" or the "Company"),
the Internet subsidiary of Provident, announced the completion of a private
placement of Common Stock to a group of accredited investors. Gross proceeds of
the offering totaled $6,192,612.00. The Company issued 516,051 shares of Common
Stock.
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Investors purchasing in the Common Stock Offering (the "Offering") were
provided with the following registration rights:
When the Company proposes to register any shares of Common Stock from
authorized but unissued common shares or treasury shares under the Securities
Act (other than on a Form S-4 or a Form S-8), the Company is required to give
notice to the holders of the Common Stock who purchased in the Offering of the
proposed registration and the right to include their shares of Common Stock in
such registration (a "Piggyback Registration"), subject to certain conditions
including the right of the underwriter of such offering to limit the number of
Common Stock sold by the holders if the underwriter advised the Company and such
holders in writing that the number of Common Stock required to be included by
such holders would interfere with the successful marketing of the shares
offered. Such Piggyback Registration rights are subject to the priority rights
granted to HealthPlan Services, Inc. ("HPS"), holders of the Series B and Series
C Preferred Stock and certain warrant holders. Subject to rights granted to HPS,
holders of the Series B and Series C Preferred Stock and certain warrant
holders, the holders of at least 2% of the then outstanding shares of Common
Stock purchased in the Offering may also require the Company to file up to two
registration statements ("demand registrations") under the Securities Act with
respect to the Common Stock acquired in the Offering held by such holders
desiring to participate, subject to certain conditions. Such demand may not be
made earlier than: (i) 12 months from the closing of the offering or (ii) six
months after the Company's initial public offering. The Company is required to
pay all registration expenses (as defined in the Registration Rights Agreement
to be executed in connection with this transaction), other than any underwriting
discounts and commissions for any underwriter or broker-dealer acting on behalf
of the holders of the Common Stock.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
Not applicable.
(b) Proforma Financial Information.
Not applicable.
(c) Exhibits.
The following exhibits are filed herewith:
S-K Item
Number Description
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99.1 Press Release dated May 13, 1999.
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SIGNATURE
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.
PROVIDENT AMERICAN CORPORATION
Date: May 13, 1999 By: /s/ Alvin H. Clemens
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Alvin H. Clemens
Chairman of the Board and
Chief Executive Officer
Date: May 13, 1999 By: /s/ Francis L. Gillan III
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Francis L. Gillan III
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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S-K Item
Number Description
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99.1 Press Release dated May 13, 1999.
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[GRAPHIC OMITTED] HealthAxis
CONTACT:
Deidre Holt Annalise Carol
HealthAxis.com Robinson Lerer & Montgomery for HealthAxis.com
610-275-3800 212-484-7237
[email protected] [email protected]
Investor Contact Media Contact
HEALTHAXIS.COM COMPLETES $6.2 MILLION PRIVATE EQUITY PLACEMENT
FOR A TOTAL OF $15 MILLION IN 1999
Tudor Investment Corp. and First Health Lead New Investments
EAST NORRITON, PA, (MAY 13, 1999) - HealthAxis.com, Inc., a subsidiary of
Provident American Corp. (Nasdaq: PAMC) and the Internet's leading online
insurance marketer, today announced the private placement of equity securities
that raised $6.2 million in capital. The lead investors were Tudor Investment
Corp., a global asset management firm, and First Health (Nasdaq: FHCC), the
nation's premier full-service national health benefits Company, as well as
several other institutional investors.
The private funding announced today brings HealthAxis.com to a total of $15
million in private equity placement achieved since the start of 1999. In March,
HealthAxis.com completed an $8.8 private equity placement, led by UICI (Nasdaq:
UICI). Tudor Investment Corp. and First Health join UICI and the original
HealthAxis.com investment group, which includes America Online, Inc. (NYSE:
AOL), Health Plan Services, Inc. (NYSE: HPS), and Provident American.
Michael Ashker, President and Chief Executive Officer of HealthAxis.com, said:
"The support for HealthAxis.com from Tudor Investment Corp., one of the most
respected global asset management firms, and First Health Group, which owns the
nation's largest directly contracted PPO network, as well as our other
investors, is yet another vote of confidence in the future of the online
distribution of healthcare insurance."
In a separate press release today, HealthAxis.com also announced a strategic
alliance making First Health the primary independent managed care network
provider to HealthAxis.com's insurance carrier partners.
-more-
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About HealthAxis.com
HealthAxis.com, Inc., a subsidiary of Provident American Corporation, is a
pioneer in the Internet distribution of health and life insurance to the
individual and small group markets. HealthAxis.com is a "digital insurance
agent." HealthAxis.com does not engage in any insurance underwriting and assumes
no underwriting risk. Through its interactive, user-friendly, one-stop
healthcare insurance Web site, http://www.healthaxis.com, HealthAxis.com
provides customers with access to and the ability to purchase a full range of
high quality, flexible insurance products and services at very competitive
prices. HealthAxis.com also provides product and health information, instant
price quotes, electronic application processing, online billing, claims status,
policy or personal information changes, and a customer hotline. Policyholders
can easily and conveniently view billing information, claims history and policy
details - day and night, 7 days a week. HealthAxis.com has Internet distribution
agreements with AOL (Keyword: HealthAxis), Lycos, CNet and Snap!
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Certain statements made by the Company which are not historical facts may
be considered forward-looking statements, including, without limitation,
statements as to trends, management's beliefs, expectations and opinions, which
are based upon a number of assumptions concerning future conditions that
ultimately may prove to be inaccurate. Such forward-looking statements are
subject to risks and uncertainties and may be affected by various factors which
may cause actual results to differ materially from those in the forward-looking
statements. For further information which could cause actual results to differ
from the Company's expectations as well as other factors which could affect the
Company's financial statements, please refer to the Company's reports filed with
the Securities and Exchange Commission.
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