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[HAI LOGO]
MERGER QUESTIONS
AND ANSWERS
[H/A LOGO]
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Questions and Answers About the
HealthAxis.com, Inc. ("HealthAxis") - HealthAxis Inc. ("HAI") Merger
Q: What do I need to do now?
A: Just sign your proxy card and mail it to us in the enclosed return
envelope as soon as possible, so that the proxy agents represent your
shares at your annual meeting. Both the HAI and HealthAxis annual
meetings will take place on ___________, 2000.
Q: What if I want to change my vote?
A: There are three ways in which you may revoke your proxy and change your
vote.
1) Send a written notice to the party to whom you submitted your proxy
changing your vote.
2) Complete and submit a new proxy card.
3) If the shares are held in your name, attend the annual meeting and
vote in person. If you have instructed your broker to vote your
shares, you must follow directions received from your broker to
change your vote.
Q: When will HAI and HealthAxis complete the merger?
A: We are working towards completing the merger as quickly as possible and
expect to complete it as promptly as practicable following the
shareholder meetings.
Q: Should I send in my stock certificates now?
A: No. After the merger is completed, we will send HealthAxis shareholders
written instructions for exchanging their stock certificates. HAI
shareholders will keep their current stock certificates.
Q: What will I receive in the merger?
A: As a result of the merger, for each share of HealthAxis common stock or
preferred stock outstanding, HAI will issue HealthAxis shareholders 1.334
shares of HAI common stock. HAI will convert HealthAxis stock options
into HAI stock options at the share exchange ratio for HealthAxis common
stock with an adjusted exercise price. HAI will convert warrants to
purchase HealthAxis stock into warrants to purchase HAI common stock at
the share exchange ratio for HealthAxis common stock with an adjusted
exercise price.
Q: What will happen to fractional shares?
A: HAI will not issue any fractional shares. Instead, HAI will issue
HealthAxis shareholders common stock rounded down to the nearest whole
number of shares of HAI common stock. HAI will pay shareholders cash for
fractional shares.
Q: If my broker holds my shares in street name, will my broker vote my
shares for me?
A: No. Your broker will vote your shares only if you provide instructions on
how to vote. Without instructions, your shares will not be voted on the
proposed merger. Not voting your proxy has the same effect as voting
against the merger.
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Q: Do I have options to vote other than by return mail?
A: Yes. A number of brokerage firms and banks are participating in a program
provided through ADP Investor Communications Services that offers
telephone and internet voting options. If your shares are held in an
account at a brokerage firm or bank participating in the ADP program, you
may vote those shares telephonically by calling the telephone number
referenced on your voting form or you may vote via the internet at the
following address on the World Wide Web: http://www.proxyvote.com. In
order to vote via the telephone or Internet, you will need the control
number that appears on your voting form.
Q. Who can help answer my questions?
A: If you have any questions about the merger or if you need additional
copies of this joint proxy statement/prospectus or the enclosed proxy
card, you should contact Corporate Investor Communications, Inc. at the
following address:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, NJ 07072-2586
Telephone: (800) 483-6862
You may also contact Steven Kaplan, our Director of Investor Relations,
at 610-275-3800.
We urge you to read the joint proxy statement/prospectus which contains
important information and is available for free at the SEC's web site at
www.sec.gov. You can also get a free copy by calling 610-275-3800.
This question and answer brochure is not a substitute for the joint proxy
statement/prospectus. Statements in this brochure about our future prospects are
forward-looking and are subject to risks and uncertainties that you should
consider because they could materially affect our future prospects. These risks
and uncertainties include, but are not limited to, historical and anticipated
losses; new business challenges; competition; customer concentration; potential
conflicts of interest and control by large shareholders, officers or directors.
To learn more about the risks and uncertainties related to the merger, please
read the joint proxy statement/prospectus, including the section called "Risk
Factors," which discusses these risks.
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