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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
HEALTHAXIS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
743832107
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(CUSIP Number)
Arthur J. Ivey
c/o Michael L. Andresino, Esq.
Christian Harlan Segall, Esq.
Posternak, Blankstein & Lund, L.L.P.
100 Charles River Plaza, Boston, MA 02114
(617) 973-6100
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
12/5/00
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(a), check the following
box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 743832107 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
Arthur J. Ivey
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
850,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 850,000
WITH
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.41%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP NO. 743832107 PAGE 3 OF 7 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock, $.01 par value (the
"Shares"), of HealthAxis, Inc., Pennsylvania corporation (the "Company"). The
principal executive offices of the Company are located at 2500 DeKalb Pike, East
Norriton, Pennsylvania 19401.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Arthur J. Ivey (the "Stockholder").
(b) Residence: 3377 Gulf Shore Boulevard N., Naples, Florida 34103.
(c) Employment: The Stockholder is self-employed with a business address of
3377 Gulf Shore Boulevard N., Naples, Florida 34103.
(d) Criminal Proceeding: The Stockholder has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) Civil Proceeding: The Stockholder has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violations with respect to such laws.
(f) Citizenship: USA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares to which this statement relates were originally acquired by the
Stockholder with his personal funds and with the proceeds of an equity line of
credit.
ITEM 4. PURPOSE OF TRANSACTION.
The Stockholder acquired the Shares of the Company for personal investment
purposes. Of the 850,000 Shares beneficially owned by the Stockholder, 700,000
of such Shares were acquired directly and are held through the Stockholder's
brokerage accounts. In addition, the Stockholder has a beneficial interest in
150,000 Shares, which such Shares are subject to options to purchase Common
Stock of the Company, pursuant to a
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CUSIP NO. 743832107 PAGE 4 OF 7 PAGES
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certain assignment of interests attached hereto as Exhibit 99.1. The Stockholder
intends to periodically review his investment in the Company. Depending upon
future evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and market conditions, the Stockholder may determine to increase or
decrease his equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares now held.
Except to the extent set forth above in this Item 4, the Stockholder does
not have any present plan or proposal which relates to or would result in (i) an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets involving the
Company or any of its subsidiaries, (ii) any change in the Company's present
Board of Directors or management, (iii) any material changes in the Company's
present capitalization or dividend policy or any other material change in the
Company's present business or corporate structure, (iv) any change in the
Company's charter or by-laws, (v) the Shares becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (vi) a class of securities of the Company being delisted from a
national securities exchange.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Stockholder is the beneficial owner of 850,000 Shares, constituting
approximately 6.41% of the outstanding shares of the Company. 150,000 of the
Shares referenced in the preceding sentence constitute Shares in which
Stockholder has a beneficial interest, which such Shares are subject to options
to purchase Common Stock of the Company, pursuant to a certain assignment of
interests attached hereto as Exhibit 99.1. The Stockholder has sole power to
vote and to direct the vote, and sole power to dispose or direct the disposition
of, 850,000 Shares. 75,000 of the Shares were purchased by the Stockholder
within the last 60 days, which such Shares were purchased by the Stockholder
directly through a brokerage account as follows:
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NUMBER OF SHARES PURCHASE DATE PURCHASE PRICE PER SHARE
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25,000 12/1/00 $2.33
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25,000 12/4/00 $2.33
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25,000 12/5/00 $2.33
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CUSIP NO. 743832107 PAGE 5 OF 7 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Item 4 is incorporated herein by reference.
Reference is made to the full text of the assignment of interests which is
attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.: Description:
99.1 Agreement As To Stock Options dated June 18, 1996.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 19, 2000
/s/ Arthur J. Ivey
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Arthur J. Ivey
