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: April 28, 1998
MEDIX RESOURCES, INC. (FORMERLY INTERNATIONAL NURSING SERVICES, INC)
(Exact name of registrant as specified in its charter)
Colorado 000-24768 84-1123311
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
360 South Garfield Street, Suite 400, Denver, Colorado 80209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 393-1515
See above for former name
(Former name or former address, if changes since last report)
Item 1. Changes in Control of Registrant. N/A.
Item 2. Acquisition or Disposition of Assets. N/A
Item 3. Bankruptcy or Receivership. N/A.
Item 4. Changes in Registrant's Certifying Accountant. N/A.
Item 5. Other Events. Press Releases
Dated April 28, 1998 announcing the signing of a definitive
agreement for the sale of the Company's remaining
staffing business.
Dated April 30, 1998 announcing the grant of four 75 year
copyrights for the Company's Cymedix Lynx product.
Item 6. Resignations of Registrant's Directors. N/A.
Item 7. Financial Statements and Exhibits.
(a) Exhibits
Exhibit 99.1 Press Release announcing the signing of a definitive
agreement for the sale of the Company's remaining
staffing businesses.
Exhibit 99.2 Press Release announcing the grant of four 75 year copyrights
for the Company's Lynx product.
Item 8. Change in Fiscal Year. N/A.
Item 9. Sales of Equity Securities Pursuant to Regulation S. N/A.
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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.
INTERNATIONAL NURSING SERVICES, INC.
Date: May 1, 1998 By: /s/ John P. Yeros
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John P. Yeros, President and Chief Executive Officer
Medix Resources, Inc. 360 South Garfield Street, Suite 400
Healthcare Staffing - Intenet Medical Network Denver, Colorado
Company Contact: Investor Relations:
Medix Resources, Inc. Lippert/Heilshorn & Associates, Inc.
John P. Yeros Bruce Voxx ([email protected])
(303) 393-1515 (310) 575-4848
Keith Berman Sue Yeoh ([email protected])
(805) 230-1133 (212) 838-3777
MEDIX RESOURCES SIGNS DEFINITIVE AGREEMENT FOR SALE OF
REMAINING STAFFING BUSINESSES
DENVER, COLO. (April 28, 1998) - Medix Resources, Inc. (Nasdaq: MDIX) today
signed a stock purchase agreement with Banyan Healthcare Services, Inc. (OTC
Bulletin Board: BANH) for the sale of Medix's remaining wholly owned home
health and nursing services subsidiaries, National Care Resources - Texas, Inc.,
National Care Resources - Colorado, Inc. And TherAmerica, Inc., subject to
certain closing conditions, including the receipt of sufficient financing.
Banyan Healthcare Services, through its operating subsidiaries and companies,
provides home health therapy services and products throughout the Eastern
United States, and once Banyan's recently announced merger agreement with
NuMED Home Healthcare, Inc. Is closed, will also provide related home health
and professional contract staffing services.
Under the terms of the agreement, Banyan will purchase the remaining
subsidiaries for $5.0 million in cash and $2.0 million in newly issued
non-voting convertible preferred stock in, once combined, the Banyan/NuMED
entity. The Company expects that this transaction will close prior to
September 30, 1998. In October 1997, the Company entered into an agreement to
sell its New York operations to Banyan Healthcare Services, Inc./National
Health Enterprises, Inc., which is subject to regulatory approval by the State
of New York and the transfer of the necessary licenses. Once the licenses are
transferred, the Company will receive $2.0 million in cash. The Company
estimates that upon closing, the sale of its remaining business subsidiaries,
along with the previously announced asset sale of its New York offices, will
total approximately $9.0 million in cash and stock.
John P. Yeros, chairman of the Company, stated, "While the Company's core
business in supplemental staffing has largely contributed to the growth of
Medix, we are confident that at this time, the disposition of these assets is
in the best interest of the Company and its shareholders. The Company's
acquisition of Cymedix Corporation and its proprietary Cymedix Lynx, a unique
Internet-based medical software product, has positioned us to take advantage
of the growth opportunities in the medical information and Internet commerce
marketplaces. With the support of the Company's board of directors, we have
made a strategic decision to focus our sole efforts on this emerging market,
which we believe holds great potential for the future of our Company".
Medix Resources, Inc. Through its wholly owned subsidiary Cymedix Lynx
Corporation, offers several fully secure patent-pending Internet
communications products, using an Internet commerce business model. The
Company's core business also provides skilled nursing, therapy, rehabilitation
and other medical personnel for flexible staffing in home care, and in a broad
spectrum of healthcare and educational facilities.
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1955. The statements contained in this release which are not historical facts
contain forward-looking information with respect to plans, projections and/or
future performance of the Company, the occurrence of which involve certain
risks and uncertainties detailed in the Company's Form 10KSB for 1997 that was
filed with the Securities and Exchange Commission on March 30, 1998.
Exhibit 99.2
Medix Resources, Inc. 360 South Garfield Street, Suite 400
Healthcare Staffing - Internet Medical Networks Denver, Colorado
Company Contact: Investor Relations:
Medix Resources, Inc. Lippert/Heilshorn & Associates, Inc.
John P. Yeros Bruce Voxx ([email protected])
(303) 393-1515 (310) 575-4848
Sue Yeoh ([email protected])
Cymedix Lynx Corporation (212) 838-3777
Keith Berman
(805) 230-1133
FOR IMMEDIATE RELEASE
MEDIX RESOURCES GRANTED FOUR 75 YEAR COPYRIGHTS
FOR CYMEDIX LYNX PRODUCT
Three additional 75 year copyrights for Cymedix Lynx currently in review
DENVER, COLO (April 30, 1998) - Medix Resources, Inc. (Nasdaq: MDIX), one of
the nation's medical Internet network suppliers, today announced it has been
granted four 75 year software copyrights for its patent-pending internet-based
Cymedix Lynx product, bringing the total number of copyrights to six.
Copyright registration for the product's Remote Module Software, Server Module
Software, Universal Interface Software and Technical Evaluation, prohibits
other parties from using Cymedix Lynx's technical configuration unless express
permission is granted by Medix. The copyright registration on these items
will expire April 1, 2073. The Company has also filed three additional
75-year copyright registration applications for the product's Universal
Interface (Standalone) Software, Remote Module (non-ODBC) Software and Server
Module (Standalone) Software configurations, which are currently pending
review.
In addition, trademark registration applications have been filed for the
product names "CYMEDIX", "LYNX", and its Universal Interface name "SHERPA".
Trademark registration prevents competitors from using similar marks in
advertising and selling practices.
Commenting on the announcement, Keith Berman, President of Cymedix Lynx
Corporation, stated, "With the increasing number of companies using the
Internet as a commercial vehicle, we felt additional measures were required,
over and above our patent filings, to augment the Company's intellectual
properties. Copyright protection on the technical configuration of our
patent-pending Cymedix Lynx product allows the Company to effectively create
barriers to entry to any would-be competitor. In addition, we are pleased to
report we have received over 200 inquiries from managed care organizations
located throughout the country, regarding the adaptation of Cymedix Lynx's
Internet networks. We are working rapidly to address this demand and look
forward to reporting soon on our contact development efforts."
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Growth of the medical information marketplace, currently estimated at $40
billion, is being driven by the need to share significant amounts of clinical
and patient information between physicians, their outpatient service
providers, hospitals, insurance companies and managed care organizations. The
Company's unique Internet-based Cymedix Lynx software product allows medical
professionals to electronically order medical procedures, receive and store
test results, check, patient eligibility, make medical referrals, request
authorizations, and even report financial and encounter information in a
cost-effective, secure and timely manner.
Medix Resources, Inc., through its wholly owned subsidiary Cymedix Lynx
Corporation, offers several fully secure patent-pending Internet
communications products, using an Internet commerce business model. The
Company's core business also provides skilled nursing, therapy, rehabilitation
and other medical personnel for flexible staffing in home care, and in a broad
spectrum of healthcare and educational facilities.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1955. The statements contained in this release which are not historical facts
contain forward-looking information with respect to plans, projections and/or
future performance of the Company, the occurrence of which involve certain
risks and uncertainties detailed in the Company's Form 10KSB for 1997 that was
filed with the Securities and Exchange Commission on March 30, 1998.
