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: May 18, 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
None.
(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 Release, dated May 18, 1998 announcing the
Medix Board of Directors is considering the adoption of a
shareholder rights plan.
Item 6. Resignations of Registrant's Directors. N/A.
Item 7. Financial Statements and Exhibits.
(a) Exhibits
Exhibit 99.1 Press Release, announcing the Medix Board of Directors is
considering the adoption of a shareholder rights plan.
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.
MEDIX RESOURCES, INC.
Date: May 21, 1998 By: /s/ John P. Yeros
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John P. Yeros, President and
Chief Executive Officer
Medix Resources, Inc.
Healthcare Staffing - Internet Medical Networks
360 South Garfield Street, Suite 400
Denver, Colorado 80209
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Company contact: Investor Relations:
Medix Resources, Inc. Lippert/Heilshorn & Associates, Inc.
John P. Yeros Keith L. Lippert ([email protected])
(303) 393-1515 (212) 838-3777
Cymedix Lynx Corporation Bruce Voxx ([email protected])
Keith Berman (310) 575-4848
(805) 230-1133
FOR IMMEDIATE RELEASE
MEDIX RESOURCES BOARD TO CONSIDER SHAREHOLDERS' RIGHTS PLAN
Seeks Special Legal and Investment Banking Counsel, and to Expand Board of
Directors to Six
DENVER (May 18, 1998) - Medix Resources, Inc. (Nasdaq: MDIX) today announced
that the Company's Board of Directors, at a special meeting held Tuesday, May
12, has authorized management to investigate the adoption of a Company
shareholders' rights plan. In addition, the Company's Board of Directors has
authorized the engagement of special legal counsel to advise the Board in the
event of a tender offer, and an investment banking firm to provide valuation
and full-service investment banking services. The Board also authorized the
expansion of the size of the Board from three to six, and is currently seeking
potential Directors. Two Board members will stand for re-election every year
for three year terms.
John P. Yeros, chairman of Medix Resources, stated, "The Company's Board of
Directors has agreed to consider the adoption of a shareholders' rights plan
to defend against an unsolicited takeover bid. Such a plan will allow the
Company's Board to assess any takeover bid on a fully informed basis and, if
appropriate, to pursue other alternatives to maximize shareholder value. With
the recently announced disposition of the Company's remaining supplemental
staffing businesses, the Company's Board believes that at this time it is
necessary to take every precaution to maximize shareholder value in the event
of an unsolicited takeover".
Mr. Yeros added that these steps are precautionary and that the Company has
not been approached by a potential acquiring entity.
<PAGE>
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
1995: The statements contained in this release that 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, filed
with the Securities and Exchange Commission on March 30, 1998.
