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 6, 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 Release, dated April 6, 1998 announcing an
agreement to repurchase convertible preferred stock from the
1997 issuance, and the exchange of warrants for the issuance
of common stock.
Item 6. Resignations of Registrant's Directors. N/A.
Item 7. Financial Statements and Exhibits.
(a) Exhibits
99.1 Press release announcing an agreement to repurchase convertible
preferred stock from the 1997 issuance, and the exchange of
warrants for the issuance of common stock.
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: April 9, 1998 By: /s/ John P. Yeros
----------------------
John P. Yeros, President
and Chief Executive Officer
Medix Resources, Inc. 360 South Garfield Street, Suite 400
Healthcare Staffing - Information Management 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])
(212) 838-3777
MEDIX RESOURCES REPURCHASES CONVERTIBLE PREFERRED STOCK,
EXCHANGES WARRANTS FOR COMMON STOCK
DENVER (April 6, 1998) - Medix Resources, Inc. (Nasdaq: MDX), formerly
International Nursing Services, Inc., today announced that is has signed an
agreement with two private investors which will allow Medix to repurchase 80
of its outstanding units of convertible preferred stock and warrants from the
1997 private placement for $800,000 at face value over the next five months.
This agreement also allows these investors the option to convert to common
stock any balance owed in September 1998. Prior to this transaction, there
were approximately 100 convertible preferred units outstanding, or $1.0
million of convertible preferred stock, from the 1997 private placement. The
1997 issue of preferred stock allowed investors to convert the preferred stock
into common stock at 75% of market price. This agreement eliminates those
conversion rights. Also, the convertible preferred stock carries no dividend.
Additionally, the Company today announced it exchanged 1,402,000 warrants from
the 1996 and 1997 private placements for 174,500 newly issued shares of the
Company's common stock. Together with the above repurchase, these
transactions reduce outstanding warrants by 2,202,000. Prior to these
transactions, there were approximately 3.5 million warrants outstanding from
the 1996 and 1997 private placements, exercisable at $0.625 and $1.00,
respectively. The Company intends to redeem additional warrants issued from
the 1996 and 1997 private placements under terms similar to the recently
completed exchange.
John P. Yeros, chairman of the Company, stated, "The combination of the
warrants exchanged and the warrants repurchased eliminates two-thirds of all
of the outstanding warrants from the 1996 and 1997 private placements. It has
been our continued objective to simplify our capital structure in an effort to
achieve our business initiatives. We believe both the exchange of warrants
and the repurchase of convertible preferred stock supports this objective,
while at the same time effectively eliminates conversions and share dilution.
This agreement is in the best interest of the Company and its shareholders."
Medix Resources, Inc. is a healthcare services company with two synergistic
lines of business. The Company 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. Through its
wholly owned subsidiary, Cymedix Lynx Corporation, the Company also offers
Cymedix Lynx, a secure, patent-pending medical communications product that
makes use of the Internet to facilitate more cost-efficient patient care.
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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.
