U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the Fiscal Year Ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _______
Commission File Number 0-24768
MEDIX RESOURCES, INC.
(Name of small business issuer in its charter)
Colorado 84-1123311
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
7100 E. Belleview Avenue, Suite 301
Englewood, Colorado 80111
(Address of Principal Executive Offices)
Issuer's Telephone Number: (303) 741-2045
Securities Registered Under Section 12(b) of the Exchange Act: None
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock. $.001 Par Value;
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Registrant's revenues for its most recent fiscal year: $24,000
The aggregate market value of the registrant's Common Stock held by non-
affiliates of the registrant as of March 17, 2000 was approximately $238,678,000
(for purposes of the foregoing calculation only, each of the registrant's
officers and directors is deemed to be an affiliate).
There were 34,932,311 shares of registrant's Common Stock outstanding as of
March 17, 2000.
Documents incorporated by reference:
None
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
Medix Resources, Inc. (the "Company"), hereby amends Items 5 and 12 of its Form
10-KSB for the fiscal year ended December 31, 1999, as filed with the Securities
and Exchange Commission on March 30, 2000. This amendment is filed to include
material that was inadvertently omitted from those items at the time of filing
of the original Form 10-KSB.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is traded on the OTC Bulletin Board under the symbol "MDIX."
Prior to our change of name effective February 19, 1998, its symbol was "NURS."
[Since the filing of the original Form 10-KSB, our stock has been listed on the
American Stock Exchange under the symbol "MXR."] The following table shows high
and low bid price information for each quarter in the last two calendar years as
reported by Prophet Information Services, Inc., a provider of online historical
stock price data for all major U. S. securities markets. Such quotations reflect
inter-dealer prices, without retail mark-ups, markdowns or commissions, and may
not necessarily represent actual transactions. On March 17, 2000, the last sales
price was reported to be $6.875.
Common Stock Bid Price
----------------------
High Low
------ -----
1998
First Quarter $ .38 $ .25
Second Quarter .81 .25
Third Quarter .44 .06
Fourth Quarter .31 .05
1999
First Quarter $ .55 $ .07
Second Quarter .80 .34
Third Quarter .62 .23
Fourth Quarter $3.75 .30
There were approximately 440 holders of record (and approximately 4,200
beneficial owners) of our common stock as of March 17, 2000. The number of
record holders includes shareholders who may hold stock for the benefit of
others.
We do not expect to pay any dividends on its common stock in the
foreseeable future. Management currently intends to retain all available funds
for the development of its business and for use as working capital. The payment
of dividends on the common stock is subject to our prior payment of all accrued
and unpaid dividends on any preferred stock outstanding.
Sales of Unregistered Securities
Listed blow are the unregistered sales of securities by the Company during the
fourth quarter of 1999.
<TABLE>
<CAPTION>
Security Issued Date Shares Consideration Purchasers Claimed
--------------- ---------- ----------- -------------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Common Stock Oct. 1,420,000 Conversion of Private Investors Section 3(a)(9)
Preferred Stock
Common Stock Nov. 950,000 Conversion of Private Investors Section 3(a)(9)
Preferred Stock
Warrants to
purchase
Common Stock Nov. Right to purchase Services Vendor for Services Section 4(2)
102,00 shares
at $0.36 per share
Common Stock Dec. 200,000 Conversion of Private Investor Section 3(a)(9)
Debt
Common Stock Dec. 120,000 Conversion of Private Investors Section 3(a)(9)
Preferred Stock
Common Stock Dec. 9,000 For $4,500 of Vendor for Section 4(2)
Services Services
Common Stock Dec. 200,000 $100,000 for Private Investors Section 4(2) &
Exercised Regulation D
Warrants
</TABLE>
(1) Each Unit consisted of one share of 1999 Series C Convertible Preferred
Stock of the Company and four Series C Warrants to purchase one share of Company
common stock at $0.50 per share. Each Unit cost $1,000. Each share of
Convertible Preferred Stock may be converted into 2,000 shares of common stock
through April 1, 2003. The Warrants expire on April 1, 2003 and are callable by
the Company on thirty days written notice at $.01 per Warrant.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have adopted a policy that any transactions with directors or
officers or any entities in which they are also officers or directors or in
which they have a financial interest, will only be on terms that would be
reached in an arms-length transaction, consistent with industry standards and
approved by a majority of our disinterested directors. This policy provides that
no such transaction by shall be either void or voidable solely because of such
relationship or interest of such directors or officers or solely because such
directors are present at the meeting of the Board of Directors or a committee
thereof that approves such transaction or solely because their votes are counted
for such purpose. In addition, interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a
committee thereof that approves such a transaction. We have also adopted a
policy that any loans to officers, directors and 5% or more shareholders are
subject to approval by a majority of the disinterested directors.
Prior to being elected to our Board of Directors in 1999, Creative
Management Services, Inc. ("CMS"), a company affiliated with Mr. John Prufeta,
entered into agreements with us to provide executive search services and sales
and marketing services to us. In connection with those agreements, we issued a
3-year option to acquire up to 25,000 shares of our Common Stock at an exercise
price of $0.55 per share. We recorded Black/Scholes expense of approximately
$13,000 related to the issuance of the option. We also paid such company $71,000
during 1999. In addition, for Mr. Prufeta's service to us as Chief Executive
Officer, and the above services provided by the affiliated company we have
accrued $100,000 as of December 31, 1999, and an additional $10,000 in 2000 in
payments to such company, to be paid over 12 months. At the time Mr. Prufeta
became a full-time employee of the Company, such agreements with CMS were
terminated.
Three of our executive officers, including Mr. Prufeta, are operating
out the New York City offices of CMS. We have entered into an agreement with CMS
to reimburse CMS for its rental costs of the space occupied by our employees,
the amount of time certain clerical employees spend on matters for us, and the
cost of utilities including telephone lines and charges that relate to us. CMS
has agreed to provide us with secure storage space and communications facilities
in order to protect the confidentiality of our business records. In addition,
CMS will provide us with employee search services from time to time as
appropriate, at its standard billing rates. CMS is a recognized provider of
executive and employee search services to all areas of the health care industry.
During 1999, we paid two companies affiliated with Mr. David Pfeil,
approximately $135,000 for Mr. Pfeil's services, approximately $36,000 in
reimbursements for his travel and related expenses, and approximately $113,000
for software development and web-site hosting and development services and
purchases of computer equipment. As of December 31, 1999 we owed the two
affiliated companies approximately $3,000.
On March 15, 2000, our subsidiary, Cymedix Lynx Corporation, merged with
Automated Design Concepts, Inc. ("ADC"), which had been wholly-owned by Mr.
Pfeil. Mr. Pfeil received $100,000 in cash and 60,400 shares of our common stock
valued at $300,000, as consideration for such acquisition. In connection with
that acquisition, we leased certain office spaced used by the acquired business
form Mr. Pfeil and his wife. The lease has a two-year term ending February 28,
2002 and provides for rental payments at the rate of $1,000 per month. The
operations acquired by the Company from him continue to be operated out of this
office. Prior to the merger, the leased offices were used by ADC and another
company owned by Mr. Pfeil, who moved from a consulting role to positions as
President and Chief Operating Officer of Cymedix in connection with the merger.
We have entered into a consulting agreement with Mr. Samuel Havens,
which provides that we pay Mr. Havens $5,000 per month for his consulting
services in connection with our marketing efforts.
During 1998, in connection with its acquisition of the Cymedix
Corporation, the Company assumed an obligation to pay the law firm of Douglas
Stahl, Esq., a former director of the Company, $82,127 in fees and
reimbursements owed to it by Cymedix Corporation. During 1998, the Company paid
$32,978 of those fees and fees for additional legal services to Mr. Stahl's
firm. During 1999, the Company paid Mr. Stahl's firm $66,355.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 30, 1999
MEDIX RESOURCES, INC.
(Registrant)
/s/ Patricia A. Minicucci
Patricia A. Minicucci
Executive Vice President
