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 (Date of earliest event reported):
MAY 23, 1996
PROXYMED, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-22052 65-0202059
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2501 DAVIE ROAD, SUITE 230, FT. LAUDERDALE, FLORIDA 33317-7424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 473-1001
<PAGE>
ITEM 5. OTHER EVENTS.
SALE OF COMMON STOCK - As previously reported, on May 13, 1996, the Company
completed the sale of 1,945,000 shares of common stock in an underwritten
offering to the public at $6.63 per share. Subsequently, on May 23, 1996, the
underwriter elected to exercise its overallotment to purchase an additional
300,000 shares of common stock at the same price. In total, the sale of the
2,245,000 shares by the Company resulted in net proceeds of $13,111,750, after
estimated expenses of $1,761,375. Net proceeds from the offering are being used
for sales and marketing of the Company's healthcare information technology
products and services, product development, payment of capital lease
obligations, and working capital. As part of the transaction, the Company issued
warrants to purchase 200,000 shares of common stock to the underwriter, which
are exercisable for five years at a price of $8.45 per share.
The following table presents the unaudited balance sheet of the Company as
of March 31, 1996, as well as the pro forma balance sheet after giving effect to
the net proceeds of the offering (including the overallotment proceeds) and the
use of proceeds to repay certain indebtedness, as if the offering had been
consummated on March 31, 1996: <TABLE>
<CAPTION>
Actual, Pro forma Pro forma
March 31, Adjustments March 31,
1996 Dr. (Cr.) 1996
---------------- ------------- -----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 795,241 (1) 13,111,750 13,456,991
(2) (450,000)
Other current assets 2,502,883 2,502,883
----------- ----------
Total current assets 3,298,124 15,959,874
Property, equipment and
other assets 1,309,189 1,309,189
Intangible assets 609,642 609,642
----------- ----------
Total assets $ 5,216,955 17,878,705
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 1,360,473 (2) 295,658 1,064,815
Non-current liabilities 234,342 (2) 154,342 80,000
----------- ----------
Total liabilities 1,594,815 1,144,815
----------- ----------
Stockholders' equity:
Preferred stock 830 830
Common stock 3,297 (1) (2,245) 5,542
Additional paid-in capital 10,774,052 (1) (13,109,505) 23,835,557
Accumulated deficit (7,156,039) (7,156,039)
------------ ----------
Total stockholders' equity 3,622,140 16,733,890
----------- ----------
Total liabilities and stock-
holders' equity $ 5,216,955 17,878,705
=========== ==========
<FN>
(1) To reflect the net proceeds of the sale of 2,245,000 shares of common stock for $6.63 per
share, less estimated expenses.
(2) To reflect the use of proceeds to retire existing capital leases.
</FN>
</TABLE>
2
<PAGE>
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.
PROXYMED, INC.
Date MAY 23, 1996 /s/ BENNETT MARKS
------------ -----------------
Bennett Marks, Executive Vice
President - Finance, Chief
Financial Officer and Director
