PROXYMED INC /FT LAUDERDALE/
8-K, 1996-06-18
DRUG STORES AND PROPRIETARY STORES
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               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 31, 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.

     On May 31, 1996, ProxyMed, Inc. (the "Company") entered into
a   five-year  Electronic  Commerce  and  Healthcare  Information
Licensing   Agreement   (the   "Agreement")   with   Personalized
Programming,   Inc.,   a   Florida   corporation   ("Personalized
Programming"). The following is a summary of the Agreement, which
summary  is  qualified  in  its  entirety  by  reference  to  the
Agreement which will be filed as an exhibit to this report.

      Pursuant  to  the  Agreement, the  Company  is  to  provide
Personalized  Programming with a "software  developer's  toolbox"
containing   various   software  and  documentation   to   enable
Personalized Programming to develop interfaces for its  physician
practice  management software program called The Medical Manager.
The   interfaces  will  enable  users  of  The  Medical   Manager
prescription module to access the Company's prescription network,
ProxyNet,  (the  "Rx  Interface")  and  the  Company's  formulary
databases.

      In  consideration  for development  of  the  interfaces  by
Personalized   Programming,  the  Company  has  agreed   to   pay
Personalized Programming certain undisclosed development fees. In
addition,  ProxyMed granted to Personalized Programming  a  five-
year  warrant  for the purchase of 100,000 shares  of  ProxyMed's
Common Stock exercisable at $5.25 per share, the market price  on
the  date  an  agreement  in principal was  reached  between  the
parties  (April  11,  1996),  subject  to  negotiation   of   the
definitive  agreement.   ProxyMed also agreed  to  use  its  best
efforts  to  register  the shares of Common Stock  issuable  upon
exercise   of   the  warrant  by  July  30,  1996.   Personalized
Programming  has  agreed  to refrain  from  selling  any  of  the
underlying  shares of Common Stock until 180  days  from  May  7,
1996.

      The  Agreement  grants to Personalized Programming  a  non-
exclusive  license  to  sell  access  to  the  Company's  network
services and formulary databases to users of The Medical  Manager
directly   and   through  its  distributors.  The   Company   and
Personalized  Programming will share revenues  derived  from  the
services,  databases  and  transaction  fees  as  well  as  other
transaction  fees in certain cases, the terms of which  were  not
disclosed.





Item 7. Financial Statements and Exhibits.

       (c)     The following exhibit will be filed by amendment.

        -        Electronic  Commerce and Healthcare  Information
Licensing Agreement dated May 31, 1996 by and between the Company
and Personalized Programming.

<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  June 17, 1996                /s/ Bennett Marks
                                   Bennett Marks, Executive Vice
                                   President - Finance, Chief
                                   Financial Officer and Director




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