AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1996
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PROXYMED, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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FLORIDA 7371 65-0202059
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (Primary standard industrial (I.R.S. Employer
INCORPORATION OR ORGANIZATION) classification code number) Identification Number)
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<S> <C>
HAROLD S. BLUE
CHIEF EXECUTIVE OFFICER
PROXYMED, INC. PROXYMED, INC.
2501 DAVIE ROAD 2501 DAVIE ROAD
FORT LAUDERDALE, FLORIDA 33317 FORT LAUDERDALE, FLORIDA
(954) 473-1001 33317
(954) 473-0620 (FAX) (954) 473-1001
(ADDRESS AND TELEPHONE NUMBER OF (954) 473-0620 (FAX)
PRINCIPAL (NAME, ADDRESS AND TELEPHONE
EXECUTIVE OFFICES AND PRINCIPAL NUMBER
PLACE OF BUSINESS) OF AGENT FOR SERVICE)
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COPIES TO:
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STEPHEN J. GULOTTA, JR.,
ROBERT B. MACAULAY, ESQ. ESQ.
OLLE, MACAULAY & ZORRILLA, P.A. SQUADRON, ELLENOFF, PLESENT
1402 MIAMI CENTER & SHEINFELD, LLP
201 SOUTH BISCAYNE BOULEVARD 551 FIFTH AVENUE
MIAMI, FLORIDA 33131 NEW YORK, NEW YORK 10176
(305) 358-9200 (212) 661-6500
(305) 358-9617 (FAX) (212) 697-6686 (FAX)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] Registration No.
333-2678
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [x]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
TITLE OF EACH CLASS to be Offering Price Aggregate Amount of
OF SECURITIES TO BE REGISTERED Registered Per Share(2) Offering Price(2) Registration Fee
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Common Stock, $.001 par value(1) 166,750 $7.00 $1,167,250 $402.50
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Representative's Warrants 14,500 -- -- --
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Common Stock, $.001 par value, Underlying
Representative's Warrants(3) 14,500 $8.40 $ 121,800 $42.00
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Total Registration Fee $444.50
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(1) Includes 21,750 shares which the Underwriters have the option to purchase
from the Company solely to cover over-allotments.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c) under the Securities Act on the basis of the
average of the high and low sale prices per share of the Company's Common
Stock on May 6, 1996, as reported by the Nasdaq SmallCap Market.
(3) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of shares of Common Stock as may become issuable
pursuant to the antidilution provisions of the Representative's Warrants.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration filed under the Securities Act of 1933, as amended, by
ProxyMed, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") hereby incorporates by reference the contents of the
Registration Statement on Form SB-2 (File No. 333-2678) relating to this
offering of up to 2,133,250 shares of Common Stock filed on March 21, 1996,
as amended by Amendment No. 1 filed on April 11, 1996 and Amendment No. 2
filed on May 3, 1996.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form SB-2 and authorized this Registration Statement
to be signed on its behalf by the undersigned, in the City of Fort Lauderdale,
State of Florida, on May 7, 1996.
PROXYMED, INC.
By: /s/ HAROLD S. BLUE
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Harold S. Blue
Chairman of the Board and
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
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SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ HAROLD S. BLUE Chairman of the Board May 7, 1996
- -------------------------- and Chief Executive Officer
Harold S. Blue (principal executive officer)
/s/ JOHN PAUL GUINAN President and Director May 7, 1996
- --------------------------
John Paul Guinan
Executive Vice President--Business May , 1996
- -------------------------- Development and Director
Gary N. Mansfield
/s/ BENNETT MARKS Executive Vice President-Finance, May 7, 1996
- -------------------------- Chief Financial Officer and Director
Bennett Marks (principal financial and accounting
officer)
Director May , 1996
- --------------------------
Harry A. Gampel
Director May , 1996
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Samuel X. Kaplan
/s/ TRAVIS J. LEONARDI Director May 7, 1996
- --------------------------
Travis J. Leonardi
Director May , 1996
- --------------------------
Bertram J. Polan
/s/ EUGENE R. TERRY Director May 7, 1996
- --------------------------
Eugene R. Terry
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- -------- ----------- ----------
5 Opinion of Olle, Macaulay & Zorrilla, P.A.
23.1 Consent of Olle Macaulay & Zorrilla, P.A., included
as part of Exhibit 5
23.2 Consent of Coopers & Lybrand L.L.P.
OLLE, MACAULAY & ZORRILLA, P.A.
ATTORNEYS AT LAW
1402 MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
(305) 358-9200
TELECOPIER (305) 358-96127
May 7, 1996
ProxyMed, Inc.
2501 Davie Road
Suite 230
Ft. Lauderdale, Florida 33317
RE: PROXYMED, INC., REGISTRATION
STATEMENT ON FORM SB-2
Gentlemen:
You have requested our opinion as to the legality of certain securities
of ProxyMed, Inc., a Florida corporation (the "Company"), to be offered by the
Company pursuant to a Registration Statement on Form SB-2 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
The Registration Statement relates to the offering by the Company of
166,750 shares of common stock, par value $.001, 14,500 underwriters'
representative's warrants to purchase up to 14,500 shares of common stock, and
14,500 shares of common stock to cover the exercise of the foregoing
representative's warrants (collectively, the "Securities").
We have examined original, photostatic or certified copies of such
records of the Company, including the Articles of Incorporation, Bylaws, minutes
and other documents as we have deemed relevant and necessary for the opinions
hereinafter set forth. In such examination, we have assumed the genuineness of
all signatures, the authority of all documents submitted to us as originals and
the conformity to authentic originals of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
such examination we have relied upon representations made to us by various
officers and directors of the Company and we have not conducted or received
independent verification of those facts. We offer no opinion with respect to the
laws of any jurisdiction other than the State of Florida.
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ProxyMed, Inc.
Page 2
May 7, 1996
Based on the foregoing, we are of the opinion that the Securities have
been duly authorized for issuance and sale and will, when sold in accordance
with the subject underwriting agreement and representative's warrant (to the
extent applicable), will be legally issued, fully paid and non-assessable.
We consent to being named in the Registration Statement and related
Prospectus as counsel who are passing upon the legality of the Securities for
the Company by the reference to our name under the caption "Legal Matters" in
such Prospectus. We also consent to your filing copies of this opinion as an
exhibit to the Registration Statement or any amendment thereto.
Sincerely,
/s/ OLLE MACAULAY & ZORRILLA
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Olle, Macaulay & Zorrilla, P.A.
DJO\mor
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form SB-2
of our report dated February 9, 1996 on our audits of the consolidated
financial statements of ProxyMed, Inc. as of December 31, 1995 and for each of
the two years in the period then ended. We also consent to the reference to
our firm under the caption 'Experts.'
Coopers & Lybrand L.L.P.
Miami, Florida
May 2, 1996
