As filed with the Securities and Exchange Commission on May , 1996.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROXYMED, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
65-0202059
(I.R.S. employer identification no.)
2501 DAVIE ROAD, SUITE 230, FT. LAUDERDALE, FL 33317
(Address of principal executive offices) (Zip code)
1993 Stock Option Plan
1995 Stock Option Plan
1995 Outside Director Stock Option Plan
EMPLOYEE AND CONSULTANT OPTIONS
(Full title of the plans)
Harold S. Blue
Chief Executive Officer
2501 DAVIE ROAD, SUITE 230, FT. LAUDERDALE, FL 33317
(Name and address of agent for service)
(954) 473-1001
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered per Share(3) Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value (1) 855,000(2) $10.00 $8,500,000 $2,948.28
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</TABLE>
(1) 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 contained in the plans.
(2) Includes 400,000, 237,000, 200,000 and 17,500 shares issuable pursuant to
options granted under the 1993 Stock Option Plan, the 1995 Stock Option
Plan, the 1995 Outside Director Stock Option Plan and certain employee and
consultant options, respectively.
(3) Based on the highest exercise price of any of the existing options granted,
in accordance with Rule 457(h)(1).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). These
documents and the documents incorporated by reference into this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Act. Capitalized terms used but not defined herein shall
have the same meanings ascribed to them in the plans to which this Registration
Statement relates (the "Plans").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by ProxyMed, Inc. (the
"Registrant") (File No. 0-22052) with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated by reference herein and shall be deemed to be a
part hereof:
(a) The Company's reports on Forms 10-KSB and 10-QSB for the fiscal year ended
December 31, 1995 and the three months ended March 31, 1996, respectively.
(b) All other reports filed since March 31, 1996 by the Company pursuant
to Section 13(a) or 15(d) of the Exchange Act.
(c) The description of the Company's common stock contained in a registration
statement filed under the Exchange Act, including any amendment or report filed
for purposes of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the common stock offered pursuant to this Registration
Statement has been passed upon for the Company by Kayla B. Rynor, General
Counsel of the Company. Ms. Rynor owns, and has options to purchase, common
stock of the Company.
1
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ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act empowers a
Florida corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against liability
incurred in connection with such proceeding, including an appeal thereof, if
such person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. A Florida corporation may indemnify such person
against expenses including amounts paid in settlement (not exceeding in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion) actually and reasonably incurred by such person in
connection with actions brought by or in the right of the corporation to procure
a judgment in its favor under the same conditions set forth above, if such
person acted in good faith and in a manner such person believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the court in which such action or suit was brought or
other court of competent jurisdiction shall determine upon application that, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
To the extent such person has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against expenses, including counsel (including those for appeal) fees, actually
and reasonably incurred by such person in connection therewith. The
indemnification and advancement of expenses provided for in, or granted pursuant
to, Section 607.0850 is not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation of the Company or any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise. Section 607.0850 also provides that a
corporation may maintain insurance against liabilities for which indemnification
is not expressly provided by the statute.
Article VII of the Company's Restated Articles of Incorporation and
ByLaws provides for indemnification of the directors, officers, employees and
agents of the Company (including advancement of expenses) to the fullest extent
permitted under Florida law. In addition, the Company has contractually agreed
to indemnify its directors and officers to the fullest extent permitted under
Florida law.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Kayla B. Rynor
23.1 Consent of Kayla B. Rynor (included as part of Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on signature pages hereto)
2
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ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act and each
filing of the Plan's annual report pursuant to section 15(d) of the Exchange Act
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to 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 S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Fort Lauderdale, State of Florida, on May 28, 1996.
PROXYMED, INC.
By: /S/ HAROLD S. BLUE
Harold S. Blue
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that ProxyMed, Inc., and each person
whose signature appears below, constitutes and appoints Harold S. Blue and
Bennett Marks, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name or in
the name of the Company and in any and all capacities, to sign any and all
amendments to the Company's Form S-8 Registration Statement under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises as full to all items and purposes as they
might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue thereof.
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 indicated.
SIGNATURES TITLE DATE
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/S/ HAROLD S. BLUE Chairman of the Board and May 28, 1996
- ----------------------------
Harold S. Blue Chief Executive Officer
(principal executive officer)
/S/ JOHN PAUL GUINAN President and Director May 28, 1996
- ----------------------------
John Paul Guinan
/S/ BENNETT MARKS Executive Vice President- May 28, 1996
- ----------------------------
Bennett Marks Finance, Chief Financial
Officer and Director
(principal financial and
accounting officer)
4
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/S/ GARY N. MANSFIELD Executive Vice President-Business May 28, 1996
- ----------------------------
Gary N. Mansfield Development and Director
/S/ HARRY A. GAMPEL Director May 28, 1996
- ----------------------------
Harry A. Gampel
/S/ SAMUEL X. KAPLAN Director May 28, 1996
- ----------------------------
Samuel X. Kaplan
/S/ TRAVIS J. LEONARDI Director May 28, 1996
- ----------------------------
Travis J. Leonardi
/S/ BERTRAM J. POLAN Director May 28, 1996
- ----------------------------
Bertram J. Polan
/S/ EUGENE R. TERRY Director May 28, 1996
- ----------------------------
Eugene R. Terry
5
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EXHIBIT INDEX
SEQUENTIAL
PAGE
EXHIBIT NO. DESCRIPTION NUMBER
- ----------- -----------
5 Opinion of Kayla B. Rynor
23.1 Consent of Kayla B. Rynor (included as part of Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on signature pages hereto)
Exhibit 5
May 28, 1996
ProxyMed, Inc.
2501 Davie Road, Suite 230
Ft. Lauderdale, FL 33317
Dear Sirs:
As General Counsel of ProxyMed, Inc. (herein called the "Company ") and an
attorney duly admitted to practice in the State of Florida, I am familiar with
the registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, which you are filing with the Securities and Exchange
Commission, and the 855,000 shares of common stock, $.001 par value per share,
of the Company (the "Shares") being registered thereunder, which are to be
issued pursuant to the 1993 Stock Option Plan, the 1995 Stock Option Plan, the
1995 Outside Director Stock Option Plan and the Employee and Consultant Options
(herein called the "Plans").
I have also reviewed such documents and records as I have deemed necessary to
enable me to express an informed opinion with respect to the matters covered
hereby.
Based upon the foregoing, I am of the opinion that upon due execution by the
Company and the registration by its registrars the Shares and the issuance and
delivery by the Company in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/S/KAYLA B. RYNOR
Kayla B. Rynor
General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 9, 1996 on our audit of the consolidated
financial statements of ProxyMed, Inc. as of December 31, 1995 and for each of
the two years in the period ended December 31, 1995 appearing in the Annual
Report on Form 10-KSB of ProxyMed, Inc. for the fiscal year ended December 31,
1995 filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Miami, Florida
May 28, 1996
