UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
APRIL 30, 1997
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PROXYMED, INC.
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 473-1001
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) The pro forma financial information required by Item 7(b) is being
updated herein to include a pro forma combined statement of operations for the
six months ended June 30, 1997 (the period covering the Company's most recent
fiscal year end to the most recent interim date). Such pro forma financial
information has been derived from the financial statements of ProxyMed, Inc. and
Hayes Computer Systems, Inc. The pro forma financial information also includes
information derived from the financial statements of Clinical MicroSystems,
Inc., which was previously acquired by the Company and reported upon under Form
8-K dated March 14, 1997.
(c) The following exhibit is included herein:
Exhibit 99.4 - Pro Forma Combined Statements of Operation of ProxyMed,
Inc., Clinical MicroSystems, Inc. and Hayes Computer Systems, Inc. for the six
months ended June 30, 1997.
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<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 AUGUST 28, 1997 /s/ BENNETT MARKS
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Bennett Marks, Executive Vice
President - Finance and Chief
Financial Officer
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.4 Pro Forma Combined Statement of Operations of
ProxyMed, Inc., Clinical MicroSystems, Inc. and
Hayes Computer Systems, Inc. for the six months ended
June 30, 1997.
4
EXHIBIT 99.4
<TABLE>
<CAPTION>
PROXYMED, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997
PRO FORMA
ADJUSTMENTS
PROXYMED, INC. CLINICAL MICRO- HAYES COMPUTER ------------- PRO FORMA
(a) SYSTEMS, INC. (b) SYSTEMS, INC.(c) TOTAL # DR. (CR.) COMBINED
------------- ----------------- --------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ 3,769,889 255,124 2,720,389 6,745,402 $ 6,745,402
----------- ---------- ----------- ----------- ------------
Costs and expenses:
Cost of sales 2,447,270 77,283 1,728,963 4,253,516 4,253,516
Selling, general and
administrative expenses 4,811,987 225,768 1,242,649 6,280,404 (1) 10,393 6,269,989
(3) (20,808)
----------- ---------- ----------- ----------- ------------
7,259,257 303,051 2,971,612 10,533,920 10,523,505
----------- ---------- ----------- ----------- ------------
Operating income (loss) (3,489,368) (47,927) (251,223) (3,788,518) (3,778,103)
Other income(expense):
Gain on sale of assets 0 0 0 0 0
Interest, net 172,362 (154) (58,390) 113,818 (2) 4,363 109,455
----------- ---------- ----------- ----------- ------------
Income (loss) before
income tax benefit (3,317,006) (48,080) (309,613) (3,674,700) (3,668,648)
Income tax benefit 0 0 138,350 138,350 (4) 138,350 0
----------- ---------- ----------- ----------- ------------
Net income (loss) (3,317,006) (48,081) (171,263) (3,536,350) (3,668,648)
Dividends on cumulative
preferred stock 0 0 0 0 0
----------- ---------- ----------- ----------- ------------
Net income (loss)
applicable to common
shareholders ($3,317,006) (48,081) (171,263) (3,536,350) ($ 3,668,648)
=========== ========== =========== =========== ============
Weighted average common
shares outstanding 9,886,040 10,196,562(d)
=========== ============
Net income (loss) per share
of common stock ($ 0.34) ($ 0.36)
=========== ============
<FN>
- ----------
(1) To record amortization of goodwill related to the acquisition of Clinical
MicroSystems, Inc.
(2) To record interest expense on debt issued for the acquisition of Clinical
MicroSystems, Inc.
(3) To record reduction of depreciation expense upon allocation of purchase
price to the non-current assets acquired in the acquisition of Hayes
Computer Systems, Inc.
(4) To eliminate income tax benefit of Hayes Computer Systems, Inc. due to
ProxyMed's net operating loss carryforwards.
(a) This column is derived from the unaudited consolidated financial statements
of ProxyMed, Inc. and subsidiaries for the six months ended June 30, 1997.
(b) This column is derived from the unaudited financial statements of Clinical
MicroSystems, Inc. for the period January 1, 1997 to its acquisition on
March 14, 1997. The acquisition of Clinical MicroSystems, Inc. was reported
under Form 8-K dated March 14,1997.
(c) This column is derived from the unaudited financial statements of Hayes
Computer Systems, Inc. for the 4 months ended April 30, 1997, after
considering the effects of adjustments made in the preparation of the
audited financial statements for the 10 months ended January 31, 1997.
(d) Pro Forma weighted average shares includes 125,786 and 388,215 shares issued
in the acquisitions of Clinical MicroSystems, Inc. and Hayes Computer
Systems, Inc., respectively.
Note - Pursuant to Rule 11-02(b)(5), the pro forma income statement presented
above excludes the non-recurring effect of the write-offs of purchased
in-process research and development costs which are directly attributable to
the acquisitions of Clinical MicroSystems, Inc. and Hayes Computer Systems,
Inc. Such write-offs, in the amount of $8,632,654, were charged to the
operations of ProxyMed, Inc. in the six month period ended June 30, 1997.
The income tax benefit resulting from these write-offs is estimated to be
approximately $3,237,000. Based on the weight of available evidence, a
valuation allowance in the amount of $3,237,000 has been recorded
concurrently.
</FN>
</TABLE>
