<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
PROXYMED, INC.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
------------------------------------------------------------------------------
(Title of Class of Securities)
744290107
------------------------------------------------------------------------------
(CUSIP Number)
W.R. Gilbert, P.O. Box 323, 13 Royal Square, St. Helier,
Jersey, Channel Islands, United Kingdom, Tel: 011 44 1883 652 550
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 1, 1998
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE> 2
CUSIP NO. 744290107 13D Page 2 of 5 Pages
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Bellingham Industries, Inc.
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
- ------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
- ------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 6,554,842 shares
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
--------------------------------------------------
(9) Sole Dispositive Power
6,554,842 shares
--------------------------------------------------
(10) Shared Dispositive Power
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,554,842 shares
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 42.04%
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- ------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 744290107 13D Page 3 of 5 Pages
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Alan Walter Gilbert
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
- ------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) WC of Bellingham Industries, Inc.
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United Kingdom
- ------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 6,554,842 shares
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
--------------------------------------------------
(9) Sole Dispositive Power
6,554,842 shares
--------------------------------------------------
(10) Shared Dispositive Power
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,554,842 shares
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 42.04%
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- ------------------------------------------------------------------------------
<PAGE> 4
CUSIP NO. 744290107 13D Page 4 of 5 Pages
This Amendment No. 18 amends and supplements the Statement on Schedule 13D (the
"Schedule 13D") relating to the common stock, $.001 par value per share (the
"Common Stock"), of ProxyMed, Inc., a Florida corporation (the "Company"),
previously filed by Bellingham Industries, Inc. and Alan Walter Gilbert (the
"Reporting Persons"). Except as specifically provided herein, this Amendment
does not modify any of the information previously reported in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
On May 21, 1998, shareholders of the Company elected Peter A. A. Saunders,
F.R.S.A. (Fellow of Royal Society of Arts) a director of the Company. The
Company nominated Mr. Saunders as a director at Bellingham's request; however,
the Reporting Persons have no agreement with the Company, written or oral,
which would grant them any legal right to nominate or designate Mr. Saunders,
or any other person, for election or appointment to the Company's Board of
Directors. Bellingham's ability to influence the management and policies of the
Company is increased by the fact that Mr. Saunders serves as one of the
Company's seven directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to add the following information:
As a result of the purchases described below, on June 1, 1998 the Reporting
Persons were the beneficial owners of 6,554,842 shares of the Company's Common
Stock (including 250,000 shares of the Company's Common Stock issuable upon
exercise of warrants held by the Reporting Persons (the "Warrants")) and had
sole voting and investment power with respect to all such shares. Based upon
information presented in the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1998 and information otherwise available to the
Reporting Persons, on June 1, 1998 there were approximately 15,590,120 shares of
the Company's Common Stock outstanding (assuming that all of the Warrants had
been exercised) and the Reporting Persons beneficially owned 42.04% of that
total. Based on the Company's annual report on Form 10-K for the year ended
December 31, 1998, on March 5, 1999 the Company had approximately 18,068,372
shares of Common Stock outstanding (assuming that all of the Warrants had been
exercised), and the Reporting Persons beneficially owned 36.28% of that total.
The table below sets forth information with respect to all purchases of shares
of Common Stock of the Company by Reporting Persons since April 24, 1998, the
date of the last event which required the filing of an amendment to the Schedule
13D. All of such purchases were effected by Bellingham Industries, Inc. on the
Nasdaq National Market System, with the exception of the purchase of 1,363,632
shares of the Company's Common Stock on June 1, 1998 at a price of approximately
$11 per share. These shares were issued in a private placement by the Company.
To the Reporting Persons' best knowledge, none of the persons listed on Appendix
A of the Schedule 13D effected any transaction in shares of the Company's Common
Stock since April 24, 1998.
<TABLE>
<CAPTION>
TRANSACTION NUMBER OF PRICE PER AGGREGATE
DATE SHARES SHARE PRICE
----------- ---------- ------------ --------------
<S> <C> <C> <C>
4/30/98 15,000 $12-5/8 $189,375.00
1,000 $12-7/8 $12,875.00
24,000 $13 $312,000.00
6/1/98 1,363,632 $11 (approx.) $15,000,000.00
</TABLE>
<PAGE> 5
CUSIP NO. 744290107 13D Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 26, 1999
------------------------------------
Date
/s/ W.R. Gilbert
------------------------------------
Signature
W.R. Gilbert, Attorney-in-fact for
each of the Reporting Persons
------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
---------------------------------------------------------------------
Federal criminal violations (see 18 U.S.C. 1001).
-------------------------------------------------
