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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PROXYMED, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
744290107
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 29, 1997
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(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))
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CUSIP No. 744290107 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Bellingham Industries, Inc.
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
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(6) Citizenship or Place of Organization
Panama
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,000,000 shares
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power
1,000,000 shares
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 10.01%
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(14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 744290107 13D Page 3 of 8 Pages
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Alan Walter Gilbert
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) WC of Bellingham Industries, Inc.
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
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(6) Citizenship or Place of Organization
United Kingdom
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,000,000 shares
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power
1,000,000 shares
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 10.01%
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(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No. 744290107 13D Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.001 par value per share (the
"Common Stock"), of ProxyMed, Inc., a Florida corporation (the "Company"). The
address of the principal executive offices of the Company is 2501 Davie Road,
Suite 230, Ft. Lauderdale, Florida 33317-7424.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Bellingham Industries, Inc., a corporation
organized under the laws of Panama ("Bellingham"). This statement is also being
filed by Alan Walter Gilbert, who, to date, has been the principal beneficiary,
but without legal right, under a discretionary trust which owns 100% of the
outstanding equity of Bellingham, and who may therefore be deemed the indirect
beneficial owner of all of the shares of Common Stock reported as beneficially
owned by Bellingham. Bellingham and Mr. Gilbert are collectively referred to
herein as the "Reporting Persons."
Bellingham is principally engaged in the business of investment. The address
of Bellingham's principal executive offices is P.O. Box 323, 13 Royal Square,
St. Helier, Jersey, Channel Islands, United Kingdom. Mr. Gilbert is a private
investor. His business address is c/o Bellingham Industries, Inc., P.O. Box
323, 13 Royal Square, St. Helier, Jersey, Channel Islands, United Kingdom.
Appendix A attached hereto and incorporated herein by this reference lists the
directors and executive officers of Bellingham and contains the following
information with respect to each such person: (i) name, (ii) business address,
and (iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Each individual listed on Appendix A is a citizen of
Panama.
During the last five years, neither the Reporting Persons nor, to their best
knowledge, any person listed on Appendix A has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 29, 1997, Bellingham acquired 525,000 shares of the Common Stock of the
Company. Bellingham purchased 425,000 of these shares directly from the Company
in a private placement for $5.25 per share, or a total of $2,231,250. Bellingham
purchased the other 100,000 shares from Harold S. Blue in a private transaction
for $5.25 per share, or a total of $525,000.
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CUSIP No. 744290107 13D Page 5 of 8 Pages
Bellingham utilized its working capital to purchase these shares and all of the
other shares of the Company which it currently owns (collectively, the
"Shares").
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired and hold the Shares for investment purposes
only. Depending on market conditions, the Reporting Persons may continue to
increase their ownership of the Company's Common Stock through purchases in the
open market or in private transactions on such terms and conditions and at such
times as the Reporting Persons consider desirable. However, the Reporting
Persons do not have any present intention to exercise control over the
management and policies of the Company. If warranted by market conditions, the
Reporting Persons may also change their present course of acquiring and holding
shares of the Company's Common Stock by disposing of some or all of its shares.
Other than as described above, the Reporting Persons do not have any present
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
Company;
(f) Any other material change in the Company's business or corporate structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
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CUSIP No. 744290107 13D Page 6 of 8 Pages
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On April 29, 1997, the Reporting Persons beneficially owned a total of 1,000,000
shares of the Company's Common Stock 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-QSB for the quarter ended March 31, 1997
and information otherwise available to the Reporting Persons, on April 29, 1997
there were approximately 9,988,396 shares of the Company's Common Stock
outstanding, and the Reporting Persons beneficially owned 10.01% of that total.
Other than as set forth in Item 3, neither the Reporting Persons nor, to their
best knowledge, any person listed on Appendix A effected any transaction in
shares of the Company's Common Stock during the 60 days prior to April 29, 1997
or beneficially owned any shares of the Company's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described above, to the Reporting Persons' best knowledge, as of
April 29, 1997 there are no contracts, arrangements, understandings or
relationships (legal or otherwise) which the Reporting Persons or any person
listed on Appendix A has with respect to securities of the Company, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
No.
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1 Power of Attorney from Bellingham Industries, Inc. to William Rodney
Gilbert
2 Power of Attorney from Alan Walter Gilbert to William Rodney
Gilbert
3 Agreement of Bellingham Industries, Inc. and Alan Walter Gilbert that
this statement is filed jointly on behalf of each of them
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CUSIP No. 744290107 13D Page 7 of 8 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
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Date
/s/ W.R. Gilbert
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Signature
W.R. Gilbert, Attorney-in-fact for
each of the Reporting Persons
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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
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Federal criminal violations (see 18 U.S.C. 1001).
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CUSIP No. 744290107 13D Page 8 of 8 Pages
Appendix A
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<TABLE>
<CAPTION>
Relationship Principal
Name to Bellingham Occupation Business Address
- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Pablo Javier President and Attorney with Swiss Bank Bldg.
Espino Director Morgan & Morgan, 53rd Street
a Panamanian law Panama City,
firm providing Panama
business
management and
consulting
services
Aida May Biggs Treasurer and Attorney with Same address
Director Morgan & Morgan
Adelina M. de Secretary and Attorney with Same address
Estribi Director Morgan & Morgan
</TABLE>
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EXHIBIT 1
MINUTES OF A MEETING OF THE
BOARD OF DIRECTORS OF THE CORPORATION
BELLINGHAM INDUSTRIES INC.
In the City of Panama, Republic of Panama, on February 18, 1998, a
Meeting of the Board of Directors of BELLINGHAM INDUSTRIES INC. was held in the
principal offices of said corporation at 53rd Street, Urbanizacion Obarrio,
Torre Swiss Bank, 16th Floor, Panama, Republic of Panama, wherein a quorum was
at all time present and active.
All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY
BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefore notice
of the meeting was waived.
The President of the Corporation PABLO JAVIER ESPINO presided the
Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as
Secretary.
The President then called the Meeting to order and explained its
objects: to grant a General Power of Attorney to a person chosen by the Board of
Directors to act on behalf of the corporation with such authority as the Board
may approve.
Thereupon, after an exchange of views on motion duly made and seconded
the following resolutions were unanimously approved:
RESOLVED: That be and hereby is granted a General Power of
Attorney as full as it may be legally necessary in favor of MR.
WILLIAM RODNEY GILBERT, a british national, with passport No.
002851652, to act on behalf of the Corporation individually, with
full powers, which for purposes of enunciation and not in order
to limit this General Power of Attorney, are detailed as follows:
to purchase, alienate, transfer, sell, lease, pledge, mortgage,
encumber, or dispose of in any way or manner, the movable or
immovable, corporeal or incorporeal property of the corporation;
to accept, endorse, collect, deposit and transfer checks, notes
and any other negotiable instruments in its name; to open and to
close any kind of bank account, to draw from accounts and the
bank deposits of the corporation, be they checking accounts, time
deposits overdraft, or any other kind of deposits, be they in the
Republic of Panama or abroad; to issue notes, sign bills of
exchange as drawer, acceptor, endorser or guarantor; to accept
obligations, be they of a commercial or civil nature; to
represent the
<PAGE> 2
corporation in matters of disposition and administration as well
as in all affairs of management and situations in which the
corporation has an interest, also in general partnerships or
joint ventures; to buy stock or shares of any kind in other
companies; to take part in assemblies or meetings in order to
make any kind of agreements, including agreements of
constitution, transformation, increase of capital and dissolution
of companies, to become the legal representative of the company,
as plaintiff, defendant, third party or in any other form, before
any office of the Republic of Panama or abroad, be they judicial,
administrative, concerning labor, or of any other nature, to
substitute this power in whole or in part and to revoke the
substitutions; to subscribe documents wherein the corporation may
be involved as debtor or creditor; to make agreements using
arbitrators or any other type of arrangement whatsoever and to
complete any act or to enter into any contract that may be
considered beneficial to the interests of the company BELLINGHAM
INDUSTRIES INC. because it is the intention of this General Power
of Attorney that it be exercised without any limitations
whatsoever.
It is hereby expressed that this General Power of Attorney can be
exercised in the territory of the Republic of Panama or in any other country.
It was also resolved to give authority to the law firm MORGAN Y MORGAN
to protocolize a copy of the minutes of this meeting of the Board of Directors.
Having nothing else to discuss, the meeting was adjourned.
/s/ Pablo J. Espino
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Pablo J. Espino
President
/s/ Adelina M. de Estribi
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Adelina M. de Estribi
Secretary
2
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EXHIBIT 2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints William Rodney Gilbert the undersigned's true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned, Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
2. execute for and on behalf of the undersigned, Schedules 13D and
amendments thereto in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete, execute and file any
such Form 3, 4 or 5 or Schedule 13D or amendment thereto with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 13 or Section 16 of
the Securities Exchange Act of 1934.
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This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D with
respect to the undersigned's holdings of and transactions in securities issued
by any company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of March, 1999.
/s/ Alan W. Gilbert
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Alan W. Gilbert
2
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EXHIBIT 3
SCHEDULE 13D JOINT FILER AGREEMENT
Bellingham Industries, Inc. and Alan Walter Gilbert hereby agree to file
jointly all Schedule 13D statements of beneficial ownership (including all
amendments thereto) with respect to the equity securities of ProxyMed, Inc.
which they beneficially own.
Date: March 26, 1999
/s/ W.R. Gilbert
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W.R. Gilbert, Attorney-in-Fact
for Bellingham Industries, Inc.
/s/ W.R. Gilbert
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W.R. Gilbert, Attorney-in-Fact
for Alan Walter Gilbert
