SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
PROXYMED, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
744290107
--------------------------------------------------------------------------------
(CUSIP Number)
Joseph P. Wynne
Commonwealth Associates, L.P.
830 Third Avenue
New York, New York 10022
(212) 829-5839
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 29, 2000
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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), 13d-1(f) or 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.
(Continued on following pages)
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).
<PAGE>
CUSIP No. 744290107 SCHEDULE 13D Page 2 of 15 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Commonwealth Associates, L.P. (13-3467952)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,545,553
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,545,553
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,543,891
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 744290107 SCHEDULE 13D Page 3 of 15 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Commonwealth Associates Management Corp. (13-3468747)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,545,553
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,545,553
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,545,553
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 744290107 SCHEDULE 13D Page 4 of 15 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael S. Falk
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,472,486
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,770,553
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,472,486
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,770,553
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,243,039
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 744290107 SCHEDULE 13D Page 5 of 15 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Priddy
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
52,958
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,750,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 52,958
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,750,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,802,958
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 744290107 SCHEDULE 13D Page 6 of 15 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RMC Capital, LLC
58-2391586
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,750,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,750,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 15 pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
("Common Stock") of ProxyMed, Inc. (the "Issuer"). The address of the Issuer's
principal executive office is 2555 Davie Road, Suite 110, Fort Lauderdale,
Florida 33317.
Item 2. Identity and Background.
This statement is filed jointly by Commonwealth Associates, L.P.
("Commonwealth"), a limited partnership organized under the laws of New York,
whose principal business is investment banking and advisory services,
Commonwealth Associates Management Corp. ("CAMC"), a corporation organized under
the laws of New York and the corporate general partner of Commonwealth, RMC
Capital, LLC ("RMC"), a limited liability company organized under the laws of
Georgia whose principal business is investing in securities, Michael S. Falk
("Falk") and Robert Priddy ("Priddy"). Commonwealth, CAMC, RMC, Falk and Priddy
are the "Reporting Persons."
Priddy, Keith Rosenbloom and Basil Ascuitto are directors, and Falk is
Chairman, of CAMC. Mr. Falk is also the principal stockholder of CAMC. The sole
officer of CAMC is Joseph Wynne, Chief Financial Officer. The managers of RMC
(the "RMC Managers") are Mr. Priddy, Kikie Priddy, Chris Priddy, Shannon Acks
and Michael Acks. Mr. Priddy is also the Chairman and principal member of RMC.
Michael Acks is the President of RMC.
All of the individuals identified in this Item 2 are United States
citizens. The business address for all of the Reporting Persons and other
individuals identified in this Item 2, other than the RMC Managers is 830 Third
Avenue, New York, New York 10022. The business address for the RMC and the RMC
Managers is RMC Capital, LLC, 1640 Powers Ferry, Suite 125, Marietta, Georgia
30067.
During the last five years, none of the individuals or entities identified
in this Item 2 has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or 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 of finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Commonwealth provided advisory to the Issuer in connection with the
Issuer's acquisition of Specialized Management, Inc. in February 1999 and was
compensated with 6,000 shares of Common Stock and warrants to purchase 10,000
shares of Common Stock at a purchase price of $11.44 (the "Acquisition
Warrants").
<PAGE>
Page 8 of 15 pages
In addition, Commonwealth holds warrants it received as compensation as
follows: (i) five-year warrants (the "Advisory Warrants") to purchase 1,000,000
shares of Common Stock at an exercise price of $1.00 per share in connection
with providing certain advisory services in June 2000; (ii) five-year warrants
(the "Engagement Warrants") to purchase 1,000,000 shares of Common Stock at an
exercise price of $1.50 per share, in connection with entering into a certain
Engagement Letter with the Issuer on May 27, 2000, (iii) five-year warrants (the
"2000 Placement Agent Warrants") to purchase 5,325,366 shares of Common Stock at
an exercise price of $1.00 per share, for serving as the Issuer's placement
agent in the Issuer's June 2000 private placement of securities (the "2000
Placement"), (iv) five-year warrants (the "1999 Placement Agent Warrants") to
purchase 35,000 shares of Common Stock at an exercise price of $13.31 per share,
for serving as the Issuer's placement agent in the Issuer's June 1999 private
placement of securities (the "1999 Placement"), (v) five-year warrants (the
"1998 Placement Agent Warrants") to purchase 47,188 shares of Common Stock at an
exercise price of $12.10 per share, for serving as the Issuer's placement agent
in the Issuer's June 1998 private placement of securities (the "1998
Placement"), and (vi) five-year warrants (the "Secondary Warrants") to purchase
98,000 shares of Common Stock at an exercise price of $5.63 per share, for
serving as the "Representative" of the underwriters in the Issuer's 1996 public
offering.
Commonwealth also invested $200,000 in the 1999 Placement for which it
received 16,666 shares of Common Stock and five-year warrants ("1999 Placement
Warrants") to purchase 7,333 shares of Common Stock at an exercise price of
$10.00 per share. The funds for such purchase were provided by Commonwealth's
working capital.
Falk acquired 50,000 shares of Common Stock by a cashless exercise of
warrants that had previously been issued to him. Falk also invested (A) $100,000
in the 2000 Placement for which he received (i) 7% Senior Secured Convertible
Notes ("Convertible Notes") that subsequently were converted into shares of the
Issuer's Series C Convertible Preferred Stock (the "Preferred Stock") which are
currently convertible into 100,000 shares of Common Stock and (ii) five-year
warrants ("2000 Placement Warrants") to purchase 50,000 shares of Common Stock
at an exercise price of $1.00 per share and (B) $150,000 in the 1999 Placement
for which he received (i) 12,500 shares of Common Stock and (ii) 1999 Placement
Warrants to purchase 5,500 shares of Common Stock at an exercise price of $10.00
per share. The funds for such purchases were provided by Falk's personal funds.
This statement also includes 225,000 shares of Common Stock beneficially
held by Falk through ComVest Capital Partners, LLC ("ComVest") of which Falk is
a manager and the principal member. ComVest invested $150,000 in the 2000
Placement for which it received (i) Convertible Notes that subsequently were
converted into shares of Preferred Stock that are currently convertible into
150,000 shares of Common Stock and (ii) 2000 Placement Warrants to purchase
75,000 shares of Common Stock.
Commonwealth distributed to certain of its employees, including Falk,
Rosenbloom and Ascuitto, Secondary Warrants, 1998 Placement Agent Warrants, and
2000 Placement Agent
<PAGE>
Page 9 of 15 pages
Warrants. Commonwealth disclaims beneficial ownership of the warrants it
distributed to other persons, including the Reporting Persons.
Priddy acquired 52,958 shares of Common Stock at a price of $9.44 per
share. The purchase was effected pursuant to the cancellation of the Company's
9% Senior Secured Notes held by Priddy.
RMC invested $2,500,000 in the 2000 Placement for which it received (i)
Convertible Notes that subsequently were converted into shares of Preferred
Stock which are currently convertible into 2,500,000 shares of Common Stock and
(ii) 2000 Placement Warrants to purchase 1,250,000 shares of Common Stock. The
funds for such purchase were provided by RMC's working capital.
In no case were any funds borrowed by any of the Reporting Persons in
connection with the above transactions.
Item 4. Purpose of Transaction.
The Advisory Warrants, Acquisition Warrants, Engagement Warrants,
Secondary Warrants, 1998 Placement Agent Warrants, 1999 Placement Agent Warrants
and 2000 Placement Agent Warrants were acquired as compensation for services
rendered to the Issuer solely for investment purposes and not for the purpose of
acquiring control of the Issuer. The Convertible Notes, Preferred Stock, Common
Stock, 1999 Placement Warrants and 2000 Placement Warrants were acquired to make
a profitable investment and not for the purpose of acquiring control of the
Issuer.
Pursuant to an Agency Agreement dated June 7, 2000 between the Issuer and
Commonwealth (the "Agency Agreement"), under which Commonwealth agreed to serve
as the Placement Agent in the 2000 Placement, the Issuer agreed that by July 7,
2000, its board of directors shall consist of seven directors, which shall
include two directors designated by Commonwealth and two directors designated by
the investors in the 2000 Placement as a class, which class includes Falk and
RMC. Under the Agency Agreement, the Issuer is required to maintain such
composition in its board of directors until 90% of the outstanding shares of
Preferred Stock have been converted into Common Stock. To enforce these
provisions of the Agency Agreement, the directors and officers of the Issuer
have granted Commonwealth a proxy to vote their shares of Common Stock for the
election of the directors designated by Commonwealth and the investors in the
2000 Placement.
Other than as set forth above, the Reporting Persons have no present plans
or proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, renew or reconsider their position and
formulate plans or proposals with respect thereto, but have no present intention
of doing so.
<PAGE>
Page 10 of 15 pages
Item 5. Interest in Securities of the Issuer.
(a)(1) Commonwealth may be deemed to be the beneficial owner of an
aggregate of 7,545,553 shares of Common Stock, representing approximately 27.7%
of the issued and outstanding shares of Common Stock of the Issuer, consisting
of (i) 22,666 shares of Common Stock owned by Commonwealth, and (ii) 7,522,887
shares of Common Stock which are issuable upon the exercise and conversion of
the shares of Preferred Stock and warrants identified in Item 3 above.
(a)(2) CAMC, as the general partner of Commonwealth, may be deemed to
beneficially own the 7,545,553 shares of Common Stock, representing
approximately 27.7% of the issued and outstanding shares of Common Stock of the
Issuer, beneficially owned by Commonwealth.
(a)(3) Falk may be deemed to be the beneficial owner of an aggregate of
10,243,039 shares of Common Stock, representing approximately 34.3% of the
issued and outstanding shares of Common Stock of the Issuer. In addition to the
7,545,553 and 225,000 shares beneficially owned respectively by Commonwealth and
ComVest (described in Item 3 above), which Falk may be deemed to beneficially
own, Falk owns 62,500 shares of Common Stock and may be deemed to beneficially
own an additional 2,409,986 shares of Common Stock, representing the right to
acquire (i) 150,000 shares of Common Stock issuable upon the exercise and
conversion of the Preferred Stock and 2000 Placement Warrants acquired in the
2000 Placement, (ii) 5,500 shares of Common Stock issuable upon exercise of the
1999 Warrants, (iii) 2,180,145 shares of Common Stock upon exercise of the 2000
Placement Agent Warrants (distributed to him by Commonwealth), (iv) 54,000
shares of Common Stock issuable upon exercise of the Secondary Warrants
(distributed to him by Commonwealth) and (v) 20,341 shares of Common Stock
issuable upon exercise of the 1998 Placement Agent Warrants (distributed to him
by Commonwealth). In his capacity as (i) Chairman and controlling equity owner
of CAMC and (ii) manager and principal member of ComVest, Mr. Falk shares
indirect voting and dispositive power with respect to such entities' shares and
may therefore be deemed to be the beneficial owner of such securities.
(a)(4) Priddy may be deemed to be the beneficial owner of an aggregate of
3,802,958 shares of Common Stock, representing approximately 16.2% of the issued
and outstanding shares of Common Stock of the Issuer. In addition to the
3,750,000 shares of Common Stock beneficially owned by RMC, Priddy owns 52,958
shares of Common Stock. As manager and principal member of RMC, Priddy shares
indirect voting and dispositive power with respect to such entity's shares and
may therefore be deemed to be the beneficial owner of such securities.
(a)(5) RMC may be deemed to be the beneficial owner of an aggregate of
3,750,000 shares of Common Stock, representing approximately 16.0% of the issued
and outstanding shares of Common Stock of the Issuer, which are issuable upon
the exercise and conversion of the Preferred Stock and 2000 Placement Warrants
identified in Item 3 above.
<PAGE>
Page 11 of 15 pages
(a)(6) Keith Rosenbloom may be deemed to be the beneficial owner of an
aggregate of 262,707 shares of Common Stock, representing approximately 1.3% of
the issued and outstanding shares of Common Stock of the Issuer, which
represents the right to acquire (i) 255,395 shares of Common Stock issuable upon
exercise of the 2000 Placement Agent Warrants, (distributed to him by
Commonwealth), (ii) 1,500 shares of Common Stock issuable upon exercise of the
Secondary Warrants (distributed to him by Commonwealth) and (iii) 5,812 shares
of Common Stock issuable upon exercise of the 1998 Placement Agent Warrants
(distributed to him by Commonwealth).
(a)(7) Basil Ascuitto may be deemed to be the beneficial owner of an
aggregate of 51,800 shares of Common Stock, representing approximately 0.26% of
the issued and outstanding shares of Common Stock of the Issuer, which
represents the right to acquire (i) 15,000 shares of Common Stock issuable upon
the exercise and conversion of the Preferred Stock and 2000 Placement Warrants
acquired in the 2000 Placement (for which he paid $10,00) and (ii) 36,800 shares
of Common Stock issuable upon exercise of the 2000 Placement Agent Warrants,
(distributed to him by Commonwealth).
(b) Number of shares as to which each such person has:
(1) Sole power to vote or to direct the vote, and sole power to dispose or
direct the disposition of:
Name Number of Shares
---- ----------------
Michael S. Falk 2,472,486 shares
Robert Priddy 52,958 shares
Keith Rosenbloom 262,707 shares
Basil Ascuitto 51,800 shares
(2) Shared power to vote or to direct the vote, and shared power to dispose or
direct the disposition of:
(i) Commonwealth, CAMC and Mr. Falk share such voting and disposition
powers with respect to the 7,545,553 shares of Common Stock beneficially held by
Commonwealth.
(ii) ComVest and Mr. Falk share such voting and disposition powers with
respect to the 225,000 shares of Common Stock beneficially held by ComVest.
(iii) RMC and Priddy share such voting and disposition powers with respect
to the 3,750,000 shares of Common Stock beneficially held by RMC.
(c) As more fully described above, the Convertible Notes (which converted
into shares of Preferred Stock on June 30, 2000) and the 2000 Placement Warrants
were acquired on June 29, 2000 upon the closing of the 2000 Placement. The
Advisory Warrants were acquired by Commonwealth on June 7, 2000.
<PAGE>
Page 12 of 15 pages
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
As described more fully in Item 4 above, Commonwealth and the Issuer
entered into the Agency Agreement, which requires certain persons to be elected
to the Issuer's board of directors.
Each investor who purchased securities in the 2000 Placement agreed not to
sell, transfer or otherwise dispose of such securities or the Common Stock
issuable upon conversion or exercise of such securities, for one year following
the initial closing of the 2000 Placement (the "Lock-up Period"). Furthermore,
such investors agreed that if the Issuer undertakes a public offering, at
Commonwealth's discretion, the Lock-up Period may be extended for an additional
12 months.
Item 7. Material to be Filed as Exhibits.
(i) Joint Statement on Schedule 13D, as required by Rule 13d-1(K) under
the Exchange Act.
<PAGE>
Page 13 of 15 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.
Dated: August 8, 2000 Commonwealth Associates, L.P.
By: Commonwealth Associates
Management Corp., its general partner
By: /s/ Joseph Wynne
------------------------------------
Name: Joseph Wynne
Title: Chief Financial Officer
Dated: August 8, 2000 Commonwealth Associates Management Corp.
By: /s/ Joseph Wynne
---------------------------------------------
Name: Joseph Wynne
Title: Chief Financial Officer
Dated: August 8, 2000 RMC Capital, LLC
By: /s/ Robert Priddy
---------------------------------------------
Robert Priddy, Manager
Dated: August 8, 2000 /s/ Michael S. Falk
------------------------------------------------
Michael S. Falk
Dated: August 8, 2000 /s/ Robert Priddy
------------------------------------------------
Robert Priddy
<PAGE>
Page 14 of 15 pages
EXHIBIT INDEX
1. Joint Filing of Schedule 13D
<PAGE>
Page 15 of 15 pages
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of ProxyMed, Inc. and hereby affirm
that such Schedule 13D is being filed on behalf of each of the undersigned.
Dated: August 8, 2000 Commonwealth Associates, L.P.
By: Commonwealth Associates
Management Corp., its general partner
By: /s/ Joseph Wynne
------------------------------------
Name: Joseph Wynne
Title: Chief Financial Officer
Dated: August 8, 2000 Commonwealth Associates Management Corp.
By: /s/ Joseph Wynne
---------------------------------------------
Name: Joseph Wynne
Title: Chief Financial Officer
Dated: August 8, 2000 RMC Capital, LLC
By: /s/ Robert Priddy
---------------------------------------------
Robert Priddy, Manager
Dated: August 8, 2000 /s/ Michael S. Falk
------------------------------------------------
Michael S. Falk
Dated: August 8, 2000 /s/ Robert Priddy
------------------------------------------------
Robert Priddy
