<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )*
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ProxyMed, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
744290107
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(CUSIP Number)
Stephen T. Burdumy, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 28, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 31d-1(f) or 13d-1(g), check
the following box / /.
NOTE: Schedules filed in papaer format shall include a signed or 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 page(s))
Page 1 of 7 Pages
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CUSIP No. 744290107 13D Page 2 of 7 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Capital Ventures International
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
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
Cayman Islands
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Number of Shares (7) Sole Voting Power
Beneficially Owned 2,100,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,100,000**
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(9) Sole Dispositive Power
2,100,000
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(10) Shared Dispositive Power
2,100,000**
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
9.62%***
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
** Heights Capital Management, Inc. is the investment advisor to Capital
Ventures International and, as such, may exercise voting and dispositive
power over these shares.
***Such amount reflects (i) 1,400,000 shares of the Company's Common Stock
issuable upon conversion of shares of the Company's Series C 7% Convertible
Preferred Stock beneficially owned by Capital Ventures International and (ii)
700,000 shares of the Company's Common Stock issuable upon exercise of
immediately exercisable warrants beneficially owned by Capital Ventures
International. Based upon information provided by the Company as of May 31,
2000, the number of shares of Common Stock outstanding for purposes of this
calculation, in accordance with Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, is 21,834,429.
<PAGE>
CUSIP No. 744290107 13D Page 3 of 7 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Heights Capital Management, Inc.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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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
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,100,000**
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(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
2,100,000**
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.62%***
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
** Heights Capital Management, Inc. is the investment advisor to Capital
Ventures International and, as such, may exercise voting and dispositive
power over these shares.
***Such amount reflects (i) 1,400,000 shares of the Company's Common Stock
issuable upon conversion of shares of the Company's Series C 7% Convertible
Preferred Stock beneficially owned by Capital Ventures International and (ii)
700,000 shares of the Company's Common Stock issuable upon exercise of
immediately exercisable warrants beneficially owned by Capital Ventures
International. Based upon information provided by the Company as of May 31,
2000, the number of shares of Common Stock outstanding for purposes of this
calculation, in accordance with Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, is 21,834,429.
<PAGE>
CUSIP No. 744290107 Page 4 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
Reporting Persons (as defined below)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ProxyMed, Inc.
This Report is filed by Capital Ventures International ("CVI") and Heights
Capital Management, Inc. ("Heights") on Schedule 13D with respect to the common
stock, par value $.001 per share (the "Common Stock"), of ProxyMed, Inc. (the
"Company").
The descriptions contained in this Report of certain agreements and
documents are qualified in their entirety by reference to the complete text of
such agreements and documents filed as Exhibits hereto or incorporated herein by
reference.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock of the Company. The principal executive office of the Company is
located at 2555 Davie Road, Suite 110, Ft. Lauderdale, FL 33317.
ITEM 2. IDENTITY AND BACKGROUND
CVI is a company organized under the laws of the Cayman Islands, with its
principal place of business and principal office located at One Capital Place,
P.O. Box 1787GT, Grand Cayman, Cayman Islands, BWI.
CVI is a company engaged in the purchase of securities for investment.
The entire share capital of CVI is owned by CVI Holdings, LLC , a Delaware
limited liability company, which does not conduct business other than as a
holding company for CVI. CVI Holdings, LLC's principal place of business and
principal office is located at 42 Reads Way, New Castle, DE 19720.
Mu Holdings, Inc., a Delaware corporation, owns 100% of the outstanding
membership interests of CVI Holdings, LLC. Mu Holdings, Inc. does not conduct
business other than as a holding company for direct or indirect subsidiary
operating companies engaged in the securities business. Mu Holdings, Inc.'s
principal place of business and principal office is located at 42 Reads Way, New
Castle, DE 19720. All of the outstanding capital stock of Mu Holdings, Inc. is
owned by Susquehanna International Holdings, Inc., a Delaware corporation which
does not conduct business other than as a holding company for direct and
indirect subsidiary operating companies which engage in the securities business.
Susquehanna International Holdings, Inc.'s principal place of business and
principal office is located at 42 Reads Way, New Castle, DE 19720.
Heights is the investment advisor to CVI and, as such, may exercise voting
and dispositive power over the Common Stock. Heights is a Delaware corporation
with a business address located at 425 California Street, San Francisco, CA
94104.
CVI's directors are Arthur Dantchik, Joel Greenberg and Ian Wight, a U.K.
citizen and a trust accountant with a business address of RHB Trust Company,
Ltd, 1 Capital Place, Grand Cayman, Cayman Islands, BWI. The executive officers
of CVI are Richard Douglas, a U.K. citizen and a trust accountant, and
Woodbourne Associates (Cayman) Ltd., a Nominee Company located in the Cayman
Islands. Heights' directors are Jeffrey Yass, Eric Brooks, Arthur Dantchik,
Andrew Frost and Joel Greenberg. The executive officers of Heights are Andrew
Frost, President, and Brian Sullivan, Treasurer. Messrs. Yass, Brooks, Dantchik,
Frost and Greenberg are U.S. citizens and are engaged in the investment
business. Messrs. Yass, Brooks, Dantchik and Greenberg have a business address
at 401 City Line Avenue, Suite 220, Bala Cynwyd, PA 19004. Mr. Frost has a
business address at 425 California Street, San Francisco, CA 94104.
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CUSIP No. 744290107 Page 5 of 7 Pages
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During the past five years, neither CVI, Heights, nor to the best of CVI's
and Heights' knowledge, any individual or entity named in this Item 2, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such civil
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
CVI and the Company are parties to a Subscription Agreement, dated as of
June 28, 2000 (the "Agreement"). Pursuant to the Agreement, CVI acquired a 7%
Convertible Senior Secured Note (the "Note") due January 1, 2001 and a Warrant
(the "Warrant") for an aggregate purchase price of $1,400,000. Pursuant to the
terms of the Note, the Note automatically converted into 14,000 shares of the
Company's Series C 7% Preferred Stock (the "Series C Preferred Stock") on June
30, 2000. The Series C Preferred Stock is convertible at any time into 1,400,000
shares of the Company's Common Stock (subject to anti-dilution adjustments). The
Warrant grants CVI the right to acquire 700,000 shares of Common Stock at an
exercise price of $1.00 per share (the "Exercise Price"), subject to
anti-dilution adjustments. The Warrant became exercisable on June 28, 2000 and
expires on June 28, 2005. The Agreement also grants CVI certain registration
rights with respect to the resale of the shares of Common Stock underlying the
Series C Preferred Stock and the Warrants.
Pursuant to a description of certain restrictions contained in the
Agreement and described in Annex B thereto, CVI has agreed not to sell, transfer
or dispose of any of the Common Stock acquired by CVI upon conversion of the
Series C Preferred Stock or the Warrant until June 28, 2001; provided, however,
that the period may be extended for up to an additional twelve months at the
option of the placement agent for the Notes and Warrants.
CVI utilized its own working capital funds to consummate the purchase of
the Note and Warrant.
ITEM 4. PURPOSE OF TRANSACTION.
CVI acquired the Note (and subsequently, the Series C Preferred Stock) and
Warrant for investment purposes. Other than the possible conversion of the
Series C Preferred Stock into shares of Common Stock or the possible exercise of
the Warrant, CVI does not currently have any plan or intention to acquire
additional securities of the Company. Depending on the market conditions for the
Common Stock, other investment opportunities available to CVI, and based upon
other considerations, the Reporting Persons may acquire or dispose of shares of
Common Stock from time to time. Neither CVI, Heights, nor any of the other
entities or persons identified in Item 2 of this Schedule 13D is acting as a
"group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended) among themselves or with any other persons or entities. In addition,
to the best knowledge of CVI and Heights, neither CVI nor Heights has any plans
or proposals that relate or would result in any of the transactions referred to
in sub-items (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Based upon the 2,100,000 shares of the Company's Common Stock presently
issuable upon conversion of the Series C Preferred Stock and the exercise of
the Warrant owned by CVI, CVI and Heights beneficially own 2,100,000 shares
or 9.62% of the outstanding shares of Common Stock.
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CUSIP No. 744290107 Page 6 of 7 Pages
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To the best knowledge of CVI and Heights, other than CVI and Heights, none
of the individuals and entities listed in Item 2 hereof beneficially owns any
Common Stock. To the best knowledge of CVI and Heights, none of the individuals
listed in Item 2 hereof has effected any transactions in the Common Stock during
the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as set forth herein and above in Items 3 and 4, there are no
other contracts, arrangements, understandings or relationships between the
Company and the Reporting Persons with respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Annex B-Lock Up
Exhibit B- Limited Power of Attorney
Exhibit C - Joint Filing Agreement
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CUSIP No. 744290107 Page 7 of 7 Pages
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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.
Date: July 7, 2000 CAPITAL VENTURES INTERNATIONAL
By: Heights Capital Management, Inc.,
pursuant to a Limited Power of
Attorney attached hereto
as Exhibit B
By: /s/ Andrew Frost
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Andrew Frost, President
HEIGHTS CAPITAL MANAGEMENT, INC.
By: /s/ Andrew Frost
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Andrew Frost, President
<PAGE>
EXHIBIT A
ANNEX B
All capitalized terms used, and not defined herein, shall have the meanings
ascribed to such terms in the Subscription Agreement.
Each Subscriber hereby represents that during the period commencing on the
date hereof and ending on the first anniversary of the initial Closing (the
"Lock-Up Period"), such Subscriber will not, directly or indirectly (including,
without limitation, through the entering into of a cash-settled derivative
instrument), offer for sale, sell, contract for sale, assign, transfer, pledge
or otherwise dispose of any of the Conversion Shares and Warrant Shares acquired
by such Subscriber pursuant to the Subscription Agreement during the Lock-Up
Period. Each Subscriber further agrees that Lock-Up Period may, at the
discretion of Commonwealth be extended for up to an additional twelve months.
Commonwealth may, in its sole discretion release the undersigned from the
Lock-Up Period or any extensions thereto prior to the end of the Lock-Up Period.
In order to enforce this covenant, the Company will impose stop-transfer
instructions with respect to all securities of the Company that are currently
held by the undersigned or that are acquired by the undersigned during the
Lock-Up Period, until the end of the Lock-Up Period.
Notwithstanding the foregoing, if any such Subscriber is an individual, he
or she may transfer any securities of the Company either during his or her
lifetime or on death by will or intestacy to his or her immediate family or to a
custodian, trustee (including a trustee of a voting trust), executor or other
fiduciary for the account of his or her immediate family, a trust, the
beneficiaries of which are exclusively the undersigned and/or a member or
members of his or her immediate family, or a charitable remainder trust;
provided that such transferee agrees to be bound by the provisions of this
lock-up agreement. For the purposes of this paragraph, "immediate family" shall
mean spouse, lineal descendant, father, mother, brother or sister of the
transferor, or lineal descendant of brother or sister of the transferor.
<PAGE>
EXHIBIT B
LIMITED POWER OF ATTORNEY
THIS LIMITED POWER OF ATTORNEY given on the 3rd day of April, 1999 by
CAPITAL VENTURES INTERNATIONAL (hereinafter called "the Company"), whose
Registered Office is situated at Second Floor, One Capital Place, P.O. Box 1787,
Grant Cayman, Cayman Islands, B.W.I.
WHEREAS, by agreement dated March 10, 1997 by and between the Company and
Heights Capital Management, Inc., the Company expressly authorized Heights
Capital Management, Inc. to enter into transactions in certain designated areas
as defined in the Agreement attached hereto marked "Appendix 1".
NOW THIS DEED WITNESSETH that Ian A.N. Wight (Director) and Woodbourne
Associates (Cayman) Limited (Secretary) of the Company, hereby appoint on behalf
of the Company the Firm of HEIGHTS CAPITAL MANAGEMENT, INC. which through its
officers, directors and employees is hereby formally granted limited power of
attorney for the purpose of entering into transactions on behalf of and for the
account of the Company and to take any actions on behalf of the Company as may
be necessary to consummate such transactions, including but not limited to
instructing the transfer of funds where necessary and executing required
documentation.
IN WITNESS WHEREOF, the Company has caused its common seal to be hereunto
affixed the day and year above written.
THE COMMON SEAL OF
CAPITAL VENTURES INTERNATIONAL
was hereunto affixed in the presence of:
/s/ Ian A.N. Wright
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Ian A.N. Wight
(Director)
[SEAL OF CAYMAN ISLANDS APPEARS HERE]
/s/ Woodbourne Associates (Cayman) Limited
-------------------------------------------
Woodbourne Associates (Cayman) Limited
Secretary
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EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to shares of Common Stock of ProxyMed, Inc., dated June 28, 2000, and
any amendments thereto signed by each of the undersigned shall be filed on
behalf of each of them pursuant to and in accordance with the provisions of
13(d)-1(k) under the Securities Exchange Act of 1934.
Date: July 7, 2000 CAPITAL VENTURES INTERNATIONAL
By: Heights Capital Management, Inc.,
pursuant to a Limited Power of
Attorney attached hereto
as Exhibit B
By: /s/ Andrew Frost
----------------------------------
Andrew Frost, President
Date: July 7, 2000 HEIGHTS CAPITAL MANAGEMENT, INC.
By: /s/ Andrew Frost
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Andrew Frost, President
