SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2000
PROXYMED, INC
(Exact name of registrant as specified in its charter)
FLORIDA 000-22052 65-0202059
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2555 DAVIE ROAD
SUITE 110
FT. LAUDERDALE, FLORIDA 33317
(Address of principal executive offices)
954-473-1001
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On May 9, 2000, ProxyMed, Inc. (the "Company") announced that it had
engaged an investment bank to assist it in a capital raising transaction and to
serve as the Company's exclusive financial advisor.
A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued on May 9, 2000.
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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.
By: /S/ BENNETT MARKS
---------------------------------
Name: Bennett Marks
Title: Executive Vice President -
Finance, Chief Financial Officer
Dated: May 9, 2000
3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued on May 9, 2000.
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Sara L. Wilkins
Vice President
Investor Relations & Corporate Communications
ProxyMed, Inc.
(954) 473-1001, ext. 265
PROXYMED ANNOUNCES AGREEMENT WITH INVESTMENT BANK
-- FIRM TO ASSIST IN RAISING CAPITAL --
FORT LAUDERDALE, Florida - May 9, 2000 - ProxyMed, Inc. (Nasdaq: PILL),
a leading provider of eHealth physician solutions and business-to-business
healthcare transaction services, today announced that it has signed an agreement
with an investment bank to assist the Company in raising up to $20 million in a
"best efforts" private placement of equity securities. The bank will also serve
as the Company's exclusive financial advisor. The proceeds will be used to
satisfy obligations under the Redemption and Exchange Agreement (the
"Agreement") for the Company's Series B Convertible Preferred Stock - announced
on May 5, 2000 - as well as for additional working capital. Under the terms of
the Agreement, the Company will redeem $13 million of the Preferred Stock, plus
a 16.5% premium. The securities issued in the private offering will not be
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements.
"We are confident that this new strategic partnership, along with the
support of our shareholders, will enable ProxyMed to meet its obligations with
respect to the redemption of the Preferred Stock. More importantly, it allows us
to rededicate our efforts to operating our business and executing our vision of
empowering physicians with eSolutions," said Bennett Marks, executive vice
president and chief financial officer of ProxyMed, Inc.
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ABOUT PROXYMED, INC.
ProxyMed, Inc. is among the nation's largest and most experienced
eHealth companies, supplying eSolutions to physicians and business-to-business
healthcare electronic commerce services to healthcare information systems
providers. The Company's desktop software and its WWW.PROXYMED.COM web site
allow physicians to exchange clinical and financial messages with insurance
companies, labs, pharmacies, suppliers, and patients in an efficient and secure
manner - simplifying financial, administrative, and clinical processes and
resulting in more cost-effective healthcare management and increased quality of
patient care.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT THE
COMPANY'S CURRENT EXPECTATIONS REGARDING FUTURE EVENTS INCLUDING THE COMPANY'S
ABILITY TO REDEEM ITS PREFERRED STOCK AND THE INVESTMENT BANK'S ABILITY TO RAISE
MONEY. WHILE THESE STATEMENTS REFLECT THE COMPANY'S BEST CURRENT JUDGMENT, THEY
ARE SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM PROJECTED RESULTS DUE TO A NUMBER OF FACTORS, INCLUDING, BUT NOT LIMITED TO
PROXYMED'S ABILITY TO ABIDE BY THE TERMS OF THE REDEMPTION AND RELATED
AGREEMENTS, THE INVESTMENT BANK'S ABILITY TO RAISE MONEY, AND THE ASSUMPTIONS,
BELIEFS AND OPINIONS RELATING TO PROXYMED'S GROWTH STRATEGY BASED UPON
PROXYMED'S INTERPRETATION AND ANALYSIS OF HEALTHCARE INDUSTRY TRENDS AND
MANAGEMENT'S ABILITY TO SUCCESSFULLY DEVELOP, MARKET, SELL AND IMPLEMENT ITS
E-COMMERCE SOLUTIONS, CLINICAL AND FINANCIAL E-TRANSACTION SERVICES AND SOFTWARE
APPLICATIONS TO PHYSICIANS, PHARMACIES, LABORATORIES, AND PAYERS. THESE FACTORS
AND OTHER RISK FACTORS ARE MORE FULLY DISCUSSED IN THE COMPANY'S FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION. PROXYMED EXPRESSLY DISCLAIMS ANY INTENT
OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS.
MORE INFORMATION ON PROXYMED IS AVAILABLE ON ITS HOME PAGE AT WWW.PROXYMED.COM.
