UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): | August 8, 2007 | |
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Healthaxis Inc. |
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(Exact Name of Registrant as Specified in Its Charter) |
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Pennsylvania |
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(State or Other Jurisdiction of Incorporation) |
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| 0-13591 | | 23-2214195 |
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| (Commission File Number) | | (IRS Employer Identification No.) |
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| 7301 North State Highway 161, Suite 300, Irving, Texas | | 75039 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
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(972) 443-5000 |
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(Registrant’s Telephone Number, Including Area Code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.03: AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On August 8, 2007, the Board of Directors of Healthaxis Inc. (the “Company”) approved an amendment to the Amended and Restated Articles of Incorporation of the Company to add a new Article 5(e), and approved an amendment to the Company’s Second Amended and Restated Bylaws to add a new Section 503, in each case to allow for the issuance of uncertificated shares of the Company. Through its ability to issue uncertificated shares, the Company may participate in the Direct Registration System, which is currently administered by The Depository Trust Company. The Direct Registration System allows a shareholder to have securities registered in his or her name without the issuance of physical certificates and allows a shareholder to electronically transfer securities to broker-dealers in order to affect transactions without the risk and delays associated with transferring physical certificates. The Board of Directors of the Company also approved an amendment to the Company’s Second Amended and Restated Bylaws to add a new Section 504 addressing the transfer of both certificated shares and uncertificated shares. The amendments to the Company’s Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws described above were effective upon the filing of Articles of Amendment with the Pennsylvania Department of State, which filing was effected on August 9, 2007.
The above described amendment to the Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 and is incorporated herein by reference. The above described amendments to the Second Amended and Restated Bylaws are filed as Exhibit 3.2 and are incorporated herein by reference. The foregoing description of such amendments is qualified in its entirety by reference to the full text of such amendments attached hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| 3.1 | Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, as filed on August 9, 2007. |
| 3.2 | Bylaw Amendment amending the Company’s Second Amended and Restated Bylaws, effective as of August 9, 2007. |
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.
| Date: August 10, 2007 | |
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| | HEALTHAXIS INC. |
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| | By: | /s/ Ronald K. Herbert |
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| | | Ronald K. Herbert
Chief Financial Officer
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EXHIBIT INDEX
| 3.1 | Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, as filed on August 9, 2007. |
| 3.2 | Bylaw Amendment amending the Company’s Second Amended and Restated Bylaws, effective as of August 9, 2007. |
