UNITED STATES
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): March 22, 2007
PROXYMED, INC.
(Exact name of registrant as specified in its charter)
| Florida | | 000-22052 | | 65-0202059 |
| (State or other jurisdiction of | | (Commission File No.) | | (IRS Employer Identification |
| incorporation) | | | | No.) |
1854 Shackleford Court, Suite 200,
Norcross, Georgia 30093-2924
(Address of principal executive offices)
(770) 806-9918
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofthe registrant under any of the following provisions (see General Instruction A.2. below):
[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ]-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.
(e) On March 22, 2007, ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions (the “Company”) entered into anemployment agreement (the “Employment Agreement”) with Peter E. Fleming, III, as General Counsel, Secretary andExecutive Vice President. The contract becomes effective on March 26, 2007 which marks the nine (9) month anniversaryof Mr. Fleming’s employment with the Company. He had been operating without a contract prior to this agreement. Thebase annual compensation is $225,000, which amount shall be paid monthly at a rate of $18,750.
In addition, the executive is eligible to receive cash bonuses in amounts equal to 40% of his annual compensationand equity-based incentives at the discretion of the Compensation Committee. The Employment Agreement is effective asof March 26, 2007, is for a three-year term and will expire in March 26, 2010. The Employment Agreement shallautomatically renew for additional one (1) year terms thereafter, unless either party provides notice to the other party of itsintent not to renew such Employment Agreement not less than ninety (90) days nor more than one hundred and twenty(120) days prior to the expiration of the then-current term or unless the Employment Agreement is terminated earlier inaccordance with its terms.
In the event of a termination of employment without cause or by the executive for good reason, each as definedin the applicable agreement, if the executive executes a full and complete release of any and all claims against theCompany in a form satisfactory to the Company, the executive shall receive: (i) six (6) months of the executive’s basesalary as of the date of termination; plus (ii) a pro rata portion of any accrued vacation not already taken; plus (iii) a prorata portion of any bonus that would have been paid to the executive under any bonus plan which is adopted by theCompany’s Compensation Committee or Board in such year if the Company and executive have met the targeted goalsprior to the date of termination; plus (iv) the continuation for three (3) months from the effective da te of termination of allof such executive’s benefits including, without limitation, all insurance plans, on the same terms and conditions as hadbeen provided to such executive prior to the termination. All of the foregoing shall be payable in accordance with theCompany’s customary payroll practices then in effect.
Further, in the event of a termination of employment without cause or by the executive for good reason, anyoptions then held by such executive that have not already vested in accordance with their terms shall immediately vest andbecome exercisable. Finally, options held by the executive will vest upon a change in control of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to besigned on its behalf by the undersigned hereunto duly authorized.
| | | ProxyMed, Inc. |
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| Date: March 27, 2007 | | /s/ John G. Lettko |
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| | | John G. Lettko |
| | | President and Chief Executive Officer |
