As filed with the Securities and Exchange Commission on April 16, 2007
Registration No. 333-131333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-1
on
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PROXYMED, INC.
(Exact name of registrant as specified in its charter)
Florida | | 65-0202059 |
(State or Other Jurisdiction of | | (I.R.S. Employer |
Incorporation or Organization) | | Identification Number) |
1854 Shackleford Court, Suite 200
Norcross, Georgia 30093
(770) 806-9918
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gerard M. Hayden, Jr.
Chief Financial Officer
ProxyMed, Inc.
1854 Shackleford Court, Suite 200
Norcross, Georgia 30093
(770) 806-4780
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Adam C. Lenain, Esq.
Foley & Lardner LLP
402 W. Broadway, Suite 2100
San Diego, CA 92101
(619) 234-6655
Approximate date of commencement of proposed sale to the public: From time to time after thisregistration statement becomes effective, as determined by the selling shareholders.
If the only securities being registered on this Form are being offered pursuant to dividend or interestreinvestment plans, please check the following box.¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividendor interest reinvestment plans, check the following box.x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under theSecurities Act, check the following box and list the Securities Act registration statement number of earlier effectiveregistration statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering.¨
If this Form is registration statement pursuant to General Instruction I.D. or a post-effective amendmentthereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the SecuritiesAct, check the following box.¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General InstructionI.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under theSecurities Act, check the following box.¨
The Registrant hereby amends this registration statement on such date or dates as may be necessaryto delay its effective date until the registrant shall file a further amendment which specifically states that thisregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Actof 1933, as amended, or until the registration statement shall become effective on such date as theCommission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement on Form S-3 constitutes a post-effective amendment to our registrationstatement on Form S-1 (No. 333-131333) into a registration statement on Form S-3. The S-1 was declared effectiveby the Securities and Exchange Commission on May 9, 2006. We are filing this post-effective amendment on FormS-3 for the purpose of converting the Registration Statement on Form S-1 into a Registration Statement on Form S-3because we are again eligible to use Form S-3. All filing fees payable in connection with the registration of thesesecurities were previously paid in connection with the filing of the S-1.
The information in this prospectus is not complete and may be changed. The selling shareholdersmay not sell these securities until the registration statement filed with the Securities and ExchangeCommission is effective. This prospectus is not an offer to sell these securities nor does it solicit an offer tobuy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED April 16, 2007
PROSPECTUS
457,373 Shares
PROXYMED, INC.
Common Stock
This prospectus relates to the proposed sale from time to time of up to an aggregate of 457,373 shares ofour common stock by the selling shareholders named under the caption “Selling Shareholders” in this prospectusand any amendment to this prospectus, referred to as the “Offering.” We issued these shares of our common stock orpromissory notes convertible into common stock to the selling shareholders in certain privately negotiatedtransactions.
You should read this prospectus and any prospectus supplement carefully before you invest. We will notreceive any proceeds from the sale of shares of our common stock by the selling shareholders.
Our common stock is listed on the Nasdaq Global Market under the symbol “PILL.” On April 3, 2007, thelast reported sale price for our common stock on the Nasdaq Global Market was $ 3.10 per share.
Our principle executive office is located at 1854 Shackleford Court, Suite 200, Norcross, Georgia 30093,and our telephone number is (770) 806-9918.
For additional information on the methods of sale that may be used by the selling shareholders, see thesection entitled “Plan of Distribution” on page 14. We will not receive any of the proceeds from the sale of theseshares. We will bear the costs relating to the registration of these shares.
Investing in our common stock involves certain material risks. See “Risk Factors” beginning on page2.
The Securities and Exchange Commission (“SEC”) may take the view that, under certaincircumstances, the selling shareholders and any broker-dealers or agents that participate with the sellingshareholders in the distribution of the shares may be deemed to be “underwriters” within the meaning of theSecurities Act of 1933, as amended. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act.
The selling shareholders, which as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of our common stock, may, from time to time, sell, transfer or otherwise dispose of any orall of their shares of common stock or interests in shares of common stock on any stock exchange, market or tradingfacility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, atprevailing market prices at the time of sale, at prices related to the prevailing market price, at varying pricesdetermined at the time of sale, or at negotiated prices. The selling shareholders are not required to sell any shares inthis offering, and there is no assurance that the selling shareholders will sell any or all of the shares offered in thisoffering.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED ORDISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFULOR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is April 16, 2007
TABLE OF CONTENTS |
|
| | Page |
|
Prospectus Summary | | 1 |
Risk Factors | | 2 |
Cautionary Note Regarding Forward-Looking Statements | | 11 |
Use of Proceeds | | 11 |
Selling Shareholders | | 11 |
Plan of Distribution | | 14 |
Legal Matters | | 15 |
Experts | | 15 |
Where You Can Find More Information | | 16 |
Incorporation of Certain Information by Reference | | 17 |
This prospectus is part of a registration statement that we filed with the Commission, using a “shelfregistration” process. Under this shelf registration process, the selling shareholders may, from time to time, offer andsell up to 457,373 shares of our common stock, as described in this prospectus, in one or more offerings. Thisprospectus provides you with a general description of the securities the selling shareholders may offer. You shouldcarefully read both this prospectus, together with additional information described under the headings “Where YouCan Find More Information” and “Incorporation of Certain Information by Reference,” before buying securities inthis Offering.
You should rely only on the information contained in or incorporated by reference into this prospectus.Neither we nor the selling shareholders have authorized anyone to provide you with additional or differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. Thisprospectus is not an offer to sell, nor is it a solicitation of an offer to buy, the common stock in any jurisdictionwhere the offer or sale is not permitted. You should not assume that the information contained in this prospectus isaccurate as of any date other than the date on the front cover of this prospectus, or that the information contained inany document incorporated by reference is accurate as of any date other than the date of the document incorporatedby reference, regardless of the time of delivery of this prospectus or any sale of a security.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by and should be read together with the more detailedinformation and consolidated financial statements included in or incorporated by reference into this prospectus.Because this is a summary, it may not contain all the information that may be important to you. You should read theentire prospectus before making an investment decision. When used in this prospectus,all references to “we,”“our,” “us,” “Company,” “Proxymed” or “MedAvant” refer to ProxyMed, Inc., d/b/a MedAvant HealthcareSolutions, and its subsidiaries, unless otherwis e specified. Furthermore, you should carefully read “Risk Factors”for more information about important factors you should consider before making a decision to purchase ourcommon stock in this Offering.
ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions
Overview
MedAvant is a leading provider of information technology used in the exchange of medical claim andclinical information among doctors, hospitals, medical laboratories, pharmacies and insurance payers. MedAvantalso enables the electronic transmission of laboratory results and prescription orders.
MedAvant is a trade name of ProxyMed, Inc. which was incorporated in 1989 in Florida as apharmaceutical services company. In December 2005, ProxyMed began doing business as MedAvant HealthcareSolutions.
We are competitive in the marketplace due to our unique technology, the centerpiece of which isPhoenixSM. We created Phoenix more than five years ago as a transaction processing platform with multipleprocessing engines that produce real-time results.
MedAvant is the nation’s fourth largest medical claims processor, the largest company that facilitatesdelivery of laboratory results, and among the top five largest independent Preferred Provider Organizations (“PPO”).The PPO we operate is called the National Preferred Provider Network. We are the only entity in healthcare thatoffers nationwide claims processing and a nationwide PPO.
Principal Executive Offices
Our principal executive office is located at 1854 Shackleford Court, Suite 200, Norcross, Georgia 30093,and our telephone number is (770) 806-9918. Our web page, describing us, our technology, products, strategicalliances and news releases, can be visited at: www.medavanthealth.com. The web site is not a part of thisprospectus.
The Offering
Shares of Common Stock offered by us | | None. |
| | |
Shares of Common Stock offered by the Selling Shareholders | | 457,373 shares. |
| | |
Use of proceeds | | We will not receive any proceeds from the sale of the shares of our Common Stock by the Selling Shareholders |
| | |
Our Nasdaq Stock Market symbol | | PILL |
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, INCLUDING THEINFORMATION IN OUR REPORTS AND OTHER DOCUMENTS ON FILE WITH THE SECURITIES ANDEXCHANGE COMMISSION (“SEC”) OR INCORPORATED HEREIN BY REFERENCE, YOU SHOULDCAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING US AND OUR BUSINESSBEFORE PURCHASING THE SECURITIES OFFERED IN THIS PROSPECTUS.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING ANINVESTMENT DECISION. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLYONES FACING US. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US ORTHAT WE CURRENTLY CONSIDER IMMATERIAL MAY ALSO IMPAIR OUR OPERATIONS. IF ANY OFTHE FOLLOWING RISKS WERE TO MATERIALIZE, OUR BUSINESS, FINANCIAL CONDITION ORRESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. WERE THAT TOOCCUR, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU COULD LOSEALL OR PART OF YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS
General
We incurred net losses in 2004, 2005 and 2006. We may not be able to generate positive earnings in thefuture and this could have a detrimental effect on the market price of our stock.
In the last three years, we have incurred substantial losses, including losses of $3.8 million for the fiscalyear ended December 31, 2004, $105.3 million for the fiscal year ended December 31, 2005, and $6.6 million in thefiscal year ended December 31, 2006. As of December 31, 2004, December 31, 2005, and December 31, 2006, wehad accumulated deficits of $104.1 million, $209.4 million and $216.0 million, respectively. Continued shortfallscould deplete our cash reserves and availability via our credit facility, making it difficult for us to obtain credit at afavorable rate or to continue investing in infrastructure we need to compete in the future. Continued shortfalls mayalso cause our share price to decline.
Our auditors have issued a going concern opinion. This means we may not be able to achieve ourobjectives and may have to suspend or cease operations.
Our independent public accounting firm has issued a going concern opinion as of March 15, 2007, withrespect to our consolidated financial statements for the year ended December 31, 2006. If we cannot raise additionalcapital or generate sufficient revenues, or sufficiently reduce costs, to operate profitably, we may have to suspend orcease operations or significantly dilute our stockholders’ equity holdings.
Management changes may disrupt our operations and we may not be able to retain key personnel orreplace them when they leave.
Although we have entered into employment agreements with many of our senior executives, the loss of anyof their services could cause our business to suffer. Our success is also dependent upon our ability to hire and retainqualified operations, development and other personnel. Competition for qualified personnel in the healthcareinformation services industry is intense and we cannot assure that we will be able to hire or retain the personnelnecessary for our planned operations.
We have senior and subordinated debt that matures during 2008 and 2010.
We have senior and subordinated debt in the aggregate principal amount of $29.6 million that maturesthrough 2010, of which $15.1 million is due by December 2008. We currently do not have the resources to repaythis debt in full. If we are unable to obtain additional funding to repay or refinance our senior and subordinated debtprior to maturity, the lenders could foreclose and take certain other action against us. The effect on our operations
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and stock price could be significantly negative and we may be unable to continue as a going concern. Laurus MasterFund, Ltd. (“Laurus”), our largest lender, has the subjective and unilateral ability to call our debt. Such an eventwould negatively impact our ability to operate as a solvent and on-going concern.
Our insurance coverage may not be adequate.
We have purchased directors’ and officers’, casualty, property and general liability coverage whichmanagement believes is adequate for our requirements. However, should we incur a loss that exceeds our coverage,it could negatively impact our results of operations and cash flows.
An inability to maintain effective internal controls over financial reporting, as required by the Sarbanes-Oxley Act of 2002, could have an adverse impact on our stock price.
Our certification that we have sufficient internal controls in place today is no guarantee that we willmaintain those controls in the future or that those controls will be effective in ensuring the accuracy of our financialreports. An inability to maintain effective controls or our receiving an adverse or qualified opinion on theeffectiveness of our internal controls from our independent registered public accounting firm could have a negative
impact on our stock price.
Transaction Services Segment
Changes that reduce payer compensation for electronic claims may reduce our revenue and margins.
Over the last few years, some payers have reduced their rebate rate paid to companies which processclaims, and some have elected to stop offering rebates. If this trend continues, we will be forced to shift the cost ofthese claims from the payers to the submitting providers. If we are not successful in shifting this revenue burden toour submitting providers, our revenue will be reduced.
As electronic transaction processing penetrates the healthcare industry more extensively, we will faceincreasing pressure to reduce our prices which may cause us to no longer be competitive as a result ofpotential declining margins.
As electronic transaction processing extensively penetrates the healthcare market and/or becomes highlystandardized, competition among electronic transaction processors will focus increasingly on pricing. Thiscompetition is putting intense pressure on us to reduce our pricing in order to retain market share. If we are unable toreduce our costs sufficiently to offset declines in our prices, or if we are unable to introduce new, innovative serviceofferings with higher margins, our results of operations could decline.
Consolidation in the healthcare industry may give our customers greater bargaining power and cause usto reduce our prices.
Many healthcare industry participants are consolidating to create integrated healthcare delivery systemswith greater market power. As provider networks and managed care organizations consolidate, competition toprovide products and services such as those we provide will become more intense and the importance of establishingand maintaining relationships with key industry participants will become greater. These industry participants maytry to use their market power to negotiate price reductions for our products and services. If we are forced to reduceprices, revenues and cash flows could decrease.
Our business will suffer if we are unable to successfully integrate future acquired IT platforms or if ourexisting Phoenix platform becomes unstable or unable to accommodate our clients’ requirements.
As we make future acquisitions, our business will be dependent on the successful consolidation of thoseacquired platforms with our current systems. If there is significant disruption to our customers, our business or ouroperations could be harmed. Additionally, if our Phoenixplatform, the backbone of our transaction processing
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business, becomes unstable or does not provide satisfactory outcomes to a significant number of clients, ourbusiness and our operations will be harmed.
Our business and future success may depend on our ability to cross-sell our products and services.
Our ability to generate revenue and growth partly depends on our ability to cross-sell our products andservices to our existing customers and new customers resulting from acquisitions. Our ability to successfully cross-sell our products and services is one of the most significant factors influencing our growth. We may not besuccessful in cross-selling our products and services and our failure in this area would likely have an adverse effecton our business.
We depend on electronic connections to insurance companies and other payers, and if we lose theseelectronic connections, our service offerings would be limited and less desirable to healthcare providers.
Our business depends upon a substantial number of payers, such as insurance companies, Medicare andMedicaid agencies, to which we have electronic connections. These connections may either be made directly orthrough a clearinghouse. We may not be able to maintain our links with all these payers on terms satisfactory to us.In addition, we cannot assure that we will be able to develop new connections, either directly or throughclearinghouses, on satisfactory terms. Lastly, some third-party payers provide systems directly to healthcareproviders, bypassing us and other third-party processors. Our failure to maintain existing connections with payersand clearinghouses or to develop new connections as circumstances warrant, or an increase in the utilization ofdirect links between providers and payers, could cause our electronic transaction processing system to be lessdesirable to healthcare participants, thus slowing down or reducing the number of transactions that we process andfor which we are paid.
We have important business relationships with other companies to market and sell some of our clinicaland financial products and services. If these companies terminate their relationships with us, or are lesssuccessful in the future, we will need to add this emphasis internally, which may divert our efforts andresources from other projects.
For the marketing and sale of some of our products and services, we entered into important businessrelationships with physician office management information system vendors, with electronic medical record vendorsand with other distribution partners. These business relationships, which have required and may continue to requiresignificant commitments of effort and resources, are an important part of our distribution strategy and generatesubstantial recurring revenue. Most of these relationships are on a non-exclusive basis. We may not be able tocontinue our relationships with our electronic commerce partners and other strategic partners, most of whom havesignificantly greater financial and marketing resources than we do. Also, our arrangements with some of ourpartners involve negotiated payments to the partners based on percentages of revenues generated by the partners. Ifthe payments prove to be too high, we may be unable to realize acceptable margins, but if the payments prove to betoo low, the partners may not be motivated to produce a sufficient volume of revenues. The success of our importantbusiness relationships will depend in part upon our partners’ own competitive, marketing and strategicconsiderations, including the relative advantages of alternative products being developed and marketed by suchpartners. If any such partners are unsuccessful in marketing our products, we will need to place added emphasis onthese aspects of our business internally, which may divert our planned efforts and resources from other projects.
A significant amount of the revenues in our Transaction Services segment is from one customer. Loss ofthis relationship may adversely affect our profitability.
For the years ended December 31, 2006, 2005 and 2004, approximately 6%, 6% and 8%, respectively, ofconsolidated revenues and 7%, 10% and 10%, respectively, of transaction services revenue were from Per-SeTechnologies.
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The adoption of electronic processing of clinical transactions in the healthcare industry is proceedingslowly; thus, the future of our business could be uncertain and this may have an adverse impact on ouroperations.
Our strategy anticipates that electronic processing of clinical healthcare transactions, including transactionsinvolving prescriptions and laboratory results, will become more widespread and that providers and third-partyinstitutions increasingly will use electronic transaction processing networks for the processing and transmission ofdata. The rate at which providers adopt the use of electronic transmission of clinical healthcare transactions (and, inparticular, the use of the Internet to transmit them) continues to be slow and the continued or accelerated conversionfrom paper-based transaction processing to electronic transaction processing in the healthcare industry, usingproprietary healthcare management systems or the Internet, may not occur.
An error by us in the process of providing clinical connectivity or transmitting prescription andlaboratory data could result in substantial injury to a patient, and our liability insurance may not beadequate in a catastrophic situation, adversely impacting our business or operations.
Our business exposes us to potential liability risks that are, unavoidably, part of the healthcare electronictransaction processing industry. Since some of our products and services relate to the prescribing and refilling ofdrugs and the transmission of medical laboratory results, an error by any party in the process could result insubstantial injury to a patient. As a result, our liability risks are significant.
Our insurance may be insufficient to cover potential claims arising out of our current or future operations,and sufficient coverage may not be available in the future at a reasonable cost. A partially or completely uninsuredclaim against us, if successful and of sufficient magnitude could have significant adverse financial consequences.Our inability to obtain insurance of the type and in the amounts required could generally impair our ability to marketour products and services.
Our businesses have many competitors.
We face competition from many healthcare information systems companies and other technologycompanies. Many of our competitors are significantly larger, have greater financial resources than we do and haveestablished reputations for success in implementing healthcare electronic transaction processing systems. Othercompanies have targeted this industry for growth, including the development of new technologies utilizing Internet-based systems. We may not be able to compete successfully with these companies and these or other competitorsmay commercialize products, services or technologies that render our products, services or technologies obsolete orless marketable.
Our PPO and provider arrangements provide no guarantee of long-term relationships.
The majority of our contracts with PPOs and providers can be terminated without cause, generally on90 days’ notice. For our Transaction Services business, the loss of any one provider may not be material, but if largenumbers of providers chose to terminate their contracts, our revenues and operating results could be materiallyadversely affected. The termination of any PPO contract would render us unable to provide our customers withnetwork access to that PPO, and, therefore, would adversely affect our ability to reprice claims and derive revenues.Furthermore, we rely on our participating PPOs and provider groups to ensure participation by their providers. OurPPO contracts generally do not provide us with direct recourse against a participating provi der that chooses not tohonor its obligation to provide a discount, or chooses to discontinue its participation in NPPN. Termination ofprovider contracts or other changes in the manner in which these parties conduct their business could negativelyaffect our ability to provide services to our customers.
Some providers have historically been reluctant to participate in secondary networks.
Our percentage of savings business model sometimes allows a payer to utilize our network discounts incircumstances where NPPN is not the payer’s primary network. In these circumstances, NPPN participatingproviders are not traditionally given the same assurances of patient flow that they receive when they are part of a
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primary network. Historically, some providers have been reluctant to participate in network arrangements that do notprovide a high degree of visibility to patients. Although the steerage provided by our payers as a whole, and thespeed and efficiency with which we provide claims repricing services makes NPPN affiliation an attractive optionfor providers, our business model could discourage providers from commencing or maintaining an affiliation withNPPN.
Payers are requiring PPOs to have more direct access to provider networks.
Over the past few years, payers have shifted more of their business to PPOs that have a higher percentageof direct contracts with their provider network as opposed to using other PPOs to access the same provider network.Our inability to directly recruit new providers or our inability to acquire another PPO in order to increase our directconnectivity to providers could harm our ability to sell our PPO access to new Payers. Additionally, our existingPayers could decide to move their business to another PPO with more direct provider connectivity and our results ofoperations could decline.
Our PPO accounts receivable are subject to adjustment.
We generally record revenue for our services when the services are performed, less amounts reserved forclaim reversals and bad debts. The estimates for claim reversals and bad debts are based on judgment and historicalexperience. Many of the claims are not fully adjudicated for over 90 days. Although we have not experienced this, tothe extent that actual claim reversals and bad debts associated with our business exceed the amounts reserved, suchdifference could have a material adverse impact on our results of operations and cash flows.
Laboratory Communication Services Segment:
Our Laboratory Communication Services Segment has a high customer concentration.
For the years ended December 31, 2006 and 2005 and 2004, approximately 8%, 7% and 9% ofconsolidated revenues, and 45%, 50% and 45% of Laboratory Communication segment revenues, respectively werefrom a single customer for the sale, lease, and service of communication devices. The potential loss of this customerwould materially affect the Company’s Laboratory Communication Services’ operating results.
RISKS RELATED TO ACQUISITIONS
Our business will suffer if we fail to successfully integrate the customers, products and technology ofcompanies we acquire into our business.
We have undertaken several acquisitions in the past few years as part of a strategy to expand our business,and we may continue in the future to acquire businesses, assets, services, products and technologies from otherpersons or entities. The anticipated efficiencies and other benefits to be derived from future acquisitions may not berealized if we are unable to successfully integrate the acquired businesses into our operations, including customers,personnel, product lines and technology. We are in the process of integrating the customers, products, andtechnology of our acquisition of Medical Resources, LLC into our operations. We may not be able to successfullyintegrate any future acquired businesses into our operations. Integration of acquired business es can be expensive,time consuming and may strain our resources. Integration may divert management’s focus and attention from otherbusiness concerns and expose us to unforeseen liabilities and risks. We may also lose key employees, strategicpartners and customers as a result of our inability to successfully integrate in a timely manner or as a result ofrelationships the acquired businesses may have with our competitors or the competitors of our customers andstrategic partners. Some challenges we face in successfully integrating future acquired businesses into our operationsinclude:
- conflicts or potential conflicts with customers, suppliers and strategic partners;
- integration of platforms, product lines, networks and other technology;
- migration of new customers and products to our existing network;
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- ability to cross-sell products and services to our new and existing customer base;
- retention of key personnel;
- consolidation of accounting and administrative systems and functions;
- coordinating new product and process development;
- increasing the scope, geographic diversity and complexity of operations;
- difficulties in consolidating facilities and transferring processes and know-how; and
- other difficulties in the assimilation of acquired operations, technologies or products.
Businesses we acquire may have undisclosed liabilities or contingent liabilities that are indeterminableand which may have a negative impact on our results of operations and require unanticipated expense.
In pursuing our acquisition strategy, our investigations of the acquisition candidates may fail to discovercertain undisclosed liabilities of the acquisition candidates or may determine that certain contingent liabilities areindeterminable. If we acquire a company having undisclosed liabilities, as a successor owner, we may be responsiblefor such undisclosed liabilities. If we acquire a company with liabilities that are indeterminable at the time of theacquisition, we may be required to make subsequent payments that could have a material adverse effect on ourbusiness. Furthermore, the introduction of new products and services from acquired companies may have a greaterrisk of undetected or unknown errors, “bugs” or liabilities than our historic products.
We may lose customers as a result of acquisitions which may have an adverse impact on our business oroperations.
Acquisitions may cause disruptions in our business or the business of the acquired company, which couldhave material adverse effects on our business and operations. In addition, our customers, licensors and otherbusiness partners, in response to an acquisition or merger, may adversely change or terminate their relationshipswith us, leading to a material adverse effect on us. Certain of our current or potential customers may cancel or deferrequests for our services. In addition, our customers may expect preferential pricing as a result of an acquisition ormerger. An acquisition or merger may also adversely affect our ability to attract new customers and may have anadverse impact on our business or operations.
RISKS RELATED TO OUR INDUSTRY
Government regulation and new legislation may have a negative impact on our business and results ofoperations.
The healthcare industry is highly regulated and is subject to extensive and frequently changing federal andstate healthcare laws. Several state and federal laws, including without limitation, the Health Insurance Portabilityand Accountability Act of 1996 (“HIPAA”), govern the collection, dissemination, use and confidentiality of patienthealthcare information. The privacy regulations, in particular, are broad in scope, and will require constantvigilance for ongoing compliance. We cannot guarantee that we will be in compliance in the future.
HIPAA also mandates the use of standard transactions, standard provider identifiers, security requirementsand other provisions for electronic healthcare claims transactions. Approximately 40% of our inbound transactionsfrom our provider customers are received in a legacy format and are translated, by us, on behalf of these customers.
Our contracts with our customers, strategic partners, providers, payers and other healthcare entitiesmandate, or will mandate, that our products and services be HIPAA compliant. If our products and services are notin compliance with HIPAA or any other alternative guidelines issued by the CMS on an ongoing basis, ourcustomers, strategic partners and other healthcare providers with whom we contract may terminate their contractswith us or sue us for breach of contract. Additionally, our revenues may be reduced as some of our non-compliantpayer partners may be forced to accept paper-based transactions for which we may not be the recipient forprocessing. We may be subject to penalties for non-compliance by federal and state governments, and patients who
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believe that their confidential health information has been misused or improperly disclosed may have certain causesof actions under applicable state privacy or HIPAA-like laws against us, our partners or customers.
We, and all companies, are responsible for collecting and sending NPI numbers in compliance with theFederal Register mandate by May 23, 2007. We may not be able to maintain compliance with HIPAA standards fortransaction formats, provider identifiers and security. Any failure to be in compliance could result in regulatorypenalties assessed against us, weaken demand for our affected services and may have an adverse impact on ourbusiness and operations.
There are a significant number of state initiatives regarding healthcare services. If we are unable tocomply with the standards set by the states in which we operate, we, or our operations, could be harmed.
In our Transaction Services segment, we contract with multiple PPO networks. These PPO networks aretypically governed by the laws and regulations of the states in which they operate, in addition to federal EmployeeRetirement Income Security Act (“ERISA”) legislation. Over the last few years, a number of states have beenactively changing their laws and regulations governing PPOs and this trend may continue. It is difficult to determinewhen ERISA preemption of state PPO law applies. Our failure to comply with existing state laws or any new laws inthe future could jeopardize our ability to continue business in the affected states, thereby reducing our revenues. Inaddition, compliance with additional regulation could be expensive and negatively imp act our operating results.
We are dependent on the growth of the Internet and electronic healthcare information markets.
Many of our products and services are geared toward the Internet and electronic healthcare informationmarkets. The perceived difficulty of securely transmitting confidential information has been a significant barrier toconducting e-commerce and engaging in sensitive communications over the Internet. Our strategy relies, in part, onthe use of the Internet to transmit confidential information. Any well-publicized compromise of Internet securitymay deter providers from using the Internet to conduct transactions that involve transmitting confidential healthcareinformation and this may result in significantly lower revenues and operating results.
RISKS RELATED TO OUR TECHNOLOGY
Evolving industry standards and rapid technological changes could result in our products becomingobsolete or no longer in demand.
Rapidly changing technology, evolving industry standards and the frequent introduction of new andenhanced Internet-based services characterize the market for our products and services. Our success will dependupon our ability to enhance our existing services, introduce new products and services on a timely and cost-effectivebasis to meet evolving customer requirements, achieve market acceptance for new products or services and respondto emerging industry standards and other technological changes. We may not be able to respond effectively totechnological changes or new industry standards. Moreover, other companies may develop competitive products orservices that may cause our products and services to become obsolete or no longer be in demand.
We depend on uninterrupted computer access for our customers. Any prolonged interruptions inoperations could cause customers to seek alternative providers of our services.
Our success is dependent on our ability to deliver high-quality, uninterrupted computer networking andhosting, requiring us to protect our computer equipment and the information stored on servers against damage byfire, natural disaster, power loss, telecommunications failures, unauthorized intrusion and other catastrophic events.
We operate production networks in our Norcross, Georgia; Santa Ana, California; and Middletown, NewYork, facilities. Any damage or failure resulting in prolonged interruptions in our operations could cause ourcustomers to seek alternative providers of our services. In particular, a system failure, if prolonged, could result inlost revenues, loss of customers and damage to our reputation, any of which could cause our business to materiallysuffer. While we carry property and business interruption insurance to cover operations, the coverage may not beadequate to compensate us for losses that may occur.
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Computer network systems like ours could suffer security and privacy breaches that could harm ourcustomers and us.
We currently operate servers and maintain connectivity from multiple facilities. Our infrastructure may bevulnerable to computer viruses, break-ins and similar disruptive problems caused by customers or others. Computerviruses, break-ins or other security problems could lead to interruption, delays or cessation in service to ourcustomers. These problems could also potentially jeopardize the security of confidential information stored in thecomputer systems of our customers, which may deter potential customers from doing business with us and give riseto possible liability to users whose security or privacy has been infringed. The security and privacy concerns ofexisting and potential customers may inhibit the growth of the healthcare information services industry, in general,and our customer base and business, in particular. A significant security breach could result in loss of customers,loss of revenues, damage to our reputation, direct damages, costs of repair and detection and other unplannedexpenses. While we carry professional liability insurance to cover such breaches, the coverage may not be adequateto compensate us for losses that may occur.
The protection of our intellectual property requires substantial resources.
We rely largely on our own security systems and confidentiality procedures and nondisclosure agreementswith employees, customers and certain vendors to maintain the confidentiality and security of our proprietaryinformation, including our trade secrets and internally developed computer applications. If third parties gainunauthorized access to our information systems, or if anyone misappropriates our proprietary information, this mayhave a material adverse effect on our business and results of operations. We are in the process of acquiring patentprotection for our Phoenix technology and other proprietary technology; however, we have not traditionally soughtpatent protection for our technology. Trade-secret laws offer limited protection against third party development ofcompetitive products or services. Because we lack the protection of registered copyrights for our internally-developed software and software applications, we may be vulnerable to misappropriation of our proprietarytechnology by third parties or competitors. The failure to adequately protect our technology could adversely affectour business.
We may be subject to infringement claims.
As our competitors’ healthcare information systems increase in complexity and overall capabilities, and thefunctionality of these systems further overlap, we could be subject to claims that our technology infringes on theproprietary rights of third parties. These claims, even if without merit, could subject us to costly litigation and couldrequire the resources, time and attention of our technical, legal and management personnel to defend. The failure todevelop non-infringing technology or trade names, or the failure to obtain a license on commercially reasonableterms, could adversely affect our operations and revenues.
If our ability to expand our network infrastructure is constrained, we could lose customers, and that losscould adversely affect our operating results.
We must continue to expand and adapt our network and technology infrastructure to accommodateadditional users, increased transaction volumes and changing customer requirements. We may not be able toaccurately project the rate or timing of increases, if any, in the volume of transactions we process, reprice orotherwise service or be able to expand and upgrade our systems and infrastructure to accommodate such increases.We may be unable to expand or adapt our network infrastructure to meet additional demand or our customers’changing needs on a timely basis, at a commercially reasonable cost or at all. Our current information systems,procedures and controls may not continue to support our operations while maintaining acceptable overallperformance and may hinder our ability to exploit the market for healthcare applications and services. Service lapsescould cause our users to switch to the services of our competitors.
9
RISKS RELATED TO OUR STOCK
We may issue additional shares that could adversely affect the market price of our Common Stock.
We currently have 16,789,427 shares of authorized but unissued Common Stock and 1,998,000 shares ofauthorized but unissued Preferred Stock. Certain events over which our shareholders have no control could result inthe issuance of additional shares of our Common Stock which would dilute our shareholders’ ownership percentagein us and could adversely affect the market price of our Common Stock. We may issue additional shares of CommonStock or Preferred Stock for many reasons including:
- raising additional capital or financing acquisitions;
- exercise, conversion, or exchange of outstanding options, warrants and shares of convertiblepreferred stock;
- in lieu of cash payment of dividends; or
- our articles of incorporation, as amended, authorize the issuance of up to 30,000,000 shares ofCommon Stock and 2,000,000 shares of “blank check” preferred stock with such designations,rights and preferences as may be determined from time to time by our board of directors.
Pursuant to our articles of incorporation, as amended, we may issue shares of our Common and PreferredStock in the future that will dilute our existing shareholders without prior notice or approval of our shareholders.Additionally, our board of directors does not intend to solicit further approval from our shareholders prior todesignating the rights, preferences or privileges of any such preferred stock, including, without limitation, rights asto dividends, conversion, voting, liquidation preference or redemption, which in each case may be superior to therights of our Common Stock. The rights of the holders of any of our Common Stock will be subject to, and may beadversely affected by, the rights of the holders of any Preferred Stock that m ay be issued in the future. The issuanceof our Preferred Stock could have the effect of discouraging, delaying or preventing a change of control andpreventing holders of our Common Stock from realizing a premium on their shares.
The trading price of our Common Stock may be volatile.
The stock market, including the NASDAQ Global Market, on which the shares of our Common Stock arelisted, has from time to time experienced significant price and volume fluctuations that may be unrelated to theoperating performance of particular companies. The market price of our Common Stock, as with many emerginghealthcare and technology companies, is likely to be volatile and could continue to be susceptible to wide pricefluctuations due to a number of internal and external factors, many of which are beyond our control, including:
- quarterly variations in operating results and overall financial condition;
- economic and political developments affecting the economy as a whole;
- our largest holder liquidating their position would likely serve to compress our share price;
- short-selling programs;
- the stock market’s perception of the healthcare technology industry as a whole;
- changes in earnings estimates by analysts;
- additions or departures of key personnel; and
- sales of substantial numbers of shares of our Common Stock, or securities convertible into orexercisable for our Common Stock.
We do not plan on declaring or paying dividends on our Common Stock.
We have never declared or paid a dividend on our Common Stock, nor do we have any plans to do so in thefuture.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference into this prospectus, our filings with theCommission and our public releases, including but not limited to, information regarding the status and progress ofour operating activities, the plans and objectives of our management, assumptions regarding our future performanceand plans, and any financial guidance therein are forward-looking statements within the meaning of Section 27A(i)of the Securities Act of 1933, as amended, and Section 21E(i) of the Securities Exchange Act of 1934, as amended.Forward-looking statements include words and phrases like “expect,” “estimate,” “anticipate,” “predict,” “believe,”“plan,” “shou ld,” “intend” and similar expressions and variations. These statements are only predictions. Althoughwe do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannotguarantee their accuracy, and actual results may differ materially from those we anticipated due to a number ofuncertainties, many of which are out of our control or cannot be foreseen. You should not place undue reliance onthese forward-looking statements, which apply only as of the date of this prospectus. Our actual results could differmaterially from those anticipated in these forward-looking statements for many reasons, including, among others,the risks we face that are described in the previous section entitled “Risk Factors,” elsewhere in this prospectus andthe documents incorporated by reference into this prospectus.
We believe it is important to communicate our expectations to our investors. There may be events in thefuture, however, that we are unable to predict accurately or over which we have no control. The risk factors listed onthe previous pages, as well as any cautionary language in this prospectus, provide examples of risks, uncertaintiesand events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the eventsdescribed in the previous risk factors and elsewhere in this prospectus could negatively affect our business,operating results, financial condition and stock price.
All forward-looking statements speak only as of the date of this prospectus. We do not intend to publiclyupdate or revise any forward-looking statements as a result of new information, future events or otherwise, except asrequired by law. These cautionary statements qualify all forward-looking statements attributable to us or personsacting on our behalf.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the Selling Shareholders. All net proceeds fromthe sale of the common stock covered by this prospectus will go to the Selling Shareholders. See “SellingShareholders” and “Plan of Distribution” described below.
SELLING SHAREHOLDERS
The 457,373 shares of common stock covered by this prospectus were acquired or will be acquired by theSelling Shareholders as a result of the privately negotiated transactions described below. The Selling Shareholders,which as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of ourcommon stock, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of commonstock or interests in shares of common stock on any stock exchange, market or trading facility on which the sharesare traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the timeof sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or atnegotiated prices. The Selling Shareholders are not required to sell any shares in this offering, and there is noassurance that the Selling Shareholders will sell any or all of the shares offered in this offering. See “Plan of
Distribution” beginning on page 14 of this prospectus.
218,384 shares of our common stock that may be sold from time to time pursuant to this prospectus arebeing offered by Laurus Master Fund, Ltd. (“Laurus”). On December 7, 2005, we entered into a loan transactionwith Laurus pursuant to which Laurus extended $20 million in financing to us in the form of a $5.0 million securedterm loan and a $15.0 million secured revolving credit facility. The term loan has a stated term of five (5) years andwill accrue interest at Prime plus 2%, subject to a minimum interest rate of 8%. The term loan is payable in equal
11
monthly principal installments of approximately $89,300 plus interest until the maturity date on December 6, 2010.The revolving credit facility has a stated term of three (3) years, with two one-year options, and will accrue interestat the 90 day LIBOR rate plus 5%, subject to a minimum interest rate of 7%, and a maturity date of December 6,2008. In connection with the loan agreement, we issued 500,000 shares of our common stock to Laurus for cashequal to 500,000 multiplied by $0.001. The 500,000 shares issued to Laurus were valued at approximately $2.4million at the time of issuance. We also granted Laurus a first priority security interest in substantially all of ourpresent and future tangible and intangible assets (including all intellectual property) to secure our obligations un derthe loan agreement.
The loan agreement with Laurus contains various customary representation and warranties by us, as well ascustomary affirmative and negative covenants, including, without limitation, limitations on property liens,maintaining specific forms of accounting and record maintenance, and limiting the incurrence of additional debt.The loan agreement does not contain restrictive covenants regarding minimum earning requirements, historicalearning levels, fixed charge coverage, or working capital requirements. The loan agreement also contains certaincustomary events of default, including, among others, non-payment of principal and interest, violation of covenants,and in the event we are involved in certain insolvency proceedings. Upon the occurrence of an event of d efault,Laurus is entitled to, among other things, accelerate all of our obligations under the loans. In the event Laurusaccelerates the loans, the amount due will include all accrued interest plus 120% of the then outstanding principalamount of the loans being accelerated as well as all unpaid fees and expenses of Laurus. In addition, if the revolvingcredit facility is terminated for any reason, whether because of a prepayment or acceleration, we are required to payan additional premium of up to 5% of the total amount of the revolving credit facility. In the event we elect toprepay the term loan, the amount due shall be the accrued interest plus 115% of the then outstanding principalamount of the term loan.
The remaining shares of Common Stock covered by this prospectus may be offered by the founders ofMedUnite, Inc: Aetna, Anthem, CIGNA, Health Net, Oxford Health Plans, PacifiCare Health Systems, WellpointHealth Network, and NDCHealth Corporation (“NDC”) upon the conversion of certain 4% convertible promissorynotes issued by us on December 31, 2002, in connection with our acquisition of all of the outstanding stock ofMedUnite in December 2002. On December 31, 2002, we acquired all of the outstanding stock of MedUnite, Inc. for$10 million in cash and the issuance of an aggregate of $13.4 million principal amount of 4% convertiblepromissory notes. Of the original $13.4 million in principal amount, $4.0 million was held in escrow untilDecember 31, 2003 as a source for limited indemnification conditions of the acquisition. In the fourth quarter of2003, the escrow agent accepted a claim of $0.4 million from ProxyMed. This claim was settled with the Companyvia a cash payment of $0.1 million (paid out of undistributed interest received) and an offset against the escrow of$0.3 million. As such, the Company recorded an adjustment to goodwill. The escrow was released on December 31,2003 and convertible notes totaling $3.7 million were distributed to the former shareholders of MedUnite. The totalamount of convertible notes as of December 31, 2005 was $13.1 million.
For the years ended December 31, 2006, 2005 and 2004, approximately 6%, 6% and 8%, respectively, ofconsolidated revenues and 7%, 10% and 10%, respectively, of transaction services revenue were from Per-SeTechnologies (“Per-Se”). Per-Se acquired NDCHealth Corporation (“NDC”) during 2006, NDC was one of thefounders of MedUnite, Inc. and is a Selling Shareholder. McKesson acquired Per-Se during January, 2007.
The 4% convertible promissory notes are uncollateralized and mature on December 31, 2008. Interest ispayable quarterly in cash in arrears. The notes were originally convertible into up to an aggregate of 731,322 sharesof the Company’s common stock (based on a conversion price of $18.323 per share which was above the traded fairmarket value of the Company’s common stock at December 31, 2002). Principal amount under the notes becameconvertible into our common stock if the former shareholders of MedUnite achieved certain aggregate incrementalrevenue based targets over a baseline revenue of $16.1 million with the Company over a three and one-half yearperiod as follows: (i) one-third of the principal if incremental revenues during the measurement pe riod fromJanuary 1, 2003 through June 30, 2004, in excess of $5.0 million; (ii) one-third of the principal if incrementalrevenues during the measurement period from July 1, 2004 through June 30, 2005, in excess of $12.5 million; and(iii) one-third of the principal if incremental revenues during the measurement period from July 1, 2005 throughJune 30, 2006 were in excess of $21.0 million. Amounts in excess of any measurement period would be creditedtowards the next measurement period; however, if the revenue trigger was not met for any period, the ability toconvert that portion of the principal was lost. In the first quarter of 2004, the first revenue target was met. No other
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revenue targets have been met through December 31, 2006. As a result, only one-third of the principal amountbecame convertible into our common stock. Therefore, a portion of the notes are now convertible into an aggregateof 238,989 shares of our common stock.
During 2003, we were successful in entering into financing agreements with certain major vendors ofMedUnite as a means to settle $5.4 million in liabilities that existed at December 31, 2002. In March 2003, werestructured $3.4 million in accounts payable and accrued expenses acquired from MedUnite and outstanding atDecember 31, 2002 to one vendor by paying $0.8 million in cash and financing the balance of $2.6 million with anunsecured note payable over 36 months at 8% commencing March 2003. Additionally, in April 2003, we financed anet total of $2.0 million ($2.8 million in accounts payable and accrued expenses offset by $0.8 million in accountsreceivable) existing at December 31, 2002 from MedUnite to NDCHealth, one of the founders of MedUnite and aSelling Shareholder, by issuing an unsecured note payable over 24 months at 6%.
We accrued $0.4 million as a settlement of disputed enrollment fees and rebate amounts to NDCHealthrelating to periods before December 31, 2004. We had accrued this amount as an increase of cost of services in theTransactions Services Segment for the year ended December 31, 2004.
The following table sets forth the name of the Selling Shareholders, the number and percentage of shares ofour common stock beneficially owned by the Selling Shareholders as of April 16, 2007, the number of sharesbeing offered in this offering, and the number and percentage of shares of our common stock that will be owned bythe Selling Shareholders if all shares were to be sold in this offering.
| | | | Shares Beneficially Owned | | | | Shares Beneficially Owned |
| | | | Prior to Offering | | | | After Offering |
| | | |
| | | |
|
| | | | Common Stock | | Shares Being Offered (1) | | Common Stock |
| | | |
| | |
|
Name of Beneficial Owner | | Shares | | % | | | Shares | | % |
| |
| |
| |
| |
| |
|
Selling Shareholders: | | | | | | | | | | | |
Laurus Master Fund, Ltd (2) | | 218,384 | | 1.6 | % | | 218,384 | | 0 | | — |
Aetna, Inc. | | 28,862 | | 0.2 | % | | 28,862 | | 0 | | — |
Anthem Insurance Companies, Inc. | | 28,814 | | 0.2 | % | | 28,814 | | 0 | | — |
CIGNA Health Corporation | | 28,849 | | 0.2 | % | | 28,849 | | 0 | | — |
Health Net, Inc. | | 28,829 | | 0.2 | % | | 28,829 | | 0 | | — |
NDCHealth Corporation | | 42,815 | | 0.3 | % | | 42,815 | | 0 | | — |
Oxford Health Plans, Inc. | | 26,070 | | 0.2 | % | | 26,070 | | 0 | | — |
PacifiCare Health Systems, Inc. | | 25,928 | | 0.2 | % | | 25,928 | | 0 | | — |
Wellpoint Health Network, Inc. | | 28,822 | | 0.2 | % | | 28,822 | | 0 | | — |
| | | | | | | | | | | |
|
(1) | | For MedUnite founders, includes shares issuable upon conversion of the 4% convertible promissory notes. | | |
|
(2) | | Eugene Grin and David Grin have sole voting and sole dispositive powers with respect to the shares to be offered by Laurus. | | |
| | | | | | | | | | | |
The preceding table represents the holdings by the Selling Shareholders based upon our best knowledgeand assumes that all Selling Shareholders eligible to convert their notes payable to shares will do so prior totermination of this Offering. The Selling Shareholders identified above may have sold, transferred or otherwisedisposed of in transactions exempt from the requirements of the Securities Act, all or a portion of their shares of ourcommon stock since the date as of which the information in the preceding tables is presented. Informationconcerning the Selling Shareholders may change from time to time, which changed information will be set forth insupplements to this prospectus if and when necessary. To the best of our knowledge, the Sel ling Shareholders thatare the beneficial owners of any of these shares are not broker-dealers or affiliates of a broker-dealer (a broker-dealer may be a record holder). Except for the transactions described in this “Selling Shareholder” section, noSelling Shareholder has had a material relationship with us or any of our affiliates within the past three years, norhas any beneficial owner of a Selling Shareholder held any position or office with us during such time.
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PLAN OF DISTRIBUTION
The Selling Shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of our common stock received after the date of this prospectus from a Selling Shareholderas a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise disposeof any or all of their shares of common stock or interests in shares of common stock on any stock exchange, marketor trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices,at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying pricesdetermined at the time of sale, or at negotiated prices. The Selling Shareholders are not required to sell any shares inthis offering, and there is no assurance the Selling Shareholders will sell any or all of the shares offered in thisoffering.
The Selling Shareholders may use any one or more of the following methods when disposing of shares orinterests therein:
- on the Nasdaq Global Market (or any other exchange on which the shares may be listed);
- ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
- block trades in which the broker-dealer will attempt to sell the shares as agent, but may positionand resell a portion of the block as principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
- an exchange distribution in accordance with the rules of the applicable exchange;
- privately negotiated transactions;
- short sales;
- through the writing or settlement of options or other hedging transactions, whether through anoptions exchange or otherwise;
- broker-dealers may agree with the Selling Shareholders to sell a specified number of such sharesat a stipulated price per share;
- a combination of any such methods of sale; and
- any other method permitted pursuant to applicable law.
The Selling Shareholders may, from time to time, pledge or grant a security interest in some or all of theshares of common stock owned by them and, if they default in the performance of their secured obligations, thepledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus,or under an amendment to this prospectus under Rule 424(b) or under any applicable provision of the Securities Actamending the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as SellingShareholders under this prospectus. The Selling Shareholders also may transfer the shares of our common stock inother circumstances, in which case the transferees, pledgees or other suc cessors in interest will be the sellingbeneficial owners for purposes of this prospectus. To the extent required, this prospectus may be amended orsupplemented from time to time to describe a specific plan of distribution.
In connection with the sale of our common stock or interests therein, the Selling Shareholders may enterinto hedging transactions with broker-dealers or other financial institutions, which may, in turn, engage in short salesof the common stock in the course of hedging the positions they assume. The Selling Shareholders may also sellshares of our common stock short and deliver these securities to close out their short positions, or loan or pledge thecommon stock to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter intooption or other transactions with broker-dealers or other financial institutions or the creation of one or morederivative securities which require the delivery to such broker-dealer or other finan cial institution of shares offeredby this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to thisprospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Shareholders from the sale of our common stock offered by themwill be the purchase price of our common stock less discounts or commissions, if any. Each of the Selling
14
Shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or inpart, any proposed purchase of our common stock to be made directly or through agents. We will not receive any ofthe proceeds.
The Selling Shareholders also may resell all or a portion of the shares in open market transactions inreliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to therequirements of that rule.
The Selling Shareholders and any underwriters, broker-dealers or agents that participate in the sale of thecommon stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act.Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwritingdiscounts and commissions under the Securities Act. Selling Shareholders who are “underwriters” within themeaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of theSecurities Act. The Selling Shareholders may indemnify any broker-dealer that participates in transactions involvingthe sale of the shares against certain liabilities, including liabilities arising und er the Securities Act.
We have borne and will bear substantially all of the costs, expenses and fees in connection with theregistration of the shares, other than any commissions, discounts or other fees payable to broker-dealers inconnection with any sale of shares, which will be borne by the Selling Shareholder selling such shares of ourcommon stock. We have agreed to indemnify the Selling Shareholders against certain liabilities, including liabilitiesunder the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
In order to comply with the securities laws of some states, if applicable, the common stock may be sold inthese jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the commonstock may not be sold unless it has been registered or qualified for sale or unless an exemption from registration orqualification requirements is available and is complied with.
The Selling Shareholders may be subject to the anti-manipulation rules of Regulation M, which may limitthe timing of purchases and sales of shares of our common stock by such Selling Shareholders.
We will make copies of this prospectus (as it may be supplemented or amended from time to time)available to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of theSecurities Act.
We have agreed with the Selling Shareholders to keep the registration statement, of which this prospectusconstitutes a part, continuously effective under the Securities Act until the earlier of (1) the date on which all sharescovered by this prospectus may be sold immediately without registration under the Securities Act and withoutvolume restrictions pursuant to Rule 144(k), and (2) such time as all of such Selling Shareholder’s shares covered bythis prospectus have been sold.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon for us by Foley & LardnerLLP, San Diego, California.
EXPERTS
The consolidated financial statements, the related consolidated financial statement schedule, andmanagement’s report on the effectiveness of internal control over financial reporting incorporated in this registrationstatement by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2006have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in theirreports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on theconsolidated financial statements and consolidated financial statement schedule and include explanatory paragraphsregarding the Company’s adoption of Statement of Financial Accounting Standa rd No. 123 (revised 2004), “Share-
15
Based Payment” on January 1, 2006 and the Company’s ability to continue as a going concern and (2) express anunqualified opinion on management’s assessment regarding the effectiveness of internal control over financialreporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting,and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts inaccounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 with respect to the shares of commonstock to be sold in this offering. This prospectus does not contain all the information included in the registrationstatement. For further information about us and the shares of our common stock to be sold in this offering, pleaserefer to this registration statement.
You may read and copy any contract, agreement or other document referred to in this prospectus and anyportion of our registration statement or any other information from our filings at the SEC’s public reference room at100 F. Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of aduplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information about thepublic reference rooms. Our filings with the SEC, including our registration statement, are also available to you onthe SEC’s Web site, http://www.sec.gov.
We are subject to the information and reporting requirements of the Exchange Act, and intend to file andfurnish to our shareholders annual reports containing consolidated financial statements audited by our independentregistered public accounting firm, make available to our shareholders quarterly reports containing unauditedfinancial data for the first three quarters of each fiscal year, proxy statements and other information with the SEC.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have previously been filed by us with the SEC under the Exchange Act(File No. 000-22052), are incorporated herein by reference:
- Our annual report on Form 10-K for the fiscal year ended December 31, 2006, filed on March 15, 2007;
- Our current reports on Form 8-K filed on February 14, 2007 and March 15, 2007 (excluding any informationfurnished pursuant to Item 2.02 or Item 7.01 of any such current report on Form 8-K); and
- The description of our common stock contained in our Registration Statement on Form 8-A declared effectiveon August 5, 1993, including any other amendment or report filed for the purpose of updating such information.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excludingany information furnished pursuant to Item 2.02 or Item 7.01 on any current report on Form 8-K) after the date ofthis registration statement and prior to the effectiveness of the registration statement and after the date of thisprospectus and prior to the termination of this offering shall be deemed to be incorporated in this prospectus byreference and to be a part hereof from the date of filing of such documents. Any statement contained herein, or in adocument incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified orsuperseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequentlyfiled document that also is or is deemed to be incorporated by reference herein, modifies or supersedes suchstatement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,to constitute a part of this prospectus.
This prospectus incorporates documents by reference that are not delivered herewith. Copies of thesedocuments, other than the exhibits thereto (unless such exhibits are specifically incorporated by reference in suchdocuments), are available upon written or oral request, at no charge, from us. Requests for such copies should bedirected to MedAvant Healthcare Solutions, 1854 Shackleford Court, Suite 200, Norcross, Georgia 30093,Attention: Corporate Secretary, telephone number: (770) 806-9918.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than the underwriting discounts, payable by usin connection with this offering.
| | | | | Amount | |
| | | | | to be | |
| | | | | Paid | |
|
| | SEC registration fee | | $ | 506 | |
| | Legal fees and expenses | | $ | 88,225 | |
| | Accounting fees and expenses | | $ | 167,692 | |
| | Nasdaq Stock Market Listing Fee | | $ | 4,996 | |
| | Miscellaneous | | $ | 0 | * |
| | | | |
| |
|
| | Total | | $ | 261,419 | * |
| |
| | |
| |
|
| | * Estimates. | | | | |
All filing fees payable in connection with the registration of these securities were previously paid inconnection with the filing of the S-1.
Item 15. Indemnification of Directors and Officers
The following summary is qualified in its entirety by reference to the complete copy of the FloridaBusiness Corporation Act, our articles of incorporation, as amended, and our Bylaws, as amended and agreementsreferred to below.
Section 607.0850 of the Florida Business Corporation Act empowers a Florida corporation to indemnifyany person who was or is a party to any proceeding (other than an action by or in the right of such corporation) byreason of the fact that such person is or was a director, officer, employee, or agent of such corporation, or is or wasserving at the request of such corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding,including any appeal thereof, if such person acted in good faith and in a manner such person reasonably believed tobe in or not opposed to the best interests of the corporation, and, with respect to any cr iminal action or proceeding,such person had no reasonable cause to believe his conduct was unlawful. A Florida corporation may indemnifysuch person against expenses including amounts paid in settlement (not exceeding, in the judgment of the board ofdirectors, the estimated expense of litigating the proceeding to conclusion) actually and reasonably incurred by suchperson in connection with actions brought by or in the right of the corporation to procure a judgment in its favorunder the same conditions set forth above, if such person acted in good faith and in a manner such person believedto be in, or not opposed to, the best interests of the corporation, except that no indemnification is permitted inrespect of any claim, issue or matter as to which such person shall have been adjudged to b e liable to the corporationunless and to the extent the court in which such action or suit was brought or other court of competent jurisdictionshall determine upon application that, in view of all the circumstances of the case, such person is fairly andreasonably entitled to indemnity for such expenses as the court shall deem proper.
To the extent such person has been successful on the merits or otherwise in defense of any action referredto above, or in defense of any claim, issue or matter therein, the corporation must indemnify such person againstexpenses, including counsel (including those for appeal) fees, actually and reasonably incurred by such person inconnection therewith. The indemnification and advancement of expenses provided for in, or granted pursuant to,Section 607.0850 is not exclusive of any other rights to which those seeking indemnification or advancement ofexpenses may be entitled under a company’s articles of incorporation or by-laws, agreement, vote of shareholders ordisinterested directors, or otherwise. Section 607.0850 also provides that a corporation may maintain insuranceagainst liabilities for which indemnification is not expressly provided by the statute.
Article VII of our articles of incorporation, as amended and Article VII of our bylaws, as amended, providefor indemnification of our directors, officers, employees and agents (including the advancement of expenses) to thefullest extent permitted by Florida law. In addition, we have contractually agreed to indemnify our directors andofficers to the fullest extent permitted under Florida law.
Our employment agreements with our principal executive officers limit their personal liability for monetarydamages for breach of their fiduciary duties as officers and directors, except for liability that cannot be eliminatedunder the Florida Business Corporation Act.
Item 27. Exhibits
Exhibit | | | |
No. | | Description | |
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2.1* | | Agreement and Plan of Merger, dated as of December 5, 2003, by and among the Registrant, Planet Acquisition Corp. andPlanVista Corporation (incorporated by reference to Annex A of the Registration Statement on Form S-4, File No. 333-111024, filed on December 9, 2003). |
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2.2 * | | Agreement and Plan of Merger and Reorganization dated December 31, 2002 between ProxyMed, Inc., Davie AcquisitionCorp., and MedUnite Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052, filed on January 9, 2003). |
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2.3* | | Asset Purchase Agreement dated July 30, 2002 between ProxyMed, Inc. and MDIP, Inc. (incorporated by reference toExhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052, filed on August 1, 2002). | |
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2.4* | | Stock Purchase Agreement dated May 6, 2002 between ProxyMed, Inc. and KenCom Communications & Services, Inc.(incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052, filed on May 7, 2002). | |
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2.5* | | Stock and Warrant Purchase Agreement between ProxyMed and General Atlantic Partners 74, L.P., GAP CoinvestmentPartners II, L.P., GAPCO GmbH & Co., KG and GapStar, LLC (incorporated by reference to Exhibit 10.1 of our CurrentReport on Form 8-K, File No. 000-22052, filed on March 29, 2002). | |
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2.6* | | Asset Purchase Agreement dated June 28, 2004 between ProxyMed, Inc., and Key Communications Services, Inc., andKey Electronics, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052,filed on July 2, 2004). | |
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4.1* | | Common Stock Purchase Warrants issued to First Data Corporation (incorporated by reference to Exhibit 10.1 of ourCurrent Report on Form 8-K, File No. 000-22052, filed on July 8, 2003). | |
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4.2* | | Form of 4% Convertible Promissory Notes dated December 31, 2002 issued in connection with the Agreement and Plan ofMerger and Reorganization dated December 31, 2002 between ProxyMed, Inc., Davie Acquisition Corp., and MedUnite,Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, File No. 000-22052, filed on January 9,2003). |
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4.3* | | Form of Common Stock Purchase Warrants issued to General Atlantic Partners 74, L.P., GAP Coinvestment Partners II,L.P., GAPCO GmbH & Co., KG and GapStar, LLC (incorporated by reference to Exhibit 10.2 of our Current Report onForm 8-K, File No. 000-22052, filed on March 29, 2002). | |
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4.4* | | Form of Exchanged Warrant to Purchase Common Stock of the Registrant dated May 4, 2000, issued to certain investors(incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, File No. 000-22052, filed on May 8, 2000). | |
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4.5* | | Form of New Warrant to Purchase Common Stock of the Registrant dated May 4, 2000, issued to certain investors(incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, File No. 000-22052, filed on May 8, 2000). | |
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4.6* | | Form of Warrant to Purchase Common Stock of the Registrant dated December 23, 1999, issued to certain investors (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, File No. 000-22052, filed on December 28, 1999). |
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4.7* | | Form of 7% Promissory Note dated October 10, 2006 issued in connection with the Purchase Agreement dated October 5,2006 by and among ProxyMed, Inc., on the one hand, and Medical Resource, LLC, a Delaware limited liability company(“MRL”), all of the members of MRL (the “MRL Members”), National Provider Network, Inc., a Delaware corporation(“NPN”), the sole stockholder of NPN, Residential Health Care, Inc., a New Jersey corporation (“RHC”) and all of theshareholders of RHC, on the other hand (incorporated by reference to Exhibit 4.7 of our Quarterly Report on Form 10-Q,File No. 000-22052, for the quarter ended September 30, 2006, filed o n November 9, 2006). | |
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5.1 | | Opinion of Foley & Lardner LLP. | |
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23.1 | | Consent of Deloitte & Touche LLP. | |
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* | | Incorporated by reference to the filing indicated | |
Item 28. Undertakings
(a) The undersigned registrant hereby undertakes: |
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(1) | | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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| | | (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933. |
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| | | (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and anydeviation from the low or high end of the estimated maximum offering range may be reflected inthe form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, thechanges in volume and pr ice represent no more than a 20 percent change in the maximumaggregate offering price set forth in the “Calculation of Registration Fee” table in the effectiveregistration statement. |
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| | | (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in theregistration statement. |
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| | | Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs iscontained in reports filed with or furnished to the Commission by the registrant pursuant to section13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference inthe registration statement. |
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(2) | | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) | | To remove from registration by means of a post-effective amendment any of the securities beingregistered which remain unsold at the termination of the offering. |
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(4) | | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
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| | | (i) If the registrant is relying on Rule 430B: |
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| | | | (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall bedeemed to be part of the registration statement as of the date the filed prospectus was deemed partof and included in the registration statement; and |
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| | | | (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)as part of a registration statement in reliance on Rule 430B relating to an offering made pursuantto Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registrationstatement as of the earlier of the date such form of prospectus is first used after effectiveness or thedate of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and theoffering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | | | Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,as to a purchaser with a time of contract of sale prior to such effective date, supersede or modifyany statement that was made in the registration statement or prospectus that was part of theregistration statement or made in any such document immediately prior to such effective date; or |
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| | (ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part ofthe registration statement or made in a document incorporated or deemed incorporated byreference into the registration statement or prospectus that is part of the registration statement will,as to a purchaser with a time of contract of sale prior to such first use, supersede or modify anystatement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant toSection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of suchsecurities at that time shall be deemed to be the initial bona fide offering thereof. |
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(c) Insofar as indemnification by the registrant for liabilities arising under the Securities Act of 1933 may bepermitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, orotherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against publicpolicy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification againstsuch liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, orcontrolling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by suchdirector, officer or controlling person in connection with the se curities being registered, the registrant will, unless inthe opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriatejurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and willbe governed by the final adjudication of such issue. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonablegrounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this registrationstatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State ofGeorgia, on this 16th day of April, 2007.
ProxyMed, Inc. |
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By: | | /s/ John G. Lettko |
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Name: | | John G. Lettko |
Title: | | Chief Executive Officer |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed bythe following persons in the capacities and on the dates indicated. Each person whose signature appears belowconstitutes and appoints John G. Lettko and Gerard M. Hayden, Jr., and each of them individually, as his or her trueand lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his orher name, place and stead, in any and all capacities, to sign any and all amendments (including post-effectiveamendments) to this registration statement, and any additional registration statement to be filed pursuant to Rule462(b) under the Securities Act of 1933, and to file the same, with all exh ibits thereto, and other documents inconnection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full powerand authority to do and perform each and every act and thing requisite and necessary to be done in connectiontherewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying andconfirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes,may lawfully do or cause to be done by virtue hereof.
Signature | | Title(s) | | Date |
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/s/ John G. Lettko | | Chief Executive Officer, President and Director | | April 16, 2007 |
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John G. Lettko | | (principal executive officer) | | |
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/s/ Gerard M. Hayden, Jr. | | Chief Financial Officer, Executive Vice President, | | April 16, 2007 |
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Gerard M. Hayden, Jr. | | Finance and Treasurer | | |
| | (principal financial and accounting officer) | | |
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/s/ James Hudak | | Chairman and Director | | April 16, 2007 |
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James B. Hudak | | | | |
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/s/ Eugene R. Terry | | Director | | April 16, 2007 |
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Eugene R. Terry | | | | |
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/s/ Edwin M. Cooperman | | Director | | April 16, 2007 |
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Edwin M. Cooperman | | | | |
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/s/ Samuel R. Schwartz | | Director | | April 16, 2007 |
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Samuel R. Schwartz | | | | |
Index to Exhibits
Exhibit | | |
No. | | Description |
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2.1* | | Agreement and Plan of Merger, dated as of December 5, 2003, by and among the Registrant, Planet Acquisition Corp. and PlanVista Corporation (incorporated by reference to Annex A of the Registration Statement on Form S-4, File No. 333-111024, filed on December 9, 2003). |
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2.2* | | Agreement and Plan of Merger and Reorganization dated December 31, 2002 between ProxyMed, Inc., Davie Acquisition Corp., and MedUnite Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052, filed on January 9, 2003). |
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2.3* | | Asset Purchase Agreement dated July 30, 2002 between ProxyMed, Inc. and MDIP, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052, filed on August 1, 2002). |
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2.4* | | Stock Purchase Agreement dated May 6, 2002 between ProxyMed, Inc. and KenCom Communications & Services, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052, filed on May 7, 2002). |
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2.5* | | Stock and Warrant Purchase Agreement between ProxyMed and General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co., KG and GapStar, LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, File No. 000-22052, filed on March 29, 2002). |
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2.6* | | Asset Purchase Agreement dated June 28, 2004 between ProxyMed, Inc., and Key Communications Services, Inc., and Key Electronics, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, File No. 000-22052, filed on July 2, 2004). |
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4.1* | | Common Stock Purchase Warrants issued to First Data Corporation (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, File No. 000-22052, filed on July 8, 2003). |
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4.2* | | Form of 4% Convertible Promissory Notes dated December 31, 2002 issued in connection with the Agreement and Plan of Merger and Reorganization dated December 31, 2002 between ProxyMed, Inc., Davie Acquisition Corp., and MedUnite, Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, File No. 000-22052, filed on January 9, 2003). |
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4.3* | | Form of Common Stock Purchase Warrants issued to General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co., KG and GapStar, LLC (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, File No. 000-22052, filed on March 29, 2002). |
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4.4* | | Form of Exchanged Warrant to Purchase Common Stock of the Registrant dated May 4, 2000, issued to certain investors (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, File No. 000-22052, filed on May 8, 2000). |
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4.5* | | Form of New Warrant to Purchase Common Stock of the Registrant dated May 4, 2000, issued to certain investors (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, File No. 000-22052, filed on May 8, 2000). |
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4.6* | | Form of Warrant to Purchase Common Stock of the Registrant dated December 23, 1999, issued to certain investors (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, File No. 000-22052, filed on December 28, 1999). |
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4.7* | | Form of 7% Promissory Note dated October 10, 2006 issued in connection with the Purchase Agreement dated October 5, 2006 by and among ProxyMed, Inc., on the one hand, and Medical Resource, LLC, a Delaware limited liability company(“MRL”), all of the members of MRL (the “MRL Members”), National Provider Network, Inc., a Delaware corporation(“NPN”), the sole stockholder of NPN, Residential Health Care, Inc., a New Jersey corporation (“RHC”) and all of theshareholders of RHC, on the other hand (incorporated by reference to Exhibit 4.7 of our Quarterly Report on Form 10-Q,File No. 000-22052, for the quarter ended September 30, 2006, filed on November 9, 2006). |
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5.1 | | Opinion of Foley & Lardner LLP. |
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23.1 | | Consent of Deloitte & Touche LLP. |
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* | | Incorporated by reference to the filing indicated |