UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Rule 14a-12
HEALTHAXIS INC.
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(Name of Registrant as Specified In Its Charter)
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Filer: Healthaxis Inc.
Filed pursuant to Rule 14a-12 under the Securities Exchange act of 1934
Subject Company: Healthaxis Inc.
Commission Exchange Act File Number: 013591
The following is the text of a press release issued by Healthaxis Inc. on July
2, 2003:
(HEALTHAXIS LOGO)
FOR IMMEDIATE RELEASE Investor Contact
Matt Kreps
Halliburton Investor Relations
972-458-8000
(mkreps@halliburtonir.com)
HEALTHAXIS INC. SEEKS AUTHORITY TO EFFECT REVERSE STOCK SPLIT
PRELIMINARY PROXY STATEMENT FILED WITH SEC
POTENTIAL 1:5 TO 1:15 REVERSE SPLIT
IRVING, Texas (July 2, 2003) - Healthaxis (NASDAQ: HAXS) today announced that it
has filed a preliminary proxy statement with the Securities and Exchange
Commission. Subject to receiving any comments from the SEC, on or about July 17,
2003, the company intends to mail a definitive proxy statement to its
shareholders. The proxy will seek approval of an amendment to the company's
articles of incorporation, which will permit the Board of Directors to effect a
reverse stock split of the company's common stock at a ratio of not less than 1
for 5, and not more than 1 for 15. It is expected that the special shareholders
meeting will be held August 19, 2003. The record date for shareholders entitled
to vote at the meeting has been set at July 1, 2003.
The purpose of the proposed reverse split is to enable the company to maintain
its listing on the NASDAQ SmallCap Market, and to enhance the acceptability and
marketability, and hence the potential liquidity, of its common stock to the
financial community and the investing public. One of the key requirements for
continued listing on the NASDAQ SmallCap Market is that the common stock must
maintain a minimum bid price equal to, or greater than, $1.00 per share.
Although the company believes it is in compliance with all other NASDAQ SmallCap
Market listing requirements, the company's stock has not met the minimum bid
price for an extended period.
In commenting on the filing, Chairman, President and CEO, James McLane stated:
"The company continues to reposition itself to becoming a leading provider of
outsourced business process services for our target markets. This proposal seeks
authority for a reverse split, which we believe will give the company greater
flexibility for future strategic initiatives and will provide a more appropriate
measure of the company's sales and earnings per share by bringing our share
count in line with the company's current size. We believe that this event
furthers these objectives. The board of directors, therefore, considered that it
was in the company's best interest to proactively seek authority to complete a
reverse split."
Investors and shareholders are advised to read the definitive proxy statement
when it becomes available because it will contain important information. When
filed, the definitive proxy statement can be obtained free of charge from the
web site maintained by the SEC at http://www.sec.gov. The definitive proxy
statement can also be obtained when available free of charge upon written
request to Healthaxis Inc., 5215 N. O'Connor Blvd., Suite 800, Irving, Texas
75039, Attention: Corporate Secretary.
ABOUT HEALTHAXIS INC.
Healthaxis (NASDAQ: HAXS) is a business process services and technology company
committed to providing innovative and configurable web-based connectivity and
applications solutions for health benefit distribution, administration and
processing. The company has almost 40 years of operating history and 1,200 years
of combined expertise in healthcare benefit administration providing claims and
administration solutions, outsourced data capture processing services, and
web-enabled solutions exclusively for managed care companies and commercial and
government health benefit administrators. Healthaxis solutions and services
enable clients to reduce their administrative costs, enhance their customer
service, enhance their competitive market position, and improve their
profitability. For information on Healthaxis products and services, call (800)
519-0679 or visit http://www.healthaxis.com. For investor information, call
(972) 443-5115.
Note on Forward-looking Statements: Statements that are not purely historical
facts, including without limitation statements about anticipated or expected
future revenue, performance or events, constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors, which may cause actual results to be materially different
from those contemplated by the forward-looking statements. Such factors include
without limitation the risks and uncertainties identified in our documents filed
with, or furnished to, the Securities and Exchange Commission, including those
identified under the caption "Business-Risk Factors" in our Form 10-K for the
year ended December 31, 2002, as filed with the Commission. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Readers are
cautioned not to place undue reliance on forward-looking statements.
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