SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2001
PROXYMED, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 000-22052 65-0202059
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2555 Davie Road
Suite 110
Ft. Lauderdale, Florida 33317
(Address of principal executive offices)
954-473-1001
(Registrant's telephone number, including area code)
Item 5. Other Events.
Effective April 24, 2001, ProxyMed, Inc. (the "Company") entered into
exchange agreements (the "Exchange Agreements") with the former holders of
$13,000,000 of its $15,000,000 Series B Convertible Preferred Stock (the
"Preferred Stock"). The Company and such holders had previously entered into a
Redemption and Exchange Agreement, dated May 4, 2000 (the "Redemption
Agreement"). Under the terms of the Redemption Agreement, certain warrants to
purchase the Company's common stock, par value $0.001 per share (the "Common
Stock") issued to the holders of the Preferred Stock subject to the Redemption
Agreement were exchanged for new warrants (the "Exchanged Warrants") with an
exercise price of $1.50 per share. In addition, such holders received, in the
aggregate, 650,000 additional warrants (the "New Warrants") at an exercise price
of $1.50 per share. In February 2001, the New Warrants were reset under
anti-dilution provisions contained therein into an aggregate of 3,425,493
warrants with a new exercise price of $1.25883 per share.
Under the Exchange Agreements, the Company cancelled and exchanged all
outstanding Exchanged Warrants and New Warrants for an aggregate of 3,282,423
shares of Common Stock. Additionally, under terms of the Exchange Agreements,
the Company is required to register these shares under Form S-3 within 15 days
after the closing date of the transaction. For this transaction, the Company
expects to record a $1.8 million deemed dividend charge in the quarter ended
June 30, 2001.
In connection with the cancellation and exchange of these warrants, the
holders of the Preferred Stock and the holders of the Series C Convertible
Preferred Stock have agreed to waive certain anti-dilution rights afforded by
certain outstanding warrants, the Preferred Stock and the Series C Convertible
Preferred Stock.
The foregoing summary of certain aspects of the Exchange Agreement, the
Redemption Agreement, the Exchanged Warrants and the New Warrants is not
intended to be complete and is qualified by such documents, which are attached
as exhibits to this Report on Form 8-K, by documents attached as exhibits to the
Company's Report on Form 8-K disclosing the Redemption Agreement and filed with
the Securities and Exchange Commission on May 8, 2000 and by the documentation
entered into in connection with the original issuance of the Preferred Stock on
December 23, 1999, which are attached as exhibits to the Company's Report on
Form 8-K filed with the Securities and Exchange Commission on December 28, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
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4.1 Registration Rights Agreement dated as of April 24,
2001 between ProxyMed, Inc. and Fisher Capital LTD.
and Wingate Capital LTD.
4.2 Registration Rights Agreement dated as of April 24,
2001 between ProxyMed, Inc. and Royal Bank of Canada
and Leonardo, L.P.
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10.27 Exchange Agreement dated as of April 24, 2001 between
ProxyMed, Inc. and Fisher Capital LTD. and Wingate
Capital LTD.
10.28 Exchange Agreement dated as of April 24, 2001 between
ProxyMed, Inc. and Royal Bank of Canada.
10.29 Exchange Agreement dated as of April 24, 2001 between
ProxyMed, Inc. and Leonardo, L.P.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROXYMED, INC.
By: /s/ JUDSON E. SCHMID
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Name: Judson E. Schmid
Title: Executive Vice President and
Chief Financial Officer
Dated: April 26, 2001
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Registration Rights Agreement dated as of April 24,
2001 between ProxyMed, Inc. and Fisher Capital LTD.
and Wingate Capital LTD.
4.2 Registration Rights Agreement dated as of April 24,
2001 between ProxyMed, Inc. and Royal Bank of Canada
and Leonardo, L.P.
10.27 Exchange Agreement dated as of April 24, 2001 between
ProxyMed, Inc. and Fisher Capital LTD. and Wingate
Capital LTD.
10.28 Exchange Agreement dated as of April 24, 2001 between
ProxyMed, Inc. and Royal Bank of Canada.
10.29 Exchange Agreement dated as of April 24, 2001 between
ProxyMed, Inc. and Leonardo, L.P.