UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 1, 2001
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PROXYMED, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-22052 65-0202059
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2555 Davie Road, Suite 110, Ft. Lauderdale, Florida 33317-7424
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 473-1001
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Item 2. Acquisition or Disposition of Assets.
On May 1, 2001, the Company acquired substantially all of the assets
and the business of MDP Corporation ("MDP"), a privately-owned Atlanta-based
electronic claim clearinghouse and patient statement processor based in Atlanta,
Georgia, for $10 million cash. The transaction required that ProxyMed pay $3
million at closing and execute a $7 million promissory note payable in 12
months. Interest on this note is payable monthly at 7% simple interest. The note
is collateralized by the assets of MDP. The acquisition will be accounted for as
a purchase and is expected to result in goodwill of approximately $9 million.
Item 7. Financial Statements and Exhibits.
(a) The required audited statements of financial position, operations and
cash flows of MDP Corporation as of December 31, 2000 and for the year
then ended and the required unaudited statements of financial
position, operations and cash flows of MDP Corporation as of April 30,
2001 and for the four months then ended will be filed within 60 days
as an amendment to this Form 8-K.
(b) The required pro forma financial information required by Item 7(b)
will be filed within 60 days as an amendment to this Form 8-K.
(c) The following exhibits are included herein:
Exhibit 2.1 - Asset Purchase Agreement dated April 23, 2001 between
ProxyMed, Inc. and MDP Corporation.
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SIGNATURES
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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.
Date May 7, 2001 /s/ Judson E. Schmid
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Judson E. Schmid, Executive Vice
President and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement dated April 23,
2001 between ProxyMed, Inc. and MDP
Corporation.
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