SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
----------------------
Filed by the Registrant [X]
Filed by Party other than the Registrant [_]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
PROXYMED, INC
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROXYMED, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6i(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: _________________________________________
(2) Form, schedule or registration statement no.:____________________
(3) Filing party:____________________________________________________
(4) Date filed:______________________________________________________
PROXYMED, INC.
2501 DAVIE ROAD, SUITE 230
FT. LAUDERDALE, FLORIDA 33317
(954) 473-1001
--------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUGUST 7, 1996
---------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
ProxyMed, Inc., a Florida corporation (the "Company"), will be held on
Wednesday, August 7, 1996 at 10 o'clock A.M., Eastern Daylight Time, at the Ft.
Lauderdale Airport Hilton, 1870 Griffin Road, Dania, Florida 33004 for the
following purposes, all of which are set forth more completely in the
accompanying proxy statement:
(1) The election of 9 persons to the Board of Directors to serve
until the next annual meeting of the shareholders or until
election and qualification of their respective successors;
(2) To transact such other business as may properly come before
the meeting.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the
close of business on June 17, 1996 as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting.
A FORM OF PROXY AND THE ANNUAL REPORT OF THE COMPANY FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1995 ARE ENCLOSED. IT IS IMPORTANT THAT PROXIES BE
RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT
THE ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS
Harold S. Blue, Chairman of the
Board and Chief Executive Officer
Ft. Lauderdale, Florida
June 29, 1996
PROXYMED, INC.
2501 DAVIE ROAD, SUITE 230
FT. LAUDERDALE, FLORIDA 33317
(954) 473-1001
----------------------------
PROXY STATEMENT
----------------------------
The enclosed proxy is solicited by the Board of Directors of ProxyMed,
Inc., a Florida corporation (the "Company"), for use at the Annual Meeting of
Shareholders to be held on Wednesday, August 7, 1996 and the approximate date on
which this statement and the enclosed proxy will be sent to shareholders will be
June 29, 1996. The form of proxy provides a space for you to withhold your vote
for any proposal. You are urged to indicate your vote on each matter in the
space provided; if no space is marked, it will be voted by the persons therein
named at the meeting (i) for the election of 9 persons to the Board of Directors
as set forth below; and (ii) in their discretion, upon such other business as
may properly come before the meeting. Whether or not you plan to attend the
meeting, please fill in, sign and return your proxy card to the transfer agent
in the enclosed envelope, which requires no postage if mailed in the United
States.
The cost of Board of Directors' proxy solicitation will be borne by the
Company. In addition to solicitation by mail, directors, officers and employees
of the Company may solicit proxies personally and by telephone and telegraph,
all without extra compensation.
At the record date for the meeting, the close of business on June 17,
1996 the Company had outstanding 5,753,072 shares of $.001 par value common
stock ("Common Stock") and 72,000 shares of $.01 par value Series A Preferred
Stock (the "Series A Preferred Stock") which are convertible into 450,000 shares
of Common Stock. Each share of Common Stock and Series A Preferred Stock
entitles the holder thereof on the record date to one vote and 6.25 votes,
respectively, on each matter submitted to a vote of shareholders. Only
shareholders of record at the close of business on June 17, 1996 are entitled to
notice of and to vote at the Annual Meeting. In the event that there are not
sufficient votes for approval of any of the matters to be voted upon at the
Annual Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies. The quorum necessary to conduct business at the Annual
Meeting consists of a majority of the outstanding shares of Common Stock and the
Series A Preferred Stock. The approval of the proposals covered by this Proxy
Statement will require an affirmative vote of the holders of a majority of the
shares of Common Stock and Series A Preferred Stock voting in person or by proxy
at the Annual Meeting, with the exception of the election of directors, each of
which is elected by a plurality.
All shares of Common Stock and Series A Preferred Stock that are
represented at the Annual Meeting by properly executed proxies received prior to
or at the Annual Meeting and not revoked will be voted at the Annual Meeting in
accordance with the instructions indicated in such proxies. If no instructions
are indicated, such proxies will be voted for approval of each matter voted
upon. Abstentions or broker non-votes are counted as shares present in the
determination of whether shares of Common Stock represented at the meeting
constitute a quorum. Abstentions and broker non-votes are tabulated separately.
Since only a plurality is required for the election of directors, abstentions or
broker non-votes will have no effect on the election of directors (except for
purposes of determining whether a quorum is present at the Annual Meeting). As
to other matters to be acted upon at the Annual Meeting, abstentions are treated
as AGAINST votes, whereas broker non-votes are counted for the purpose of
determining whether the proposal has been approved.
A SHAREHOLDER WHO SUBMITS A PROXY ON THE ACCOMPANYING FORM HAS THE POWER TO
REVOKE IT AT ANY TIME PRIOR TO ITS USE BY DELIVERING A WRITTEN NOTICE TO THE
SECRETARY OF THE COMPANY, BY EXECUTING A LATER-DATED PROXY OR BY ATTENDING THE
MEETING AND VOTING IN PERSON. UNLESS AUTHORITY IS WITHHELD, PROXIES WHICH ARE
PROPERLY EXECUTED WILL BE VOTED FOR THE PURPOSES SET FORTH THEREON.
EXCEPT AS OTHERWISE NOTED, THE INFORMATION IN THIS STATEMENT DOES NOT
REFLECT A 3 FOR 2 STOCK SPLIT TO BE EFFECTIVE ON JULY 9, 1996.
The following table sets forth the shares of the Company's Common Stock
beneficially owned at June 17, 1996, by (i) each person known to management to
be the beneficial owner of more than 5% of the outstanding shares of the
Company's Common Stock, (ii) each director of the Company, (iii) each executive
officer of the Company named under "Executive Remuneration," and (iv) all
executive officers and directors of the Company as a group.
NUMBER OF PERCENT
NAME AND ADDRESS(1) SHARES (2) OF CLASS
- ------------------- ---------- --------
Harold S. Blue(3)......................... 602,200 10.17%
John Paul Guinan(4)....................... 95,000 1.63%
Gary N. Mansfield(5)...................... 88,000 1.52%
Bennett Marks (6)......................... 80,000 1.37%
Harry A. Gampel(7)........................ 166,000 2.87%
Samuel X. Kaplan(8)....................... 15,000 *
Travis J. Leonardi ....................... 115,000 2.00%
Bertram J. Polan(9)....................... 20,000 *
Eugene R. Terry(10)....................... 25,000 *
Kingdon Capital Management Corporation.... 441,600 7.68%
152 West 57th Street
New York, New York 10019
All directors and executive officers
as Group (9 persons) (11)............... 1,206,200 19.39%
(1) The address for each person noted is 2501 Davie Road, Suite 230, Ft.
Lauderdale, Florida 33317-7424.
(2) In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") shares that are not outstanding, but that
are subject to options, warrants, rights or conversion privileges
exercisable within 60 days from June 17, 1996 have been deemed to be
outstanding for the purpose of computing the percentage of outstanding
shares owned by the individual having such right, but have not been
deemed outstanding for the purpose of computing the percentage for any
other person.
(3) Includes 432,200 shares held of record, 120,000 shares issuable upon
currently exercisable stock options and 50,000 shares issuable upon
conversion of Series A Preferred Stock.
(4) Includes 5,000 shares held of record and 90,000 shares issuable upon
currently exercisable stock options.
(5) Includes 33,000 shares held of record and 55,000 shares issuable upon
currently exercisable stock options.
(6) Includes 5,000 shares held of record and 75,000 shares issuable upon
currently exercisable stock options.
(7) Includes 133,500 shares held of record, 20,000 shares issuable upon the
exercise of currently exercisable stock options and warrants, and 12,500
shares issuable upon conversion of Series A Preferred Stock.
(8) Represents shares issuable upon the exercise of currently exercisable
stock options.
(9) Includes 5,000 shares held of record and 15,000 shares issuable upon
currently exercisable stock options.
(10) Includes 10,000 shares held of record and 15,000 shares issuable upon
currently exercisable stock options.
(11) Includes 738,700 shares held of record, 405,000 shares issuable upon
currently exercisable stock options and warrants, and 62,500 shares
issuable upon conversion of Series A Preferred Stock.
2
ELECTION OF DIRECTORS
The Company currently has nine directors, with each director holding
office until the next annual meeting of shareholders and until his successor is
duly elected and qualified or until the earlier death, resignation, removal or
disqualification of the director. Management of the Company has nominated the
nine directors currently serving as directors for election to the Board of
Directors. The Company's officers are elected annually by the directors.
It is intended that proxies will be voted for the following nominees,
unless otherwise directed:
NAME AGE POSITION
Harold S. Blue(1) 35 Chairman of the Board, Chief Executive Officer
and Secretary
John Paul Guinan(1) 35 President, Chief Operating Officer and Director
Gary N. Mansfield(1) 35 Executive Vice President - Business Development
and Director
Bennett Marks(1) 47 Executive Vice President - Finance, Chief
Financial Officer and Director
Harry A. Gampel 76 Director
Samuel X. Kaplan(2)(3) 73 Director
Travis J. Leonardi 32 Director
Bertram J. Polan(2)(3) 44 Director
Eugene R. Terry (2)(3) 57 Vice Chairman of the Board
- -----------------
(1) Member of the Executive Committee, the Chairman of which is Mr. Blue.
(2) Member of the Audit Committee, the Chairman of which is Mr. Polan.
(3) Member of the Compensation Committee, the Chairman of which is Mr. Terry.
The foregoing nominees may be elected by plurality vote. MANAGEMENT
RECOMMENDS A VOTE IN FAVOR OF EACH NOMINEE FOR ELECTION TO THE BOARD.
The following is a brief resume of the Company's directors and
executive officers:
HAROLD S. BLUE has been Chairman of the Board, Chief Executive Officer
and Secretary of the Company since February 1993, and has been a director since
August 1991. He served as interim President and Chief Operating Officer from
March 1995 to June 1995. From August 1991 until February 1993, Mr. Blue served
as Vice President of the Company. From July 1992 until February 1995, Mr. Blue
served as Chairman of the Board and Chief Executive Officer of Health Services
of Miami Lakes, Inc., Health Services of Pembroke Lakes, Inc. and Health
Services of North Miami, Inc., all of which are physician practice management
groups. From June 1979 to February 1992, Mr. Blue was the President and Chief
Executive Officer of Budget Drugs, Inc., a retail discount pharmacy chain
comprised of six stores located in South Florida. From September 1984 to August
1988, Mr. Blue founded and was the Executive Vice President of Best Generics
Incorporated, a generic pharmaceutical distribution company. In August 1988,
Best Generics was sold to Ivax Corporation, a publicly-traded pharmaceutical
manufacturer. Mr. Blue served as a member of the Board of Directors of Ivax for
one year before resigning to return to the retail pharmacy industry, but
continued to serve as a consultant to Ivax pursuant to a consulting agreement
that expired in August 1993.
JOHN PAUL GUINAN has been the President and a director of the Company
since June 1995, Chief Operating Officer since June 1996 and was an Executive
Vice President of the Company from July 1993 until June 1995. From March 1993 to
June 1993, Mr. Guinan was the Chief Executive Officer and co-founder of
ProxyScript, Inc. (f/k/a Medical Containment Systems, Inc.), which the Company
acquired in June 1993. From 1989 until April 1993, Mr. Guinan founded and
developed two companies: The Desktop Professionals, Inc., a company which
supplied automation systems to South Florida professional offices; and POSitive
Thinking, Inc., a software development company which specialized in point of
sale systems.
3
GARY N. MANSFIELD has been a director of the Company since June 1995
and has been an Executive Vice President of the Company since July 1993. From
March 1993 to June 1993, Mr. Mansfield was the Executive Vice President and
co-founder of ProxyScript, Inc. From January 1991 to March 1993, Mr. Mansfield
co-founded and developed POSitive Thinking, Inc. Mr. Mansfield also served on
the Board of Directors of Best Generics Incorporated prior to that company being
sold to Ivax Corporation.
BENNETT MARKS has been Executive Vice President-Finance, Chief
Financial Officer and a director of the Company since October 1993. From May
1991 to October 1993, Mr. Marks was Vice President-Finance and a director of
FiberCorp International, Inc., a public company engaged in the manufacturing and
marketing of network management systems for use by telecommunication companies.
From 1981 to April 1991, Mr. Marks was an audit partner with KPMG Peat Marwick,
an international accounting and consulting firm. While with KPMG Peat Marwick,
Mr. Marks was the partner on audits of numerous public companies and served as
an Associate SEC Reviewing Partner. He also served as the Administrative Partner
in Charge of KPMG Peat Marwick's West Palm Beach office. Mr. Marks is a
certified public accountant.
HARRY A. GAMPEL has been a director of the Company since February 1996.
Mr. Gampel has over 36 years of experience in commercial and residential real
estate development in the Northeastern United States and Florida as Chairman of
Gampel Organization, Hollywood, Florida, and as President of Gampel Realty
Company, Hartford, Connecticut.
SAMUEL X. KAPLAN has been a director of the Company since August 1995.
Since 1987, Mr. Kaplan has been a healthcare management consultant. He has also
been President of U.S. Care, Inc., a California-based company which designs and
administers long-term care insurance programs, since 1987, when he founded that
company. In 1962, he founded U.S. Administrators, Inc., a healthcare management
company, which he served as President and Chairman until 1987.
TRAVIS J. LEONARDI has been a director of the Company since June 1995.
Mr. Leonardi recently founded Special Immunology Health Centers, Inc., of which
he is Chairman and Chief Executive Officer. From September 1995 until June 1996,
Mr. Leonardi was General Manager of ProxyFusion, Inc., the Company's former home
infusion subsidiary, which does business as Progressive Infusion Care
("Progressive"), and which was sold by the Company to NHCA in September 1995.
Mr. Leonardi was President of Progressive from its inception in May 1991 until
September 1995. The Company acquired Progressive in June 1994. From July 1990 to
July 1991, Mr. Leonardi was a home infusion pharmacist with Enteral and
Parenteral Support Services, a private home infusion therapy provider in
Sunrise, Florida. From January 1990 to July 1990, Mr. Leonardi was a consulting
pharmacist with Pharmacy Corporation of America, a provider of long-term care
pharmacy services. From March 1988 to January 1990, Mr. Leonardi was a
pharmacist at South Beach Psychiatric Hospital in Staten Island, New York.
BERTRAM J. POLAN has been a director of the Company since August 1995.
Mr. Polan is the founder and President of Gemini Bio-Products, Inc., a
California-based supplier of biological products used in medical schools,
private medicine research institutes and the bio-technology industry, which he
founded in 1985. From 1973 to 1985, Mr. Polan was employed in various executive
capacities, most recently as vice president of sales and marketing, with North
American Biologicals, Inc., one of the world's largest independent providers of
human plasma products.
EUGENE R. TERRY has been a director of the Company since August 1995.
Mr. Terry is a pharmacist and the founder and Chairman of Bloodline, Inc., a New
Jersey-based company engaged in the blood services business, which he founded in
1980. In 1971, Mr. Terry founded Home Nutritional Support, Inc. ("HNSI"), one of
the first companies established in the home infusion industry. In 1984, HNSI was
sold to Healthdyne, Inc. HNSI was later sold to the W.R. Grace Group. From 1975
to 1984, Mr. Terry was also founder and Chief Executive Officer of Paramedical
Specialties, Inc., a respiratory and durable medical equipment company, which
was also sold to Healthdyne, Inc.
The Company has agreed, if so requested by either the Company's
underwriter of its initial public offering or secondary public offering, to
nominate and use its best efforts to elect a designee of either underwriter as a
director of the Company or, at the underwriters' option, as a non-voting adviser
to the Board of Directors of the Company. No such nominee has been designated by
either underwriter to date.
The Company has taken out "key man" life insurance policies on the
lives of Mr. Blue and Mr. Guinan in the amount of $1,000,000 each.
4
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
MEETINGS - All directors attended more than 75% of the meetings of the
Board for the fiscal year ended December 3l, l995. There were a total of seven
full Board meetings held during such year.
COMPENSATION OF DIRECTORS - Employee directors of the Company are not
compensated for their services as directors. The Company reimburses all
directors for reasonable expenses incurred in attending board meetings. In
addition, non-employee directors receive stock options under the 1995 Outside
Plan upon the directors' initial election or appointment to the Board of
Directors. In 1995 and 1996, Messrs. Gampel, Kaplan, Polan and Terry, upon
joining the Board, were each granted options to purchase 50,000 shares of Common
Stock at an exercise price equal to the market price on the date of grant. These
options were immediately vested with respect to 15,000 shares, with installments
of 15,000 and 20,000 shares vesting one and two years from the date of grant,
respectively. These options expire five years after the dates of grant. See
"Stock Option Plans."
AUDIT COMMITTEE - The Company's Audit Committee consists of three
non-employee directors: Bertram J. Polan (Chair), Samuel X. Kaplan and Eugene R.
Terry. The Audit Committee is responsible for meeting with representatives of
the Company's independent accountants and with representatives of senior
management to review the general scope of the Company's annual audit, matters
relating to internal audit control systems and the fee charged by the
independent accountants. In addition, the Audit Committee is responsible for
reviewing and monitoring the performance of non-audit services by the Company's
independent accountants and for recommending the engagement or discharge of the
Company's independent accountants. The Audit Committee met one time in 1995.
COMPENSATION COMMITTEE - The Company's Compensation Committee consists
of three non-employee directors: Eugene R. Terry (Chair), Bertram J. Polan and
Samuel X. Kaplan. The Compensation Committee is responsible for approving and
reporting to the Board on the annual compensation for all officers, including
salary, stock options and stock. The Committee is also responsible for granting
stock awards, stock options and other awards to be made under the Company's
existing plans. The Compensation Committee met two times in 1995. See "Stock
Options Plans."
EXECUTIVE COMMITTEE - The Company's Executive Committee consists of
four employee directors: Harold S. Blue (Chair), John Paul Guinan, Gary N.
Mansfield and Bennett Marks. Pursuant to the Company's Bylaws, the Executive
Committee has all the powers and authority of the Board of Directors in the
management of the business and affairs of the Company, except those powers that,
by law, cannot be delegated by the Board of Directors. The Executive Committee
met two times during 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company has reviewed the Forms 3 and 4 and amendments thereto
furnished to it pursuant to Rule 16a-3(e) promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the
"Exchange Act") during the Company's fiscal year ended December 31, 1995, and
Form 5 and amendments thereto furnished to the Company with respect to such
year. Based solely on such review, the Company has identified each person who,
at any time during the fiscal year, was a director, officer or beneficial owner
of more than 10% of the Company's Common Stock and failed to file on a timely
basis, as disclosed in the above-described Forms, reports required by the
Exchange Act during the most recent fiscal year or prior fiscal years, as
follows: Harold S. Blue had two late reports of two transactions; John Paul
Guinan had one late report of one transaction; Travis J. Leonardi had one late
report of one transaction; and Eugene R. Terry had one late report of one
transaction. The Company is not aware of any failure to file a required Form, as
all known delinquencies were cured.
EXECUTIVE REMUNERATION
The following tables provide information with respect to compensation of
Harold S. Blue, the Company's Chairman of the Board and Chief Executive Officer,
and Bennett Marks, the Company's Executive Vice President-Finance and Chief
Financial Officer and the only executive officer whose 1995 salary and bonus
exceeded $100,000 for services in all capacities to the Company and its
subsidiaries.
5
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- ------------------------------------
OTHER AWARDS PAYOUTS
ANNUAL ------------------------ --------- ALL
NAME AND COMPEN- RESTRICTED NUMBER OF OTHER
PRINCIPAL SALARY SATION STOCK OPTIONS/ LTIP COMPEN-
POSITION YEAR ($) BONUS ($) AWARD(S) SARS PAYOUTS SATION
- --------- ---- ------ ----- ------ ---------- --------- ------- -------
Harold S. Blue, 1995 60,000 --- --- --- --- --- ---
CHAIRMAN 1994 60,000 --- --- --- --- --- ---
AND CEO(1) 1993 23,385 --- --- --- 20,000(2) --- ---
Bennett Marks, 1995 100,000 --- 15,000(4) --- 10,000(5) --- ---
EXECUTIVE VP AND 1994 90,000 --- 15,000(4) --- --- --- ---
CFO 1993 16,667(3) --- 3,125(4) --- 40,000 --- ---
<FN>
- ---------------------
(1) Reflects compensation received by Mr. Blue in his capacity as Chairman
of the Board and Chief Executive Officer since August 1993.
(2) Mr. Blue received an option for the purchase of 30,000 shares of the
Company's Common Stock in 1993, but in 1995 he surrendered a portion of
this option which represented 10,000 of the 30,000 shares. In March
1996, Mr. Blue was granted a five-year option to purchase 100,000
shares of Common Stock, which is not reflected in the above table.
(3) Reflects compensation received by Mr. Marks in his capacity as
Executive Vice President - Finance and Chief Financial Officer since
October 1993.
(4) Mr. Marks receives a non-accountable expense allowance of $15,000 (net
of taxes) per year.
(5) In April 1996, Mr. Marks was granted a five-year option to purchase
37,500 shares of Common Stock, which is not reflected in the above
table.
</FN>
The following table provides information regarding option grants during
1995 to Harold S. Blue, the Company's Chairman of the Board and Chief Executive
Officer, and Bennett Marks, the Company's Executive Vice President-Finance and
Chief Financial Officer.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
% OF TOTAL
OPTIONS/SARS
NUMBER OF GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE
---- ---------------- --------------- ----------- ---------
Harold S. Blue --- --- --- ---
Bennett Marks 10,000 2 5.88 June 6, 2000
The following table sets forth certain information regarding
unexercised options held by Messrs. Blue and Marks as of and for the year ended
December 31, 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OF SHARES VALUE OPTIONS/SARS AT FY-END (#) AT FY-END ($)
ACQUIRED REALIZED
NAME ON EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------- ----------- ----------- ----------- ------------- ----------- -------------
Harold S. Blue --- --- 20,000 --- --- ---
Bennett Marks --- --- 45,000 5,000 --- ---
6
STOCK OPTION PLANS
The Board of Directors has adopted three stock option plans for its
employees, officers and outside directors: the 1993 Stock Option Plan (the "1993
Plan"); the 1995 Stock Option Plan (the "1995 Plan"); and the 1995 Outside
Director Stock Option Plan (the "1995 Outside Plan", and collectively with the
1993 Plan and the 1995 Plan, the "Plans"). The purpose of the Plans is to
provide certain directors, officers and key employees of the Company with a
greater personal interest in the success of the Company and to enhance the
ability of the Company to attract and maintain the services of qualified
personnel.
The 1993 and 1995 Plans provide for the issuance of up to 400,000
shares and 237,500 shares of Common Stock, respectively, upon exercise of
options designated as either "incentive stock options" or "non-qualified
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). The 1995 Outside Plan provides for the issuance of up
to 200,000 shares upon exercise of "non-qualified options." The Plans are
administered by the Compensation Committee of the Board of Directors, which
determines, among other things, the persons to be granted options under the
Plans, the number of shares subject to each option and the option price.
With respect to the 1993 and 1995 Plans, the exercise price of any
incentive stock option may not be less than the fair market value of the shares
subject to the option on the date of grant; provided, however, that the exercise
price of any incentive stock option granted to an eligible employee who is or
will be the beneficial owner of more than 10% of the outstanding voting power of
the Company may not be less than 110% of the fair market value of the shares
underlying such options on the date of grant. Non-qualified options may not be
granted with exercise prices less than the fair market value of the shares
subject to the option on the date of grant. Incentive stock options may be
granted only to employees and no option granted under the 1993 Plan to an
employee may be exercised unless, at the time of exercise, the grantee is an
employee of the Company or a subsidiary or was an employee within the preceding
three months. In the event of death, options may be exercised during a twelve
month period following such event. The Company may grant an employee options for
any number of shares, except that the value of the shares subject to one or more
incentive stock options first exercisable in any calendar year may not exceed
$100,000 (determined at the date of grant). Options are not transferable, except
upon the death of the optionee. The 1993 Plan has been approved by the Company's
shareholders. The Plans may be amended by the Board of Directors from time to
time; however, the number of shares covered by the 1993 Plan may not be changed,
nor may certain other material amendments to the 1993 Plan be made, without
further shareholder approval.
The term of each option granted under the Plans and the manner in which
it may be exercised is determined by the Compensation Committee, provided that
no option may be exercisable more than 10 years after the date of grant and, in
the case of an incentive stock option granted to an eligible employee who is or
will be the beneficial owner of more than 10% of the outstanding voting power of
the Company, no more than five years after the date of grant. Incentive stock
options under the 1993 and 1995 Plans may be granted during the 10-year period
following the dates of the Plans.
Of the 400,000 shares, 237,500 shares and 200,000 shares of Common
Stock available for issuance under the 1993 Plan, the 1995 Plan and the 1995
Outside Plan, respectively, at June 17, 1996, options had been granted, which
had not expired, with respect to 389,500, 237,500 and 200,000 shares,
respectively. The exercise prices of all of these options, when granted, were
equal to the market value of the shares on the date of grant. Exercise prices
for options granted under the Plans range from $4.75 to $14.50 per share.
EMPLOYMENT CONTRACTS
The Company has entered into employment agreements with Harold S. Blue,
John Paul Guinan, Bennett Marks and Gary N. Mansfield. Under the terms of the
agreements, Messrs. Blue, Guinan, Marks and Mansfield receive annual salaries of
$125,000, $125,000, $100,000 and $100,000, respectively. In addition, the
agreements provide for health insurance benefits and entitle Messrs. Blue,
Guinan, Marks and Mansfield to participate in all Company employee benefit plans
which may be established. The agreements are for three-year terms through March
1999 (Blue and Mansfield), November 1998 (Guinan) and October 1996 (Marks),
subject to certain specified termination provisions. The agreements further
provide that, in the event of a termination or nonrenewal without cause, Messrs.
Blue, Guinan and Mansfield will be entitled to receive their base salaries
thereafter for six months (Blue and Guinan) or three months (Mansfield) and
that, in the event of a termination without cause, Mr. Marks will be entitled to
100% of his base salary for nine months. The agreements also provide for bonuses
established at the
7
discretion of the Board of Directors of the Company to be paid in cash or stock.
In addition, the agreements contain confidentiality and noncompetition
covenants.
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
The Company's employment agreements with Messrs. Blue, Guinan, Marks
and Mansfield have provisions limiting their personal liability for monetary
damages for breach of their fiduciary duties as officers and directors, except
for liability that cannot be eliminated under the Florida Business Corporation
Act. The Florida Business Corporation Act provides that directors of a
corporation will not be personally liable for monetary damages for breach of
their fiduciary duty as directors, except for liability (i) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (ii) for any unlawful payment of a dividend or unlawful stock
repurchase or redemption, as provided in Section 607.0834 of the Florida
Business Corporation Act, (iii) for any transaction from which the director
derived an improper personal benefit, or (iv) for a violation of criminal law.
The Restated Articles of Incorporation and Bylaws of the Company also provide
that the Company shall indemnify its directors and officers to the fullest
extent permitted by Section 607.0831 of the Florida Business Corporation Act,
including circumstances in which indemnification is otherwise discretionary.
The Company has procured and maintains a policy of insurance under
which the directors and officers of the Company are insured, subject to the
limits of the policy, against certain losses arising from claims made against
such directors and officers, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
CERTAIN TRANSACTIONS
Mr. Blue was a principal shareholder in three medical centers which
were customers of the Company's former drug dispensing business in 1995 and
1994. Dr. Steven Fox, a former director of the Company, was a principal
shareholder in two medical centers which were also customers of the Company's
former drug dispensing business in 1995 and 1994. The Company received a total
of approximately 4% and 6% of its revenues in 1995 and 1994, respectively, from
these five medical centers.
In July 1995, Mr. Blue purchased 8,000 shares of the Company's Series A
Preferred Stock at an aggregate price of $200,000 pursuant to the Company's
private placement of such stock.
In June 1994, the Company acquired all of the outstanding common stock
of Progressive Infusion Care, Inc., a company that provides home infusion
therapy services. The Company issued 250,000 shares of its Common Stock for
Progressive Infusion Care, Inc. Of these shares, Travis J. Leonardi who was not
affiliated with the Company at the time of the acquisition, received 125,000
shares and was elected President of the Company's home infusion subsidiary,
ProxyFusion, Inc. The Company sold this home infusion business in September
1995.
The foregoing transactions were made on terms no less favorable to the
Company than those available from unaffiliated parties. Company policy requires
that all material transactions between the Company and its officers, directors
and/or major shareholders (those beneficially owning 5% or more of the Company's
Common Stock) and/or entities affiliated with such persons (i) be on terms no
less favorable to the Company than those that could be obtained from
unaffiliated third parties, and (ii) receive approval by a majority of the
disinterested members of the Company's Board of Directors. The above-described
transactions were approved pursuant to this policy, and the Company intends to
continue the policy for the foreseeable future.
8
INDEPENDENT ACCOUNTANTS
The Board has appointed Coopers & Lybrand L.L.P., Miami, Florida, as
independent accountants to audit the consolidated financial statements of the
Company for the fiscal year ending December 31, 1996. Representatives of Coopers
& Lybrand will be present at the Annual Meeting of Shareholders and will be
afforded the opportunity to make a statement if they desire to do so and to
respond to appropriate questions.
OTHER MATTERS
The Board of Directors is not aware of any other business that may come
before the meeting. However, if additional matters properly come before the
meeting, proxies will be voted at the discretion of the proxy holders.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1997 Annual
Meeting of Shareholders of the Company must be received by the Company not later
than December 31, 1996 at its principal executive offices, 2501 Davie Road,
Suite 230, Ft. Lauderdale, Florida 33317, Attention: Harold S. Blue, Chief
Executive Officer, for inclusion in the proxy statement and proxy relating to
the 1997 Annual Meeting of Shareholders.
ADDITIONAL INFORMATION
Accompanying this proxy statement is a copy of the Company's annual
report. A copy of the Company's annual report on Form 10-KSB may be obtained
from the Company on written request.
BY ORDER OF THE
BOARD OF DIRECTORS
Harold S. Blue, Chairman of the Board
and Chief Executive Officer
June 29, 1996
Ft.Lauderdale, Florida
9
PROXY FOR ANNUAL MEETING OF PROXYMED, INC.
2501 DAVIE ROAD, SUITE 230
FT. LAUDERDALE, FLORIDA 33317
(954) 473-1001
SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS OF PROXYMED, INC.
The undersigned hereby appoints Harold S. Blue and Bennett Marks with the
power to vote, at the Annual Meeting of Shareholders of ProxyMed, Inc. (the
"Company") to be held on August 7, 1996, at 10 o'clock a.m., Eastern Daylight
Time, at the Ft. Lauderdale Airport Hilton, 1870 Griffin Road, Dania, Florida
33004, or any adjournment thereof, all shares of the common stock or
preferred stock which the undersigned possesses and with the same effect as
if the undersigned was personally present, upon all subjects that may
properly come before the meeting including the matters described in the proxy
statement furnished herewith, subject to any directions indicated on this
card. IF NO DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR THE ELECTION OF
ALL LISTED NOMINEES AND AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
ELECTION OF DIRECTORS (Nominees are Harold S. Blue, John Paul Guinan, Gary N.
Mansfield, Bennett Marks, Harry A. Gampel, Samuel X. Kaplan, Travis J.
Leonardi, Bertram J. Polan and Eugene R. Terry)*
[ ] For [ ] Withhold Authority
* To vote your shares for all director nominees, mark the "For" box. To
withhold voting for all nominees, mark the "Withhold Authority" box. If you
do not wish your shares voted "For" a particular nominee(s), enter the
name(s) of that nominee(s) in the following space:
_____________________________________________________________________________
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
Dated:______________________
____________________________
Signature
(Please sign exactly as
name appears hereon. If
the stock is registered in
the names of two or more
persons, each should sign.
Executors, administrators,
trustees, guardians,
attorneys and corporate
officers should include
their titles.)
Please sign, date and promptly return this Proxy in the enclosed envelope.