As filed with the Securities and Exchange Commission on December 16, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 No.)
2555 DAVIE ROAD, SUITE 110
FORT LAUDERDALE, FLORIDA 33317
(Address of Principal Executive Offices) (Zip Code)
AMENDED 1993 STOCK OPTION PLAN
1995 STOCK OPTION PLAN
1995 OUTSIDE DIRECTOR STOCK OPTION PLAN
1997 STOCK OPTION PLAN
EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full Title of the Plans)
HAROLD S. BLUE
CHAIRMAN OF THE BOARD
PROXYMED, INC.
2555 DAVIE ROAD, SUITE 110
FORT LAUDERDALE, FLORIDA 33317
(Name and Address of Agent For Service)
(954) 473-1001
(Telephone Number, Including Area Code, of Agent For Service)
COPIES OF COMMUNICATIONS TO:
FRANK M. PUTHOFF, ESQ. SPENCER G. FELDMAN, ESQ.
EXECUTIVE VICE PRESIDENT AND GREENBERG TRAURIG
CHIEF LEGAL OFFICER METLIFE BUILDING
PROXYMED, INC. 200 PARK AVENUE, 15TH FLOOR
2555 DAVIE ROAD, SUITE 110 NEW YORK, NEW YORK 10166
FORT LAUDERDALE, FLORIDA 33317 (212) 801-9200
(954) 473-1001
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
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Common Stock, par value $.001 per share, 34,750 shares(2) $10.03(3) $348,585.94 $92.03(2)
underlying certain Plan options
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Common Stock, par value $.001 per share, 374,833 shares(2) $11.694(3) $4,383,297.10 $1,157.19(2)
underlying certain non-Plan options
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Total 409,583 shares -- $4,731,883.04 $1,249.22
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares of common stock, par value
$.001 per share (the "Common Stock"), of ProxyMed, Inc. (the "Company")
being registered shall be adjusted to include any additional shares
which may become issuable as a result of stock splits, stock dividends
or similar transactions.
(2) On May 29, 1996, the Company filed a Registration Statement on Form S-8
(Registration No. 333-04717) (the "1996 Form S-8") covering 1,282,500
shares of Common Stock underlying options available under the Company's
1993 Stock Option Plan (the "1993 Plan"), 1995 Stock Option Plan (the
"1995 Plan"), and 1995 Outside Director Stock Option Plan (the "1995
Outside Director Plan"), and non-qualified options granted outside of
the Company's stock option plans. A registration fee of $2,948.28 was
paid in connection with the 1996 Form S-8. On April 17, 1998, the
Company filed a Registration Statement on Form S-8 (Registration No.
333-50391) (the "1998 Form S-8") covering 737,934 shares of Common
Stock underlying options available under the Company's 1997 Stock
Option Plan (the "1997 Plan") and non-qualified options granted outside
of the Company's stock option plans. A registration fee of $2,422.90
was paid in connection with the 1998 Form S-8. The 1996 Form S-8 and
the 1998 Form S-8 are incorporated herein by reference in their
entirety. Pursuant to General Instruction E to Form S-8, this
Registration Statement constitutes: (i) Post-Effective Amendment No. 1
to the 1996 Form S-8 and the 1998 Form S-8 relating to an aggregate of
2,020,434 shares of Common Stock, all of which shares are being carried
forward hereby; and (ii) a new registration statement relating to an
aggregate of 409,583 shares of Common Stock, consisting of (a) 6,000
additional shares of Common Stock underlying options available under
the 1993 Plan, (b) 23,250 additional shares of Common Stock underlying
options available under the 1995 Plan, (c) 3,000 additional shares of
Common Stock underlying options available under the 1995 Outside
Director Plan, (d) 2,500 additional shares of Common Stock underlying
options available under the 1997 Plan, and (e) 374,833 shares of Common
Stock underlying non-qualified stock options granted outside of the
Company's stock option plans to certain prospective employees, all of
which shares of Common Stock are being registered hereby. The $1,246.64
registration fee paid in connection with this Registration Statement
relates to the 409,583 shares of Common Stock being registered hereby.
(3) Computed in accordance with Rules 457(c) and 457(h)(1) under the
Securities Act solely for the purpose of calculating the total
registration fee. With respect to 34,750 shares of Common Stock
underlying options available under the 1993 Plan, the 1995 Plan, the
1995 Outside Director Plan and the 1997 Plan, the registration fee is
based on $10.03 per share, the average of the reported high and low
sales prices (rounded to the nearest cent) of the Common Stock in the
Nasdaq National Market on December 10, 1999. With respect to the
374,833 shares of Common Stock underlying non-qualified stock options
granted outside of the Company's stock option plans, the registration
fee is based on $11.694 per share, the weighted average exercise price
(rounded to the nearest cent) at which the shares will be issued.
EXPLANATORY NOTE
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement"), or as a prospectus or
prospectus supplement pursuant to Rule 424. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Registration
Statement the following documents heretofore filed by the Company with the
Commission (File No. 0-22052) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended by the Company's Forms 10-K/A
filed on June 21, 1999 and July 22, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, as amended by the Company's Forms 10-Q/A
filed on June 18, 1999 and July 22, 1999; the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999; and the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999;
(c) The Company's Current Report on Form 8-K dated December 31,
1998 (relating to the Key Communications merger); and the
Company's Current Report on Form 8-K dated May 19, 1998
(relating the the Integrated Medical Systems acquisition); and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A declared
effective on August 5, 1993, including any other amendment or
report filed for the purpose of updating such information.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act empowers a
Florida corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of such a corporation)
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by reason of the fact that such person is or was a director, officer, employee,
or agent of such corporation, or is or was serving 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 an appeal thereof, if
such person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. A Florida corporation may indemnify such person
against expenses including amounts paid in settlement (not exceeding in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion) actually and reasonably incurred by such person in
connection with actions brought by or in the right of the corporation to procure
a judgment in its favor under the same conditions set forth above, if such
person acted in good faith and in a manner such person believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the court in which such action or suit was brought or
other court of competent jurisdiction shall determine upon application that, in
view of all circumstances of the case, such person is fairly and reasonably
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 referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against expenses, including counsel (including those for appeal) fees, actually
and reasonably incurred by such person in connection 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 of expenses may be entitled under the articles of
incorporation of the corporation or any by-law, agreement, vote of shareholders
or disinterested directors, or otherwise. Section 607.0850 also provides that a
corporation may maintain insurance against liabilities for which indemnification
is not expressly provided by the statute.
Article VII of the Company's Restated Articles of Incorporation and
Article VII of the Company's By-Laws provide for indemnification of the
directors, officers, employees and agents of the Company (including advancement
of expenses) to the fullest extent permitted under Florida law. In addition, the
Company has contractually agreed to indemnify its directors and officers to the
fullest extent permitted under Florida law.
The Company's employment agreements with its principal executive
officers limit 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See "EXHIBIT INDEX" included in this Registration Statement following
the signature page, which index is incorporated herein by reference thereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement. 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 any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plans pursuant to Section 15(d) of the Exchange Act) 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 such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on this 14th
day of December 1999.
PROXYMED, INC.
By:/s/HAROLD S. BLUE
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Harold S. Blue
Chairman of the Board
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harold S. Blue and Bennett Marks, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
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/s/HAROLD S. BLUE Chairman of the Board December 14, 1999
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Harold S. Blue (principal executive officer)
/s/JOHN B. OKKERSE, JR., PH.D. Chief Executive Officer December 14, 1999
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John B. Okkerse, Jr., Ph.D. and Director
/s/BENNETT MARKS Executive Vice President, December 14, 1999
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Bennett Marks Chief Financial Officer
and Director (principal financial
and accounting officer)
/s/PETER A.A. SAUNDERS Director December 14, 1999
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Peter A.A. Saunders
/s/KEVIN E. MOLEY Director December 14, 1999
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Kevin E. Moley
/s/BERTRAM J. POLAN Director December 14, 1999
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Bertram J. Polan
/s/EUGENE R. TERRY Director December 14, 1999
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Eugene R. Terry
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Incorporation of the Company, as amended. (1)
5.1 Opinion of Greenberg Traurig. (*)
10.10 Amended 1993 Stock Option Plan. (2)
10.11 1995 Stock Option Plan. (1)
10.12 1995 Outside Director Stock Option Plan. (1)
10.18 1997 Stock Option Plan. (3)
10.23 Form of Employee Non-Qualified Stock Option Agreement. (*)
23.1 Consent of PricewaterhouseCoopers LLP (ProxyMed). (*)
23.2 Consent of PricewaterhouseCoopers LLP (WPJ). (*)
23.3 Consent of McCauley, Nicolas & Company, LLC (Key). (*)
23.4 Consent of Greenberg Traurig (included in Exhibit 5.1). (*)
25.1 Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).(*)
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(*) Filed herewith.
(1) Incorporated herein by reference and filed as an exhibit to the Company's
Registration Statement on Form SB-2 (Registration No. 333-2678).
(2) Incorporated herein by reference and filed as an exhibit to the Company's
Proxy Statement on Schedule 14A relating to its 1994 Annual Meeting of
Shareholders (File No. 0-22052).
(3) Incorporated herein by reference and filed as an exhibit to the Company's
Proxy Statement on Schedule 14A relating to its 1997 Annual Meeting of
Shareholders (File No. 0-22052).
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