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): June 15, 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.
On June 15, 2001, ProxyMed, Inc. (the "Company") offered (the "Exchange
Offer") to issue shares of the Company's common stock, par value $.001 per
share, in exchange for (i) 12,655,000 warrants (the "Investor Warrants") that
were issued to holders of the Company's Series C Convertible Preferred Stock
(the "Series C Preferred Stock"), (ii) 8,293,000 warrants (the "Agent's
Warrants") that were issued to Commonwealth Associates, L.P. ("Commonwealth") in
connection with the private placement of the Series C Preferred Stock, and (iii)
1,000,000 warrants (the "Advisory Warrants") that were issued to Commonwealth
for certain advisory services that Commonwealth provided to the Company. Under
the terms of the Exchange Offer, the Company would issue 0.75 shares of its
common stock for each Investor Warrant, 0.75 shares of its common stock for each
Agent's Warrant, and 0.625 shares of its common stock for each Advisory Warrant.
The terms of the Exchange Offer result in an assumed value of $4.00 per share
for the purpose of calculating the number of shares of common stock to be issued
in the Exchange Offer.
The Exchange Offer will be open until August 15, 2001. The Exchange Offer
will only be completed by the Company if holders of at least 80% of the Investor
Warrants, holders of at least 80% of the Agent's Warrants and holders of at
least 80% of the Advisory Warrants enter into an Exchange Agreement with the
Company pursuant to which they agree to the Exchange Offer. All shares exchanged
are subject to a lock-up through February 15, 2002.
As a result of the Exchange Offer, assuming full participation, ProxyMed
expects to record a deemed dividend charge of approximately $2.6 million during
the third quarter of 2001.
As of the date of the Exchange Offer, ProxyMed has outstanding 85,794,857
shares of common stock on a fully-diluted basis, consisting of 24,757,988 shares
of common stock currently outstanding, plus 25,447,502 shares of common stock
issuable upon conversion of both its Series B and Series C Convertible Preferred
Stock, plus warrants that are subject to the Exchange Offer which are currently
exercisable into 21,948,000 shares of common stock, and options and other
warrants to purchase 13,641,367 additional shares of common stock. Assuming that
all of the Investor Warrants, the Agent's Warrants and the Advisory Warrants are
exchanged pursuant to this offering, after this offering ProxyMed will have
outstanding 80,182,857 shares of common stock on a fully-diluted basis,
consisting of 41,093,988 shares of common stock plus 25,447,502 shares issuable
upon conversion of both its Series B and C Convertible Preferred Stock, and
options and warrants to purchase 13,641,367 additional shares of common stock.
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, Chief
Financial Officer and Treasurer
Dated: June 15, 2001