UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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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Introduction.
Item 2 is amended to adjust the amount of goodwill recorded in this purchase
transaction, which had been previously estimated.
Exhibits 2.2 and 2.3 are included herein as required by Item 7(a).
Exhibits 99.1, 99.2 and 99.3 are included herein as required by Item 7(b).
Item 2. Acquisition or Disposition of Assets (Amended).
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 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 is being accounted for as a purchase, and
resulted in goodwill of approximately $9.6 million, which includes approximately
$50,000 in closing costs.
Item 7. Financial Statements and Exhibits (Amended).
(a) The audited financial statements of MDP Corporation required by Item
7(a), including the balance sheet as of December 31, 2000 and the
statements of operations cash flows for the year ended December 31,
2000, are included as Exhibit 2.2 to this Form 8-K/A. Additionally, the
unaudited balance sheet of MDP Corporation as of March 31, 2001, and
the unaudited statements of operations and cash flows of MDP
Corporation for the three months ended March 31, 2001, are included as
Exhibit 2.3 to this Form 8-K/A. The unaudited financial information as
of March 31, 2001 reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim period
presented.
(b) The pro forma financial information required by Item 7(b) are included
as Exhibits 99.1, 99.2 and 99.3 to this Form 8-K/A. The pro forma
financial information as of and for the three months ended March 31,
2001, and for the year ended December 31, 2000, have been derived from
the financial statements of ProxyMed, Inc. and MDP Corporation. The pro
forma information consists of the following: a pro forma combined
balance sheet as of March 31, 2001 (the end of the most recent period
for which a consolidated balance sheet of the Company is required); a
pro forma combined statement of operations for the year ended December
31, 2000 (the Company's most recent fiscal year); and a pro forma
combined statement of operations for the three months ended March 31,
2001 (the period covering the
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Company's most recent fiscal year end to the most recent interim date
for which a balance sheet is required).
(c) The following exhibits are included herein:
Exhibit 2.1 - Asset Purchase Agreement dated April 23, 2001 between
ProxyMed, Inc. and MDP Corporation.(1)
Exhibit 2.2 - Audited Financial Statements for MDP Corporation as
of December 31, 2000 and for the year ended December
31, 2000.
Exhibit 2.3 - Unaudited Financial Statements for MDP Corporation as
of and for the three months ended March 31, 2001.
Exhibit 99.1 - Pro forma Combined Balance Sheet of ProxyMed, Inc.
and MDP Corporation as of March 31, 2001.
Exhibit 99.2 - Pro forma Combined Statement of Operations of
ProxyMed, Inc. and MDP Corporation for the year ended
December 31, 2000.
Exhibit 99.3 - Pro forma Combined Statement of Operations of
ProxyMed, Inc. and MDP Corporation for the three
months ended March 31, 2001.
(1) Previously filed.
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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: July 2, 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.(1)
2.2 Audited Financial Statements for MDP
Corporation as of December 31, 2000 and
for the year ended December 31, 2000.
2.3 Unaudited Financial Statements for MDP
Corporation as of and for the three
months ended March 31, 2001.
99.1 Pro forma Combined Balance Sheet of
ProxyMed, Inc. and MDP Corporation as of
March 31, 2001.
99.2 Pro forma Combined Statement of
Operations of ProxyMed, Inc. and MDP
Corporation for the year ended December
31, 2000.
99.3 Pro forma Combined Statement of
Operations of ProxyMed, Inc. and MDP
Corporation for the three months ended
March 31, 2001.
(1) Previously filed
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