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):
March 26, 2002
PROXYMED, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-22052 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
ITEM 5. OTHER EVENTS.
On March 26, 2002, ProxyMed, Inc. (the "Company") agreed to sell
1,569,366 shares of unregistered common stock at $15.93 per share in a private
placement to General Atlantic Partners 74, L.P., GAP Coinvestment Partners II,
L.P., Gapstar, LLC, GAPCO GmbH & Co. KG. (the "General Atlantic Purchasers"),
four companies affiliated with General Atlantic Partners, LLC ("GAP"), a private
equity investment fund. The transaction, which is expected to close on April 5,
2002, will result in net proceeds to the Company of $25 million. No placement
agent was used in this transaction. In addition, the Company also agreed to
issue a two-year warrant for the purchase of 549,279 shares of common stock also
at $15.93 per share. All shares sold are subject to a one year lock-up agreement
from the date of closing. The Company has agreed to grant the General Atlantic
Purchasers certain demand and "piggy back" registration rights starting one year
from closing. Additionally, in connection with the transaction, the Company's
board of directors appointed a general partner of GAP to fill a vacancy on the
Company's board.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following exhibits are included herein:
Exhibit 10.1 - Stock and Warrant Purchase Agreement dated March
26, 2002 between ProxyMed, Inc. and the General
Atlantic Purchasers.
Exhibit 10.2 - Form of Common Stock Purchase Warrants issued to
the General Atlantic Purchasers.
Exhibit 10.3 - Form of Registration Rights Agreement between
ProxyMed, Inc. and the General Atlantic
Purchasers.
Exhibit 99.1 - Press Release dated March 27, 2002.
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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.
Date March 28, 2002 /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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10.1 Stock and Warrant Purchase Agreement dated March 26, 2002
between ProxyMed, Inc. and General Atlantic Purchasers.
10.2 Form of Common Stock Purchase Warrants issued to the General
Atlantic Purchasers.
10.3 Form of Registration Rights Agreement between ProxyMed, Inc.
and the General Atlantic Purchasers.
99.1 Press Release dated March 28, 2002.
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