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):
July 23, 2008
PROXYMED, INC.
(Exact name of registrant as specified in its charter)
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| Florida |
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000-22052 |
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65-0202059 |
(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification
No.) |
1854 Shackleford Court, Suite 200,
Norcross, Georgia 30093-2924
(Address of principal executive offices)
(770) 806-9918
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 1.03. |
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Bankruptcy or Receivership. |
As previously reported, on July 23, 2008, ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions
(the “Company”) and its wholly owned subsidiaries ProxyMed Transaction Services, Inc. and ProxyMed
Lab Services LLC (collectively, the “Debtors”) filed voluntary petitions seeking reorganization
relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware (Case No. 01-11551) (the “Chapter 11 Cases”). In addition, as
previously reported, on July 23, 2008, the Debtors entered into a post-petition financing
arrangement with Laurus Master Fund, Ltd. (“Laurus”), which provides debtor-in-possession financing
comprised of a revolving credit facility of $8.1 million, of which $2.9 million represents new
credit available to the Company, on the same terms and conditions as the Debtors’ prior credit
facility with Laurus, as modified by the order of the Bankruptcy Court (the “DIP Credit Facility”).
On July 24, 2008, the Bankruptcy Court entered an order approving the DIP Credit Facility,
comprised of the $8.1 million revolving credit facility described above, on an interim basis. The DIP Credit
Facility remains subject to final approval by the Bankruptcy Court, which has scheduled a hearing
on such final approval of the DIP Credit Facility for August 14, 2008.
The foregoing description of the DIP Credit Facility is a general description only and is
qualified in its entirety by reference to the DIP Credit Facility, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 10.59.
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| Item 3.01. |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing. |
On July 23, 2008, the Company received a Staff Determination Letter (the “Letter”) from The
Nasdaq Stock Market (“Nasdaq”) notifying the Company that the staff of Nasdaq’s Listing
Qualifications Department determined, using its discretionary authority under Nasdaq Marketplace
Rule 4300 and IM-4300, that the Company’s common stock would be delisted from Nasdaq, that trading in the Company’s common stock would be suspended at the opening of trading on August 1, 2008, and that a Form
25-NSE would be filed with the Securities and Exchange Commission to deregister the Company’s
common stock, unless the Company appeals Nasdaq’s determination. Nasdaq’s determination to delist
the common stock was based on the following: (i) the Company’s filing of the Chapter 11 Cases on
July 23, 2008; (ii) the associated public interest concerns raised by the filing of the Chapter 11
Cases; (iii) concerns regarding the residual equity interests of existing holders of the Company’s
common stock; (iv) the Company’s ability to sustain compliance with all of Nasdaq’s continued
listing requirements; and (v) the Company’s inability to maintain the minimum value of publicly
held shares of $15,000,000 required for continued listing on the Nasdaq Global Market, as set forth
in Marketplace Rule 4450(b)(3), for ten (10) or more consecutive trading days before July 21, 2008.
The Letter also indicated that, in accordance with Marketplace Rule 4805(a), the Company would
have seven (7) calendar days, or until July 30, 2008, to appeal the delisting from Nasdaq to a
Listing Qualifications Panel.
At this time, the Company does not plan to appeal the delisting from Nasdaq, but does intend to
request that various of its current market makers continue to make markets in the Company’s common
stock on the OTC Bulletin Board and/or the Pink Sheets, as the case may be. In connection with the
Company’s plan to list its common stock on the OTC Bulletin Board and/or the Pink Sheets, the
Company will request that one of its current market makers apply for a new ticker symbol for the
Company.
On July 24, 2008, the Company issued a press release announcing the Bankruptcy Court’s
approval of the DIP Credit Facility, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference. In addition, on July 29, 2008, the
Company issued a press release announcing receipt of the delisting notice from Nasdaq, a copy of
which is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. |
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Description |
10.59
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Interim Order (I) Authorizing (A) Secured Post-Petition
Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, and 364(c)
and (d); (B) Granting Security Interests, Superpriority Claims
and Adequate Protection; and (C) Use of Cash Collateral and
(II) Scheduling a Final Hearing Pursuant to Bankruptcy Rule
4001(c) (setting forth the terms of the DIP Credit Facility) |
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99.1
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Press Release of MedAvant, dated July 24, 2008, announcing
interim approval of DIP Credit Facility. |
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99.2
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Press Release of MedAvant, dated July 29, 2008, announcing
receipt of delisting notice from Nasdaq. |
Forward-Looking Statements
Statements contained in this Current Report on Form 8-K contain information that includes or
is based upon forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements present expectations or forecasts of future events.
These statements can be identified by the fact that they do not relate strictly to historical or
current facts. They frequently are accompanied by words such as “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. In
particular, these include, but are not limited to, statements relating to: the Company’s ability to
obtain bankruptcy approval of the DIP Credit Facility; operate pursuant to the terms of the DIP
Credit Facility; fund its working capital needs through the expiration of DIP Credit Facility;
complete the Chapter 11 process in a timely manner; and continue to
operate in its ordinary course and manage its relationships with its creditors, noteholders,
vendors, employees and customers given the Company’s financial condition. Actual results may
differ significantly from projected results due to a number of factors, including, but not limited
to, the soundness of the Company’s business strategies relative to perceived market opportunities;
the Company’s assessment of the healthcare industry’s need, desire and ability to become technology
efficient; market acceptance of the Company’s products and services; and the Company’s ability and
that of its business associates to comply with various government rules regarding healthcare
information and patient privacy.
Forward-looking statements are not guarantees of performance. They involve risks,
uncertainties and assumptions. The Company’s future results and shareholder values may differ
materially from those expressed in the forward-looking statements. Many of the factors that will
determine these results and values are beyond the Company’s ability to control or predict. The
Company refers you to the cautionary statements and risk factors set forth in the documents it
files from time to time with the SEC, particularly its Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 2008, as filed with the SEC on May 23, 2008, and its Annual Report on Form
10-K for the year ended December 31, 2007, as filed with the SEC on April 15, 2008. Shareholders
are cautioned not to put undue reliance on any forward-looking statements. For those statements,
the Company claims the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995. The Company expressly disclaims any intent
or obligation to update any forward-looking statements.