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):
August 11, 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
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(Commission File No.)
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(IRS Employer Identification |
incorporation)
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No.) |
1854 Shackleford Court, Suite 200,
Norcross, Georgia 30093-2924
(Address of principal executive offices)
(770) 806-9918
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. |
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Results of Operation and Financial Condition. |
The disclosure in Item 8.01 below regarding the executive summary of the Companys business
and certain performance and financial results is incorporated herein by reference.
On August 11, 2008, in connection with the Companys Chapter 11 proceeding before the U.S.
Bankruptcy Court for the District of Delaware (Case No. 08-11551) (the Chapter 11 Case), the
Company released an executive summary prepared by its financial advisor, Cain Brothers & Company,
LLC, with the assistance of, and from information provided by, the
Company. The executive summary provides an overview of the Companys business and a description of certain summary
performance and financial results through June 30, 2008, the end of the Companys second quarter,
for the Companys remaining business, the EDI business. The executive summary is being sent to
potential bidders that may have an interest in the auction and asset sale the Company plans to
undertake pursuant to Section 363 of the Bankruptcy Code. A copy of the executive release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference. More detailed information on the Companys business
and financial results can be found in the Companys latest Form
10-K and Form 10-Q filings with the U.S. Securities and Exchange
Information, copies of which are available on the Companys
website at http://www.medavanthealth.com.
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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 |
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99.1 |
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Executive Summary by Cain Brothers & Company, LLC. |
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 Companys ability to
obtain approval to undertake an auction and asset sale pursuant to Section 363 of the Bankruptcy
Code; 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 Companys 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
Companys business strategies relative to perceived market opportunities; the Companys assessment
of the healthcare industrys need, desire and ability to become technology efficient; market
acceptance of the Companys products and services; and the Companys 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 Companys 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 Companys 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.