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 13, 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
(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):
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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 revised executive summary of the Company’s business
and certain performance and financial results is incorporated herein by reference.
On August 13, 2008, in connection with the Company’s 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 a revised executive summary prepared by its financial advisor, Cain Brothers & Company,
LLC, with the assistance of, and from information provided by, the
Company. The revised executive summary provides an overview of the Company’s business and certain summary
financial results. The revised executive summary updates the executive summary disclosed on August 11, 2008 (and attached as an exhibit to the
Company’s Current Report on Form 8-K filed on that same
date)
to
potential bidders interested in participating in the Bankruptcy Code Section 363 auction and asset sale the Company plans to
undertake. A copy of the revised executive summary is
attached as Exhibit 99.1 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 |
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99.1 |
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Revised 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 Company’s 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 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.