form-s2a_32902
As filed with the Securities and Exchange Commission on April 3, 2002
Registration No. 333-73572
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PRE-EFFECTIVE AMENDMENT NO.2
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDIX RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 84-1123311
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
The Graybar Building
420 Lexington Ave., Suite 1830
New York, New York 10170
(212) 697-2509
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Lyle B. Stewart, Esq.
Lyle B. Stewart, P.C.
3751 S. Quebec Street
Denver, CO 80237
(303) 267-0920
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|
CALCULATION OF REGISTRATION FEE
Title of Securities Proposed Maximum Proposed Maximum
to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
------------------- ------------------- ------------------- ------------------ -------------------
Common stock, par 447,500(1) $0.75(1) $335,625(1) $84.00(1)
value per share 3,048,750(2) $0.47(1) $1,432,913(2) $132.00(2)
(1) This amount was registered and the fee was paid on November 16, 2001 when
the Registration Statement was filed.
(2) This additional number of securities is being registered with this
amendment and the related offering price is being estimated solely for the
purpose of calculating the additional registration fee. In accordance with
Rule 457(c), the price shown is based upon the closing price of Medix's
Common Stock on March 28, 2002, as reported on the American Stock Exchange.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT TO COMPLETION
DATED APRIL 3, 2002
PROSPECTUS
MEDIX RESOURCES, INC.
3,496,250 Shares of Common Stock
The shareholders of Medix Resources, Inc. named herein will have the right
to offer and sell up to an aggregate of 3,496,250 shares of our common stock
under this Prospectus.
Medix will not receive directly any of the proceeds from the sale of these
shares by the selling shareholders. However, Medix will receive the proceeds of
the exercise of the options and warrants to purchase the shares to be sold
hereunder. Medix will pay the expenses of registration of these shares.
The common stock is traded on the American Stock Exchange under the symbol
"MXR". On March 28, the closing price of the common stock was reported as $0.47.
The securities offered hereby involve a high degree of risk. See "RISK
FACTORS" beginning on page 3 for certain risks that should be considered by
prospective purchasers of the securities offered hereby.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is April __, 2002
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by us, the
selling shareholders or any other person. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such an
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in our affairs since such date.
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TABLE OF CONTENTS
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SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
THE COMPANY
USE OF PROCEEDS
SELLING SHAREHOLDERS
DESCRIPTION OF SECURITIES
PLAN OF DISTRIBUTION
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
LEGAL MATTERS
EXPERTS
SUMMARY
This Prospectus covers the offering and sale of up to 3,496,250 shares of
our common stock to the public by certain selling shareholders listed under the
heading "Selling Shareholders" further back in this Prospectus. As of March 25,
2002, we had 58,386,516 shares of our common stock outstanding, and
approximately 26,023,837 shares were issuable upon the exercise of outstanding
options, warrants or other rights, and the conversion of outstanding preferred
stock.
We are developing software products for Internet-based communications and
information management by medical service providers. We have no revenue from
operations and are funding the development of our software products through the
sales of our securities. We have granted a security interest in all of our
intellectual property assets to secure a financing. See "The Company-Recent
Developments" and "Risk Factors."
Because of our continuing losses, and the lack of a certain source of
capital to fund our development of software products, our independent
accountants included a "going concern" exception in their audit report on our
audited financial statements for the year 2001. The "going concern" exception
signifies that significant questions exist about our ability to continue in
business. See "Risk Factors."
Currently, we are funding our development and deployment activities through
an equity line of credit financing, which is not an assured source of funds.
Draws under this financing are triggered by a "Put Notice" (advance request)
initiated by ourselves each time we wish to draw funds. The financing investors
are committed to accept the advance request provided certain conditions are met,
some of which may be waived by the investors. Such advance request obligates us
to issue to the investors shares of our common stock at a discount to market
which is fixed in the contract. The shares are immediately re-saleable in the
public markets by the investors. As of March 25, 2001, we had received
$2,584,910 in advances, from which offering expenses of $191,278 were paid,
under the financing, and had issued to the investors 4,468,629 shares of our
common stock relating to the advances and an additional 542,847 shares to their
affiliates as fees for arranging the equity line facility. The shares issued
pursuant to the equity line advances to date have been priced from $0.46 to
$0.77 per share. See "Risk Factors."
Our principal executive office is located at 420 Lexington Avenue, Suite
1830, New York, NY 10170, and its telephone number is (212) 697-2509. Our
principal administrative office is at 7100 East Belleview Ave., Greenwood
Village, CO 80111, and its telephone number is (303) 741-2045.
RISK FACTORS
An investment in our common stock:
o has a high degree of risk;
o is highly speculative;
o should only be considered by those persons or entities who can afford to
lose their entire investment.
In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating our business
and an investment in our shares. The order in which the following risk factors
are presented does not indicate the relative magnitude of the risks described.
Our continuing losses endanger our viability and have caused our
accountants to issue a "going concern" exception in their annual audit report.
We reported net losses of ($10,636,000) ($5,415,000), ($4,847,000) and
($5,422,000) for the years ended December 31, 2001, December 31, 2000, December
31, 1999 and December 27, 1998, respectively. At December 31, 2001 we had an
accumulated deficit of ($34,059,000) and a negative working capital of
($1,404,000). Our Cymedix(R)products are still in the testing and deployment
stage and have not generated any significant revenue to date. We are funding our
operations through the sale of our securities. Our independent accountants have
included a "going concern" exception in their audit reports on our audited 2000
and 2001 financial statements. See our Form 10-K for the fiscal year ended
December 31, 2001.
Our need for additional financing is acute and failure to obtain it could
lead to the financial failure of our company.
We expect to continue to experience losses, in the near term, until such
time as our Cymedix(R)software products can be successfully deployed with
customers and produce revenue. The continuing development, marketing and
deployment of the Cymedix software products will depend upon our ability to
obtain additional financing. Our Cymedix(R)products are still in the testing and
deployment stage and have not generated any significant revenue to date. We are
funding our operations through the sale of our securities. There can be no
assurance that additional investments or financings will be available to us as
needed to support the development and deployment of Cymedix products. Failure to
obtain such capital on a timely basis could result in lost business
opportunities, the sale of the Cymedix business at a distressed price or the
financial failure of our company. See "The Company-Recent Developments."
We have granted a security interest in all of our intellectual property
assets to secure a financing, which means if we default in our obligations to
the lender, we may loss these assets in the foreclosure process.
The use of secured borrowings increases the risk of loss of the assets used
to secure the borrowing. If an event of default occurs under the security
agreement, the lender will be able to foreclose on the assets used to secure the
borrowing and sell those assets to the highest bidder. In addition, it is
generally believed that foreclosure sales, which are "distress sales", will not
maximize the proceeds that are paid for the assets being sold. The loan we
entered into is secured by the grant of a security interest in all Medix's
intellectual property, including its patent, copyrights and trademarks. While
Medix can cure a payment default by the forced conversion of the loan into its
common stock, a bankruptcy or similar event of default will trigger the
foreclosure provision of the security agreement. See "The Company-Recent
Developments."
We are a development stage company, which means our products and services
have not yet proved themselves commercially viable and therefore our future is
uncertain.
o We develop software for Internet-based communications and information
management for medical service providers, through our wholly-owned
subsidiary, Cymedix Lynx Corporation. Our Cymedix(R)products are still in
the testing and deployment stage and have not generated any significant
revenue to date. We are funding our operations through the sale of our
securities. Our ability to continue to sell our securities can not be
assured.
o We are still in the process of gaining experience in marketing software
products, providing software support services, evaluating demand for
products, financing a software business and dealing with government
regulation of software products. While we are putting together a team of
experienced executives, they have come from different backgrounds and may
require some time to develop an efficient operating structure and corporate
culture for our company. We believe our structure of multiple offices
serves our customers well, but it does present an additional challenge in
building our corporate culture and operating structure.
We rely on healthcare professionals for the quality of the information that
is transmitted through our interconnectivity systems, and we may not be paid for
our services by third-party payors if that quality does not meet certain
standards.
The success of our products and services in generating revenue may be
subject to the quality and completeness of the data that is generated and stored
by the physician or other healthcare professional and entered into our
interconnectivity systems, including the failure to input appropriate or
accurate information. Failure or unwillingness by the healthcare professional to
accommodate the required information quality may result in the payor refusing to
pay Medix for its services.
Our market is rapidly changing and the introduction of software services
and products into that market has been slow, which may cause us to be unable to
develop a profitable market for our services and products.
o As a developer of software products, we will be required to anticipate and
adapt to evolving industry standards and new technological developments.
The market for our software products is characterized by continued and
rapid technological advances in both hardware and software development,
requiring ongoing expenditures for research and development, and timely
introduction of new products and enhancements to existing products. The
establishment of standards is largely a function of user acceptance.
Therefore, such standards are subject to change. Our future success, if
any, will depend in part upon our ability to enhance existing products, to
respond effectively to technology changes, and to introduce new products
and technologies that are functional and meet the evolving needs of our
clients in the healthcare information systems market.
o The introduction of software products in our market has been slow due to
the large number of small practitioners who are resistant to change and the
costs associated with change, particularly in a period of rising pressure
to reduce costs in the market. We are currently devoting significant
resources toward the development of products. There can be no assurance
that we will successfully complete the development of these products in a
timely fashion or that our current or future products will satisfy the
needs of the healthcare information systems market. Further, there can be
no assurance that products or technologies developed by others will not
adversely affect our competitive position or render our products or
technologies noncompetitive or obsolete.
As a provider of medical software products and services, we may become
liable for product liability claims beyond the levels of our insurance that
could have a materially adverse impact on our financial condition.
Certain of our products provide applications that relate to patient medical
histories and treatment plans. Any failure by our products to provide accurate,
secure and timely information could result in product liability claims against
us by our clients or their affiliates or patients. We maintain insurance that we
believe currently is adequate to protect against claims associated with the use
of our products, but there can be no assurance that our insurance coverage would
adequately cover any claim asserted against us. The limits of that coverage is
$2,000,000 in the aggregate and $1,000,000 per occurrence. A successful claim
brought against us in excess of our insurance coverage could have a material
adverse effect on our results of operations, financial condition or business.
Even unsuccessful claims could result in the expenditure of funds in litigation,
as well as diversion of management time and resources.
Our industry, the healthcare industry, continually experiences rapid change
and uncertainty that could result in issues for our business planning or
operations that could severely impact on our ability to become profitable.
The healthcare and medical services industry in the United States is in a
period of rapid change and uncertainty. Governmental programs have been
proposed, and some adopted, from time to time, to reform various aspects of the
U.S. healthcare delivery system. Some of these programs contain proposals to
increase government involvement in healthcare, lower reimbursement rates and
otherwise change the operating environment for our customers. Particularly, the
Health Insurance Portability and Accountability Act of 1996, and the regulations
that are being promulgated thereunder, are causing the healthcare industry to
change its procedures and incur substantial cost in doing so. Although we expect
these regulations to have the beneficial effect of spurring adoption of our
software products we cannot predict with any certainty what impact, if any,
these and future healthcare reforms might have on our business.
We rely on intellectual property rights, such as patents, copyrights,
trademarks and unprotected propriety technology in our business operations and
to create value in our company, however, protecting intellectual property
frequently requires litigation and close legal monitoring and may adversely
impact our ability to become profitable.
o Our wholly-owned subsidiary, Cymedix Lynx Corporation, has been granted
certain patent rights, trademarks and copyrights relating to its software
business. These patents and copyrights have been assigned by our subsidiary
to the parent company, Medix. The patent rights and intellectual property
legal issues for software programs, such as the Cymedix(R)products, are
complex and currently evolving. Since patent applications are secret until
patents are issued, in the United States, or published, in other countries,
we cannot be sure that we are the first to file any patent application. In
addition, there can be no assurance that competitors, many of which have
far greater resources than we do, will not apply for and obtain patents
that will interfere with our ability to develop or market product ideas
that we have originated. Further, the laws of certain foreign countries do
not provide the protection to intellectual property that is provided in the
United States, and may limit our ability to market our products overseas.
We cannot give any assurance that the scope of the rights that we have been
granted are broad enough to fully protect our Cymedix software from
infringement.
o Litigation or regulatory proceedings may be necessary to protect our
intellectual property rights, such as the scope of our patent. In fact, the
computer software industry in general is characterized by substantial
litigation. Such litigation and regulatory proceedings are very expensive
and could be a significant drain on our resources and divert resources from
product development. There is no assurance that we will have the financial
resources to defend our patent rights or other intellectual property from
infringement or claims of invalidity. We have been notified by a party that
it believes our pharmacy product may infringe on patents that it holds. We
have retained patent counsel who has made a preliminary investigation and
determined that our product does not infringe on the identified patents. At
this time no legal action has been instituted.
o We also rely upon unprotected proprietary technology and no assurance can
be given that others will not independently develop substantially
equivalent proprietary information and techniques or otherwise gain access
to or disclose our proprietary technology or that we can meaningfully
protect our rights in such unpatented proprietary technology. We will use
our best efforts to protect such information and techniques, however, no
assurance can be given that such efforts will be successful. The failure to
protect our intellectual property could cause us to lose substantial
revenues and to fail to reach its financial potential over the long term.
Because our business is highly competitive and there are many competitors
who are financially stronger than we are, we are at risk of being outperformed
in staffing, marketing, product development and customer services, which could
severely limit our ability to become profitable.
o eHealth Services. Competition can be expected to emerge from established
healthcare information vendors and established or new Internet related
vendors. The most likely competitors are companies with a focus on clinical
information systems and enterprises with an Internet commerce or electronic
network focus. Many of these competitors will have access to substantially
greater amounts of capital resources than we have access to, for the
financing of technical, manufacturing and marketing efforts. Frequently,
these competitors will have affiliations with major medical product or
software development companies, who may assist in the financing of such
competitor's product development. We will seek to raise capital to develop
Cymedix products in a timely manner, however, so long as our operations
remain underfunded, as they now are, we will be at a competitive
disadvantage.
o Software Development Personnel. The success of the development of our
Cymedix software is dependent to a significant degree on our key management
and technical personnel. We believe that our success will also depend upon
our ability to attract, motivate and retain highly skilled, managerial,
sales and marketing, and technical personnel, including software
programmers and systems architects skilled in the computer languages in
which our Cymedix products operate. Competition for such personnel in the
software and information services industries is intense. The loss of key
personnel, or the inability to hire or retain qualified personnel, could
have a material adverse effect on our results of operations, financial
condition or business.
We have relied on the private placement exemption to raise substantial
amounts of capital, and could suffer substantial losses if that exemption was
determined not to have been properly relied upon.
We have raised substantial amounts of capital in private placements from
time to time. The securities offered in such private placements were not
registered with the SEC or any state agency in reliance upon exemptions from
such registration requirements. Such exemptions are highly technical in nature
and if we inadvertently failed to comply with the requirements of any of such
exemptive provisions, investors would have the right to rescind their purchase
of our securities or sue for damages. If one or more investors were to
successfully seek such rescission or institute such suit, Medix could face
severe financial demands that could material and adversely affect our financial
position.
The impact of shares of our common stock that may become available for sale
in the future may result in the market price of our stock being depressed.
As of March 25, 2002, we had 58,386,516 shares of common stock outstanding.
As of that date, approximately 26,023,837 shares were issuable upon the exercise
of outstanding options, warrants or other rights, and the conversion of
preferred stock. Most of these shares will be immediately saleable upon exercise
or conversion under registration statements we have filed with the SEC. The
exercise prices of options, warrants or other rights to acquire common stock
presently outstanding range from $0.19 per share to $4.97 per share. During the
respective terms of the outstanding options, warrants, preferred stock and other
outstanding derivative securities, the holders are given the opportunity to
profit from a rise in the market price of the common stock, and the exercise of
any options, warrants or other rights may dilute the book value per share of the
common stock and put downward pressure on the price of the common stock. The
existence of the options, conversion rights, or any outstanding warrants may
adversely affect the terms on which we may obtain additional equity financing.
Moreover, the holders of such securities are likely to exercise their rights to
acquire common stock at a time when we would otherwise be able to obtain capital
on terms more favorable than could be obtained through the exercise or
conversion of such securities. See also the impact of our equity line of credit
financing discussed in the following paragraphs.
Because of dilution of our common stock from our equity line of credit, the
market price of our stock may be depressed.
o In connection with our equity line of credit financing, we have registered
9,500,000 additional shares with the SEC for sale by the providers of the
financing, of which 5,031,371 shares remain available for issuance as of
March 25, 2002. See "Summary." The resale of the common stock that may be
issued by us under the equity line of credit will substantially increase
the number of our publicly traded shares ("float"). If existing
shareholders perceive that this increased float is not accompanied by a
commensurate increase in value to the Company, then shareholder value--real
or perceived--will be diluted. Such dilution could cause holders of our
shares of common stock to sell, thus depressing the price of our common
stock. Therefore, the very existence of the equity line financing could
depress the market price of our common stock.
o The resale of the common stock that will be issued by us under our equity
line of credit financing could depress the market price of our common
stock. The terms of the equity line provide that we will sell shares of our
common stock to the providers of the financing at 91% of the average of the
three lowest of the daily volume-weighted average prices of our common
stock during the 22-trading day period immediately before our request for
the advance. Therefore, since all of the shares that are issued by us in
connection with advances under the equity line financing will have a
"built-in" discount of at least 9% upon issuance, this could produce an
impetus for the providers of the equity line to resell their shares sooner
or in greater quantity than they would otherwise. Such resale could have
the effect of depressing our share price.
Because of market volatility in our stock price, investors may find that
they have a loss position if emergency sales become necessary.
Historically, our common stock has experienced significant price
fluctuations. This has been caused by one or more of the following factors:
o unfavorable announcements or press releases relating to the technology
sector;
o regulatory, legislative or other developments affecting our company or the
health care industry generally;
o conversion of our preferred stock and convertible debt into common stock at
conversion rates based on current market prices or below of our common
stock and exercise of options and warrants at below current market prices;
o sales by those financing our company through an equity line of credit or
convertible securities which have been registered with the SEC and may be
sold into the public market immediately upon receipt; and
o market conditions specific to technology and internet companies, the health
care industry and general market conditions.
In addition, in recent years the stock market has experienced significant
price and volume fluctuations. These fluctuations, which are often unrelated to
the operating performance of specific companies, have had a substantial effect
on the market price for many health care related technology companies. Factors
such as those cited above, as well as other factors that may be unrelated to our
operating performance may adversely affect the price of our common stock.
The application of the "penny stock" rules to our common stock may depress
the market for our stock.
Trading of our common stock may be subject to the penny stock rules under
the Securities Exchange Act of 1934, as amended, unless an exemption from such
rules is available. Broker-dealers making a market in our common stock will be
required to provide disclosure to their customers regarding the risks associated
with our common stock, the suitability for the customer of an investment in our
common stock, the duties of the broker-dealer to the customer and information
regarding bid and ask prices for our common stock, and the amount and
description of any compensation the broker-dealer would receive in connection
with a transaction in our common stock. The application of these rules may
result in fewer market makers making a market of our common stock and further
restrict the liquidity of our common stock.
We do not anticipate paying any cash dividends on our common stock in the
foreseeable future.
We have not had earnings, but if earnings were available, it is our general
policy to retain any earnings for use in our operation. Therefore, we do not
anticipate paying any cash dividends on our common stock in the foreseeable
future. Any payment of cash dividends on our common stock in the future will be
dependent upon our financial condition, results of operations, current and
anticipated cash requirements, plans for expansion, as well as other factors
that the Board of Directors deems relevant. We anticipate that our future
financing agreements will prohibit the payment of common stock dividends without
the prior written consent of those providers.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference into this
Prospectus contain forward-looking statements, which mean that they relate to
events or transactions that have not yet occurred, our expectations or estimates
for Medix's future operations, our growth strategies or business plans or other
facts that have not yet occurred. Such statements can be identified by the use
of forward-looking terminology such as "might," "may," "will," "could,"
"expect," "anticipate," "estimate," "likely," "believe," or "continue" or the
negative thereof or other variations thereon or comparable terminology. The
following risk factors contain discussions of important factors that should be
considered by prospective investors for their potential impact on
forward-looking statements included in this Prospectus and in the documents
incorporated by reference into this Prospectus. These important factors, among
others, may cause actual results to differ materially and adversely from the
results expressed or implied by the forward-looking statements.
THE COMPANY
General
Medix Resources, Inc., a Colorado corporation, sold its supplemental
staffing business, which operated under the tradenames "National Care Resources"
and "TherAmerica" on February 19, 2000, and now principally develops software
for Internet-based communications and information management for medical service
providers, through its wholly-owned subsidiary, Cymedix Lynx Corporation.
We acquired the Cymedix business in January of 1998. Cymedix has developed
Internet-based communications and information management product, which we began
marketing to medical professionals in select markets nationwide. Growth of the
medical information management marketplace is being driven by the need to share
significant amounts of clinical and patient information between physicians,
their outpatient service providers, hospitals, insurance companies and managed
care organizations. This market is one of the fastest-growing sectors in
healthcare today, commanding a projected two-thirds of health care capital
investments. The Cymedix(R)software contains patented elements that can be used
to develop secure medical communications products that make use of the Internet.
Using the Cymedix software, medical professionals can order, prescribe and
access medical information from participating insurance companies and managed
care organizations, as well as from any participating outpatient service
provider, such as a laboratory, radiology center, pharmacy or hospital. We will
provide the software at minimal charges to physicians and clinics, and will
collect user fees whenever these products are used to provide services on the
Internet. The products' relational database technology will provide physicians
with a permanent, ongoing record of each patient's name, address, insurance or
managed care affiliation, referral status, medical history, personalized notes
and an audit trail of past encounters. Physicians will be able to electronically
order medical procedures, receive and store test results, check patient
eligibility, make medical referrals, request authorizations, and report
financial and encounter information in a cost-effective, secure and timely
manner.
Our principal executive office is located at The Graybar Building, 420
Lexington Ave., Suite 1830 New York, NY 10170, and its telephone number is (212)
697-2509. Our principal administrative office is at 7100 East Belleview Ave.,
Greenwood Village, CO 80111, and its telephone number is (303) 741-2045. We also
have offices in California and Georgia.
Recent Developments
The introduction of our next generation of proprietary, point-of-care
products, Cymedix(R)III, is proceeding with our six active sponsors. Our
improved suite of software products is based upon a robust and device-neutral
architecture that leverages proven workstation, handheld and wireless
technologies and is being installed and tested for Pharmacy, Laboratory and
PlanConnect services. We continue to be in the development and testing phase
with each of our active contracts, and therefore receive no revenue. Revenue
will begin when we reach certain milestones under each contract and we enter the
production phase of the contract. The marketing and development of our Cymedix
suite of software products is our sole business at this time, and a substantial
portion of our net operating loss is due to such efforts. We are funding such
expenses as well as our administrative expenses through the sale of our
securities. We have no significant debt financing available to us.
During 2001, our wholly-owned subsidiary, Automated Design Concepts, Inc.
(ADC) ceased operations in connection with our cost reduction program, which had
been brought on by our inability to raise budgeted capital. It was determined
that the business of the subsidiary was not part of our core business operations
and therefore did not justify our continued financial support. In connection
with the termination of our subsidiaries operations we took a write-off of
goodwill in the amount of $443,000. We also determined that our license of
proprietary software from Zirmed.com had no value to us and had no more than a
nominal market value. As a result, we wrote-off the unamortized value of the
related intangible asset, which was $668,000. We had acquired ADC in early 2000
from an officer and director of the Company for cash and stock valued at
$474,000. He resigned his positions with us on March 2, 2001.
We had approximately $305,000 in cash as of March 31, 2002 with a net
working capital deficit of approximately $1,624,000. During 2001, net cash used
in operating activities was approximately $5,397,000. During the year, we raised
approximately $5,205,000 from the exercise of options and warrants, and the
issuance of common stock, net of offering expenses, and debt. Since December 31,
2001 to March 31, 2002, we have used approximately $1,470,000 in our operating
activities, and raised approximately $1,887,000 from the exercise of options and
warrants, and the issuance of common stock, net of offering expenses, and debt.
We have been delinquent, from time to time, in the payment of our current
obligations, including payments of withholding and other tax obligations. We
continue in discussions and negotiations with institutional sources regarding
debt and equity financings to fund our operations and to permit us to remove the
"going concern" qualification in our auditor's report in connection with the
audit of our annual financial statements. There can be no assurance that
additional investments or financings will be available to us as needed. Failure
to obtain such capital on a timely basis could result in lost business
opportunities, the sale of the Cymedix business at a distressed price or our
financial failure.
We executed an Amended and Restated Common Stock Purchase Warrant with
WellpPoint Pharmacy Management, dated February 18, 2002, to restructure our
obligations to issue warrants to WellPoint. Under that Warrant, we are obligated
to issue up to 7,000,000 shares of our common stock at exercise prices of $0.30
per share for 3,000,000, $0.50 per share for 3,000,000 shares and $1.75 per
share for 1,000,000 shares, if various performance related vesting requirements
are satisfied by WellPoint. Currently, WellPoint has satisfied certain of these
requirements giving WellPoint the right to purchase 1,850,000 shares of our
common stock at $0.30 per share have been earned by WellPoint. WellPoint's
rights to purchase our shares under the Warrant expire on September 8, 2004. The
Warrant grants to WellPoint certain registration rights to require us to
register with the SEC the shares issued to WellPoint for resale to the public.
In the Warrant, WellPoint has agreed to restrict sales to the public of these
shares during the first year after they have been issued to 200,000 shares per
month and 100,000 shares in any five trading days. The Warrant contains
anti-dilution provisions providing that the number of shares that may be
purchased by WellPoint under the Warrant my be adjusted in certain
circumstances.
We entered into a secured convertible loan agreement with WellPoint, dated
February 19, 2002, pursuant to which we borrowed $1,000,000 from WellPoint
Health Networks Inc. The loan becomes payable on February 19, 2003, if not
converted into our common stock. The loan earns annual interest at a floating
rate of 300 basis points over prime, as it is adjusted from time to time, which
is also payable at maturity and may be converted into common stock. Conversion
into common stock is at the option of either WellPoint or Medix at a contingent
conversion price. The conversion price will be either (i) at the price at which
additional shares are sold to other private placement investors if Medix obtains
written commitments for at least an additional $4,000,000 of equity by the close
of business on September 30, 2002, from persons not affiliates of WellPoint, and
if such sales are closed by the maturity date of the loan, or (ii) at a price
equal to 80% of the then-current Fair Market Value (as defined below) if Medix
is unable to obtain a written commitment for the additional equity investment by
the close of business on September 30, 2002 or close the sales by the maturity
date. For this purpose, "Fair Market Value" shall be the average closing price
of Medix common stock for the twenty trading days ending on the day prior to the
day of the conversion. The loan is secured by the grant of a security interest
in all Medix's intellectual property, including its patent, copyrights and
trademarks. While Medix can cure a default in the repayment of the loan at the
fixed maturity date by the forced conversion of the loan into its common stock,
a cross default, breach of representation or warranty, and bankruptcy or similar
event of default will trigger the foreclosure provision of the security
agreement.
USE OF PROCEEDS
The net proceeds from the sale of shares will be received by the selling
shareholders. Medix will not receive any of the proceeds from any sale of the
shares by the selling shareholders. However, Medix will receive the proceeds
from the exercise of warrants and options to purchase the shares to be sold
hereunder. If all related warrants and options are exercised, Medix would
receive proceeds of $234,625. However, rights to exchange the equity value of
some warrants and options in the exercise of other warrants and options could
reduce the amount received in cash upon the exercise the warrants and options
referred to in this Prospectus. Any such proceeds will be used as working
capital.
SELLING SHAREHOLDERS
The table below sets forth information as of March 25, 2002, with respect
to the selling shareholders, including names, holdings of shares of common stock
prior to the offering of the shares, the number of shares being offered for each
account, and the number and percentage of shares of common stock to be owned by
the selling shareholders immediately following the sale of the shares, assuming
all of the offered shares are sold. We have been informed that the voting and
investment control of Nais Corporation is exercised by its sole shareholder,
Mrs. Pauline Winter, and its board of directors, Mrs. Winter, Mr. Eric
Ehrenhaus, Dr. Michael Ehrenhaus and Ms. Fawn Spirgel.
Shares of Shares of Shares of Common
Common Stock Common Stock to be
Beneficially Stock Beneficially Owned After
Owned Before Being the Offering
Name the Offering Offering ----------------------
Number Percentage
-------------------------- ------------- ----------- ---------- -----------
WellPoint Health Networks, Inc. 4,850,000 3,000,000 1,850,000 3.1%
Michael J. Ruxin 243,750 243,750 0 0
Nais Corporation 250,000 90,000 160,000 *
Lyle B. Stewart 200,000 75,000 125,000 *
Fritz & Miller, P.C. 15,035 9,568 5,467 *
Shapiro Forman Allen &
Miller LLP 30,800 19,600 11,200 *
Guli R. Rajani 30,555 19,444 11,111 *
Nicole S. Rajani 30,555 19,444 11,111 *
Ajay G. Rajani 30,555 19,444 11,111 *
------ ------
Total 5,681,250 3,496,250
---------
*less than 1%
Relationship Between Medix and the Selling Shareholders
The selling shareholders have or will acquire the shares of common stock
indicated above upon the conversion of convertible debt or the exercise of
warrants or options issued for services rendered or in settlement of litigation.
None of the persons listed above are affiliates or controlled by affiliates of
the Company. We have a separate contractual obligation to file this registration
with certain of the selling shareholders.
WellPoint Health Network Inc. has made a loan to us that is convertible
into our common stock. The shares that are issuable upon such conversion are
registered for sale pursuant hereto. See "The Company - Recent Developments."
All of the other selling shareholders, other than Mr. Stewart, received
their shares as a result of the settlement of three litigations with us, Michael
J. Ruxin v. Cymedix Lynx Corporation, and Medix Resources, Inc., Guli R. Rajani
v. Medix Resources, Inc., and Yecheskel Munk and the Nais Corporation v. Medix
Resources, Inc. f/k/a International Nursing Services, Inc. They were all
discussed in our 2000 Form 10-KSB. In the first two cases the settlement
involved issuing warrants to the plaintiffs giving them the right to purchase
243,750 and 137,500 shares, respectively, of our common stock at the exercise
price of $0.50 per share. In the third litigation, the plaintiff Nais
Corporation was issued 90,000 shares of our common stock in the negotiated
settlement of the matter. In each settlement the case against us was dismissed
with prejudice. Mr. Rajani has directed a portion of the warrants he received in
the settlement to his wife and son and to the counsel who represented him in his
litigation against us. 50,000 shares covered by Mr. Rajani's settlement warrants
were registered in an earlier registration statement declared effective by the
SEC.
Mr. Stewart, our outside legal counsel, has received a compensatory grant
of options under our 1999 Stock Option Plan covering the shares registered in
his name. They are exercisable at $0.92 per share.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 100,000,000 shares of common stock, par
value $.001 per share, and 2,500,000 shares of preferred stock. As of March 25,
2002, we had outstanding 58,386,516 shares of common stock, 1 share of 1996
Preferred Stock, 50 shares of 1999 Series B Preferred Stock and 375 shares of
1999 Series C Preferred Stock. As of such date, our common stock was held of
record by approximately 400 persons and beneficially owned by approximately
9,000 persons.
Common Stock
Each share of common stock is entitled to one vote at all meetings of
shareholders. Shareholders are not permitted to cumulate votes in the election
of directors. Currently, the Board of Directors consists of six directors, who
serve for staggered terms of three years, with at least two directors elected at
every annual meeting. All shares of common stock are equal to each other with
respect to liquidation rights and dividend rights. There are no preemptive
rights to purchase any additional common stock. In the event of liquidation,
dissolution or winding up of Medix, holders of the common stock will be entitled
to receive on a pro rata basis all assets of Medix remaining after satisfaction
of all liabilities and preferences of the outstanding preferred stock. The
outstanding shares of common stock and the shares of common stock issuable upon
conversion or exercise of derivative securities are or will be, as the case may
be, duly and validly issued, fully paid and non-assessable.
Transfer Agent and Registrar
We have retained Computershare Trust Company, Inc., 350 Indiana Street,
Suite 800, Golden, Colorado 80401, as Transfer Agent and Registrar, for the our
common stock, at telephone number (303) 262-0600.
PLAN OF DISTRIBUTION
The selling shareholders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded. These sales may be at fixed or negotiated prices. The selling
shareholders may use any one or more of the following methods when selling
shares:
o ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
o an exchange distribution in accordance with the rules of the applicable
exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling shareholders to sell a specified
number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
The selling shareholders may also engage in short sales against the box,
puts and calls and other transactions in securities of the Company or
derivatives of Company securities and may sell or deliver shares in connection
with these trades. The selling shareholders may pledge their shares to their
brokers under the margin provisions of customer agreements. If a selling
shareholder defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares. The selling shareholders have advised the Company
that they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their shares other
than ordinary course brokerage arrangements, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling shareholders.
Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
Selling shareholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The Company is required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to
certain of the selling shareholders. Otherwise, all discounts, commissions or
fees incurred in connection with the sale of the common stock offered hereby
will be paid by the selling shareholders. The Company has agreed to indemnify
certain selling shareholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.
Upon the Company being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (vi) other facts
material to the transaction.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers. In addition, in certain
states the shares may not be sold unless the shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
The Company has advised the selling shareholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales of the shares offered hereby.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article 109 of the Colorado Business Corporation Act generally provides
that Medix may indemnify its directors, officers, employees and agents against
liabilities in any action, suit or proceeding whether civil, criminal,
administrative or investigative and whether formal or informal (a "Proceeding"),
by reason of being or having been a director, officer, employee, fiduciary or
agent of Medix, if such person acted in good faith and reasonably believed that
his conduct, in his official capacity, was in the best interests of Medix (or,
with respect to employee benefit plans, was in the best interests of the
participants of the plan), and in all other cases that his conduct was at least
not opposed to Medix's best interests. In the case of a criminal proceeding, the
director, officer, employee or agent must have had no reasonable cause to
believe that his conduct was unlawful. Under Colorado Law, Medix may not
indemnify a director, officer, employee or agent in connection with a proceeding
by or in the right of Medix if the director is adjudged liable to Medix, or in a
proceeding in which the directors, officer employee or agent is adjudged liable
for an improper personal benefit.
Our Articles of Incorporation provide that we shall indemnify its
directors, and officers, employees and agents to the extent and in the manner
permitted by the provisions of the laws of the State of Colorado, as amended
from time to time, subject to any permissible expansion or limitation of such
indemnification, as may be set forth in any shareholders' or directors'
resolution or by contract.
Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to directors, officers
or persons controlling Medix pursuant to the foregoing provisions, Medix has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
AVAILABLE INFORMATION
We are a reporting company and file our annual, quarterly and current
reports, proxy material and other information with the SEC. Reports, proxy
statements and other information concerning Medix filed with the Commission may
be inspected at the Public Reference Room maintained by the Commission at its
office, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material
can be obtained from the Public Reference Room of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The public may obtain
information about the Public reference room in Washington, D.C. by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available at the SEC's Website
at "http://www.sec.gov".
We have filed a registration statement under the Securities Act, with
respect to the securities offered pursuant to this Prospectus. This Prospectus
does not contain all of the information set forth in the registration statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
registration statement and the exhibits filed as a part thereof, which may be
found at the locations and Website referred to above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to the documents filed with the SEC that contains that
information. The information incorporated by reference is an important part of
this Prospectus, and it is important that you review it before making your
investment decision. We hereby incorporate by reference the documents listed
below:
(a) a copy of our Annual Report on Form 10-K for the fiscal year ended December
31, 2001, filed with the SEC on April 1, 2002;
(b) copies of the our Forms 8-K, filed with the SEC on January 18, March 4, and
March 25, 2002 .
We are delivering with this Prospectus a copy of the Form 10-K referred to
above. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus, or made herein, shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document, which also is
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this Prospectus and prior to the termination of the Offering
pursuant to this Prospectus shall be deemed to be incorporated by reference and
to be a part of this Prospectus from the date of filing of such documents.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this Prospectus is delivered, upon oral or written
request of any such person, a copy of any or all of the documents incorporated
herein by reference, other than the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests should be directed to Investor Relations
Department, Medix Resources, Inc., 7100 E. Belleview Avenue, Suite 301,
Greenwood Village, Colorado 80111, telephone (303) 741-2045.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for us by
Lyle B. Stewart, P.C. Lyle B. Stewart, P.C. has been granted options to purchase
25,000 shares of Medix common stock at an exercise price of $0.26 per share, and
Mr. Stewart, individually, has been granted options to purchase 100,000 and
75,000 shares of Medix common stock at exercise prices of $3.38 and $0.92 per
share, respectively.
EXPERTS
The consolidated financial statements of Medix as of December 31, 2001, and
for each of the three years in the period ended December 31, 2001 appearing in
our 2001 Form 10-K have been audited by Ehrhardt Keefe Steiner & Hottman P.C.,
independent auditors, as stated in their report appearing therein, and have been
incorporated herein by reference in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the Shares being
registered hereby.
SEC Registration Fee....................$ 242
Blue Sky Filing Fees and Expenses....... 0*
Accountants' Fees and Expenses.......... 1,000*
Legal Fees and Expenses.................25,000*
Miscellaneous........................... 0*
----------
TOTAL..........................................$26,242*
--------------------
* Estimated, subject to change.
The Company will bear all of the above expenses of the registration of the
Shares.
Item 15. Indemnification of Directors and Officers.
See "INDEMNIFICATION OF OFFICERS AND DIRECTORS" in the Prospectus.
Item 16. Exhibits.
Exhibit
Number Description
------- -----------
5.1 Opinion of Lyle B. Stewart, Esq
10.1 Participation Agreement, dated as of April 2, 2001,
between Medix and Kaiser Foundation Health Plan of Georgia,
Inc. (Portions of this Exhibit have been omitted pursuant to a
request for confidential treatment filed with the Office of the
Secretary of the SEC)*
10.2 Agreement, dated as of October 18, 2001, between
Medix and Merck-Medco Managed Care, L.L.C. (Portions of this
Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Office of the Secretary
of the SEC)*
10.3 Vendor Services Agreement, dated as of September 28, 2001,
between Medix and Express Scripts, Inc.
(Portions of this Exhibit have been omitted pursuant to a
request for confidential treatment filed with the Office of the
Secretary of the SEC)*
10.4 Binding Letter of Intent for Pilot and
Production Programs, dated September 8, 1999, between Medix,
Cymedix and Professional Claims Services, Inc. (d/b/a WellPoint
Pharmacy Management) (Portions of this Exhibit have been
omitted pursuant to a request for confidential treatment filed
with the Office of the Secretary of the SEC)*
10.5 Pilot Agreement, dated as of December 28, 1999,
between Cymedix and Professional Claims Services, Inc. (d/b/a
WellPoint Pharmacy Management) (Portions of this Exhibit have
been omitted pursuant to a request for confidential treatment
filed with the Office of the Secretary of the
SEC)*
10.6 Agreement For Internet Medical Communications Network, dated
March 2, 2000, between Cymedix and Loyola University Medical
Center. (Portions of this Exhibit have been omitted pursuant
to a request for confidential treatment filed with the Office
of the Secretary of the SEC)*
10.7 Amended and Restated Common Stock Purchase Warrant,
as amended February 18, 2002, issued to Professional Claims
Services, Inc (d/b/a WellPoint Pharmacy Management)*
10.8 Securities Purchase Agreement, dated February 19,
2002, between Medix and WellPoint Health Networks Inc.*
10.9 General Security Agreement, dated February
19, 2002, among Medix, Cymedix and WellPoint Health Networks
Inc.*
23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.
23.2 Consent of Lyle B. Stewart, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney(included on Signature Page)
-----------------
* Previously Filed
Item 17. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on March 28, 2002.
MEDIX RESOURCES, INC.
By _ /s/John R. Prufeta_
--------------------
John R. Prufeta,
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints John R. Prufeta and Gary L. Smith, and each of them,
his or her true and lawful attorney-in-fact, with full power of substitution,
for him in any and all capacities, to execute and cause to be filed with the
Securities and Exchange Commission any and all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
_/s/John R. Prufeta_ President, Chief Executive March 28, 2002
--------------------
John R. Prufeta Officer and Director
(Principal Executive
Officer)
_/s/Gary L. Smith_ Executive Vice President March 28, 2002
------------------
Gary L. Smith and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
__/s/John T. Lane__ Director March 28, 2002
-----------------
John T. Lane
/s/David B. Skinner Director March 28, 2002
-----------------------
David B. Skinner
_/s/Samuel H. Havens_ Director March 28, 2002
---------------------
Samuel H. Havens
/s/Joan E. Herman Director March 28, 2002
------------------
Joan E. Herman
/s/Patrick W. Jeffries Director March 28, 2002
----------------------
Patrick W. Jeffries
/s/Guy L. Scalzi Director March 28, 2002
----------------
Guy L. Scalzi
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Lyle B. Stewart, Esq.
10.1 Participation Agreement, dated as of April 2, 2001,
between Medix, Cymedix and Kaiser Foundation Health Plan of
Georgia, Inc. (Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment filed with the
Office of the Secretary of the SEC)*
10.2 Agreement, dated as of October 18, 2001, between
Medix and Merck-Medco Managed Care, L.L.C. (Portions of this
Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Office of the Secretary
of the SEC)*
10.3 Vendor Services Agreement, dated as of
September 28, 2001, between Medix and Express Scripts, Inc.
(Portions of this Exhibit have been omitted pursuant to a
request for confidential treatment filed with the Office of the
Secretary of the SEC)*
10.4 Binding Letter of Intent for Pilot and
Production Programs, dated September 8, 1999, between Medix,
Cymedix and Professional Claims Services, Inc. (d/b/a WellPoint
Pharmacy Management) (Portions of this Exhibit have been
omitted pursuant to a request for confidential treatment filed
with the Office of the Secretary of the
SEC)*
10.5 Pilot Agreement, dated as of December 28, 1999,
between Cymedix and Professional Claims Services, Inc. (d/b/a
WellPoint Pharmacy Management) (Portions of this Exhibit have
been omitted pursuant to a request for confidential treatment
filed with the Office of the Secretary of the
SEC)*
10.6 Agreement For Internet Medical Communications Network, dated
March 2, 2000, between Cymedix and Loyola University Medical
Center. (Portions of this Exhibit have been omitted pursuant
to a request for confidential treatment filed with the Office
of the Secretary of the SEC)*
10.7 Amended and Restated Common Stock Purchase Warrant,
as amended February 18, 2002, issued to Professional Claims
Services, Inc (d/b/a WellPoint Pharmacy Management)*
10.8 Securities Purchase Agreement, dated February 19,
2002, between Medix and WellPoint Health Networks
Inc.*
10.9 General Security Agreement, dated February
19, 2002, among Medix, Cymedix and WellPoint Health Networks
Inc.*
23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.
23.2 Consent of Lyle B. Stewart, Esq.
(included in Exhibit 5.1)
24.1 Power of Attorney(included on Signature Page)
--------
*Filed previously