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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
_______________________
PROXYMED, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
744290305
(CUSIP Number)
THOMAS J. MURPHY
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
GREENWICH, CONNECTICUT 06830
TEL. NO.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
DECEMBER 5, 2003
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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744290305 Page 2 of 22
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 2,118,645
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,118,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,645
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
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14 TYPE OF REPORTING PERSON
OO
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744290305 Page 3 of 22
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 74, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 2,118,645
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,118,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,645
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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744290305 Page 4 of 22
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 2,118,645
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,118,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,645
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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744290305 Page 5 of 22
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GapStar, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 2,118,645
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,118,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,645
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
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744290305 Page 6 of 22
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO GmbH & Co. KG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 2,118,645
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,118,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,645
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
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744290305 Page 7 of 22
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO Management GmbH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 2,118,645
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,118,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,645
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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744290305 Page 8 of 22
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D is
filed by the undersigned to amend and supplement the Schedule 13D, dated April
5, 2002 (the "Original Schedule 13D"), with respect to the shares of Common
Stock, par value $0.001 per share (the "Common Stock"), of ProxyMed, Inc., a
Florida corporation (the "Company"). The address of the principal executive
office of the Company is 2555 Davie Road, Suite 110, Fort Lauderdale, Florida
33317.
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS
FOLLOWS:
This statement is being filed by a group, as defined in Rule
13d-5 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The members of the group are General
Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General
Atlantic Partners 74, L.P., a Delaware limited partnership ("GAP 74"), GAP
Coinvestment Partners II, L.P., a Delaware limited partnership ("GAPCO II"),
GapStar, LLC, a Delaware limited liability company ("GapStar"), GAPCO GmbH & Co.
KG, a German limited partnership ("KG"), and GAPCO Management GmbH, a German
corporation ("GmbH Management" and, collectively with GAP, GAP 74, GAPCO II,
GapStar and KG, the "Reporting Persons"). The Reporting Persons (other than KG
and GmbH Management) are located at 3 Pickwick Plaza, Greenwich, Connecticut
06830. KG and GmbH Management are located c/o General Atlantic Partners GmbH,
Koenigsallee 62, 40212 Duesseldorf, Germany. Each of the Reporting Persons is
engaged in acquiring, holding and disposing of interests in various companies
for investment purposes. The general partner of GAP 74 is GAP. GAP is also the
Managing Member of GapStar. GmbH Management is the
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744290305 Page 9 of 22
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general partner of KG. The managing members of GAP are Steven A. Denning, Peter
L. Bloom, Peter L.S. Currie, Mark F. Dzialga, Erik Engstrom, Klaus Esser, David
C. Hodgson, William O. Grabe, William E. Ford, Braden R. Kelly, Rene M. Kern,
Marc F. McMorris, Matthew Nimetz, Clifton S. Robbins, Franchon M. Smithson, Tom
C. Tinsley, Philip P. Trahanas, Florian Wendelstadt and John Wong (collectively,
the "GAP Managing Members"). The GAP Managing Members (other than Mr. Esser) are
also the general partners of GAPCO II. The business address of each of the GAP
Managing Members (other than Messrs. Esser, Currie, Kelly, Tinsley, Wendelstadt
and Wong) is 3 Pickwick Plaza, Greenwich, Connecticut 06830. The business
address of Mr. Esser is Koenigsallee 62, 40212, Duesseldorf, Germany. The
business address of Mr. Wendelstadt is 83 Pall Mall, Sixth Floor, London SW1Y
5ES, United Kingdom. The business address of Messrs. Currie and Kelly is 228
Hamilton Avenue, Palo Alto, California 94301. The business address of Mr.
Tinsley is 11600 Sunrise Valley Drive, Reston, Virgina 20191. The business
address of Mr. Wong is 24 Raffles Place, 29-04 Clifford Center, Singapore
048621. Messrs. Esser, Kern and Wendelstadt are citizens of Germany; Mr.
Engstrom is a citizen of Sweden; and Mr. Wong is a citizen of Singapore. Each of
the GAP Managing Members, other than Messrs. Engstrom, Esser, Kern, Wendelstadt
and Wong, is a citizen of the United States. The present principal occupation or
employment of each of the GAP Managing Members is as a managing member of GAP.
None of the Reporting Persons and none of the above
individuals has, during the last five years, been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction or subject to any judgment, decree or final
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744290305 Page 10 of 22
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order finding any violation of federal or state securities laws or enjoining
future violations of, or prohibiting or mandating activities subject to, such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS
FOLLOWS:
The Original Schedule 13D was filed as a result of the closing
of the transactions, on April 5, 2002, contemplated by the Stock and Warrant
Purchase Agreement, dated March 26, 2002, by and among the Company, GAP 74,
GAPCO II, GapStar and KG (the "Original Stock Purchase Agreement"), pursuant to
which the Company sold to GAP 74, GAPCO II, GapStar and KG an aggregate of
1,569,366 shares of Common Stock at a price per share of $15.93, resulting in an
aggregate purchase price of $25,000,000 and warrants to purchase 549,279 shares
of Common Stock (the "Original Warrants") for an aggregate purchase price of
$25,000. The exercise price for the Original Warrants is $15.93. The Original
Warrants expire on April 5, 2004.
On July 8, 2003, pursuant to the terms of the Original Stock
Purchase Agreement, the Company issued and sold to GAP 74, GAPCO II, GapStar and
KG warrants to purchase 243,882 shares of Common Stock (the "Additional
Warrants") for an aggregate purchase price of $1,000. The exercise price of the
Additional Warrants is $16.50 per share. The Additional Warrants are exercisable
in annual traunches of 81,294 shares based on the periodic achievement of
certain revenue thresholds by the Company related to a services agreement the
Company entered into on July 3, 2003 with First Data Resources, Inc. The
Additional Warrants may not be exercised, if ever, until December 31, 2004, and
therefore the Reporting Persons are not currently deemed to "beneficially own"
the shares of Common Stock underlying the Additional Warrants (as provided in
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744290305 Page 11 of 22
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Rule 13d-3(d) of the General Rules and Regulations of the Exchange Act) and they
are excluded from the aggregate number of shares listed in this Amendment No. 1.
All of the funds were obtained from contributions from
partners of GAP 74, GAPCO II and KG, and advances under an existing credit
facility for GapStar.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS
FOLLOWS:
The Reporting Persons acquired (or will be acquiring)
beneficial ownership of the shares of Common Stock described in this Amendment
No. 1 for investment purposes. From time to time the Reporting Persons may
acquire additional shares of Common Stock and dispose of some or all of the
shares of Common Stock owned by them. Additionally, on the date that is sixty
days prior to the first date that the Additional Warrants may be exercised, and
on each of the two succeeding anniversaries of such date, the Reporting Persons
may acquire beneficial ownership of up to an additional 81,294 shares of Common
Stock underlying the Additional Warrants.
Under the terms of the Original Stock Purchase Agreement,
Braden R. Kelly was appointed to the Board of Directors of the Company (the
"Board of Directors") effective as of April 5, 2002, and the Company is
obligated to create an additional vacancy on the Board of Directors and to cause
such vacancy to be filled by a nominee of GAP 74.
This Amendment No. 1 is being filed as a result of GAP 74,
GAPCO II, GapStar and KG (the "GA Signatories") entering into a Voting
Agreement, dated as of December 5, 2003 (the "Voting Agreement"), with Planvista
Corporation, a Delaware corporation ("Planvista"), and the Company, pursuant to
which the GA Signatories agreed, among other things, to vote (and grant a proxy
to Planvista and certain of its
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744290305 Page 12 of 22
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executive officers to vote) all of the shares of Common Stock held by the GA
Signatories (i) in favor of the adoption of the Merger Agreement (as defined in
Item 6 below) and the approval of other actions contemplated by the Merger
Agreement and any actions required in furtherance thereof, (ii) in favor of the
approval of the issuance of shares of Common Stock in connection with the Merger
(as defined in Item 6 below) pursuant to the terms of the Merger Agreement and
pursuant to the Second Stock Purchase Agreement (as defined below), (iii) in
favor of the amendment to the Company's Articles of Incorporation to increase
the authorized number of shares of Common Stock to 30 million, (iv) against any
action or agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or agreement of the
Company or its wholly owned subsidiary, Planet Acquisition Corp., a Delaware
corporation ("Merger Sub") under the Merger Agreement or the Voting Agreement,
and (v) against any action or agreement that would reasonably be expected to
impede, interfere with, delay or attempt to discourage the Merger.
Simultaneously with the execution of the Voting Agreement, the
Company entered into a Stock Purchase Agreement, dated as of December 5, 2003
(the "Second Stock Purchase Agreement"), with General Atlantic Partners 77,
L.P., a Delaware limited partnership ("GAP 77"), GAPCO II, GapStar, KG and
certain other parties named therein pursuant to which the Company agreed to
issue and sell to GAP 77, GAPCO II, GapStar and KG and such persons agreed,
subject to the satisfaction of certain conditions, to purchase an aggregate of
1,263,157 shares of Common Stock (the "Second Purchased Shares") at a price per
share of $14.25, resulting in an aggregate purchase price of $17,999,987.25.
Upon consummation of the transactions contemplated by the Second Stock Purchase
Agreement, the Reporting Persons will each beneficially own all of the
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744290305 Page 13 of 22
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Second Purchased Shares and GAP 77 will beneficially own all of the shares of
Common Stock described in this Amendment No. 1 and all of the Second Purchased
Shares. The consummation of the transactions contemplated by the Second Stock
Purchase Agreement may not close within the next 60 days, and therefore the
Reporting Persons are not currently deemed to "beneficially own" the Second
Purchased Shares (as provided in Rule 13d-3(d) of the General Rules and
Regulations of the Exchange Act) and they are excluded from the aggregate number
of shares listed in this Amendment No. 1.
The Voting Agreement, Merger Agreement and Second Stock
Purchase Agreement are described in greater detail in Item 6 below.
None of the Reporting Persons has any other plans which relate
to or would result in any of the items listed in paragraphs (a) through (j) of
Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS
FOLLOWS:
(a) As of the date hereof, GAP, GAP 74, GAPCO II,
GapStar, KG and GmbH Management each own of record or have the right to exercise
Original Warrants for, no shares of Common Stock, 1,741,258 shares of Common
Stock, 236,441 shares of Common Stock, 137,457 shares of Common Stock, 3,471
shares of Common Stock and no shares of Common Stock, respectively, representing
0.0%, 23.7%, 3.2%, 1.9%, 0.05% and 0.0% of the Company's issued and outstanding
shares of Common Stock, assuming the exercise of all of the Original Warrants.
By virtue of the fact that (i) the GAP Managing Members (other
than Mr. Esser) are also the general partners authorized and empowered to vote
and dispose of the securities held by GAPCO II, (ii) GAP is the general partner
of GAP 74 and the managing member of GapStar and (iii) the GAP Managing Members
are authorized and
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744290305 Page 14 of 22
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empowered to vote and dispose of the securities held by KG, the Reporting
Persons may be deemed to share voting power and the power to direct the
disposition of the shares of Common Stock, which each owns of record. As of the
date hereof, each of the Reporting Persons may be deemed to own beneficially an
aggregate of 2,118,645 shares of Common Stock, or 28.9% of the Common Stock
assuming exercise of all of the Original Warrants.
(b) Each of the Reporting Persons has the shared power to
direct the vote and the shared power to direct the disposition of the 2,118,645
shares of Common Stock that may be deemed to be owned beneficially by each of
them.
(c) Except as set forth herein, to the knowledge of the
Reporting Persons with respect to the persons named in response to paragraph
(a), none of the persons named in response to paragraph (a) has effected any
transactions in shares of Common Stock during the past 60 days.
(d) No person other than the persons listed is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any securities owned by any member of the
group.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH
RESPECT TO THE ISSUER.
ITEM 6 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS
FOLLOWS:
As noted above, the GAP Managing Members (other than Mr.
Esser) are authorized and empowered to vote and dispose of the securities held
by GAPCO II, and GAP is authorized and empowered to vote and dispose of the
securities held by GAP 74 and GapStar. The GAP Managing Members are also
authorized and empowered to vote
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744290305 Page 15 of 22
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and dispose of securities held by KG. Accordingly, GAP and the GAP Managing
Members may, from time to time, consult among themselves and coordinate the
Common Stock voting and disposition of the shares of the Company's shares of
Common Stock, as well as such other action taken on behalf of the Reporting
Persons with respect to the Company's shares of Common Stock as they deem to be
in the collective interest of the Reporting Persons.
As described in Item 3 above, on March 26, 2002, GAP 74, GAPCO
II, GapStar and KG entered into the Original Stock Purchase Agreement pursuant
to which GAP 74, GAPCO II, GapStar and KG purchased, on April 5, 2002, an
aggregate of 1,569,366 shares of Common Stock for an aggregate purchase price of
$25,000,000 and Original Warrants to purchase 549,279 shares of Common Stock (at
an exercise price of $15.93 per share of Common Stock) for an aggregate purchase
price of $25,000.
Pursuant to the Original Stock Purchase Agreement, the Company
appointed Braden R. Kelly to the Board of Directors and agreed to cause another
vacancy to be created and appoint a second designee of GAP 74 to fill such
vacancy. As long as GAP 74, GAPCO II, GapStar and KG and their affiliates (as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act) continue to beneficially own in the aggregate at least the Minimum
Ownership Percentage (as defined in the Original Stock Purchase Agreement) at
each annual meeting of the stockholders of the Company held for the purpose of
electing directors of the Company, GAP 74 shall be entitled to designate two
designees to the Board of Directors, which designees shall be reasonably
acceptable to the Board of Directors.
Simultaneously with the Original Closing, the Company, GAP 74,
GAPCO II, GapStar and KG entered into the Registration Rights Agreement, dated
April
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744290305 Page 16 of 22
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5, 2002 (the "Original Registration Rights Agreement"). Pursuant to the Original
Registration Rights Agreement, GAP 74, GAPCO II, GapStar and KG, as a group,
have one demand registration right for an underwritten offering and customary
"piggy-back" registration rights pursuant to which they will have a right to
participate in registrations initiated by the Company or other stockholders of
the Company. Additionally, GAP 74, GAPCO II, GapStar and KG have the right to
request that the Company file a "shelf" registration statement on Form S-3 under
the Securities Act, allowing for public sales of some or all of the shares of
Common Stock held by such parties on a continuous basis.
The Company and Merger Sub entered into an Agreement and Plan
of Merger, dated as of December 5, 2003 (the "Merger Agreement"), with
Planvista, pursuant to which Merger Sub will be, subject to the closing
conditions set forth in the Merger Agreement, merged with and into Planvista
(the "Merger"), with all of the outstanding capital stock of Planvista being
converted into the right to receive shares of Common Stock, as set forth in the
Merger Agreement.
To induce Planvista to enter into the Merger Agreement, the GA
Signatories have entered into the Voting Agreement described in Item 4 above,
pursuant to which they have agreed, among other things, to vote (and grant a
proxy to Planvista and certain of its executive officers to vote) all of the
shares of Common Stock held by the GA Signatories (i) in favor of the adoption
of the Merger Agreement and the approval of other actions contemplated by the
Merger Agreement and any actions required in furtherance thereof, (ii) in favor
of the approval of the issuance of shares of Common Stock in connection with the
Merger pursuant to the terms of the Merger Agreement and pursuant to the Second
Stock Purchase Agreement, (iii) in favor of the amendment to the Company's
Articles of Incorporation to increase the authorized number of shares of
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744290305 Page 17 of 22
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Common Stock to 30 million, (iv) against any action or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Company or Merger Sub under the Merger
Agreement or the Voting Agreement, and (v) against any action or agreement that
would reasonably be expected to impede, interfere with, delay or attempt to
discourage the Merger. However, the GA Signatories are not obligated to vote in
favor of the foregoing actions if the Board of Directors withholds, withdraws,
amends or modifies its recommendation in favor of the Merger as permitted
pursuant to the Merger Agreement. In addition, through and until the
consummation of the Merger or the termination of the Merger Agreement in
accordance with its terms, the GA Signatories have agreed not to transfer their
shares of Common Stock.
Simultaneously with the signing of the Merger Agreement, the
Company, GAP 77, GAPCO II, GapStar, KG and certain other parties named therein
entered into the Second Stock Purchase Agreement pursuant to which, as described
in Item 4 above, the Company agreed to issue and sell to GAP 77, GAPCO II,
GapStar and KG, and such persons agreed, subject to the satisfaction of certain
conditions, to purchase an aggregate of 1,263,157 shares of Common Stock at a
price per share of $14.25, resulting in an aggregate purchase price of
$17,999,987.25.
Pursuant to the terms of the Second Stock Purchase Agreement,
GAP 77, GAP 74, GAPCO II, GapStar and KG have agreed to a one year "lock-up"
provision with respect to all but 434,568 shares of Common Stock beneficially
owned by each of GAP 77, GAP 74, GAPCO II, GapStar and KG on the date hereof or
purchased pursuant to the Second Stock Purchase Agreement (the "Restricted
Shares"). Accordingly, GAP 77, GAP 74, GAPCO II, GapStar and KG may not transfer
any Restricted Shares prior to the
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744290305 Page 18 of 22
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first anniversary of the closing date of the purchase of shares pursuant to the
Second Stock Purchase Agreement (which is expected to be simultaneously with the
consummation of the Merger), except (i) GAP 77, GAP 74, GAP Coinvestment,
GapStar and KG may transfer, in the aggregate, so many Restricted Shares in any
three month period as would be permitted pursuant to Rule 144(e)(1)(i)
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933 (as in effect on December 5, 2003) whether or not Rule 144(e)(1)(i) is
applicable and whether or not the other conditions set forth in Rule 144 are
satisfied, (ii) to affiliates of GAP 77, GAP 74, GAP Coinvestment, GapStar or
KG, (iii) in connection with a sale of the Company and (iv) in any other
transfer which has been approved in advance by the Board of Directors.
As a condition to closing the transactions contemplated by the
Second Stock Purchase Agreement, the Company, GAP 77, GAP 74, GAPCO II, GapStar,
KG and certain other parties named therein are expected to enter into an Amended
and Restated Registration Rights Agreement (the "Amended and Restated
Registration Rights Agreement") pursuant to which GAP 77, GAP 74, GAPCO II,
GapStar and KG will have the same registration rights described above in the
Original Registration Rights Agreement. The primary purpose for entering into
the Amended and Restated Registration Rights Agreement is to add GAP 77 and
certain other unrelated persons as a party thereto.
The foregoing summaries of the Original Stock Purchase
Agreement, the Original Warrants, the Original Registration Rights Agreement,
the Merger Agreement, the Second Stock Purchase Agreement, the Voting Agreement
and the Amended and Restated Registration Rights Agreement are qualified in
their entirety by reference to Exhibits 4, 5, 6, 7, 8, 9 and 10 which are
incorporated by reference herein.
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744290305 Page 19 of 22
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1: Agreement relating to the filing of joint
acquisition statements as required by Rule
13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended.
Exhibit 2: Power of Attorney dated December 20, 2002
appointing Thomas J. Murphy Attorney-in-Fact
for GAP.
Exhibit 3: Power of Attorney dated December 20, 2002
appointing Thomas J. Murphy Attorney-in-Fact
for GAPCO II.
Exhibit 4: Stock and Warrant Purchase Agreement, dated
March 26, 2002, by and among ProxyMed, Inc.,
General Atlantic Partners 74, L.P., GAP
Coinvestment Partners II, L.P., GapStar, LLC
and GAPCO GmbH & Co. KG (incorporated by
reference to Exhibit 10.1 of the Company's
Form 8-K as filed with the Securities and
Exchange Commission on March 29, 2002).
Exhibit 5: Form of Common Stock Purchase Warrants
(incorporated by reference to Exhibit 5 of
the Original Schedule 13D as filed with the
Securities and Exchange Commission on April
8, 2002).
Exhibit 6: Form of Registration Rights Agreement by and
among ProxyMed, Inc., General Atlantic
Partners 74, L.P., GAP Coinvestment Partners
II, L.P., GapStar, LLC and GAPCO GmbH & Co.
KG (incorporated by reference to Exhibit
10.3 of the Company's Form 8-K as filed with
the Securities and Exchange Commission on
March 29, 2002).
Exhibit 7: Agreement and Plan of Merger, dated as of
December 5, 2003, by and among the Company,
Merger Sub and Planvista (incorporated by
reference to Exhibit 2.1 of Form S-4 as
filed by the Company with the Securities and
Exchange Commission on December 9, 2003).
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744290305 Page 20 of 22
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Exhibit 8: Stock Purchase Agreement, dated as of
December 5, 2003, by and among the Company,
GAP 77, GAPCO II, GapStar, KG and certain
other parties named therein (incorporated by
reference to Exhibit 2.2 of Form S-4 as
filed by the Company with the Securities and
Exchange Commission on December 9, 2003).
Exhibit 9: Voting Agreement, dated as of December 5,
2003, by and among Planvista, the Company,
GAP 74, GAPCO II, GapStar, and KG
(incorporated by reference to Exhibit 10.2
of Form S-4 filed by the Company with the
Securities and Exchange Commission on
December 9, 2003).
Exhibit 10: Form of Amended and Restated Registration
Rights Agreement, by and among the Company,
GAP 74, GAP 77, GAPCO II, GapStar, KG and
certain other parties named therein.
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744290305 Page 21 of 22
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated December 10, 2003.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
---------------------------------------
Name: Thomas J. Murphy
Title: Attorney-in-Fact
GENERAL ATLANTIC PARTNERS 74, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
---------------------------------------
Name: Thomas J. Murphy
Title: Attorney-in-Fact
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Thomas J. Murphy
---------------------------------------
Name: Thomas J. Murphy
Title: Attorney-in-Fact
GAPSTAR, LLC
By: General Atlantic Partners, LLC,
Its managing member
By: /s/ Thomas J. Murphy
---------------------------------------
Name: Thomas J. Murphy
Title: Attorney-in-Fact
GAPCO GMBH & CO. KG
By: GAPCO Management GmBH,
Its general partner
By: /s/ Thomas J. Murphy
---------------------------------------
Name: Thomas J. Murphy
Title: Procuration Officer
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744290305 Page 22 of 22
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GAPCO MANAGEMENT GMBH
By: /s/ Thomas J. Murphy
---------------------------------------
Name: Thomas J. Murphy
Title: Procuration Officer