SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
PROXYMED, INC. (FT. LAUDERDALE)
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
744290305
(CUSIP Number of Class of Securities)
Michael Falk
PVC Funding Partners, LLC
830 Third Avenue
New York, NY 10022
(212) 829-5800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan I. Annex, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, NY 10166
(212) 801-9200
March 2, 2004
(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 that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
(continued on following pages)
Page 1 of 13 Pages
CUSIP No.744290305 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
PVC Funding Partners, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
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
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,080,115
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,080,115
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080,115
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13 Pages
CUSIP No.744290305 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Michael Falk
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF/PF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 145,440
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,626,703
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 145,440
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,626,703
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,626,703
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13 Pages
Item 1. Security and Issuer.
This Amendment No. 1 to the statement on Schedule 13D ("Amendment No.
1") amends and restates the Statement of Beneficial Ownership on Schedule 13D
filed on March 12, 2004 and relates to shares (the "Shares") of the Common
Stock, $0.01 par value per share (the "Common Stock") of ProxyMed, Inc., a
Florida corporation (the "Issuer") that were issued by the Issuer to each
Reporting Person on March 2, 2004 in connection with the merger of Planet
Acquisition Corp., the wholly-owned subsidiary of the Issuer ("Sub") with and
into PlanVista Corporation ("PV"), pursuant to the terms and conditions of an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 5,
2003, by and among the Issuer, PV and Sub. The principal executive offices of
the Issuer are located at 2555 Davie Road, Suite 110, For Lauderdale, FL
33317-7424.
Item 2. Identity and Background.
This statement is filed jointly by PVC Funding Partners, LLC, a
Delaware limited liability company ("PVC Funding") and Michael Falk, an
individual ("Falk") and the managing partner of ComVest Venture Partners, L.P.,
a Delaware limited partnership ("ComVest Venture"), the principal member of PVC
Funding. PVC Funding is managed by Commonwealth Associates Group Holdings, LLC,
a Delaware limited liability company ("CAGH") and ComVest Venture.
Falk is the managing partner of ComVest Venture, the principal member
of PVC Funding. In addition, Falk is the Chairman and the principal member of
CAGH, which is an affiliate of PVC Funding. CAGH also owns Commonwealth
Management, LLC, a Delaware limited liability company ("Commonwealth
Management"), which is the general partner of Commonwealth Associates. Further,
Falk is the managing member of each of Commonwealth Associates Liquidation LLC,
a Delaware limited liability company ("Commonwealth Liquidation") and ComVest
Capital Partners LLC, a Delaware limited liability company ("ComVest Capital"),
both affiliates of PVC Funding. Falk is a citizen of the United States of
America.
The business address for PVC Funding, Falk and each of the other
individuals described in this Item 2 is 830 Third Avenue, 4th Floor, New York,
New York 10022.
(d) and (e). During the last five years, neither PVC Funding nor Falk
nor any other person enumerated in this Item 2, has 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 and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Page 4 of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement and Plan of Merger, dated December 5, 2003
(the "Merger Agreement"), by and among the Issuer, the Sub and PV, the Sub was
merged (the "Merger Transaction") with and into PV and the holders of capital
stock of PV exchange their respective shares of capital stock of PV for shares
of capital stock of the Issuer. Each outstanding share of common stock of PV was
cancelled and exchanged for .08271 shares of Common Stock. In addition, each
share of Series C Preferred Stock of PV was converted into shares of common
stock of PV at the internal rate of 751.8796992 and each resulting share of
common stock of PV was exchanged for .06852 shares of Common Stock.
In connection with the Merger Transaction, the Issuer entered into a
Stock Purchase Agreement, dated as of December 5, 2003 (the "Stock Purchase
Agreement"), with PVC Funding, ComVest Venture and the other individuals named
therein. In accordance with the Stock Purchase Agreement, PVC Funding purchased
175,438 shares of Common Stock in exchange for a purchase price of $2,500,000 at
a rate of $14.25 per share. In addition, ComVest Venture purchased 112,281
shares of Common Stock in exchange for a purchase price of $1,600,000 at a rate
of $14.25 per share. In each case, the purchase price was paid from working
capital of PVC Funding or ComVest Venture, as applicable, each of which maintain
an investment fund, consisting of capital contributions from its members and
capital appreciation derived therefrom for the principal purpose of buying and
selling securities and interests in domestic and foreign securities, including,
without limitation, convertible securities, stock index features contracts,
options, puts and calls on stock and warrants.
Item 4. Purposes of Transaction.
PV, of which PVC Funding is a principal stockholder, entered into the
Merger Agreement in furtherance of PV's long-term business strategy. PVC Funding
and ComVest Venture each purchased shares of Common Stock under the Stock
Purchase Agreement for investment purposes and not with the view to or for sale
in connection with any distribution thereof.
Except in the ordinary course of business or as set forth below,
neither Reporting Person has any present intention or plans or proposals which
relate to or could result in any of the matters referred to in paragraphs (a)
through (j) of Item 4 of Schedule 13D. In accordance with Section 8.5 of the
Stock Purchase Agreement, PVC Funding, ComVest Venture and certain other of
their respective affiliates that purchased shares of Common Stock of the Issuer
pursuant to the Stock Purchase Agreement, shall not sell (directly or
indirectly) any of the shares of Common Stock purchased or received by such
individuals in the Merger Transaction except such individuals shall be entitled
to sell, in the aggregate, that number of such shares in any three (3) month
period as would be permitted to be sold pursuant to Rule 144(e)(1)(i) of the
Securities Act of 1933, as amended (the "Act"). In addition, such individuals
shall be entitled to sell their shares of Common Stock of the Issuer to certain
permitted transferees, in connection with certain sale transactions of the
Issuer, and in transactions that are otherwise approved by the Board of
Directors of the Issuer.
Page 5 of 13 Pages
As contemplated by the Amended and Restated Registration Rights
Agreement, dated as of March 2, 2004, by and among the Issuer, PVC Funding,
ComVest Venture and the other individuals named therein (the "Registration
Rights Agreement"), PVC Funding and ComVest Venture and certain of their
respective affiliates who purchased shares of Common Stock of the Issuer (the
"Affiliates") shall be entitled, at any time, to demand (upon the affirmative
vote of a majority-in-interest of PVC Funding, ComVest and the Affiliates) that
the Issuer register for resale under the Act all or a portion of the shares of
Common Stock held by PVC Funding, ComVest Venture and the Affiliates, subject to
certain customary cut-backs and hold-back provisions. In addition, PVC Funding,
ComVest Venture and the Affiliates shall be entitled to exercise customary
"piggyback" registration rights at any time. Further, PVC Funding, ComVest
Venture and the Affiliates shall be entitled to request (upon the affirmative
vote of a majority-in-interest of PVC Funding, ComVest and the Affiliates) that
the Company register for resale under the Act on Form S-3 all or a portion of
the shares of Common Stock held by PVC Funding, ComVest Venture and the
Affiliates, subject to certain customary cut-backs and hold-back provisions.
Notwithstanding anything to the contrary contained herein, each
Reporting Person reserves the right, depending on all relevant factors, to
change its intention with respect to any and all of the matters referred to
above.
The foregoing descriptions of the Merger Transaction, the Merger
Agreement, the Stock Purchase Agreement and the Registration Rights Agreement
are not intended to be complete and are qualified in their entirety by the
complete texts of each such agreement, which are incorporated herein by
reference. Copies of the Merger Agreement, the Stock Purchase Agreement and the
Registration Rights Agreement are filed as Exhibits 1, 2, and 3 hereto,
respectively. This Amendment No. 1 to statement of beneficial ownership is being
filed to correct an error in the number of options held by Falk which was
previously incorrectly disclosed, and to report an increase in Falk's direct
ownership as the result of a distribution by ComVest Capital Partners, LLC.
Item 5. Interests in Securities of the Issuer.
(a) As of the close of business on the date hereof, PVC Funding
beneficially owned a total of 2,080,115 shares of common stock of the Issuer
(representing approximately 17.2% of the outstanding capital stock of the Issuer
as of March 2, 2004). By virtue of his status as the managing partner of ComVest
Venture, the principal member of PVC Funding, Falk may be deemed to have
indirect beneficial ownership of all of the shares of Common Stock of the Issuer
owned by PVC Funding. However, Falk disclaims any beneficial ownership of that
portion of such shares that are beneficially owned by third-party investors in
PVC Funding.
Page 6 of 13 Pages
As of the close of business on the date hereof, Falk could be deemed to
beneficially own a total of 2,626,703 shares (the "Falk Shares") of Common Stock
of the Issuer (representing approximately 18.0% of the outstanding capital stock
of the Issuer as of March 2, 2004). Of the Falk Shares, Falk beneficially owns
of record an aggregate of 154,977 shares of Common Stock, representing (i)
124,190 shares of Common Stock of the Issuer owned by Falk prior to the Merger
Transaction, (ii) 1,000 shares of Common Stock of the Issuer owned by Falk's IRA
prior to the Merger Transaction, (iii) 4,674 shares of Common Stock of the
Issuer received by Falk in exchange for 56,511 shares of common stock of PV
owned by Falk, at a conversion rate of .08271 per share, (iv) 9,537 shares of
Common Stock of the Issuer, pursuant to a distribution made by ComVest Capital
Partners on April 13, 2004, (v) warrant to purchase an aggregate of 367 shares
of Common Stock of the Issuer, which Warrant is exercisable by Falk as of June
10, 1999, at an exercise price of $150.00 per share and shall expire on June 10,
2004, (vi) options to purchase 5,000 shares of Common Stock of the Issuer,
exercisable by Falk as of May 22, 2002, at an exercise price of $20.20 and shall
expire on May 22, 2012, (vii) options to purchase 3,334 shares of Common Stock
of the Issuer, exercisable by Falk as of April 16, 2004, at an exercise price of
$7.28 and shall expire on April 16, 2013, (viii) options to purchase 5,000
shares of Common Stock of the Issuer, exercisable by Falk as of May 29, 2003, at
an exercise price of $10.63 and shall expire on May 29, 2013, (ix) options to
purchase 1,875 shares of Common Stock of the Issuer, exercisable by Falk as of
May 29, 2006, at an exercise price of $10.63 and shall expire on May 29, 2013.
Page 7 of 13 Pages
The remainder of the Falk Shares are owned as follows:
(i) 5,000 shares of Common Stock of the Issuer are owned by the Falk
Family Foundation. Such Shares were owned prior to the Merger Transaction. Falk
may be deemed to have indirect beneficial ownership of these shares. However,
Falk disclaims any beneficial ownership of such shares.
(ii) 1,000 shares of Common Stock of the Issuer are owned by the
Mikaela Falk Trust, of which Michael Falk's wife, Annie Falk, of Trustee. Such
shares were owned prior to the Merger Transaction. Falk may be deemed to have
indirect beneficial ownership of these shares. However, Falk disclaims any
beneficial ownership of such shares.
(iii) 1,000 shares of Common Stock of the Issuer are owned by the
Gianna Falk Trust, of which Michael Falk's wife, Annie Falk, is Trustee. Such
shares were owned prior to the Merger Transaction. Falk may be deemed to have
indirect beneficial ownership of these shares. However, Falk disclaims any
beneficial ownership of such shares.
(iv) 1,101 shares of Common Stock of the Issuer are owned by Annie
Falk, Michael Falk's wife. Such shares were owned prior to the Merger
Transaction. By virtue of his status as Annie Falk's husband, Falk may be deemed
to have indirect beneficial ownership of these shares. However, Falk disclaims
any beneficial ownership of such shares.
(v) An aggregate of 19,431 shares of Common Stock of the Issuer are
owned by Commonwealth Associates, of which 19,402 shares were owned prior to the
Merger Transaction and 29 shares were received by Commonwealth Associates in
exchange for 359 shares of common stock of PV owned by Commonwealth Associates,
at a conversion rate of .08271 per share. By virtue of his status as Chairman
and majority member of CAGH, which owns 100% of Commonwealth Management, the
general partner of Commonwealth Associates, Falk may be deemed to have indirect
beneficial ownership of all of these shares. However, Falk disclaims any
beneficial ownership of that portion of these shares owned by third-party
investors in Commonwealth Associates.
(vi) 248,446 shares of Common Stock and a Warrant to purchase 2,822
shares of Common Stock of the Issuer are owned by Commonwealth Liquidation. Such
shares were owned prior to the Merger Transaction. By virtue of his status as
managing member of Commonwealth Liquidation, Falk may be deemed to have indirect
beneficial ownership of all of these shares. However, Falk disclaims any
beneficial ownership of that portion of these shares owned by third-party
investors in Commonwealth Liquidation.
Page 8 of 13 Pages
(vii) 530 shares of Common Stock of the Issuer were received by CAGH in
exchange for 6,408 shares of common stock of PV owned by CAGH, at a conversion
rate of .08271 per share. By virtue of his status as Chairman and majority
member of CAGH, Falk may be deemed to have indirect beneficial ownership of all
of these shares. However, Falk disclaims any beneficial ownership of that
portion of these shares owned by third-party investors in CAGH.
(viii) 112,281 shares of Common Stock of the Issuer were purchased by
ComVest Venture for a purchase price of $1,600,000 at a rate of $14.25 per
share. By virtue of his status as managing member of ComVest Venture, Falk may
be deemed to have indirect beneficial ownership of all of these shares. However,
Falk disclaims any beneficial ownership of that portion of these shares owned by
third-party investors in ComVest Venture.
(ix) An aggregate of 2,080,115 shares of Common Stock of the Issuer are
owned by PVC Funding, of which (a) PVC Funding purchased 175,438 shares for a
purchase price of $2,500,000, at a rate of $14.25 per share, (b) PVC Funding
received 1,702,274 shares in exchange for 33,037 shares of Series C Preferred
Stock of PV owned by PVC Funding (which were internally converted into
24,839,850 shares of common stock of PV at a rate of 751.8796992 per share,
which were then converted into 1,702,274 shares of Common Stock of the Issuer at
a rate of .06853 per share), (c) PVC Funding received 4,516 shares in exchange
for 54,602 shares of common stock of PV owned by PVC Funding, at a conversion
rate of .08271, and (d) PVC Funding received 197,887 shares of Common Stock of
the Issuer upon conversion of two notes in the aggregate principal amount of
$2,392,542, issued by PV to PVC Funding on March 31, 2003 and April 18, 2003,
which notes were converted on a 1-to-1 basis into 2,392,542 shares of common
stock of PVC, which were then converted into an aggregate of 197,887 shares of
Common Stock of the Issuer at a conversion rate of .08271. By virtue of his
status as the managing partner of ComVest Venture, the principal member of PVC
Funding, Falk may be deemed to have indirect beneficial ownership of all of the
shares of Common Stock of the Issuer owned by PVC Funding. However, Falk
disclaims any beneficial ownership of that portion of such shares that are
beneficially owned by third-party investors in PVC Funding.
(b) Falk, by virtue of his status as managing partner of ComVest
Venture, the principal member of PVC Funding, has the power to vote or to direct
the vote and the power to dispose and to direct the disposition of the shares of
Common Stock of the Issuer owned by each of PVC Funding and ComVest Venture.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 9 of 13 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than as set forth above, neither ComVest nor any other person
named in Item 2 above has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or ther
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The following documents are being filed as Exhibits to this Statement
and are each incorporated by reference herein.
EXHIBIT NO. DOCUMENT
1 Agreement and Plan of Merger, dated as of December
5, 2003, by and among the Issuer, Planet
Acquisition Corp. and PlanVista Corporation
2 Stock Purchase Agreement, dated December 5, 2003,
by and among the Issuer, PVC Funding Partners,
LLC, ComVest Venture Partners, L.P. and certain
other investors named therein
3 Registration Rights Agreement, dated March 2,
2004, by and among the Issuer, PVC Funding
Partners, LLC, ComVest Venture Partners, L.P. and
certain other individuals named therein
Page 10 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated: April 28, 2004 PVC FUNDING PARTNERS, LLC
By:/s/ Carl Kleidman
-----------------------------------------
Name: Carl Kleidman
Title: Manager
Dated: April 28, 2004
/s/ Michael Falk
--------------------------------------------
MICHAEL FALK, individually
Page 11 of 13 Pages
INDEX TO EXHIBITS
EXHIBIT NO. DOCUMENT
1 Agreement and Plan of Merger, dated as of December
5, 2003, by and among the Issuer, Planet
Acquisition Corp. and PlanVista Corporation*
2 Stock Purchase Agreement, dated December 5, 2003,
by and among the Issuer, PVC Funding Partners,
LLC, ComVest Venture Partners, L.P. and certain
other investors named therein*
3 Registration Rights Agreement, dated March 2,
2004, by and among the Issuer, PVC Funding
Partners, LLC, ComVest Venture Partners, L.P. and
certain other individuals named therein*
* Incorporated by reference to Schedule 13D filed on March 12, 2004.
JOINT FILING AGREEMENT
The undersigned hereby consent to the joint filing by any of them of a
Statement on Schedule 13D and any amendments thereto, whether heretofore or
hereafter filed, relating to the securities of ProxyMed, Inc., and hereby affirm
that this Schedule 13D/A is being filed on behalf of each of the undersigned.
Dated: April 28, 2004 PVC FUNDING PARTNERS, LLC
By:/s/ Carl Kleidman
-----------------------------------------
Name: Carl Kleidman
Title: Manager
Dated: April 28, 2004
/s/ Michael Falk
--------------------------------------------
MICHAEL FALK, individually