1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
HealthAxis Inc.
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(Name of Issuer)
Common Stock, $0.10 par value per share
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(Title of Class of Securities)
74382 10 7
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(CUSIP Number)
Gregory T. Mutz
UICI
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
(972) 392-6700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 26, 2001
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(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 is filing this
schedule because of Rule 13-1(e), 13d-1(f) or 13d-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-7(b) 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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SCHEDULE 13D
CUSIP NO. 74382 10 7 PAGE 1 of 27 PAGES
--------------------------------- --------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UICI
75-2044750
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
11,574,636
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 18,007,705
WITH
10 SHARED DISPOSITIVE POWER
-0-
-----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,007,705
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 74382 10 7 PAGE 2 of 27 PAGES
--------------------------------- --------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The MEGA Life and Health Insurance Company
59-2213662
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
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7 SOLE VOTING POWER
2,666,551
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,666,551
WITH
10 SHARED DISPOSITIVE POWER
-0-
-----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,666,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.06%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 74382 10 7 PAGE 3 of 27 PAGES
--------------------------------- --------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UICI Sub I, Inc.
75-2867948
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
2,000,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,000,000
WITH
10 SHARED DISPOSITIVE POWER
-0-
-----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 4 of 16 Pages
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ITEM 1. SECURITY AND ISSUER
Common Stock
$0.10 par value per share ("Common Stock")
HealthAxis Inc. (the "Issuer")
2500 DeKalb Pike
East Norriton, Pennsylvania 19401
ITEM 2. IDENTITY AND BACKGROUND
Appendix A contains the information called for by Items 2-6 of Schedule
13D for the executive officers and directors of each of UICI, The MEGA
Life and Health Insurance Company ("MEGA"), and UICI Sub I, Inc. ("Sub
I"; together with MEGA, the "Subsidiaries"). Both MEGA and Sub I are
wholly owned subsidiaries of UICI.
UICI
a. UICI, a Delaware corporation.
b. The address of UICI's principal business and principal office
is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.
c. The principal business of UICI is financial services, with
interests in life and health insurance and related services,
including the administration and delivery of managed
healthcare programs to select niche markets.
d. During the last five years, UICI has not been convicted in any
criminal proceeding.
e. During the last five years, UICI has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which UICI 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.
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 5 of 16 Pages
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MEGA
a. The MEGA Life and Health Insurance Company, an Oklahoma
corporation.
b. The address of MEGA's principal business and principal office
is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.
c. The principal business of MEGA is life and health insurance
and related services..
d. During the last five years, MEGA has not been convicted in any
criminal proceeding.
e. During the last five years, MEGA has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which MEGA 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.
Sub I
a. UICI Sub I, Inc., a Delaware corporation.
b. The address of Sub I's principal business and principal office
is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.
c. The principal business of Sub I is financial services, with
interests in life and health insurance and related services,
including the administration and delivery of managed
healthcare programs to select niche markets.
d. During the last five years, Sub I has not been convicted in
any criminal proceeding.
e. During the last five years, Sub I has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Sub I 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.
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 6 of 16 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
UICI, MEGA and Sub I acquired beneficial ownership of the Common Stock
upon the consummation of the merger (the "Merger") of HealthAxis.com,
Inc., a Pennsylvania corporation ("HealthAxis"), with and into
HealthAxis Acquisition Corp., a Pennsylvania corporation, pursuant to
that certain Amended and Restated Agreement and Plan of Merger, dated
October 26, 2000 (the "Merger Agreement"). UICI, MEGA and Sub I were
all shareholders of HealthAxis prior to the Merger. In exchange for
each share of common stock, no par value, of HealthAxis, the
shareholders of HealthAxis received one share of Common Stock in the
Merger.
In addition to the Common Stock received by UICI, MEGA and Sub I in the
Merger, UICI beneficially owns Common Stock by virtue of its ownership
of the HealthAxis Inc. 2% Convertible Debenture (the "Debenture") and
the HealthAxis Inc. Stock Purchase Warrant (the "Warrant"), which are
convertible into and may be exercise for the purchase of Common Stock,
respectively. The Debenture is convertible into Common Stock at a
conversion price of $9.00 per share, and the Warrant has an exercise
price of $3.01 per share.
ITEM 4. PURPOSE OF TRANSACTION
On January 26, 2001, the Merger was completed and each outstanding
share of common stock, no par value, of HealthAxis was converted into
the right to receive one share of Common Stock. As a result of the
Merger, UICI acquired beneficial ownership of an 17,810,229 shares of
Common Stock representing 33.8% of the Common Stock.
On July 31, 2000, UICI entered into that certain Amended and Restated
Voting Trust Agreement (the "Voting Trust Agreement") pursuant to which
UICI deposited 6,433,069 shares of common stock of HealthAxis into a
voting trust (the "Voting Trust"). Upon the completion of the Merger
each of those securities were converted into the right to receive one
share of Common Stock. UICI has the sole power to dispose of, or to
direct the disposition of the Common Stock held in the Voting Trust. As
a result of such power, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), UICI is deemed
to have beneficial ownership of the Common Stock held by the Voting
Trust.
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 7 of 16 Pages
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On January 29, 2001 UICI was issued the Debenture in the amount of
$1,666,666.67 which may be converted into Common Stock at a conversion
price of $9.00 per share, subject to adjustment, as described in
greater detail in Item 6 below.
On January 29, 2001 UICI received the Warrant for the purchase of
12,291 shares of Common Stock at an exercise price of $3.01 per share,
subject to adjustment, as described in greater detail in Item 6 below.
UICI from time to time intends to review its investment in the Issuer
on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general
economic and industry conditions, the securities markets in general and
those for the Issuer's securities in particular, as well as other
developments and other investment opportunities. Based on such review,
UICI will take such actions in the future as UICI may deem appropriate
in light of the circumstances existing from time to time. If the UICI
believes that further investment in the Issuer is attractive, whether
because of the market price of the Issuer's securities or otherwise, it
may acquire additional securities of the Issuer either in the open
market or in privately negotiated transactions. Similarly, depending on
market and other factors, UICI may determine to dispose of some or all
of the Common Stock currently owned by UICI or otherwise acquired by
UICI either in the open market or in privately negotiated transactions.
UICI may also convert the Debenture into Common Stock or exercise the
Warrant for the purchase of Common Stock.
Except as set forth above or as may be exercised in accordance with the
terms of the Shareholders' Agreement described below in Item 6, UICI
has not currently formulated any definitive plans or proposals which
relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of
the Issuer, (b) an extraordinary corporate transaction involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any
change in the present board of directors or management of the Issuer,
(e) any material change in the issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or
corporate structure, (g) any change in the Issuer's charter or bylaws
or other instruments corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h)
causing a class of the Issuer's securities to be deregistered or
delisted, (i) a class of equity securities of the Issuer becoming
eligible for termination of registration or (j) any action similar to
any of those enumerated above.
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 8 of 16 Pages
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
Information in this Item 5 regarding the number and percentage of
Common Stock beneficially owned by each reporting person assumes that
the entire Debenture beneficially owned by the particular reporting
person is converted into, and the entire Warrant beneficially owned by
the particular reporting person is exercised for, Common Stock and that
no debenture or warrant beneficially owned by any other persons is
exchanged for or converted into Common Stock.
UICI
As indicated in each case, information with regard to UICI's beneficial
ownership of Common Stock in this Item 5 is presented either including
or excluding Common Stock which UICI may be deemed to beneficially own
by virtue of its relationships with the Subsidiaries and for which
information is presented elsewhere in this Item 5 with regard to the
Subsidiaries.
a. Beneficial ownership including Common Stock and Units which
UICI may be deemed to beneficially own by virtue of its
relationships with the Subsidiaries: 18,007,705 shares of
Common Stock (17,810,229 shares of Common Stock, 185,185
shares of Common Stock issuable upon conversion of the
Debenture (as discussed in Item 6) and 12,291 shares of Common
Stock issuable upon exercise of the Warrant (as discussed in
Item 6)) constituting 34.03% of the Common Stock.
Beneficial ownership excluding Common Stock and Units which
UICI may be deemed to beneficially own by virtue of its
relationships with the Subsidiaries: 13,341,154 shares of
Common Stock (13,143,678 Common Stock, 185,185 shares of
Common Stock issuable upon conversion of the Debenture and
12,291 shares of Common Stock issuable upon exercise of the
Warrant) constituting 25.2% of the Common Stock.
b. With regard to the 4,666,551 shares of Common Stock which UICI
may be deemed to beneficially own by virtue of its
relationships with the Subsidiaries, UICI may be deemed to
have the power to vote or to direct the vote of and to dispose
or to direct the disposition of such Common Stock.
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 9 of 16 Pages
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With regard to the 13,341,154 shares of Common Stock
(13,143,678 Common Stock, 185,185 shares of Common Stock
issuable upon conversion of the Debenture and 12,291 shares of
Common Stock issuable upon exercise of the Warrant)
beneficially owned by UICI, excluding the Common Stock which
UICI may be deemed to beneficially own by virtue of its
relationships with the Subsidiaries, UICI has sole power to
vote or to direct the vote of 6,908,085 shares of Common Stock
and sole power to dispose or to direct the disposition of
13,341,154 shares of Common Stock. UICI has vested the power
to vote 6,433,069 shares of Common Stock in the trustees of a
voting trust pursuant to an Amended and Restated Voting Trust
Agreement dated July 31, 2000. The Voting Trust Agreement is
discussed in further detail in Item 6. The UICI Voting Trust
is a trust formed under the laws of the Commonwealth of
Pennsylvania, and for purposes of this Schedule 13D its
address is 2500 DeKalb Pike, East Norriton, Pennsylvania
19401. During the last five years, the UICI Voting Trust has
not been convicted in any criminal proceeding. During the last
five years, the UICI Voting Trust has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the UICI Voting
Trust 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.
c. See Item 4 with respect to the transactions effected by UICI
with respect to the Common Stock.
d. Excluding Common Stock and Units which UICI may be deemed to
beneficially own by virtue of its relationships with the
Subsidiaries and for which information is presented elsewhere
in this Item 5 with regard to the Subsidiaries, no other
person, other than certain wholly-owned subsidiaries of UICI
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, Common Stock beneficially owned by UICI.
e. Not applicable.
MEGA
a. MEGA beneficially owns 2,666,551 shares of Common Stock
constituting 5.06% of the Common Stock.
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 10 of 16 Pages
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b. With regard to the 2,666,551 shares of Common Stock which MEGA
beneficially owns, MEGA may be deemed to have the power to
vote or to direct the vote of and to dispose or to direct the
disposition of such Common Stock.
c. See Item 4 with respect to the transactions effected by MEGA
with respect to the Common Stock.
d. No other person, 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, Common Stock beneficially owned by MEGA.
e. Not applicable.
Sub I
a. Sub I beneficially owns 2,000,000 shares of Common Stock
constituting 3.8% of the Common Stock.
b. With regard to the 2,000,000 shares of Common Stock which Sub
I beneficially owns, Sub I may be deemed to have the power to
vote or to direct the vote of and to dispose or to direct the
disposition of such Common Stock.
c. See Item 4 with respect to the transactions effected by Sub I
with respect to the Common Stock.
d. No other person, 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, Common Stock beneficially owned by Sub I.
e. Not applicable.
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 11 of 16 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Shareholders' Agreement
In connection with the completion of the Merger, the Issuer, UICI, and
Michael Ashker, the former President and Chief Executive of the Issuer,
Alvin Clemens, the Chairman of the Issuer, entered into a Shareholders'
Agreement, dated January 26, 2001 (the "Shareholders' Agreement").
Under the terms of the Shareholders' Agreement, the board of directors
of the Issuer will consist of up to nine members. UICI and the Issuer
may each independently nominate three nominees to the board, and, the
remaining three directors will be nominated by mutual agreement of the
Issuer (acting by the vote of a majority of the members of the board
that were not nominated by or agreed to by UICI) and UICI. This
provision of the Shareholders' Agreement will terminate with respect to
UICI when UICI owns less than 20% of the Common Stock on a fully
diluted basis.
Subject to conditions set forth in the Shareholders' Agreement, the
Issuer can require UICI to transfer up to 1,414,318 shares of Common
Stock to unaffiliated third parties. A copy of the Shareholders'
Agreement is filed as an exhibit to this Schedule 13D and is
incorporated by reference herein.
Voting Trust Agreement
UICI entered into the Voting Trust Agreement which provided for the
establishment of a trust to hold shares of HealthAxis common stock
owned by UICI (which were converted into the right to receive shares of
Common Stock in the Merger). The initial trustees of the Voting Trust
are Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney the
("Trustees"). All of the Trustees were also directors of HealthAxis,
and Messrs. Ashker and LeBaron are directors of the Issuer. A majority
of the trustees have the power to vote the Common Stock held by the
Voting Trust in their discretion at all meetings of shareholders or
pursuant to actions by unanimous consent. UICI retains dispositive
power and the ability to receive all dividends on the Common Stock held
in the Voting Trust.
The Voting Trust was amended effective July 31, 2000 to read in its
present form. Pursuant to the Voting Trust Agreement if one of the
Trustees is no longer able to serve as a trustee, the other two
Trustees may select by unanimous vote a new trustee from that is not
affiliated with UICI. The Voting Trust Agreement terminates upon the
earlier of (i) February 11, 2020; (ii) such time as UICI owns less than
25% of the outstanding Common Stock; and (iii) upon another person or
group (within the meaning of Rule 13d-5 promulgated under the Exchange
Act) owning a greater percentage of the issued and outstanding Common
Stock on a fully diluted basis, than the percentage beneficially owned
by UICI (including, solely for purposes
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 12 of 16 Pages
-----------------------
of such determination, the Common Stock owned by the Voting Trust). A
copy of the Voting Trust Agreement is filed as an exhibit to this
Schedule 13D and is incorporated by reference herein.
Registration Rights Agreements
The Issuer and certain other investors, including UICI, have entered
into an Amended and Restated Registration Rights Agreement dated
January 29, 2001 (the "Registration Rights Agreement"). The
Registration Rights Agreement provides certain registration rights to
the parties thereto who are holders of such Common Stock issued or
issuable upon (i) conversion of or with respect to the Debenture, (ii)
conversion of or with respect to the Debenture as issued prior to the
January 29, 2001 amendment and reissue of the Debenture, (iii) payment
of interest or any other payments in respect of the Debenture, (iv)
exercises of the Warrant, and (v) issuance of any shares of Common
Stock issued with respect to clauses (i), (ii), (iii) or (iv) as a
result of any stock split, stock dividend, recapitalization, exchange
or similar event or otherwise. The Registration Rights Agreements
provide for underwritten offerings of the Common Stock. A copy of the
Registration Rights Agreement is filed as an exhibit to this Schedule
13D and is incorporated by reference herein.
UICI had entered into that certain Registration Rights Agreement, dated
January 7, 2000 (the "Original Registration Rights Agreement") with
HealthAxis. Upon Original Registration Rights Agreement provides that
HealthAxis or its successor to register the HealthAxis common stock or
any securities into with such common stock may be changed as a result
of merger, consolidation, recapitalization or other similar
transaction. As a result of the Merger, the Original Registration
Rights Agreement provides that the Issuer assumes the obligations of
HealthAxis under the Original Registration Rights Agreement without
taking any further action. A copy of the Original Registration Rights
Agreement is filed as an exhibit to this Schedule 13D and is
incorporated by reference herein.
Debenture
On January 29, 2001, UICI was issued a new Debenture in amended and
replace the previous HealthAxis Inc. 2% Convertible Debenture purchased
by UICI. The terms of the Debenture provide that the holder thereof may
convert all or any portion of the principal amount of the Debenture at
any time into Common Stock at a price per share equal to $9.00, subject
to adjustment. The principal amount of the Debenture is 1,666,666.67.
The price per share
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 13 of 16 Pages
-----------------------
may be adjusted for the following: (i) stock dividends, stock splits
and reverse stock splits; (ii) rights offerings, the issuance of
certain options, warrants and other securities convertible into Common
Stock; and (iii) the issuance or granting of subscription rights. A
copy of the Debenture is filed as an exhibit to this Schedule 13D and
is incorporated by reference herein.
Warrant
On January 29, 2001, UICI was issued the Warrant in exchange for the
HealthAxis Inc. Stock Purchase Warrant previously purchased by UICI.
The Warrant may be exercised at any time up to and including September
13, 2005. The Warrant provides that UICI may purchase up to 12,291
shares of Common Stock at an exercise price of $3.01 per share, subject
to adjustment. The exercise price may be adjusted for the following:
(i) stock dividends stock splits and reverse stock splits; (ii) rights
offerings, the issuance of certain options, warrants and other
securities convertible into Common Stock; and (iii) the issuance or
granting of subscription rights. A copy of the Warrant is filed as an
exhibit to this Schedule 13D and is incorporated by reference herein.
Founder's Program Voting Trust
UICI established and sponsored the Insurdata Founder's Program pursuant
to which UICI had granted options to purchase shares of common stock of
Insurdata Incorporated ("Insurdata"), which were owned at the time by
UICI, to certain employees of Insurdata. Insurdata was a wholly owned
Texas corporation subsidiary of UICI which merged with and into
HealthAxis.
UICI reserved an appropriate amount of Insurdata common stock to be
distributed upon the exercise of such options. Immediately prior to the
merger of Insurdata and HealthAxis, UICI established the Founders
Program Voting Trust pursuant to a Voting Trust Agreement dated January
7, 2000 (the "Founder's Voting Trust Agreement"). In that merger, the
Founder's Voting Trust received shares of HealthAxis common stock in
exchange for the Insuradata common stock. Upon the consummation of the
Merger, the HealthAxis common stock held in the Founder's Voting Trust
was converted into the right to receive Common Stock.
The Founder's Voting Trust Agreement provides that the trustees of the
trust distribute HealthAxis common stock to the holders of options
upon the exercise of such options. The power to vote the Common Stock
has been vested in the trustees of the Founder's Voting
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 14 of 16 Pages
-----------------------
Trust, and UICI does not have the power to direct the disposition of
the Common Stock held in the Founder's Program Voting Trust. On the
61st day following the termination of employment of an employee holding
an option, the trustee of the Founder's Program Voting Trust shall
deliver the Common Stock being held with respect to such employee to
UICI.
UICI does not have any beneficial ownership of the Common Stock held in
the Founder's Program Voting Trust. A copy of the Founder's Program
Voting Trust Agreement is filed as an exhibit to this Schedule 13D and
is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A -- Shareholders' Agreement, dated September 26,
2001, by and among HealthAxis Inc., UICI,
Michael Ashker and Alvin H. Clemens
EXHIBIT B -- Amended and Restated Voting Trust Agreement,
dated July 31, 2000, among UICI and Michael
Ashker, Edward W. LeBaron, Jr. and Dennis B.
Maloney as trustees
EXHIBIT C -- Amended and Restated Registration Rights
Agreement, dated January 29, 2001, among
HealthAxis Inc. and certain investors
EXHIBIT D -- Registration Rights Agreement, dated January 7,
2000, by and between HealthAxis Inc. (as
successor by merger to HealthAxis.com, Inc.) and
UICI
EXHIBIT E -- HealthAxis Inc. 2% Convertible Debenture
EXHIBIT F -- HealthAxis Inc. Stock Purchase Warrant
EXHIBIT G -- Voting Trust Agreement, dated January 7, 2000,
among UICI and Michael Ashker, Alvin H. Clemens,
Edward W. LaBaron, Jr. and Henry Hager as
trustees
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 15 of 16 Pages
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EXHIBIT H -- Agreement to File Joint Statement on Schedule
13D
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SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 16 of 16 Pages
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Signature
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.
This statement may be executed in multiple counterparts, each of which shall
constitute an original.
February 5, 2001
-----------------------
Date
UICI
By: /s/ Glenn W. Reed
------------------
Name: Glenn W. Reed
Title: Executive Vice President and General Counsel
The MEGA Life and Health Insurance Company
By: /s/ Glenn W. Reed
------------------
Name: Glenn W. Reed
Title: Vice President
UICI Sub I, Inc.
By: /s/ Glenn W. Reed
------------------
Name: Glenn W. Reed
Title: Vice President
18
APPENDIX A
Capitalized terms used but not defined herein shall have the respective meanings
assigned such terms in the joint Schedule 13D of UICI, MEGA and Sub I, to which
this is attached as Appendix A.
Information regarding the number and percentage of Common Stock beneficially
owned by any person assumes that the entire Debenture or Warrant beneficially
owned by such person is converted into or exercised for Common Stock and that no
other debenture or warrant beneficially owned by other persons is converted into
or exercised for Common Stock.
Beneficial ownership reported for the persons listed in this Appendix A does not
include Common Stock which any such person may be deemed to beneficially own by
virtue of such person's relationship with UICI and such person's or UICI's
relationships with the Subsidiaries.
(a) EXECUTIVE OFFICERS AND DIRECTORS OF UICI. Set forth below are the
name and positions held of each director and executive officer of
UICI. References to persons listed below include persons sharing
beneficial ownership of Common Stock with a director or executive
officer. Unless otherwise noted, the principal occupation or
employment of each person listed below is his or her position
with UICI.
All persons listed below are U.S. citizens. During the last five
years, to the best knowledge of UICI, none of the persons listed
below has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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.
Ronald L. Jensen Chairman of the Board and President
of Specialized Investment Risks,
Inc., Hurst Texas and Chairman of
the Board of Directors of UICI
Mr. Jensen's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Gregory T. Mutz Director, President and Chief
Executive Officer
Mr. Mutz's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
19
Richard T. Mockler Director
Retired, Former Partner with Ernst &
Young, Dallas, Texas
Mr. Mockler's address for purposes
of this Schedule 13D is 1444
Greathouse Road, Waxahachie, Texas
75167
Patrick J. McLaughlin Director
President, Emerald Capital Group,
Ltd., Rosemont, Pennsylvania 19010
Mr. McLaughlin's address for
purposes of this Schedule 13D is 100
Chetwynd Drive, Suite 202, Rosemont,
Pennsylvania 19010
Stuart D. Bilton Director
President, Chicago Trust Company,
Chicago, Illinois 60601
Mr. Bilton's address for purposes of
this Schedule 13D is 171 N. Clark
Street, Chicago, Illinois 60601
George H. Lane, III Director
CEO of Lane Company, Atlanta,
Georgia
Mr. Lane's address for purposes of
this Schedule 13D is 5555 Glenridge
Connector, Suite 700, Atlanta
Georgia 30342
Glenn W. Reed Executive Vice President and General
Counsel (also Director and Executive
Officer of Insurance Subsidiaries of
UICI)
20
Mr. Reed's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244
William J. Gedwed Director, Chairman, President and
Chief Executive Officer of National
Motor Club of America, Inc.
Mr. Gedwed's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244
Steven K. Arnold Vice President (also Director and
Executive Officer of Insurance
Subsidiaries of UICI)
Mr. Arnold's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244
Matthew R. Cassell Vice President and Chief Financial
Officer
Mr. Cassell's address for purposes
of this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244
To the best knowledge of the reporting persons, none of the
persons listed above has any further information to report in
response to Items 2-6 of Schedule 13D.
(b) EXECUTIVE OFFICERS AND DIRECTORS OF THE MEGA LIFE AND HEALTH
INSURANCE COMPANY. Set forth below are the name and positions
held of each director and executive officer of MEGA. References
to persons listed below include persons sharing beneficial
ownership of Common Stock with a director or executive officer.
Unless otherwise noted, the principal occupation or employment of
each person listed below is his or her position with MEGA.
All persons listed below are U.S. citizens. During the last five
years, to the best knowledge of UICI and MEGA, none of the
persons listed below has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations
21
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Gregory T. Mutz Chairman of the Board
Mr. Mutz's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Matthew R. Cassell Director
Mr. Cassell's address for purposes
of this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Glenn W. Reed Director and Vice President
Mr. Reed's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Robert B. Vlach Director, Vice President, Assistant
Secretary and General Counsel
Mr. Vlach's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Steven K. Arnold Director and Vice President
Mr. Arnold's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Emmanuel J. Pendola Director and Vice President
Mr. Pendola's address for purposes
of this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Mark D. Hauptman Director, Vice President
22
Mr. Hauptam's address for purposes
of this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Phillip J. Myhra Director, President, Chief Executive
Officer and Chief Actuary
Mr. Myhra's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
23
Connie Palacios Treasurer and Controller
Ms. Palacious's address for purposes
of this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Peggy G. Simpson Secretary
Ms. Simpson's address for purposes
of this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
24
To the best knowledge of the reporting persons, none of the
persons listed above has any further information to report in
response to Items 2-6 of Schedule 13D.
(c) EXECUTIVE OFFICERS AND DIRECTORS OF UICI SUB I, INC. Set forth
below are the name and positions held of each director and
executive officer of Sub I. References to persons listed below
include persons sharing beneficial ownership of Common Stock with
a director or executive officer. Unless otherwise noted, the
principal occupation or employment of each person listed below is
his or her position with Sub I.
All persons listed below are U.S. citizens. During the last five
years, to the best knowledge of UICI and Sub I, none of the
persons listed below has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or
25
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Gregory T. Mutz Director and President
Mr. Mutz's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
Glenn W. Reed Vice President and Secretary
Mr. Reed's address for purposes of
this Schedule 13D is 4001 McEwen
Drive, Suite 200, Dallas, Texas
75244.
To the best knowledge of the reporting persons, none of the
persons listed above has any further information to report in
response to Items 2-6 of Schedule 13D.
26
EXHIBIT INDEX
EXHIBIT A -- Shareholders' Agreement, dated September 26,
2001, by and among HealthAxis Inc., UICI,
Michael Ashker and Alvin H. Clemens
(Incorporated by reference to exhibit 99.2 to
the Issuer's Registration Statement on Form S-4
(No. 333-30256))
EXHIBIT B -- Amended and Restated Voting Trust Agreement,
dated July 31, 2000, among UICI and Michael
Askher, Edward W. LeBaron, Jr. and Dennis B.
Maloney as trustees (Incorporated by reference
to exhibit 10.1 to the Issuer's Registration
Statement on Form S-4 (No. 333-30256))
EXHIBIT C -- Amended and Restated Registration Rights
Agreement, dated January 29, 2001, among
HealthAxis Inc. and certain investors
(Incorporated by reference to exhibit 10.2 to
the Issuer's Periodic Report on Form 8-K filed
October 10, 2000)
EXHIBIT D -- Registration Rights Agreement, dated January 7,
2000, by and between HealthAxis Inc. (as
successor by merger to HealthAxis.com, Inc.) and
UICI (Incorporated by reference to exhibit 99.10
to the Issuer's Periodic Report on Form 8-K
filed September 13, 1999)
EXHIBIT E -- HealthAxis Inc. 2% Convertible Debenture
(Incorporated by reference to exhibit 10.2 to
the Issuer's Periodic Report on Form 8- K filed
October 10, 2000)
EXHIBIT F -- HealthAxis Inc. Stock Purchase Warrant
(Incorporated by reference to exhibit 10.2 to
the Issuer's Periodic Report on Form 8-K filed
October 10, 2000)
EXHIBIT G -- Voting Trust Agreement, dated January 7, 2000,
among UICI and Michael Ashker, Alvin H. Clemens,
Edward W. LaBaron, Jr. and Henry Hager as
trustees (Incorporated by reference to exhibit
99.5 to the Issuer's Periodic Report on Form 8-K
filed September 13, 1999)
EXHIBIT H -- Agreement to File Joint Statement on Schedule
13D