form-s8_111201
As filed with the U. S. Securities and Exchange Commission on November 16, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Medix Resources, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-1123311
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
305 Madison Avenue, 20th Floor, New York, NY 10165
(Address of Principal Executive Offices) (Zip Code)
Medix Resources, Inc.
1999 Stock Option Plan
1996 Stock Incentive Plan
1994 Omnibus Stock Plan
Various Individual Stock Options and Warrant Agreements
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(Full Title of the Plan)
Lyle B. Stewart, Esq.
3751 South Quebec Street
Denver, CO 80237
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(Name and Address of Agent for Service)
(303) 267-0920
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(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
Securities to Amount to be offering price aggregate offering registration
be Registered Registered (1) per share (2) price (2) fee (2)
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Common Stock,
par value $.001 3,000,000 $0.75 $2,250,000 $563
per share shares
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(1) The shares registered hereby, which have been reserved by the Registrant for
issuance under the 1999 Stock Option Plan are in addition to 9,500,253 shares registered
by the Registrant pursuant to a Registration Statement on Form S-8 (Reg. No.333-31684)
filed on March 3, 2000, and 3,000,000 shares registered by the Registrant pursuant to a
Registration Statement on Form S-8 (Reg. No. 333-57558) filed on March 26, 2001.
(2) Estimated solely for the purpose of calculating the registration fee. In accordance
with Rule 457(c) and (h), the price shown is based upon the average of the high and low
prices of Medix Resources, Inc. Common Stock on November 12, 2001, as reported on the
American Stock Exchange.
This Registration Statement is being filed pursuant to General Instruction E of Form S-8
promulgated by the U. S. Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended. Pursuant to the terms of such General Instruction E,
the contents of the prior Registration Statements on Form S-8 of the Registrant, Reg. No.
333-31684, filed with the Commission on March 3, 2000, and Reg. No. 333-57558, filed with
the Commission on March 26, 2001, are incorporated herein by reference.
Item 5. Interest of Named Experts and Counsel.
Lyle B. Stewart, P.C. is named herein as giving the opinion required by Item 601(b)(5) of
Regulation S-K. Lyle B. Stewart, P.C. or Mr. Stewart, individually, have been granted
options to purchase 25,000 shares of Medix common stock at an exercise price of $0.26 per
share, 100,000 shares of Medix common stock at an exercise price of $3.38 per share, and
75,000 shares of Medix common stock at an exercise price of $0.92 per share under our 1999
Stock Option Plan, all of which have vested.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York on November 14, 2001.
MEDIX RESOURCES, INC
By /s/ John R. Prufeta
John R. Prufeta
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates indicated.
Each person whose signature appears below in so signing also makes, constitutes and appoints John
R. Prufeta and Gary L. Smith, and each of them, his or her true and lawful attorney-in-fact, with
full power of substitution, for him in any and all capacities, to execute and cause to be filed
with the Securities and Exchange Commission any and all amendments and post-effective amendments
to this Registration Statement, with exhibits thereto and other documents in connection
therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
Signature Title Date
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/s/ John R. Prufeta President, Chief Executive Office November 16, 2001
John R. Prufeta Director (Principal Executive Officer)
/a/ Gary L. Smith Executive Vice President and Chief November 16, 2001
Gary L. Smith Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ John T. Lane Director November 16, 2001
John T. Lane
/s/ Dr. David B. Skinner Director November 16, 2001
Dr. David B. Skinner
/s/ Joan E. Herman Director November 16, 2001
Joan E. Herman
/s/ Samuel H. Havens Director November 16, 2001
Samuel H. Havens
Patrick W. Jeffries Director November __, 2001
Patrick W. Jeffries
Guy L. Scalzi Director November __, 2001
Guy L. Scalzi
EXHIBIT INDEX
Number Exhibit
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5.1 Opinion of Lyle B. Stewart, P.C.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC
23.2 Consent of Lyle B. Stewart, P.C. (included in Exhibit 5. 1)
24.1 Power of Attorney (included on signature page)
99.1 1999 Stock Option Plan, as amended