amendment-1
As filed with the Securities and Exchange Commission on February 28, 2002
Registration No. 333-73572
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PRE-EFFECTIVE AMENDMENT NO.1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDIX RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Colorado 84-1123311
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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The Graybar Building
420 Lexington Ave., Suite 1830
New York, New York 10170
(212) 697-2509
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Lyle B. Stewart, Esq.
Lyle B. Stewart, P.C.
3751 S. Quebec Street
Denver, CO 80237
(303) 267-0920
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION
DATED February 28, 2002
PROSPECTUS
MEDIX RESOURCES, INC.
447,500 Shares of Common Stock
The shareholders of Medix Resources, Inc. named herein will have the right to offer
and sell up to an aggregate of 447,500 shares of our common stock under this
Prospectus.
Medix will not receive directly any of the proceeds from the sale of these shares by
the selling shareholders. However, Medix will receive the proceeds of the exercise of
the options and warrants to purchase the shares to be sold hereunder. Medix will pay
the expenses of registration of these shares.
The common stock is traded on the American Stock Exchange under the symbol "MXR". On
February 22, 2002, the closing price of the common stock was reported as $.65.
The securities offered hereby involve a high degree of risk. See "RISK FACTORS"
beginning on page 3 for certain risks that should be considered by prospective purchasers
of the securities offered hereby.
Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of the securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is _____ __, 2002
No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in or incorporated by reference in this
Prospectus and, if given or made, such information or representation must not be relied
upon as having been authorized by us, the selling shareholders or any other person. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby in any jurisdiction to any person to whom it is unlawful
to make such an offer in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or that there
has been no change in our affairs since such date.
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TABLE OF CONTENTS
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SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
THE COMPANY
USE OF PROCEEDS
SELLING SHAREHOLDERS
DESCRIPTION OF SECURITIES
PLAN OF DISTRIBUTION
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
LEGAL MATTERS
EXPERTS
SUMMARY
This Prospectus covers the offering and sale of 447,500 shares of our common stock to
the public by certain selling shareholders listed under the heading "Selling
Shareholders" further back in this Prospectus. As of February 15, 2002, we had
58,132,297shares of our common stock outstanding, and approximately 16,588,254 shares
were issuable upon the exercise of outstanding options, warrants or other rights, and the
conversion of outstanding preferred stock.
We are developing software products for Internet-based communications and information
management by medical service providers. We have no revenue from operations and are
funding the development of our software products through the sales of our securities. We
have granted a security interest in all of our intellectual property assets to secure a
financing. See "The Company-Recent Developments."
Because of our continuing losses, and the lack of a certain source of capital to fund
our development of software products, our independent accountants included a "going
concern" exception in their audit report on our audited financial statements for the year
2000. The "going concern" exception signifies that significant questions exist about our
ability to continue in business. It is anticipated that the same exception with be
included in our accountants' report on our 2001 audited financial statements.
Currently, we are funding our development and deployment activities through an equity
line of credit financing. Draws under this financing are triggered by a "Put Notice"
(advance request) initiated by ourselves each time we wish to draw funds. The financing
investors are committed to accept the advance request provided certain conditions are
met, some of which may be waived by agreement among the parties. Such advance request
obligates us to issue to the investors shares of our common stock at a discount to
market which is fixed in the contract. The shares are immediately re-saleable in the
public markets by the investors. As of February 15, 2001, we had received $2,442,547 in
advances, from which offering expenses of $180,812 was paid, under the financing and had
issued to the investors 4,214,410 shares of our common stock relating to the advances
and an additional 542,847 shares to their affiliates as fees for arranging the equity
line facility. The shares issued pursuant to the equity line advances to date have been
priced from $0.46 to $0.77 per share.
Our principal executive office is located at 420 Lexington Avenue, Suite 1830, New
York, NY 10170, and its telephone number is (212) 697-2509. Our principal administrative
office is at 7100 East Belleview Ave., Greenwood Village, CO 80111, and its telephone
number is (303) 741-2045.
RISK FACTORS
An investment in our common stock:
o has a high degree of risk;
o is highly speculative;
o should only be considered by those persons or entities who can afford to lose
their entire investment.
In addition to the other information contained in this Prospectus, the following risk
factors should be carefully considered in evaluating our business and an investment in
our shares. The order in which the following risk factors are presented does not
indicate the relative magnitude of the risks described.
Our continuing losses endanger our viability and have caused our accountants to issue
a "going concern" exception in their annual audit report.
We reported net losses of ($5,415,000), ($4,847,000) and ($5,422,000) for the years
ended December 31, 2000, December 31, 1999 and December 27, 1998, respectively, and a net
loss of ($6,486,000) for our 2001 first three quarters ended September 30, 2001. At
September 30, 2001 we had an accumulated deficit of ($29,916,000) and a negative working
capital of ($1,359,000). Our Cymedix(R)products are still in the testing and deployment
stage and have not generated any significant revenue to date. We are funding our
operations through the sale of our securities. Our independent accountants have included
a "going concern" exception in their audit report on our audited 2000 financial
statements. See our Form 10-KSB for the fiscal year ended December 31, 2000. It is
anticipated that the same exception with be included in our accountants' report on our
2001 audited financial statements.
Our need for additional financing is acute and failure to obtain it could lead to the
financial failure of our company.
We expect to continue to experience losses, in the near term, until such time as our
Cymedix(R)software products can be successfully deployed with customers and produce
revenue. The continuing development, marketing and deployment of the Cymedix software
products will depend upon our ability to obtain additional financing. Our Cymedix(R)
products are still in the testing and deployment stage and have not generated any
significant revenue to date. We are funding our operations through the sale of our
securities. There can be no assurance that additional investments or financings will be
available to us as needed to support the development and deployment of Cymedix products.
Failure to obtain such capital on a timely basis could result in lost business
opportunities, the sale of the Cymedix business at a distressed price or the financial
failure of our company. See "The Company-Recent Developments."
We have granted a security interest in all of our intellectual property assets to
secure a financing, which means if we default in our obligations to the lender, we may
loss these assets in the foreclosure process.
The use of secured borrowings increases the risk of loss of the assets used to
secure the borrowing. If an event of default occurs under the security agreement, the
lender will be able to foreclose on the assets used to secure the borrowing and sell
those assets to the highest bidder. In addition, it is generally believed that
foreclosure sales, which are "distress sales", will not maximize the proceeds that are
paid for the assets being sold. The loan we entered into is secured by the grant of a
security interest in all Medix's intellectual property, including its patent, copyrights
and trademarks. While Medix can cure a payment default by the forced conversion of the
loan into its common stock, a bankruptcy or similar event of default will trigger the
foreclosure provision of the security agreement. See "The Company-Recent Developments."
We are a development stage company, which means our products and services have not yet
proved themselves commercially viable and therefore our future is uncertain.
o We develop software for Internet-based communications and information management
for medical service providers, through our wholly-owned subsidiary, Cymedix Lynx
Corporation. Our Cymedix(R)products are still in the testing and deployment stage
and have not generated any significant revenue to date. We are funding our
operations through the sale of our securities. Our ability to continue to sell
our securities can not be assured.
o We are still in the process of gaining experience in marketing software products,
providing software support services, evaluating demand for products, financing a
software business and dealing with government regulation of software products.
While we are putting together a team of experienced executives, they have come
from different backgrounds and may require some time to develop an efficient
operating structure and corporate culture for our company. We believe our
structure of multiple offices serves our customers well, but it does present an
additional challenge in building our corporate culture and operating structure.
Our market is rapidly changing and the introduction of software services and products
into that market has been slow, which may cause us to be unable to develop a profitable
market for our services and products.
o As a developer of software products, we will be required to anticipate and adapt
to evolving industry standards and new technological developments. The market
for our software products is characterized by continued and rapid technological
advances in both hardware and software development, requiring ongoing
expenditures for research and development, and timely introduction of new
products and enhancements to existing products. The establishment of standards
is largely a function of user acceptance. Therefore, such standards are subject
to change. Our future success, if any, will depend in part upon our ability to
enhance existing products, to respond effectively to technology changes, and to
introduce new products and technologies that are functional and meet the
evolving needs of our clients in the healthcare information systems market.
o The introduction of software products in our market has been slow due to the
large number of small practitioners who are resistant to change and the costs
associated with change, particularly in a period of rising pressure to reduce
costs in the market. We are currently devoting significant resources toward the
development of products. There can be no assurance that we will successfully
complete the development of these products in a timely fashion or that our
current or future products will satisfy the needs of the healthcare information
systems market. Further, there can be no assurance that products or
technologies developed by others will not adversely affect our competitive
position or render our products or technologies noncompetitive or obsolete.
As a provider of medical software products and services, we may become liable for
product liability claims beyond the levels of our insurance that could have a materially
adverse impact on our financial condition.
Certain of our products provide applications that relate to patient medical histories
and treatment plans. Any failure by our products to provide accurate, secure and timely
information could result in product liability claims against us by our clients or their
affiliates or patients. We maintain insurance that we believe currently is adequate to
protect against claims associated with the use of our products, but there can be no
assurance that our insurance coverage would adequately cover any claim asserted against
us. The limits of that coverage is $2,000,000 in the aggregate and $1,000,000 per
occurrence A successful claim brought against us in excess of our insurance coverage
could have a material adverse effect on our results of operations, financial condition or
business. Even unsuccessful claims could result in the expenditure of funds in
litigation, as well as diversion of management time and resources.
Our industry, the healthcare industry, continually experiences rapid change and
uncertainty that could result in issues for our business planning or operations that
could severely impact on our ability to become profitable.
The healthcare and medical services industry in the United States is in a period of
rapid change and uncertainty. Governmental programs have been proposed, and some
adopted, from time to time, to reform various aspects of the U.S. healthcare delivery
system. Some of these programs contain proposals to increase government involvement in
healthcare, lower reimbursement rates and otherwise change the operating environment for
our customers. Particularly, the Health Insurance Portability and Accountability Act of
1996, and the regulations that are being promulgated thereunder, are causing the
healthcare industry to change its procedures and incur substantial cost in doing so.
Although we expect these regulations to have the beneficial effect of spurring adoption
of our software products we cannot predict with any certainty what impact, if any, these
and future healthcare reforms might have on our business.
We rely on intellectual property rights, such as patents, copyrights, trademarks and
unprotected propriety technology in our business operations and to create value in our
company, however, protecting intellectual property frequently requires litigation and
close legal monitoring and may adversely impact our ability to become profitable.
o Our wholly-owned subsidiary, Cymedix Lynx Corporation, has been granted certain
patent rights, trademarks and copyrights relating to its software business.
These patents and copyrights have been assigned by our subsidiary to the parent
company, Medix. The patent rights and intellectual property legal issues for
software programs, such as the Cymedix(R)products, are complex and currently
evolving. Since patent applications are secret until patents are issued, in the
United States, or published, in other countries, we cannot be sure that we are
the first to file any patent application. In addition, there can be no
assurance that competitors, many of which have far greater resources than we do,
will not apply for and obtain patents that will interfere with our ability to
develop or market product ideas that we have originated. Further, the laws of
certain foreign countries do not provide the protection to intellectual property
that is provided in the United States, and may limit our ability to market our
products overseas. We cannot give any assurance that the scope of the rights
that we have been granted are broad enough to fully protect our Cymedix software
from infringement.
o Litigation or regulatory proceedings may be necessary to protect our intellectual
property rights, such as the scope of our patent. In fact, the computer
software industry in general is characterized by substantial litigation. Such
litigation and regulatory proceedings are very expensive and could be a
significant drain on our resources and divert resources from product
development. There is no assurance that we will have the financial resources to
defend our patent rights or other intellectual property from infringement or
claims of invalidity.
o We also rely upon unprotected proprietary technology and no assurance can be
given that others will not independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to or disclose
our proprietary technology or that we can meaningfully protect our rights in such
unpatented proprietary technology. We will use our best efforts to protect such
information and techniques, however, no assurance can be given that such efforts
will be successful. The failure to protect our intellectual property could
cause us to lose substantial revenues and to fail to reach its financial
potential over the long term.
Because our business is highly competitive and there are many competitors who are
financially stronger than we are, we are at risk of being outperformed in staffing,
marketing, product development and customer services, which could severely limit our
ability to become profitable.
o Medical Information Software. Competition can be expected to emerge from
established healthcare information vendors and established or new Internet
related vendors. The most likely competitors are companies with a focus on
clinical information systems and enterprises with an Internet commerce or
electronic network focus. Many of these competitors will have access to
substantially greater amounts of capital resources than we have access to, for
the financing of technical, manufacturing and marketing efforts. Frequently,
these competitors will have affiliations with major medical product or software
development companies, who may assist in the financing of such competitor's
product development. We will seek to raise capital to develop Cymedix products
in a timely manner, however, so long as our operations remain underfunded, as
they now are, we will be at a competitive disadvantage.
o Software Development Personnel. The success of the development of our Cymedix
software is dependent to a significant degree on our key management and
technical personnel. We believe that our success will also depend upon our
ability to attract, motivate and retain highly skilled, managerial, sales and
marketing, and technical personnel, including software programmers and systems
architects skilled in the computer languages in which our Cymedix products
operate. Competition for such personnel in the software and information
services industries is intense. The loss of key personnel, or the inability to
hire or retain qualified personnel, could have a material adverse effect on our
results of operations, financial condition or business.
We have relied on the private placement exemption to raise substantial amounts of
capital, and could suffer substantial losses if that exemption was determined not to have
been properly relied upon.
We have raised substantial amounts of capital in private placements from time to
time. The securities offered in such private placements were not registered with the SEC
or any state agency in reliance upon exemptions from such registration requirements.
Such exemptions are highly technical in nature and if we inadvertently failed to comply
with the requirements of any of such exemptive provisions, investors would have the right
to rescind their purchase of our securities or sue for damages. If one or more investors
were to successfully seek such rescission or institute such suit, Medix could face severe
financial demands that could material and adversely affect our financial position.
The impact of shares of our common stock that may become available for sale in the
future may result in the market price of our stock being depressed.
As of February 15, 2002, we had 58,132,297 shares of common stock outstanding. As of
that date, approximately 16,588,254 shares were issuable upon the exercise of outstanding
options, warrants or other rights, and the conversion of preferred stock. Most of these
shares will be immediately saleable upon exercise or conversion under registration
statements we have filed with the SEC. The exercise prices of options, warrants or other
rights to acquire common stock presently outstanding range from $0.19 per share to $4.97
per share. During the respective terms of the outstanding options, warrants, preferred
stock and other outstanding derivative securities, the holders are given the opportunity
to profit from a rise in the market price of the common stock, and the exercise of any
options, warrants or other rights may dilute the book value per share of the common stock
and put downward pressure on the price of the common stock. The existence of the
options, conversion rights, or any outstanding warrants may adversely affect the terms on
which we may obtain additional equity financing. Moreover, the holders of such
securities are likely to exercise their rights to acquire common stock at a time when we
would otherwise be able to obtain capital on terms more favorable than could be obtained
through the exercise or conversion of such securities. See also the impact of our equity
line of credit financing discussed in the following paragraphs.
Because of dilution of our common stock from our equity line of credit, the market
price of our stock may be depressed.
o In connection with our equity line of credit financing, we have registered
9,500,000 additional shares with the SEC for sale by the providers of the
financing, of which 5,285,590 shares remain available for issuance as of
February 15, 2002. See "Summary." The resale of the common stock that may be
issued by us under the equity line of credit will substantially increase the
number of our publicly traded shares ("float"). If existing shareholders
perceive that this increased float is not accompanied by a commensurate increase
in value to the Company, then shareholder value-real or perceived-will be
diluted. Such dilution could cause holders of our shares of common stock to
sell, thus depressing the price of our common stock. Therefore, the very
existence of the equity line financing could depress the market price of our
common stock.
o The resale of the common stock that will be issued by us under our equity line of
credit financing could depress the market price of our common stock. The terms
of the equity line provide that we will sell shares of our common stock to the
providers of the financing at 91% of the average of the three lowest of the daily
volume-weighted average prices of our common stock during the 22-trading day
period immediately before our request for the advance. Therefore, since all of
the shares that are issued by us in connection with advances under the equity
line financing will have a "built-in" discount of at least 9% upon issuance, this
could produce an impetus for the providers of the equity line to resell their
shares sooner or in greater quantity than they would otherwise. Such resale
could have the effect of depressing our share price.
Because of market volatility in our stock price, investors may find that they have a loss
position if emergency sales become necessary.
Historically, our common stock has experienced significant price fluctuations. This
has been caused by one or more of the following factors:
o unfavorable announcements or press releases relating to the technology sector;
o regulatory, legislative or other developments affecting our company or the health
care industry generally;
o conversion of our preferred stock and convertible debt into common stock at
conversion rates based on current market prices or below of our common stock and
exercise of options and warrants at below current market prices;
o sales by those financing our company through an equity line of credit or
convertible securities which have been registered with the SEC and may be sold into
the public market immediately upon receipt; and
o market conditions specific to technology and internet companies, the health care
industry and general market conditions.
In addition, in recent years the stock market has experienced significant price and
volume fluctuations. These fluctuations, which are often unrelated to the operating
performance of specific companies, have had a substantial effect on the market price for
many health care related technology companies. Factors such as those cited above, as
well as other factors that may be unrelated to our operating performance may adversely
affect the price of our common stock.
The application of the "penny stock" rules to our common stock may depress the market for
our stock.
Trading of our common stock may be subject to the penny stock rules under the
Securities Exchange Act of 1934, as amended, unless an exemption from such rules is
available. Broker-dealers making a market in our common stock will be required to
provide disclosure to their customers regarding the risks associated with our common
stock, the suitability for the customer of an investment in our common stock, the duties
of the broker-dealer to the customer and information regarding bid and ask prices for our
common stock, and the amount and description of any compensation the broker-dealer would
receive in connection with a transaction in our common stock. The application of these
rules may result in fewer market makers making a market of our common stock and further
restrict the liquidity of our common stock.
We do not anticipate paying any cash dividends on our common stock in the foreseeable
future.
We have not had earnings, but if earnings were available, it is our general policy to
retain any earnings for use in our operation. Therefore, we do not anticipate paying any
cash dividends on our common stock in the foreseeable future. Any payment of cash
dividends on our common stock in the future will be dependent upon our financial
condition, results of operations, current and anticipated cash requirements, plans for
expansion, as well as other factors that the Board of Directors deems relevant. We
anticipate that our future financing agreements will prohibit the payment of common stock
dividends without the prior written consent of those providers.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference into this Prospectus
contain forward-looking statements, which mean that they relate to events or transactions
that have not yet occurred, our expectations or estimates for Medix's future operations,
our growth strategies or business plans or other facts that have not yet occurred. Such
statements can be identified by the use of forward-looking terminology such as "might,"
"may," "will," "could," "expect," "anticipate," "estimate," "likely," "believe," or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The following risk factors contain discussions of important factors that
should be considered by prospective investors for their potential impact on
forward-looking statements included in this Prospectus and in the documents incorporated
by reference into this Prospectus. These important factors, among others, may cause
actual results to differ materially and adversely from the results expressed or implied
by the forward-looking statements.
THE COMPANY
General
Medix Resources, Inc., a Colorado corporation, sold its supplemental staffing
business, which operated under the tradenames "National Care Resources" and "TherAmerica"
on February 19, 2000, and now principally develops software for Internet-based
communications and information management for medical service providers, through its
wholly-owned subsidiary, Cymedix Lynx Corporation.
We acquired the Cymedix business in January of 1998. Cymedix has developed
Internet-based communications and information management product, which we began
marketing to medical professionals in select markets nationwide. Growth of the medical
information management marketplace is being driven by the need to share significant
amounts of clinical and patient information between physicians, their outpatient service
providers, hospitals, insurance companies and managed care organizations. This market is
one of the fastest-growing sectors in healthcare today, commanding a projected two-thirds
of health care capital investments. The Cymedix(R)software contains patented elements
that can be used to develop secure medical communications products that make use of the
Internet. Using the Cymedix software, medical professionals can order, prescribe and
access medical information from participating insurance companies and managed care
organizations, as well as from any participating outpatient service provider, such as a
laboratory, radiology center, pharmacy or hospital. We will provide the software at
minimal charges to physicians and clinics, and will collect user fees whenever these
products are used to provide services on the Internet. The products' relational database
technology will provide physicians with a permanent, ongoing record of each patient's
name, address, insurance or managed care affiliation, referral status, medical history,
personalized notes and an audit trail of past encounters. Physicians will be able to
electronically order medical procedures, receive and store test results, check patient
eligibility, make medical referrals, request authorizations, and report financial and
encounter information in a cost-effective, secure and timely manner.
Our principal executive office is located at The Graybar Building, 420 Lexington Ave.,
Suite 1830, New York, NY 10170, and its telephone number is (212) 697-2509. Our principal
administrative office is at 7100 East Belleview Ave., Greenwood Village, CO 80111, and
its telephone number is (303) 741-2045. We also have offices in California, Georgia and
New Jersey.
Recent Developments
The introduction of our next generation of proprietary, point-of-care products,
Cymedix(R)III, is proceeding with our five active customers. Our improved suite of
software products is based upon a robust and device-neutral architecture that leverages
proven workstation, handheld and wireless technologies and is being installed and tested
for Pharmacy, Laboratory and PlanConnect services. We continue to be in the development
and testing phase with each of our active contracts, and therefore receive no revenue.
Revenue will begin when we reach certain milestones under each contract and we enter the
production phase of the contract. The marketing and development of our Cymedix III suite
of software products is our sole business at this time, and a substantial portion of our
net operating loss is due to such efforts. We are funding such expenses as well as our
administrative expenses through the sale of our securities. We have no significant debt
financing available to us.
During 2001, our wholly-owned subsidiary, Automated Design Concepts, Inc. (ADC) ceased
operations in connection with our cost reduction program, which had been brought on by
our inability to raise budgeted capital. It was determined that the business of the
subsidiary was not part of our core business operations and therefore did not justify our
continued financial support. In connection with the termination of our subsidiaries
operations we took a write-off of goodwill in the amount of $440,000. We also determined
that our license of proprietary software from Zirmed.com had no value to us and had no
more than a nominal market value. As a result, we wrote-off the unamortized value of the
related intangible asset, which was $671,000. We had acquired ADC in early 2000 from an
officer and director of the Company for cash and stock valued at $487,000. He resigned
his positions with us on March 2, 2001.
We had $10,264 in cash as of February 15, 2002 with a net working capital deficit of
approximately $1,704,865. During 2001, net cash used in operating activities was
$4,649,825. During the year, we raised approximately $3,080,219 from the exercise of
options and warrants, and the issuance of common stock. During the year, we have been
delinquent, from time to time, in the payment of our current obligations, including
payments of withholding and other tax obligations. All payroll related taxes are now
current. We continue in discussions and negotiations with institutional sources
regarding debt and equity financings to fund our operations and to permit us to remove
the "going concern" qualification in our auditor's report in connection with the audit of
our annual financial statements. There can be no assurance that additional
investments or financings will be available to us as needed. Failure to obtain such
capital on a timely basis could result in lost business opportunities, the sale of
the Cymedix business at a distressed price or our financial failure.
We executed an Amended and Restated Common Stock Purchase Warrant with Wellpoint
Pharmacy Management, dated February 18, 2002, to restructure our obligations to issue
warrants to Wellpoint. Under that Warrant, we are obligated to issue up to 7,000,000
shares of our common stock at exercise prices of $0.30 per share for 3,000,000, $0.50 per
share for 3,000,000 shares and $1.75 per share for 1,000,000 shares, if various
performance related vesting requirements are satisfied by Wellpoint. Currently,
Wellpoint has satisfied certain of these requirements giving Wellpoint the right to
purchase 1,850,000 shares of our common stock at $0.30 per share have been earned by
Wellpoint. Wellpoint's rights to purchase our shares under the Warrant expire on
September 8, 2004. The Warrant grants to Wellpoint certain registration rights to require
us to register with the SEC the shares issued to Wellpoint for resale to the public. In
the Warrant, Wellpoint has agreed to restrict sales to the public of these shares during
the first year after they have been issued to 200,000 shares per month and 100,000 shares
in any five trading days. The Warrant contains anti-dilution provisions providing that
the number of shares that may be purchased by Wellpoint under the Warrant my be adjusted
in certain circumstances.
We entered into a secured convertible loan agreement with Wellpoint, dated February
19, 2002, pursuant to which we borrowed $1,000,000 from Wellpoint Health Networks Inc.
The loan becomes payable on February 19, 2003, if not converted into our common stock.
The loan earns annual interest at a floating rate of 300 basis points over prime, as it
is adjusted from time to time, which is also payable at maturity and may be converted
into common stock. Conversion into common stock is at the option of either Wellpoint or
Medix at a contingent conversion price. The conversion price will be either (i) at the
price at which additional shares are sold to other private placement investors if Medix
obtains written commitments for at least an additional $4,000,000 of equity by the close
of business on September 30, 2002, from persons not affiliates of Wellpoint, and if such
sales are closed by the maturity date of the loan, or (ii) at a price equal to 80% of the
then-current Fair Market Value (as defined below) if Medix is unable to obtain a written
commitment for the additional equity investment by the close of business on September 30,
2002 or close the sales by the maturity date. For this purpose, "Fair Market Value"
shall be the average closing price of Medix common stock for the twenty trading days
ending on the day prior to the day of the conversion. The loan is secured by the grant
of a security interest in all Medix's intellectual property, including its patent,
copyrights and trademarks. While Medix can cure a default in the repayment of the loan
at the fixed maturity date by the forced conversion of the loan into its common stock, a
cross default, breach of representation or warranty, and bankruptcy or similar event of
default will trigger the foreclosure provision of the security agreement.
USE OF PROCEEDS
The net proceeds from the sale of shares will be received by the selling
shareholders. Medix will not receive any of the proceeds from any sale of the shares by
the selling shareholders. However, Medix will receive the proceeds from the exercise of
warrants and options to purchase the shares to be sold hereunder. If all related
warrants and options are exercised, Medix would receive proceeds of $210,250. However,
rights to exchange the equity value of some warrants and options in the exercise of other
warrants and options could reduce the amount received in cash upon the exercise the
warrants and options referred to in this Prospectus. Any such proceeds will be used as
working capital.
SELLING SHAREHOLDERS
The table below sets forth information as of February 22, 2002, with respect to the
selling shareholders, including names, holdings of shares of common stock prior to the
offering of the shares, the number of shares being offered for each account, and the
number and percentage of shares of common stock to be owned by the selling shareholders
immediately following the sale of the shares, assuming all of the offered shares are
sold. We have been informed that the voting and investment control of Nais Corporation
is exercised by its sole shareholder, Mrs. Pauline Winter, and its board of directors,
Mrs. Winter, Mr. Eric Ehrenhaus, Dr. Michael Ehrenhaus and Ms. Fawn Spirgel.
Shares of
Common
Stock Shares of Shares of Common
Name Beneficially Common Stock to be
------ Owned Stock Beneficially Owned
Before the Being After the Offering
Offering Offered --------------------
-------- ------- Number Percentage
------- ----------
Michael J. Ruxin 195,000 195,000 0 0
Nais Corporation 250,000 90,000 160,000 *
Lyle B. Stewart 200,000 75,000 125,000 *
Fritz & Miller, P.C. 15,035 9,568 5,467 *
Shapiro Forman Allen & 30,800 19,600 11,200 *
Miller LLP
Guli R. Rajani 30,555 19,444 11,111 *
Nicole S. Rajani 30,555 19,444 11,111 *
Ajay G. Rajani 30,555 19,444 11,111 *
------- -------
Total 782,500 447,500
---------
*less than 1%
Relationship Between Medix and the Selling Shareholders
The selling shareholders have or will acquire the shares of common stock indicated
above upon the exercise of warrants or options issued for services rendered or in
settlement of litigation. None of the persons listed above are affiliates or controlled
by affiliates of the Company. We have a separate contractual obligation to file this
registration with certain of the selling shareholders.
All of the selling shareholders, other than Mr. Stewart, received their shares as a
result of the settlement of three litigations with us, Michael J. Ruxin v. Cymedix Lynx
Corporation, and Medix Resources, Inc., Guli R. Rajani v. Medix Resources, Inc., and
Yecheskel Munk and the Nais Corporation v. Medix Resources, Inc. f/k/a International
Nursing Services, Inc. They were all discussed in our 2000 Form 10-KSB. In the first
two cases the settlement involved issuing warrants to the plaintiffs giving them the
right to purchase 195,000 and 137,500 shares, respectively, of our common stock at the
exercise price of $0.50 per share. In the case of Mr. Ruxin additional warrants may be
issued for delays in registering his shares for sale in the public markets. In the third
litigation, the plaintiff Nais Corporation was issued 90,000 shares of our common stock
in the negotiated settlement of the matter. In each settlement the case against us was
dismissed with prejudice. Mr. Rajani has directed a portion of the warrants he received
in the settlement to his wife and son and to the counsel who represented him in his
litigation against us. 50,000 shares covered by Mr. Rajani's settlement warrants were
registered in an earlier registration statemement declared effective by the SEC.
Mr. Stewart, our outside legal counsel, has received a compensatory grant of options
under our 1999 Stock Option Plan covering the shares registered in his name. They are
exercisable at $0.92 per share.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 100,000,000 shares of common stock, par value $.001
per share, and 2,500,000 shares of preferred stock. As of February 15, 2002, we had
outstanding 58,132,297 shares of common stock, 1 share of 1996 Preferred Stock, 50 shares
of 1999 Series B Preferred Stock and 375 shares of 1999 Series C Preferred Stock. As of
such date, our common stock was held of record by approximately 380 persons and
beneficially owned by approximately 9,000 persons.
Common Stock
Each share of common stock is entitled to one vote at all meetings of shareholders.
Shareholders are not permitted to cumulate votes in the election of directors.
Currently, the Board of Directors consists of six directors, who serve for staggered
terms of three years, with at least two directors elected at every annual meeting. All
shares of common stock are equal to each other with respect to liquidation rights and
dividend rights. There are no preemptive rights to purchase any additional common
stock. In the event of liquidation, dissolution or winding up of Medix, holders of the
common stock will be entitled to receive on a pro rata basis all assets of Medix
remaining after satisfaction of all liabilities and preferences of the outstanding
preferred stock. The outstanding shares of common stock and the shares of common stock
issuable upon conversion or exercise of derivative securities are or will be, as the case
may be, duly and validly issued, fully paid and non-assessable.
Transfer Agent and Registrar
We have retained Computershare Trust Company, Inc., 12039 W. Alameda Parkway, Suite
Z-2, Lakewood, Colorado 80228, as Transfer Agent and Registrar for the our common stock,
(303) 986-5400.
PLAN OF DISTRIBUTION
The selling shareholders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of Common
Stock on any stock exchange, market or trading facility on which the shares are traded.
These sales may be at fixed or negotiated prices. The selling shareholders may use any
one or more of the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate the
transaction;
o purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
o an exchange distribution in accordance with the rules of the applicable exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling shareholders to sell a specified number
of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the Securities Act,
if available, rather than under this prospectus.
The selling shareholders may also engage in short sales against the box, puts and
calls and other transactions in securities of the Company or derivatives of Company
securities and may sell or deliver shares in connection with these trades. The selling
shareholders may pledge their shares to their brokers under the margin provisions of
customer agreements. If a selling shareholder defaults on a margin loan, the broker may,
from time to time, offer and sell the pledged shares. The selling shareholders have
advised the Company that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their shares
other than ordinary course brokerage arrangements, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the selling
shareholders.
Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions or
discounts from the selling shareholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The selling
shareholders do not expect these commissions and discounts to exceed what is customary in
the types of transactions involved.
Selling shareholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
The Company is required to pay all fees and expenses incident to the registration of
the shares, including fees and disbursements of counsel to certain of the selling
shareholders. Otherwise, all discounts, commissions or fees incurred in connection with
the sale of the common stock offered hereby will be paid by the selling shareholders.
The Company has agreed to indemnify certain selling shareholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
Upon the Company being notified by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to
Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling
shareholder and of the participating broker-dealer(s), (ii) the number of shares
involved, (iii) the price at which such shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that
such broker-dealer(s) did not conduct any investigation to verify the information set out
or incorporated by reference in this prospectus, and (vi) other facts material to the
transaction.
In order to comply with the securities laws of certain states, if applicable, the
shares will be sold in such jurisdictions, if required, only through registered or
licensed brokers or dealers. In addition, in certain states the shares may not be sold
unless the shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and complied with.
The Company has advised the selling shareholders that the anti-manipulative provisions
of Regulation M promulgated under the Exchange Act may apply to their sales of the shares
offered hereby.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article 109 of the Colorado Business Corporation Act generally provides that Medix
may indemnify its directors, officers, employees and agents against liabilities in any
action, suit or proceeding whether civil, criminal, administrative or investigative and
whether formal or informal (a "Proceeding"), by reason of being or having been a
director, officer, employee, fiduciary or agent of Medix, if such person acted in good
faith and reasonably believed that his conduct, in his official capacity, was in the best
interests of Medix (or, with respect to employee benefit plans, was in the best interests
of the participants of the plan), and in all other cases that his conduct was at least
not opposed to Medix's best interests. In the case of a criminal proceeding, the
director, officer, employee or agent must have had no reasonable cause to believe that
his conduct was unlawful. Under Colorado Law, Medix may not indemnify a director,
officer, employee or agent in connection with a proceeding by or in the right of Medix if
the director is adjudged liable to Medix, or in a proceeding in which the directors,
officer employee or agent is adjudged liable for an improper personal benefit.
Our Articles of Incorporation provide that we shall indemnify its directors, and
officers, employees and agents to the extent and in the manner permitted by the
provisions of the laws of the State of Colorado, as amended from time to time, subject to
any permissible expansion or limitation of such indemnification, as may be set forth in
any shareholders' or directors' resolution or by contract.
Insofar as indemnification for liabilities under the Securities Act of 1933, as
amended (the "Securities Act"), may be permitted to directors, officers or persons
controlling Medix pursuant to the foregoing provisions, Medix has been informed that in
the opinion of the Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
AVAILABLE INFORMATION
We are a reporting company and file our annual, quarterly and current reports, proxy
material and other information with the SEC. Reports, proxy statements and other
information concerning Medix filed with the Commission may be inspected at the Public
Reference Room maintained by the Commission at its office, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can be obtained from the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The public may obtain information about the Public reference room in
Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our SEC filings are also
available at the SEC's Website at "http://www.sec.gov".
We have filed a registration statement under the Securities Act, with respect to the
securities offered pursuant to this Prospectus. This Prospectus does not contain all of
the information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For further
information, reference is made to the registration statement and the exhibits filed as a
part thereof, which may be found at the locations and Website referred to above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file with them,
which means that we can disclose important information to you by referring you to the
documents filed with the SEC that contains that information. The information
incorporated by reference is an important part of this Prospectus, and it is important
that you review it before making your investment decision. We hereby incorporate by
reference the documents listed below:
(a) a copy of our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000, filed with the SEC on March 21, 2001;
(b) copies of our Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, June 30, and September 30, 2001, filed with the SEC on May 14, August 14, and
November 14, 2001;
(c) copies of the our Forms 8-K, filed with the SEC on January 9, January 16, January
17, January 29, February 1, February 20, March 15, March 27, April 5, April 11,
April 23, May 24, June 12, June 22, 2001, July 30, October 9, October 24, October
31, and November 2, November 15, December 11, and December 26, 2001, and January
18, 2002 .
We are delivering with this Prospectus a copy of the Form 10-KSB and the most recent
Form 10-Q referred to above. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Prospectus, or made herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document, which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this
Prospectus and prior to the termination of the Offering pursuant to this Prospectus shall
be deemed to be incorporated by reference and to be a part of this Prospectus from the
date of filing of such documents.
We will provide without charge to each person, including any beneficial owner, to whom
a copy of this Prospectus is delivered, upon oral or written request of any such person,
a copy of any or all of the documents incorporated herein by reference, other than the
exhibits to such documents (unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Requests should be
directed to Investor Relations Department, Medix Resources, Inc., 7100 E. Belleview
Avenue, Suite 301, Greenwood Village, Colorado 80111, telephone (303) 741-2045.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for us by Lyle B.
Stewart, P.C. Lyle B. Stewart, P.C. has been granted options to purchase 25,000 shares
of Medix common stock at an exercise price of $0.26 per share, and Mr. Stewart,
individually, has been granted options to purchase 100,000 and 75,000 shares of Medix
common stock at exercise prices of $3.38 and $0.92 per share, respectively.
EXPERTS
The consolidated financial statements of Medix as of December 31, 2000, and for each
of the two years in the period ended December 31, 2000 appearing in our 2000 Form 10-KSB
have been audited by Ehrhardt Keefe Steiner & Hottman P.C., independent auditors, as
stated in their report appearing therein, and have been incorporated herein by reference
in reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the estimated expenses to be incurred by the Registrant in
connection with the issuance and distribution of the Shares being registered hereby.
SEC Registration Fee.............$ 84
Blue Sky Filing Fees and Expenses....0*
Accountants' Fees and Expenses...1,000*
Legal Fees and Expenses.........15,000*
Miscellaneous............... 0*
----------
TOTAL.........................$ 16,084*
--------------------
* Estimated, subject to change.
The Company will bear all of the above expenses of the registration of the Shares.
Item 15. Indemnification of Directors and Officers.
See "INDEMNIFICATION OF OFFICERS AND DIRECTORS" in the Prospectus.
Item 16. Exhibits.
Exhibit
Number Description
5.1 Opinion of Lyle B. Stewart, Esq*
10.1 Participation Agreement, dated as of April 2, 2001, between Medix and
Kaiser Foundation Health Plan of Georgia, Inc. (Portions of this Exhibit
have been omitted pursuant to a request for confidential treatment filed
with the Office of the Secretary of the SEC)
10.2 Agreement, dated as of October 18, 2001, between Medix and Merck-Medco
Managed Care, L.L.C. (Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment filed with the Office
of the Secretary of the SEC)
10.3 Vendor Services Agreement, dated as of September 28, 2001, between Medix
and Express Scripts, Inc. (Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment filed with the Office
of the Secretary of the SEC)
10.4 Binding Letter of Intent for Pilot and Production Programs, dated
September 8, 1999, between Medix, Cymedix and Professional Claims
Services, Inc. (d/b/a Wellpoint Pharmacy Management)
10.5 Pilot Agreement, dated as of December 28, 1999, between Cymedix and
Professional Claims Services, Inc. (d/b/a Wellpoint Pharmacy Management)
(Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Office of the Secretary of the SEC)
10.6 Agreement For Internet Medical Communications Network, dated March 2,
2000, between Cymedix and Loyola University Medical Center. (Portions
of this Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Office of the Secretary of the
SEC)
10.7 Amended and Restated Common Stock Purchase Warrant, as amended February
18, 2002, issued to Professional Claims Services, Inc (d/b/a Wellpoint
Pharmacy Management).
10.8 Securities Purchase Agreement, dated February 19, 2002, between Medix
and Wellpoint Health Networks Inc.
10.9 General Security Agreement, dated February 19, 2002, among Medix,
Cymedix and Wellpoint Health Networks Inc.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.
23.2 Consent of Lyle B. Stewart, Esq. (included in Exhibit 5.1)*
24.1 Power of Attorney (included on signature page)*
------------
* Previously Filed
Item 17. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange Commission (the
"Commission") by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
B. Insofar as indemnification for liabilities arising under the Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-2 and has duly caused this Amendment to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York
on February 28, 2002.
MEDIX RESOURCES, INC.
By /s/ John R. Prufeta*
John R. Prufeta,
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ John R. Prufeta* President, Chief Executive February 28, 2002
John R. Prufeta Officer and Director
(Principal Executive
Officer)
/s/ Gary L. Smith* Executive Vice President February 28, 2002
Gary L. Smith and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
/s/ John T. Lane* Director February 28, 2002
John T. Lane
/s/ David B. Skinner* Director February 28, 2002
David B. Skinner
/s/ Samuel H. Havens* Director February 28, 2002
Samuel H. Havens
/s/ Joan E. Herman* Director February 28, 2002
Joan E. Herman
_______________ Director -
Patrick W. Jeffries
_______________ Director -
Guy L. Scalzi
*Gary L. Smith, by signing his name hereto, does sign this document on behalf of himself
and each of Ms. Herman and Messrs. Prufeta, Havens, Skinner and Lane in the capacities
indicated immediately above, pursuant to powers of attorney duly executed by each such
person and filed with the Securities and Exchange Commission.
/s/Gary L. Smith
Gary L. Smith
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Lyle B. Stewart, Esq.*
10.1 Participation Agreement, dated as of April 2, 2001, between Medix,
Cymedix and Kaiser Foundation Health Plan of Georgia, Inc. (Portions of
this Exhibit have been omitted pursuant to a request for confidential
treatment filed with the Office of the Secretary of the SEC)
10.2 Agreement, dated as of October 18, 2001, between Medix and Merck-Medco
Managed Care, L.L.C. (Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment filed with the Office
of the Secretary of the SEC)
10.3 Vendor Services Agreement, dated as of September 28, 2001, between Medix
and Express Scripts, Inc. (Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment filed with the Office
of the Secretary of the SEC)
10.4 Binding Letter of Intent for Pilot and Production Programs, dated
September 8, 1999, between Medix, Cymedix and Professional Claims
Services, Inc. (d/b/a Wellpoint Pharmacy Management) (Portions of this
Exhibit have been omitted pursuant to a request for confidential
treatment filed with the Office of the Secretary of the SEC)
10.5 Pilot Agreement, dated as of December 28, 1999, between Cymedix and
Professional Claims Services, Inc. (d/b/a Wellpoint Pharmacy Management)
(Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Office of the Secretary of the SEC)
10.6 Agreement For Internet Medical Communications Network, dated March 2,
2000, between Cymedix and Loyola University Medical Center. (Portions
of this Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Office of the Secretary of the
SEC)
10.7 Amended and Restated Common Stock Purchase Warrant, as amended February
18, 2002, issued to Professional Claims Services, Inc (d/b/a Wellpoint
Pharmacy Management).
10.8 Securities Purchase Agreement, dated February 19, 2002, between Medix
and Wellpoint Health Networks Inc.
10.9 General Security Agreement, dated February 19, 2002, among Medix,
Cymedix and Wellpoint Health Networks Inc.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.
23.2 Consent of Lyle B. Stewart, Esq.
(included in Exhibit 5.1)*
24.1 Power of Attorney (included on the signature page)*
--------
*Filed previously