form_8k-030402
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: March 4, 2002
Medix Resources, Inc.
(Exact name of registrant as specified in its charter)
Colorado 0-24768 84-1123311
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
420 Lexington Avenue, Suite 1830 , New York, NY 10170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 697-2509
Item 5. Other Events. Press release, dated March 4, 2002, announcing $1,000,000 secured
convertible loan to Medix Resouces, Inc.
Exhibits
99.1 Copy of Press Release
99.2 Amended and Restated Common Stock Purchase Warrant, as amended February 18,
2002, issued by Medix to Professional Claims Services, Inc (d/b/a Wellpoint Pharmacy
Management).
99.3 Securities Purchase Agreement, dated February 19, 2002, between Medix and
Wellpoint Health Networks Inc.
99.4 General Security Agreement, dated February 19, 2002, among Medix, Cymedix and
Wellpoint Health Networks Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
MEDIX RESOURCES, INC.
Date: March 4, 2002 By: Gary L. Smith
Executive Vice President and
Chief Financial Officer
Exhibit 99.1
medix.resources, inc.
Connecting the world of healthcare
News Release
CONTACT: Gary Smith
(212) 697-2509
(212) 681-9817 (fax)
Andy Brown
(718) 323-7424
MEDIX RECEIVES $1MM INVESTMENT
----------------
New York, NY, March 4, 2002 - Medix Resources, Inc. (AMEX: MXR), the
healthcare connectivity company, today announced that it had received an
investment of $1 million by WellPoint Health Networks Inc. The investment takes
the form of a Secured Convertible Promissory Note and bears interest at a
floating rate of Prime Rate + 3% per annum, adjusted from time to time. The Note
matures in one year. The Note may be converted into common stock at the option
of either WellPoint or Medix at a contingent conversion price that will be
either (i) the price at which additional shares are sold to other investors if
Medix obtains written commitments for at least an additional $4 million by
September 30, 2002, or (ii) at a price equal to 80% of the then-current Fair
Market Value (as defined below) if Medix is unable to meet this $4 million
target. "Fair Market Value" is defined as the average of the closing prices of
Medix common stock for the twenty trading days preceding conversion
The loan is secured by the grant of a security interest in Medix'
intellectual property, including its patent, copyrights and trademarks. The
principal loan documents will be filed, together with this press release, as
exhibits to a Form 8-K to be filed with the SEC.
The securities represented by this loan have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirement.
Medix also announced that WellPoint Pharmacy Management, the nation's fourth
largest pharmacy benefit company and a wholly owned subsidiary of WellPoint
Health Networks Inc, and it have reached agreement on incentive terms for WPM to
assist in product distribution efforts with Medix and have executed an amended
warrant agreement setting forth those incentives. The Amended and Restated
Common Stock Purchase Warrant will also be filed as an exhibit to the
above-mentioned Form 8-K
About Medix Resources, Inc.
Medix Resources, Inc., through its wholly owned subsidiary Cymedix Lynx
Corporation, is the developer and provider of the Cymedix(R)suite of fully
secure transaction software products that enable communication of high value
added clinical, financial, and administrative healthcare information among
physician offices, hospitals, health management organizations and insurance
companies. Additional information about Medix Resources and its products and
services can be found by visiting its Web sites, WWW.MEDIXRESOURCES.COM and
WWW.CYMEDIX.COM, or by calling 212-697-2509 ext 301.
# # #
Information in this press release contains forward-looking statements that
involve risks and uncertainties that might adversely affect Medix's operating
results in the future to a material degree. Such risks and uncertainties
include, without limitation, the ability of Medix to raise capital to finance
the development of its software products, the effectiveness and the
marketability of those products, the ability of the Company to protect its
proprietary information, and the establishment of an efficient corporate
operating structure as the Company grows. These and other risks and
uncertainties are presented in detail in the Company's Form 10-KSB for 2000 and
its Form 10-Q for the third quarter of 2001, which were filed with the
Securities and Exchange Commission on March 21, 2001, and November 14, 2001,
respectively. This information is available from the SEC or the Company.