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 (Date of earliest event reported): May 31, 2007
PROXYMED, INC.
(Exact name of registrant as specified in its charter)
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| Florida
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000-22052
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65-0202059 |
| (State or other jurisdiction of
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(Commission File No.)
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(IRS Employer Identification |
| incorporation)
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1854 Shackleford Court, Suite 200,
Norcross, Georgia 30093-2924
(Address of principal executive offices)
(770) 806-9918
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 31, 2007, ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions (the “Company”) entered
into an employment agreement (the “Employment Agreement”) with Gerard M. Hayden, Jr., as Chief
Financial Officer. The contract is effective as of May 29, 2007. He had been operating without a
contract prior to this agreement. The base annual compensation is $170,000, which amount shall be
paid monthly at a rate of $14,166.66. In connection with his services, Mr. Hayden was previously
granted on April 2, 2007, 150,000 options to purchase shares of our common stock. Such options vest
as follows: twenty-five percent (25%) will vest April 2, 2008; the remaining seventy-five
percent (75%) will vest, pro rata, at the end of each of the remaining thirty-six (36) months. Any
partial percentage will be rounded to the next whole share.
In addition, the executive is eligible to receive cash bonuses in amounts equal to 50%
of his annual compensation and equity-based incentives at the discretion of the Compensation
Committee. The Employment Agreement is effective as of May 29, 2007, is for a three-year term and
will expire on May 29, 2010. The Employment Agreement shall automatically renew for additional
one (1) year terms thereafter, unless either party provides notice to the other party of its intent
not to renew such Employment Agreement not less than ninety (90) days nor more than one hundred and
twenty (120) days prior to the expiration of the then-current term or unless the Employment
Agreement is terminated earlier in accordance with its terms.
In the event of a termination of employment without cause or by the executive for good reason,
each as defined in the applicable agreement, if the executive executes a full and complete release
of any and all claims against the Company in a form satisfactory to the Company, the executive
shall receive: (i) six (6) months of the executive’s base salary as of the date of termination;
plus (ii) a pro rata portion of any accrued vacation not already taken; plus (iii) a pro rata
portion of any bonus that would have been paid to the executive under any bonus plan which is
adopted by the Company’s Compensation Committee or board of directors in such year if the Company
and executive have met the targeted goals prior to the date of termination; plus (iv) the
continuation for three (3) months from the effective date of termination of all of such executive’s
benefits including, without limitation, all insurance plans, on the same terms and conditions as
had been provided to such executive prior to the termination. All of the foregoing shall be payable in accordance with
the Company’s customary payroll practices then in effect.
Further, in the event of a termination of employment without cause or by the executive for
good reason, any options then held by such executive that have not already vested in accordance
with their terms shall immediately vest and become exercisable. Finally, options held by the
executive will vest upon a change in control of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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Description |
10.48
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Employment Agreement, dated May 31, 2007, by and between
ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions and Gerard
M. Hayden, Jr. |