SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)
PROXYMED, INC.
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(Name of Issuer)
COMMON STOCK ($.001 par value)
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(Title of Class of Securities)
744290305
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(CUSIP Number)
Jeffrey Himstreet, Esq., c/o Bingham McCutchen LLP, Suite 800,
1120 20th Street, N.W. Washington, DC 20036-3406 (202)778-6150
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 2002
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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 13d-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.
(1) 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 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).
CUSIP No. 744290305 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cramer Rosenthal McGlynn, LLC
13-3156718
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
376,879 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 376,879 Shares
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,879 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2
CUSIP No. 744290305 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edward J. Rosenthal
059-34-4698
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
10,847 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,847 Shares
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,847 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3
CUSIP No. 744290305 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gerald B. Cramer
062-22-3884
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
123,639 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 123,639 Shares
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,639 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4
Item 1. Security and Issuer
This Statement relates to the shares of Common Stock ("Common
Stock") of ProxyMed, Inc. (the "Company"), a corporation organized
under the laws of the State of Florida. The principal executive
offices of the Company are located at 2555 Davie Road, Suite 110,
Ft. Lauderdale, Florida 33317-7424.
Item 2. Identity and Background
(a) Pursuant to Rule 13-d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule
13D is being filed by Cramer Rosenthal McGlynn, LLC, a Delaware
limited liability company ("CRM LLC"), Gerald Cramer, an individual
and Edward J. Rosenthal, an individual. CRM LLC, Mr. Cramer and Mr.
Rosenthal (together, the "Reporting Persons") are making this
single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Exchange Act.
The Reporting Persons disclaim the existence of a group with any
other investors in the Company and do not affirm the existence of a
group among the Reporting Persons.
(b)-(c)
Cramer Rosenthal McGlynn, LLC
CRM LLC is a limited liability company that provides investment
management services and is registered as an investment advisor under
the Investment Advisors Act of 1940,as amended. The majority member
of CRM LLC is Cramer Rosenthal McGlynn,Inc. ("CRM Inc."), a New York
corporation. The principal business address of CRM LLC is 707
Westchester Avenue, White Plains, NY 10604. Its telephone number is
(212) 838-3830.
The name, business address and present principal occupation or
employment of each of the executive officers, directors and
controlling shareholders of CRM LLC and CRM Inc. is set forth on
Schedule I annexed hereto which is incorporated herein by reference.
Gerald B. Cramer
Mr. Cramer is principally employed as the Chairman of CRM LLC and
CRM Inc. The principal business address of Mr. Cramer is 707
Westchester Avenue, White Plains, New York 10604.
Edward J. Rosenthal
Mr. Rosenthal is principally employed as Vice Chairman of CRM LLC
and Vice Chairman and a director of CRM Inc. The principal business
address of Mr. Rosenthal is 707 Westchester Avenue, White Plains, NY
10604.
(d) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons and none of the persons
listed on Schedule I hereto has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons and none of the persons
listed on Schedule I hereto has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction or is
subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with
respect to such laws.
(f) Mr. Cramer and Mr. Rosenthal are both citizens of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for CRM LLC was the personal funds or working
capital of the clients to whom CRM, LLC provides discretionary
investment management services (the "Advisory Clients"). The source
of funds for Gerald B. Cramer and Edward J. Rosenthal was personal
funds. The personal funds and working capital may, at any given
time, include margin loans made by brokerage firms in the ordinary
course of business.
The total cost of the reported shares of Common Stock beneficially
owned by CRM LLC, including those of its clients is $5,497,283. The
cost of the reported shares of Common Stock beneficially owned by
Mr. Cramer is $3,373,825. The cost of the reported securities
beneficially owned by Mr.Rosenthal is $100,000.
Page 5
Item 4. The shares of Common Stock covered by this filing are being held for
investment purposes. The Reporting Persons will continue to monitor
and evaluate their investment in the Company in light of pertinent
factors,including without limitation the following: (a) the
Company's business, operations, assets, financial condition and
prospects; (b) market, general economic and other conditions; and
(c) other investment opportunities available to the Reporting
Persons. In light of the foregoing factors, and the plans and
requirements of the Reporting Persons from time to time, the
Reporting Persons may decide to (i) dispose of some or all of the
shares of the Common Stock that they beneficially own or (ii)
acquire additional shares of Common Stock or other securities of the
Company.
One of CRM LLC's principals, Gerald B. Cramer, is currently a member
of the Board of Directors of the Company. The Reporting Persons have
no other plans or proposals that relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(ii) a sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries;
(iii) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number
or term of directors;
(iv) any material change in the present capitalization or dividend
policy of the Company;
(v) any other material change in the Company's business or corporate
structure;
(vi) changes in the Company's charter or bylaws or other actions
which may impede the acquisition of control of the Company by any
person;
(vii) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of the outstanding Common Stock of the
Company reported owned by each Reporting Person is based upon
6,741,772 shares of Common Stock of the Company outstanding, as
reported in the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2002.
As investment manager for the Advisory Clients CRM LLC may be deemed
to beneficially own the aggregate 376,879 shares held by the
Advisory Clients. Such shares represent approximately 5.6% of the
outstanding Common Stock of the Company.
Page 6
Gerald B. Cramer beneficially owns 123,639 shares of the Company's
Common Stock representing approximately 1.8% of the outstanding
Common Stock of the Company.
Edward J. Rosenthal beneficially owns 10,847 shares of the Company's
Common Stock representing approximately 0.2% of the outstanding
Common Stock of the Company. Mr. Rosenthal holds 5,423 of such
shares in a retirement plan.
(b) By virtue of CRM LLC's position as investment manager for the
Advisory Clients, CRM LLC may be deemed to possess the sole power to
vote and dispose of the shares of Common Stock held by the Advisory
Clients. Pursuant to Rule 13d-4 promulgated under the Exchange Act,
the filing of this Statement on Schedule 13D shall not be construed
as an admission by CRM LLC that it is, for purposes of Section 13(d)
of the Exchange Act, the beneficial owner of any of the shares of
Common Stock held by the Advisory Clients. Each of Gerald B. Cramer
and Edward J. Rosenthal possesses the sole power to vote and dispose
of the shares of Common Stock reported herein as being beneficially
owned by each such individual, respectively.
(c) No transactions in the Company's Common Stock were effected by
CRM LLC for the Advisory Clients within the last 60 days.
Additionally, no transactions were effected by Mr. Cramer or Mr.
Rosenthal within the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuers
None.
Item 7. Material to be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 27, 2002
CRAMER ROSENTHAL MCGLYNN, LLC
By: /s/ Edward Azimi
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Name: Edward Azimi
Title: Head of Operations
/s/ Gerald B. Cramer
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Gerald B. Cramer
/s/ Edward J. Rosenthal
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Edward J. Rosenthal
Schedule I
Executive Officers and Directors
CRAMER ROSENTHAL MCGLYNN, LLC
The name and present principal occupation or employment of each of the
executive officers and directors of CRM LLC is set forth below. The business
address of each such person is 707 Westchester Avenue, White Plains, NY 10604.
Present Principal
Name Occupation and Employment
Gerald B. Cramer Chairman and a Manager
Ronald H. McGlynn President and CEO and a Manager
Edward J. Rosenthal Vice Chairman
Jay B. Abramson Executive Vice President
and a Manager
Fred M. Filoon Senior Vice President
Carlos Leal Chief Financial Officer
Page 7