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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) October 7, 2004
PATIENT INFOSYSTEMS, INC.
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(Exact name of Registrant as specified in charter)
Delaware 000-22319 16-1476509
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of I.D. No.)
Incorporation)
46 Prince Street, Rochester, New York 14607
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 585-242-7200
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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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
Patient Infosystems, Inc. (the "Company") hereby files this Form 8-K for
the purpose of updating the description of its capital stock, for which this
Form 8-K will be incorporated by reference into any of the Company's
registration statements on Form S-3, S-4 or S-8 (or applicable successor forms)
to be filed by the Company in the future, until such capital stock description
is subsequently amended or modified and included in a document filed by the
Company with the United States Securities and Exchange Commission pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 100,000,000 shares of capital stock
divided into (i) 80,000,000 shares of common stock, par value $0.01 per share
and (ii) 20,000,000 shares of preferred stock, par value $0.01 per share.
Common Stock
The holders of the Company's common stock are entitled to one vote for each
share held of record in the election of directors and in all other matters to be
voted on by the stockholders. There is no cumulative voting with respect to the
election of directors. As a result, the holders of more than 50% of the shares
voting for the election of directors can elect all of the directors. Holders of
common stock are entitled:
o to receive any dividends as may be declared by the Board of Directors out
of funds legally available for such purpose after payment of accrued
dividends on the outstanding shares of preferred stock; and
o in the event of the Company's liquidation, dissolution, or winding up, to
share ratably in all assets remaining after payment of liabilities and
after provision has been made for each class of stock having preference
over the common stock.
All of the outstanding shares of common stock are validly issued, fully
paid and nonassessable. Holders of the Company's common stock have no preemptive
right to subscribe for or purchase additional shares of any class of the
Company's capital stock.
Preferred Stock
The Company's Board of Directors has the authority, within the limitations
set forth in the Company's certificate of designations and certificate of
incorporation to provide by resolution for the issuance of preferred stock, in
one or more classes or series, and to fix the rights, preferences, privileges
and restrictions thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, liquidation preferences and the number of shares
constituting any series or the designation of such series.
Series C Preferred Stock
The holders of Series C Preferred Stock are entitled to eight votes
for each share held of record on all matters submitted to a vote of
stockholders. Holders of Series C Preferred Stock are entitled to receive
cumulative 9% dividends on an annual basis and ratably such dividends as
may be declared by the Board of Directors of the Company out of funds
legally available therefor. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, then, prior, and in
preference to any distribution of any assets to the holders of common
stock, the holders of Series C Preferred Stock will be entitled to be paid
in full in an amount equal to (i) $10 per share of Series C Preferred Stock
outstanding plus (ii) an amount equal to a cumulative, unpaid dividend at a
9% rate per annum plus (iii) an amount equal to all declared but unpaid
dividends on each such share accrued up to such date of distribution.
Holders of Series C Preferred Stock have no preemptive rights.
One share of the Series C Preferred Stock may be converted at any
time, at the holder's option, into ten shares of common stock. The
conversion rate will be adjusted if the Company pays a dividend on its
common stock or subdivides or combines its outstanding common stock. If at
any time, the Company proposes to offer and sell shares of preferred stock
having a conversion rate that is less than $1.00 per share of common stock,
then the conversion rate for the Series C Preferred Stock will be adjusted
such that each share of Series C Preferred Stock will be convertible into
such number of shares that equals $10.00 divided by the conversion rate of
the new shares of preferred stock offered and sold.
Series D Preferred Stock
The holders of Series D Preferred Stock are entitled to one hundred
twenty votes for each share held of record on all matters submitted to a
vote of stockholders. Holders of Series D Preferred Stock are entitled to
receive cumulative 9% dividends on an annual basis and ratably such
dividends as may be declared by the Board of Directors of the Company out
of funds legally available therefore. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, then,
prior, and in preference to any distribution of any assets to the holders
of Common Stock, the holders of Series D Preferred Stock will be entitled
to be paid in full in an amount equal to (i) a per share price for each
share of Series D Preferred Stock outstanding plus (ii) an amount equal to
a cumulative, unpaid dividend at a 9% rate per annum plus (iii) an amount
equal to all declared but unpaid dividends on each such share accrued up to
such date of distribution.
One share of the Series D Preferred Stock may be converted at any
time, at the holder's option, into ten shares of Common Stock. Holders of
Series D Preferred Stock have no preemptive rights. The conversion rate
will be adjusted if the Company pays a dividend on its common stock or
subdivides or combines its outstanding common stock. The conversion rate
will also be adjusted if the Company issues or sells common stock or
securities convertible into common stock at a price less than the then
effective conversion rate, in which case the conversion rate will be
adjusted to an amount equal to the effective price per share of the
securities sold in the transaction giving rise to the adjustment.
Holders of a majority in voting power of the Series D Preferred Stock
have the right to elect two members of the Board of Directors of the
Company.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PATIENT INFOSYSTEMS, INC.
Date: October 7, 2004 By: /s/Kent A. Tapper
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Kent A. Tapper
Sr. Vice President
principal accounting officer