SECURITIES AND
EXCHANGE COMMISSION
 
Washington, DC
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): September 10, 2003
  
  



  
    
      
 
    
      
MEDIX
      RESOURCES,  INC.
      

      

      
      
(Exact
      name of registrant as specified in its charter)
    
      
 
  
 


  
    
      
Colorado
      

      

      
      
(State or
      other jurisdiction of incorporation)
    
      
0-24768
      

      

      
      
(Commission File Number)
    
      
84-1123311
      

      

      
      
(IRS
      Employer Identification No.)
      
 
 
 
  



  
    
      
420 Lexington Avenue, Suite 1830, New York, New York
      

      
(Address of principal executive offices)
    
      
10170
      

      
(Zip Code)
  



 
  



  
    
      
 
    
      
Registrant's
      telephone number, including area code:
    
      
 
    
      
(212) 697-2509 
    
    
  









  
Item 2.  Acquisition or
Disposition of Assets.
             
          
On November 10, 2003, Medix Resources, Inc., a Colorado corporation (the
"Company"), purchased, pursuant to an Asset Purchase Agreement, the portion
of the business of The Duncan Group, Inc., an Indiana corporation
("Seller"), operated and known as Frontline Physicians Exchange/Frontline
Communications (the "Business") and substantially all of the assets owned by
Seller that are used in, or necessary for, the conduct of, its 24-hour
telemessaging
service, including, intellectual property, fixed assets, customer lists,
goodwill, cash and cash equivalents, in consideration of: (i) $1,500,000 in cash,
(ii) forbearance of  a loan made by
the Company to Seller in the principal amount of  $67,000, (iii) $500,000  in the form of 915,751 shares
(the "Cash Equivalent Shares") of common stock of the Company ("Common
Stock"),  (iv) $1,500,000 in the
form of 2,747,253 shares (the "Forfeitable Shares") of Common
Stock  to be held in escrow, subject to forfeiture to the Company if the
2003 gross revenues from the Business do not equal or exceed $1,000,000, as
determined no later than March 31, 2004, (iv) 15% of gross revenues generated
by the Business in 2003 and 2004, payable upon completion of annual audits (no
later than March 31 following the end of each such calendar year), subject to
certain adjustments for unpaid liabilities accruing prior to the closing and
indemnification claims, if any, of the Company, and (v) up to an additional
$2,500,000 in the form of shares (the "Incentive Shares") of Common
Stock  upon the achievement of certain milestones  (collectively, the
"Purchase Price").  The Purchase
Price will be reduced on a dollar-for-dollar basis if the closing date working
capital of the Business is less than $5,000. 
 The number of Cash Equivalent Shares and Forfeitable Shares was
determined based on the average closing price on the American Stock Exchange for
the 20 trading days immediately preceding the closing date.  The number of
Incentive Shares, if any, will be determined based on the average closing price
on the American Stock Exchange for the 20 trading days immediately preceding the
achievement of each milestone. 
  
           
The Business provides telephone answering services to physicians and other
medically-related businesses and answering and other virtual office services to
non-medical businesses and professionals.  
The Company currently intends to devote the acquired assets for the
purposes to which they were used by the Seller prior to the acquisition. The
source of funds for the acquisition was the proceeds from a private placement of
the Company's securities. 
  
           
In connection with the Asset Purchase Agreement, the Company has entered into a
Registration Rights Agreement which provides, among other things, that the
Company prepare and file a registration statement on Form S-3 covering the (i)
Cash Equivalent shares within 20 days of the closing, (ii) the Forfeitable
Shares within 20 days after the forfeiture provision application to such
Forfeitable Shares has lapsed, and (iii) the Incentive Shares within 45 days of
the achievement of each milestone applicable to the Incentive Shares. 

  
           
For the terms and conditions of the Asset Purchase Agreement and the
Registration Rights Agreement, reference is made
to such documents attached hereto as Exhibits 99.1 and 4.1, respectively. 
All statements made herein concerning the acquisition are qualified in
their entirety by reference to such Exhibits. 
          
Item 7. Financial Statements and
Exhibits.
 
         (a) Financial Statement of Businesses Acquired
 
         The financial statements of the Frontline
Businesses called for by Item 7(a) of Form 8-K will be filed on a subsequent Form
8-K on or before January 26, 2004.
 
         (b) Pro Forma Financial Information
 
         The pro forma financial information called for by Item 7(b) of Form 8-K
  with respect to the acquisition of the Frontline Businesses will be filed on a
  subsequent Form 8-K on or before January 26, 2004.

  
         (c) Exhibits
  
         4.1    Registration Rights Agreement,
dated as of November 7,
2003, between Medix Resources, Inc. and The Duncan Group, Inc.
 
        99.1   
Asset Purchase Agreement, dated as of November 7, 2003, between Medix Resources,
Inc and The Duncan Group, 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, thereunto duly authorized.
 



  
    
      
 
    
      
MEDIX RESOURCES, INC.
      
 
      
By:/s/ Arthur Goldberg 
      
         
      Arthur Goldberg
      
   Executive Vice President
      
   Chief Financial Officer
  
  
Dated: November 19, 2003
 



 
 
EXHIBIT INDEX


  
    
      
Exhibit Number
    
      
Description
  
    
      
4.1
    
      
Registration
      Rights Agreement, dated as of November 7, 2003 between Medix Resources,
      Inc. and The Duncan Group, Inc.
  
    
      
99.1
    
Asset Purchase Agreement dated, as
of November 7, 2003 between Medix Resources, Inc and The Duncan Group, Inc.