425

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): October 3, 2008

EBIX, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-15946	77-0021975
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Concourse Parkway, Suite 3200, Atlanta, Georgia	30328
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (678) 281-2020

(Former name or former address if changed since last report.)

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:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01: Other Events.

On October 3, 2008, the registrant, Ebix, Inc. (NASDAQ: EBIX), announced via press release that it has submitted a revised and improved proposal with respect to a business combination transaction with Healthaxis, Inc. (“Healthaxis”) (NASDAQ: HAXS).   A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference. A copy of Ebix’s letter to the Healthaxis board of directors is attached as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01:  Exhibits.

The following exhibits are being furnished with this report pursuant to Item 8.01of this Form 8-K:

Exhibit No.	Description
99.1	Press Release Regarding Announcing Ebix’s Revised and Improved Offer to Purchase Healthaxis.
99.2	Letter from Ebix to Healthaxis’s Board of Directors.

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.  

	EBIX, INC.
	By:	/s/ Robert F. Kerris
		Robert Kerris
		Chief Financial Officer
		and Corporate Secretary
October 3, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release Regarding Announcing Ebix’s Revised and Improved Offer to Purchase Healthaxis.
99.2	Letter from Ebix to Healthaxis’s Board of Directors.

EX-99.1

Exhibit 99.1

EBIX MAKES A NEW SUBSTANTIALLY IMPROVED OFFER TO ACQUIRE HEALTHAXIS

ATLANTA, GA — October 3, 2008 — Ebix, Inc. (NASDAQ: EBIX), a leading international developer and supplier of software and e-commerce solutions to the insurance industry, today announced it has sent a new offer to acquire HealthAxis, Inc. (NASDAQ: HAXS), to the HealthAxis Board of Directors today.

The new proposal was outlined in a letter from Robin Raina, Chairman and Chief Executive Officer of Ebix, Inc., to the HealthAxis Board of Directors. Ebix announced that in view of the urgency imposed by the proposed proxy vote on the existing merger proposal from BPO Management Services (OTC Bulletin Board: BPOM), it has decided to disclose the contents of the letter sent to the HealthAxis Board for all the HealthAxis and Ebix investors through this press release.

About Ebix

Ebix, Inc. is a leading international supplier of software and e-commerce solutions to the insurance industry. Ebix provides a series of application software products for the insurance industry ranging from carrier systems, agency systems and exchanges to custom software development for all entities involved in the insurance and financial services industries.

Ebix strives to work collaboratively with clients to develop innovative technology strategies and solutions that address specific business challenges. Ebix combines the newest technologies with its capabilities in consulting, systems design and integration, IT and business process outsourcing, applications software, and Web and application hosting to meet the individual needs of organizations.

With bases in Singapore, Australia, the US, UK, New Zealand, India and Canada, Ebix employs insurance and technology professionals who provide products, support and consultancy to more than 3,000 customers on six continents. Ebix’s focus on quality has enabled it be awarded Level 5 status of the Carnegie Mellon Software Engineering Institute’s Capability Maturity Model (CMM). Ebix has also earned ISO 9001:2000 certification for both its development and call center units in India. For more information, visit the Company’s website at www.ebix.com

About HealthAxis Inc.

Healthaxis (NASDAQ: HAXS — News) is an innovative provider of healthcare payer solutions. By combining technology and services Healthaxis can deliver value to payers and their customers. The company offers fully integrated business process outsourcing and claims administration systems that incorporate advanced technology solutions. Healthaxis’ technology is time tested, scalable and offered on an ASP basis. With its Best Shore capability, Healthaxis can offer competitive, high quality BPO services in four locations — Dallas, Texas; Castle Dale, Utah; Montego Bay, Jamaica and Jaipur, India.

The Smart Front End^® enables payers the ultimate flexibility in network re-pricing and delivering to their legacy system a fully edited, clean, pre-priced claim to ensure the highest levels of auto adjudication. Healthaxis’ claims administration systems solutions provide an end to end cost competitive solution for all sizes of payers: enrollment, data capture, administration, claims, customer service, print distribution and web services. For information on Healthaxis products and services, call (800) 519-0679 or visit the website at www.healthaxis.com

Safe Harbor for Forward Looking Statements under the Private Securities Litigation Reform Act of 1995 — This press release contains various forward-looking statements and information that are based on Ebix management’s beliefs, as well as assumptions made by and information currently available to management. Ebix has tried to identify such forward looking statements by use of such words as “will,” “expects,” “intends,” “anticipates,” “plans,” “believes” and similar expressions, but these words are not the exclusive means of identifying such statements. Such statements are subject to various risks, uncertainties and other factors which could cause actual results to vary materially from those expressed in, or implied by, the forward looking statements. Such risks, uncertainties and other factors include the extent to which the Ebix.com website and other new products and services can be successfully developed and marketed, the risks associated with any future acquisitions, and integrating recently completed acquisitions, the willingness of independent insurance agencies to outsource their computer and other processing needs to third parties, possible governmental regulation and/or other adverse consequences resulting from negative perception of the outsourcing of business processes to foreign countries, Ebix’s ability to continue to develop new products to effectively address market needs in an industry characterized by rapid technological change, Ebix’s ability to raise additional capital to finance future acquisitions and meet other funding needs, Ebix’s dependence on a few customers(including one that is Ebix’s largest stockholder), Ebix’s dependence on the insurance industry, the highly competitive and rapidly changing automation systems market, Ebix’s ability to effectively protect its applications software and other proprietary information, Ebix’s ability to attract and retain quality management, and software, technical sales and other personnel, the risks of disruption of Ebix’s Internet connections or internal service problems, the possible adverse effects of a substantial increase in volume of traffic on Ebix’s website, mainframe and other servers, possible security breaches on the Ebix website, the possible effects of insurance regulation on Ebix, the possible effects of the Securities and Exchange Commission’s investigation of Ebix’s financial reporting, and possible future terrorist attacks or acts of war. Certain of these, as well as other risks, uncertainties and other factors, are described in more detail in Ebix’s periodic filings with the Securities and Exchange Commission, including Ebix’s quarterly report on Form 10-K for the year ended December 31, 2007. Except as expressly required by the federal securities laws, Ebix undertakes no obligation to update any such factors or any of the forward-looking statements contained herein to reflect changed circumstances or future events or developments or for any other reason.

Contacts:

Jesenia Jurado
678-281-2036 or ir@ebix.com

EX-99.2

Exhibit 99.2

October 3, 2008

Board of Directors
C/o John Carradine
HealthAxis Inc.
7301 State Hwy 161
Suite 300
Irving, TX 75039

Dear Members of the Board:

We wrote a letter to you dated 23^rd September 2008 proposing a strategic merger between HealthAxis, Inc. and Ebix, Inc. This letter is to follow up on our earlier letter and detail a new proposal that we believe is substantially better than the terms proposed by BPO Management Services (BPOM).

Preamble to our Proposal —

In the last few days, we have done extensive reading of HealthAxis and BPOM’s SEC filings, to understand the dynamics of the BPOM Merger proposal with HealthAxis. This research has been complimented by the innumerable number of calls received by us from your shareholders, conveying their understanding and concerns about the proposed merger with BPOM.

Our review of your filings — the relevant 8-Ks, the 10-Qs and the 10-Ks, has brought us to the following conclusions —

• BPOM market capitalization is presently estimated at $1.39 million (stock price of 11 cents) while HealthAxis market capitalization is presently estimated at $3.5 million. As public companies, both HealthAxis and BPOM have the benefit of not having to resort to hypothetical paper valuations since that is precisely what stock prices are meant to do.

• BPOM’s proposed reverse merger with HealthAxis will lead to the creation of approximately 50 million common shares (after taking into account all conversion rates as defined in your proposed merger document) with HealthAxis present shareholders getting 20% of those shares — implying an ownership of approximately 10 million Healthaxis common shares

• A proposed merger with BPOM will need to be followed up by a reverse split of the HealthAxis stock, if Healthaxis had to keep itself listed on the NASDAQ markets.

• This would imply that HealthAxis shareholders ownership at best can only be valued at $0.98 million; (HealthAxis share price @ 35 cents) assuming that the reverse split is not accompanied by any further price drops. In reality, merger of a $1.3 million market-capitalized company with a $3.5 million market-capitalized company, can possibly create a combined company with a diluted shareholding and the existing Healthaxis shareholders owning 20% of that diluted shareholding.

• The proposed merger between BPOM and HealthAxis also mandates the authorization and approval of another 3 million shares of common stock, which can only serve to further dilute the present shareholders.

• HealthAxis will need to retain its entire customer base (especially the top three customers) and institute synergistic cuts if it has to turn the company profitable.

Some of the Larger Events that can have a negative effect on the HealthAxis —BPOM merger —

1. As you are already aware, one of your three largest customers who accounted for 17% of your revenues in 2007 (as per your SEC filings) has already signed a contract with Ebix’s Employee Benefits Division. With the customer in question moving its business to Ebix over the next few months, it can only have a negative effect on the HealthAxis revenues and net income projections.

2. HealthAxis’ market capitalization of $3.5 million is presently more than 2.5 times the $1.3 million market capitalization of BPOM. This fact along with the fact that existing HealthAxis shareholders holding a 2.5 times greater market capitalization than BPOM shareholders will have merely a 20% of ownership in the combined entity, cannot be assuring to a HealthAxis shareholder.

3. Remaining listed on NASDAQ will require a reverse split of HealthAxis stock in a timely fashion. A study of reverse splits in the public markets will reveal to you that reverse splits are typically accompanied by drops in the stock price, another potential factor in the problematic valuation of the proposed merger.

4. The additional 3 million shares of common state to be issued will require SEC registration. From public records, it is apparent that BPOM has been late with its required SEC filings, which implies that the company is likely to not be eligible to use Form S-3 but rather will be restricted to Form S-1, a much lengthier and costly registration process.

Ebix’s New Proposal —

In light of the above, and keeping in mind the best interest of HealthAxis shareholders, we are hereby detailing a new proposal, which we believe is substantially better than the terms proposed by BPOM. The summary outline of our revised merger proposal is as follows —

1. We propose to acquire 8,840,968 common shares of HealthAxis $0.725 per share. This money can be received by the HealthAxis shareholder in cash or in the form of equivalent value Ebix stock, valued at the floor value of $100 per share. For those who elect to take Ebix stock instead of cash, they will be given a one year special put which will allow them to sell the stock back to Ebix (at their discretion), within a one year period from the date of merger for $100 per share. This will serve to guarantee a downside price protection on the Ebix stock.

2. We propose to acquire 740,401 preferred shares of HealthAxis held by LB I Group Inc. (“Lehman”) for a net amount of $610,831. This money can be received by Lehman in cash or in the form of equivalent value Ebix stock valued at the floor value of $100 per share. In case they elect to take Ebix stock instead of cash, they will be given a one year special put which will allow them to sell the stock back to Ebix (at their discretion), within a one year period from the date of merger for $100 per share. This will serve to guarantee a downside price protection on the Ebix stock.

3. We propose to pay Tak Investments a net amount of $2.5 million, for the warrants convertible to 3,333,334 shares of HealthAxis common stock. This money can only be received by Tak Investments in the form of equivalent value Ebix stock valued at the floor value of $100 per share. They will be given a one year special put which will allow them to sell the stock back to Ebix (at their discretion), within a one year period from the date of merger for $100 per share. This will serve to guarantee a downside price protection on the Ebix stock.

4.	We propose to pay the $500,000 termination fee to BPOM, if our merger proposal is approved by the HealthAxis shareholders.
5.	All remaining warrants owned by any HealthAxis shareholder shall be terminated.

6. Termination of the existing Remote Resource agreement with Healthcare BPO Partners, L.P. (an affiliate of Tak Investments, Inc.)

7. A good faith attempt to arrive at a new outsourcing agreement with Healthcare BPO Partners, L.P. at revised terms on a post merger basis.

Significant Advantages of this Proposal -

We believe that this offer is a substantially better offer than the BPOM offer presently recommended by the HealthAxis Board as

a) It represents a substantial premium over the proposed BPOM merger offer.

b) It puts the HealthAxis shareholders in the driver’s seat as it offers the Healthaxis shareholders the ability to accept cash or Ebix stock at their choice, rather than be forced to accept BPOM stock even if they did not want to.

c) It establishes a guaranteed floor price of 72.5 cents for a common stock owner and a guaranteed floor price of 82.5 cents for a preferred share owner, for a period of one year from the Ebix-HealthAxis merger. The BPOM merger proposal has no such guarantees and in fact requires a reverse split which can possibly cause to reduce stock prices further from the present stock price of 35 cents per share.

d) It offers the HealthAxis shareholders the opportunity to participate in the future growth of a combined company with an annual run rate of approximately $96 million, and a net income and EPS that would be substantially accretive to our shareholders. As of second quarter of 2008, Ebix diluted EPS was $1.63 with net margins after taxes of 36%. We believe that a combined company would help further improve both these numbers.

e) It insulates the HealthAxis shareholders from the possible effects of the loss of a 17% revenue client.

f) It offers the HealthAxis shareholders the ability to participate in the Ebix success story that has generated more than 4500 % returns for its shareholders in the last five years.

g) Ebix has natural synergies with HealthAxis, since it is addressing the same employee benefits and claims processing industry through its Pittsburgh based subsidiary EbixHealth (formerly known as Acclamation, Inc.). These synergies are likely to generate better cost reductions and faster integration.

In our previous letter dated September 23, 2008, we spelled out the synergies that we see existing between the two companies — Ebix Inc. and HealthAxis. Without elaborating again on those synergies, we would again confirm that we are prepared to move very rapidly towards executing a definitive agreement and moving toward a closing.

Sincerely,

/s/ Robin Raina
Robin Raina
Chairman and Chief Executive Officer