8-K

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 8, 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 8, 2008, the registrant, Ebix, Inc. (NASDAQ: EBIX), announced via a press release that it has submitted a new slightly revised and improved offer in 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 8.01 of 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 9, 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 IMPROVED OFFER TO ACQUIRE HEALTHAXIS

ATLANTA, GA – October 8, 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 slightly revised and improved 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. The letter as sent to the HealthAxis Board of Directors is reproduced below:

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

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 8, 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 3^rd October 2008 with a revised proposal for the strategic merger between HealthAxis, Inc. and Ebix, Inc. This letter is to amend our previous offer and offer further improved terms for your shareholders.

The summary outline of our revised merger proposal is as follows —

1. We propose to acquire 8,840,968 common shares of HealthAxis at $0.77 per share. This money can be received by the HealthAxis shareholder in cash or in the form of equivalent value Ebix stock, valued at $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 $0.77 per share. This money can only be received by them in the form of equivalent value Ebix stock valued at $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.

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 $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. The existing Remote Resource agreement with Healthcare BPO Partners, L.P. (an affiliate of Tak Investments, Inc.) will be terminated as a pre-condition to the merger.

7. A good faith attempt will be made to arrive at a new outsourcing agreement with Healthcare BPO Partners, L.P. at revised terms on a post merger basis, provided the economics make sense for Ebix.

8. HealthAxis management and Board should make no strategic investments, dividend payments, no material purchases between now and completion of due diligence.

9. HealthAxis management and Board should not commit the company to any material long term contracts including but not limited to employment agreements, severance agreements, real estate or other leases, new options or restricted stock or warrant grants, between now and completion of due diligence.

10. HealthAxis management and Board should not make any bonus payments or any other compensation changes to the senior management, between now and completion of due diligence.

11. HealthAxis management and Board should not make any payments towards early termination of existing contracts with partners, as also not impose any new material financial commitments, between now and completion of due diligence.

If this offer is approved by the Board of HealthAxis, Ebix is willing to work towards a closing in a period of thirty days, from the date of approval of this offer by the HealthAxis Board. Ebix intends to engage in due diligence and contract negotiation in parallel, to work towards a thirty day closing.

Sincerely,

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