SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DOLAN PATRICK A
(Last) (First) (Middle)
1290 N. HANCOCK, SUITE 200
(Street)
ANAHEIM HILLS, CA 92807
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BPO Management Services, Inc. [ HAXS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/30/2008 A 2,092,850 A ( 1 ) 2,092,850 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $0.14 12/30/2008 A 134,069 12/30/2008 08/01/2015 Common Stock 134,069 ( 2 ) 134,069 D
Employee Stock Option (right to buy) $2.23 12/30/2008 A 287,817 12/30/2008 11/27/2017 Common Stock 287,817 ( 3 ) 287,817 D
Warrant $0.14 12/30/2008 A 14,897 12/30/2008 08/25/2013 Common Stock 14,897 ( 4 ) 14,897 D
Warrant $0.14 12/30/2008 A 14,897 12/30/2008 09/21/2013 Common Stock 14,897 ( 5 ) 14,897 D
Warrant $0.14 12/30/2008 A 11,917 12/30/2008 10/10/2013 Common Stock 11,917 ( 6 ) 11,917 D
Warrant $0.14 12/30/2008 A 83,421 12/30/2008 12/14/2013 Common Stock 83,421 ( 7 ) 83,421 D
Warrant $0.14 12/30/2008 A 32,893 12/30/2008 01/30/2014 Common Stock 32,893 ( 8 ) 32,893 D
Employee Stock Option (right to buy) $0.16 12/30/2008 A 863,450 12/30/2008 12/29/2018 Common Stock 863,450 ( 9 ) 863,450 D
Explanation of Responses:
1. Received in exchange for 2,988,975 shares of common stock, 1,021,048 shares of Series A Preferred Stock, and 83,333 shares of Series C Preferred Stock of BPO Management Services, Inc. ("BPOMS") in connection with the merger (the "Merger") of BPOMS with a wholly owned subsidiary of Healthaxis Inc. ("HAXS"). On the effective date of the Merger, the closing price of HAXS' common stock was $.22 and the closing price of BPOMS' common stock was $.05.
2. Received in exchange for an employee stock option to acquire 543,450 shares of common stock of BPOMS for $.03 per share, in connection with the Merger.
3. Received in exchange for an employee stock option to acquire 1,166,666 shares of common stock of BPOMS for $.55 per share, in connection with the Merger.
4. Received in exchange for a warrant to acquire 60,384 shares of common stock of BPOMS for $.03 per share, in connection with the Merger.
5. Received in exchange for a warrant to acquire 60,384 shares of common stock of BPOMS for $.03 per share, in connection with the Merger.
6. Received in exchange for a warrant to acquire 43,807 shares of common stock of BPOMS for $.03 per share, in connection with the Merger.
7. Received in exchange for a warrant to acquire 338,147 shares of common stock of BPOMS for $.03 per share, in connection with the Merger.
8. Received in exchange for a warrant to acquire 133,333 shares of common stock of BPOMS for $.03 per share, in connection with the Merger.
9. Received in exchange for an employee stock option to acquire 3,500,000 shares of common stock of BPOMS for $.04 per share, in connection with the Merger.
Remarks:
/s/ Patrick A. Dolan 12/30/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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