HELP AT HOME, INC.
223 West Jackson Street, Suite 500
Chicago, IL 60606
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 23, 1998
TO THE STOCKHOLDERS OF HELP AT HOME, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Help at Home, Inc. (The "Company") will be held at the Company's offices
at 223 West Jackson Street, Suite 500, Chicago, Illinois 60606 on
Wednesday, December 23, 1998, at 8:00 a.m., Central Time for the
following purposes:
1) To elect the Board of Directors of Help at Home, Inc. for the
ensuing year;
2) To transact such other business as may properly come before
the meeting and any continuations and adjournments thereof.
Stockholders of record at the close of business on November 16, 1998
are entitled to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that Stockholders
representing a majority of the total number of shares issued and
outstanding and entitled to vote, be present in person or represented by
their proxies. Therefore, whether you expect to attend the meeting in
person or not, please sign, fill out, date and return the enclosed proxy
in the self-addressed, postage-paid envelope in order to be certain your
shares are represented at the meeting. If you attend the meeting and
prefer to vote in person, you can revoke your proxy.
November 16, 1998
By Order of the Board of Directors
Louis Goldstein
Chairman of the Board of Directors
<PAGE>
HELP AT HOME, INC.
223 West Jackson Street, Suite 500
Chicago, IL 60606
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, December 23, 1998
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Help at Home, Inc. (herein
called the "Company") for use at the Annual Meeting of Stockholders of
the Company to be held at the Company's offices at 223 West Jackson
Street, Suite 500, Chicago, Illinois 60606 on Wednesday, December 23,
1998, at 8:00 a.m., Central Time, and at any continuations and
adjournments thereof. Anyone giving a proxy may revoke it at any time
before it is exercised by giving the Chairman of the Board of Directors
of the Company written notice of the revocation, by submitting a proxy
bearing a later date or by attending the meeting and voting in person.
This statement, the accompanying Notice of Meeting and form of proxy have
been first sent to the Stockholders on or about November 25, 1998.
In addition, please note that abstentions and broker non-votes are
each included in the determination of the number of shares present and
voting for purposes of determining the presence or absence of a quorum
for the transaction of business. Neither abstentions nor broker non-
votes are counted as voted either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form, which
are received in time will be voted in accordance with the Stockholder's
directions, and unless contrary directions are given, will be voted for
the election as directors of the nominees described below.
Only Stockholders of record at the close of business on November 16,
1998, the date fixed by the Board of Directors in accordance with the
Company's Bylaws, are entitled to vote at the meeting. As of November
16, 1998, there were issued and outstanding 1,869,375 shares of Common
Stock.
Each outstanding share is entitled to one vote on all matters
properly coming before the meeting. A majority of the shares of the
outstanding Common Stock represented in person or by proxy constitutes
a quorum for the meeting.
ELECTION OF DIRECTORS
Five Directors, constituting the entire Board of Directors of the
Company, are to be elected at the meeting to serve until the next Annual
Meeting of Stockholders and until their successors have been elected and
qualified. Unless such authority is withheld, proxies will be voted for
election of the five persons named below, each of whom is now serving as
a Director, and each of whom has been designated as a nominee for
election. If any nominee is unable to serve, which is not anticipated,
the person named as proxy intends to vote for the remaining nominees and,
unless the number of directors is reduced by the Board of Directors, for
such other person as the Board of Directors may designate.
<PAGE>
Directors are elected to serve until the next meeting of
stockholders and until their successors are duly elected and qualified.
Meetings of stockholders of the Company will be held on an annual basis.
However, if at any time an annual meeting is not held for the election
of directors, the then current directors will continue to serve until
their successors are elected and qualified. Officers are appointed by,
and serve at the discretion of the Board of Directors.
Directors will be elected by a plurality of the votes cast at the
Annual Meeting of Stockholders.
The Board of Directors recommends a vote 'For" election to the Board
of Directors of the Company of each of the Nominees.
Nominees to the Company's Board of Directors:
Louis Goldstein
Louis Goldstein has served as the Company's Chief Executive Officer
and as a director since he formed the Company in 1974. Mr. Goldstein is
55 years old.
Joel Davis
Joel Davis has served as Chief Operating Officer of the Company
since March 1996, director of the Company since August 1995 and General
Counsel of the Company since July 1995. From October 1989 through July
1995 Mr. Davis was an associate attorney with the law firm of Hustik,
Huizenga, Williams & VanderWoude, Ltd. In Chicago. Mr. Davis is 34 years
old.
Robert M. Rubin
Robert M. Rubin has served as a Director of the Company since
December 1995. Since June 1992, Mr. Rubin as been a Director of Diplomat
Direct Marketing Corporation, a public company principally engaged in the
business of direct mail order sales of women's apparel and accessories.
In October 1996, Mr. Rubin became a director of Medi-Merg, Inc., a
Canadian management company for hospital emergency rooms and out-patient
facilities. Currently, Mr. Rubin is also a director of Arzan
International, an Israeli food distributor.
Mr. Rubin has served as the Chairman of the Board of Directors of
Western Power and Equipment Corporation ("WPEC"), a construction
equipment distributor, since November 20, 1992. Between November 20,
1992 and March 7, 1993, Mr. Rubin served as Chief Executive Officer of
WPEC. Between October 1990 and January 1, 1994 Mr. Rubin served as the
Chairman of the Board and Chief Executive Officer of American United
Global, Inc. a telecommunications and software company ("AUGI") and from
January 1, 1994 through January 1996, solely as Chairman of the Board of
AUGI. From January 1996, Mr. Rubin has served as Chairman of the Board
and President and Chief Executive Officer of AUGI. Mr. Rubin was the
founder, President, Chief Executive Officer and a Director of Superior
Care, Inc. ("SCI") from its inception in 1976 until May 1986 and
continued as a Director of SCI (now known as Olsten Corporation
("Olsten") until the latter part of 1987. Olsten, a New York Stock
Exchange listed company, is engaged in providing home care and
institutional staffing services and health care management services.
<PAGE>
Mr. Rubin was formerly a Director and Vice Chairman, and is a minority
stockholder, of American Complex Care, Inc. ("ACCI"), a public company
which provided on-site health care services, including intradermal
infusion therapies. In April 1995, the principal operating subsidiaries
of ACCI petitioned the Circuit Court of Broward County, Florida for an
assignment for the benefit of creditors. Mr. Rubin is also a Director,
Chairman and minority stockholder of Universal Self Care, Inc., a public
company engaged in the sale of products used by diabetics, and, until his
resignation in 1998, he was a director of Response, USA, Inc., a public
company engaged in the sale and distribution of personal emergency
response systems. Mr. Rubin has also been Chairman, Chief Executive
Officer and a principal stockholder of ERD Waste Technology, Inc., a
public company specializing in the management and disposal of municipal
solid waste, industrial and commercial nonhazardous solid waste and
hazardous waste. In September 1997, ERD Waste Technology, Inc. filed for
protection under Title 11 for reorganization under Chapter 11 of the
Bankruptcy Code. Mr. Rubin is 58 years old.
Steven L. Venit
Mr. Venit has conducted a law practice as a sole practitioner with
the law firm of Steven L. Venit, Esq. For more than the past five years.
Mr. Venit is 40 years old.
Robert Kirshner
Robert Kirshner is currently retired and has served as a Regional
Manager of Plywood Minnesota for the last 15 years. Mr. Kirshner's
duties included overseeing the daily operations of multiple retail store
locations while employed at Plywood Minnesota. Prior thereto, Mr.
Kirshner was a regional manager for Saxon Paint Company where he managed
a territory of locations. Mr. Kirshner is 55 years old.
Committees and meetings of the Board of Directors:
The Company has two formal committees, the Audit Committee and the
Compensation Committee. The members of the Audit Committee are Robert
Rubin, Steven Venit and Robert Kirshner. The Audit Committee is
responsible for communicating with the Company's auditors regarding the
financial and reporting affairs of the Company. The Compensation
Committee, whose members are Steven Venit and Robert Kirshner, is
responsible for making all compensation decisions with respect to the
executive officers of the Company. The Company does not currently have
a Nominating Committee.
There were five meetings of the Company's Board of Directors during
the fiscal year ended June 30, 1998. All of the Directors were present
at such meetings. There were three unanimous written consents of the
Company's Board of Directors, pursuant to Section 141 of the General
Corporation Law of Delaware during the fiscal year ended June 30, 1998.
<PAGE>
The Company's Audit Committee met twice during the fiscal year ended
June 30, 1998. All of the members of the Audit Committee were present
at such meetings. The Company's Compensation Committee met four times
during the fiscal year ended June 30, 1998. All of the members of the
Compensation Committee were present at such meetings.
Summary Compensation Table
The following table sets forth all cash compensation for services
rendered in all capacities to the Company for the year ended June 30,
1998 (referred to as "1998" in this table), the year ended June 30, 1997
(referred to as "1997" in this table), and the year ended June 30, 1996
(referred to as "1996" in this table) paid to the Company's Chief
Executive Officer and the two most highly paid executive officers of the
Company whose total compensation exceeded $100,000.
<TABLE>
Restricted All Other
Name and Stock Annual
Principal Position Year Salary Bonus Awards Options/SARs Compensation
<S> <C> <C> <C> <C> <C> <C>
Louis Goldstein (1) 1998 $241,447 $37,950 - 300,000 $224,013
Chairman and Chief 1997 206,250 22,000 - 200,000 121,592
Executive Officer 1996 192,611 - - - -
Joel Davis (2) 1998 $134,037 $13,000 - 100,000 -
Chief Operating 1997 100,000 10,000 - - -
Officer 1996 - - - - -
Sharon Harder (2) 1998 $158,339 $16,000 - 100,000 -
Chief Financial 1997 123,333 13,000 - - -
Officer 1996 - - - - -
</TABLE>
(1) Pursuant to provisions in his revised Employment Agreement, approved by
the Compensation Committee of the Board of Directors, Mr. Goldstein
received certain compensation related to personal expenses incurred in
connection with his continuous travel schedule. Such compensation
totaled approximately $129,082 in fiscal 1998 and $41,000 in fiscal
1997. In addition, the Company paid expenses associated with leased
automobiles for Mr. Goldstein's business and personal use. Auto
expenses totaled $31,490 during fiscal 1998 and $20,000 in fiscal 1997.
The Company also assumed financial responsibility, on Mr. Goldstein's
behalf, for certain legal services in the amount of $8,435 in fiscal
1998 and $25,000 in fiscal 1997. Utilizing an effective tax rate of
40%, the Company assumed income taxes associated with personal expenses
of Mr. Goldstein in the amount of $55,006 in fiscal 1998 and $34,740 in
fiscal 1997.
(2) Total compensation paid during the 1996 fiscal year did not exceed
$100,000.
<PAGE>
Options Granted to Named Executive Officers:
The following table sets forth certain information with respect to all
outstanding options granted during the fiscal year ended June 30, 1998 to the
Company's named Executive Officers.
<TABLE>
Option Grants
Number of
Securities % of Total
Underlying Options Granted Exercise
Name of Options To Employees Price Expiration
Holder Granted In Fiscal Year ($/Share) Date
<S> <C> <C> <C> <C>
Louis Goldstein 300,000 60% $1.63 April 2008
Joel Davis 100,000 20% 1.63 April 2008
Sharon Harder 100,000 20% 1.63 April 2008
</TABLE>
<TABLE>
Option Year End Values (1)
Value of
Unexercised In-the-Money
Options Options
Shares at FY End at FY End
Acquired Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Louis Goldstein - - 500,000 (2) -
Joel Davis - - 100,000 (3) -
Sharon Harder - - 100,000 (3) -
</TABLE>
(1) The closing bid price of a share of the Company's Common Stock at
June 30, 1997 was $1.50.
(2) Exercisable. The exercise price if $4.65 per share for 200,000
options and $1.63 per share of 300,000 options.
(3) Exercisable. The exercise price is $1.63 per share.
<PAGE>
Employment Agreements.
As of December 1997, the Company entered into a revised employment
agreement (the "Agreement") with Louis Goldstein. Pursuant to the Agreement,
Mr. Goldstein receives a base annual salary of $230,000 per year, subject to
increase in each successive year of the contract term at the discretion of
the Compensation Committee of the Board of Directors. In addition, the
Agreement provides that Mr. Goldstein is entitled to receive a benefit
allowance in the amount of 10% of Mr. Goldstein's base annual compensation,
a monthly automobile allowance and full reimbursement of personal expenses
necessitated by travel on behalf of the Company. Based on the Company's
financial performance, Mr. Goldstein shall also be entitled to receive annual
incentive payments ranging incrementally from $25,000 to $100,000 based upon
after-tax income adjusted for non-cash expenses and extraordinary items. In
the event of a change in control of the Company, Mr. Goldstein shall be
entitled to receive a one-time cash payment equal to 10% of the "excess
market capitalization." As defined in the agreement, "excess market
capitalization" is an amount equal to the outstanding shares of the Company's
capital stock multiplied by the closing share price on the 30th day following
the change in control less $6 Million. In the event of Mr. Goldstein's
involuntary termination without cause, he shall be entitled to receive
severance pay for the unexpired portion of the Agreement's term equal to the
sum of his base compensation, benefit allowance and the incentive payments,
as applicable. The Agreement is for a term of ten years beginning in
December 1997.
As of March, 1998, the Company entered into employment agreements with
Joel Davis and Sharon Harder, the Company's Chief Operating Officer and Chief
Financial Officer, respectively. The agreements are for a term of 36 months
each and provide for annual compensation to Mr. Davis and Ms. Harder at the
rate of $130,000 and $170,000 respectively. In the event of a change in
control, as defined in the agreements, both individuals shall be deemed to
have been terminated without cause and shall be entitled to severance
payments equal to three times their annual salary.
Principal Stockholders
The following table sets forth certain information as of November 16,
1998 with respect to each beneficial owner of more than five (5%) or more of
the outstanding shares of Common Stock of the Company, each officer and
director of the Company and all officers and directors as a group. The table
does not include options that have not yet vested or are not exercisable
within 60 days of the date hereof. Unless otherwise indicated, the address
of each such person or entity is 223 West Jackson Street, Suite 500, Chicago,
Illinois 60606.
<PAGE>
<TABLE>
Name of Beneficial Number of Shares Percentage of
Owner Beneficially Owned (1) Common Stock
<S> <C> <C>
Louis Goldstein (2) 1,462,400 61.7%
Robert Rubin (3) 202,500 10.0%
Joel Davis (4) 110,050 5.6%
Sharon Harder (5) 100,000 5.0%
Steven L. Venit 10,000 *
Robert Kirshner 10,000 *
Robertson Stephens & Co., Inc. (6) 204,559 4.5%
Herbard, Ltd. (7) 217,000 4.8%
All officers and directors
as a group (6 persons) 1,895,050 69.0%
* Represents less than 1%.
</TABLE>
(1) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock that an individual or group has right
to acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or group, but are not deemed to
be outstanding for the purposes of computing the percentage ownership
of any other person shown in the table.
(2) Consists of: (i) 962,500 shares of the Company's Common Stock, and (ii)
500,000 shares of Common Stock issuable to Mr. Goldstein upon the
exercise of stock options.
(3) Consists of : (i) 52,500 shares of the Company's Common Stock, and (ii)
150,000 shares of Common Stock issuable to Mr. Rubin upon the exercise
of stock options.
(4) Consists of: (i) 50 shares of the Company's Common Stock, and (ii)
110,000 shares of Common Stock issuable to Mr. Davis upon the exercise
of stock options.
(5) Consists of 100,000 shares of Common Stock issuable to Ms. Harder upon
the exercise of stock options.
(6) The address for Robertson Stephens & Co., Inc. is 555 California Street,
Suite 2600, San Francisco, CA 94104.
(7) The address of Herbard, Ltd. Is P.O. Box 438, Road Town Tortola, British
Virgin Islands, Tortola, D9.
Certain Relationships and Related Transactions
In connection with the formation of the Company on August 7, 1995, the
Company issued to Louis Goldstein 962,500 shares of Common Stock in exchange
for 2,750 shares of common stock of Help at Home, Inc., an Illinois company
("Help Illinois"). Also, in connection with the formation of the Company,
in exchange for 143 shares of common stock of Help Illinois, the Company
issued to Robert Rubin, 50,000 shares of the Company's Common Stock.
In 1992, 1993 and 1994 Help Illinois loaned to Mr. Goldstein $135,470,
$101,135 and $92,721, respectively. The loans bear interest at nine percent
per year. The balance of such loans at June 30, 1998 was approximately
$133,638. The balance of the loans increased by approximately $12,104 during
the fiscal year due to accumulation of interest.
<PAGE>
During fiscal 1998, the Company paid a total of approximately $24,022
(including accrued fees from the prior year) to Steven L. Venit, a director
of the Company, for routine legal services.
The Company, acting as a subcontractor, billed $91,454 to a not-for-
profit organization in which Mr. Goldstein is an officer.
The Company has adopted a policy that all future transactions, including
loans between the Company and its officers, directors, principal stockholders
and their affiliates, must be approved by a majority of the Board of
Directors, including a majority of the independent and disinterested outside
directors on the Board of Directors, and must be on terms no less favorable
to the Company than could be obtained from unaffiliated third parties.
Except with respect to the loan transactions described in the second
paragraph above, all previous transactions between the Company and its
officers, directors or 5% stockholders, and their affiliates were made on
terms no less favorable to the Company than those available from unaffiliated
parties. All future transactions between the Company and its officers,
directors or 5% stockholders, and their affiliates, will be on terms no less
favorable than could be obtained from unaffiliated third parties.
SECTION 16(a) REPORTING
Under the securities laws of the United States, the Company's directors,
its executive (and certain other) officers, and any persons holding ten
percent or more of the Company's Common Stock must report their ownership of
the Company's Common Stock and any changes in that ownership to the
Securities and Exchange Commission and to the National Association of
Securities Dealers, Inc.'s Automated Quotation System. Specific due dates
for these reports have been established. During the fiscal year ended June
30, 1998, the Company believes all reports required to be filed by Section
16(a) were filed on a timely basis.
OTHER MATTERS
The Board of Directors knows of no other matters which will be presented
for consideration at the annual meeting. However, it is possible that
certain proposals may be raised at the meeting by one or more Stockholders.
In such case, or if any other matter should properly comb before the meeting,
it is the intention of the person named in the accompanying proxy to vote the
shares represented thereby in accordance with his best judgment.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and
telegram by directors, officers and employees of the Company. The Company
will reimburse banks, brokerage firms, other custodians, nominees and
fiduciaries for reasonable expenses incurred in sending proxy material to
beneficial owners of the Company's capital stock.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL METING OF STOCKHOLDERS
In order to be included in the proxy materials for the company's next
Annual Meeting of Stockholders, pursuant to Rule 14(a)-8 of the Securities
Exchange Act of 1934, stockholder proposals must be received by the Company
on or before July 27, 1999.
<PAGE>
ANNUAL REPORT
TO THE SECURITIES AND EXCHANGE COMMISSION
The Annual Report on Form 10-KSB for the year ended June 30, 1998, as
filed with the Securities and Exchange Commission, will be made available to
Stockholders free of charge by writing to Help at Home, Inc., Attention:
Corporate Secretary.
By Order of the Board of
Directors of Help at Home, Inc.
/s/ Louis Goldstein
Chairman of the Board of Directors
<PAGE>
PROXY FOR THE 1998 ANNUAL MEETING
OF STOCKHOLDERS OF HELP AT HOME, INC.
The undersigned hereby appoints Louis Goldstein, or his designee, with
full power of substitution, as lawful proxy to represent and vote all of the
shares of Common Stock of the undersigned and with all of the powers the
undersigned would possess if personally present at the annual Meeting of
Stockholders of Help at Home, Inc., to be held at Help at Home, Inc., 223
West Jackson Street, Suite 500, Chicago, Illinois 60606 on Wednesday,
December 23, 1998 at 8:00 a.m. Central Time and at all adjournments and
continuations thereof, upon the matters specified below, all as more fully
described in the Proxy Statement dated November 16, 1998 and with the
discretionary powers upon all other matters which come before the meeting or
any adjournments or continuations thereof.
This Proxy is solicited on behalf of Help at Home, Inc.'s Board of Directors.
1) To elect directors to hold office for the ensuing year and until
their successors are elected and qualified.
Nominees: Louis Goldstein; Joel Davis; Robert M. Rubin; Steven L.
Venit; and Robert Kirshner.
FOR ALL NOMINEES WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in space provided
below.
2) In his discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR.
Date: ,1998
Name
Please indicate date of signing. If
signing as attorney, administrator,
executor, trustee or guardian, give full
title as such.
