SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
HELP AT HOME, INC.
(Name of Registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(A)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
HELP AT HOME, INC.
223 West Jackson Street, Suite 500
Chicago, Illinois 60606
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 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 June 15,
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 ratify the appointment of Coopers & Lybrand LLP as the
Company's independent certified public accountants for the
ensuing year; and
3. 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 May 15, 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 out-
standing 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 also enclosed. If you
attend the meeting and prefer to vote in person, you can revoke your
proxy.
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.
May 18, 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, Illinois 60606
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 8:00 A.M., June 15, 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 June 15, 1998, at 8:00
A.M. central time, and at any continuation and adjournment 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. This statement, the accompanying
Notice of Meeting and form of proxy have been first sent to the
Stockholders on or about May 18, 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
shareholder's directions, and unless contrary directions are given, will
be voted for the election of directors of the nominees described below.
OWNERSHIP OF SECURITIES
Only Stockholders of record at the close of business on May
15, 1998, the date fixed by the Board of Directors in accordance with
the Company's By-Laws, are entitled to vote at the meeting. As of May
15, 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 is necessary to constitute a quorum for the
meeting.
<PAGE>
The following table sets forth certain information as of May
15, 1998 with respect to each beneficial owner of five percent (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 or SARs 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.
<TABLE>
Name and Address Number of Shares Percentage of
of Beneficial Owner Beneficially Owned(1) Common Stock
<S> <C> <C>
Louis Goldstein(2) 1,462,500 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(6) 10,000 *
Dr. Michael J. Morgenstern(7) 10,000 *
Robertson Stephens & Co., Inc.(8) 770,035 29.2%
Herbard, Ltd. 217,000 10.4%
All officers and directors 1,895,050 42.4%
as a group (6 persons)
</TABLE>
* represents less than 1%.
(1) Pursuant to the rules and regulations of the Securities and
Exchange Commission, shares of Common Stock that an individual or
group has a 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.
<PAGE>
(6) Consists of 10,000 shares of Common Stock issuable to Mr. Venit
upon the exercise of stock options.
(7) Consists of 10,000 shares of Common Stock issuable to Dr.
Morgenstern upon the exercise of stock options.
(8) Consists of 770,035 redeemable common stock purchase warrants
entitling the holder to purchase shares of the Company's Common
Stock at $6.00 per share.
This proxy statement contains certain forward-looking statements which
involve risks and uncertainties. The Company's actual results could
differ materially from those anticipated in the forward-looking
statements as a result of certain factors, including those set forth
below and elsewhere in this Proxy Statement.
PROPOSAL 1
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the authorized number of
directors shall be as set by the Board of Directors but shall not be
less than one nor more than fifteen. The directors hold office until
the next annual meeting of Stockholders and until their successors have
been elected and qualified.
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, of which Louis Goldstein, Joel
Davis and Robert Rubin are now serving as Directors, and each of whom
has been designated as a nominee. Neither Steven L. Venit nor Dr.
Michael J. Morgenstern, each of whom are currently serving on the
Company's Board of Directors, have been nominated for re-election to
serve on the Company's Board of Directors.
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. Vacancies and newly created
directorships resulting from any increase in the number of directors may
be filled by a majority vote of Directors then in office. Officers are
appointed by, and serve at the discretion of, the Board of Directors.
Directors do not currently receive compensation for their services as
such. Directors are reimbursed by the Company for their costs in
attending Board Meetings and Committee Meetings.
The Board of Directors has established an Audit Committee,
consisting of Steven L. Venit and Dr. Michael J. Morgenstern, of which
the Company intends to replace with Vernon R. Kelly and Robert Kirschner
upon their election to the Board. The Company intends to establish a
Compensation Committee the members of which are expected to be
independent directors.
<PAGE>
Stockholder Vote Required
The election of the directors will require the affirmative vote of
the majority of the shares present in person or represented by proxy 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 has served as the Company's Chief Executive Officer
and as a director since he formed the Company in 1974.
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 with the law firm of Hustik, Huizenga,
Williams & VanderWoude, Ltd. in Chicago.
Robert M. Rubin has served as a Director of the Company since
December 1995. Since June 1992, Mr. Rubin has been a Director of
Diplomat Corporation, a public company engaged in the business of direct
mail order sales of womens apparel and accessories. In October 1996,
Mr. Rubin became a director of Med-Emerg International Inc., an operator
of nursing homes and related healthcare services. 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
since January 1, 1994, solely as Chairman of the Board 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.
Mr. Rubin was formerly a Director and Vice Chairman, and is a minority
stockholder of American Complex Care, Incorporated ("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 in 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 Response USA, Inc., a public company engaged in the sale
and distribution of personal emergency response systems. Mr. Rubin is
also Chairman, Chief Executive Officer and a Director and a principal
stockholder of ERD Waste Corp., 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 corp. filed for protection under title 11 for
reorganization under Chapter 11 of the Bankruptcy Code.
<PAGE>
Vernon R. Kelley has been the Executive Director of the Three
Rivers Planning and Development District in Pontotoc, MS since 1976.
Mr. Kelly also serves as a director of the National Association of
Developmental Organizations, located in Washington, D.C. Mr. Kelly
has previously served as President of the Mississippi Association of
Planning and Development Districts and has served as President of the
Appalachian Regional Commission. Mr. Kelly earned a B.S. in Finance
and a Masters degree in Urban Regional Planning from the University of
Mississippi at Oxford.
Robert Kirschner is currently retired and has served as a Regional
Manager of Plywood Minnesota for the last 15 years. Mr. Kirschner's
duties included overseeing the daily operations of multiple retail store
locations while employed at Plywood Minnesota. Prior thereto Mr.
Kirschner was a regional manager for Saxon Paint Company, where he
managed a territory of locations.
Committees and Meetings of the Board of Directors
The Company has two formal committees, the Audit Committee and the
Compensation Committee consisting of Steven L. Venit and Dr. Michael J.
Morgenstern, of which the Company intends to replace with Robert Rubin,
who currently serves on the Board of Directors, and Vernon R. Kelly and
Robert Kirschner upon their election to the Board of Directors. The
Audit Committee is responsible for communicating with the Company's
auditors regarding the financial and reporting affairs of the Company.
The Compensation Committee is responsible for making all compensation
decisions with respect to the executive officers of the Company. The
Company does not currently have a Stock Option Committee or a Nominating
Committee.
There were six meetings of the Company's Board of Directors during
the fiscal year ended June 30, 1997 held on August 6, 1996, September
24, 1996, December 3, 1996, January 17, 1997, March 5, 1997 and June 4,
1997. 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 1997.
The Company's Audit Committee met four times during the fiscal year
ended 1997 held on August 6, 1996, September 24, 1996, January 17, 1997
and June 4, 1997. All of the members of the committee were present at
such meetings. The Company's Compensation Committee met four times during
the fiscal year ended 1997. Compensation Committee meetings were held on
August 6, 1996, September 24, 1996, January 17, 1997 and June 4, 1997. All
of the members of the committee were present at such meetings.
<PAGE>
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,
1997 (referred to as "1997" in this table), the year ended June 30, 1996
(referred to as "1996" in this table) and the year ended June 30, 1995
(referred to as "1995" in this table) paid to the Company's Chief
Executive Officer. There was no other executive officer or other person
whose compensation at the end of the above 1997, 1996 and 1995 years
whose total compensation exceeded $100,000 per annum.
<TABLE>
Restricted All Other
Name and Principal Stock Compen-
Position Year Salary Bonus Awards Options/SARs sation
<S> <C> <C> <C> <C> <C> <C>
Louis Goldstein (1)1997 $206,250 $22,000 $86,852
Chairman, Chief 1996 192,611
Executive Officer 1995 55,082
Joel Davis (2) 1997 $100,000 $10,000
Chief Operating 1996
Officer 1995
Sharon Harder(2) 1997 $123,333 $13,000
Chief Financial 1996
Officer 1995
</TABLE>
(1) Pursuant to action taken 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 $41,000
in 1997. In addition, the Company paid expenses associated with
a leased automobile for Mr. Goldstein's business and personal use.
Auto expenses totaled approximately $20,000 during fiscal 1997.
The Company also assumed financial responsibility, on Mr.
Goldstein's behalf, for certain legal services in the amount of
$25,000.
(2) Total compensation paid during the fiscal years ended 1996 and 1995
did not exceed $100,000.
<PAGE>
Options Granted to Named Executive Officers
The following table sets forth certain information with respect to
all outstanding options granted during the fiscal year ended June 30,
1997, to the Company's named Executive Officers.
<TABLE>
Option Grants
Number of
Securities % of Total
Underlying Options Granted Exercise
Name of Options To Employees Price Expiration
Holder Granted In Fiscal Year ($/Share) Date
<S> <C> <C> <C> <C>
Louis Goldstein 200,000 100% $3.75 July 28, 2007
Joel Davis - - - -
Sharon Harder - - - -
</TABLE>
<TABLE>
Option Year End Values (1)
Value of
Number of Unexercised
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 - - 200,000 (2) -
Joel Davis - - 10,000 (3) -
Sharon Harder - - - -
</TABLE>
(1) The closing bid price of a share of the Company's Common Stock
at June 30, 1997, was $3.625.
(2) Exercisable. The exercise price is $3.75/share.
(3) Exercisable. The exercise price is $5.88/share.
Employment Agreements
In December 1997, the Company entered into an employment agreement
with Louis Goldstein. Pursuant to the agreement, Mr. Goldstein received
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
contract 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
<PAGE>
cash payment equal to 10% of the excess market capitalization as defined
in the agreement. Excess market capitalization is defined as 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, respectively the Company's Chief
Operating Officer and Chief Financial Officer. The agreements are for
a term of 36 months 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.
Stock Option Plan
On August 5, 1995, the Board adopted the 1995 Stock Option Plan,
pursuant to which options to acquire an aggregate of 264,375 shares of
Common Stock may be granted. The 1995 Stock Option Plan was approved
by the shareholders of the Company on August 5, 1995. The 1995 Stock
Option Plan was intended to advance the interests of the Company by
encouraging and enabling Directors, officers, key employees and
consultants of the Company and its subsidiaries to acquire a proprietary
interest in the Company through incentive stock options ("ISOs") and
non-qualified stock options ("NQSOs") granted under the 1995 Stock
Option Plan. Such ownership would provide individuals with a more
direct stake in the future welfare of the Company and encourage them to
remain. Consultants who are not also employees of the Company only can
be granted NQSOs.
On November 29, 1996, the Board adopted the First Amendment to the
Plan ("First Amendment"). The First Amendment increases by 1,500,000
the aggregate number of shares available for which options may be
granted under the 1995 Stock Option Plan. As of June 30, 1997, there
were 1,544,375 shares available for which options may be granted under
the 1995 Stock Option Plan.
On May 12, 1998, the common stock closed at $1.75.
The exercise price of each ISO may not be less than 100% of the
fair market value of the common stock at the time of grant, except that
in the case of a grant to an employee who owns 10% or more of the
outstanding stock of the Company or a subsidiary or parent of the
Company (a "10% Stockholder"), the exercise price may not be less than
110% of the fair market value on the date of the grant. The exercise
price of each NQSO shall be determined by the Board of Directors in its
discretion and may be less than the fair market value of the Common
Stock (but not less than 85%) on the date of grant. Notwithstanding the
foregoing, the exercise price of any option granted on or after the
effective date of the registration of any class of equity security of
the Company pursuant to Section 12 of the Securities Exchange Act of
1934, and prior to six months after the termination of such registration
<PAGE>
may be no less than 100% of the fair market value per share on the date
of the grant. ISOs may not be exercised after the tenth anniversary
(fifth anniversary in the case of any option granted to a 10%
Stockholder) of their grant. NQSOs may not be exercised after the tenth
anniversary of the date of grant. Options may not be transferred during
the lifetime of an option holder. No stock options could be granted
under the 1995 Stock Option Plan after August 15, 2005.
Subject to the provisions of the 1995 Stock Option Plan, the
Compensation Committee of the Board has the authority to determine the
individuals to whom the stock options are to be granted, the number of
shares to be covered by each option, the exercise price, the type of
option, the option period, the restrictions, if any, on the exercise
of the option, the terms for the payment of the option price and other
terms and conditions. Payments by option holders upon exercise of an
option may be made (as determined by the Compensation Committee of the
Board) in cash or such other form of payment as may be permitted under
the Plan, including without limitation, by promissory note or by shares
of common stock.
Federal Income Tax Consequences
The federal income tax consequences of the Company and the grantee
upon the grant and exercise of stock options are substantially as
follows:
A grantee will not recognize any taxable income at the time an NQSO
is granted. Upon the exercise of the NQSO, the grantee will recognize
ordinary income equal to the excess of the fair market value of the
shares received on the exercise over the option price.
The Company is not entitled to a tax deduction at the time a NQSO
is granted; however, the Company is entitled to a deduction equal to the
grantee's taxable income at the time the grantee recognizes the income.
The Company will withhold from the grantee payroll taxes due.
A grantee will not recognize income at the time an ISO is granted
and generally will not recognize income when the ISO is exercised. The
excess of the fair market value of the shares received on the date of
exercise over the option price is an item of tax preference for purposes
of computing the alternative minimum tax. If the shares received upon
the exercise of an ISO are disposed of in a "disqualifying disposition"
(i.e., disposition of shares within one year after exercise of the ISO
or within two years of the date of grant), the grantee has income equal
to the excess of the amount realized on the disposition over the
exercise price. The excess of the fair market value of the shares on
the date of exercise over the option price will be ordinary income; the
balance if any, will be a capital gain. If the grantee sells the shares
in a disposition which is not a disqualifying disposition, the grantee
will realize capital gain on the sale equal to the excess of the amount
realized on the sale over the option price.
The Company is not entitled to a tax deduction as a result of the
grant or exercise of an ISO. If the grantee makes a disqualifying
disposition of shares, the Company is entitled to a deduction equal to
the amount of the grantee's ordinary income.
<PAGE>
Employee Pension Plan
The Company does not currently have an employee pension plan.
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"). 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, 1997
was approximately $122,000. The balance of the shareholder loan
decreased by approximately $6,000 during the year.
The Company has adopted a policy that following the Company's
initial public offering on December 5, 1995, all 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 will be
on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.
Except as disclosed above and pursuant to certain loan transactions
with officers, 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
on 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
year ended June 30, 1997, the Company believes all reports required to
be filed by Section 16(a) were filed on a timely basis, although certain
forms were filed late.
PROPOSAL 2
RATIFICATION OF COOPERS & LYBRAND, LLP AS THE
COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
The Board of Directors has unanimously approved and unanimously
recommends that the Stockholders approve the appointment of Coopers &
Lybrand, LLP as the Company's independent certified public accountants
for the ensuing year. Unless a shareholder signifies otherwise, the
persons named in the proxy will so vote.
<PAGE>
Shareholder Vote Required
Ratification of the appointment of Coopers & Lybrand, LLP as
independent certified public accountants will require the affirmative
vote of the majority of the shares present in person or represented by
proxy at the Annual Meeting of Stockholders.
The Board of Directors recommends a vote for the ratification of the
appointment of Coopers & Lybrand, LLP as the Company's independent
certified public accountants.
OTHER MATTERS
The Board of Directors does not know of any matters other than
those referred to in the Notice of Meeting which will be presented for
consideration at the 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 come before the
meeting, it is the intention of the person named in the accompanying
proxy to vote such proxy in accordance with his or her 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
In order to be included in the proxy materials for the Company's
next Annual Meeting of Stockholders, stockholder proposals must be
received by the Company on or before September 1, 1998.
ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE
COMMISSION
The Annual Report on Form 10-KSB for the year ended June 30, 1997,
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.
Louis Goldstein
Chairman of the Board of Directors
May 18, 1998
<PAGE>
GENERAL PROXY - ANNUAL MEETING OF STOCKHOLDERS OF HELP AT HOME, INC.
The undersigned hereby appoints Louis Goldstein, with full
power of substitution, proxy to 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 June
15, 1998 at 8:00 a.m. central time and at all adjournments thereof,
upon the matters specified below, all as more fully described in the
Proxy Statement dated May 18, 1998 and with the discretionary powers
upon all other matters which come before the meeting or any
adjournment 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.
FOR ALL NOMINEES WITHHELD FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for any individual,
write that nominee's name in the space provided below:
2. To ratify the appointment of Coopers & Lybrand LLP as the
Company independent auditors.
FOR AGAINST ABSTAIN
3. In their discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
