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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Complete Management, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part 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:
___________________________________________________________________________
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COMPLETE MANAGEMENT, INC.
Notice of Special Meeting of Shareholders to be held September 30, 1997
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The Special Meeting of Shareholders of Complete Management, Inc. will be
held at the company's executive offices, 254 West 31st Street, New York City,
on September 30, 1997 at 9:30 A.M., Eastern Daylight Savings Time, for the
purpose of considering and acting upon the following:
1. Approval of an amendment to the Company's Certificate of Incorporation
to increase the number of Common Shares which the Company is authorized
to issue from 20,000,000 to 40,000,000.
2. Any and all matters incident to the foregoing, and such other business
as may legally come before the meeting and any adjournments or
postponements thereof.
The Board of Director has fixed the close of business on August 19, 1997
as the record date for determining the shareholders having the right to notice
of and to vote at the meeting.
By order of the Board of Directors
/s/ Steven M. Rabinovici
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Steven M. Rabinovici
Chairman of the Board
New York, New York
August 21, 1997
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IMPORTANT: Every shareholder, whether or not he or she expects to attend the
annual meeting in person, is urged to execute the proxy and return
it promptly in the enclosed business reply envelope.
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COMPLETE MANAGEMENT, INC.
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PROXY STATEMENT
For a Special Meeting of Shareholders
to be Held September 30, 1997
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Proxies in the form enclosed with this Proxy Statement are solicited by
the Board of Directors of Complete Management, Inc. ("Complete" or the
"Company") to be used at a Special Meeting of Shareholders to be held at 9:30
A.M. Eastern Daylight Savings Time on September 30, 1997, for the purpose set
forth in the Notice of Meeting and this Proxy Statement. The approximate date
on which this Proxy Statement and the accompanying proxy will be mailed to
shareholders is August 21, 1997.
VOTING AND VOTE REQUIRED
Approval of the proposed amendment to the Certificate of Incorporation
(the "Amendment") requires the affirmative vote of a majority of all
outstanding common shares, par value $.001 per share (the "Common Shares"),
entitled to vote thereon. All shares represented by valid proxies will be voted
in accordance with the instructions contained therein. A proxy may be revoked
by the shareholder giving the proxy at any time before it is voted, either by
oral or written notice, and a prior proxy is automatically revoked by a
shareholder giving a subsequent proxy or attending and voting at the meeting.
Attendance at the meeting in and of itself does not revoke a prior proxy. In
the absence of instructions, proxies will be voted FOR the Amendment. Shares
represented by proxies which are marked "ABSTAIN" with respect to the Amendment
will have the effect of a vote against the Amendment. In instances where
brokers are prohibited from exercising discretionary authority for beneficial
owners who have not returned proxies (so called "broker non-votes"), those
shares will be disregarded and will have the effect of a vote against the
Amendment.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES
General
The Board of Directors of the Company (the "Board") believes it would be
advantageous to amend Article FOURTH of the Company's Certificate of
Incorporation to increase the aggregate number of the Company's Common Shares
which the Company is authorized to issue from 20,000,000 to 40,000,000.
Should the Amendment be adopted, the Board will not seek shareholder
approval prior to any issuance within the proposed authorization of additional
Common Shares, unless otherwise required by the Certificate of Incorporation,
By-laws or any applicable regulation of any exchange on which shares of the
Company may be listed. Frequently, opportunities arise that require prompt
issuance of shares. A delay occasioned by the need for shareholder approval of
an amendment to increase the authorized shares, even though shareholders'
approval is not required for the specific transaction, could be detrimental to
the Company and its shareholders.
The Amendment would change the first sentence of Article "FOURTH" of the
Company's Certificate of Incorporation to read as follows:
"FOURTH. The aggregate number of shares which the Corporation shall have
authority to issue is 42,000,000, of which 40,000,000 shall be Common Shares,
par value $.001 per share (the "Common Shares") and 2,000,000 shall be
Preferred Shares, par value $.001 per share (the "Preferred Shares")."
Reasons and Effects
As of July 28, 1997, of the Company's 20,000,000 authorized Common Shares,
10,743,829 shares were issued and outstanding and 8,015,013 shares were
reserved for issuance for the following purposes: 4,671,875 shares upon
conversion of the Company's outstanding Convertible Subordinated Debentures;
555,555 shares upon conversion of the Company's outstanding Convertible
Subordinated Notes; 806,250 shares upon exercise
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of warrants granted to the underwriters' representatives in the Company's
public offerings; 40,333 shares upon exercise of warrants which were assumed by
the Company when it merged with Medical Management, Inc.; and 1,941,000 shares
upon exercise of options granted, or to be granted, pursuant to the Company's
1995 Stock Option Plan, as amended (the "Plan"), and options granted outside
the Plan, leaving a balance of only 1,241,158 shares available for issuance.
The Board of Directors believes that it is necessary to have a reserve of
authorized shares available for issuance from time to time to meet the
financing requirements of the Company, including their issuance in connection
with acquisitions of other businesses, for sale for cash, for use in connection
with share dividends or share splits or for other corporate purposes not now
determinable. The proposed increase in the number of authorized Common Shares
is designed to provide the Company with additional flexibility in pursuing its
long-range business objectives.
Although there are no other present plans which would result in the need
for additional Common Shares to be issued, management is continually
considering the desirability of corporate actions which might create such a
need.
The increased number of authorized Common Shares could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of Common Shares into "friendly" hands, for
example, could dilute the voting strength of a party seeking control of the
Company. Furthermore, many companies have recently issued warrants or other
rights to acquire additional shares of common stock to the holders of its
common stock to discourage or defeat unsolicited share accumulation programs
and acquisition proposals, which programs or proposals may be viewed by the
board of directors as not in the best interest of the company and its
shareholders. If this Proposal is adopted, more capital stock of the Company
would be available for such purposes than is currently available.
The Board of Directors unanimously recommends a vote FOR the Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table, together with the accompanying footnotes, sets forth
information, as of July 28, 1997, regarding share ownership of all persons
known by the Company to own beneficially 5% or more of the Company's
outstanding Common Shares, certain executive officers, all directors, and all
directors and officers of the Company as a group:
<TABLE>
<CAPTION>
Name of Shares of Common Stock Percentage
Beneficial Owner (1) Beneficially Owned of Ownership
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<S> <C> <C>
Directors, Nominees and Named Executives
Steven M. Rabinovici .................................... 360,126(2) 3.35%
David R. Jacaruso ....................................... 307,452(3) 2.86%
Dennis Shields .......................................... 472,212(4) 4.4%
Arthur L. Goldberg ....................................... 50,500(5) *
Joseph M. Scotti ....................................... 88,356(5) *
Steven Cohn ............................................. 24,021(5) *
Steven A. Hirsh .......................................... 212,054(6) 1.94%
Joseph S. Tocci .......................................... 15,501(7) *
All Directors and Officers as a group (15 persons) ...... 1,932,595(8) 17.1%
5% and Greater Shareholders
Lawrence Shields, M.D. (9) .............................. 1,125,291 10.47%
Mellon Bank Corporation ................................. 1,547,860 14.41%
</TABLE>
* Less than 1%
(1) Address of beneficial owner is c/o Complete Management, Inc. 254 West 31st
Street, New York, NY 10001, except address of Dr. Shields is 26 Court
Street, Brooklyn, New York 11242 and address of Mellon Bank Corporation is
One Mellon Bank Center, Pittsburgh, Pennsylvania 15258
(2) Includes 235,126 shares held by his son, Jeffrey. Does not include options
to purchase 100,000 shares granted on July 16, 1997 expiring five (5)
years from the date of grant and exercisable only during the last 30 days
of the option term, except that the first date on which the options shall
be exercisable shall be accelerated as follows: (i) options to purchase
50,000 shares shall become exercisable if the closing price of the
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Common Shares is at least $22.5 for 30 consecutive trading days; (ii)
options to purchase the balance of the shares covered by the options shall
become exercisable if the closing price of the Common Shares is at least
$27.5 for 30 consecutive trading days; and (iii) options to purchase 75,000
shares shall become exercisable if a "change in control" (as defined in the
option agreement) occurs.
(3) Includes shares held by his wife, Marie Graziosi and shares held as
custodian for his minor children, Cara Elizabeth and David Francis. Does
not include options to purchase 100,000 shares granted on July 16, 1997
expiring five (5) years from the date of grant and exercisable only during
the last 30 days of the option term, except that the first date on which
the options shall be exercisable shall be accelerated as follows: (i)
options to purchase 50,000 shares shall become exercisable if the closing
price of the Common Shares is at least $22.5 for 30 consecutive trading
days; (ii) options to purchase the balance of the shares covered by the
options shall become exercisable if the closing price of the Common Shares
is at least $27.5 for 30 consecutive trading days; and (iii) options to
purchase 75,000 shares shall become exercisable if a "change in control"
(as defined in the option agreement) occurs.
(4) Does not include options to purchase 100,000 shares granted on July 16,
1997 expiring five (5) years from the date of grant and exercisable only
during the last 30 days of the option term, except that the first date on
which the options shall be exercisable shall be accelerated as follows:
(i) options to purchase 50,000 shares shall become exercisable if the
closing price of the Common Shares is at least $22.5 for 30 consecutive
trading days; (ii) options to purchase the balance of the shares covered
by the options shall become exercisable if the closing price of the Common
Shares is at least $27.5 for 30 consecutive trading days; and (iii)
options to purchase 75,000 shares shall become exercisable if a "change in
control" (as defined in the option agreement) occurs. Dennis Shields is
the son of Dr. Lawrence Shields.
(5) Includes options granted under the Company's 1995 Stock Option Plan
exercisable within 60 days of the date hereof as follows: Arthur L.
Goldberg, 50,000; Joseph M. Scotti, 45,833 and Steven Cohn, 20,000.
(6) Consists of (i) 14,833 shares and 94,444 shares issuable on the conversion
of Convertible Subordinated Notes owned by a trust of which Mr. Hirsh is
the portfolio manager with investment power, (ii) 50,000 shares issuable
upon conversion of Convertible Subordinated Notes owned by a limited
partnership of which Mr. Hirsh is a general partner with investment power
and (iii) 8,333 shares and 44,444 shares issuable on conversion of
Convertible Subordinated Notes owned by Astro Communications, Inc., a
company of which Mr. Hirsh is President and Chief Executive Officer.
(7) Includes 10,000 options, not granted pursuant to the Company's 1995 Stock
Option Plan, exercisable within 60 days of the date hereof.
(8) Includes (i) 369,096 shares issuable upon exercise of options exercisable
within 60 days of the date hereof and (ii) 188,888 shares issuable on the
conversion of Convertible Subordinated Notes.
(9) Dr. Lawrence Shields is the father of Dennis Shields.
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MISCELLANEOUS
Other Matters
Management knows of no matter other than the foregoing to be brought
before the Special Meeting of Shareholders, but if such other matters properly
come before the meeting, or any adjournment thereof, the persons named in the
accompanying form of proxy will vote such proxy on such matters in accordance
with their best judgment.
Solicitation of Proxies
The entire cost of the solicitation of proxies will be borne by Complete.
Complete has retained Georgeson & Company, Inc. to solicit proxies in the form
enclosed and will pay such firm a fee of $6,500. In addition, proxies may be
solicited by directors, officers and regular employees of Complete, without
extra compensation, by telephone, telegraph, mail or personal interview.
Complete will also reimburse brokerage houses and other custodians, nominees
and fiduciaries for their reasonable expenses for sending proxies and proxy
material to the beneficial owners of its Common Shares.
EVERY SHAREHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE SPECIAL
MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE.
By order of the Board of Directors
/s/ Steven M. Rabinovici
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Steven M. Rabinovici
Chairman of the Board
New York, New York
August 21, 1997
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PROXY
COMPLETE MANAGEMENT, INC.
This Proxy is solicited by the Board of Directors for the Special Meeting on
September 30, 1997
The undersigned hereby appoints Steven M. Rabinovici, David R. Jacaruso
and Arthur L. Goldberg and each of them, with full power of substitution, the
attorneys and proxies of the undersigned to attend the Special Meeting of
Shareholders of Complete Management, Inc. to be held on September 30, 1997 at
9:30 a.m. and at any postponement(s) or adjournment(s) thereof to vote all
Common Shares of the Company held or owned by the undersigned as indicated on
the proposal as more fully set forth in the Proxy Statement, and in their
discretion upon such other matters as may come before the Meeting.
1. The approval of the amendment to the Certificate of Incorporation
FOR AGAINST ABSTAIN
/ / / / / /
(Continued, and to be Signed, on Reverse Side)
The shares represented by this Proxy will be voted as directed or if no
direction is indicated, will be voted FOR the proposal.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Special Meeting.
Date: 1997
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Signature of Shareholder
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Signature of Shareholder
DATE AND SIGN EXACTLY AS
NAME APPEARS HEREON, EACH
JOINT TENANT MUST SIGN.
WHEN SIGNING AS ATTORNEY,
EXECUTOR, TRUSTEE, ETC.,
GIVE FULL TITLE IF SIGNER
IS CORPORATION, SIGN IN
FULL CORPORATE NAME BY
AUTHORIZED OFFICER
