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:
|X| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission
Only (as permitted by
Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-(11(c) or Rule 14a-12
Complete Management, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Name of Person(s) Filing Proxy Statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee required
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COMPLETE MANAGEMENT, INC.
Supplemental Notice of Annual Meeting of Shareholders to be held July 16, 1997
------------------
This Supplemental Notice of Annual Meeting of Shareholders adds a new item
of business to be considered and acted upon at the Annual Meeting of
Shareholders to be held on July 16, 1997 namely,
o 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.
By order of the Board of
Directors
Steven M. Rabinovici
Chairman of the Board
New York, New York
July 11, 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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SUPPLEMENTAL PROXY STATEMENT
For Annual Meeting of Shareholders
to be Held July 16, 1997
-----------------
Proxies in the form enclosed with this Supplemental Proxy Statement are
solicited by Management of Complete Management, Inc. ("Complete" or the
"Company") to be used at the Annual Meeting of Shareholders to be held at 9:30
A.M. Eastern Daylight Savings Time on July 16, 1997, for the additional purpose
set forth in the Supplemental Notice of Meeting and this Supplemental Proxy
Statement. The approximate date on which this Proxy Statement Supplement and the
accompanying proxy will be mailed to Shareholders is July 11, 1997.
THE 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
shares entitled to vote thereon. 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. If votes are running in favor of the
amendment, but sufficient votes have not been received by the conclusion of the
Annual Meeting of Shareholders, the Company intends to seek approval from
Shareholders at the meeting, including proxies holding discretionary authority,
to continue the meeting, sine die, to allow additional votes to be received on
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, it is not the present intention of the
Board to 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 immediate action, and it is the belief of the Board that the
delay necessitated by shareholder approved of a specific issuance could be
detrimental to the Company and its shareholders.
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<PAGE>
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 June 12, 1997, of the Company's 20,000,000 authorized Common Shares,
10,111,423 shares were issued and outstanding and 7,254,805 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 of warrants granted to the underwriters' representatives in
the Company's public offerings; 55,333 shares upon exercise of warrants which
were assumed by the Company when it merged with Medical Management, Inc.; and
1,165,792 shares upon exercise of options granted pursuant to, or outside, the
Stock Option Plan, (of which options for 241,000 shares are subject to
shareholder approval or Amendment of the Stock Option Plan), leaving a balance
of only 2,633,772 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.
Adoption of this Proposed Amendment requires the affirmative vote of a
majority of the Company's Common Shares entitled to vote at the Annual Meeting.
The Board of Directors unanimously recommends a vote FOR this amendment.
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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.
By order of the Board of Directors
Steven M. Rabinovici
Chairman of the Board
New York, New York
July 10, 1997
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SUPPLEMENTAL PROXY
COMPLETE MANAGEMENT, INC.
This Supplemental Proxy is solicited by the Board of directors for the
Annual Meeting on July 16, 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 Annual Meeting of
shareholders of complete Management, Inc. to be held on July 16, 1997 at 9:30
a.m. and at any adjournment 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 Supplemental Proxy Statement.
1. The approval of the amendment to the Certificate of Incorporation
(Continued, and to be Signed, on Reverse Side)
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The shares represented by this Supplemental 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 Supplemental Notice of,
and Supplemental Proxy Statement for, the aforesaid Annual Meeting.
Date:_______________________1997
--------------------------------
Signature of Shareholder
--------------------------------
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
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