<PAGE>
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
MEDCARE TECHNOLOGIES, 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.
[_] 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:
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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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
MEDCARE TECHNOLOGIES, INC.
Suite 1210 - 1515 West 22nd Street
Oak Brook, IL 60523
Telephone: 630-472-5300
May 19, 2000
Dear Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders of
Medcare Technologies, Inc. The meeting will be held at 10:30 a.m., local time,
on June 30, 2000 at The Drake Oak Brook Hotel, 2301 S. York Road, Oak Brook,
Illinois 60523. Enclosed are the official notice of this meeting, a proxy
statement and a form of proxy.
At this meeting you will be asked to elect directors to serve until the next
annual meeting and ratify the selection of the Company's independent auditors
for 2000.
Please note that attendance at the Annual Meeting will be limited to
stockholders of record at the close of business on May 19, 2000, and to guests
of the Company. If your shares are registered in your name and you plan to
attend the Annual Meeting, please bring the enclosed ballot with you to the
meeting. If your shares are held by a broker, bank or other nominee and you plan
to attend the meeting, please contact the person responsible for your account
regarding your intention to attend the meeting so they will know how you intend
to vote your shares at that time. Stockholders who do not expect to attend the
Annual Meeting in person may submit their ballot to the Management of the
Company at Suite 1210, 1515 West 22nd Street, Oak Brook, IL 60523.
BY ORDER OF THE BOARD OF DIRECTORS
Jeffrey S. Aronin
President & Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF MEDCARE TECHNOLOGIES, INC. TO BE HELD JUNE 30, 2000
To the Stockholders of Medcare Technologies, Inc.:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the
"Annual Meeting") of Medcare Technologies, Inc., a Delaware corporation (the
"Company"), will be held at The Drake Oak Brook Hotel, 2301 S. York Road, Oak
Brook, Illinois 60523 on the 30th day of June, 2000, at 10:30 a.m. (local time)
for the following purposes:
1. To elect five directors to the Board of Directors to serve until the
next Annual Meeting of Stockholders or until their respective
successors are duly elected and have qualified;
2. To ratify the appointment of Arthur Andersen, L.L.P. as the Company's
independent auditor for the fiscal year ending December 31, 2000;
3. To transact any and all other business that may properly come before
the Annual Meeting or any adjournment(s) thereof.
Pursuant to the Company's Bylaws (the "Bylaws"), the record date (the
"Record Date") for the determination of stockholders entitled to notice of and
to vote at such meeting or any adjournment(s) thereof shall be the close of
business on May 19, 2000. Only holders of record of the Company's Common Stock
at the close of business on the Record Date are entitled to notice of and to
vote at the Annual Meeting. Shares can be voted at the Annual Meeting only if
the holder is present or represented by proxy. The stock transfer books will not
be closed. A copy of the Company's 1999 Annual Report to Stockholders, in the
form of the 10-KSB filed with the Securities and Exchange Commission, which
includes audited financial statements, has previously been provided to the
Company's stockholders. A list of stockholders entitled to vote at the Annual
Meeting will be available for examination at the offices of the Company for ten
(10) days prior to the Annual Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
______________________________________________________
Jeffrey S. Aronin, President & Chief Executive Officer
Oak Brook, Illinois
May 19, 2000
<PAGE>
MEDCARE TECHNOLOGIES, INC.
1515 WEST 22nd STREET, SUITE 1210
OAK BROOK, ILLINOIS 60523
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 30, 2000
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Medcare Technologies, Inc., a Delaware corporation (the "Company"), to be voted
at the 2000 Annual Meeting of Stockholders of the Company (the "Annual Meeting")
to be held on June 30, 2000 at the time and place and for the purposes set forth
in the accompanying Notice of Annual Stockholders (the "Notice") and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon; if no direction
is indicated, such shares will be voted FOR the election of the nominees listed
thereon, FOR the ratification of the independent auditor, and in their
discretion with respect to any other matters that may properly come before the
stockholders at the Annual Meeting.
The executive offices of the Company are located at, and the mailing
address of the Company is, 1515 West 22nd Street, Suite 1210, Oak Brook,
Illinois 60523.
Management does not anticipate that any matters will be presented at the
Annual Meeting other than matters set forth in the Notice.
This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed on or about May 22, 2000. The Company's Annual Report on Form 10-
KSB (the "1999 Annual Report"), which serves as the Annual Report to
Stockholders, covering the Company's fiscal year ended December 31, 1999, has
previously been provided to the Company's stockholders.
Any stockholder of the Company giving a proxy has the right to revoke their
proxy at any time prior to the voting thereof by voting in person at the Annual
Meeting, by delivering a duly executed proxy bearing a later date or by giving
written notice of revocation to the Company addressed to Jeffrey S. Aronin,
President, 1515 West 22nd Street, Suite 1210, Oak Brook, Illinois 60523; no such
written notice shall be effective, however, until such notice of revocation has
been received by the Company at or prior to the Annual Meeting.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for out-
of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
$0.001 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the 1999 Annual
Report, the Notice, this Proxy Statement, and the enclosed form of proxy, as
well as the cost of forwarding solicitation materials to the beneficial owners
of shares of Common Stock and other costs of solicitation, are to be borne by
the Company.
<PAGE>
QUORUM AND VOTING
The record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting was the close of business on May 19, 2000 (the
"Record Date"). On the Record Date, there were __________ shares of Common Stock
issued and outstanding.
Each share of Common Stock is entitled to one vote on all matters to be
acted upon at the Annual Meeting, and neither the Company's Certificate of
Incorporation (the "Certificate of Incorporation") nor its Bylaws allow for
cumulative voting rights. The presence, in person or by proxy, of the holders of
a majority of the issued and outstanding Common Stock entitled to vote at the
meeting is necessary to constitute a quorum to transact business. If a quorum is
not present or represented at the Annual Meeting, the stockholders entitled to
vote thereat, present in person or by proxy, may adjourn the Annual Meeting from
time to time without notice or other announcement until a quorum is present or
represented. Assuming the presence of a quorum, the affirmative vote of a
plurality of votes cast is required for the election of each of the nominees for
director. A majority of the votes represented and entitled to vote at the Annual
Meeting will be required for the approval of all other matters to be voted upon.
Abstentions and broker non-votes will each be counted towards the presence of a
quorum, but (i) will not be counted as votes cast and, accordingly, will have no
effect on the plurality vote required for the election of directors, and (ii)
will be counted as votes represented at the Annual Meeting and, accordingly,
will have the effect of a vote "against" all other matters to be acted upon.
Proxies in the accompanying form which are properly executed and returned
to the Company will be voted at the Annual Meeting in accordance with the
instructions contained in such proxies and, at the discretion of the proxy
holders, on such other matters as may properly come before the meeting. Where no
such instructions are given, the shares will be voted for the election of each
of the nominees for director and the ratification of Arthur Andersen LLP as the
independent auditor.
A stockholder that intends to present a proposal at the 2001 Annual Meeting
of Stockholders for inclusion in the Company's proxy statement and form of proxy
relating to such meeting must submit such proposal by January 31, 2001. The
proposal must be mailed to the Company's offices at 1515 W. 22nd St., Oakbrook,
IL 60523.
<PAGE>
SUMMARY
MedCare Technologies, Inc. (the "Company") is a healthcare technology
service company that focuses on under-served high growth markets. The Company is
the parent company of MedCare Technologies, Corporation and RxSheets.com, Inc.
and was originally incorporated in the state of Utah in 1986 and changed its
domicile to Delaware in 1996 through a migratory merger.
In 1995, the Company acquired the MedCare Program ("Program"), a
proprietary product of the Company, that is made up of equipment, software and
services developed to provide non-pharmaceutical, non-invasive treatment to
individuals suffering from urinary incontinence and other pelvic disorders. In
1996, the Company began to offer the Program to doctors and in 1998 the Program
was launched nationally. The Company did not generate any revenues until 1997.
During 1998, the Company's sole business was the offering of the MedCare
Program.
In October 1999, MedCare Technologies launched a new, business-to-business
web site, RxSheets.com (www.rxsheets.com), which is directed exclusively at the
physician and pharmaceutical marketplace. In addition, the Company changed the
name of its wholly-owned subsidiary from Medcareonline.com to RxSheets.com.
RxSheets.com offers a wide array of compelling and focused information and
services that will enable physicians to more efficiently and effectively manage
the sampling of pharmaceutical drugs. As of December 31, 1999, the Company had
not generated any revenues from RxSheets.com.
The Company's 1999 Annual Report provides a review of the Company's
operations during the past year.
The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this Proxy Statement and the exhibit hereto.
The Meeting
Date, Time and Place of the Annual Meeting
The Annual Meeting of Medcare Technologies, Inc. is scheduled to be held on
June 30, 2000, at 10:30 a.m. (local time) at The Drake Oak Brook Hotel, 2301 S.
York Road, Oak Brook, Illinois 60523.
Record Date
Only holders of record of shares of Common Stock at the close of business
on May 19, 2000 are entitled to receive notice of and to vote at the Annual
Meeting.
Vote Required
Assuming the presence of a quorum, the affirmative vote of a plurality of
votes cast is required for the election of each of the nominees for director. A
majority of the votes cast with a quorum present at the Annual Meeting will be
required for the approval of all other matters to be voted upon.
Accountants
Arthur Andersen LLP has been selected by the Company to act as its
independent auditor for 2000. It is not expected that the representatives of
Arthur Andersen LLP will attend the Annual Meeting or be available to answer
questions from the stockholders.
Recommendations
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL
1"), AND FOR THE RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE
COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000
("PROPOSAL 2).
<PAGE>
PROPOSAL NO. 1:
ELECTION OF BOARD MEMBERS
Nominees
The Company's Board of Directors is currently comprised of five directors.
Each of the nominees is presently a director of the Company. If so directed in
the enclosed proxy, the persons named in such proxy will vote the shares
represented by such proxy for the election of the following named nominees for
the office of director of the Company, to hold office until next annual meeting
of the stockholders or until their respective successors shall have been duly
elected and shall have qualified.
Information Concerning Nominees
- -------------------------------
<TABLE>
<CAPTION>
Name Age Position Director/Officer Since
<S> <C> <C> <C>
Jeffrey S. Aronin 32 President, CEO & Chairman July 1997
Gregory Wujek 38 Chief Operating Officer & Director August 1998
Dr. Michael M. Blue 55 Director August 1996
Alan P. Jagiello 34 CFO, Treasurer, Secretary & Director March 1999
George Nagy 41 Director April 2000
</TABLE>
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors. No nominee is related by blood, marriage,
or adoption to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates.
Assuming the presence of a quorum, each of the nominees for director of the
Company requires for his election the approval of a plurality of the votes cast
by the shares of Common Stock entitled to vote at the Annual Meeting.
The Board of Directors regard all of the individuals being nominated to the
Board as extremely competent professionals with many years of experience in
different fields of endeavor, including sales and marketing, computer software,
internet, urology, teaching, and corporate finance and development. The Board
feels that this collective base of experience and knowledge is crucial in the
overall development of the Company's business.
Information Concerning Current Officers and Directors
- -----------------------------------------------------
The following narrative describes the positions held by the Company's
current officers and directors. Except for Jeff Aronin, CEO and President, the
officers were appointed to their positions, and continue in such positions at
the discretion of the directors. Jeff Aronin has an employment contract with the
Company as described under the heading "Remuneration and Executive
Compensation". During 2000, the Board met four times and each board member
attended at least 75% of the board and committee meetings that were held while
they were in office. The Company has established both a compensation and audit
committee, each of which is comprised of the two non-employee directors (George
Nagy and Dr. Michael M. Blue).
JEFFREY S. ARONIN (Age 32) President and Chief Executive Officer, Chairman.
Mr. Aronin is responsible for the overall corporate strategy, development and
direction of the Company. Mr. Aronin coordinates the Company's divisions and
leads strategic partnerships. Mr. Aronin has extensive experience in sales,
marketing, management and business development. From 1995 to 1997, Mr. Aronin
helped build and grow American Health Products Corporation, a growth stage
medical products company. Mr. Aronin was responsible for leading the marketing
and business development efforts and overall positioning of the company and its
products. From 1989 to 1995, Mr. Aronin held many positions in sales, marketing
and management at Carter Wallace, a U.S. based pharmaceutical company. Mr.
Aronin joined the Company as its President and Chief Operating Officer in July,
1997, at which time he also became a member of its Board of Directors. He holds
a bachelor's degree in marketing and finance as well as an MBA.
<PAGE>
ALAN P. JAGIELLO (Age 34) Chief Financial Officer, Secretary, Treasurer,
Director. Mr. Jagiello is a certified public accountant with over 10 years of
experience in public accounting at Arthur Andersen LLP. Prior to joining the
Company in December 1998, Mr. Jagiello worked in Arthur Andersen's U.S.
Professional Standards Group, where he consulted with clients and audit
engagement teams on technical matters of accounting and Securities and Exchange
Commission reporting. The Professional Standards Group sets, monitors and
disseminates policies on accounting and auditing standards for Arthur Andersen
worldwide and represents the firm before the Financial Accounting Standards
Board, the Securities and Exchange Commission, the American Institute of
Certified Public Accountants and the International Accounting Standards
Committee. Before joining this group, Mr. Jagiello assisted numerous clients
ranging from large, multinational corporations to closely held businesses, and
has provided due diligence services on acquisitions, performed benchmarking
projects and prepared internal control recommendations. Mr. Jagiello has
authored a number of publications regarding technical accounting issues and is a
member of the American Institute of Certified Public Accountants.
GREGORY WUJEK (Age 38) Chief Operating Officer, Director. Mr. Wujek joined
the Company in November 1997 and brought with him over 10 years of
sales/marketing and management experience in the healthcare industry. Over the
course of seven years, Mr. Wujek worked at Forest Laboratories, an international
pharmaceutical concern, holding positions in sales/marketing and management and
his last two years as Director of the Managed Care Department. In his role, Mr.
Wujek directed and assisted in all industry-related areas such as sales,
marketing, contract negotiation, pricing, product launches, military and
government contracting and management. Prior to joining the Company, Mr. Wujek
held the position of Vice President of Sales at SMG Marketing Group, a
consulting firm to the healthcare industry. Mr. Wujek consulted for several
international pharmaceutical companies on the dynamics of marketing to the
managed care marketplace.
MICHAEL M. BLUE, M.D. (Age 55), Director. Dr. Blue is a Board-certified
urologist who has practiced general urology for twenty years. He is a member of
the American Medical Association, Oklahoma State Medical Association, South
Central Urological Association and the American Urological Association. Dr. Blue
has been a sole practitioner in private practice for the past twenty years. Dr.
Blue joined the Board of Directors of the Company in August 1996 and is
responsible for supervising and continuing the development of all medical
aspects of the MedCare program, as well as interacting and answering questions
from other doctors utilizing the MedCare Program.
GEORGE NAGY (Age 41) Mr. Nagy is the Chairman and CEO of eReliable
Commerce, Inc. eReliable Commerce is one of the first B2B transaction settlement
hubs in the world. Mr. Nagy formed eReliable Commerce in August of 1999 and
divineinterVentures and HP funded eReliable in the 1st round on March 15th,
2000. Mr. Nagy has 17 years of information technology experience including
domestic and international executive management with companies such as PLATINUM
technology, Inc., Digital Equipment Corporation and AT&T. Mr. Nagy has built
effective teams for marketing, sales, and customer services for the above
organizations. He has also taken an Internet access company public on the VSE
and filed a SEC form 10SB registration for NASDAQ. At PLATINUM technology, Inc.
he was the VP of Worldwide Business Development and Channel Sales. Mr. Nagy's
organization generated over $50 million in incremental revenues in less then 18
months while he was at PLATINUM. PLATINUM technology, Inc. was a $1 billion
independent software vendor (ISV) traded on NASDQ-PLAT. Platinum was acquired by
Computer Associates in July of 1999, NYSE-CA. During his tenure at Digital
Equipment he ran a $100 million business for the Digital Network Business
Products Division with marketing, sales and customer service responsibility.
While at Digital, Mr. Nagy had P&L responsibility. Digital's Network Products
Business Unit was sold to Cabletron Systems in June 1997. Mr. Nagy holds a
Bachelors degree in Business Administration from Madonna University.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and persons who own
more than 10 percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("the Commission"). Directors, officers and greater than 10
percent beneficial owners are required by applicable regulations to furnish the
Company with copies of all forms they file with the Commission pursuant to
Section 16(a). The Company is not aware of any beneficial owner of more than 10
percent of its registered Common Stock for purposes of Section 16(a).
<PAGE>
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during fiscal 1999 all filing requirements
applicable to its directors and executive officers were satisfied.
Director Compensation
- ---------------------
The Company's employees receive no extra pay for serving as directors. Non-
employee directors are reimbursed for any out-of-pocket meeting expenses and are
compensated with stock options.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
<PAGE>
PROPOSAL NO. 2:
The ratification of the appointment of Arthur Andersen LLP as the Company's
independent auditor
The Board of Directors has appointed Arthur Andersen LLP as independent
auditors for the Company for the fiscal year ending December 31, 2000.
Stockholders are being asked to ratify this selection at the Annual Meeting.
Arthur Andersen LLP is a global professional services firm and has been rated
the number one firm overall every year since 1981 in a national poll of
university accounting professors conducted by Public Accounting Report, an
independent news publication. As one of the "Big Five" accounting firms, Arthur
Andersen has more than 100,000 clients through 382 offices in 81 countries and
is the largest accounting firm in Chicago.
It is not expected that the representatives of Arthur Andersen LLP will
attend the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITOR.
<PAGE>
Security Ownership of Management and Principal Stockholders
- -----------------------------------------------------------
The following table sets forth, as of April 14, 2000, the beneficial
ownership of the Company's Common Stock by each nominee, director and executive
officer of the Company, each person known by the Company to beneficially own
more than 5% of the Company's Common Stock outstanding as of such date and the
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares
Person or Group of Common Stock Percent
- --------------- ---------------- -------
<S> <C> <C>
Harmel S. Rayat 2,000,000 17.9%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Jeffrey S. Aronin (1) 503,450 4.5%
1515 West 22nd Street
Oak Brook, Illinois 60523
Gregory Wujek (1) 131,500 1.2%
1515 West 22nd Street
Oak Brook, Illinois 60523
Alan P. Jagiello (1) 41,000 .4%
1515 West 22nd Street
Oak Brook, Illinois 60523
Dr. Michael M. Blue (1) 124,000 1.1%
500 E. Robinson St., Suite 700
Norman, Oklahoma 73071
Lyons Capital Corporation (2) 600,000 5.4%
24 Reid Street
Hamilton, HM11
Bermuda
Directors and Executive Officers 2,799,950 25.0%
as a group (5 persons)
</TABLE>
(1) Includes 500,000, 130,000, 38,750, and 120,000 shares for Mssrs. J. Aronin,
G. Wujek, A. Jagiello and Dr. Blue, respectively, which may be acquired
pursuant to options granted and exercisable within 60 days of April 14,
2000, under the Company's stock option plans.
(2) Includes 300,000 shares which may be acquired pursuant to warrants granted
and exercisable within 60 days of April 14, 2000.
Voting Intentions of Certain Beneficial Owners and Management.
- -------------------------------------------------------------
The Company's directors and officers have advised the Company that they
will vote the 2,011,200 shares owned or controlled by them FOR each of the
Proposals in this Proxy Statement. These shares represented 19.9% of the
outstanding Common Stock of the Company as of April 14, 2000.
<PAGE>
Remuneration and Executive Compensation
- ---------------------------------------
The following table shows, for the three-year period ended December 31,
1999, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for such year, to the Company's Chief Executive
Officer and the Company's other most highly compensated executive officers.
Except as set forth on the following table, no executive officer of the Company
had a total annual salary and bonus for 1999 that exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Securities
Underlying
Name and Options All Other
Principal Position Year Salary Bonus Other Granted Compensation
- ------------------ ---- -------- ------- ----- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jeff Aronin 1999 $200,000 $25,000 $0 150,000 $12,000
CEO, President 1998 $118,750 $51,000 $0 100,000 $12,000
1997 $ 46,433 $ 0 $0 500,000 $ 3,000
Greg Wujek 1999 $110,000 $15,000 $0 165,000 $ 3,600
Chief Operating Officer 1998 $ 95,000 $27,500 $0 155,000 $ 3,600
1997 $ 12,050 $ 0 $0 0 $ 0
Alan Jagiello 1999 $ 99,167 $23,500 $0 280,000 $ 0
Chief Financial Officer 1998 $ 7,437 $ 0 $0 0 $ 0
1997 $ 0 $ 0 $0 0 $ 0
</TABLE>
STOCK OPTION GRANTS IN 1999
Shown below is further information regarding employee stock options awarded
during 1999 to the named officers and directors:
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to Exercise Expiration
Name Options Employees Price Date
- ------------ ---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Jeff Aronin 150,000 18% $3.00 2008
Greg Wujek 40,000 5% $6.50 2008
125,000 15% $3.00 2008
Alan Jagiello 155,000 19% $6.50 2008
125,000 15% $3.00 2008
</TABLE>
AGGREGATED OPTION EXERCISES DURING 1999 AND YEAR-END OPTION VALUES
The following table shows certain information about unexercised options at
year-end with respect to the named officers and directors:
Common Shares
Underlying Value of Unexercised
Unexercised Options In-The-Money Options
<PAGE>
on 12/31/99 on 12/31/99
--------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Jeff Aronin 500,000 250,000 $0 $0
Greg Wujek 130,000 190,000 $0 $0
Alan Jagiello 38,750 241,250 $0 $0
There were no options exercised by any of the officers listed above in
1999.
The value of the options is calculated using the fair market value of the
Company's Common Stock on December 31, 1999 ($2.09 per share) minus the exercise
price per share, of the in-the-money options, multiplied by the number of shares
subject to each option.
EMPLOYMENT CONTRACTS
On December 15, 1998, the Company entered into an employment agreement with
Jeff Aronin, CEO and President. The employment agreement is for two years from
December 9, 1998 and automatically extended for successive one-year periods
unless the Company or Mr. Aronin delivers to the other party written notice
specifying such party's intent not to extend or re-extend the term for an
additional one-year period. The employment agreement entitles Mr. Aronin to
receive an annual base salary of not less than $200,000. In addition to the base
salary, Mr. Aronin will be eligible for an annual bonus for each fiscal year
during the term based on such performance standards as the Board or compensation
committee designated by the Board may establish. The Company also entered into a
stock option agreement with Mr. Aronin, which grants him an option to purchase
500,000 shares at $6.50 per share and an additional option to purchase 100,000
shares at $6.00. Upon any change in control, all of the aforementioned options
vest immediately.
Copies of Form 10-KSB
- ---------------------
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Proxy Statement has been
delivered, on the written request of any such person, a copy of the Company's
most recent Form 10-KSB. Written requests for such copies should be directed to
Alan P. Jagiello, the Secretary of the Company, at 1515 West 22nd Street, Suite
1210, Oak Brook, Illinois 60523.
<PAGE>
MEDCARE TECHNOLOGIES, INC.
1515 WEST 22nd STREET, SUITE 1210
OAK BROOK, ILLINOIS 60523
PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
This proxy is solicited on behalf of the Board of Directors of Medcare
Technologies, Inc.
The undersigned, a stockholder of Medcare Technologies, Inc. (the
"Company") hereby constitutes and appoints each of Mr. Jeff Aronin and Mr. Alan
Jagiello the attorney, agent and proxy of the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
and act with respect to all of shares of the Common Stock of the Company
standing in the name of the undersigned or in respect of which the undersigned
is entitled to vote, with all powers of the undersigned would process if
personally present at such meeting upon the following matters, and otherwise in
his discretion:
<TABLE>
<CAPTION>
FOR AGAINST ABSTENTION
--- ------- ----------
<S> <C> <C> <C> <C>
ITEM 1. To elect directors to serve until the
next annual meeting of stockholders
or until their successors are elected
and have qualified.
Mr. Jeff Aronin [ ] [ ] [ ]
Dr. Michael M. Blue [ ] [ ] [ ]
Mr. Greg Wujek [ ] [ ] [ ]
Mr. Alan Jagiello [ ] [ ] [ ]
Mr. George Nagy [ ] [ ] [ ]
ITEM 2. To ratify the appointment of Arthur [ ] [ ] [ ]
Andersen LLP, as independent auditors
of the Company for the fiscal year
ending December 31,1999.
ITEM 3. To transact any such other business as
may properly come before the meeting or
an adjournment (s) thereof.
</TABLE>
If no direction is indicated, this proxy will be voted in the discretion of
the proxy holder. Please date, sign, and print your name on this proxy exactly
as your name appears on your stock certificate and return immediately to the
address printed above in the enclosed self-addressed stamped envelope.
DATED: __________________________ SIGNATURE: ________________________________
NO. OF SHARES: __________________ PRINT NAME: _______________________________
