PATIENT INFOSYSTEMS, INC.
46 Prince Street
Rochester, New York 14607
May 16, 1997
Dear Stockholder:
You are cordially invited to attend the Patient Infosystems, Inc. Annual
Meeting of Stockholders to be held at 10:00 a.m. Eastern Daylight Time, Tuesday,
June 17, 1997 in the Bausch & Lomb Parlor at the Memorial Art Gallery, 500
University Avenue, Rochester, New York 14607.
The matters proposed for consideration at the meeting are the election of
five directors, the ratification of the appointment of Deloitte & Touche LLP as
the Company's auditors, and to transact other business as may come before the
meeting or any adjournment thereof. The accompanying Notice of Annual Meeting of
Stockholders and Proxy Statement discuss these matters in further detail. We
urge you to review this information carefully.
You will have an opportunity at the meeting to discuss each item of
business described in the Notice of Annual Meeting of Stockholders and Proxy
Statement and to ask questions about the Company and its operations.
It is important that your shares be represented and voted at the Annual
Meeting. Whether or not you plan to attend, please sign and promptly return the
enclosed proxy card, using the envelope provided. If you do attend the Annual
Meeting, you may withdraw your proxy and vote your shares in person.
Sincerely,
DONALD A. CARLBERG
President and Chief Executive Officer
<PAGE>
PATIENT INFOSYSTEMS, INC.
46 Prince Street
Rochester, New York 14607
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 17, 1997
----------
The Annual Meeting of Stockholders of Patient Infosystems, Inc. will be
held on Tuesday, June 17, 1997 at 10:00 a.m. Eastern Daylight Time in the Bausch
& Lomb Parlor at the Memorial Art Gallery, 500 University Avenue, Rochester, New
York 14607 for the following purposes:
1. To elect five directors to hold office until the next Annual Meeting
of Stockholders or until their respective successors have been duly
elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as auditors; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Wednesday, May
14, 1997 as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting of Stockholders.
The Company requests that all stockholders, whether or not you expect to
attend this meeting, sign the enclosed proxy and return it as promptly as
possible in the accompanying postage paid envelope. You may revoke your proxy at
any time before it is voted. If you are present at the meeting, you may vote
your shares in person and the proxy will not be used.
You are respectfully urged to read the Proxy Statement contained in this
booklet for further information concerning individuals nominated as directors,
the appointment of Deloitte & Touche LLP as auditors and the use of the proxy.
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1996 accompanies this Proxy Statement.
By Order of the Board of Directors,
GREGORY D. BROWN
Secretary
May 16, 1997
IMPORTANT -- PLEASE MAIL YOUR SIGNED PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
PATIENT INFOSYSTEMS, INC.
46 Prince Street
Rochester, New York 14607
----------
PROXY STATEMENT
----------
For the Annual Meeting of Stockholders to be held June 17, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders of Patient
Infosystems, Inc. (the "Company" or "Patient Infosystems"), to be held on
Tuesday, June 17, 1997, and at any postponements or adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. This Proxy Statement and the proxy are being mailed to
stockholders on or about May 16, 1997.
The enclosed proxy is solicited by the Board of Directors of the Company
and will be voted at the Annual Meeting and any adjournments thereof. Shares
represented by a properly executed proxy in the accompanying form will be voted
at the Annual Meeting in accordance with any instructions specified by the
stockholder. If no instructions are given, the stockholder's shares will be
voted in accordance with the recommendations of the Board of Directors FOR each
of the proposals presented in this Proxy Statement. Those recommendations are
described later in this Proxy Statement.
The proxy may be revoked at any time before it is exercised by delivering a
written notice of revocation to the Secretary of the Company. If you attend the
Annual Meeting in person, you may revoke your proxy by either giving notice of
revocation to the inspectors of election at the Annual Meeting or by voting at
the Annual Meeting in person.
The only items of business that the Board of Directors intends to present
or knows will be presented at the Annual Meeting are the items discussed in this
Proxy Statement. The proxy confers discretionary authority upon the persons
named therein, or their substitutes, to vote on any other items of business that
may properly come before the meeting.
Only stockholders of record at the close of business on May 14, 1997, the
record date for the Annual Meeting (the "Record Date"), are entitled to notice
of and to vote at the Annual Meeting. As of the Record Date the Company had
7,971,802 shares of Common Stock, par value $.01 per share ("Common Stock"),
issued and outstanding. Each share is entitled to one vote on each matter
submitted to a vote at the Annual Meeting. A majority of the issued and
outstanding shares constitutes a quorum at the meeting.
VOTING PROCEDURES
The directors will be elected by the affirmative vote of a majority of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting, provided a quorum exists. A quorum is established if, as of the Record
Date, at least a majority of the outstanding shares of Common Stock are present
in person or represented by proxy at the Annual Meeting. The ratification of
Deloitte & Touche LLP as auditors and all other matters at the meeting will also
be decided by the affirmative vote of a majority of the shares of Common Stock
cast with respect thereto, provided a quorum exists. Votes will be counted and
<PAGE>
certified by one or more Inspectors of Election who are expected to be employees
of the Company or Continental Stock Transfer & Trust Company, the Company's
stock transfer agent. In accordance with Delaware law, abstentions and "broker
non-votes" (i.e. proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owner or other persons
entitled to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining the presence of a quorum. For purposes of determining
approval of a matter presented at the meeting, abstentions will be deemed
present and entitled to vote and will, therefore, have the same legal effect as
a vote "against" a matter presented at the meeting. Broker non-votes will be
deemed not entitled to vote on the subject matter as to which the non-vote is
indicated and will, therefore, have no legal effect on the vote on that
particular matter. Each stockholder may revoke a previously granted proxy at any
time before it is exercised by filing with the Secretary of the Company either a
notice of revocation or a duly executed proxy bearing a later date. The powers
of the proxy holders will be suspended if the person executing the proxy attends
the meeting in person and so requests. Attendance at the meeting will not, in
itself, constitute revocation of a previously granted proxy.
VOTING SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the shares of the Company's Common Stock as of May 14, 1997, (i) by
each person the Company knows to be the beneficial owner of 5% or more of the
outstanding shares of Common Stock, (ii) each named executive officer listed in
the Summary Compensation Table, (iii) each director of the Company and (iv) all
executive officers and directors of the Company as a group.
Shares Percentage
Beneficially Beneficially
Beneficial Owner (1) Owned Owned
-------------------- ---------- ----------
Derace L. Schaffer (2)........................... 1,711,700 21.5%
John Pappajohn (3)............................... 1,449,680 18.2%
Edgewater Private Equity Fund II, L.P. .......... 970,000 12.2%
666 Grand Avenue, Suite 200
Des Moines, IA 50309
Donald A. Carlberg (4)........................... 104,400 1.3%
Gregory D. Brown (5)............................. 40,320 *
James D. Turner (6).............................. -- *
Kent A. Tapper (7)............................... 7,300 *
Barbara J. McNeil (8)............................ 14,400 *
Carl F. Kohrt (7)................................ 7,200 *
All directors and executive officers as a group
(8 persons)(9)................................. 3,335,000 40.9%
- ----------
* Less than one percent.
(1) Unless otherwise noted, the address of each of the listed persons is c/o
the Company at 46 Prince Street, Rochester, New York 14607.
(2) Includes 288,000 shares held by Dr. Schaffer's minor children. Also
includes 7,200 shares which are issuable upon the exercise of options that
are either currently exercisable or which become exercisable within 60 days
of May 14, 1997. Does not include 28,800 shares subject to outstanding
options which are not exercisable within 60 days of May 14, 1997.
2
<PAGE>
(3) Includes 360,000 shares held by Halkis, Ltd., a sole proprietorship owned
by Mr. Pappajohn, 360,000 shares held by Thebes, Ltd., a sole
proprietorship owned by Mr. Pappajohn's spouse and 360,000 shares held
directly by Mr. Pappajohn's spouse. Mr. Pappajohn disclaims beneficial
ownership of the shares owned by Thebes, Ltd. and by his spouse. Includes
options to purchase 7,200 shares which are either currently exercisable or
which become exercisable within 60 days of May 14, 1997. Does not include
28,800 shares subject to outstanding options which are not exercisable
within 60 days of May 14, 1997.
(4) Represents options to purchase 104,400 shares which are either currently
exercisable or which become exercisable within 60 days of May 14, 1997.
Does not include 129,600 shares subject to outstanding options which are
not exercisable within 60 days of May 14, 1997.
(5) Includes options to purchase 34,560 shares which are either currently
exercisable or which become exercisable within 60 days of May 14, 1997.
Does not include 66,240 shares subject to outstanding options which are not
exercisable within 60 days of May 14, 1997.
(6) Does not include 72,000 shares subject to outstanding options which are not
exercisable within 60 days of May 14, 1997.
(7) Includes options to purchase 7,200 shares which are either currently
exercisable or which become exercisable within 60 days of May 14, 1997.
Does not include 28,800 shares subject to outstanding options which are not
exercisable within 60 days of May 14, 1997.
(8) Includes options to purchase 14,400 shares which are either currently
exercisable or which become exercisable within 60 days of May 14, 1997.
Does not include 21,600 shares subject to outstanding options which are not
exercisable within 60 days of May 14, 1997.
(9) Includes options to purchase 182,160 shares which are either currently
exercisable or which become exercisable within 60 days of May 14, 1997.
Does not include 404,640 shares subject to outstanding options and warrants
which are not exercisable within 60 days of May 14, 1997.
PROPOSAL 1
ELECTION OF DIRECTORS
At this year's Annual Meeting of Stockholders, five directors will be
elected to hold office for a term expiring at the next Annual Meeting of
Stockholders. Each director will be elected to serve until a successor is
elected and qualified or until the director's earlier resignation or removal.
Proxies granted by stockholders will be voted individually for the
election, as directors of the Company, of the persons listed below, unless a
proxy specifies that it is not to be voted in favor of a nominee for director.
In the event any of the nominees listed below shall be unable to serve, it is
intended that the proxy will be voted for such other nominees as are designated
by the Board of Directors. Each of the persons named below has indicated to the
Board of Directors of the Company that they are available to serve.
The names, ages, principal occupations and other information concerning the
director nominees, based upon information received from them, are set forth
below.
Derace L. Schaffer, M.D., 48 (Chairman of the Board of Directors since
1995). Dr. Schaffer has been the President of The Ide Group, P.C., a group of
physicians providing radiological services at multiple locations in New York
State, since 1980, and since 1990 he has also been President of The Lan Group, a
venture capital firm specializing in health care investments. He serves as a
Clinical Professor at the University of Rochester School of Medicine and a
Director of American Physician Partners, Inc., Medifax, Inc., NeuralMed, Inc.,
NeuralTech, Inc., Oncor, Inc., Preferred Oncology Networks of America, Inc. and
The Care Group, Inc. as well as several not-for-profit corporations.
Donald A. Carlberg, 45 (Director since 1995). Mr. Carlberg has been
President, Chief Executive Officer and a Director of the Company since its
inception in February 1995. From February 1993 to December 1994 Mr. Carlberg
served as Chief Executive Officer of Patient Management Technologies, Inc., a
3
<PAGE>
medical services consulting company, which he founded. From 1992 to 1994 Mr.
Carlberg served as Senior Vice President, Sales and Marketing for Neurocare,
Inc./Paradigm Health Corp. From 1990 to 1992 Mr. Carlberg served as Director of
Managed Care for Baxter Healthcare International where he started managed care
initiatives for its Caremark Division. From 1985 to 1990 Mr. Carlberg held
several senior level positions in managed care at Blue Cross/Blue Shield of
Rochester, New York and Independence Blue Cross in Philadelphia, Pennsylvania.
Carl F. Kohrt, Ph.D., 53 (Director since 1996). Dr. Kohrt is Executive Vice
President and Assistant Chief Operating Officer of the Eastman Kodak Company,
where he has served in various capacities since 1971. Dr. Kohrt is a recipient
of a Sloan Fellowship for study at Massachusetts Institute of Technology.
Barbara J. McNeil, M.D., Ph.D., 56 (Director since 1995). Dr. McNeil is
Head of the Department of Health Care Policy and a Professor of Radiology at
Harvard Medical School where she has served in various capacities since 1971.
For four years she has served as Chair of the Blue Cross Massachusetts Hospital
Association Fund for Cooperative Innovation and currently she is a member of the
National Council on Radiation Protection, the American College of Radiology and
its Board of Chancellors, the Society of Nuclear Medicine, the Advisory Council
for the Agency for Health Care Policy and Research and the National Academy of
Sciences' Institute of Medicine where she is a Council member. She also serves
as a Director of CV Therapeutics, Inc.
John Pappajohn. 68 (Director since 1995). Mr. Pappajohn has been the sole
owner of Pappajohn Capital Resources, a venture capital firm specializing in
health care investments, and President of Equity Dynamics, Inc., a financial
consulting firm, both located in Des Moines, Iowa, since 1969. He serves as a
Director for the following public companies: CORE, Inc., Drug Screening Systems,
Inc., Fuisz Technologies, Ltd., GalaGen, Inc., HealthDesk Corporation, OncorMed,
Inc., Pace Health Management Systems, Inc. and The Care Group, Inc.
During the 1996 fiscal year there were four meetings of the Board of
Directors. Each Director attended at least 75% of the aggregate total number of
the meetings of the Board of Directors held during the year, with the exception
of Dr. Kohrt who attended 67% of the meetings held subsequent to his election to
the Board of Directors.
The Board of Directors has standing Audit and Compensation Committees,
which deal with certain specific areas of the Board's responsibility.
The Audit Committee, which did not meet during the 1996 fiscal year,
recommends the firm to be appointed as independent public accountants to audit
the Company's financial statements and reviews the scope and results of the
audit and other services provided by the Company's independent public
accountants. The members of the Audit Committee are Mr. Pappajohn, Dr. McNeil,
and Dr. Kohrt.
The Compensation Committee, which did not meet during the 1996 fiscal year,
develops the Company's executive compensation philosophy and reviews and
recommends the compensation programs for officers of the Company, including
salaries and incentive compensation. The Compensation Committee also administers
the Company's Employee Stock Option Plan. The members of the Compensation
Committee are Dr. Schaffer, Dr. McNeil and Dr. Kohrt.
Directors who are not currently receiving compensation as officers or
employees of the Company are entitled to reimbursement of expenses for attending
each meeting of the Board of Directors and each meeting of any committee.
4
<PAGE>
The Company's directors are eligible to participate in the Company's
Employee Stock Option Plan. Pursuant to the Employee Stock Option Plan,
non-employee directors of the Company receive a one-time grant of a
non-qualified stock option to purchase 36,000 shares of the Company's Common
Stock at an exercise price equal to fair market value per share on the date of
their initial election to the Company's Board of Directors. Such non-qualified
stock option vests as to 20% of the option grant on the first anniversary of the
grant, and 20% on each subsequent anniversary, is exercisable only during the
non-employee director's term and automatically expires on the date such
director's service terminates. Upon the occurrence of a change of control, as
defined in the Employee Stock Option Plan, all outstanding unvested options
immediately vest.
Section 16(a) of the Exchange Act requires that the Company's executive
officers and directors, and beneficial owners of 10% or more of the Company's
stock file initial reports of ownership and of changes of ownership with the
Securities and Exchange Commission and the NASDAQ Stock Market. Executive
officers, directors and 10% beneficial owners are required by securities
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based on a review of the copies of reports furnished to the Company, the
Company believes that during the year ended December 31, 1996 all filing
requirements applicable to its officers, directors and ten percent beneficial
owners were met, except that initial reports of beneficial ownership on Form 3
were filed late.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company for services rendered in all capacities for executive officers of the
Company who received compensation in excess of $100,000 during the period from
inception on February 22, 1995 to December 31, 1995 and during 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------- Securities
Name and Principal Position Year Salary Bonus Underlying Options (#)
--------------------------- ---- ------ ----- ----------------------
<S> <C> <C> <C> <C>
Donald A. Carlberg, President 1996 $131,731 $25,000 18,000
and Chief Executive Officer 1995(1) $ 96,417 $15,000 216,000
Gregory D. Brown, Sr. Vice 1996 $103,077 $20,000 10,800
President, Chief Financial Officer, 1995(1) $ 60,034 $ 0 90,000
Secretary and Treasurer
Giancarla C. Miele, Vice President 1996 $103,077 $ 5,000 36,000
of Operations (2) 1995(1) $ 16,912 $ 0 36,000
George T. Witter, Vice President 1996 $119,062 $12,500 18,000
of Sales (3) 1995(1) $ 49,512 $ 0 54,000
</TABLE>
- ----------
(1) Reflects compensation paid from inception on February 22, 1995 to December
31, 1995.
(2) Ms. Miele resigned her position as Vice President of Operations as of
February 7, 1997.
(3) Mr. Witter resigned his position as Vice President of Sales as of November
1, 1996.
5
<PAGE>
The following table sets forth certain information regarding options
granted to the Chief Executive Officer and other executive officers of the
Company during 1996.
Option Grants During 1996
<TABLE>
<CAPTION>
Individual Grants
-----------------
Potential Realizable Value
at Assumed Annual Rates
Number of % of Total Options of Stock Price Appreciation
Securities Granted to Exercise for Option Term (2)
Underlying Options Employees in Price Expiration -------------------
Name Granted (#)(1) Fiscal Year $/Share Date 5% ($) 10% ($)
---- ------------ ------------ ------ -------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Donald A. Carlberg........ 18,000 4.9% $2.08 4/08/06 $ 23,546 $ 59,670
Gregory D. Brown.......... 10,800 3.0% $2.08 4/08/06 14,127 35,802
James D. Turner........... 72,000 19.7% $10.00 11/22/06 452,804 1,147,495
George T. Witter.......... 18,000 4.9% $2.08 4/08/06 23,546 59,670
Giancarla C. Miele........ 36,000 9.9% $2.08 4/08/06 47,092 119,340
</TABLE>
- ----------
(1) All options will become exercisable at the rate of 20% per year from the
date of grant and have ten year terms as long as the optionee's employment
with the Company continues. The exercise price of each option is equal to
the fair market value of the underlying Common Stock on the date of the
grant, as determined by the Board of Directors.
(2) Future value of current year grants assumes appreciation in the market
value of the Common Stock of 5% and 10% per year over the ten-year option
period as required by the rules of the Securities and Exchange Commission
and do not represent the Company's estimate or projection of actual values.
The actual value realized may be greater than or less than the potential
realizable values set forth in the table.
No stock options were exercised by the Chief Executive Officer or other
executive officers of the Company during 1996. The following table sets forth
certain information regarding unexercised options held by the Chief Executive
Officer and other executive officers of the Company at December 31, 1996.
Option Values on December 31, 1996
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 1996(#) December 31, 1996($)(1)
----------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Donald A. Carlberg..................... 72,000 162,000 $651,960 $1,425,060
Gregory D. Brown....................... 18,000 82,800 162,000 725,436
James D. Turner........................ 0 72,000 0 0
Kent A. Tapper......................... 7,200 28,800 65,592 262,368
Giancarla C. Miele..................... 7,200 64,800 59,112 494,568
</TABLE>
- ----------
(1) Calculated based upon $9.25 market value of the underlying securities as of
December 31, 1996.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Because the Company completed its public offering in late December 1996 no
formal compensation committee meetings have yet been held. Compensation for the
Company's executive officers was determined by the Board of Directors in light
of the responsibilities involved in commencing the Company's business
operations, developing its initial customer relationships and negotiating with
the Company's investment bankers.
The Compensation Committee intends to evaluate the performance of each
executive officer of the Company in the context of the goals and challenges that
the Company faces over the next year. Because of the Company's early stage of
development, the Committee will consider factors other than profitability in
determining compensation for the next year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company was initially capitalized on February 22, 1995 through the sale
of 3,600,000 shares of its Common Stock for $.14 per share. Included among the
participants in that transaction were Dr. Derace L. Schaffer, Chairman of the
Board, who purchased 1,656,000 shares, Dr. Schaffer's spouse who purchased
144,000 shares, John Pappajohn, a director, who purchased 541,800 shares, a sole
proprietorship owned by Mr. Pappajohn which purchased 360,000 shares, Mr.
Pappajohn's spouse, who purchased 360,000 shares, and a sole proprietorship
owned by Mr. Pappajohn's spouse which purchased 360,000 shares.
In August and September of 1995 the Company sold 1,800,000 shares of its
Series A Preferred Stock in a private placement for $1.00 per share. Included
among the participants in that transaction were Gregory D. Brown, Sr. Vice
President, Chief Financial Officer, Secretary and Treasurer, who purchased
10,000 shares and Mr. Pappajohn who purchased 10,000 shares. In addition,
Edgewater Private Equity Fund II, L.P., ("Edgewater"), a five percent owner of
the Common Stock of the Company, acquired 1,000,000 shares of Series A
Convertible Preferred Stock in the Series A Convertible Preferred Stock
offering. On December 26, 1996, each share of Series A Convertible Preferred
Stock was converted into .72 shares of the Company's Common Stock.
In May and June of 1996, the Company sold 600,000 shares of its Series B
Convertible Preferred Stock in a private placement for $5.00 per share. Included
among the participants in that transaction were Dr. Schaffer, who purchased
20,000 shares, Mr. Pappajohn, who purchased 40,000 shares and Edgewater which
purchased 200,000 shares. On December 26, 1996, each share of Series B
Convertible Preferred Stock has been converted into 1.25 shares of the Company's
Common Stock.
7
<PAGE>
COMPANY PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Common Stock of Patient Infosystems, Inc. from December 19, 1996 (the date the
Common Stock was first offered to the public at an initial public offering price
of $8.00 per share) through December 31, 1996 with the cumulative total return
on the NASDAQ Stock Market - U.S. Index and the cumulative total return on the
NASDAQ Health Services Index. The Company did not pay any dividends during this
period. The NASDAQ Stock Market - U.S. Index and the NASDAQ Health Services
Index are published daily. The graph assumes an investment of $100 in each of
Patient Infosystems, Inc., the NASDAQ Stock Market - U.S. Index and the NASDAQ
Health Services Index on December 19, 1996. The Comparison also assumes that all
dividends are reinvested. It should be noted that the Company's Common Stock
traded for only an insignificant period of time during 1996.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG PATIENT INFOSYSTEMS, INC., THE NASDAQ STOCK
MARKET - U.S. INDEX AND THE NASDAQ HEALTH SERVICES INDEX
[The following table is represented as a line chart in the printed material]
December 19, 1996 December 31, 1996
---------------- ----------------
Patient Infosystems, Inc................ 100.00 115.63
NASDAQ Stock Market - U.S. Index........ 100.00 99.49
NASDAQ Health Services Index............ 100.00 100.55
The comparisons in this table are required by the rules of the Securities
and Exchange Commission and are not intended to forecast or be indicative of
possible future performance of the Company's Common Stock. The stock price
performance graph shall not be deemed to be incorporated into any filing under
the Securities Act or the Exchange Act, notwithstanding any general statement
contained in any such filing incorporating this Proxy Statement by reference,
except to the extent that the Company specifically incorporates this information
by reference.
8
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The independent public accounting firm utilized by the Company during the
fiscal years ended December 31, 1995 and 1996 was Deloitte & Touche LLP,
independent certified public accountants. Although the appointment of auditors
is not required to be submitted to a vote of stockholders, the Board of
Directors believes that it is appropriate as a matter of policy to request that
the stockholders ratify the appointment. If the stockholders should not ratify
the appointment, the Audit Committee will investigate the reasons for the
stockholders' rejection and the Board of Directors will reconsider the
appointment. It is expected that a representative of Deloitte & Touche LLP will
be present at the meeting.
The Board of Directors unanimously recommends that the stockholders vote
FOR ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Stockholders who wish to present proposals appropriate for consideration at
the Company's 1998 Annual Meeting of Stockholders must submit the proposal in
proper form to the Company at its address set forth on the first page of this
Proxy Statement not later than January 17, 1998 in order for the proposition to
be considered for inclusion in the Company's proxy statement and form of proxy
relating to such annual meeting. Any such proposals, as well as any questions
related thereto, should be directed to the Secretary of the Company.
ADDITIONAL INFORMATION
The expenses in connection with the solicitation of proxies will be borne
by the Company. Solicitation will be made by mail, but may also be made by
telephone or personal call by officers, directors or employees of the Company
who will not be specially compensated for such solicitation. The Company may
request that brokerage houses and other nominees or fiduciaries forward copies
of the Company's Proxy Statement and Annual Report to Stockholders to beneficial
owners of stock held in their names, and the Company may reimburse them for
reasonable out-of-pocket expenses incurred in doing so.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1996
IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE OF
BUSINESS ON MAY 14, 1997. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
WILL BE PROVIDED FOR A NOMINAL CHARGE UPON WRITTEN REQUEST TO:
PATIENT INFOSYSTEMS, INC.
46 Prince Street
Rochester, New York 14607
Attention: Gregory D. Brown
By Order of the Board of Directors,
GREGORY D. BROWN
Secretary
9
<PAGE>
PROXY PATIENT INFOSYSTEMS, INC. PROXY
(Solicited on behalf of the Board of Directors)
The undersigned holder of Common Stock of Patient Infosystems, Inc.,
revoking all proxies heretofore given, hereby constitutes and appoints Donald A.
Carlberg and Derace L. Schaffer, and each of them, Proxies, with full power of
substitution, for the undersigned and in the name, place and stead of the
undersigned, to vote all of the undersigned's shares of said stock, according to
the number of votes and with all the powers the undersigned would possess if
personally present, at the 1997 Annual Meeting of Shareholders of Patient
Infosystems, Inc., to be held in the Baush and Lomb Parlor of the Memorial Art
Gallery, 500 University Avenue, Rochester, NY 14607 at 10:00 a.m. Eastern
Daylight Time, and at any adjournments or postponements thereof.
Each properly executed Proxy will be voted in accordance with the
specifications made on this Proxy and in the discretion of the Proxies on any
other matter that may properly come before the meeting. Where no choice is
specified, this Proxy will be voted (i) FOR all listed nominees to serve as
directors, and (ii) FOR the ratification and approval of the appointment of
Deloitte & Touche, LLP as the Company's independent auditors for the fiscal year
ending December 31, 1997, and in accordance with their discretion on such other
matters as may properly come before the meeting.
1. ELECTION OF FIVE DIRECTORS [ ] FOR all nominees listed
(except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to vote for all below
Nominees: Dr. Derace L. Schaffer, Donald A. Carlberg, Dr. Carl F. Kohrt,
Dr. Barbara J. McNeil, John Pappajohn
(Instruction: To withhold authority to vote for any individual nominees,
circle that nominee's name in the list provided above.)
<PAGE>
2. The ratification and approval of the appointment of Deloitte & Touche,
LLP as the Company's independent auditors for the fiscal year ending December
31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The proxies are authorized to vote in their discretion upon such other
matters as may properly come before the meeting.
Dated ____________________________, 1997
________________________________________
________________________________________
Signature(s)
(Signature(s) should conform to actual
number registered. For jointly owned
shares, each owner should sign. When
signing as attorney, executor,
administrator, trustee, guardian or
officer of a corporation, please give
full title.)
