NEW YORK HEALTH CARE, INC.
1850 MacDonald Avenue
Brooklyn, New York 11223
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of New York Health Care, Inc.:
The Annual Meeting of Shareholders of New York Health Care, Inc. (the
"Company") will be held at the offices of the Company, 1850 MacDonald Avenue,
Brooklyn, New York 11223 on June 25, 1998 at 10:00 A.M. local time, for the
following purposes:
To consider and vote upon the approval and adoption of the following:
1. To elect six directors to serve until the next Annual Meeting of
Shareholders, or until their successors are elected and qualify;
2. To approve an amendment to the New York Health Care, Inc. Performance
Incentive Plan (the "Stock Option Plan") authorizing the reservation
of an additional 210,000 shares of the Company's $.01 par value common
stock for issuance under the Stock Option Plan for each of two
additional years (a total of 420,000 additional shares);
3. To approve the selection of M.R. Weiser & Co. LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998;
4. To ratify an amendment to Article III, Section 1 of the Company's
by-laws to eliminate the requirement that all directors be
shareholders of the Company;
5. To ratify an amendment to Article III, Section 2 of the Company's
by-laws to provide that the minimum number of directors of the Company
will be three and the maximum number will be seven;
6. To ratify an amendment to Article III, Section 11 of the Company's
by-laws to provide that meetings of the Company's Board of Directors
may be called by the Secretary of the Company at the direction and
upon the request of the President or any two members of the Board of
Directors, and to provide that notice of each such meeting be given to
each member of the Board of Directors at his last known business or
residence address at least 24 hours before the meeting either orally
or in writing, delivered personally or by telephone or fax or mail or
express delivery; and
7. To transact such other business as may properly come before the
meeting or any other adjournment or adjournments thereof.
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Only holders of record of the Company at the close of business on May 28,
1997 will be entitled to notice of and to vote at the Annual Meeting and any
adjournment or adjournments thereof.
By Order of the Board of Directors
/s/ Jacob Rosenberg
---------------------------------
Jacob Rosenberg, Secretary
IMPORTANT
It is important that as many shares as possible be represented at the Annual
Meeting. Therefore, whether or not you plan to attend the Annual Meeting in
person, we urge that you date, sign and promptly return the proxy card in the
enclosed envelope (which requires no postage if mailed within the United
States). Your proxy may be revoked by you at any time before it has been voted.
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NEW YORK HEALTH CARE, INC.
1850 MacDonald Avenue
Brooklyn, New York 11223
May 28, 1998
Dear Shareholders:
As President of New York Health Care, Inc. (the "Company"), I cordially
invite you to attend the Annual Meeting of the Shareholders to be held on June
25, 1998 at the offices of the Company, 1850 MacDonald Avenue, Brooklyn, New
York, at 10:00 A.M. for the purpose of (i) electing six directors to serve until
the next Annual Meeting of Shareholders or until their successors are elected
and qualify; (ii) to approve an amendment to the Performance Incentive Plan (the
"Stock Option Plan") authorizing the reservation of an additional 210,000 shares
of the Company's $.01 par value common stock for issuance under that Stock
Option Plan for each of two additional years (a total of 420,000 additional
shares); (iii) to approve the selection of M.R. Weiser & Co. LLP as the
Company's independent auditors for the fiscal year ending December 31, 1998;
(iv) ratification of an amendment to Article III, Section 1 of the Company's
by-laws to eliminate the requirement that all directors be shareholders of the
Company; (v) ratification of an amendment to Article III, Section 2 of the
Company's by-laws to provide that the minimum number of directors of the Company
will be three and the maximum number will be seven; (vi) ratification of an
amendment to Article III, Section 11 of the Company's by-laws to provide that
meetings of the Company's Board of Directors may be called by the Secretary of
the Company at the direction and upon the request of the President or any two
members of the Board of Directors, and to provide that notice of each such
meeting be given to each member of the Board of Directors at his last known
business or residence address at least 24 hours before the meeting either orally
or in writing, delivered personally or by telephone or fax or mail or express
delivery; and (vii) to conduct such other business as may properly come before
the Annual Meeting and any adjournment or adjournments thereof.
Your representation and vote are very important and your shares should be
voted. Therefore, even if you do not plan to attend the Annual Meeting, we urge
you to review and consider the enclosed proxy material and then complete, date
and return the enclosed proxy.
Very truly yours,
NEW YORK HEALTH CARE, INC.
By: /s/ Jerry Braun
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Jerry Braun, President
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NEW YORK HEALTH CARE, INC.
1850 MacDonald Avenue
Brooklyn, NY 11223
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 1998
PROXY STATEMENT
General Information
This Proxy Statement is furnished to stockholders of New York Health Care,
Inc., a New York corporation ("NYHC" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Stockholders to be held on Thursday, June 25, 1998, at 10:00 a.m. local time,
and at any and all adjournments or postponements thereof for the purposes set
forth in the Notice of Annual Meeting accompanying this Proxy Statement. The
Annual Meeting will be held at the Company's offices at 1850 MacDonald Avenue,
Brooklyn, New York 11223.
These proxy solicitation materials are first being mailed on or about May
28, 1998 to all stockholders entitled to vote at the Annual Meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (sent to the
attention of Mr. Jacob Rosenberg, Secretary) a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. Attendance at the meeting will not, by itself, revoke a proxy.
Voting and Solicitation
The solicitation of proxies will be conducted by mail and the Company will
bear all attendant costs. These costs will include reimbursements paid to
brokerage firms and others for their expenses incurred in forwarding
solicitation material regarding the Annual Meeting to beneficial owners of the
Company's Common Stock. The Company may conduct further solicitation personally
or telephonically through its officers, directors and regular employees, none of
whom will receive additional compensation for assisting with the solicitation.
Only stockholders of record at the close of business on May 28, 1998 are
entitled to notice of and to vote at the Annual Meeting. As of May 28, 1997,
3,750,000 shares of the Company's Common Stock were issued and outstanding. On
each matter to be considered at the Annual Meeting, stockholders will be
entitled to cast one vote for each share held of record on May 28, 1998. The
Company's by-laws do not provide for cumulative voting by stockholders.
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A majority of the shares of Common Stock entitled to vote will constitute
a quorum for the transaction of business at the Annual Meeting. Each matter to
be submitted to a vote of the stockholders, other than the election of
directors, must receive an affirmative vote of the majority of shares present,
in person or represented by proxy, and entitled to vote at the Annual Meeting.
Directors shall be elected by a plurality of the votes cast. Votes withheld from
any director are counted for purposes of determining the presence or absence of
a quorum for the transaction of business, but have no legal effect under New
York law. The Company believes that abstentions should be counted for purposes
of determining whether a quorum is present at the Annual Meeting for the
transaction of business and, except for the election of directors, should also
be counted in tabulating votes cast on proposals presented to stockholders. The
Company intends to count broker non-votes as present or represented for purposes
of determining the presence or absence of a quorum for the transaction of
business. Broker non-votes will not be counted for purposes of determining
whether a proposal has been approved.
The shares represented by all valid proxies will be voted in accordance
with the specifications therein. Unless otherwise directed in the proxy, the
persons named therein will vote FOR: 1) the election to the Board of Directors
of the six nominees listed below; 2) the authorization of an additional 210,000
shares of Common Stock for issuance under the Performance Incentive Plan (the
"Stock Option Plan") for each of two additional years (a total of 420,000
shares); 3) the approval of the selection of M.R. Weiser & Co. LLP as the
Company's independent auditor for the fiscal year ending December 31, 1998; 4)
ratification of an amendment to Article III, Section 1 of the Company's by-laws
to eliminate the requirement that all directors be shareholders of the Company;
5) ratification of an amendment to Article III, Section 2 of the Company's
by-laws to provide that the minimum number of directors of the Company will be
three and the maximum number will be seven; and 6) ratification of an amendment
to Article III, Section 11 of the Company's by-laws to provide that meetings of
the Company's Board of Directors may be called by the Secretary of the Company
at the direction and upon the request of the President or any two members of the
Board of Directors, and to provide that notice of each such meeting be given to
each member of the Board of Directors at his last known business or residence
address at least 24 hours before the meeting either orally or in writing,
delivered personally or by telephone or fax or mail or express delivery. As to
any other business which may properly come before the meeting, they will vote in
accordance with their best judgment. The Company does not presently know of any
other such business.
PROPOSAL 1:
ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation of the Company
provides for the Company's Board of Directors to serve until their successors
have been duly elected and qualified or until they resign, become disqualified
or disabled, or are otherwise removed. The nominees for election to the Board of
Directors are listed below.
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Name Age Position Director Since
---- --- -------- --------------
Jerry Braun 40 President, Chief Executive Officer 1983
and Director
Jacob Rosenberg 40 Vice President, Chief Operating 1983
Officer, Secretary and
Director
Hirsch Chitrik 68 Director 1995
Sid Borenstein 42 Director 1995
H. Gene Berger 57 Director 1998*
Charles J. Pendola 52 Director 1998*
- ---------
*Messrs. Berger and Pendola were elected by the Board of Directors on
February 17, 1998 to fill vacancies on the Board which were created by the
adoption of a resolution establishing the maximum number of Board seats at
seven. That resolution is being submitted to the annual meeting of shareholders
for ratification at the annual meeting on June 25, 1998.
Jerry Braun has been the President, Chief Executive Officer and Chief
Operating Officer of the Company since its inception in 1983.
Jacob Rosenberg, has been Secretary and a Director since the Company's
inception in 1983, and Vice President and Chief Operating Officer since February
1995.
Hirsch Chitrik has been a Director of the Company since May 1995. For more
than the last five years, Mr. Chitrik has been the President of Citra Trading
Corporation, a privately-held company in New York engaged in the jewelry
business.
Sid Borenstein has been a Director of the Company since May 1995. For more
than the last five years, Mr. Borenstein, a Certified Public Accountant, has
been a General Partner in Sid Borenstein & Co., CPA's, in Brooklyn, New York.
H. Gene Berger has been a director of the Company since February 1998.
Since 1981 Mr. Berger has been the president of Jay Isle Associates, a
consulting firm to the health care industry. From October 1991 to October 1997,
Mr. Berger was employed by Transworld Health Care, Inc., which is a regional
provider of alternate site health care services and products, in a number of
capacities including executive vice president, president, chief operating
officer and chief executive officer.
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Charles J. Pendola has been a director of the Company since February 1998.
Since April 1997, Mr. Pendola has been an independent management consultant to
various organizations in the health care industry. From August 1996 to March
1997 Mr. Pendola was the president and chief executive officer of First Medical
Corporation, an international health care management firm providing services to
health care networks, managed care organizations and independent health
providers in the United States and Europe. From April 1989 to June 1996, Mr.
Pendola was the president and chief executive officer of Preferred Health
Network, a not-for-profit corporation which managed a diversified group of
health care providers and health related organizations including five acute care
hospitals and 20 ambulatory care centers. Mr. Pendola is a certified public
accountant.
There is no family relationship between any director or executive officer
of the Company.
The Board of Directors and its Committees
The Company's Board of Directors met a total of 9 times during the fiscal
year ended December 31, 1997. Each of the directors attended at least 90% of the
aggregate of the total meetings of the Board of Directors.
The Company has an Audit Committee which was formed in February 1998 and
consists of three non-employee directors; Mr. Borenstein, Mr. Pendola and Mr.
Berger. The Audit Committee assists in selecting the independent auditors,
designating services they are to perform and maintaining effective
communications with those auditors. The Company also has a Compensation
Committee which was formed in May 1998 and is currently composed of Mr. Braun,
Mr. Pendola and Mr. Berger. The Compensation Committee will review and act on
all matters relating to compensation levels and benefit plans for executive
officers and key employees of the Company, including salary, bonus and stock
options. The Compensation Committee is responsible for granting stock awards,
stock options and other awards to be made under the Company's existing incentive
Performance Incentive Plan.
Directors who are officers of the Company receive no compensation for
attending committee or regular or special Board meetings. Non-employee directors
receive $1,000 for attending each regular or special board meeting and $500 for
attending each Audit Committee or Compensation Committee meeting. Directors who
are employed by the Company are eligible to receive stock options pursuant to
the Company's Stock Option Plan. During 1997 there were no grants to any
directors pursuant to the Company's Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 1.
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PROPOSAL 2:
APPROVAL OF AMENDMENT TO STOCK OPTION PLAN
General
The Company's stockholders are being asked to approve an amendment to the
1993 Plan to increase the number of shares of Common Stock authorized for
issuance under the Stock Option from 262,500 to 682,500.
The Stock Option Plan became effective in March 1996 in connection with
the Company's initial public offering. The amendment to the Stock Option Plan
relating to the share increase was approved by the Board on July 6, 1998 subject
to stockholder approval at the Annual Meeting. The Board believes the increase
in the number of shares of Common Stock issuable under the Stock Option Plan is
necessary to assure that the Company will continue to have a sufficient reserve
of Common Stock available under the stock Option Plan to attract and retain the
services of key individuals essential to the Company's long-term success.
The following is a summary of the principal features of the Stock Option
Plan. The summary, however, does not purport to be a complete description of all
the provisions of the Stock Option Plan. Any stockholder of the Company who
wishes to obtain a copy of the actual plan document may do so upon written
request to the Corporate Secretary at the Company's principal executive offices
in Brooklyn, New York.
In March 1996, the Company's Board of Directors and stockholders approved
and adopted the Stock Option Plan. Under the terms of the Stock Option Plan,
options to purchase up to 262,500 shares of Common Stock may be granted to key
employees of the Company. To date, no options have been granted under the Stock
Option Plan. Moreover, the Company's Board of Directors has approved a
resolution which proposes to provide for an increase in the number of shares of
Common Stock available for options under the Stock Option Plan equal to an
additional 210,000 shares for each of two additional years, subject to approval
by the Company's shareholders at the Annual Meeting of shareholders. The Stock
Option Plan is administered by the Compensation Committee (the "Committee"),
which is authorized to grant incentive stock options and non-qualified stock
options to selected employees of the Company and to determine the participants,
the number of options to be granted and other terms and provisions of each
option.
The exercise price of any incentive stock option or non-qualified option
granted under the Stock Option Plan may not be less than the fair market value
of the shares of Common Stock of the Company at the time of the grant. In the
case of incentive stock options granted to holders of more than 10% of the
voting power of the Company, the exercise price may not be less than 110% of the
fair market value.
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Under the terms of the Stock Option Plan, the aggregate fair market value
(determined at the time of grant) of shares issuable to any one recipient upon
exercise of incentive stock options exercisable for the first time during any
one calendar year may not exceed $ 100,000. Options granted under the Stock
Option Plan become exercisable in whole or in part from time to time as
determined by the Committee, but in no event may a stock option granted in
conjunction therewith be exercisable prior to the expiration of six months from
the date of grant, unless the grantee dies or becomes disabled prior thereto.
Stock options granted under the Stock Option Plan have a maximum term of 10
years from the date of grant, except that with respect to incentive stock
options granted to an employee who, at the time of the grant, is a holder of
more than 10% of the voting power of the Company, the stock option shall expire
not more than five years from the date of the grant. The option price must be
paid in full on the date of exercise and is payable in cash or in shares of
Common Stock having a fair market value on the date the option is exercised
equal to the option price.
If a grantee's employment by, or provision of services to, the Company
shall be terminated, the Committee may, in its discretion, permit the exercise
of stock options for a period not to exceed one year following such termination
of employment with respect to incentive stock options and for a period not to
extend beyond the expiration date with respect to non-qualified options, except
that no incentive stock option may be exercised after three months following the
grantee's termination of employment, unless it is due to death or permanent
disability, in which case they may be exercised for a period of up to one year
following such termination.
The underwriting agreement between the Company and the underwriter of its
initial public offering provides that, until December 20, 1999, the Company will
not adopt, propose to adopt or otherwise permit to exist any employee, officer,
director or compensation plan or arrangement permitting the grant, issue or sale
of any shares of Common Stock or other securities of the Company in an amount
greater than 262,500 shares, other than an increase in the Stock Option Plan of
up to 262,500 shares for each of two additional years (a total of 525,000
shares). A provision of the underwriting agreement requiring the exercise price
of all stock options to be not less than the greater of fair market value or
$4.00 per share has since been waived by the underwriter and is no longer in
effect.
Federal Income Tax Consequences
Plan Benefits
Options granted under the 1993 Plan may be either incentive stock options
which satisfy the requirements of Section 422 of the Internal Revenue Code or
non-statutory options which are not intended to meet such requirements. The
Federal income tax treatment for the two types of options differs as follows:
Incentive Options. No taxable income is recognized by the optionee at the
time of the option grant, and no taxable income is generally recognized at the
time the option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise disposed
of. For Federal tax purposes, dispositions are divided into two categories: (i)
qualifying and
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(ii) disqualifying. A qualifying disposition occurs if the sale or other
disposition is made after the optionee has held the shares for more than two
years after the option grant date and more than one year after the exercise
date. If either of these two holding periods is not satisfied, then a
disqualifying disposition will result.
If the optionee makes a disqualifying disposition of the purchased shares,
then the Company will be entitled to an income tax deduction, for the taxable
year in which such disposition occurs, equal to the excess of (i) the fair
market value of such shares on the option exercise date over (ii) the exercise
price paid for the shares. In no other instance will the Company be allowed a
deduction with respect to the optionee's disposition of the purchased shares.
Non-Statutory Options. No taxable income is recognized by an optionee upon
the grant of a non-statutory option. The optionee will in general recognize
ordinary income, in the year in which the option is exercised, equal to the
excess of the fair market value of the purchased shares on the exercise date
over the exercise price paid for the shares, and the optionee will be required
to satisfy the tax withholding requirements applicable to such income.
If the shares acquired upon exercise of the non-statutory option are not
vested and subject to repurchase by the Company in the event of the optionee's
termination of service prior to vesting in those shares, then the optionee will
not recognize any taxable income at the time of exercise but will have to report
as ordinary income, as and when the Company's repurchase right lapses, an amount
equal to the excess of (i) the fair market value of the shares on the date the
repurchase right lapses over (ii) the exercise price paid for the shares. The
optionee may, however, elect under Section 83(b) of the Internal Revenue Code to
include as ordinary income in the year of exercise of the option an amount equal
to the excess of (i) the fair market value of the purchased shares on the
exercise date over (ii) the exercise price paid for such shares. If the Section
83(b) election is made, the optionee will not recognize any additional income as
and when the repurchase right lapses.
The Company will be entitled to an income tax deduction equal to the
amount of ordinary income recognized by the optionee with respect to the
exercised non-statutory option. The deduction will in general be allowed for the
taxable year of the Company in which such ordinary income is recognized by the
optionee.
Accounting Treatment
The Company accounts for stock-based awards to employees using the
intrinsic value method in accordance with Accounting Principles Board ("APB")
Opinion No. 25, Accounting for Stock Issued to Employees. Pursuant to APB
Opinion No. 25, option grants or stock issuances with exercise or issue prices
less than the fair market value of the shares on the grant or issue date will
result in a compensation expense to the Company's earnings equal to the
difference between the exercise or issue price and the fair market value of the
shares on the grant or issue date. Such expense will be accruable by the Company
over the period that the option shares or issued shares are to vest. Option
grants or stock issuances at 100% of fair market value will not result in any
charge to the Company's earnings.
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In addition, the Company is subject to the disclosure requirements of
Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for
Stock-Based Compensation. SFAS No. 123 requires the disclosure of pro forma net
income and earnings per share had the Company adopted the fair value method as
of the beginning of fiscal 1995. Under SFAS No. 123, the fair value of
stock-based awards to employees is calculated through the use of option pricing
models, even though such models were developed to estimate the fair value of
freely tradable, fully transferable options without vesting restrictions, which
significantly differ from the Company's stock option awards. These models also
require subjective assumptions, including future stock price volatility and
expected time to exercise, which greatly affect the calculated values.
Whether or not granted at a discount, the number of outstanding options
may be a factor in determining the Company's earnings per share on a primary and
fully-diluted basis, as the Company uses the treasury stock method for computing
weighted average common and common equivalent shares outstanding.
Stockholder Approval
The affirmative vote of a majority of the outstanding voting shares of the
Company present or represented and entitled to vote at the 1998 Annual Meeting
is required for approval of the amendment to the Stock Option Plan. Should such
stockholder approval not be obtained, then any options granted will have to be
limited to the 262,500 shares now available under the Stock Option Plan.
Option Grants
No options have been made to date on the basis of the 420,000 share
increase subject to approval by the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 2.
PROPOSAL 3:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
The Board of Directors has selected M.R. Weiser & Co. LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998 and has
further directed that the Audit Committee submit the selection of independent
auditor for ratification by stockholders at the Annual Meeting. Representatives
of M.R. Weiser are expected to be present at the Annual Meeting, will have an
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions.
Stockholder ratification of the selection of M.R. Weiser & Co. LLP as the
Company's independent auditor is not required by the Company's by-laws or
otherwise. However, the Board is submitting M.R. Weiser & Co. LLP to the
stockholders for ratification as a matter of good corporate
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practice. If the stockholders fail to ratify the selection, the Board of
Directors will reconsider whether to retain that firm. Even if the selection is
ratified, the Board of Directors in their discretion may direct the appointment
of a different independent accounting firm at any time during the year if they
determine that such a change would be in the best interests of the Company and
its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 3.
PROPOSAL 4:
RATIFICATION OF AN AMENDMENT TO ARTICLE III SECTION 1 OF THE
BY-LAWS ELIMINATING A REQUIREMENT THAT DIRECTORS
OF THE COMPANY ALSO BE SHAREHOLDERS
Stockholder ratification of amendments to the by-laws is required by both
the Company's ByLaws and New York State law. The Board of Directors is
requesting ratification by the Company's shareholders of a resolution it adopted
amending Article III Section 1 of the by-laws for the purpose of eliminating a
requirement that directors of the Company also be shareholders. This requirement
was adopted at the inception of the Company when it was a closed, sub-chapter S
corporation managed entirely by the small number of founding shareholders. The
Board believes that the provision is unduly restrictive and inappropriate for a
publicly held company seeking talented people to serve on its board.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 4.
PROPOSAL 5:
RATIFICATION OF AN AMENDMENT TO ARTICLE III SECTION 2 OF THE
BY-LAWS TO PROVIDE THAT THE MINIMUM NUMBER OF DIRECTORS
IS THREE AND THE MAXIMUM NUMBER OF DIRECTORS IS SEVEN
The Board of Directors requests ratification by the stockholders of an
amendment to Article III Section 2 of the by-laws adopted by the Board on
February 17, 1998 which increases the maximum number of directors to seven. This
change has been adopted by the Board to enable the Company to comply with new
rules recently adopted by the Nasdaq Stock Market, which is the principal market
for the Company's securities, requiring that all companies listed on Nasdaq have
at least two independent directors. In addition, the modest increase in the size
of the Board will also enable the Company can take advantage of the expertise
and guidance of other talented and knowledgeable people, both in and out of the
home health care industry, as the Company executes its acquisition strategy and
substantially increases the size of its operations.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 5.
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PROPOSAL 6:
RATIFICATION OF AN AMENDMENT TO ARTICLE III SECTION 11 OF THE
BY-LAWS RELATING TO THE METHODS AND TIMING FOR CALLING
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors requests ratification by the stockholders of an
amendment to Article III Section 2 of the by-laws adopted by the Board on
February 17, 1998 which provides that meetings of the Board of Directors may be
called by the Secretary, from time to time, at the direction and upon the
request of the President or any two members of the Board of Directors and that
notice of each meeting shall be given to each member of the Board of Directors
at his last known business or residence address at least 24 hours before the
meeting, either orally or in writing, delivered personally or by telephone or by
fax or by mail or by express delivery. The amendment was adopted by the Board to
provide flexibility to the Secretary in both the method of notice of meetings to
directors and the speed with which notice may be provided, so that the Board may
act in a timely manner on opportunities which may have a limited duration.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 6.
MANAGEMENT AND PRINCIPAL STOCKHOLDERS
Information relating to the Company's executive officers and directors,
the stock ownership of management and the Company's principal stockholders,
employment agreements between the Company and its management, compensation of
the named executives of the Company, certain relationships and related
transactions and compliance with Section 16(a) of the Securities and Exchange
Act of 1934 has been fully set forth in the Company's Form 10-KSB Annual Report
for 1997 which is being delivered to stockholders together with this proxy
statement, and that material is incorporated herein by reference.
APPOINTMENT OF INDEPENDENT AUDITOR
The firm of M.R. Weiser & Co. LLP, the Company's independent auditor for
the fiscal years ended December 31, 1995, 1996 and 1997, was selected by the
Board of Directors to act in the same capacity for the fiscal year ending
December 31, 1998. Neither the firm of M.R. Weiser & Co. LLP nor any of its
members has any relationship with the Company or any of its affiliates except in
the firm's capacity as the Company's Auditor.
Representatives of M.R. Weiser & Co. LLP are expected to be present at the
Annual Meeting and will have the opportunity to make statements if they so
desire and respond to appropriate questions from stockholders.
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STOCKHOLDER PROPOSALS
Proposals of the stockholders of the Company which are intended to be
presented by stockholders at the Company's 1999 Annual Meeting must be received
by the Company no later than December 31, 1998 to be included in the proxy
statement and form of proxy relating to the 1999 Annual Meeting.
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. If any other business should properly come before the Annual Meeting,
the persons named in the proxy intend to vote thereon in accordance with their
best judgment.
The Company's Annual Report on Form 10-KSB as filed with the Securities
and Exchange Commission for the fiscal year ended December 31, 1997 is being
sent with this Proxy Statement to all stockholders of record as of May 28, 1999.
Signature by order of the Board of Directors.
/s/ Jacob Rosenberg
-------------------------------
Jacob Rosenberg, Secretary
Dated: Brooklyn, New York
May 28, 1998
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NEW YORK HEALTH CARE, INC.
PROXY FOR NEW YORK HEALTH CARE, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned, a holder of record of shares of Common Stock, par value $.01
per share ("Common Stock") of New York Health Care, Inc. (the "Company"), hereby
revokes all prior proxies and appoints Jerry Braun and Jacob Rosenberg, or each
of them, proxies for the undersigned to vote all shares of Common Stock of the
Company which the undersigned would be entitled to vote at the Annual Meeting of
Shareholders and any adjournments, postponements or rescheduling thereof, and
instructs said proxies to vote as follows:
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, IF NO
SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS REFERRED TO
IN (1) THROUGH (7) BELOW PROVIDED YOU HAVE SIGNED THIS PROXY.
PLEASE INDICATE YOUR PROPOSAL SELECTION BY PLACING AN "X"
IN THE APPROPRIATE BOX.
1. To elect Jerry Braun, Jacob [ ] FOR [ ] AGAINST [ ] ABSTAIN
Rosenberg, Hirsch Chitrik, Sid
Bornstein, H. Gene Berger and
Charles J. Pendola as six directors
to serve until the next Annual
Meeting of Shareholders or until
their successors are elected and
qualify.
2. To approve an amendment to the New [ ] FOR [ ] AGAINST [ ] ABSTAIN
York Health Care, Inc. Performance
Incentive Plan (the "Stock Option
Plan") authorizing the reservation
of an additional 210,000 shares of
the Company's $.01 par value common
stock for issuance under the Stock
Option Plan for each of two
additional years (a total of 420,000
shares).
3. To approve the selection of M.R. [ ] FOR [ ] AGAINST [ ] ABSTAIN
Weiser & Co. LLP as the Company's
independent auditors for the fiscal
year ending December 31, 1998.
4. To ratify an amendment to Article [ ] FOR [ ] AGAINST [ ] ABSTAIN
III, Section 1 of the Company's
by-laws to eliminate the requirement
that all directors be shareholders
of the Company;
5. To ratify an amendment to Article [ ] FOR [ ] AGAINST [ ] ABSTAIN
III, Section 2 of the Company's
by-laws to provide that the minimum
number of directors of the Company
will be three and the maximum number
will be seven;
6. To ratify an amendment to Article [ ] FOR [ ] AGAINST [ ] ABSTAIN
III, Section 11 of the Company's
by-laws to provide that meetings of
the Company's Board of Directors may
be called by the Secretary of the
Company at the direction and upon
the request of the President or any
two members of the Board of
Directors, and to provide that
notice of each such meeting be given
to each member of the Board of
Directors at his last known business
or residence address at least 24
hours before the meeting either
orally or in writing, delivered
personally or by telephone or fax or
mail or express delivery; and
7. To transact such other business as [ ] FOR [ ] AGAINST [ ] ABSTAIN
may properly come before the meeting
or any other adjournment or
adjournments thereof.
<PAGE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING ON BEHALF OF THE UNDERSIGNED.
________________________________________
(Signature(s)
________________________________________
(Print name(s)signed above)
IF SIGNATURE IS BY A PERSON ACTING IN A
REPRESENTATIVE OR FIDUCIARY CAPACITY
(e.g. CORPORATE OFFICER OR TRUSTEE),
PLEASE PROVIDE TITLE
_______________________________
Date: _________________________
