SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED BY A PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential For Use of the
Commission Only (as Permitted
by Rule 14a-6(e)(2))
|_ Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
NEW YORK HEALTH CARE, INC.
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(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
Rule 14a-6(I)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of the filing.
(1) Amount Previously Paid:
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(2) For, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NEW YORK HEALTH CARE, INC.
1850 MCDONALD AVENUE
BROOKLYN, NEW YORK 11223
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of New York Health Care, Inc.:
A Special Meeting of Shareholders of New York Health Care, Inc. (the
"Company") will be held at the offices of the Company, 1850 McDonald Avenue,
Brooklyn, New York 11223, on December 30, 1999 at 10:00 A.M., local time, for
the purpose of considering and voting upon the approval and adoption of the
following:
1. To approve an amendment to the Certificate of Incorporation (the
"Certificate") to effect a one-for-two reverse stock split of the
issued and outstanding shares of the Company's Common Stock at the
discretion of the Board of Directors;
2. To approve an amendment to the Certificate providing that
shareholder action requiring a vote may be taken without a
meeting upon written consent signed by the holders of outstanding
shares having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which
all shares entitled to vote on the action were present and voting;
3. To transact such other business as may properly come before the
meeting or any other adjournment or adjournments thereof.
Only holders of record of the Company at the close of business on December
3, 1999 will be entitled to notice of and to vote at the Special Meeting and any
adjournment or adjournments thereof.
By Order of the Board of Directors
/s/ Jacob Rosenberg
---------------------------------
Jacob Rosenberg, Secretary
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IMPORTANT
MANAGEMENT IS NOT SOLICITING PROXIES FROM SHAREHOLDERS FOR THE PURPOSE OF VOTING
AT THE SPECIAL MEETING BECAUSE IT BELIEVES THAT MORE THAN A MAJORITY OF THE
OUTSTANDING SHARES OF COMMON STOCK WILL BE PRESENT AT THE SPECIAL MEETING AND
WILL BE VOTING IN FAVOR OF THE ACTIONS BEING PROPOSED. YOU ARE WELCOME TO
ATTEND THE SPECIAL MEETING IN PERSON, OR BY PROXY, AS YOU MAY CHOOSE. ANY PROXY
YOU MAY GIVE TO ANOTHER PERSON MAY BE REVOKED BY YOU AT ANY TIME BEFORE IT HAS
BEEN VOTED.
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NEW YORK HEALTH CARE, INC.
1850 MCDONALD AVENUE
BROOKLYN, NEW YORK 11223
December 15, 1999
Dear Shareholders:
As President of New York Health Care, Inc. (the "Company"), I cordially
invite you to attend the Special Meeting of the Shareholders to be held on
December 30, 1999 at the offices of the Company, 1850 McDonald Avenue, Brooklyn,
New York, at 10:00 A.M. for the purpose of (i) approving an amendment to the
Certificate of Incorporation (the "Certificate") to effect a one-for-two reverse
stock split of the issued and outstanding shares of the Company's Common Stock
at the discretion of the Board of Directors; (ii) to approve an amendment to the
Certificate providing that shareholder action requiring a vote may be taken
without a meeting upon written consent signed by the holders of outstanding
shares having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote on the action were present and voting; and (iii) to conduct such other
business as may properly come before the Special Meeting and any adjournment or
adjournments thereof.
Management is not soliciting proxies from shareholders for this Special
Meeting because it believes that more than a majority of outstanding shares of
Common Stock will be present at this Special Meeting and will be voting in favor
of the proposals. You may attend the Special Meeting in person or by proxy.
Any proxy you give to another person may be revoked by you at any time before it
is voted.
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 MCDONALD AVENUE
BROOKLYN, NY 11223
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 30, 1999
INFORMATION STATEMENT
GENERAL INFORMATION
This Information Statement is furnished to stockholders of New York Health
Care, Inc., a New York corporation ("NYHC" or the "Company"), in connection with
the Special Meeting of Stockholders to be held on Thursday, December 30, 1999,
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 Special Meeting accompanying
this Information Statement. The Special Meeting will be held at the Company's
offices at 1850 McDonald Avenue, Brooklyn, New York 11223.
These materials are first being mailed on or about December 15, 1999 to all
stockholders entitled to vote at the Special Meeting.
NO PROXY SOLICITATION
Management is not soliciting proxies from shareholders for the purpose of
voting at the Special Meeting because it believes that more than a majority of
the outstanding shares of Common Stock will be present at the Special Meeting
and will be voting in favor of the actions being proposed. You are welcome to
attend the Special Meeting in person, or by proxy, as you may choose. Any proxy
you may give to another person may be revoked by you at any time before it has
been voted.
VOTING
Distribution of the Notice of Special Meeting and this Information
Statement 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 the materials regarding the
Special Meeting to beneficial owners of the Company's Common Stock.
Only stockholders of record at the close of business on December 3, 1999
are entitled to notice of and to vote at the Special Meeting. As of December 3,
1999, 3,688,230 shares of the Company's Common Stock were issued and
outstanding. On each matter to be considered at the Special Meeting,
stockholders will be entitled to cast one vote for each share held of record on
December 3, 1999. 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 Special Meeting. Each matter to
be submitted to a vote of the stockholders must receive an affirmative vote of
the majority of shares present, in person or represented by proxy, and entitled
to vote at the Special Meeting. The Company believes that abstentions should be
counted for purposes of determining whether a quorum is present at the Special
Meeting for the transaction of business and should also be counted in tabulating
votes cast on proposals presented to stockholders.
The shares represented by all valid proxies will be voted in accordance
with the specifications therein. Management believes that a majority of the
shares of Common Stock and Preferred Stock will be present at the Special
Meeting and will be voting in favor of the proposals for amendment of the
Certificate of Incorporation to authorize the 1-for-2 reverse stock split of the
Common Stock, as well as amendment of the Certificate to permit shareholder
action without a meeting upon the written consent of sufficient shares to take
such action. The Company does not presently know of any other business which
will be brought before the Special Meeting.
PROPOSAL 1:
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO EFFECT A 1-FOR-2 REVERSE STOCK SPLIT AT THE
DISCRETION OF THE BOARD OF DIRECTORS
The Company currently has 12,500,000 shares of authorized Common Stock and
2,000,000 shares of authorized Preferred Stock. As of the date of this
information statement, the Company has issued and outstanding a total of
3,688,230 shares of Common Stock and 480,000 shares of Class A Convertible
Preferred Stock, each share of which is convertible at any time into a share of
Common Stock.
If the reverse stock split is authorized by the stockholders, the Board of
Directors will have the discretion to implement it at any time until December
31, 2000, or to decline to implement it and have no reverse stock split at all.
The purpose of the reverse stock split is to increase the market value of
the Company's Common Stock and to maintain its listing on the Nasdaq Small Cap
Market, which requires a minimum price of $1.00 per share. The Board of
Directors intends to effect the reverse stock split only if it believes that a
decrease in the number of shares outstanding may improve the trading market for
the Common Stock. If the trading price of the Common Stock increases without a
reverse split, it may not be necessary to effect. If no reverse stock split is
effected by December 31, 2000, the Board's authority to effect a reverse stock
split will terminate.
The Board of Directors has approved the proposed discretionary reverse
stock split and will submit the proposal to the stockholders for approval at the
Special Meeting.
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VOTE REQUIRED
The affirmative vote of the majority of the outstanding shares of Common
Stock and Preferred Stock is required to approve the proposal.
EFFECT OF THE REVERSE STOCK SPLIT
Consummation of a reverse stock split will reduce the number of authorized
shares of Common Stock from 12,500,000 to 6,250,000. Voting rights and other
rights of stockholders will not be altered by an reverse stock split, except
where a small stockholder may own only a fractional interest after a reverse
stock split, in which event such a stockholder will be paid for the fractional
interest as set forth below and cease to be a stockholder. Consummation of a
reverse stock split will have no material federal tax consequences to
stockholders.
The Company's Common Stock is listed for trading on the Nasdaq SmallCap
Market. On the record date, December 3, 1999, the reported closing price of the
Common Stock was $.688 per share.
The Company has received a notice from the Nasdaq SmallCap Market that, by
reason of the fact that the Company's shares of Common Stock have had a closing
price of under $1.00 per share for 30 consecutive trading days, those shares
will be delisted on or after March 7, 2000, unless it maintains a closing price
of at least $1.00 per share for 10 consecutive trading days prior to that time.
A reverse stock split may be necessary in order for the trading price of the
Common Stock to attain the level required to maintain the listing of the Common
Stock on the Nasdaq SmallCap Market. A delisting of the Company's Common Stock
from the Nasdaq SmallCap Market may limit the effective marketability of the
Common Stock. Certain policies and practices within the securities industry
tend to discourage individual brokers from dealing in lower-priced stocks. The
brokerage commission on a purchase or sale of a lower-priced stock may also
represent a higher percentage of the price than a commission on a higher-priced
issue.
The Board of Directors believes that a decrease in the number of shares of
Common Stock outstanding may result in an increase in the trading price of those
shares to the level required for a Nasdaq SmallCap Market-listed security,
although no assurance can be given that the market price of the Common Stock
will rise in proportion to the reduction in the number of outstanding shares
resulting from any reverse stock split.
The par value of the Common Stock will remain at $.01 following any reverse
stock split, and the number of shares of Common Stock outstanding will be
reduced by 50%. As a consequence, the aggregate par value of the outstanding
Common Stock will be reduced, while the aggregate capital in excess of par value
attributable to the outstanding Common Stock for statutory and accounting
purposes will be correspondingly increased. The resolution approving the
reverse stock split provides that this increase in capital in excess of par
value will be treated as capital for statutory purposes.
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The conversion ratios of any of the Company's outstanding stock options and
securities having a conversion or redemption feature, such as the Class A
Convertible Preferred Stock (each share of which will then be convertible into
one-half share of Common Stock), will be correspondingly adjusted upon the
consummation of any reverse stock split.
The reverse stock split, if undertaken, will have the effect of reducing
the number of outstanding shares of Common Stock to 1,844,115. With the limited
exception of small stockholders who own only fractional share interests after a
reverse stock split, the proportionate ownership interests of stockholders will
not be affected by a reverse stock split. The Company believes that there are
no shareholders as of December 3, 1999 who would have only fractional share
interests after the reverse stock split.
At the Effective Date, each share of Common Stock issued and outstanding
immediately prior thereto (the "Old Common Stock") will be reclassified as and
changed into one-half share of the Company's Common Stock, par value $.01 (the
"New Common Stock"), subject to the treatment of fractional share interests as
described in this Information Statement. Shortly after the effective date, the
Company will send transmittal forms to the holders of Old Common Stock, to be
used in forwarding their certificates of Old Common Stock for surrender and
exchange for certificates representing whole shares of New Common Stock.
No certificates or scrip representing fractional share interests in the New
Common Stock will be issued and no such fractional share interests will entitle
the holder thereof to any rights as a stockholder of the Company. In lieu of
such fractional share interests, each holder of Old Common Stock who would
otherwise be entitled to receive a fractional share of New Common Stock will, at
the discretion of the Board, either be (i) paid cash by the Company upon
surrender of certificates representing Old Common Stock held by such holder in
an amount equal to the product of such fraction multiplied by the closing price
of the Old Common Stock on the Nasdaq SmallCap Market on the Effective Date or,
alternatively, (ii) the Company will make arrangements with, and provide
assistance to, a third party who shall pool fractional share interests, sell
them and return appropriate payment to the holders of fractional share interests
in the amount appropriate.
PROPOSAL 2:
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
PERMITTING SHAREHOLDER ACTION WITHOUT A MEETING
ON THE WRITTEN CONSENT OF THE HOLDERS OF
OUTSTANDING SHARES HAVING NOT LESS THAN
THE MINIMUM NUMBER OF VOTES WHICH WOULD BE
NECESSARY TO AUTHORIZE SUCH ACTION AT A MEETING.
The Board of Directors has approved a proposed amendment to the Company's
Certificate of Incorporation to permit shareholder action to be taken by a vote
on written consent signed by the holders of a sufficient number of outstanding
shares to constitute not less than the minimum number of votes which would be
necessary to authorize or take such action at a shareholders meeting at which
all shares entitled to vote were present and voted. The option of such an
amendment will enable the Company and its shareholders to take action more
promptly and less expensively than would be possible without such an amendment.
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The Board of Directors has approved this proposed amendment permitting
action upon the written consent of shareholders constituting not less than a
majority of all issued and outstanding shares and will submit the proposal to
the stockholders for approval at the Special Meeting.
VOTE REQUIRED
The affirmative vote of the majority of the outstanding shares of Common
Stock and Preferred Stock is required to approve the proposal.
EFFECT OF THE AMENDMENT
Adoption of the amendment will enable the Company's shareholders to take
action by not less than a majority vote without having to go to the time and
expense of calling a meeting or soliciting proxies, so long as a sufficient
number of shares are willing to agree to such action by written consent.
STOCKHOLDER PROPOSALS
Proposals of the stockholders of the Company which are intended to be
presented by stockholders at the Company's 2000 Annual Meeting must be received
by the Company no later than December 31, 1999 to be included in the proxy
statement and form of proxy relating to the 2000 Annual Meeting.
OTHER MATTERS
The Company knows of no other matters to be brought before the Special
Meeting. If any other business should properly come before the Special Meeting,
the persons named in the proxy intend to vote thereon in accordance with their
best judgment.
By Order of the Board of Directors.
/s/ Jacob Rosenberg
---------------------------------
Jacob Rosenberg, Secretary
Dated: Brooklyn, New York
December 15, 1999
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