<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN 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:
[ ] 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 Under Rule 14a-12
FINANTRA CAPITAL, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement If Other than 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:
(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:
(4) Date Filed:
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FINANTRA CAPITAL, INC.
150 SOUTH PINE ISLAND ROAD, SUITE 500
PLANTATION, FLORIDA 33324
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 1, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of FINANTRA CAPITAL, INC., a Delaware corporation ("Company"), will
be held at the Hyatt Regency Hotel, 50 Alhambra Plaza, Coral Gables, Florida
33134 on Friday, September 1, 2000, at 8:00 A.M., local time, for the following
purposes:
1. To elect eight directors to hold office until the next Annual
Meeting of Stockholders and until their respective successors have been
duly elected and qualified;
2. To ratify the appointment by the Company's Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent auditors for the
fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before the
Meeting and at all adjournments thereof.
The transfer books of the Company will not be closed for the Meeting. Only
stockholders of record, however, at the close of business on July 14, 2000 will
be entitled to notice of, and to vote at, the Meeting and at all adjournments
thereof.
YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT WHICH CONTAINS
INFORMATION RELEVANT TO THE ACTIONS TO BE TAKEN AT THE MEETING. IN ORDER TO
ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ADDRESSED, POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY
IF YOU SO DESIRE AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
/s/ ALYCE B. SCHREIBER
ALYCE B. SCHREIBER,
Executive Vice President and Secretary
July 27, 2000
<PAGE> 3
FINANTRA CAPITAL, INC.
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
ANNUAL MEETING
This Proxy Statement and the enclosed form of Proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
Finantra Capital, Inc., a Delaware corporation (the "Company"), to be used at
the Annual Meeting of Stockholders of the Company to be held at 8:00 A.M., local
time, on Friday, September 1, 2000, at the Hyatt Regency Hotel, 50 Alhambra
Plaza, Coral Gables, Florida 33134, and at all adjournments thereof (the
"Meeting"). The matters to be considered at the Meeting are set forth in the
attached Notice of Meeting.
The Company's executive offices are located at 150 South Pine Island Road,
Suite 500, Plantation, Florida 33324. On or about July 28, 2000, this Proxy
Statement, the enclosed form of Proxy, the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1999 ("Fiscal 1999"), as amended,
which contains Fiscal 1999 audited financial statements, and Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2000 were mailed to stockholders of
record of the Company as of the close of business on July 14, 2000. The Company
will furnish to any stockholder copies of any exhibits listed in the Forms
10-KSB or 10-QSB upon such stockholder's request and payment of a fee not
exceeding the reasonable expenses of furnishing such copies.
SOLICITATION AND REVOCATION
Proxies in the form enclosed are solicited by and on behalf of the Board of
Directors. The persons named in the Proxy have been designated as proxies by the
Board of Directors. Any Proxy given pursuant to such solicitation and received
in time for the Meeting will be voted as specified in such Proxy. If no
instructions are given, Proxies will be voted FOR the election of the nominees
listed below under the caption "Election Of Directors", FOR the ratification of
the appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors for the fiscal year ending December 31, 2000, and in the discretion of
the proxies named on the Proxy with respect to any other matters properly
brought before the Meeting and any adjournments thereof. In the unanticipated
event that any other matters are properly presented at the Meeting for action,
the persons named in the Proxy will vote the proxies in accordance with their
best judgment. Any Proxy given pursuant to this solicitation may be revoked by
the stockholder at any time before it is exercised by written notification
delivered to the Secretary of the Company, by voting in person at the Meeting or
by delivering another Proxy bearing a later date. Attendance by a stockholder at
the Meeting does not alone serve to revoke his or her Proxy.
QUORUM
The presence of the holders of a majority of the outstanding shares of
common stock, $.01 par value per share, of the Company (the "Common Stock")
represented in person or by Proxy at the Meeting, will constitute a quorum.
Shares represented by Proxies that are marked "abstain" and Proxies relating to
"street name" shares that are returned to the Company but marked by brokers as
"not voted" ("broker non-votes") will be treated as shares present for purposes
of determining the presence of a quorum on all matters unless authority to vote
is completely withheld on the Proxy.
RECORD DATE; OUTSTANDING SHARES
The Board of Directors has fixed the close of business on July 14, 2000 as
the record date for the determination of stockholders of the Company entitled to
receive notice of, and to vote at, the Meeting. At the close of business on July
14, 2000, an aggregate of 15,075,800 shares of Common Stock were issued and
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outstanding, each of which is entitled to one vote on each matter to be voted
upon at the Meeting. The Company's stockholders do not have cumulative voting
rights. The Company has no other class of voting securities entitled to vote at
the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 27, 2000,
based on information obtained from the persons named below, with respect to the
stock ownership of (i) each person or group known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, (ii) each
director of the Company, (iii) each executive officer of the Company and (iv)
all directors and executive officers of the Company as a group. As of July 27,
2000, there were issued and outstanding 15,075,800 shares of Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE OF
AMOUNT AND NATURE OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) SHARES OWNED
------------------------------------ ----------------------- -------------
<S> <C> <C>
Robert D. Press............................................ 4,069,992(2)(3) 29.94%
150 South Pine Island Road
Plantation, FL 33324
Charles Litt............................................... 204,500(4) 1.34%
150 South Pine Island Road
Plantation, FL 33324
Maynard J. Hellman......................................... 1,153,250(5) 7.31%
150 South Pine Island Road
Plantation, FL 33324
Alyce B. Schreiber......................................... 110,100(6) *
150 South Pine Island Road
Plantation, FL 33324
Evaldo F. Dupuy............................................ 65,000(7) *
3911 Riviera Drive
Coral Gables, FL 33134
Thomas W. Dwyer............................................ 51,240(8) *
1 Hathaway Drive
Princeton Junction, NJ 08550
Arthur J. Press............................................ 52,336(9) *
1268 Hemlock Farms
Hawley, PA 18428
Steve Beitler.............................................. 10,000 *
913 Woodlawn Road
Glenview, IL 60025
Vern E. Landeck............................................ -0-(10) -0-
150 South Pine Island Road
Plantation, FL 33324
Medley Group, Inc.......................................... 799,908(3) 5.31%
150 South Pine Island Road
Plantation, FL 33324
Herb Black................................................. 1,350,000 8.95%
46 Belvedere Place
Westmont, Quebec
CANADA H341G6
All directors and executive officers as a group (nine
persons)................................................. 5,716,418(10) 33.93%
</TABLE>
---------------
* Represents less than 1%.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this Proxy
Statement upon the exercise or conversion of options, warrants or other
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants or other convertible
securities that are held by such person (but not those held by
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any other person) and that are exercisable or convertible within 60 days
from the date of this Proxy Statement have been exercised or converted.
Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
(2) Includes 456,590 shares of Common Stock issuable upon the conversion of
2,136,844 shares of Series A Preferred Stock of the Company (the "Series A
Preferred Stock") owned by Mr. Press. Also includes (i) 9,500 shares of
Common Stock issuable upon the exercise of certain warrants that are
exercisable at any time on or prior to September 30, 2000 at $1.50 per
share, (ii) 25,000 shares of Common Stock issuable upon the exercise of
certain options that are exercisable at any time on or prior to December
31, 2003 at $3.30 per share, (iii) 42,500 shares of Common Stock issuable
upon the exercise of certain options that are exercisable at any time on or
prior to March 29, 2004 at $3.025 per share, (iv) 25,000 shares of Common
Stock issuable upon the exercise of certain options that are exercisable at
any time on or prior to April 3, 2004 at $3.23 per share, (v) 25,000 shares
of Common Stock issuable upon the exercise of certain options that are
exercisable at any time on or prior to July 1, 2004 at $5.115 per share,
(vi) 25,000 shares of Common Stock issuable upon the exercise of certain
options that are exercisable at any time on or prior to October 3, 2004 at
$4.13 per share and (vii) 25,000 shares of Common Stock issuable upon the
exercise of certain options that are exercisable at any time prior to
January 3, 2005, at $3.78 per share. Does not include an additional 25,000
shares of Common Stock issuable upon the exercise, after October 3, 2000,
but on or prior to April 3, 2005, of certain options at $5.37 per share and
25,000 shares of Common Stock issuable upon the exercise, after January 3,
2001, but on or prior to July 3, 2005, of certain options at $5.55 per
share. Pursuant to Mr. Press' employment agreement with the Company, up to
1,400,000 of these shares are subject to return and forfeiture at the rate
of 200,000 shares per year for each year, or portion thereof, commencing
January 1, 2000 and ending December 31, 2006, that Mr. Press fails to
remain in the employ of the Company as a result of his voluntary
termination or termination for cause. Robert D. Press is the son of Arthur
J. Press. Robert Press disclaims beneficial ownership over all shares of
Common Stock beneficially owned by Arthur J. Press.
(3) Mr. Press, the Chief Executive Officer and Chairman of the Board of the
Company, may be deemed to control Medley Group, Inc. As such, Mr. Press may
be deemed to own beneficially all Common Stock of the Company beneficially
owned by Medley Group, Inc.
(4) Includes 100,000 shares of Common Stock issuable upon the exercise of
certain options that are exercisable at any time on or prior to April 16,
2002 at $2.875 per share and 100,000 shares of Common Stock issuable upon
the exercise of certain options that are exercisable at any time on or
prior to December 31, 2002 at $3.31 per share.
(5) Includes 500,000 shares of Common Stock issuable upon the exercise of
certain warrants exercisable until December 31, 2002 at $2.50 per share,
(ii) 75,000 shares of Common Stock issuable upon the exercise of certain
options that are exercisable at any time on or prior to December 17, 2003
at $2.50 per share, (iii) 18,750 shares of Common Stock issuable upon the
exercise of certain options that are exercisable at any time on or prior to
January 1, 2004 at $3.00 per share, (iv) 25,000 shares of Common Stock
issuable upon the exercise of certain options that are exercisable at any
time on or prior to March 29, 2004 at $2.75 per share, (v) 18,750 shares of
Common Stock issuable upon the exercise of certain options that are
exercisable at any time on or prior to April 3, 2004 at $2.94 per share,
(vi) 18,750 shares of Common Stock issuable upon the exercise of certain
options that are exercisable at any time on or prior to July 1, 2004 at
$4.68 per share, (vii) 18,750 shares of Common Stock issuable upon the
exercise of certain options that are exercisable at any time on or prior to
October 3, 2004 at $3.75 per share and (viii) 18,750 shares of Common Stock
issuable upon the exercise of certain options that are exercisable at any
time on or prior to January 3, 2005, at $3.44 per share. Does not include
382,500 shares of Common Stock the Company is contractually obligated to
issue to Mr. Hellman in annual installments through 2003 arising out of Mr.
Hellman's sale to the Company of his interest in certain of the Company's
subsidiaries and a Florida based title insurance company, an additional
18,750 shares of Common Stock issuable upon the exercise, after October 3,
2000, but on or prior to April 3, 2005, of certain options at $4.88 per
share, or an additional 18,750 shares of Common Stock issuable
3
<PAGE> 6
upon the exercise, after January 3, 2001, but on or prior to July 3, 2005,
of certain options at $2.31 per share.
(6) Includes (i) 12,000 shares of Common Stock issuable upon the exercise of
certain options that are exercisable at any time on or prior to August 10,
2000 at $2.00 per share, (ii) 28,000 shares of Common Stock issuable upon
the exercise of certain options that are exercisable at any time on or
prior to November 16, 2000 at $2.00 per share, (iii) 12,500 shares of
Common Stock issuable upon the exercise of certain options that are
exercisable at any time on or prior to March 31, 2001 at $3.00 per share,
(iv) 12,500 shares of Common Stock issuable upon the exercise of certain
options that are exercisable at any time on or prior to June 30, 2001 at
$4.63 per share, (v) 12,500 shares of Common Stock issuable upon the
exercise of certain options that are exercisable at any time on or prior to
September 30, 2001 at $3.94 per share and (vi) 12,500 shares of Common
Stock issuable upon the exercise of certain options that are exercisable at
any time on or prior to December 30, 2001 at $2.938 per share. Does not
include 12,500 shares of Common Stock issuable upon the exercise, after
September 30, 2000, but on or prior to March 31, 2003, of certain options
at $5.00 per share or 12,500 shares of Common Stock issuable upon the
exercise, after December 30, 2000, but on or prior to June 30, 2003, of
certain options at $2.125 per share.
(7) Represents 50,000 shares of Common Stock issuable upon the exercise of
certain warrants that are exercisable at any time on or prior to June 8,
2001 at $1.25 per share, 10,000 shares of Common Stock issuable upon the
exercise of certain warrants that are exercisable at any time on or prior
to November 12, 2002 at $2.875 per share, 2,500 shares of Common Stock
issuable upon the exercise of certain warrants that are exercisable at any
time on or prior to March 31, 2003 at $5.00 per share and 2,500 shares of
Common Stock issuable upon the exercise of certain warrants that are
exercisable at any time on or prior to June 30, 2003 at $2.125 per share.
(8) Represents 36,240 shares of Common Stock issuable upon the conversion of
169,419 shares of Series A Preferred Stock owned by Mr. Dwyer, 10,000
shares of Common Stock issuable upon the exercise of certain warrants that
are exercisable at any time on or prior to November 12, 2002 at $2.875 per
share, 2,500 shares of Common Stock issuable upon the exercise of certain
warrants that are exercisable at any time on or prior to March 31, 2003 at
$5.00 per share and 2,500 shares of Common Stock issuable upon the exercise
of certain warrants that are exercisable at any time on or prior to June
30, 2003 at $2.125 per share.
(9) These shares are owned by an affiliate of Mr. Press. Includes 21,925 shares
of Common Stock issuable upon the conversion of 102,500 shares of Series A
Preferred Stock owned by an affiliate of Mr. Press, 10,000 shares of Common
Stock issuable upon the exercise of certain warrants that are exercisable
at any time on or prior to November 12, 2002 at $2.875 per share, 2,500
shares of Common Stock issuable upon the exercise of certain warrants that
are exercisable at any time on or prior to March 31, 2003 at $5.00 per
share and 2,500 shares of Common Stock issuable upon the exercise of
certain warrants that are exercisable at any time on or prior to June 30,
2003 at $2.125 per share. Arthur J. Press is the father of Robert D. Press.
Mr. Press disclaims beneficial ownership owner all shares of Common Stock
beneficially owned by Robert D. Press.
(10) Excludes 18,750 shares of Common Stock issuable upon the exercise, after
October 3, 2000, but on or prior to April 3, 2003, of certain options at
$4.88 per share and 18,750 shares of Common Stock issuable upon the
exercise, after January 3, 2001, but on or prior to July 3, 2003, of
certain options at $2.31 per share.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers and persons who beneficially own greater
than 10% of the Company's Common Stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock in the Company. Officers, directors and greater than 10%
stockholders are also required to furnish the Company with copies of all Section
16(a) reports they file. To the Company's knowledge, based solely on review of
the copies of such reports furnished to the Company and written representations
that no other reports were required during the Fiscal 1999, all Section 16(a)
filing requirements were complied with.
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PROPOSAL ONE: ELECTION OF DIRECTORS
The By-laws of the Company provide that the Board of Directors shall
determine the number of Directors. The Board has determined that the number of
Directors to be elected at the Meeting shall be eight. The persons listed below
have been designated by the Board as candidates for election as Directors to
serve until the next Annual Meeting of Stockholders and until their respective
successors have been duly elected and qualified. Such persons include all of the
executive officers of the Company, other than Mr. Vern Landeck, the Company's
Chief Financial Officer. Unless otherwise specified in the form of Proxy, the
Proxies solicited by management will be voted FOR the election of these
candidates. The nominees receiving the highest vote totals will be elected as
Directors of the Company. Accordingly, abstentions and broker non-votes will not
affect the outcome of the election for Directors of the Company. In case any of
these nominees become unavailable for election to the Board of Directors, an
event which is not anticipated, the persons named as Proxies, or their
substitutes, shall have full discretion and authority to vote or refrain from
voting for any other nominee in accordance with their judgment. The election of
Directors requires a plurality of those shares voted at the Meeting with respect
to the election of Directors. THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THESE NOMINEES AS DIRECTORS.
INFORMATION ABOUT THE NOMINEES
Robert D. Press, age 36, has served as Chairman of the Board of the Company
since August 1997 and as Chief Executive Officer and a Director of the Company
since its inception in September 1993. From September 1993 through May 1999, Mr.
Press also served as President of the Company. Mr. Press devotes all of his
business time and efforts to the affairs of the Company. From June 1990 to
August 1993, Mr. Press served as President of Premier Lease Concepts, Inc., the
Company's predecessor. In addition, from 1989 to 1997, Mr. Press served as
President of Performance Capital Management, Inc., a holding company controlled
in part by Mr. Press, which had interests in brokerage and investment
management, and since October 1992, as President of Medley Group, Inc., a
principal stockholder of the Company ("Medley Group"). Mr. Press also served,
from 1991 to July 1997, as a licensed registered representative of PCM
Securities Limited, L.P., an NASD registered broker-dealer. Mr. Press holds a
B.A. degree in Economics from Brandeis University. From 1984 to 1986, Mr. Press
worked as a full-time trading systems consultant to several major Wall Street
firms, including The Longview Group. In 1986, Mr. Press joined Chemical Bank,
N.A. ("Chemical Bank") as an internal consultant in trading and capital markets,
and later in 1986, Mr. Press joined in the formation of Chemical Bank's Interest
Rate Arbitrage trading group, of which Mr. Press became the principal trader
responsible for the global trading and investment decisions of a multi-billion
dollar portfolio. Mr. Press holds Series 7 and 63 professional securities
licenses. Mr. Press is the son of Arthur J. Press, a Director of the Company.
Charles Litt, age 56, has served as President and a Director of the Company
since May 1999. From 1996 to May 1999, Mr. Litt served as Vice President and
General Counsel for First Sierra Financial, Inc. ("First Sierra"), a publicly
held specialty finance company. Mr. Litt's responsibilities at First Sierra
included the negotiation of vendor program agreements and the structuring of
major leasing and finance transactions. From 1993 to 1996, Mr. Litt served as
President of Kinnard Capital Corporation, a subsidiary of Kinnard Investments, a
Minneapolis based investment company with broker dealer and financial focused
subsidiaries. Prior to 1993, Mr. Litt served in various positions for Banc One
Leasing Corporation.
Maynard J. Hellman, age 55, has served as a Director of the Company since
January 1997 and as General Counsel of the Company since January 1999. From
January 1988 to December 1998, Mr. Hellman served as managing partner of the
Coral Gables, Florida based law firm of Hellman & Mass. From 1983 until 1988,
Mr. Hellman was engaged in the private practice of law and prior thereto, Mr.
Hellman served as a partner in the Miami, Florida law firm of Gilbert,
Silverstein and Hellman. Mr. Hellman holds a J.D. degree from the University of
Miami School of Law and a B.B.A degree in Accounting from the University of
Miami School of Business Administration.
5
<PAGE> 8
Arthur J. Press, age 71, has served as a Director of the Company since
January 1998. Prior to his retirement in 1987, Mr. Press served as the Vice
President of Commercial Lending for Chemical Bank. Mr. Press is the father of
Robert D. Press, the Chairman of the Board and Chief Executive Officer of the
Company.
Evaldo F. Dupuy, age 55, has served as a Director of the Company since July
1998. Since 1989, Mr. Dupuy has served as a principal of Coast Partners
Securities, Inc., a boutique investment banking firm specializing in asset
backed and debt related facilities for its clients. Mr. Dupuy is a member of the
Florida Premium Finance Association, Florida Automobile Dealers Association,
Florida Mortgage Brokers Association and the Asset Based Lender Association.
Thomas W. Dwyer, age 40, has served as a Director of the Company since
March 1999. Since 1994, Mr. Dwyer has served as Vice President of Fuji Capital
Markets Corp., a derivatives trading house owned by Fuji Bank Tokyo. In
addition, since 1998, Mr. Dwyer has served as a director of Securities Arbitrage
Consulting Group, a Chicago based risk software company.
Alyce B. Schreiber, age 36, has served as a Director and Executive Vice
President of the Company since March 1999 and as Secretary of the Company since
November 1995. From November 1995 to February 1999, Ms. Schreiber also served as
Vice President of the Company. From June 1995 to October 1995, Ms. Schreiber
served as director of Club Operations for The Jockey Club, a Miami, Florida
resort. From December 1994 to May 1995, Ms. Schreiber worked in the business
development department of Sky Scientific, Inc., a publicly held entity with
subsidiaries in natural resources. From September 1991 to September 1994, Ms.
Schreiber served as Vice President and Secretary of the Company. Prior thereto,
Ms. Schreiber served as a tax specialist for Laventhol and Horwath, a certified
public accounting firm. Ms. Schreiber holds a J.D. degree from Cardozo School of
Law and a B.B.A. degree in Accounting from the Boston University School of
Management.
Steve Beitler, age 43, has served as a Director of the Company since July
2000. Since January 1999, Mr. Beitler has served as Executive Vice President and
Principal of TJM Capital Partners, LLC, a Chicago based specialized brokerage
firm co-founded by Mr. Beitler. Since May 1996, Mr. Beitler has also served as
Executive Vice President of TJM Institutional Services, LLC, a Chicago based
registered introducing broker co-founded by Mr. Beitler. From March 1990 to
April 1996, Mr. Beitler served as Senior Vice President of Prudential Securities
and Sales Manager of Prudential Securities' Euro-dollar desk. Mr. Beitler serves
as a Director on Stetson University's Accounting Board of Directors.
OTHER EXECUTIVE OFFICERS
Vern E. Landeck, age 42, has served as Chief Financial Officer of the
Company since April 2000. From July 1997 to March 2000, Mr. Landeck served as
Chief Financial Officer of Prime Capital Corporation, a NASDAQ company engaged
in the commercial specialty finance business. From May 1996 to June 1997, Mr.
Landeck served as Vice President and Treasurer of Prime Capital. From 1988 to
1996, Mr. Landeck served as President of Atlantic Capital Exchange, Inc., a
Chicago, Illinois and Fairfax, Virginia based equipment financing company
founded by Mr. Landeck.
DIRECTORS' FEES, BOARD MEETINGS AND COMMITTEES
The Company's Board has established Audit and Compensation Committees. The
Audit Committee meets with management to consider the adequacy of the internal
controls of the Company and the objectivity of the Company's financial
reporting. The Audit Committee also meets with the Company's independent
accountants and with appropriate Company financial personnel about these
matters. The Compensation Committee administers the Company's 1997 Stock Option
Plan (the "Option Plan") and makes recommendations to the Board of Directors
with respect to the compensation of management. The Audit and Compensation
Committees are comprised of Messrs. Hellman, Dupuy, Dwyer and Beitler.
The Board of Directors met or took written action by unanimous written
consent four times during Fiscal 1999. None of the then Directors of the Company
attended (or executed written consents at) less than 75% of
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such meetings. Each non-employee Director receives an annual fee of $7,500, paid
quarterly, $500 for each Board of Directors meeting attended, $300 for each
Audit and Compensation Committee meeting attended, and reimbursement of
reasonable expenses incurred in attending all such Board and Committee meetings.
In addition, each non-employee Director is issued, on a quarterly basis, three
year warrants to acquire 2,500 shares of the Company's Common Stock at the
closing sale price for shares of the Company's Common Stock on the date such
warrants are issued.
EXECUTIVE COMPENSATION
The following table summarizes, for the years indicated, all compensation
earned by or paid to the Company's Chief Executive Officer and to each of the
Company's other executive officers whose total remuneration exceeded $100,000
for Fiscal 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION(1) OPTIONS (#)
------------------------------ ------- -------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Robert D. Press............. 1999 $275,000 $402,500(2) -- 117,500
Chairman and Chief 1998 $225,000 $195,750(2) -- 25,000
Executive Officer 1997 $ 60,000 -- -- --
Charles Litt................ 1999(3) $156,250 -- $18,750(4) 200,000
President
Maynard J. Hellman.......... 1999(5) $180,000 -- -- 100,000
General Counsel
</TABLE>
---------------
(1) Other than the compensation described herein, the Company did not pay such
executive officer any fringe benefits, perquisites or other compensation in
excess of the lesser of $50,000 or 10% of such executive officer's salary
and bonus during the years indicated.
(2) Pursuant to Mr. Press' employment agreement with the Company, as amended,
Mr. Press was issued an aggregate of 160,000 shares and 120,000 shares of
the Company's Common Stock, respectively, during Fiscal 1999 and Fiscal
1998. The shares issued during Fiscal 1999 had an aggregate fair market
value, at their respective dates of issuance, of $342,500. The shares issued
during Fiscal 1998 had an aggregate fair market value, at their respective
dates of issuance, of $150,750.
(3) Mr. Litt joined the Company as its President in May 1999. Prior thereto, Mr.
Litt was not affiliated with the Company.
(4) Represents the aggregate amount of a monthly automobile and furnished
apartment allowance paid to Mr. Litt.
(5) Mr. Hellman began serving as General Counsel to the Company in January 1999.
Prior thereto, Mr. Hellman was a Director but not an executive officer or
employee of the Company.
7
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options granted
to the executive officers listed in the Summary Compensation Table above during
Fiscal 1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE PRICE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR(1) ($/SHARE) DATE
---- --------------- -------------- -------------- ----------
<S> <C> <C> <C> <C>
Robert D. Press............................. 42,500 7.8% 3.025 03/24/04
25,000 4.6% 3.230 04/01/04
25,000 4.6% 5.115 07/01/04
25,000 4.6% 4.130 10/01/04
Charles Litt................................ 100,000 18.4% 2.875 04/16/02
100,000 18.4% 3.310 12/31/02
Maynard J. Hellman.......................... 18,750 3.4% 3.000 01/01/04
25,000 4.6% 2.750 03/29/04
18,750 3.4% 2.940 04/01/04
18,750 3.4% 4.680 07/01/04
18,750 3.4% 3.750 10/01/04
</TABLE>
---------------
(1) Based on options to purchase an aggregate of 543,500 shares of Common Stock
granted during Fiscal 1999 under the Company's Option Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- -------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert D. Press............ -- -- 92,500/50,000 $306,175/-
Charles Litt............... -- -- 100,000/100,000 $331,000/$331,000
Maynard J. Hellman......... -- -- 137,000/37,500 $455,125/-
</TABLE>
---------------
(1) Assumes a per share fair market value equal to $3.31, the last reported sale
price for shares of the Company's Common Stock in the over-the-counter
market on December 31, 1999.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with each of Messrs. R. Press, Litt,
Hellman and Landeck and Ms. Schreiber. The Company is not a party to any other
employment agreements.
Pursuant to Mr. Press' employment agreement with the Company, as amended,
Mr. Press has agreed to serve as Chairman of the Board and Chief Executive
Officer of the Company. This employment agreement expires on December 31, 2006
(subject to earlier termination for cause). Mr. Press' employment agreement
further provides for Mr. Press to be paid an annual salary of $350,000 per annum
beginning January 1, 2000, with such annual salary increasing 10% per annum
thereafter. In addition, Mr. Press is entitled to receive a minimum cash bonus
of $75,000 for Fiscal 2000. Mr. Press is also entitled to receive 50,000 shares
of Common Stock following the close of each calendar quarter during Fiscal 2000
and 25,000 shares of Common Stock following the close of each calendar quarter
thereafter. Mr. Press' employment agreement also provides for the annual grant
to him of 100,000 incentive stock options under the Company's Option Plan. These
options have and shall have a six month vesting period and are and will be
exercisable over the five year period following their grant at a price equal to
110% of the fair market value for shares of the Company's Common
8
<PAGE> 11
Stock on the date of grant. In addition, Mr. Press' employment agreement
provided for the Company's issuance to him, during January 2000, of 1,400,000
shares of Common Stock (such shares being subject to return and forfeiture at
the rate of 200,000 shares per year for each year, or portion thereof,
commencing January 1, 2000 and ending December 31, 2006, that Mr. Press fails to
remain in the employ of the Company as a result of his voluntary termination or
termination for cause). Moreover, Mr. Press' employment agreement requires the
Company, during the term of Mr. Press' employment, to distribute to Mr. Press 5%
of the gross value of all mergers and acquisitions completed by the Company
after December 15, 1999, such sum being paid in shares of the Company's Common
Stock based upon the average bid price for shares of the Company's Common Stock
during the ten consecutive trading days prior to the closing of the merger or
acquisition. Subject to eligibility requirements, Mr. Press is entitled to
participate in all medical, stock option, pension and other benefit plans that
the Company may establish from time to time for its senior management generally.
Mr. Press' employment agreement is terminable by the Company for cause (i.e.,
conviction of a felony, willful misconduct, dishonesty or material breach of the
agreement) at any time or in the event that Mr. Press becomes disabled and, as a
result, is unable to perform his duties under his employment agreement for more
than 60 consecutive days or for more than 90 days during any 12-month period.
Pursuant to Mr. Litt's employment agreement with the Company, Mr. Litt has
agreed to serve as President of the Company. This employment agreement expires
on May 16, 2004 (subject to earlier termination for cause or disability). Mr.
Litt shall be paid an annual salary under this agreement of $250,000. Mr. Litt
was granted 100,000 stock options in connection with the execution of his
employment agreement and, pursuant to his employment agreement, shall be granted
an additional 100,000 stock options on each December 31 during the term of the
agreement. All such options have and shall have a six month vesting period, an
exercise period of 36 months following their date of grant and an exercise price
equal to the fair market value for shares of the Company's Common Stock on their
date of grant less the maximum allowable discount which will not create income
to Mr. Litt or an expense to the Company. In addition, the Company provides Mr.
Litt with a furnished apartment and an automobile during the term of his
employment. Mr. Litt may nonetheless terminate his affiliation with the Company
and continue to receive benefits and compensation under his employment agreement
for the lesser of 24 months following his termination of employment or the
remaining term under his employment agreement if the Company is convicted of a
felony within which Mr. Litt had no knowledge or complicity, or an officer,
Director or employee of the Company is convicted of a felony and the Company,
notwithstanding Mr. Litt's request, refuses to discharge such person, or the
Company requires Mr. Litt to relocate his residence from Atlanta, Georgia to
South Florida. Subject to eligibility requirements, Mr. Litt is entitled to
participate in all medical, stock option, pension and other benefit plans the
Company may establish from time to time for its senior management generally. Mr.
Litt has agreed, generally, not to compete with the Company during the term of
his employment and for the 18-month period immediately thereafter.
Pursuant to Mr. Hellman's employment agreement with the Company, as
amended, Mr. Hellman has agreed to serve as General Counsel to the Company,
giving and rendering legal services. This employment agreement expires on
December 31, 2004, subject to (i) automatic annual extensions unless written
notice of expiration is provided by Mr. Hellman or the Company and (ii) earlier
termination for cause or disability. Mr. Hellman's salary for Fiscal 1999 under
this agreement was $180,000. Commencing with Fiscal 2000, Mr. Hellman's salary
increases annually by the lesser of the then cost of living increase, if any, or
5%. Mr. Hellman was granted 75,000 incentive stock options in connection with
the execution of his employment agreement and, pursuant to his employment
agreement, shall be granted an aggregate of 75,000 incentive stock options
during each year of his employment agreement. All such incentive stock options
have and shall have a six month vesting period and are and will be exercisable
over the five year period following their grant at a price equal to the fair
market value for shares of the Company's Common Stock at the date of grant. In
addition, Mr. Hellman's employment agreement requires the Company, during the
term of Mr. Hellman's employment, to distribute to Mr. Hellman 2.5% of the gross
value of all mergers and acquisitions completed by the Company after December
16, 1999, such sum being paid in shares of the Company's Common Stock based upon
the average bid price for shares of the Company's Common Stock during the ten
consecutive trading days prior to the closing of the merger or acquisition.
Subject to eligibility requirements, Mr. Hellman
9
<PAGE> 12
is entitled to participate in all medical, stock option, pension and other
benefit plans the Company may establish from time to time for its senior
management generally.
Pursuant to Ms. Schreiber's employment agreement with the Company, Ms.
Schreiber has agreed to serve as Executive Vice President of the Company. This
employment agreement expires on December 31, 2002 (subject to earlier
termination for cause or disability). Ms. Schreiber's annual salary for Fiscal
1999 under this agreement was $85,000, and such salary increases annually by
$5,000 increments during the term of her employment agreement. Ms. Schreiber's
employment agreement further provides that she will be granted an aggregate of
50,000 incentive stock options during each year of her employment agreement. All
such incentive stock options have and shall have a six month vesting period and
are and will be exercisable over the five year period following their grant at a
price equal to the fair market value for shares of the Company's Common Stock at
the date of grant. Subject to eligibility requirements, Ms. Schreiber is
entitled to participate in all medical, stock option, pension and other benefit
plans the Company may establish from time to time for its senior management
generally. Ms. Schreiber has agreed, generally, not to compete with the Company
during the term of her employment and for the 18-month period immediately
thereafter.
Pursuant to Mr. Landeck's employment agreement with the Company, Mr.
Landeck has agreed to serve as Chief Financial Officer of the Company. This
employment agreement expires on March 31, 2003 (subject to earlier termination
for cause or disability). Mr. Landeck's annual salary under this agreement is
$175,000. In addition, Mr. Landeck is eligible to participate in an Executive
Bonus Pool to be established by the Company during Fiscal 2000. Mr. Landeck's
employment agreement further provides that he will be granted an aggregate of
75,000 incentive stock options during each year of his employment agreement. All
such incentive stock options have and shall have a six month vesting period and
are and will be exercisable over the three year period following their grant at
a price equal to the fair market value for shares of the Company's Common Stock
at the date of grant. Subject to eligibility requirements, Mr. Landeck is
entitled to participate in all medical, stock option, pension and other benefit
plans the Company may establish from time to time for its senior management
generally. Mr. Landeck has agreed, generally, not to compete with the Company
during the term of his employment and for the 24 month period immediately
thereafter.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In December 1996, the Company sold Maynard Hellman, General Counsel and a
Director of the Company, in consideration for $100,000, warrants to purchase up
to 1,000,000 shares of Common Stock of the Company (the "1996 Warrants"). The
1996 Warrants were exercisable until July 22, 2002 at an exercise price of $5.00
per share. In October 1998, Mr. Hellman provided the Company with a $150,000
bridge loan which has been repaid in its entirety. In connection with this
bridge loan, the Company and Mr. Hellman agreed to terminate the 1996 Warrants
and the Company issued Mr. Hellman warrants to purchase, at anytime through
December 2002, up to 500,000 shares of Common Stock at an exercise price of
$2.50 per share.
In connection with the consummation of the Company's initial public
offering of securities during January 1998 (the "IPO"), the Company issued
15,000 shares of Common Stock to Mr. Robert Press, Chairman of the Board and
Chief Executive Officer of the Company, in satisfaction of certain redemption
obligations of the Company owing to him with respect to 15,000 other shares of
Common Stock. These shares of Common Stock were originally transferred and
assigned by Medley Group to Mr. Press in January 1996 in consideration for
services performed by Mr. Press on behalf of the Company . Also, in connection
with the IPO, the Company issued Mr. Press and an affiliate of Mr. Arthur J.
Press, a Director of the Company, approximately 13,740, and 2,880 shares of
Common Stock, respectively, in satisfaction of approximately $75,590, and
$15,860 of declared but unpaid dividends owing them with respect to shares of
the Company Series A Preferred Stock.
During the second quarter of 1998, the Company provided Medley Group a
financial accommodation in consideration for $150,000 per annum. This fee is
payable each year the Company continues to extend such financial accommodation.
Specifically, the Company posted a $1.475 million standby letter of credit on
behalf of Medley Group. This letter of credit was posted for the purpose of
securing the performance of certain equipment leases sold by Medley Group to an
unrelated party. The Company's financial exposure under this
10
<PAGE> 13
letter of credit has been collateralized by the pledge by Medley Group to the
Company of 750,000 shares of the Company's Common Stock owned by Medley Group,
which Common Stock, for purposes of the pledge, has an agreed upon value of
$2.50 per share.
During December 1998, the Company agreed to forgive an outstanding loan in
the then outstanding amount of $68,000 made to Mr. Robert Press at the rate of
20% per year beginning during Fiscal 1999.
On December 31, 1999, the Company entered into an agreement with Medley
Group pursuant to which, among other things, the manner in which the then
$663,089.24 outstanding intercompany debt owing to the Company by Medley Group
was scheduled for repayment. Specifically, Medley Group paid the Company $50,000
upon the execution of such agreement and agreed to pay the Company the remaining
balance by December 31, 2004.
During January 1999, the Company, through its Ameri-Cap Mortgage Group,
Inc. subsidiary ("Ameri-Cap Mortgage") acquired from Mr. Maynard Hellman, 80% of
the outstanding capital stock of Suncoast Title Company, Inc., a Florida title
insurance company ("Suncoast"), for 50,000 shares of the Company's Common Stock.
The Company has agreed to acquire the remaining outstanding capital stock of
Suncoast from Mr. Hellman through 2003 for an aggregate of 50,000 additional
shares of Common Stock.
During February 1999, the Company, through its Ameri-Cap Factors Group,
Inc. subsidiary ("Ameri-Cap Factors"), acquired from Mr. Hellman .6% of the
outstanding capital stock of Ameri-Med Financial Services, Inc., a Florida
medical receivable financing business ("Ameri-Med Financial"), for 140,000
shares of Common Stock. Ameri-Cap Factors previously owned 80% of the
outstanding capital stock of Ameri-Med Financial. The Company has agreed,
beginning in February 2000, and in February of each year thereafter through
2004, to acquire an additional .6% of the capital stock of Ameri-Med Financial
owned by Mr. Hellman for 35,000 additional shares of Common Stock.
During February 1999, the Company acquired from Mr. Hellman the right to
exchange Mr. Hellman's 7% interest in Ameri-Cap Mortgage for 400,000 shares of
Common Stock. The Company has agreed to exchange 1.4% of Mr. Hellman's interest
in Ameri-Cap Mortgage annually, beginning in February 2000, for 80,000 shares of
Common Stock.
Except as set forth above or in the Executive Compensation section of this
Proxy Statement, during the last two fiscal years of the Company, there has not
been any transaction or series of transactions to which the Company was or is a
party in which the amount involved exceeded or exceeds $60,000 and in which any
Director, executive officer, holder of more than 5% of the Company's Common
Stock or any member of the immediate family of any of the foregoing persons had
or will have a direct or indirect material interest.
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed PricewaterhouseCoopers
LLP, independent auditors, as the Company's independent auditors for the fiscal
year ending December 31, 2000. No determination has been made as to what action
the Company's Board of Directors would take if stockholders do not ratify the
appointment.
PricewaterhouseCoopers LLP has conducted the audit of the financial
statements of the Company and its subsidiaries for the year ended December 31,
1999. Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Meeting, will be given an opportunity to make a statement if they desire
to do so, and will be available to answer appropriate questions from
stockholders.
Effective January 24, 2000, the Company engaged PricewaterhouseCoopers LLP
as its principal accountants replacing its former principal accountants,
Daszkal, Bolton, Manela, Devlin & Co. The decision to change accountants was
approved by the Audit Committee of the Company. Neither of the reports of the
former principal accountants on the financial statements of the Company for the
past two years contained an adverse opinion or disclaimer of opinion, nor was
either qualified or modified as to uncertainty, audit scope, or accounting
principles. In addition, during the two most recent fiscal years of the Company
and the subsequent interim period through January 24, 2000, there were no
disagreements with the former accountants on any
11
<PAGE> 14
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountants, would have caused them to make reference
to the subject matter of the disagreements in connection with their report.
During the Company's two most recent fiscal years and the subsequent interim
period, the Company did not consult PricewaterhouseCoopers LLP regarding any
matter requiring disclosure under Regulation S-B, Item 304(a)(2), adopted by the
Securities and Exchange Commission (the "SEC"). Daszkal, Bolton, Manela, Devlin
& Co. have furnished the SEC with a letter stating that it agrees with the above
statements.
The affirmative vote of a majority of all votes cast at the Meeting is
required to ratify the appointment. Abstentions and brokers non-votes will not
constitute or be counted as "votes" cast for purposes of the Meeting. All
proxies will be voted FOR ratification of the appointment unless a stockholder
specifies to the contrary on such stockholder's Proxy card. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2000.
SOLICITATION OF PROXIES
The solicitation of Proxies in the enclosed form is made on behalf of the
Company and the cost of this solicitation is being paid by the Company. In
addition to the use of the mails, Proxies may be solicited personally or by
telephone or telegraph using the services of Directors, officers and regular
employees of the Company at nominal cost. Banks, brokerage firms and other
custodians, nominees and fiduciaries will be reimbursed by the Company for
expenses incurred in sending proxy material to beneficial owners of the
Company's Common Stock.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the annual meeting
for the 2000 fiscal year must be received at the Company's offices by March 21,
2001 for inclusion in the proxy materials relating to such meeting.
Action may be taken on the business to be transacted at the Meeting on the
date provided in the Notice of Meeting and on any date or dates to which an
original or later adjournment of such Meeting may be adjourned. As of the date
of this Proxy Statement, management does to know of any other matters to be
presented at the Meeting. If, however, other matters properly come before the
Meeting, whether on the original date provided in the Notice of Meeting or any
dates to which any original or later adjournment of such Meeting may be
adjourned, it is intended that the holders of the proxy will vote in accordance
with their best judgment. Any such matter properly coming before the Meeting
will be decided by a majority of the votes cast with respect to such matter.
Abstentions and broker non-votes are not considered as cast and, accordingly,
will have no effect on the vote with respect to such matter.
By Order of the Board of Directors
Dated: July 27, 2000
12
<PAGE> 15
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE USING
DARK INK ONLY.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the following Directors: Robert D. Press, Charles Litt, Maynard FOR WITHHELD
J. Hellman, Alyce B. Schreiber, Evaldo F. Dupuy, Thomas W. Dwyer, Arthur [ ] [ ]
D. Press and Steven Beitler
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided)
-----------------------------------------------------------------------------
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's FOR AGAINST ABSTAIN
independent auditors for the year ending December 31. 2000. [ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may come before the meeting and at all adjournments thereof.
SIGNATURE(S) DATE: , 2000
--------------------------------------------------------------------- -----------------
PLEASE SIGN EXACTLY AS NAME APPEARS ABOVE. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
</TABLE>
FINANTRA CAPITAL, INC.
Solicited by The Board of Directors for the Annual Meeting of Stockholders to
be held on September 1, 2000
PROXY
The undersigned stockholder(s) of FINANTRA CAPITAL, INC., a Delaware
corporation (the "Company"), hereby appoint(s) Robert D. Press and Maynard J.
Hellman, with full power of substitution and to act without the other, as the
agents, attorneys and proxies of the undersigned, to vote the shares of Common
Stock, $.01 par value per share, of the Company standing in the name of the
undersigned at the Annual Meeting of Stockholders of the Company to be held on
Friday, September 1, 2000 and at all adjournments thereof. This Proxy will be
voted in accordance with the instructions given on the reverse side. If no
instructions are given, this proxy will be voted FOR the election as a Director
of each of the nominees set forth on the reverse side and FOR the ratification
of the appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors for the year ending December 31, 2000.
