<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/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 Section 240.14a-11(c) or Section
240.14a-12
MEDICAL RESOURCES MANAGEMENT, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
------------------------------------------------------------------------
<PAGE>
MEDICAL RESOURCES MANAGEMENT, INC.
_______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1998
________________
Notice is hereby given that the Annual Meeting of Shareholders of Medical
Resources Management, Inc., a Nevada corporation (the "Company"), will be
held at 932 Grand Central Avenue, Glendale, California, on Tuesday, May 12,
1998, at 10:00 a.m., Pacific Time, for the following purposes:
1. To elect four (4) directors for the following year and until
successors have been elected and qualified.
2. To consider and act upon a proposal to amend Article Four of the
Company's Articles of Incorporation to include Preferred Stock in its
authorized capital.
3. To act upon the ratification of the appointment of Ernst & Young, LLP
as the Company's independent accountants for the 1998 fiscal year.
4. To act upon such other matters as may properly come before the meeting
or any postponements or adjournments thereof.
Only shareholders of record at the close of business on March 18, 1998 shall
be entitled to notice of and to vote at the meeting or any postponements or
adjournments thereof. All shareholders are cordially invited to attend the
meeting in person.
By order of the Board of Directors
Michael Fewer
Secretary
March 20, 1998
Glendale, California
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF
COMMON STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
A RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR THAT PURPOSE.
<PAGE>
MEDICAL RESOURCES MANAGEMENT, INC.
_______________
PROXY STATEMENT
________________
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1998
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors and management of Medical Resources Management, Inc., a
Nevada corporation (the "Company"), of Proxies for use at the Annual Meeting
of Shareholders of the Company (the "Annual Meeting") to be held at 932 Grand
Central Avenue, Glendale, California, on Tuesday, May 12, 1998 at 10:00 a.m.,
Pacific Time, and at any and all postponements or adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders ("Notice of Meeting").
The Proxy Statement, Notice of Meeting and accompanying Proxy are first being
mailed to shareholders on or about March 20, 1998.
GENERAL INFORMATION
Only shareholders of record at the close of business on March 18, 1998 are
entitled to notice of and to vote the shares of common stock, $.001 par value
(the "Common Stock"), of the Company and held by them on such date at the
Annual Meeting or any and all postponements or adjournments thereof. As of
March 18, 1998, there were 7,385,927 shares of Common Stock outstanding.
Each share of Common Stock entitles a shareholder to one vote on each matter
to come before the Annual Meeting. If the accompanying Proxy is properly
signed and returned to the Company and not revoked, it will be voted in
accordance with the instructions contained therein. Unless contrary
instructions are given, the persons designated as proxy holders in the
accompanying Proxy will vote "FOR" the Board of Directors' slate of nominees
and "FOR" approval of the amendment to the Articles of Incorporation
authorizing Preferred Stock, "FOR" ratification of the appointment of Ernst &
Young, LLP as the Company's independent accountants for the 1998 fiscal year,
and as recommended by the Board of Directors with regard to any other matters
or, if no such recommendation is given, in their own discretion. Each such
Proxy granted by a shareholder may be revoked by such shareholder at any time
before it is exercised by filing with the secretary of the Company a revoking
instrument of a duly executed proxy bearing a later date. The powers of the
proxy holders will be suspended if the person executing the Proxy attends the
Annual Meeting in person and so requests. Attendance at the Annual Meeting
will not, in itself, constitute revocation of the Proxy.
The cost of soliciting these Proxies, consisting of the printing, handling,
and mailing of the Proxy and related material, and the actual expense
incurred by brokerage houses, custodians, nominees and fiduciaries in
forwarding proxy material to the beneficial owners of stock, will be paid by
the Company.
In order to assure a majority vote will be present in person or by proxy at
the Annual Meeting, it may be necessary for certain officers, directors,
regular employees and other representatives of Medical Resources Management,
Inc. to solicit proxies by telephone or telegraph or in person. These
persons will receive no extra compensation for their services.
<PAGE>
COMPLIANCE WITH SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and holders of 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 equity
securities of the Company. The Company became a reporting company subject to
Section 16(a) in July 1997. All Form 3's (initial reports) required to be
filed at that time were not timely filed. No stock transactions, either
sales or purchases, including the granting of options, were effected by any
officer, director or 10% shareholder between July 1997 and the date of this
Proxy Statement. The Company has implemented routine procedures designed to
periodically remind its officers, directors and 10% shareholders of the
filing requirements to ensure timely filings in the future.
ITEM 1
ELECTION OF DIRECTORS
At the Annual Meeting four (4) directors will be elected to serve until the
next Annual Meeting and until their successors are elected and qualified.
The Board of Directors will vote all proxies received by them in the
accompanying form for the nominees listed below. In the event any nominee is
unable to or declines to serve at the time of the Annual Meeting, the proxies
will be voted for an additional nominee who shall be designated by the
present Board of Directors to fill the vacancy. As of the date of this Proxy
Statement, the Board of Directors is not aware of any nominee who is unable
or will decline to serve as a director.
The following are the nominees for election as directors:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Allen H. Bonnifield 65 Chairman of the Board, President
and Chief Executive Officer
Gregory A. Bonnifield 34 Director and President of Physiologic
Reps, Inc.
Robert Stuckelman 66 Director
Stephen D. Coughlin 50 Director and President of Pulse
Medical Products, Inc.
</TABLE>
ALLEN H. BONNIFIELD. Mr. Bonnifield is the owner and founder of Medical
Resources Management, Inc. (previously Physiologic Reps, Inc.) He has been in
the medical equipment field for twenty-eight years. Mr. Bonnifield entered
the medical industry in 1968, selling patient monitoring systems to hospitals
in Southern California for a major manufacturer. He founded the Company in
1973. Mr. Bonnifield attended schools in Stockton, California and pursued
undergraduate studies in engineering at U.C. Berkeley.
GREGORY A. BONNIFIELD. Mr. Bonnifield became a director of the Company in
July 1996. He attended Delta College, majoring in business administration and
communications. He has also attended and been awarded training certificates
in laser safety in nursing and physician education courses in gynecology,
urology, dermatology, orthopedics involving surgical laser procedures. He
joined the Company in 1987. Prior to joining the Company, Mr. Bonnifield was
the founder and owner of a sales and service company in Stockton, California.
Mr. Bonnifield was appointed President of PRI, a wholly owned subsidiary of
the Company, in September 1997.
2
<PAGE>
ROBERT STUCKELMAN. Mr. Stuckelman became a director of the Company in July
1996. He founded and served as President of CompuMed, Inc., from 1973 to 1982
and from 1989 to 1994. He has been a director of CompuMed since its inception
to the present. From 1982 to 1989 and from 1994 until the present he has
been a business consultant to small companies and large corporations. He
holds an MSEE from USC and a BEE from Cornell University.
STEPHEN D. COUGHLIN. Mr. Coughlin was appointed to the Board of the Company
in March 1997, when the Company acquired Pulse Medical Products, Inc.
("Pulse"). Mr. Coughlin was the owner and founder of Pulse, a Boise, Idaho
medical services company that commenced operations in 1991 and currently
serves as its President. Previously, he served as Regional Manager for
Medirec, a health care services firm.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation during
the last three fiscal years of the Company's Chief Executive Officer and each
executive officer whose salary and bonus exceeded $100,000. No other
executive officers had an annual salary and bonus, if any, which exceeded
$100,000 for services in all capacities to the Company during the last fiscal
year.
<TABLE>
<CAPTION>
Long Term Compensation
Name and Annual Compensation Awards
Principal Positions Year Salary Bonus Securities Underlying Options
- ------------------- ---- ------------------- -----------------------------
<S> <C> <C> <C> <C>
Allen H. Bonnifield
Chairman of the Board
President and Chief
Executive Officer 1997 $130,000 -- 10,000
1996 127,222 -- --
1995 83,135 -- --
</TABLE>
STOCK OPTIONS
STOCK INCENTIVE PLAN
On September 11, 1996, the Company's Board of Directors approved a 1996 Stock
Incentive Plan (the "1996 Plan"), which was approved by the shareholders at
the previous Annual Meeting held on August 12, 1997. The purpose of the 1996
Plan is to enable the Company to recruit and retain selected officers and
other employees by providing equity participation in the Company to such
individuals. Under the 1996 Plan, regular salaried employees, including
directors, who are full time employees, may be granted options exercisable at
not less than 100 percent of the fair value of the shares at the date of
grant. The exercise price of any option granted to an optionee who owns
stock possessing more than ten percent of the voting power of all classes of
stock of the Company must be 110 percent of the fair market value of the
common stock on the date of grant, and the duration may not exceed five
years. Prior to the existence of any public market for the Company's shares,
the fair market value had been determined from time to time by the Board of
Directors.
Options generally become exercisable at a rate of 33 percent of the shares
subject to option one year after grant. The duration of options may not
exceed ten years. Options under the Plan are nonassignable, except in the
case of death and may be exercised only while the optionee is employed by the
Company, or in certain cases, within a specified period after termination of
employment (within three months) or death (within twelve months). The
purchase price and number of shares that may be purchased upon exercise of
options are subject to adjustment in certain cases, including stock splits,
recapitalizations and reorganizations. The number of options granted and to
whom, are determined by the Board of Directors with the recommendation of the
Stock Option Committee, at their discretion. Under the 1996 Plan, there are
1,500,000 shares available for grant. As of October 31, 1997, there were
839,500 qualified options granted and outstanding under the 1996 Plan.
3
<PAGE>
OTHER STOCK OPTIONS
In conjunction with the July 31, 1996 reorganization between MRM and PRI, in
exchange for options previously granted to purchase shares of PRI, two
officers received 81,804 options to purchase MRM Common Stock at an exercise
price of $.50 per share. Additionally, on June 30, 1997, the Company issued
non-qualified stock options to certain officers to purchase an aggregate of
315,000 shares of Common Stock at an exercise price of $1.50 per share, which
price was at fair market value at the time of grant. The Company also issued
non-qualified stock options to Robert Stuckelman, a non-employee Director of
MRM, on June 30, 1997, to purchase 10,000 shares of Common Stock at an
exercise price of $1.50 per share. These options generally have the same
restrictions, except for vesting provisions, as options granted under the
1996 Stock Incentive Plan. As of October 31, 1997, there were 406,804
non-qualified options granted and outstanding.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
QUALIFIED STOCK OPTIONS - EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Number of Average Exercise Expiration
Name Options (1) Price(2) Date
--------------------- ---------- ---------------- ----------
<S> <C> <C> <C>
Allen H. Bonnifield 10,000 $1.65 6/07
Gregory A. Bonnifield 180,000 $1.50 6/07
Michael Fewer 180,000 $1.50 6/07
Douglas Hansen 125,000 $1.50 2/07 to 6/07
All executive officers
as a group (4 persons) 495,000 $1.50
NON-QUALIFIED STOCK OPTIONS - EXECUTIVE OFFICERS
Number of Average Exercise Expiration
Name Options (3) Price (2) Date
--------------------- ---------- ---------------- ----------
Gregory A. Bonnifield 218,120 $1.28 1/06 to 6/07
Michael Fewer 178,684 $1.31 1/06 to 6/07
</TABLE>
_______________
(1) Options vest at the rate of 33% per year, with the first installment
vesting at the end of one year from the date of grant.
(2) The exercise price is 100% of the closing market price as reported on the
over-the-counter market on the date of grant.
(3) Options vest immediately upon grant.
4
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------
Value of Unexercised
Shares Number of Unexercised In-the-money Options at
Acquired on Value Options at Fiscal Year End Fiscal Year End (1)
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- -------- -------- -------------------------- -------------------------
<S> <C> <C> <C> <C>
Allen H. Bonnifield - - 0 / 10,000 - / -
Gregory Bonnifield - - 218,120 / 180,000 - / -
Robert Stuckelman - - 0 / 10,000 - / -
Michael Fewer - - 178,684 / 180,000 - / -
Douglas Hansen - - 8,333 / 116,667 - / -
</TABLE>
_____________
(1) Based upon the closing market price of the Company's Common Stock as
reported on the over-the-counter market on October 31, 1997 minus the
respective option exercise prices.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 31, 1997, in connection with a private placement, the Company
issued 86,400 Units to Allen Bonnifield, the Chairman of the Board and Chief
Executive Officer of the Company, in exchange for a cancellation of
indebtedness of the Company owed to him in the amount of $108,000. Each Unit
consisted of one share of Common Stock, one Class A warrant to purchase one
share of Common Stock at a price of $2.50 per share, and one Class B warrant
to purchase on share of Common Stock at a price of $4.00 per share. On April
24, 1997, the Company issued 116,440 Units in the above-mentioned private
placement to Susan Bonnifield, the wife of Allen Bonnifield, in exchange for
a cancellation of indebtedness of the Company owed to her in the amount of
$145,550. In both of these transactions, the Units were exchanged at a rate
of one Unit for each $1.25 of indebtedness forgiven. In addition, in January
1997, Mr. Bonnifield purchased 16,000 Units in the above-mentioned private
placement at a price of $1.25 per unit, or an aggregate of $20,000.
Robert Stuckelman, a member of the Company's Board of Directors, received
$48,000 from the Company in the form of a consulting fee during the fiscal
year ended October 31, 1997 as a result of having provided business and
marketing consulting services to the Company in connection with prior
acquisitions and certain other matters, and the Company may continue to
retain Mr. Stuckelman to render such business and marketing consulting
services to the Company in the future. The Company believes that the terms
of the consulting services provided were no less favorable to it than those
that could have been obtained in a comparable transactions with an unrelated
party. In addition, in January 1997, Mr. Stuckelman purchased 7,500 Units in
the above-mentioned private placement at a price of $1.25 per Unit, or an
aggregate of $10,000.
In January 1997, Gregory Bonnifield, an officer and director of the Company,
and Michael Fewer, an officer of the Company, each purchased 7,500 Units in
the above-mentioned private placement at a price of $1.25 per unit, or an
aggregate of $10,000.
5
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning ownership of the
Company's Common Stock as of March 18, 1998 by: (a) each director of the
Company; (b) each person known to the Company to be the beneficial owner of
more than five percent of its Common Stock; (c) each person named in the
Summary Compensation Table; and (d) all executive officers and directors of
the Company as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned(1) Percent of Class
- ------------------------------------ ---------------------------- ----------------
<S> <C> <C>
Allen H. Bonnifield(2)(3)(6) 2,377,449 28.83
Gregory A. Bonnifield(2)(3)(7) 401,878 4.85
Stephen D. Coughlin(4)(8) 300,800 3.63
Robert Stuckelman(2)(9) 130,018 1.57
Michael Fewer(2)(3)(10) 215,678 2.60
Douglas Hansen(2)(11) 8,333 0.10
P.R.I. Stock Account Trust(5) 2,403,989 29.03
All Officers and Directors
as a group (6 in number)(12) 3,434,156 41.59
</TABLE>
________________________________
(1) Except as indicated in other footnotes, no effect has been given to the
possible issuance of up to 1,131,080 shares issuable upon the exercise of
outstanding warrants and 1,325,304 shares issuable upon the exercise of
outstanding options.
(2) The address of each of these persons is 932 Grand Central Avenue, Glendale,
California 91201.
(3) Includes shares beneficially owned through the PRI Employee Stock Ownership
Trust.
(4) The address of this individual is 5449 Kendall Street, Boise, Idaho 83706.
(5) The address of the beneficial owner is 3706 Fourteen Mile Drive, Stockton,
California 95219. Susan Bonnifield is the beneficiary of the trust. Ms.
Bonnifield is the wife of Allen H. Bonnifield and the mother of Gregory A.
Bonnifield. Both Allen and Gregory Bonnifield disclaim any beneficial
interest these shares.
(6) Includes 2,063,182 shares held in two trusts, each of which Mr. Bonnifield
is the beneficiary. Includes 204,800 shares subject to warrants that may
be acquired within 60 days of March 18, 1998.
(7) Includes 15,000 shares subject to warrants and 218,120 shares subject to
options that may be acquired within 60 days of March 18, 1998.
(8) Includes 27,200 shares subject to warrants that may be acquired within 60
days of March 18, 1998.
(9) Includes 15,000 shares subject to warrants and 10,000 shares subject to
options that may be acquired within 60 days of March 18, 1998.
(10) Includes 178,684 shares subject to options that may be acquired within 60
days of March 18, 1998.
(11) Includes 8,333 shares subject to options that may be acquired within 60
days of March 18, 1998.
(12) Includes 509,880 shares subject to warrants and 425,137 shares subject to
options owned by six officers and directors that may be acquired within 60
days of March 18, 1998.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE
NOMINEES FOR THE BOARD.
6
<PAGE>
ITEM 2
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO AUTHORIZE PREFERRED STOCK
DESCRIPTION
The proposed Amendment to Article Four of the Company's Articles of
Incorporation authorizes the Company to issue up to 5,000,000 shares of $0.10
par value preferred stock. If this Amendment is adopted by the shareholders,
the Board of Directors will be empowered, without the necessity of further
action or authorization by the shareholders (unless required in a specific
case by applicable laws, regulations or stock exchange rules), to cause the
Company to issue preferred stock from time to time in one or more series, and
to fix by resolution the relative rights and preferences of each series.
Each series of preferred stock will rank senior to the Company's common stock
with respect to dividends and liquidation rights. No preferred stock is
presently authorized by the Company's Articles of Incorporation.
The Amendment will authorize the Board of Directors to determine, among other
things, with respect to each series of preferred stock which may be issued:
(i) the distinctive designation of such series and the number of shares
constituting such series, (ii) the rate of dividend, the times of payment and
the date from which the dividends shall be accumulated, (iii) whether shares
can be redeemed and, if so, the redemption price and the terms and conditions
of redemption, (iv) the amount payable upon shares in the event of voluntary
or involuntary liquidation, (v) purchase, retirement or sinking fund
provisions, if any, for the redemption or purchase of shares, (vi) the terms
and conditions, if any, on which shares may be converted, and (vii) whether
or not shares have voting rights and the extent of such voting rights, if
any. Holders of common stock have no pre-emptive right to purchase or
otherwise acquire any preferred stock that may be issued in the future. The
proposed Amendment will not change the number of shares of common stock
currently authorized (100,000,000 shares), of which 7,385,927 shares were
outstanding on March 18, 1998.
The text of Article Four as proposed to be amended is attached as EXHIBIT 1.
PURPOSES AND EFFECTS OF THE AMENDMENT
The Amendment will increase the Company's financial flexibility. The Board
believes that the complexity of modern business financing and acquisition
transactions requires greater flexibility in the Company's capital structure
than currently exists. Preferred stock will be available for issuance from
time to time as determined by the Board for any proper corporate purpose.
Such purposes could include, without limitation, issuance in public or
private sales for cash as a means of obtaining capital for use in the
Company's business and operations, issuance as part or all of the
consideration required to be paid by the Company for acquisitions of other
business or properties, and issuance under employee benefit plans. The
Company does not presently have any plans, agreements, understandings or
arrangements that will or could result in the issuance of any preferred stock.
It is not possible to state the actual effect of the authorization of the
preferred stock upon the rights of holders of common stock until the Board
determines the respective rights of the holders of one or more series of
preferred stock. The effects of such issuance could include, however: (i)
reduction of the amount otherwise available for payments of dividends on
common stock if dividends are payable on the preferred stock, (ii)
restrictions on dividends on common stock if dividends on the preferred stock
are in arrears, (iii) dilution of the voting power of common stock if the
preferred stock has voting rights, and (iv) restriction of the rights of
holders of common stock to share in the Company's assets upon liquidation
until satisfaction of any liquidation preference granted to the holders of
preferred stock.
Shares of voting or convertible preferred stock could be issued by private
placement or public offering, or rights to purchase such shares could be
issued, to create voting impediments to or to frustrate persons seeking to
effect a
7
<PAGE>
takeover or otherwise to gain control of the Company. The issuance of shares
of preferred stock could also increase the absolute cost of a merger or other
takeover transaction if the price to be paid in such transaction for such
additional shares pursuant to their terms or otherwise exceeds the
consideration received by the Company upon issuance of such shares.
Article Four could discourage an attempt by a person to acquire control of
the Company by a tender offer or other means. If could, therefore, deprive
shareholders of benefits that could result from such an attempt, such as the
realization of a premium over the market price of their shares in a tender
offer or the temporary increase in market price that such an attempt could
cause. Moreover, the issuance of voting preferred stock to persons friendly
to the Board of Directors could make it more difficult to remove incumbent
management and directors from office even if such change would be favorable
to shareholders generally.
The Board of Directors feels that the financial flexibility offered by the
Amendment far outweighs any of its disadvantages. To the extent it may have
anti-takeover effects, the Amendment may encourage persons seeking to acquire
the Company to negotiate directly with the Board, enabling the Board to
consider the proposed transaction in a nondisruptive atmosphere and to
discharge effectively its obligation to act on the proposed transaction in a
manner that best serves the shareholders' interests.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMEMDMENT AUTHORIZING
PREFERRED STOCK.
ITEM 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company has appointed Ernst & Young, LLP as the Company's independent
accountants for the fiscal year ending October 31, 1998. Ernst & Young, LLP
has served as the Company's independent accountants for its 1996 and 1997
audits.
Services provided to the Company and its subsidiaries by Ernst & Young, LLP
with respect to Fiscal 1996 and 1997 included the examination of the
Company's financial statements and consultations on various tax and
information services matters.
Ratification of the appointment of Ernst & Young, LLP as the Company's
independent accountants for the 1998 fiscal year will require the affirmative
vote of a majority of the shares of Common Stock represented in person or by
proxy and entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE 1998 FISCAL YEAR.
OTHER MATTERS
As of the date of this Proxy Statement, the Company knows of no business that
will be presented for consideration at the Annual Meeting other than that
which has been referred to above. As to other business, if any, that may
come before the Annual Meeting, it is intended that proxies in the enclosed
form will be voted in respect thereof in accordance with the judgement of the
person or persons voting the proxies.
The 1997 Annual Report to the Shareholders accompanies this Proxy Statement
but is not to be deemed a part of the proxy soliciting material.
8
<PAGE>
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
It is presently contemplated that the 1999 Annual Meeting of Shareholders
will be held in May 1999. Any proposal of a shareholder intended to be
presented at the Company's 1999 Annual Meeting of Shareholders must be
received by the Secretary of the Company, for inclusion in the Company's
proxy, notice of meeting and proxy statement relating to the 1999 Annual
Meeting, no later than the close of business on January 29, 1999.
By order of the Board of Directors
Michael Fewer
Secretary
March 20, 1998
SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.
9
<PAGE>
EXHIBIT 1
"ARTICLE FOUR
"The total number of shares which this corporation shall be authorized
to issue is: 105,000,000. Said shares shall be in two classes to be
designated Common Stock and Preferred Stock. The total number of Common
Stock authorized shall be 100,000,000, par value $.001; and the total number
of Preferred Stock shall be 5,000,000, par value $0.10.
"Each share of Common Stock issued and outstanding shall be entitled
to one vote on all matters. Dividends shall be declared and paid only out of
funds legally available therefor. Shares of such stock may be issued for
such consideration and for such corporate purposes as the Board of Directors
may from time to time determine. Fully paid stock of this corporation shall
not be liable to any further call or assessment.
"The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of
any series of Preferred Stock and to determine the designation of any such
series. The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges, and restrictions granted to or imposed upon
any wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, to
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to the issue
of shares of that series."
<PAGE>
PROXY MEDICAL RESOURCES MANAGEMENT, INC. PROXY
The undersigned hereby appoints Allen H. Bonnifield and Gregory A. Bonnifield,
or either of them, with power of substitution, as proxies, to appear and vote,
as designated below, all the shares of Common Stock of Medical Resources
Management, Inc., held of record by the undersigned on March 18, 1998, at the
Annual Meeting of Shareholders to be held on May 12, 1998, and any adjournments
or postponements thereof.
1. The election of four directors nominated by the Board of Directors:
____FOR ALL NOMINEES ____WITHOLD AUTHORITY
(for all nominees)
[To withold authority to vote for an individual nominee, strike through his/her
name below.]
Allen H. Bonnifield, Gregory A. Bonnifield, Robert Stuckelman and Stephen
D. Coughlin
2. Approval of the proposal to amend Article Four of the Articles of
Incorporation to include Preferred Stock in the authorized capital:
____FOR ____AGAINST ____ABSTAIN
3. Ratification of the appointment of Ernst & Young LLP as the Company's
independent accountants for the 1998 fiscal year:
____FOR ____AGAINST ____ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED.
IF NO DIRECTION IS INDICATED, THE PROXY WILL BE VOTED "FOR" EACH
OF THE ABOVE PROPOSALS.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, dated March 20, 1998, and hereby revokes any
Proxy heretofore given or executed by him/her with respect to the shares
represented by this Proxy.
Please sign exactly as name appears. Joint owners should each sign. Trustees
and others acting in a representative capacity should indicate in which capacity
they sign.
_______________________________ ___________________________
(Signature) (Signature)
_______________________________ ___________________________
(Please Print Name) (Please Print Name)
Dated: _________________, 1998
THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE AND RETURN THIS PROXY,
WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
