UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 Pursuant to ss.ss 240.14a-12
Health Express USA, Inc.
-------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(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)(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 previously paid 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>
Health Express USA, Inc.
275 Commercial Blvd., Suite 260
Fort Lauderdale, Florida 33308
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2000 Annual Meeting of Shareholders of Health Express USA, Inc. a
Florida Corporation (the "Company") will be held on June 6, 2000 at 6:30 A.M.,
local time, at 1538 East Commercial Blvd., Fort Lauderdale, Fla. 33334, for the
following purposes:
1. To elect three (3) directors to serve until the next annual meeting of
shareholders or until their successors are elected and qualified;
2. To ratify the selection by the Board of Directors of Ahearn Jasco +
Company as independent auditors of the Company for the year ended
December 31, 2000.
3. To consider and act upon any other matters that may properly come
before the meeting or any adjournment thereof.
Only holders of record of the common stock of the Company at the close of
business on May 4, 2000 will be entitled to receive notice of and to vote at the
meeting.
Whether or not you plan to attend the meeting in person, you are requested
to complete and return the enclosed proxy in the accompanying envelope. If you
later decide to revoke your proxy, you may do so at any time before it is
exercised.
By Order of the Board of Directors
/s/ Douglas Baker
---------------------------------
Douglas Baker, Chairman of the Board
<PAGE>
Health Express USA, Inc.
275 Commercial Blvd., Suite 260
Fort Lauderdale, Florida 33308
Proxy Statement
This proxy statement is furnished pursuant to and in connection with the
solicitation of the enclosed proxy by the Board of Directors of Health Express
USA, Inc. (the "Company") for use at the 2000 Annual Meeting of Shareholders to
be held on Tuesday, June 6, 2000 at 6:30 A.M. at 1538 East Commercial Boulevard,
Fort Lauderdale, Florida 33334, and at any adjournments thereof. Shareholders
who sign and return a proxy may revoke it at any time before it is voted by
giving written notice to the Secretary of the Company. This proxy statement and
the enclosed proxy card are being mailed to shareholders commencing on or about
May 8, 2000.
Proxies that are completed, signed and returned to the Company prior to the
Annual Meeting will be voted as specified. If no direction is given, the proxy
will be voted for the election of the nominees for director as named in this
proxy statement and for the management proposals discussed therein and in
accordance with the judgment of the persons named in the proxy as to any other
matters that properly come before the meeting. If a shareholder abstains from
voting as to any matter (or indicates a "withhold vote for" as to directors),
then the shares held by such shareholder shall be deemed present at the Annual
Meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. If a broker returns a "no-vote" proxy, indicating a lack
of authority to vote on such matter, then the shares covered by such non-vote
shall be deemed present at the Annual Meeting for purposes of determining a
quorum but shall not be deemed to be represented at the Annual Meeting for
purposes of calculating the vote with respect to such matters.
A copy of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999, including financial statements, is being mailed
simultaneously with the Proxy Statement to all shareholders entitled to vote at
the Annual Meeting.
PROPOSAL 1 - ELECTION OF DIRECTORS
Three directors have been nominated for election to the Company's Board of
Directors at the 2000 Annual Meeting of Shareholders to hold office for a term
of one year and until their successors are duly elected and qualified (except in
the case of earlier death, resignation or removal). The accompanying proxy is
intended to be voted for the election of nominees for director named below,
unless authority to vote for one or more nominees is withheld as specified on
the proxy card. The affirmative vote of a majority of the shares of common stock
of the Company (the "Common Stock") represented at the Annual Meeting is
required for the election of each director, and cumulative voting is not
permitted. In the event that any nominee becomes unable or unwilling to serve as
director for any reason, the persons named in the enclosed proxy will vote for a
substitute nominee in accordance with their best judgment. The Board of
Directors has no reason to believe that any nominees will be unable or unwilling
to serve as director if elected.
A brief listing of the principal occupation, other major affiliations and
age of each nominee and each director follows:
Douglas Baker
Mr. Baker, 38, is a founder of the Company and has served as Chief
Executive Officer, Chairman of the Board and Director since the Company's
inception in1998. Mr. Baker has more than 10 years of sales experience in the
competitive financial service industry. He has been actively involved in the
financial public relations industry since 1994. He has been a licensed
stockbroker, 220 insurance agent and mortgage broker. From 1994 to 1998 he was
Vice President and co-owner with Marco D'Alonzo, the other director nominee, of
First Equity Group, Inc. a financial public relations company, where he was in
charge of company operations including cash flow management, budgeting, public
relations and human resources. From 1992 to 1993 he was an insurance manager
with Aachen Insurance Company and from 1986 to 1991 he was a stockbroker for
various South Florida brokerage firms.
<PAGE>
Marco D'Alonzo
Mr. D'Alonzo, 35, is a founder of the Company and has served as Chief
Operating Officer and Director since the Company's inception in 1998. Mr.
D'Alonzo is experienced in all aspects of corporate, financial and business
affairs. He has owned and operated two financial related businesses. He owned
Equity Management Group, a full service public relations firm specializing in
corporate promotions where his duties included marketing, business development
and client relations. From 1994 to 1998 he was also co-owner with Mr. Baker of
First Equity Group, Inc., where he acted as President. His duties included
marketing, business development and client relations. From 1986 to 1991 he was a
stockbroker with various brokerage firms in South Florida.
Edward Meyer
Mr. Meyer, 42 is a Certified Public Accountant and is currently the
controller for US Pools, a Florida based pool service corporation. Mr. Meyer has
served as controller for other major Florida private companies since 1988. Prior
to 1988 Mr. Meyer worked 5 years in public accounting. Mr. Meyer was a tax
supervisor for Arthur Young & Co. in 1987.
COMMITTES OF THE BOARD OF DIRECTORS AND ATTENDANCE
The Board of Directors has designated one principal standing committee.
The AUDIT COMMITTEE, established in 2000 consists of one independent
member, Mr. Edward Meyer (Chairman). The audit committee has met one time during
2000. The functions of the audit committee are to review and monitor accounting
policies and control procedures of the Company, including recommending the
engagement of independent auditors and reviewing the scope of the audit.
The Board of Directors does not have a nominating committee. The entire Board of
Directors makes the selection of nominees for the Board of Directors.
During 1999, the Board of Directors met 11 times. Each Director attended at
least 75% of the meetings of the Board.
COMPENSATION OF DIRECTORS
The directors who are employees of the Company do not receive any cash
compensation for their services on the Board of Directors. Upon their initial
election, non-employees directors receive an option to buy 5,000 shares of the
Company's Common Stock. During 2000, Mr. Edward Meyer, the sole non-employee
director, was granted options to buy 5,000 shares of Common Stock at an exercise
price of $ 1.50. All directors are reimbursed for travel expenses incurred in
connection with attending Board of Directors and committee meetings.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUISLY RECOMMENDS VOTING "FOR" THE
ELECTION OF THE NOMINEES SET FORTH HEREIN.
<PAGE>
PROPOSAL 2 - RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Ahearn Jasco + Company as independent
certified public accountants for the Company for 2000. Ahearn Jasco + Company
has been engaged as the Company's independent auditors for the audit of its 1999
financial statements. The ratification of the selection of independent certified
public accountants is to be voted upon at the Annual Meeting, and it is intended
that the persons named in the accompanying Proxy will vote for Ahearn Jasco +
Company.
Representatives of Ahearn Jasco + Company are expected to attend the Annual
Meeting and will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
RATIFICATION OF AHEARN JASCO + COMPANY.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 Act requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the SEC initial reports of ownership and reports of change in ownership of
common stock and other equity securities of the Company. Executive officers,
directors, and greater than ten-percent shareholders are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon the Company's review of the copies of such reports
furnished to the Company or written representations that no other reports were
required, the Company believes that during the 1999 fiscal year, all Section
16(a) filing requirements applicable to its executive officers, directors and
greater than ten-percent beneficial owners were complied with.
The following table sets forth the compensation awarded to the Chief
Executive Officer and other executive officers of the Company where aggregate
compensation for services in all capacities rendered during the year ended
December 31, 1999 exceeded $ 100,000 (the "Named Executive Officers").
The Company compensated Mr. Baker, Chief Executive Officer and Mr.
D'Alonzo, Chief Operating Officer $10,332 and $11,624, respectively, in 1999.
Mr. Maltrotti, vice-president of Operations has received compensation in 1999 in
the amount of $22,180 plus 10,000 shares (restricted) of the Company's common
stock thorough an employment agreement. None of the Company's executive officers
earned more than $100,000 during the year ended December 31, 1999 and for the
period ended December 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
-Annual Compensation- -Long Term Compensation-
----------------------------------------------
Other Restricted Under- Other
Name and Compen- Stock lying Compen-
Principal Position Year Salary Bonus sation Awards Options sation
- ------------------ ---- ------ ----- ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas Baker, CEO 1999 none none $10,332 none 2,000,000 none
and President 1998 none none none none none none
Marco D'Alonzo, COO 1999 none none $11,624 none 2,000,000 none
and Director 1998 none none none none none none
David Maltrotti, Executive 1999 none none $22,180 $12,000 200,000 none
Vice President 1998 none none none none none none
</TABLE>
- ----------
Option Grants
The following table contains information concerning the stock option grants
to each of the Named Executive Officers for the calendar year ended December 31,
1999. No stock appreciation rights were granted to these individuals during such
year.
<TABLE>
<CAPTION>
Individual Grants
-----------------
Number of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees in Price Expiration
Name Granted Calendar Year ($/Sh)(1) Date
- ---- ------- ------------- --------- ----
<S> <C> <C> <C> <C>
Douglas Baker 2,000,000 47.62 $ 0.35 (3)
Marco D'Alonzo 2,000,000 47.62 $ 0.35 (3)
David Maltrotti 200,000 4.76 (2) (4)
</TABLE>
- ----------
(1) The exercise price is to be paid in cash.
(2) For the first, second and third year of employment 50,000 options for
shares are exercisable at $ 0.75 and 50,000 shares at $ 1.00 per share. For
the second and third year of employment 50,000 options for shares are
exercisable at $ 1.25 per share and 50,000 shares at $ 1.50 per share.
(3) The options are exercisable in whole or in part at any time until the
earlier to occur of (i) the exercise of all options;(ii) he is no longer
employed by the Company; or (iii) the expiration of ten years from the date
of grant.
(4) The options are exercisable in whole or in part at any time until the
earlier to occur of (i) the exercise of all options: (ii) he is no longer
employed by the Company; or (iii) the expiration of three years from the
date of the grant
<PAGE>
Calendar Year-End Option Values
The following table sets forth information regarding each exercise of stock
options and the value realized and the number and values of unexercised options
held by each of the Named Executive Officers as of December 31, 1999.
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options at 12/31/99 Options at 12/31/99
Shares Acquired ------------------------- ----------------------------
Name on Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas Baker 97,000 $33,950 1,903,000 -0- (1) $3,863,090 -0-
Marco D'Alonzo 220,000 $77,000 1,780,000 -0- (1) $3,613,400 -0-
David Maltrotti none 100,000 100,000 $150,500 $100,500
</TABLE>
- ----------
(1) Equal to the fair market value of securities underlying the option at the
fiscal year end ($ 2.38) minus the exercise price ($ 0.35) payable for
those securities.
The Company has not entered into any Long-Term Incentive Plan Awards since
inception.
Employment Agreements
On January 3, 1999 the Company entered into an employment agreement with
Mr. David Maltrotti to serve as Executive Vice President. The agreement is for a
period of three years expiring January 3, 2002. Mr. Maltrotti received 10,000
restricted shares of the Company's Common Stock upon the execution of the
agreement. Mr. Maltrotti will also receive 10,000 additional shares upon the
opening of each additional Company owned restaurant. The agreement also grants
Mr. Maltrotti an option to buy 200,000 of the Company's Common Stock.
On January 4, 2000 the Company entered into an employment agreement with
Mr. Bruno Sartori to serve as Chief Financial Officer. The agreement is for a
period of two years expiring January 4, 2002. Mr. Sartori received 10,000 shares
of Common Stock upon execution of the agreement. The agreement calls for the
Company to compensate Mr. Sartori for his services a total of 15,000 shares
during the first year employment. The agreement also grants Mr. Sartori an
option to buy 100,000 shares of the Company's Common Stock at an exercise price
of $ 1.31 per share.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information with respect of the beneficial
ownership as of April 8, 2000 for any person who is known to the Company to be
the beneficial owner of more than 5% of the Company's Common Stock
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Owner Beneficial Ownership of Class (3)
- -------------- ---------------- -------------------- ------------
<S> <C> <C> <C>
Common Douglas Baker 3,951,170(1) 39.58
5206 NW 28 St.
Margate, Fl. 33063
Common Marco D'Alonzo 3,972,818(1) 39.79
3557 Dunes Vista Dr.
Pompano Beach, Fl.33063
</TABLE>
<TABLE>
<CAPTION>
Security Ownership of Management
<S> <C> <C>
Common Douglas Baker 3,951,170 (1) 39.58
5206 NW 28 St.
Margate, Fl. 33063
Common Marco D'Alonzo 3,972,818 (1) 39.79
3557 Dunes Vista Dr.
Pompano Beach, Fl.33063
Common Bruno Sartori 146,000 (2) 1.46
231 Marine Court, #2
Lauderdale b/t Sea, Fl. 33308
Common David Maltrotti 218,500 (2) 2.19
4501 W.Atlantic Blvd., #1510
Coconut Creek, Fl. 33066
All Officers and Directors
as a group, (4) persons 8,288,488
---------
</TABLE>
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(1) Mr. D'Alonzo and Mr. Baker have options to purchase 1,752,000 and 1,843,500
shares respectively, of Common Stock at an exercise price of $ 0.35 per
share. The are included I in the calculation of ownership in accordance
with Rule 13(d) of the Securities Act.
(2) Mr. Sartori and Maltrotti have options to purchase 100,000 and 200,000
shares, respectively, currently exercisable, which are included in the
calculation of ownership. in accordance with Rule 13(d) of the Securities
Act.
(3) All percentages are calculated based upon 6,087,922 shares issued and
outstanding and options for 3,595,500 shares presently exercisable by
Messrs. D'Alonzo and Mr. Baker and options for 100,000 and 200,000 shares
which are presently exercisable by Mr. Sartori and Mr. Maltrotti,
respectively.
<PAGE>
Certain Relationships and Related Transactions.
During the past two (2) years, the Company has not entered into a
transaction with a value in excess of $ 100,000 with a director, officer or
beneficial owner of 5% or more of the Company's Common Stock, except as
disclosed in the following paragraphs:
On June 14, 1999 the Company's Board of Directors granted options to each
of Mr. D'Alonzo and Mr. Baker to purchase 2,000,000 shares of Common Stock at a
purchase price of $ 0.35 per share. The options are exercisable in whole or in
part at any time until the earlier to occur of (i) the exercise of all
options;(ii) he is no longer employed by the Company; or (iii) the expiration of
ten years from the date of grant. As of April 8, 2000 Mr. D'Alonzo has exercised
248,000 of his options and Mr. Baker has exercised 156,500 of his options.
Mr. David Maltrotti, Executive Vice President of Operations, is employed
under a three-year employment agreement. He received 10,000 shares of the
Company's Common Stock upon the execution of the agreement on February 3, 1999.
Under the agreement, he will also receive 10,000 shares of common stock upon the
opening of each Company owned restaurant. The agreement also grants Mr.
Maltrotti options to acquire 200,000 shares of the Company's Common Stock. The
options are exercisable pursuant to the following table:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
First, Second and Third Year 50,000 shares exercise price $ 0.75
First, Second and Third Year 50,000 shares exercise price $ 1.00
Second and Third Year 50,000 shares exercise price $ 1.25
Second and Third Year 50,000 shares exercise price $ 1.50
</TABLE>
The options are exercisable in whole or in part at any time until the
earlier to occur of (i) the exercise of all options: (ii) he is no longer
employed by the Company; or (iii) the expiration of three years from the date of
the grant
Mr. Bruno Sartori, Chief Financial Officer, is employed under a two year
employment agreement. He received 10,000 shares of the Company's Common Stock
upon execution of the agreement dated January 4, 2000. Under the agreement he
will receive an additional 15,000 shares for services performed in the current
year in accordance to the following schedule:
January , February, March 2,000 shares for each month
April to December 1,000 shares for each month
The agreement also grants Mr. Sartori options to acquire 100,000 shares of the
Company's common stock at an exercise price of $ 1.31 per share. The options are
exercisable in whole or in part at any time until the earlier to occur of (i)
the exercise of all options: (ii) he is no longer employed by the Company; or
(iii) the expiration of two year from the date of the grant
EXPENSES OF SOLICITATION
The cost of soliciting proxies in the accompanying form will be borne by
the Company. The Company does not expect to pay any compensation for the
solicitation of proxies, but may pay brokers, nominees, fiduciaries, and other
custodians their reasonable fees and expenses for sending proxy material to
principals and obtaining their instructions. In addition to solicitation by
mail, proxies may be solicited in person, or by telephone, facsimile
transmission or other means of electronic communication, by directors and by
officers and other regular employees of the Company.
<PAGE>
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB accompanies this Proxy
Statement. The Company's Annual Report on Form 10-KSB, for the year ended
December 31, 1999, as filed with the Securities Exchange Commission, is
available without charge to any stockholder upon written request to Mr. Marco
D'Alonzo, Investor Relations, Health Express USA, Inc., 275 Commercial Blvd.,
Suite 260, Fort Lauderdale, Florida, 33308. Copies of exhibits filed with Form
10-KSB will be furnished, if requested, upon payment of the Company's reasonable
expenses in furnishing those materials.
SHAREHOLDERS PROPOSALS
Any shareholder proposal submitted under SEC Rule 14a-8 for inclusion in
the Proxy Statement for the Company's 2001 annual meeting of shareholders must
be received by the Company no later than January 8, 2001, at the Company's
principal executive offices located at 275 Commercial Blvd., Suite 260, Fort
Lauderdale, Florida, 33308.
OTHER MATTERS
Neither the Company nor any member of its Board of Directors knows of any
matter or intends to bring before the meeting any matter other than those
referred to in the accompanying Notice of Meeting. However, if any other matters
properly come before the meeting, the persons appointed as proxies in the
enclosed form of proxy/voting instruction card intend to vote in accordance with
their judgment.
The above Notice of Annual Meeting and Proxy Statement are send by order of the
Company's Board of Directors.
/s/ Douglas Baker
-----------------------
Douglas Baker
Chairman of the Board
<PAGE>
Health Express USA, Inc.
ANNUAL MEETING OF SHAREHOLDERS
June 6, 2000
6:30 A.M.
Health Express USA, Inc.
275 Commercial Blvd., Suite 260
Fort Lauderdale, Florida 33308
Health Express 275 Commercial Blvd., Suite 260
USA, Inc. Fort Lauderdale, Florida 33308 Proxy
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON JUNE 6, 2000
The shares of stock you hold in your account will be voted as specified below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2
By signing the proxy, you revoke all prior proxies and appoint Douglas Baker and
Marco D'Alonzo, and each of them, with full power of substitution, to vote your
shares on the matters shown on the reverse side and any other matters which may
come up before the Annual Meeting and all adornments.
SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Health Express USA, Inc., c/o Shareholder
Services, 275 Commercial Blvd., Suite 260, Fort Lauderdale, Florida 33308.
<PAGE>
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2
1. Authority to vote for the election of Douglas Baker, Marco D'Alonzo and
Edward Meyer as directors of the Company to serve until the 2001 Annual
Meeting. You may withhold authority to vote for a nominee by lining through
his name.
[ ] GRANT [ ] WITHHOLD
2. Ratifying the appointment of Ahearn Jasco + Company as independent auditors
for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come before
the meeting, all as set out in the Notice of Annual Meeting of Shareholders
and Proxy Statement dated May 6, 2000, receipt of which is hereby
acknowledged.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTORS OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL
Address change? Box [ ] Indicate changes below:
Date_________________________
_____________________________
_____________________________
Signature(s) in Box.
Shareholders must sign exactly
as the name appears at left.
When signed as a corporate
officer, executor,
administrator, trustee,
guardian, etc., please give full
title as such. Both join tenants
must sign.
