APTA HOLDINGS, INC.
215 West Main Street
Maple Shade, New Jersey 08052
(856) 667-0600
______________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 AM,
ON JUNE 9, 2000
To the Stockholders of Apta Holdings, Inc.:
The 2000 Annual Meeting of the Stockholders of Apta Holdings,
Inc. (the "Company"), a Delaware corporation, will be held at the
offices of Haefele, Flanagan & Co., p.c., at 1000 Lenola Road,
Building Two, Suite 200, Maple Shade, New Jersey, 08052, on June
9, 2000, at 10:00 A.M. At the meeting, stockholders will act on
the following matters:
(1) Election of two (2) Directors to hold office for the ensuing
year and until their successors have been duly elected and
qualified;
(2) Ratification of the appointment of Haefele, Flanagan & Co.,
p.c. as Independent accountants for fiscal 2000; and
(3) Any other matters that properly come before the meeting.
Stockholders of record at the close of business on April 28, 2000
are entitled to vote at the meeting or any postponement or
adjournment.
Stockholders (whether they own one or many shares and whether
they expect to attend the annual meeting or not) are requested to
vote, sign, date and return promptly the accompanying proxy in
the enclosed envelope, which requires no postage if mailed in the
United States. A proxy may be revoked at any time prior to its
exercise (a) by notifying the Secretary of the Company in
writing, (b) by delivering a duly executed proxy bearing a later
date, or (c) by attending the annual meeting and voting in
person.
By Order of the Board of Directors:
Stephen M. Robinson, Corporate Secretary
May 8, 2000
Maple Shade, New Jersey
<PAGE>
APTA HOLDINGS, INC.
215 West Main Street
Maple Shade, New Jersey 08052
(856) 667-0600
______________________________
PROXY STATEMENT
______________________________
This Proxy Statement contains information related to the annual
meeting of stockholders of Apta Holdings, Inc. (the ACompany@),
to be held on Friday June 9, 2000 at 10:00 A.M., local time, at
the offices of Haefele, Flanagan & Co., p.c., at 1000 Lenola
Road, Building Two, Suite 200, Maple Shade, New Jersey, 08052,
and at any adjournment or adjournments thereof.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At the Company's annual meeting, stockholders will act upon
the matters outlined in the accompanying notice of meeting,
including the election of directors and ratification of the
Company's independent auditors. In addition, the Company's
management will report on the performance of the Company during
fiscal 1999 and respond to questions from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the
record date, April 28, 2000 are entitled to receive notice of the
annual meeting and to vote the shares of common stock that they
held on that date at the meeting, or any postponement or
adjournment of the meeting. Each outstanding share entitles its
holder to cast one vote on each matter to be voted upon.
Who can attend the meeting?
All stockholders as of the record date, or their duly
appointed proxies, may attend the meeting.
Please note that if you hold your shares in "street name"
(that is, through a broker or other nominee), you will need to
bring a copy of a brokerage statement reflecting your stock
ownership as of the record date and check in at the registration
desk at the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding
on the record date will constitute a quorum, permitting the
meeting to conduct its business. As of the record date, 1,518,000
shares of common stock of the Company were outstanding. Proxies
received but marked as abstentions and broker non-votes will be
included in the calculation of the number of shares considered to
be present at the meeting.
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<PAGE>
How do I vote?
If you complete and properly sign the accompanying proxy
card and return it to the Company, it will be voted as you
direct. If you are a registered stockholder and attend the
meeting, you may deliver your completed proxy card in person.
"Street name" stockholders who wish to vote at the meeting will
need to obtain a proxy form from the institution that holds their
shares.
Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may
change your vote at any time before the proxy is exercised by
filing with the Secretary of the Company either a notice of
revocation or a duly executed proxy bearing a later date. The
powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the
meeting will not by itself revoke a previously granted proxy.
What are the board's recommendations?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board of Directors.
The Board's recommendation is set forth together with the
description of each item in this proxy statement. In summary, the
Board recommends a vote:
(1) for election of the nominated slate of directors (see page
4); and
(2) for ratification of the appointment of Haefele, Flanagan &
Co., p.c. as the Company's independent auditors (see page 6).
With respect to any other matter that properly comes before
the meeting, the proxy holders will vote as recommended by the
Board of Directors or, if no recommendation is given, in their
own discretion.
What vote is required to approve each item?
Election of directors. The affirmative vote of a plurality
of the votes cast at the meeting is required for the election of
directors. A properly executed proxy marked "WITHHOLD AUTHORITY"
with respect to the election of one or more directors will not be
voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum.
Other items. For each other item, the affirmative vote of
the holders of a majority of the shares represented in person or
by proxy and entitled to vote on the item will be required for
approval. A properly executed proxy marked "ABSTAIN" with respect
to any such matter will not be voted, although it will be counted
for purposes of determining whether there is a quorum.
Accordingly, an abstention will have the effect of a negative
vote.
If you hold your shares in "street name" through a broker or
other nominee, your broker or nominee may not be permitted to
exercise voting discretion with respect to some of the matters to
be acted upon. Thus, if you do not give your broker or nominee
specific instructions, your shares may not be voted on those
matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker
non-votes" will, however, be counted in determining whether there
is a quorum.
2
<PAGE>
STOCK OWNERSHIP
Who are the largest owners of the company's stock?
Stephen M. Robinson, Vice President, Secretary and a director of
the Company, owns or controls 28.12% of the outstanding shares of
common stock of the Company; and Harry J. Santoro, President,
Treasurer and a director of the Company, owns or controls 18.98%
of the outstanding shares of common stock of the Company. See
the table below.
How much stock do the company's directors and executive officers
own?
The following table sets forth the beneficial ownership of
the Common Stock of the Company as of April 28, 2000, by each
person who was known by the Company to beneficially own more
than 5% of the common stock, by each director and executive
officer who owns shares of common stock and by all directors and
executive officers as a group:
Shares of Percentage of
Common Outstanding
Name and Address Stock Common Stock
of Beneficially Beneficially
Beneficial Owner Owned Owned(1)
Stephen M.
Robinson
172 Tuckerton 426,893 28.12%
Road
Medford, NJ
08055
Harry J. Santoro
215 West Main
Street 288,164 18.98%
Maple Shade, NJ
08052
All Directors and
Officers as a
group 715,057 47.11%
(2 persons)
__________________
(1) Based upon 1,518,000 shares outstanding as of April 28,
2000.
3
<PAGE>
ITEM 1
ELECTION OF DIRECTORS
Two (2) directors will be elected to hold office subject to the
provisions of the Company=s by-laws until the next Annual Meeting
of Shareholders, and until their respective successors are duly
elected and qualified. The vote of a plurality of the votes
entitled to be cast by shareholders present in person or by
proxy, is required to elect members of the Board of Directors.
The following table sets forth the name, age, position with the
Company and respective director service dates of each person who
has been nominated to be a director of the Company:
Name Age Title Director Since
Harry J. Santoro, CPA 47 President, Treasurer 1999
and Director
Stephen M. Robinson, Esq. 57 Vice President, Secretary 1999
and Director
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AFOR@ THE NOMINEES
LISTED HEREIN.
Business Experience of the Directors
Harry J. Santoro. Mr. Santoro is 47 years old and holds a
Bachelor of Science Degree in Accounting from Drexel University,
Philadelphia, PA, where he graduated Summa Cum Laude. He began
work in 1975 with Haefele, Van Sciver & Co., a local certified
Public Accounting firm. Three years later he became a Certified
Public Accountant and was made a partner in the firm. The firm's
name was changed to Haefele, Van Sciver, Santoro & Co. While at
the firm he provided tax and financial planning services to
individuals and businesses in a wide range of industries,
including real estate development. He left the firm in 1982 to
form a consulting company and to invest in real estate. He is
currently engaged in real estate development and apartment
management as principal and President of H. James Santoro, Inc.
as well as the Company. He also offers consulting services
related to mergers and acquisitions.
Stephen M. Robinson. Mr. Robinson, who is 57 years old, is
admitted to practice law in the State of New Jersey, and
maintains a full time legal practice concentrating on
corporations, securities and associated general practice
matters. He received a B.A. from Rutgers University in 1964 and
a J.D. from Rutgers Law School in 1967. From 1970 to 1973, Mr.
Robinson was an assistant county prosecutor for Camden County,
New Jersey, and from 1973 to 1978, he was an attorney with the
United States Securities and Exchange Commission. He returned
to private practice in 1978, and has been continuously involved
in the legal aspects of public and private offerings of
securities, other '33 Act filings,'34 Act filings for public
companies and securities-oriented litigation. During the period
from 1986 through 1992, Mr. Robinson was a shareholder of the
law firm of Robinson & Sacharow, P.C., located in Maple Shade,
New Jersey. Mr. Robinson left such firm in 1992, and opened an
office at 172 Tuckerton Road, Medford, New Jersey where he
continues his securities practice.
General Information
Board of Directors. The Board of Directors held three meetings
during 1999. Overall and individual attendance at the Board and
committee meeting was 100 percent. Following the Annual Meeting, the
4
<PAGE>
Board will consist of two directors. In the interim between
Annual Meetings, the Board has the authority under the By-laws to
increase or decrease the size of the Board.
How are directors compensated?
Directors Compensation. All members of the Board are
current employees of the Company, and do not receive any
additional compensation for serving on the Board.
EXECUTIVE COMPENSATION
The following table sets forth all information concerning total
compensation earned or paid to the officers of the Company who
served in such capacities as of December 31, 1999 for services
rendered to the Company during each of the last three fiscal
years.
<TABLE>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation Long term compensation
----------------------- --------------------------
Name and Year Salary Bonus Other Awards All
Principal ($) ($) Annual Restrict- Options/ LTIP Other
Position Compen- ed Stock SARs(#) Pay- Compensa-
sation ($) ($) outs($) tion ($)
- ---------- ---- ------- ----- -------- --------- --------- ------ --------
Harry J. 1999 0 0 58,300(1) 0 0 0 0
Santoro, 1998 0 0 39,874(1) 0 0 0 0
President, 1997 25,000 0 37,197(1) 0 0 0 0
Treasurer
Board
Stephen M. 1999 0 0 0 0 0 0 0
Robinson, 1998 0 0 25,660(2) 0 0 0 0
Vice Pres., 1997 50,000 0 15,488(2) 0 0 0 0
Secretary
</TABLE>
________________
(1) Includes fees payable to H. James Santoro, Inc. as property
manager of the Spring Village Apartments and for administrative
services rendered.
(2) Includes fees payable to Stephen M. Robinson, P.A. as
corporate counsel.
Employment and Consulting Agreements
There are no employment agreements with the officers of the
Company.
Option Grants for Fiscal 1999
No options were granted during the year ending December 31, 1999.
The Company presently has no standing plans or formal
arrangements for contingent forms of compensation such as
bonuses, commissions, executive stock options, stock appreciation
rights, profit sharing, pension, retirement plans or other like
benefit programs. No officer, director, or other employee
consequently received or was entitled to any form of non-cash
compensation under any form of plan described or included within
Regulation S-B, Section 402(b)(1), Reg. 228.402, Section (b)(1).
5
<PAGE>
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company has appointed Haefele, Flanagan & Co., p.c. as the
Company's independent accountants for the fiscal year ending
December 31, 2000. Services provided to the Company by Haefele,
Flanagan & Co., p.c. in fiscal year 1999 included the examination
of the Company=s consolidated financial statements, preparation
of federal and state income taxes, and services related to
filings with the Securities and Exchanges Commission.
Representatives of Haefele, Flanagan & Co., p.c. will be present
at the annual meeting to respond to appropriate questions and to
make such statements as they may desire.
The Board of Directors Recommends a Vote AFor@ Ratification of
The Appointment of Haefele, Flanagan & Co., p.c., as The
Company=s Independent Accountants For Fiscal Year 2000
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 the items referred to above. In the event that
any other matter is properly brought before the meeting for
action by the stockholders, proxies in the enclosed form returned
to the Company will be voted in accordance with the
recommendation of the Board of Directors or, in the absence of
such a recommendation, in accordance with the judgment of the
proxy holder.
ADDITIONAL INFORMATION
Stockholder Proposals for the 2000 Annual Meeting.
Stockholders interested in presenting a proposal for
consideration at the Company's annual meeting of stockholders in
2001 may do so by following the procedures prescribed in Rule
14a-8 under the Securities Exchange Act of 1934 and the Company's
by-laws. To be eligible for inclusion, stockholder proposals must
be received by the Company's Corporate Secretary no later than
December 1, 2000.
Proxy Solicitation Costs. The proxies being solicited hereby
are being solicited by the Company. The cost of soliciting
proxies in the enclosed form will be borne by the Company.
Officers and regular employees of the Company may, but without
compensation other than their regular compensation, solicit
proxies by further mailing or personal conversations, or by
telephone, telex, facsimile or electronic means. The Company
will, upon request, reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to
the beneficial owners of stock.
By order of the Board of Directors:
Stephen M. Robinson
Corporate Secretary
6
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible.
Annual Meeting of Stockholders
APTA HOLDINGS, INC.
June 9, 2000
Please Detach and Mail in the Envelope Provided
____________________________________________________________________________
PROXY APTA HOLDINGS, INC. PROXY
215 West Main Street, Maple Shade, New Jersey, 08052
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoint(s) HARRY J. SANTORO and STEPHEN M. ROBINSON,
or either of them, as attorney, agent and proxy of the undersigned, with
full power of substitution, to vote all shares of common stock of Apta
Holdings, Inc. that the undersigned would be entitled to cast if personally
present at the annual Meeting of the stockholders to be held on June 9, 2000,
or at any adjournment thereof.
(Continued on reverse side)
____________________________________________________________________________
A [X] Please mark your [__
vote as in this
example
FOR all nominees
(except as marked to WITHHOLD authority
the contrary) to vote for all nominees
1. ELECTION OF [ ] [ ]
TWO DIRECTORS
(TO SERVE UNTIL
2001):
WITHHOLD AUTHORITY TO VATE FOR THE INDIVIDUAL NOM-
INEE(S) IDENTIFIED IN THE SPACE PROVIDED BELOW
________________________________________________
Nominees: (1) Harry J. Santoro
(2) Stephen M. Robinson
FOR AGAINST ABSTAIN
2. Ratify the appointment of Haefele, [ ] [ ] [ ]
Flanagan & Co., p.c. as the
Company's independent public
accountants for the 2000 fiscal year
In their discretion, the Proxies are authorized
to vote upon other business as may properly come
before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
Signature(s)
_______________________________ _______________________ Dated:___________
Signature if
jointly held
Note: Please sign name(s) exactly as appearing hereon. When signing as
attorney, executor, admdinistrator, or other fiduciary, please give your
full title as such. Joint owners should each sign personally.
____________________________________________________________________________
