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 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF
[ ] Definitive Proxy Statement THE COMMISSION ONLY (AS
[ ] Definitive Additional Materials PERMITTED BY RULE
[ ] Soliciting Material Pursuant to 14A-6(E)(2)
Rule 14a-11(c)or Rule 14a-12
MERIDIAN USA HOLDINGS, INC.
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(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):
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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1
<PAGE>
MERIDIAN USA HOLDINGS, INC.
3350 N.W. 2ND AVENUE
SUITE A-28
BOCA RATON, FL 33431
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 17, 2000
The Annual Meeting of Shareholders (the "Annual Meeting") of Meridian
USA Holdings, Inc. (the "Company") will be held at the Sheraton Boca Raton
Hotel, 2000 N.W. 19th Street, Boca Raton, Florida at 12:00 p.m., local time, on
Thursday August 17, 2000, for the following purposes:
1. To elect six (6) directors, each for a term of one year and
until their respective successors are duly elected and
qualified;
2. To consider and act upon a proposal to amend the Company's 1999 Stock
Incentive Plan to increase the total number of options available for
Issuance thereunder to 1,000,000;
3. To consider and act upon a proposal to increase the number of authorized
shares of Common Stock, par value $.001, from 20,000,000 to
40,000,000;
4. To consider and act upon a proposal to ratify the Board of Directors'
selection of Feldman, Sherb, Horowitz & Co., P.C. as independent
auditors for the Company for the fiscal year ending December 31,
2000; and
5. To transact such other business as properly may come before the Annual
Meeting or any postponement or adjournment or adjournments
thereof.
The Board of Directors of the Company has fixed the close of business
on July 6, 2000 as the record date for determining shareholders entitled to
notice of, and to vote at, the Annual Meeting. It is expected that this Notice
of Annual Meeting of Shareholders and the accompanying proxy materials will be
mailed or delivered to shareholders commencing on or about July 21, 2000.
Regardless of whether you expect to attend the Annual Meeting in
person, you are requested to complete, date and sign the enclosed proxy form and
return it at your earliest convenience to the Company in the enclosed envelope.
No postage need be affixed if the envelope is mailed in the United States. If
you attend the meeting in person, you may revoke your proxy and vote your shares
in person.
By order of the Board of Directors
/s/ Alan Posner
ALAN POSNER, Secretary
July 21, 2000
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY AND SIGN AND RETURN
YOUR PROXY FORM PROMPTLY. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER
OF SHARES THAT YOU OWN.
2
<PAGE>
MERIDIAN USA HOLDINGS, INC.
3350 N.W. 2ND AVENUE
SUITE A-28
BOCA RATON, FL 33431
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors (the "Board
of Directors") of Meridian USA Holdings, Inc., a Florida corporation (the
"Company"), in connection with the annual meeting of the Company's shareholders
to be held at the Sheraton Boca Raton Hotel, 2000 N.W. 19th Street, Boca Raton,
Florida at 12:00 p.m., local time, on Thursday, August 17, 2000, or any
postponement or adjournment or adjournments thereof (the "Annual Meeting"). The
Company's principal executive offices are located at 3350 N.W. 2nd Avenue, Suite
A28, Boca Raton, Florida 33431. The Company's telephone number at that address
is (561) 417-6800.
GENERAL INFORMATION
The Company's common stock, par value $.001 per share (the "Common
Stock"), is the only class of security that is entitled to vote at the Annual
Meeting. The Board of Directors has fixed July 6, 2000 as the record date (the
"Record Date") for determining those shareholders entitled to notice of, and to
vote at, the Annual Meeting. On July 6, 2000 there were 6,193,199 shares of
Common Stock outstanding. It is expected that this Proxy Statement, the
attached Notice of Annual Meeting of Shareholders, the accompanying form of
proxy and the Company's Annual Report for the fiscal year ended December 31,
1999 (the "Annual Report") will first be mailed or delivered to shareholders
commencing on or about July 21, 2000.
Each share of Common Stock entitles the holder to one vote on each
matter to come before the Annual Meeting. The Company's Certificate of
Incorporation does not authorize cumulative voting. A quorum of the
shareholders is required at the Annual Meeting for the shareholders to take
action effectively with respect to the proposals described in this Proxy
Statement or to transact effectively any other business at the Annual Meeting.
A quorum of the shareholders will be present at the Annual Meeting if the
holders of at least a majority of the outstanding shares of the Common Stock are
present either in person or by proxy. Therefore, shareholders are urged to
complete and return the enclosed proxy card whether or not they are planning to
attend the Annual Meeting.
If voting by proxy with respect to the election of directors,
shareholders may vote in favor of all nominees, withhold their votes as to all
nominees or withhold their votes as to specific nominees. With respect to each
other proposal that comes before the shareholders at the Annual Meeting,
shareholders may vote FOR the proposal, vote AGAINST the proposal or ABSTAIN
from voting with respect to the proposal. Assuming a quorum is present: (i)
the affirmative vote by the holders of a plurality of the shares of Common Stock
represented at the Annual Meeting and entitled to vote will be required to act
with respect to the election of directors; and (ii) the affirmative vote of a
majority of the shares of Common Stock represented at the Annual Meeting and
entitled to vote will be required to act on all other proposals that come before
the Annual Meeting. Abstentions and broker non-votes will be included in the
determination of the number of shares of Common Stock present at the meeting for
quorum purposes. Abstentions and broker non-votes will not be counted, however,
in the tabulations of votes cast on proposals presented to shareholders.
3
<PAGE>
A proxy, in the accompanying form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with the
instructions contained thereon. If no specific instructions are indicated on
the proxy, (a) the shares represented thereby will be voted FOR: (i) the
election of the persons nominated herein as directors; (ii) the ratification of
the proposed amendment to the 1999 Stock Option Plan to increase the aggregate
number of shares issuable thereunder to 1,000,000 shares of Common Stock; (iii)
the ratification of the proposal to amend the Articles of Incorporation to
increase the number of authorized shares of Common Stock, par value $.001, from
20,000,000 to 40,000,000; and (iv) the ratification of the Board of Directors'
selection of Feldman, Sherb, Horowitz & Co., P.C. as the Company's independent
auditors for the fiscal year ending December 31, 2000; and (b) the proxy will
authorize the shares represented thereby to be voted upon such other business as
properly may come before the Annual Meeting, as determined, with respect to any
such event, by the persons named in the accompanying form of proxy in accordance
with their best judgment.
Each member of the Board of Directors has indicated that he intends to
vote FOR: (i) the election of the persons nominated herein as directors; (ii)
the ratification of the proposed amendment to the 1999 Stock Incentive Plan to
increase the aggregate number of shares issuable thereunder to 1,000,000 shares
of Common Stock; (iii) the ratification of the proposal to amend the Articles of
Incorporation to increase the number of authorized shares of Common Stock, par
value $.001, from 20,000,000 to 40,000,000; and (iv) the ratification of the
Board of Director's selection of Feldman, Sherb, Horowitz & Co., Inc. as the
Company's independent auditors for the fiscal year ending December 31, 2000.
If a quorum is not present at the time that the Annual Meeting is
convened, or if for any other reason the Board of Directors believes that
additional time should be allowed for the solicitation of proxies, the Company
may postpone or adjourn the Annual Meeting with or without a vote of the
shareholders. If the Company proposes to postpone or adjourn the Annual Meeting
by a vote of the shareholders, the persons named in the accompanying form of
proxy will vote all shares of Common Stock for which they have voting authority
in favor of such postponement or adjournment, as the case may be.
Each proxy granted may be revoked by the person granting it at any
time: (i) by giving written notice to such effect to the Secretary of the
Company; (ii) by execution and delivery of a proxy bearing a later date or;
(iii) by attendance and voting in person at the Annual Meeting; except as to any
matter upon which, prior to such revocation, a vote shall have been cast at the
Annual Meeting pursuant to the authority conferred by such proxy. The mere
presence at the Annual Meeting of a person appointing a proxy does not revoke
the appointment.
The Company will bear the cost of the Annual Meeting and the cost of
soliciting these proxies, including the cost of preparing, printing, handling
and mailing the proxy materials. The Company will request brokerage houses,
banking institutions and other custodians, nominees and fiduciaries to forward
the proxy materials to beneficial owners of the shares of Common Stock and will
reimburse them for their reasonable expenses incurred in connection therewith.
In addition to solicitation by mail, certain officers, directors,
regular employees and other representatives of the Company may solicit proxies
by telephone, facsimile, in person or otherwise. These persons will receive no
extra compensation for such services.
4
<PAGE>
No person is authorized to give any information or to make any
representation not contained in this Proxy Statement, and, if given or made,
such information or representation should not be relied upon as having been
authorized. This Proxy Statement does not constitute the solicitation of a
proxy from any person in any jurisdiction with respect to whom it is unlawful to
make such proxy solicitation in such jurisdiction. The delivery of this Proxy
Statement shall not, under any circumstances, imply that there has not been any
change in the information set forth herein since the date of this Proxy
Statement.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of June 27, 2000 as to the
ownership of Common Stock by: (i) each person known by the Company to be the
beneficial owner of ten percent or more of the Common Stock; (ii) each director
and nominee for election as a director of the Company; (iii) each of the
Company's executive officers; and (iv) all directors, nominees for election as
director and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Percent of Shares of Common
Number of Shares of Common Stock Stock Obtainable
Name of Common Stock Beneficially Under Stock Options Exercise Price of
Shareholder Beneficially Owned(1) Owned Currently Outstanding(2) Stock Options
------------ --------------------- ------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Alan Posner(4) 1,112,7915 19.4% 50,000 $1.00
Mark Streisfeld(6) 1,112,7917 19.4% 50,000 $1.00
Paul Galant(8) 330,000 5.8% 25,000 $1.00
Joel Flig(9) - - 5,000 $1.00
Ronald Shapss(10) 220,972 3.9% 50,000 $1.00
David Ravich(11) - - - -
All Directors (including nominees)
and Executive Officers as a group
(six (6) persons) 2,776,554 48.5% 180,000
</TABLE>
(1) Certain of the shares shown in this table are shares as to which the
persons named in this table have the right to acquire beneficial
ownership, as specified in Rule 13d-3(d)(1) promulgated under the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act").
(2) Unless otherwise indicated, the persons or entities identified in this
table have sole voting and investment power with respect to all shares
shown as beneficially held by them, subject to community property laws
where applicable.
(3) All Stock Options expire on May 1, 2010.
(4) The address for Mr. Posner is c/o Meridian USA Holdings, Inc., 3350 N.W.
2nd Avenue, Suite A-28, Boca Raton, FL 33431.
(5) Excludes 577,500 shares of Common Stock which are issuable to Mr. Posner
upon conversion of his 1,750 shares of Series I Preferred Stock.
(6) The address for Mr. Streisfeld is c/o Meridian USA Holdings, Inc., 3350
N.W. 2nd Avenue, Suite A-28, Boca Raton, FL 33431.
(7) Excludes 577,500 shares of Common Stock which are issuable to Mr.
Streisfeld upon conversion of his 1,750 shares of Series I Preferred
Stock.
(8) The address for Mr. Galant is 470 N.E. 25th Terrace, Boca Raton, FL
33431.
(9) The address for Mr. Flig is 160 East 61st Street, New York, NY 10021.
(10) The address for Mr. Shapss is 75 Montebello Road, Suffern, NY 10901-
3746.
(11) The address for Mr. Ravich is 3827 Red Maple Circle, Delray Beach,
Florida 33445.
6
<PAGE>
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The following table sets forth certain information regarding the
Company's directors, executive officers and nominees for election to the Board
of Directors.
NAME AGE POSITION
Alan Posner 54 Chief Executive Officer, Chief
Financial Officer, Secretary
and Director
Mark Streisfeld 49 President, Director
Steven Kreuscher Vice President, Sales
Joel Flig1,(2) 46 Nominee for Director
Paul M. Galant(1) 58 Director
David Ravich 71 Director
Ronald Shapss(2) 53 Director
____________________
(1) Member of Audit Committee
(2) Member of Compensation Committee
Directors of the Company are elected annually to serve until the next
annual meeting of shareholders and until their successors have been duly elected
and qualified. Executive officers are appointed by, and serve at the discretion
of, the Board of Directors for a term beginning after the first regular meeting
of the Board of Directors following the annual meeting of shareholders and until
their respective successors are duly appointed and qualified.
During the fiscal year ended December 31, 1999, there was one (1)
meeting of the Board of Directors, which each director attended.
Audit Committee. The Audit Committee was created in May 2000, with
the responsibility of recommending to the Board of Directors the auditing firm
to be selected each year as independent auditors of the Company's financial
statements and to perform services related to the completion of such audit. The
Audit Committee also has responsibility for: (i) reviewing the scope and
results of the audit with the independent auditors; (ii) reviewing the Company's
financial condition and results of operations with management and the
independent auditors; (iii) considering the adequacy of the Company's internal
accounting and control procedures; and (iv) reviewing any non-audit services and
special engagements to be performed by the independent auditors and considering
the effect of such performance on the auditors' independence. The Committee
currently consists of Messrs. Flig and Galant.
7
<PAGE>
Compensation Committee. The Compensation Committee was created in May
2000, with responsibility for reviewing and advising the Board with respect to
executive compensation affecting corporate officers subject to Section 162(m) of
the Internal Revenue Code and such other executives as the Company's management
may deem appropriate. The Committee also has responsibility for administration
of the 1999 Stock Incentive Plan and compensation intended as performance-based
compensation under the Code. The Committee also has the responsibility to fix
all salaries, grant all stock options and approve all employment agreements for
executives who are, or are expected to become, subject to Section 162(m). The
Committee currently consists of Messrs. Flig and Shapss.
Certain information regarding the business experience and other
directorships of each of the persons named in the table on the preceding page of
this Proxy Statement is as follows:
ALAN POSNER was elected as CEO, Secretary and Chairman of the Board of Directors
on February 24, 1999. Prior to that he was co-founder and has served as
CEO/Secretary/Treasurer of The Old Fashioned Syrup Company, Inc., its
subsidiaries and predecessors since 1994. From 1973 to 1985 Mr. Posner was
employed in various professional and administrative capacities, including having
served as the Senior Associate Administrator at Brookdale Hospital Medical
Center in Brooklyn, New York. From 1985 to 1993 he was a principal of Medical
Care Administration, Inc. and Healthrac, Inc., multi-service medical providers,
medical management and consulting firms. From 1991 to 1994, Mr. Posner was a
member of the New York City Mayor's Advisory Committee for Emergency Medical
Services. He is a member of the American College of Health Care Administrators,
the American Public Health Association and the New York Association for
Ambulatory Care. Mr. Posner received dual Bachelor of Science degrees
(Biology and Nursing) in 1971 and a Masters of Science in Health Care
Administration in 1973 from the State University of New York at Stony Brook.
From 1965 to 1968 he served in the U.S. Naval Hospital Corps.
MARK STREISFELD was elected as President and Director on February 24,1999. He
was co-founder and has been president of The Old Fashioned Syrup Company, Inc.,
its subsidiaries and predecessors since 1994. From 1976 to 1989, Mr. Streisfeld
operated a retail electronics business in Monticello, New York, which he
founded. From 1989 to the present, Mr. Streisfeld has operated a
multi-faceted jewelry enterprise in Monticello, founded by him and his
family. From 1973 to 1976 he was an elected trustee of the Village of
Monticello. Since 1985 Mr. Streisfeld has been a Rated Jeweler by the
Jewelers Board of Trade and a member of the Advertising Specialties Institute.
He is currently a member of the Sullivan County (NY) Chamber of Commerce, the
Sullivan County Action Committee and the Board of Directors of the New Hope
Community for Retarded Adults (Sullivan County, NY).
JOEL FLIG, a director of Meridian since August 1999, is the founder (1989)
and CEO of Financial Solutions Group, Ltd., a New York based company
engaged nationwide in placement of senior debt. Since 1998 he has been a
director of Sparta Surgical Supply Co. Prior to his current business entity,
Mr. Flig was a member of the Board of Directors and Executive Vice
President of Aspen Financial, Inc. (a bank holding company) and from 1981 to
September 1988 he was First Vice President of Union Chelsea National Bank
(NY). From 1977 through May 1981 he served in a variety of executive
capacities at Republic National Bank (NY) and began his banking career in the
Management Development program at Chase Manhattan Bank (NY) in 1974. Mr.
Flig received a B.B.A. degree in 1977 from the Bernard Baruch College of the
City of New York, and his MBA-Finance from St. John's University (NY).
8
<PAGE>
PAUL M. GALANT was appointed by the new Board of Directors as Special Counsel in
February 1999, served as an officer and director of Meridian from August 1994
to February 24, 1999 and was elected to Meridian's Board of Directors in August
1999. Between 1975 and 1997, Mr. Galant was a registered NASD General Securities
Principal. He has been a business development consultant since 1970. He has
served as an officer and director of various development stage companies,
including Deerfield Financial Services, Inc. and www.eBIZnet.com, Inc., and is
the founder and currently serves as an officer and director of NetWeb
Online.Com, Inc. He was a practicing attorney in the State of New York
from 1966 to 2000. Between 1975 and 1986, Mr. Galant was a founding partner
and general principal of a Long Island (NY) based full service brokerage firm.
Subsequently, he was cofounder, and officer and/or a registered principal of
several NASD member securities/brokerage firms in the New York metropolitan
area. Since 1981 he has served as President of PR Sources, Inc., a private
entity engaged in corporate development services. From 1966 through 1968 he
served in the U.S. Army. Mr. Galant is a 1965 graduate of Brooklyn Law
School (J.D.), and received a Bachelor of Business Administration degree from
Adelphi University in 1962.
STEVEN KREUSCHER joined the Company in March 2000 as Senior Vice President of
Sales. Prior to joining the Company, Mr. Kreuscher served in increasingly
responsible positions at Yoo-hoo Chocolate Beverage Company/Austin Nichols &
Co., Soft Drinks from 1986 until 1999. While representing Yoo-hoo, Mr.
Kreuscher was promoted from District Sales Manager NY/NJ to Divisional Sales
Manager Northeast to National Accounts Manager. Mr. Kreuscher received his MBA
in 1997 at Dowling College (NY). In 1986, he received a Bachelor of Science
degree in marketing from St. John's University (NY).
DAVID RAVICH is a nominee for a vacant seat on the Board of Directors. He has
been a practicing attorney in New Jersey since 1954. From 1966 until his recent
retirement, he was the senior and founding partner of Ravich, Koster, Tobin,
Oleckman, Reitman & Greenstein, P.A., located in Rahway, New Jersey. Mr. Ravich
received his undergraduate degree from the University of Pennsylvania and his
law degree from the Rutgers University School of Law.
RONALD SHAPSS, a director of Meridian since August 1999, is the founder of
Ronald Shapss Corporate Services, Inc. (RSCS) a company engaged in consolidating
fragmented industries since 1992. RSCS was instrumental in facilitating the
roll-up of several companies into such entities as U.S. Delivery, Inc.
and Consolidated Delivery & Logistics, Inc. Mr. Shapss was also the founder
of Coach USA, Inc. and, from 1997 to 1999, served on the advisory boards of
Consolidated Partners Founding Fund, LLC and 1+ USA, Inc., which founded
Advanced Communications Group, Inc. (now Worldpages.com), an Internet directory
whose shares trade on the New York Stock Exchange. From 1997 until
1999, he was a consultant and a member of the Board of Directors of
Frontline Communications Corporation (NASDAQ: FCC). Mr. Shapss is a member of
the New York Bar, having graduated from Brooklyn Law School.
There are no family relationships between any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
----------------------------------------------------------------
The Company has no matters required to be disclosed under this
section.
9
<PAGE>
Compensation Committee. The Compensation Committee was created in May
2000, with responsibility for reviewing and advising the Board with respect to
executive compensation affecting corporate officers subject to Section 162(m) of
the Internal Revenue Code and such other executives as the Company's management
may deem appropriate. The Committee also has responsibility for administration
of the 1999 Stock Incentive Plan and compensation intended as performance-based
compensation under the Code. The Committee also has the responsibility to fix
all salaries, grant all stock options and approve all employment agreements for
executives who are, or are expected to become, subject to Section 162(m). The
Committee currently consists of Messrs. Flig and Shapss.
Certain information regarding the business experience and other
directorships of each of the persons named in the table on the preceding page of
this Proxy Statement is as follows:
ALAN POSNER was elected as CEO, Secretary and Chairman of the Board of Directors
on February 24, 1999. Prior to that he was co-founder and has served as
CEO/Secretary/Treasurer of The Old Fashioned Syrup Company, Inc., its
subsidiaries and predecessors since 1994. From 1973 to 1985 Mr. Posner was
employed in various professional and administrative capacities, including having
served as the Senior Associate Administrator at Brookdale Hospital Medical
Center in Brooklyn, New York. From 1985 to 1993 he was a principal of Medical
Care Administration, Inc. and Healthrac, Inc., multi-service medical providers,
medical management and consulting firms. From 1991 to 1994, Mr. Posner was a
member of the New York City Mayor's Advisory Committee for Emergency Medical
Services. He is a member of the American College of Health Care Administrators,
the American Public Health Association and the New York Association for
Ambulatory Care. Mr. Posner received dual Bachelor of Science degrees
(Biology and Nursing) in 1971 and a Masters of Science in Health Care
Administration in 1973 from the State University of New York at Stony Brook.
From 1965 to 1968 he served in the U.S. Naval Hospital Corps.
MARK STREISFELD was elected as President and Director on February 24,1999. He
was co-founder and has been president of The Old Fashioned Syrup Company, Inc.,
its subsidiaries and predecessors since 1994. From 1976 to 1989, Mr. Streisfeld
operated a retail electronics business in Monticello, New York, which he
founded. From 1989 to the present, Mr. Streisfeld has operated a
multi-faceted jewelry enterprise in Monticello, founded by him and his
family. From 1973 to 1976 he was an elected trustee of the Village of
Monticello. Since 1985 Mr. Streisfeld has been a Rated Jeweler by the
Jewelers Board of Trade and a member of the Advertising Specialties Institute.
He is currently a member of the Sullivan County (NY) Chamber of Commerce, the
Sullivan County Action Committee and the Board of Directors of the New Hope
Community for Retarded Adults (Sullivan County, NY).
JOEL FLIG, a director of Meridian since August 1999, is the founder (1989)
and CEO of Financial Solutions Group, Ltd., a New York based company
engaged nationwide in placement of senior debt. Since 1998 he has been a
director of Sparta Surgical Supply Co. Prior to his current business entity,
Mr. Flig was a member of the Board of Directors and Executive Vice
President of Aspen Financial, Inc. (a bank holding company) and from 1981 to
September 1988 he was First Vice President of Union Chelsea National Bank
(NY). From 1977 through May 1981 he served in a variety of executive
capacities at Republic National Bank (NY) and began his banking career in the
Management Development program at Chase Manhattan Bank (NY) in 1974. Mr.
Flig received a B.B.A. degree in 1977 from the Bernard Baruch College of the
City of New York, and his MBA-Finance from St. John's University (NY).
PAUL M. GALANT was appointed by the new Board of Directors as Special Counsel in
February 1999, served as an officer and director of Meridian from August 1994
to February 24, 1999 and was elected to Meridian's Board of Directors in August
1999. Between 1975 and 1997, Mr. Galant was a registered NASD General Securities
Principal. He has been a business development consultant since 1970. He has
served as an officer and director of various development stage companies,
including Deerfield Financial Services, Inc. and www.eBIZnet.com, Inc., and is
the founder and currently serves as an officer and director of NetWeb
Online.Com, Inc. He was a practicing attorney in the State of New York
from 1966 to 2000. Between 1975 and 1986, Mr. Galant was a founding partner
and general principal of a Long Island (NY) based full service brokerage firm.
Subsequently, he was cofounder, and officer and/or a registered principal of
several NASD member securities/brokerage firms in the New York metropolitan
area. Since 1981 he has served as President of PR Sources, Inc., a private
entity engaged in corporate development services. From 1966 through 1968 he
served in the U.S. Army. Mr. Galant is a 1965 graduate of Brooklyn Law
School (J.D.), and received a Bachelor of Business Administration degree from
Adelphi University in 1962.
STEVEN KREUSCHER joined the Company in March 2000 as Senior Vice President of
Sales. Prior to joining the Company, Mr. Kreuscher served in increasingly
responsible positions at Yoo-hoo Chocolate Beverage Company/Austin Nichols &
Co., Soft Drinks from 1986 until 1999. While representing Yoo-hoo, Mr.
Kreuscher was promoted from District Sales Manager NY/NJ to Divisional Sales
Manager Northeast to National Accounts Manager. Mr. Kreuscher received his MBA
in 1997 at Dowling College (NY). In 1986, he received a Bachelor of Science
degree in marketing from St. John's University (NY).
DAVID RAVICH is a nominee for a vacant seat on the Board of Directors. He has
been a practicing attorney in New Jersey since 1954. From 1966 until his recent
retirement, he was the senior and founding partner of Ravich, Koster, Tobin,
Oleckman, Reitman & Greenstein, P.A., located in Rahway, New Jersey. Mr. Ravich
received his undergraduate degree from the University of Pennsylvania and his
law degree from the Rutgers University School of Law.
RONALD SHAPSS, a director of Meridian since August 1999, is the founder of
Ronald Shapss Corporate Services, Inc. (RSCS) a company engaged in consolidating
fragmented industries since 1992. RSCS was instrumental in facilitating the
roll-up of several companies into such entities as U.S. Delivery, Inc.
and Consolidated Delivery & Logistics, Inc. Mr. Shapss was also the founder
of Coach USA, Inc. and, from 1997 to 1999, served on the advisory boards of
Consolidated Partners Founding Fund, LLC and 1+ USA, Inc., which founded
Advanced Communications Group, Inc. (now Worldpages.com), an Internet directory
whose shares trade on the New York Stock Exchange. From 1997 until
1999, he was a consultant and a member of the Board of Directors of
Frontline Communications Corporation (NASDAQ: FCC). Mr. Shapss is a member of
the New York Bar, having graduated from Brooklyn Law School.
There are no family relationships between any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
----------------------------------------------------------------
The Company has no matters required to be disclosed under this
section.
10
<PAGE>
COMPENSATION OF DIRECTORS AND
OFFICERS
DIRECTOR COMPENSATION
Directors of the Company received a fee of $1,500 for each Board of
Directors meeting attended in 1999. In addition, Directors were reimbursed for
any of their travel expenses to and from such meetings.
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's last fiscal year,
the annual and long-term compensation of those persons who were, at December 31,
1999, the two Executive Officers of the Company. The Company paid no
compensation to Executive Officers prior to January 1, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
-------------------- ------------
All Other
Name and Fiscal Salary Bonus Options Compensa-
Principal Position Year ($) ($) (#) tion
------------------ ------- ------- ------ ------- ----------
<S> <C> <C> <C> <C> <C>
Mark Streisfeld 1999 $125,000 -- -- $1,500
President
Alan Posner 1999 $125,000 -- -- $1,500
CEO and Chairman
All Directors and
Executive Officers
as Group (5 Persons) 1999 $250,000 -- -- $7,500
</TABLE>
11
<PAGE>
MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Incorporated by reference to Item 6(d)(1),(2) of Company's Form 10-KSB
filed April 12, 2000 and Item 2 of Company's Form 10-QSB filed May 15, 2000.
FINANCIAL AND OTHER INFORMATION
-------------------------------
Incorporated by reference to Part F/S of Company's Form 10-KSB filed
April 12, 2000 and Part I, Item 1 of Company's Form 10-QSB filed May 15, 2000.
12
<PAGE>
PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
ELECTION OF DIRECTORS
(PROPOSAL 1 ON THE PROXY FORM)
Nominees
--------
The Amended and Restated By-Laws provide that the Board of Directors
is to consist of not less than five (5) and not more than nine (9) members, with
the actual number to be set from time to time by a majority of the Board of
Directors. The Board of Directors has fixed the number of directors at seven
(7).
At the Annual Meeting, six (6) persons will be elected to the Board of
Directors to serve until the next annual meeting and until their respective
successors are duly elected and qualified. The persons named in the
accompanying form of proxy, unless otherwise instructed, intend to vote the
shares of Common Stock covered by valid proxies FOR the election of the six (6)
persons named below, each of whom has been nominated by the Board of Directors
for election to the Board of Directors. Proxies cannot be voted for a greater
number of persons than the number of nominees. Information concerning each of
the nominees is set forth in this Proxy Statement under the heading "Directors
and Executive Officers." Each of the nominees has indicated that he is able and
willing to serve as a director. In the event that any of such persons is unable
or unwilling to continue to be available for election, the persons named in the
accompanying form of proxy will have discretionary power both to vote for a
substitute and to vote or withhold their vote for any additional nominees named
by shareholders. There are no circumstances presently known to the Board of
Directors which would render any of the following persons unavailable or
unwilling to continue to serve as a director, if elected. The election of
directors requires the affirmative vote by the holders of a plurality of the
shares of Common Stock represented at the Annual Meeting and entitled to vote.
Nominees to the Board of Directors
Joel Flig
Paul M. Galant
Alan Posner
David Ravich
Ronald Shapss
Mark Streisfeld
The affirmative vote of the majority of the Common Stock present in
person or by proxy of the Annual Meeting is required to elect each of the
Directors. In determining whether a nominee for director has received the
requisite number of affirmative votes, abstentions and broker non-votes will not
be counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE-NAMED NOMINEES.
13
<PAGE>
AMENDMENT TO 1999 STOCK INCENTIVE PLAN
--------------------------------------
(PROPOSAL 2 ON THE PROXY FORM)
The 1999 Stock Incentive Plan, as approved by the shareholders of the
Company at the 1999 Annual Meeting of Stockholders, provides for a maximum grant
of 100,000 options under the Plan. The Board has determined, subject to
ratification by the shareholders of the Company at the Annual Meeting, that the
number of options available to be granted under the Plan should be increased to
a maximum of 1,000,000 and the maximum number of incentive options granted to
any one individual under the plan in any five consecutive year period should be
increased to 100,000. The Board believes that the amendment is necessary to
enable the Company to compensate its current and future employees with non-cash
compensation, that would provide an incentive to continue or accept work for the
financial success of the Company and encourage them to remain employed or accept
new employment with the Company. The relevant section of the 1999 Plan, as it
would be amended by the proposed amendment, is attached hereto as Appendix A.
The affirmative vote of the majority of the Common Stock present in
person or by proxy at the Annual Meeting is required to satisfy the proposed
amendment. A copy of the proposed Amended Stock Incentive Plan is annexed to
this Proxy Statement. In determining whether the proposal has received the
requisite number of affirmative votes, abstentions and broker non-votes will not
be counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2.
14
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL 3 ON THE PROXY FORM)
The Board of Directors, upon the recommendation of the Audit
Committee, has selected, subject to ratification by the shareholders of the
Company at the Annual Meeting, the firm of Feldman, Sherb, Horowitz & Co, P.C.
as the independent auditors for the Company to audit the Company's financial
statements for its fiscal year ending December 31, 2000. Feldman, Sherb,
Horowitz & Co., P.C. has served as the independent auditors for the Company
since 1999. Feldman, Sherb, Horowitz & Co., P.C. does not have any direct
financial interest or any material indirect financial interest in the Company.
Assuming a quorum is present, the affirmative vote by the holders of a majority
of shares represented at the Annual Meeting will be required to ratify the
selection of Feldman, Sherb, Horowitz & Co., P.C. as the Company's independent
auditors for the fiscal year ending December 31, 2000. A representative of
Feldman, Sherb, Horowitz & Co., P.C. is expected to be present at the Annual
Meeting. Such representative will have the opportunity to make a statement if
he or she desires to do so, and will be available to respond to appropriate
questions.
During the two most recent fiscal years, the Company has not consulted
with Feldman, Sherb, Horowitz & Co., P.C. regarding the subject matter of a
disagreement regarding a reportable event or the application of accounting
principles to any specified transaction or the type of audit opinion that might
be rendered on the Company's financial statements during the period from January
1, 1998 through December 31, 1999.
The affirmative vote of the majority of the Common Stock present in
person or by proxy at the Annual Meeting is required to satisfy the proposed
amendment. A copy of the proposed Amended Stock Option Plan is annexed to this
Proxy Statement. In determining whether the proposal has received the requisite
number of affirmative votes, abstentions and broker non-votes will not be
counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 3.
15
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
--------------------------------------
(PROPOSAL 4 ON THE PROXY FORM)
The Company's Articles of Incorporation currently provide that the
Company's authorized capital consists of 21,000,000 shares, of which 20,000,000
are designated as Common Stock, $.001 par value, and 1,000,000 are designated as
Preferred Stock. The Board has designated 3,500 shares of Preferred as Series I
Preferred Stock, par value $1.00, and 8,500 shares of Preferred as Series II
Convertible Preferred Stock, par value $.01. The remaining Preferred Stock has
not been designated, but has a par value of $1.00 per share.
The Board has determined, subject to ratification by the shareholders
of the Company at the Annual Meeting, that the authorized capital of the Company
should be increased to 41,000,000 shares, of which 40,000,000 will be designated
as Common Stock, $.001 par value. The proposed increase will not affect the
number or designation of the Preferred Stock.
The purpose of the proposed Amendment is to allow the Board to have a
sufficient number of shares of authorized and unissued Common Stock, which can
be issued in connection with such corporate purposes as may, from time to time,
be considered advisable by the Board. Having such shares available for issuance
in the future will give the Company greater flexibility and will allow such
shares to be issued as determined by the Board without the expense and delay of
a special stockholders' meeting to approve such additional authorized capital
stock. Such corporate purposes could include, without limitation: the issuance
of shares in connection with acquisitions, the issuance of shares in connection
with stock splits or stock dividends, the issuance of shares upon exercise of
stock options or warrants and the issuance of shares in connection with equity
financings.
The increase in authorized Common Stock will not have any immediate
effect on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by the Articles of
Incorporation and applicable laws and regulations.
To the extent that the additional shares are issued in the future,
they will decrease the existing stockholders' percentage equity ownership and,
depending upon the price at which they are issued as compared to the price paid
by existing stockholders for their shares, could be dilutive to the existing
stockholders. The holders of Common Stock have no preemptive rights to
subscribe for or purchase any additional shares of Common Stock that may be
issued in the future.
The affirmative vote of the majority of the Common Stock present in
person or by proxy at the Annual Meeting is required to satisfy the proposed
amendment. A copy of the proposed Amended Stock Option Plan is annexed to this
Proxy Statement. In determining whether the proposal has received the requisite
number of affirmative votes, abstentions and broker non-votes will not be
counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 4.
16
<PAGE>
SHAREHOLDERS' PROPOSALS FOR THE 2001 ANNUAL MEETING
A shareholder who desires to include a proposal in the proxy material
relating to the 2001 annual meeting of shareholders of the Company must submit
the same in writing, so as to be received at the principal executive office of
the Company (to the attention of the Secretary) on or before March 22, 2001, for
such proposal to be considered for inclusion in the proxy statement for such
meeting. Such proposal also must meet the other requirements of the Securities
and Exchange Commission (the "SEC") relating to shareholder proposals required
to be included in the Company's proxy statement.
OTHER MATTERS
The Board of Directors does not know of any other business to be
presented for consideration at the Annual Meeting. If other matters properly
come before the Annual Meeting, the persons named in the accompanying form of
proxy intend to vote thereon in accordance with their best judgment.
INCORPORATION BY REFERENCE
--------------------------
The responses to Item 13 (Financial and Other Information) are
incorporated by reference to the Item 6(d)(1) and 6(d)(2) and Part F/S of the
Company's Form 10KSB filed April 12, 2000 and Part I, Item 1 and Item 2 of the
Company's Form 10-QSB filed May 15, 2000.
The Company will furnish, without charge, to each person whose proxy
is being solicited, upon request, a copy of its Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 as filed with the SEC, including the
financial statements, notes to the financial statements and the financial
schedules contained therein (the "1999 Form 10-K"). Copies of any exhibits to
the 1999 Form 10-K also will be furnished to any such shareholder upon the
payment of a reasonable duplicating charge. Requests for copies of any such
materials should be directed to Meridian USA Holdings, Inc., (attention
Secretary), 3950 N.W. 2nd Avenue, Suite A-28, Boca Raton, FL 33431.
By Order of the Board of Directors
/s/ Alan Posner
----------------
Alan Posner
Secretary
July 21, 2000
17
<PAGE>
[FORM OF PROXY]
MERIDIAN USA HOLDINGS, INC.
3350 N.W. 2ND AVENUE
SUITE A-28
BOCA RATON, FL 33431
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF MERIDIAN USA HOLDINGS, INC.
The undersigned hereby appoints Alan Posner and Mark Streisfeld, and
each of them, with full power of substitution, the proxy or proxies of the
undersigned to vote all shares of Common Stock of Meridian USA Holdings, Inc.
(the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held at the Sheraton Boca Raton Hotel, 2000
N.W. 19th Street, Boca Raton, Florida at 12:00 p.m., local time on Thursday,
August 17, 2000, or at any postponement, adjournment or adjournments thereof
(the "Annual Meeting"), with the same force and effect as the undersigned might
or could do if personally present.
This proxy form, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS
PROXY FORM WILL BE VOTED FOR ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR
PROPOSALS 2, 3 AND 4 AND WILL GRANT THE PROXYHOLDERS DISCRETIONARY AUTHORITY TO
VOTE UPON SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE ANNUAL MEETING.
COMPANY PROPOSAL NUMBER 1: TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF
DIRECTORS, EACH FOR A TERM OF ONE YEAR AND
UNTIL THEIR RESPECTIVE SUCCESSORS ARE
DULY ELECTED AND QUALIFIED:
JOEL FLIG, PAUL M. GALANT, ALAN POSNER,
DAVID RAVICH, RONALD SHAPSS AND MARK
STREISFELD.
[ ] FOR all nominees [ ] AGAINST all nominees [ ] FOR all nominees
except the following
nominee(s)
____________________
COMPANY PROPOSAL NUMBER 2: TO AMEND THE COMPANY'S 1999 STOCK INCENTIVE
PLAN TO INCREASE AUTHORIZED OPTIONS GRANTED
THEREUNDER TO 1,000,000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
18
<PAGE>
COMPANY PROPOSAL NUMBER 3: TO RATIFY THE BOARD OF DIRECTORS' SELECTION OF
FELDMAN, SHERB, HOROWITZ & CO., P.C. AS THE
COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
COMPANY PROPOSAL NUMBER 4: TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE AUTHORIZED
COMMON STOCK TO 40,000,000 SHARES:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
19
<PAGE>
3
IN THEIR DISCRETION, THE PROXYHOLDERS ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE ANNUAL MEETING.
The undersigned hereby acknowledges prior receipt of a copy of the
Notice of Annual Meeting of Shareholders and Proxy Statement, each dated July
21, 2000, and the Annual Report to Shareholders for the fiscal year ended
December 31, 1999, and hereby revokes any proxy or proxies heretofore given.
This proxy may be revoked at any time before it is voted by delivering to the
Secretary of the Company either a written revocation of proxy or a duly executed
proxy bearing a later date, or by appearing at the Annual Meeting and voting in
person.
Date: ______________________, 2000
________________________________
Print Name of Shareholder or
Authorized Representative
________________________________
Signature of Shareholder or
Authorized Representative
Please sign exactly as name appears hereon. 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 signatory.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. IF YOU RECEIVE MORE THAN ONE PROXY, PLEASE SIGN AND RETURN ALL
PROXIES IN THE ACCOMPANYING ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED IN
PROPOSAL NUMBER 1 AND FOR PROPOSALS 2, 3 AND 4.
20
<PAGE>
2
APPENDIX A
----------
MERIDIAN USA HOLDINGS, INC.
AMENDED PROVISIONS TO THE
1999 STOCK INCENTIVE PLAN
Set forth below are the proposed modifications to the Meridian USA
Holdings, Inc. 1999 Stock Incentive Plan incorporating the amendment contained
in proposal 2:
"4. AWARDS.
(a) Types. Awards under the Plan shall be made with reference to shares of
Meridian common stock and may include, but need not be limited to, stock options
(including nonqualified stock options and incentive stock options qualifying
under Section 422 of the Code), stock appreciation rights (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents, stock awards, restricted stock, phantom stock, performance shares
or other securities or rights that the Board determines to be consistent with
the objectives and limitations of the Plan. The Board may provide for the
issuance of shares of Meridian common stock as a stock award for no
consideration other than services rendered or, to the extent permitted by
applicable state law, to be rendered. In the event of an award under which
shares of Meridian common stock are or may in the future be issued for any other
type of consideration, the amount of such consideration shall (i) be equal or
greater than to the amount (such as the par value of such shares) required to be
received by Meridian in order to assure compliance with applicable state law and
(ii) to the extent necessary to comply with Rule 16b-3 of the Exchange Act, be
equal to or greater than 50% of the fair market value of such shares on the date
of grant of such award. The Board may make any other type of award which it
shall determine is consistent with the objectives and limitations of the Plan.
(b) Performance Goals. The Board may, but need not, establish performance
goals to be achieved within such performance periods as may be selected by it in
its sole discretion, using such measures of the performance of Meridian and/or
its Affiliates as it may select.
(c) Rules and Policies. The Board may adopt from time to time written
rules and policies implementing the Plan. Such rules and policies may include,
but need not be limited to, the type, size and term of awards to be made to
participants and the conditions for the exercise or payment of such awards.
Rules relating to stock options and free-standing and tandem stock appreciation
rights (as distinguished from all other awards, including, without limitation,
warrants), attached hereto as Exhibit A, have been approved by the Board subject
to the approval of the Meridian stockholders. The rules set forth in Exhibit A
may be amended by the Board in accordance with the provisions and subject to
the limitations set forth in Section 10 of the Plan. The Board shall determine,
in its sole discretion, the extent to which rules and policies that it may adopt
in the future shall be subject to the approval of the Meridian stockholders
and/or limitations on the Board's authority to amend such rules or policies.
(d) Maximum Awards. An Eligible Participant may be granted multiple
awards under the Plan. The maximum number of shares of Meridian common stock
subject to awards of stock options, warrants and stock appreciation rights under
the Plan, both individually and in the aggregate with respect to each such type
of award, that may be granted during any period of five consecutive calendar
years to any one individual shall be limited to 100,000. To the extent required
by Section 162(m) of the Code, awards subject to the foregoing limit that are
canceled or repriced shall not again be available for award under this limit.
With respect to awards of stock, restricted stock, phantom stock, performance
shares or other forms of award conveying a similar economic benefit (but
excluding options, warrants and stock appreciation rights), the maximum number
of shares of Meridian common stock that may be awarded during any period of
five consecutive years to any one individual shall be 100,000 and the maximum
number of shares of that may be awarded to all participants under the Plan shall
be 1,000,000, in each such case on an individual and aggregate basis with
respect to each of such types of award.
5. SHARES OF STOCK SUBJECT TO THE PLAN.
The shares that may be delivered or purchased or used for reference
purposes under the Plan shall not exceed an aggregate of 1,000,000 shares of
Meridian Common Stock, par value $.001. Any shares subject to an award which
for any reason expires or is terminated unexercised as to such shares shall
again be available for issuance under the Plan."