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 [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[_] Definitive Additional Materials
SEAL HOLDINGS CORPORATION
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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):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
<PAGE>
SEAL HOLDINGS CORPORATION
5601 NORTH DIXIE HIGHWAY, SUITE 411
FORT LAUDERDALE, FLORIDA 33334 (954) 771-1772
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
You are invited to attend the 2000 Annual Meeting of Stockholders of Seal
Holdings Corporation (the "Company"), which will be held at the Cypress Creek
Westin Hotel, Board Room, Second Floor, 400 Corporate Drive, Fort Lauderdale,
Florida, 33334 on Wednesday, July 5, 2000, at 2:00 p.m., Florida time.
At the Annual Meeting, you will be asked to consider and approve the following:
1. To elect seven Directors to serve until the 2001 Annual Meeting of
Stockholders;
2. To amend the Company's Certificate of Incorporation in order to change
the name of the Company to Le@P Technology, Inc.;
3. To ratify Ernst & Young LLP as independent accountants for the fiscal
year ending December 31, 2000; and
4. To act upon any other matters properly coming before the Annual Meeting
or any adjournment thereof.
Attendance at the Annual Meeting is limited to Stockholders of record as of the
record date of June 20, 2000 (or their authorized representatives) and to guests
of the Company. If your shares are registered in your name and you plan to
attend the Annual Meeting, please mark the appropriate box on the enclosed Proxy
Card and you will be pre-registered for the Annual Meeting (if your shares are
held of record by a broker, bank or other nominee and you plan to attend the
meeting, you must also pre-register by returning the registration card forwarded
to you by your bank or broker). A list of the Stockholders entitled to vote at
the Annual Meeting may be examined by any Stockholder at the Company's corporate
offices at 5601 North Dixie Highway, Suite 411, Fort Lauderdale, Florida 33334.
The enclosed proxy is solicited by the Board of Directors of the Company. The
Notice of the Annual Meeting and Proxy Statement on the following pages contain
information concerning the business to be considered at the Annual Meeting.
Please give these proxy materials your careful attention. It is important that
your shares be represented and voted at the Annual Meeting regardless of the
size of your holdings. Your vote is important. Whether you plan to attend the
Annual Meeting or not, please complete, date, sign and return the enclosed Proxy
Card promptly. If you attend the Annual Meeting and prefer to vote in person,
you may do so. The return of the enclosed proxy card will not affect your right
to revoke your proxy or to vote in person if you do attend the Annual Meeting.
By order of the Board of Directors
Cecilio M. Rodriguez
Secretary/Treasurer
June 22, 2000
Fort Lauderdale, Florida
IN ORDER TO AVOID ADDITIONAL SOLICITING EXPENSE TO THE COMPANY, PLEASE SIGN,
DATE AND MAIL YOUR PROXY PROMPTLY IN THE RETURN ENVELOPE PROVIDED, EVEN IF YOU
PLAN TO ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS
USE AT THE ANNUAL MEETING BY GIVING WRITTEN NOTICE OF REVOCATION, BY SIGNING AND
DELIVERING TO THE SECRETARY OF THE COMPANY A PROXY BEARING A LATER DATE OR BY
PERSONALLY VOTING AT THE MEETING.
<PAGE>
2000 ANNUAL MEETING OF STOCKHOLDERS
OF
SEAL HOLDINGS CORPORATION
--------------------
PROXY STATEMENT FOR THE ANNUAL MEETING
--------------------
The 2000 Annual Meeting of Stockholders ("Annual Meeting") of Seal Holdings
Corporation ("Seal/Company") will be held at the Cypress Creek Westin Hotel,
Board Room, Second Floor, 400 Corporate Drive, Fort Lauderdale, Florida, 33334,
on Wednesday, July 5, 2000 at 2:00 p.m., Florida time, or at any adjournments or
postponements of the Annual Meeting.
We will begin sending this Proxy Statement, the attached Notice of Annual
Meeting and the enclosed Proxy Card on June 22, 2000 to all Stockholders
entitled to vote. Stockholders who owned Common Stock at the close of business
on June 20, 2000 (the "Record Date") are entitled to vote. On the Record Date,
there were [XX,XXX,XXX] shares of Common Stock outstanding. Seal's principal
executive offices are located at 5601 North Dixie Highway, Suite 411, Fort
Lauderdale, Florida 33334, telephone number (954) 771-1772.
WHY WAS THIS PROXY STATEMENT SENT?
This Proxy Statement and the enclosed Proxy Card were sent to you because the
Company's Board of Directors is soliciting proxies from Stockholders of the
Company's (i) Class A Common Stock, par value $.20 per share ("Class A Common
Stock") and (ii) Class B Common Stock, par value $.20 per share ("Class B Common
Stock", and together with Class A Common Stock, "Common Stock"), entitled to
vote at the Annual Meeting. There are (i) two classes of Common Stock: (A) Class
A Common Stock, and (B) Class B Common Stock, and (ii) one series of Preferred
Stock, with issued and outstanding shares, which is the Series B Preferred
Stock. The Class A Common Stock and the Class B Common Stock are each entitled
to vote at the Annual Meeting, as described herein. The Series B Preferred Stock
has no voting rights and is not entitled to vote at the Annual Meeting. This
Proxy Statement summarizes the information you need to know to vote
intelligently at the Annual Meeting. However, you do not need to attend the
Annual Meeting to vote your shares. Instead, you may simply complete, sign and
return the enclosed Proxy Card.
WHAT IS BEING VOTED ON?
The following proposals are being voted on at the Annual Meeting:
o To elect seven Directors to serve until the 2001 Annual Meeting of
Stockholders or until their respective successors are elected and qualified;
o To amend the Company's Certificate of Incorporation in order to change the
name of the Company to Le@P Technology, Inc.;
o To ratify Ernst & Young LLP as independent accountants for the Company for
the fiscal year ending December 31, 2000; and
o To act upon any other matters properly coming before the Annual Meeting or
any adjournment thereof.
WHO MAY VOTE?
Stockholders who owned Class A Common Stock and Class B Common Stock at the
close of business on June 20, 2000 (the Record Date) are entitled to vote at the
Annual Meeting.
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<PAGE>
HOW MANY VOTES DO I HAVE?
Each share of Class A Common Stock that you own entitles you to one vote.
Holders of Class B Common Stock are entitled to one vote for each share of Class
B Common Stock.
HOW MANY VOTES ARE NEEDED FOR A QUORUM?
As of June 20, 2000, the following shares were outstanding: (i) [XX,XXX,XXX]
shares of Class A Common Stock, and (ii) 25,000 shares of Class B Common Stock.
The Annual Meeting will be held if a majority of the outstanding shares of (i)
Class A Common Stock and (ii) Class B Common Stock entitled to vote is
represented at the Annual Meeting. This means that (i) _____ shares of Class A
Common Stock and (ii) 12,501 shares of Class B Common Stock are required for a
quorum. If you have returned the Proxy or attend the Annual Meeting in person,
your Company Stock will be counted for the purpose of determining whether a
quorum exists, even if you wish to abstain from voting on some or all matters
introduced at the Meeting. "Broker non-votes" also count for quorum purposes. If
you hold your Class A Common Stock through a broker, bank, or other nominee,
generally the nominee may only vote the Class A Common Stock which it holds for
you in accordance with your instructions. We do not count abstentions and
"broker non-votes" as votes for or against any proposal.
If a quorum is not present or represented at the Annual Meeting, the
Stockholders who do attend the Annual Meeting in person or who are represented
by proxy have the power to adjourn the Annual Meeting until a quorum is present
or represented. At any adjournment of the Annual Meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the original Annual Meeting.
HOW DOES A STOCKHOLDER VOTE BY PROXY?
Whether you plan to attend the Annual Meeting or not, we urge you to complete,
sign and date the enclosed Proxy Card and return it promptly in the envelope
provided. No postage is needed if the Proxy Card is mailed in the United States.
Returning the Proxy Card will not affect your right to attend the Annual Meeting
and vote. If you properly fill in your Proxy Card and send it to us in time to
vote, your "Proxy" (one of the individuals named on your Proxy Card) will vote
your shares as you have directed. If you sign the Proxy Card but do not make
specific choices, your Proxy will vote your shares as recommended by the Board
of Directors as follows:
o "FOR" electing seven Directors to serve until the 2001 Annual Meeting of
Stockholders or until their respective successors are elected and qualified;
o "FOR" changing the name of the Company to Le@P Technology, Inc.; and
o "FOR" ratifying Ernst & Young LLP as independent accountants for the Company
for the fiscal year ending December 31, 2000.
If any other matter is presented, your Proxy will vote in accordance with his or
her best judgment. At the time this Proxy Statement went to press, we knew of no
matter which needed to be acted upon at the Annual Meeting, other than those
discussed in this Proxy Statement.
MAY A PROXY BE REVOKED?
If you give a proxy, you may revoke it at any time before it is exercised. You
may revoke your proxy in one of three ways. First, you may send in another Proxy
with a later date. Second, you may notify Seal's Secretary in writing before the
Annual Meeting that you have revoked your Proxy. Third, you may vote in person
at the Annual Meeting.
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<PAGE>
HOW DOES A STOCKHOLDER VOTE IN PERSON?
If you plan to attend the Annual Meeting and vote in person, we will give you a
ballot when you arrive. However, if your shares are held in the name of your
broker, bank or other nominee, you must bring an account statement or letter
from the nominee indicating that you are the beneficial owner of the shares as
of June 20, 2000 (the Record Date).
<TABLE>
<CAPTION>
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
<S> <C>
Proposal 1:
Electing Seven Directors Although the holders of Class B Common Stock are entitled to elect a simple
majority (FOUR) of the Board of Directors and holders of the Class A Common
Stock are entitled to elect the remaining Directors the holder of the Class B
Common Stock has consented to the election of four Class A Directors and three
Class B Directors for purposes of this Annual Meeting only. Accordingly, the
holders of Class B Common Stock will be entitled to elect four directors and the
holders of Class A Common Stock will be entitled to elect three directors at the
Annual Meeting. The holder of the Class B Common Stock has retained the right to
call at anytime a special meeting of the holders of Class B Common Stock for the
purpose of electing that number of additional Class B Directors (two) as would
thereafter result in the Class B Directors constituting a simple majority of the
Board of Directors. The persons nominated as the "Class A Directors", will be
elected if they receive the affirmative vote of a plurality of the outstanding
shares of Class A Common Stock. Similarly, the "Class B Directors" will be
elected if they receive the affirmative vote of a plurality of the outstanding
shares of Class B Stock. "Plurality" means that individuals who receive the
largest number of votes cast are elected as directors up to the maximum number
of directors to be elected. Cumulative voting is not permitted. If you do not
vote for a particular nominee, or you indicate "withhold authority to vote" for
a particular nominee on your proxy card, your vote will not count either "for"
or "against" the nominee. A "broker non-vote" will also have no effect on the
outcome since only a plurality of votes actually cast is required to elect a
Director.
Proposal 2:
Change in Name
of Company The affirmative vote of a majority of the votes cast by the holders of the Class
A Common Stock and Class B Common Stock, voting together as a single class, at
the Annual Meeting is required to approve the change in the name of the Company
to "Le@P Technology, Inc.". Although a vote to "abstain" is counted as neither a
vote for or against the proposal if you "abstain" from voting, it has the same
practical effect as if you voted "against" this proposal. Broker non-votes will
have no effect on the votes.
Proposal 3:
Ratify Selection
of Accountants The affirmative vote of a majority of the votes cast by the holders of the Class
A Common Stock and Class B Common Stock, voting together as a single class, at
the Annual Meeting is required to ratify and approve the appointment of Ernst &
Young LLP as the Company's independent accountants for the fiscal year ended
December 31, 2000. Although a vote to "abstain" is counted as neither a vote for
or against the proposal, if you "abstain" from voting, it has the same effect as
if you voted "against" this proposal. Broker non-votes will have no effect on
the votes.
</TABLE>
4
<PAGE>
IS VOTING CONFIDENTIAL?
Yes. Proxy Cards, ballots and voting tabulations that identify individual
Stockholders are confidential. Only the inspectors of election and certain Seal
employees associated with processing Proxy Cards and counting the votes have
access to your card. Additionally, all comments directed to Seal management
(whether written on the Proxy Card or elsewhere) remains confidential, unless
you ask that your name be disclosed.
WHO PAYS THE COST OF SOLICITING THE PROXIES?
The Company will pay the cost of this proxy solicitation, which includes
preparing, assembling and mailing the Notice of Annual Meeting, the Proxy
Statement and the Proxy Card. We will, upon request, reimburse brokers, banks
and other nominees for their expenses in sending proxy material to their
principals and obtaining their proxies.
HOW DOES A STOCKHOLDER OBTAIN A COPY OF THE ANNUAL REPORT?
A COPY OF OUR ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1999 IS ENCLOSED
ALONG WITH THIS PROXY STATEMENT.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of May 31, 2000, the Common Stock owned
beneficially by (i) each Director of the Company, (ii) each Executive Officer,
(iii) all Directors and Executive Officers as a group, and (iv) each person
known by the Company to be the "beneficial owner" of more than five percent (5%)
of such Common Stock. "Beneficial ownership" is a technical term broadly defined
by the Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Common Stock not only if you
hold it directly, but also if you indirectly (through a relationship, a position
as a Director or trustee, or a contract or understanding), have (or share the
power to vote the stock, or sell it) the right to acquire it within 60 days.
Except as disclosed in the footnotes below, each person has sole voting and
investment power over his or her shares. As of May 31, 2000, there were
32,838,347 shares of Class A Common Stock issued and outstanding and 1,526
holders of record, and 25,000 shares of Class B Common Stock issued and
outstanding and one holder of record. In addition, there are 2,170 shares of
Series B Preferred Stock issued and outstanding and one holder of record.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME (1) CURRENT TITLE OWNED OWNED TITLE OF CLASS
<S> <C> <C> <C> <C>
M. Lee Pearce, M.D. Class B Director, 32,073,180 (2) 94.41% Class A Common Stock
Chairman of the Board 25,000 (3) 100.00% Class B Common Stock
of Directors 2,170 (8) 100.00% Series B Preferred Stock
Robert G. Tancredi, M.D. Class B Director, 2,150,000 6.52% Class A Common Stock
(4) Chief Executive Officer
Timothy C. Lincoln Class B Director 103 0.00% Class A Common Stock
Laurence B. Brody, D.D.S. Class A Director 0 0.00%
Thomas M. Ferguson (5) Class A Director 1,072,675 3.19% Class A Common Stock
John J. Rydzewski (6) Class A Director 328,279 1.00% Class A Common Stock
Jose B. Valle Class A Director 1,200 0.00% Class A Common Stock
Cecilio M. Rodriguez (7) Treasurer and Secretary 125,000 0.38% Class A Common Stock
All Directors and 33,749,334 96.30% Class A Common Stock
Executive Officers as a 25,000 100.00% Class B Common Stock
Group (6 Persons) 2,170 100.00% Series B Preferred Stock
</TABLE>
1. The address for each of the persons and entities listed above is 5601
N. Dixie Highway, Suite 411, Fort Lauderdale, Florida 33334.
6
<PAGE>
2. The shares beneficially owned by Dr. Pearce (i) include 28,239,847
shares of Class A Common Stock, which are owned by the M. Lee Pearce
1998 Irrevocable Trust of which Dr. Pearce is the 100% beneficial
owner, (ii) include 2,000,000 shares of Class A Common Stock which are
owned by PearTan, LLC of which Dr. Pearce is a member. (Dr. Pearce and
Dr. Tancredi share voting power on all of the shares owned by PearTan;
provided, however, that if they are unable to agree on any such vote,
then Dr. Tancredi has the right to direct the vote of 700,000 of such
shares and Dr. Pearce has the right to direct the vote of the balance
of 1,300,000 of such shares), (iii) include 700,000 shares of Class A
Common Stock which are owned by Broward Trading Corporation of which
Dr. Pearce is the sole shareholder, and (iv) include warrants to
purchase 1,133,333 shares of Class A Common Stock. The calculation of
Dr. Pearce's beneficial ownership percentage does not take into account
the exercise of options held by third parties, including options held
by other officers and directors.
3. The shares are owned by Lauderdale Holdings, Inc., a Florida
corporation of which Dr. Pearce is the sole shareholder.
4. Includes (i) vested options to purchase up to 150,000 shares of Class A
Common Stock, out of a total option grant of 450,000 shares, and (ii)
2,000,000 shares held by PearTan, LLC, of which Dr. Tancredi is a
member. Dr. Pearce and Dr. Tancredi share voting power on all of the
shares owned by PearTan; provided, however that, if they are unable to
agree on any such vote, then Dr. Tancredi has the right to direct the
vote of 700,000 of such shares and Dr. Pearce has the right to direct
the vote of the balance of 1,300,000 of such shares. The calculation of
Dr. Tancredi's beneficial ownership percentage does not take into
account the exercise of options and warrants held by third parties,
including options and warrants held by other officers and directors.
5. Includes (i) options to purchase up to 800,000 shares of Class A Common
Stock, all of which are fully vested and exercisable, and (ii) 157,675
shares held by First Magnum Corporation and (iii) 115,000 shares held
by Mr. Ferguson. As sole stockholder of First Magnum Corporation, Mr.
Ferguson has voting and investment power over First Magnum
Corporation's shares of Common Stock of the Company. The calculation of
Mr. Ferguson's beneficial ownership percentage takes into account his
exercise of outstanding options. Such calculation does not take into
account the exercise of options and warrants held by third parties,
including options and warrants held by other officers and directors.
6. The calculation of Mr. Rydzewski's beneficial ownership percentage does
not take into account the exercise of outstanding options and warrants
held by third parties, including options and warrants held by other
officers or directors.
7. Includes vested options to purchase up to 125,000 shares of Class A
Common Stock, out of a total option grant of 450,000. The calculation
of Mr. Rodriguez's beneficial ownership percentage does not take into
account the exercise of options and warrants held by third parties,
including options and warrants held by other officers or directors.
8. These shares are held by the M. Lee Pearce 1998 Irrevocable Trust of
which Dr. Pearce is the 100% beneficial owner.
7
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors has selected the following persons as nominees for
election to the Board of Directors. Holders of Class A Common Stock may withhold
authority to vote for the Class A nominees. The officers and directors of LHI,
the holder of all of the outstanding shares of Class B Common Stock and the only
stockholder to vote for the slate of Class B Directors, has indicated that LHI
intends to vote "FOR" electing the slate of Class B Directors. Although
management has no reason to believe that the nominees will be unable or
unwilling to serve, if any nominee withdraws or otherwise becomes unavailable to
serve, the proxyholders will vote for any substitute nominee designated by the
Board of Directors. Certain information concerning the nominees is provided
below.
<TABLE>
<CAPTION>
NOMINEES FOR CLASS A DIRECTORS
NAME AGE POSITION SINCE
<S> <C> <C> <C>
Thomas M. Ferguson 60 Class A Director April 2, 1999 (1)
John J. Rydzewski 47 Class A Director April 2, 1999
Jose B. Valle 52 Class A Director
Laurence B. Brody, DDS 68 Class A Director
</TABLE>
(1) Mr. Ferguson served as a Class B Director from February 1997 to April
2, 1999.
THOMAS M. FERGUSON has served as a Class A Director of the Company since April
1999. Mr. Ferguson was the Company's Chairman of the Board and a Class B
Director from February 7, 1997 to April 2, 1999, and President and Chief
Executive Officer of the Company from August 14, 1996 to April 2, 1999. Since
1992, he has been a Director, Chairman and President of First Stanford
Corporation, a private advisory company engaged in providing services
principally with respect to maritime transactions and the development of
strategic business and financial plans for national and international companies.
Mr. Ferguson serves as a director of Camber Companies, LLC. Mr. Ferguson is the
sole stockholder, officer and Director of First Magnum Corporation. Mr. Ferguson
received a Bachelor of Arts degree from Florida State University.
JOHN J. RYDZEWSKI has served as a Class A Director of the Company since April
1999. Since 1993, Mr. Rydzewski has been an investment banker specializing in
health care finance and has been a principal of Benedetto, Gartland & Company,
Inc., an investment banking firm. Mr. Rydzewski was previously a Vice President
in the Health Care Finance Group of Kidder, Peabody & Co. and a manager at Price
Waterhouse & Co. Mr. Rydzewski previously served as Chairman of the Board of ARV
Assisted Living, Inc. and as a director of United Medical and Maxim Healthcare
Corporations. Mr. Rydzewski received a Master of Business Administration Degree
and a Bachelor of Science Degree from the Wharton School of the University of
Pennsylvania. Mr. Rydzewski has also been a Director of Healthology, Inc. since
March 2000.
JOSE B. VALLE has been a senior executive in the banking industry since 1972.
From January 1997 to the present he has been a Senior Vice President of Bank of
America, Florida. Prior to this position, from April 1991 to October 1996, Mr.
Valle served first as CFO and later as CEO of Bank of North America. Until its
sale in October 1996 to BankAtlantic, Bank of North America was formerly
controlled by Dr. Pearce. From October 1996 to January 1997, Mr. Valle served as
President of the Dade County, Florida operations of BankAtlantic. Mr. Valle is
active in numerous civic, charitable and professional organizations in South
Florida. Mr. Valle received a Bachelor in Accounting from the University of
Florida and is a Certified Public Accountant.
8
<PAGE>
LAURENCE B. BRODY, DDS has over 25 years of experience as an entrepreneur and
senior executive, principally in the healthcare field. Since 1996 to present,
Dr. Brody has served as President and CEO of ConsoliDent, Inc. based in South
Florida. Dr. Brody formed and developed ConsoliDent, Inc., a dental information
management company, to acquire the assets and manage the financial business
activities of dental offices. In 1995, Dr. Brody served as President and CEO of
MIDA Dental Plans, and was responsible for its sale in December 1995 to United
Concordia. From September 1994 to March 1995, Dr. Brody served as a consultant
to AESGEN, a start-up generic pharmaceutical venture created by Mayo Medical
Ventures, a unit of the Mayo Clinic and Applied Analytical Industries, a
pharmaceutical development company. Dr. Brody serves on the Board of Overseers
at the University of Pennsylvania School of Dental Medicine, and is an Associate
Professor of the University of Pennsylvania School of Dental Medicine and Nova
Southeastern College of Dental Medicine. Dr. Brody has served as an advisor to
the insurance departments in Florida, New Jersey, Maryland, Delaware and
Pennsylvania.
<TABLE>
<CAPTION>
NOMINEES FOR CLASS B DIRECTORS
NAME AGE POSITION SINCE
<S> <C> <C> <C>
M. Lee Pearce, M.D. 69 Chairman of the Board, April 5, 1999
Class B Director April 5, 1999
Robert G. Tancredi, M.D. 62 Chief Executive Officer, April 15, 1999
Class B Director April 2, 1999
Timothy C. Lincoln 40 Class B Director
</TABLE>
M. LEE PEARCE, M.D. has served as a Class B Director and Chairman of the Board
of Directors and a principal stockholder of the Company since April 1999. Dr.
Pearce has over 40 years of experience in the health care industry. For the
majority of his health care career, he has been the Chairman and Chief Executive
Officer of health care services companies which he founded. From February 1993
to January 1997, Dr. Pearce served as a Director of OrNda Health Corporation
("OrNda") (NYSE:ORN), the then third largest investor-owned hospital management
system in the United States which operated 48 acute care medical-surgical
hospitals, ambulatory surgical centers, numerous outpatient and specialty
clinics. From 1989 to February 1997, he served as a Director of IVAX Corporation
(AMEX:IVX), a manufacturer of pharmaceuticals, personal care products and
diagnostic devices. In 1991, entities in which Dr. Pearce was a substantial
owner included Golden Glades Regional Medical Center in Miami, Florida which was
later restructured and sold. From 1987 through 1989, Dr. Pearce was at first a
significant shareholder (1987) and then a Director (1988) of American Medical
International, Inc. (NYSE: AMI). Between 1969 and 1985, he was the Chairman and
Chief Executive Officer of American Hospital Management Corp., the operating
management company of American Hospital of Miami and North Ridge Medical Center
(two hospitals which he founded, developed and which were sold to AMI in 1985).
Dr. Pearce is a member of the Board of Fellows of the Harvard Medical School and
serves as a pro-bono consultant to the Mayo Foundation and the Mayo Medical
Ventures. He also serves on the Board of Trustees of the University of Miami
where he is also a member of the George E. Merrick Society. In addition to Dr.
Pearce's medical degrees, he also received a J.D. degree from the University of
Miami. He has been a fellow of the American College of Legal Medicine for over
30 years. He is also a member of the Dade County Medical Association, Florida
Medical Association, American Medical Association as well as a member of the
Dade County Bar, Florida Bar and American Bar Association.
9
<PAGE>
ROBERT G. TANCREDI, M.D. has served as a Class B Director and Chief Executive
Officer of the Company since April 1999. Dr. Tancredi has also served as the
Chief Executive Officer and as a Manager of OH, Inc., a wholly owned subsidiary
of the Company since April 1999. From 1985 to 1992, Dr. Tancredi was a member of
the Board of Governors of the Mayo Clinic, Rochester, Minnesota. From 1985 to
1996, Dr. Tancredi was a member of the Board of Trustees of the Mayo Foundation.
From 1987 to 1992, Dr. Tancredi was a member of the Board of Trustees of the
American College of Cardiology. From December 1991 until his retirement as of
December 31, 1996, Dr. Tancredi was Chairman of the Board of Governors of the
Mayo Clinic, Scottsdale, Arizona. From October 1997 until April 2, 1999, Dr.
Tancredi provided consulting services to certain affiliates of the Company and
of Dr. Pearce. Dr. Tancredi has also been a Director of Healthology, Inc. since
March 2000.
TIMOTHY C. LINCOLN is currently legal counsel for Marquette Realty, Inc. where
he has served in various management roles since September 1995. Marquette
Realty, Inc. manages a number of entities that M. Lee Pearce, M.D., the
Company's Chairman of the Board and its majority stockholder, is the beneficial
owner. Mr. Lincoln also serves as a director for a number of entities which are
directly or indirectly owned by Dr. Pearce. From 1993 to 1996, Mr. Lincoln
served as a mortgage loan officer for the Bank of North America. Bank of North
America was formerly controlled by Dr. Pearce. Mr. Lincoln received a Master of
Business Administration Degree in Marketing from the University of New Mexico
and received a J.D. degree from the University of Miami School of Law. Mr.
Lincoln is a member of the Florida Bar.
All Class A Directors are elected by holders of the Class A Common Stock and all
Class B Directors are elected by holders of the Class B Common Stock at the
Annual Meeting of the Stockholders of the Company and hold office following
election or until their successors are elected and qualified. The Company's
bylaws permit the Board of Directors to fill any vacancy and such Director may
serve until the next annual meeting. The officers of the Company are appointed
by and serve at the discretion of the Company's Board of Directors.
To the best knowledge of the Company, other than as stated above, no Director of
the Company is a Director of any other company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of that Act or any company registered under
the Investment Company Act of 1940.
There are no family relationships between any of the Company's Executive
Officers and Directors.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors held four meetings during the year ended
December 31, 1999. At December 31, 1999, the Company had a Compensation
Committee consisting of Thomas M. Ferguson and John J. Rydzewski. During 1999,
the Compensation Committee did not meet. The Compensation Committee reviews
existing and proposed compensation plans, programs and arrangements both for
officers of the Company and for certain non-officer employees. The Committee
also grants stock options and awards restricted stock to key employees,
including officers and members of the Board, in accordance with the terms of the
Company's stock option plans. The full Board of Directors, and not the
Committee, is authorized to grant or award compensation, options or restricted
stock to any officer or employee who is also a Director and a member of the
Compensation Committee.
The Company's Audit Committee consists of Thomas M. Ferguson and John J.
Rydzewski, each of whom are outside Directors, as members of both the Company's
Compensation Committee and Audit Committee. The Audit Committee will review the
scope of the accountants' engagement, including the remuneration to be paid, and
will review the independence of the accountants. The Audit Committee, with the
assistance of the Company's Treasurer and Chief Financial Officer and other
appropriate personnel, will review the Company's annual financial statements and
the independent auditor's report, including significant reporting and
operational issues; corporate policies and procedures as they relate to
accounting and financial reporting and financial controls; litigation in which
the Company is a party; and use by the Company's Executive Officers of expense
accounts and other non-monetary perquisites, if any. The Audit Committee may
direct the Company's legal counsel, independent auditors and internal audit
staff to inquire into and report to it on any matter having to do with the
Company's accounting or financial procedures or reporting.
10
<PAGE>
The Company has no standing Nominating Committee.
No Director attended fewer than 75% of the meetings of the Board of Directors or
of any committee on which such Director served during the year ended December
31, 1999.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" ELECTING THE SLATE OF FOUR
CLASS A DIRECTORS AND THREE CLASS B DIRECTORS TO SERVE UNTIL THE 2001 ANNUAL
MEETING OF STOCKHOLDERS OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED
AND QUALIFIED
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions held with respect
to each Executive Officer of the Company as of May 31, 2000. Certain
biographical information concerning Dr. Tancredi is presented under "Election of
Directors."
<TABLE>
<CAPTION>
NAME AGE POSITION SINCE
<S> <C> <C> <C>
Robert G. Tancredi, MD 62 Chief Executive Officer, April 15, 1999
Class B Director April 2, 1999
Cecilio M. Rodriguez 40 Treasurer, April 2, 1999
Secretary April 2, 1999
</TABLE>
CECILIO M. RODRIGUEZ, CPA has served as the Secretary and Treasurer of the
Company since April 1999. Mr. Rodriguez has served as an executive officer of a
number of the Company's subsidiaries since January 1998. From October 1996 to
January 1998, Mr. Rodriguez served as Senior Vice President and Chief Financial
Officer of First Financial Acceptance, Inc., a consumer finance company. From
April 1991 until its sale in October 1996, Mr. Rodriguez was a Senior Vice
President and Chief Financial Officer of Bank of North America. Bank of North
America was controlled by Dr. Pearce. Mr. Rodriguez has been licensed in Florida
as a Certified Public Accountant since 1982.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information for the years
indicated concerning the compensation awarded to, earned by, or paid to (i)
those persons serving as the Company's Chief Executive Officer during the 1999
fiscal year, (ii) the other four most highly compensated Executive Officers of
the Company who were serving as such at December 31, 1999, and (iii) up to two
additional individuals who had served as an Executive Officer of the Company
during the 1999 fiscal year but who were not Executive Officers at December 31,
1999, except that persons referred to in clauses (ii) and (iii) above generally
are not included in the table if they received total annual salary and bonus of
$100,000 or less for 1999. The persons named in this table are collectively
referred to as the "Named Executive Officers."
11
<PAGE>
<TABLE>
<CAPTION>
CASH COMPENSATION
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- ---------------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION ($)(3) OPTIONS/SARS (#)
<S> <C> <C> <C> <C> <C>
Robert G. Tancredi, MD (1)(4) 1999 228,846 -0- 77,000 -0-
President and 1998 0 -0- -0- -0-
Chief Executive Officer 1997 0 -0- -0- -0-
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- ---------------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION ($)(3) OPTIONS/SARS (#)
<S> <C> <C> <C> <C> <C>
Thomas M. Ferguson (2) 1999 70,530 -0- 142,000 -0-
Chairman, President and 1998 26,529 -0- 3,171 445,000
Chief Executive Officer 1997 64,000 -0- 3,171 355,000
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- ---------------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION ($)(3) OPTIONS/SARS (#)
<S> <C> <C> <C> <C> <C>
Cecilio M. Rodriguez 1999 112,500 -0- -0- -0-
Chief Financial Officer 1998 0 -0- -0- -0-
1997 0 -0- -0- -0-
</TABLE>
(1) Dr. Tancredi was appointed President and CEO of the Company on April
15, 1999.
(2) Mr. Ferguson was appointed President and CEO of the Company on August
14, 1996 and resigned as President and CEO effective April 2, 1999.
From April 2, 1999 to April 1, 2000, Mr. Ferguson provided certain
advisory services to the Company pursuant to an employment agreement.
Mr. Ferguson continues to serve as a Class A Director.
(3) Except for stock options issued pursuant to the Company's 1996, 1997,
1998 and 1999 Stock Option Plans, the Company has not provided any
long-term compensation plan, stock appreciation rights, defined benefit
or actuarial plan. Except pursuant to the employment agreement with Dr.
Tancredi described below, the Company does not have any employment
contract or termination of employment or change in control agreements
with its Named Executive Officers.
(4) Dr. Tancredi is a member of PearTan LLC of which he and Dr. Pearce are
the sole members. PearTan owns 2,000,000 shares of the Company's Class
A Common Stock. Pursuant to the applicable governing documents of
PearTan, upon any liquidation of PearTan (including the sale of the
foregoing 2,000,000 shares) and after return of the members' respective
capital contributions, Dr. Tancredi is entitled to receive from the
proceeds of liquidation an amount which effectively gives him certain
economic rights to 300,000 shares plus up to an additional 800,000
shares, subject to vesting. Subject to the satisfaction of certain
vesting criteria, Dr. Tancredi's rights in the foregoing 800,000 shares
vest at the rate of 200,000 per year on each April. As of December 31,
1999, a total of 200,000 of such shares had vested.
12
<PAGE>
OPTION GRANTS DURING 1999
There were no grants of options during 1999.
EMPLOYMENT CONTRACTS
The Company has an employment agreement with Robert G. Tancredi, M.D. (the
"Tancredi Employment Agreement"), the Company's Chief Executive Officer and
President. Pursuant to the Tancredi Employment Agreement, Dr. Tancredi is paid
at a rate of $300,000 per year. Dr. Tancredi was paid $270,000 on April 15, 2000
and is also entitled to guaranteed minimum bonuses as follows: (i) $180,000 on
April 15, 2001 and (ii) $90,000 on April 15, 2002. With respect to each calendar
year from and after January 1, 2001, the Board may award Dr. Tancredi an
additional bonus, as determined in the discretion of the Board, based upon the
Company achieving certain operational and financial requirements. Dr. Tancredi
is also eligible to receive stock option awards as part of the Company's annual
review of executive salaries and performance and to participate in any other
stock option plans instituted by the Company. Dr. Tancredi is subject to certain
restrictive covenants during the term of his employment with the Company and for
a period of one year thereafter unless Dr. Tancredi's employment terminates for
certain specified reasons, including following a Change of Control (as defined
in the Tancredi Employment Agreement).
Effective April 2, 1999, the Company entered into a one year employment
agreement with Thomas M. Ferguson (the "Ferguson Employment Agreement"). In
connection with the performance of his services under the Ferguson Employment
Agreement, Mr. Ferguson received $97,500 during the term of the Ferguson
Employment Agreement. The Ferguson Employment Agreement ended by its terms on
April 1, 2000.
OPTION EXERCISES AND YEAR END OPTION VALUES
The following table shows the aggregate number of unexercised options granted
with respect to the Class A Common Stock of the Company under the 1996 Plan (as
defined below), the 1997 Plan (as defined below), and the 1998 Plan (as defined
below) to the Company's Chief Executive Officer.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY OPTIONS
SHARES OPTIONS/AT FY END(#) AT FY-END ($)
ACQUIRED ON VALUE -------------------- --------------
NAME EXERCISE (#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
Robert G. Tancredi, M.D. -0- -0- -0-/-0- -0-/-0-
Thomas M. Ferguson -0- -0- 800,000/-0- 399,650/-0-
</TABLE>
13
<PAGE>
THE COMPANY'S STOCK OPTION PLANS
Currently, the Company has four stock options plans: (i) the 1999 Seal Holdings
Corporation Long Term Incentive Plan (the "1999 Plan"), (ii) the Seal Holdings
Corporation 1998 Incentive Option Plan (the "1998 Plan"), (iii) the Seal Fleet,
Inc. Incentive Option Plan adopted in 1997 ("1997 Plan") and (iv) the Seal
Fleet, Inc. Long Term Incentive Plan adopted August 14, 1996, as amended March
21, 1997 ("1996 Plan"). All options under the 1998 Plan, the 1997 Plan and the
1996 Plan have been granted.
COMPENSATION OF DIRECTORS
As of December 31, 1999, non-employee Directors are compensated at the rate of
$500 for regular meetings and $250 for each special meeting for which they
attend and are also reimbursed for expenses.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following describes certain transactions or relationships between the
Company and its officers, directors and certain related parties in which any of
them had or is to have a direct or indirect material interest. Except as
otherwise specifically set forth herein, for purposes of this section, the term
"Company" also includes each of the Company's subsidiaries.
Except as otherwise stated below, all transactions between and among the Company
and its subsidiaries described below, its executive officers and the
subsidiaries and each of their respective affiliates have been entered into
without the benefit of arm's length bargaining and may involve conflicts of
interest. The Company believes that transactions with affiliates have been made
on terms no less favorable to the Company than those available from unaffiliated
parties. In addition, the structure and proposed method of operations of the
Company may create certain inherent conflicts between the Company and its
affiliates.
ASSOCIATION OF DIRECTORS AND OFFICERS
All of the Company's directors and officers who performed such functions prior
to the closing of the transactions contemplated by the Agreement and Plan of
Exchange dated December 21, 1998 between Seal Holdings Corporation and OHI were
associated with other firms or occupations involving other business activities.
Because of these affiliations and because these individuals devoted only part
time to the affairs of the Company, there were potential inherent conflicts of
interest in their acting as directors and officers of the Company and of other
entities. All of the Company's directors and officers who served as directors or
controlling stockholders of other entities were engaged in a variety of
businesses which may have had various transactions with the Company. Please
refer to the Company's Form 8-K dated April 2, 1999. As more fully described in
such Form 8-K, effective April 2, 1999 Seal Holdings Corporation acquired all of
the outstanding shares of OH, Inc., a Florida corporation ("OHI") in exchange
for approximately 91% of the outstanding Company shares, on a fully diluted
basis (the "Reverse Merger").
OAKRIDGE TRANSACTION
On September 30, 1999, the Company completed a transaction (the "Oakridge
Transaction") pursuant to which its then wholly-owned subsidiary, OHI (which,
through its subsidiaries, owned, operated and managed a comprehensive outpatient
medical, diagnostic and surgical facility and physician practice business
located in Fort Lauderdale, Florida), became a wholly-owned subsidiary of
Oakridge Outpatient Center, Inc. ("Oakridge"). All of the outstanding capital
stock of Oakridge was held by Gary Matzner, Rudy Noriega and Doyle Campbell,
M.D. Immediately prior to the Oakridge Transaction, Mr. Matzner was OHI's
general counsel, Mr. Noriega was OHI's president and Dr. Campbell was a
physician employee of a subsidiary of OHI. The terms of the Oakridge Transaction
were the result of arms-length negotiations between the parties. OHI's business
constituted the only active business operations of the Company at that time. The
Company has no ownership interest in Oakridge.
14
<PAGE>
The Company's strategy for OHI's business was based upon its belief that
sophisticated outpatient medical, diagnostic and surgical facilities would
become the preferred delivery model for a significant portion of healthcare.
During 1998 and 1999, the Company developed and operated the Oakridge
Comprehensive Outpatient Center (the "Oakridge Center") as its first outpatient
facility.
The Oakridge Center served the Fort Lauderdale and northern Broward County
communities and was intended to be the prototype for other outpatient centers.
In the operation of the Oakridge Center, the Company incurred start-up losses
significantly greater than anticipated due to a variety of factors, including
third party actions adverse to OHI which the Company believes adversely impacted
the use of the Center by physicians and patients. Despite the Company's
continued belief that sophisticated outpatient centers are a preferred delivery
model for healthcare, the start-up losses of the Oakridge Center indicated
greater risk than the Company was prepared to undertake. Accordingly, after
presentation to the Company of an offer whereby an investor group comprised of
certain members of OHI's management would form a new corporation, Oakridge, and
invest working capital in OHI's outpatient business (in addition to receiving
certain supplemental loans directly from an affiliate of Dr. Pearce), OHI was
merged into a subsidiary of Oakridge for a nominal payment and assumption by the
surviving company of all liabilities of OHI and its subsidiaries. In addition,
in the merger, the Company assigned to Oakridge its claims against third parties
that had taken actions adverse to the Company and received the right to certain
contingent payments from the proceeds of any legal actions against such third
parties. The Company understands that the potential claim against such third
parties are being investigated and a possible legal action is being evaluated.
There can be no assurance that, if a legal action is instituted, it will be
successful, or even if successful, will result in any payment to the Company.
The foregoing description of the Oakridge Transaction is qualified in its
entirety by reference to the Merger Agreement filed as an exhibit to the
Company's For 8-K dated September 30, 1999. For further information relating to
the Oakridge Transaction, including limitations on the Company's ability to
participate in any potential litigation recovery, please refer to the Company's
Form 8-K dated September 30, 1999.
JOHN J. RYDZEWSKI
Mr. Rydzewski is a principal in Benedetto Gartland and Company, Inc., an
investment-banking firm providing services to the Company ("BGC"). In connection
with the Company's agreement with BGC, the Company paid fees of $400,000 and
$150,000 and issued 300,000 and 150,000 shares of Class A Common Stock during
the year ended December 31, 1999, and the three-month period ended March 31,
2000, respectively. In addition, the Company's majority stockholder, Dr. Pearce,
transferred 150,000 shares of his Class A Common Stock to BGC in connection with
services provided in the Reverse Merger. The agreement with BGC expired by its
terms on March 31, 2000. Additional placement fees and share purchase rights may
be earned by BGC upon the occurrence of certain events, including certain future
sales of securities by the Company and when the Company makes investments which
are facilitated by or require the assistance of BGC.
In addition to the fees described above, as compensation for services provided
to the Company by BGC in connection with the Company's investment in
Healthology, Inc., 5% of the 3,211,453 shares acquired by the Company at a cost
of $1.00 per share were transferred to BGC. The Company retained voting control
over all such shares.
15
<PAGE>
THOMAS M. FERGUSON
Effective April 2, 1999, the Company entered into a one year consulting
agreement ("FSC Agreement") with First Stanford Corporation ("First Stanford"),
whose sole stockholder, officer and director is Thomas M. Ferguson, a Class A
Director of the Company (as of April 2, 1999) and the former Chief Executive
Officer, President and Class B Director of the Company (to April 2, 1999). Under
the terms of the FSC Agreement, First Stanford provided advisory services with
respect to strategic and financial planning, marketing programs, corporate
organization and structure and other general corporate matters. In connection
with the performance of its services, First Stanford received $15,000 per month
(for a total of $180,000 during the one year term of the FSC Agreement). The
terms and conditions of the FSC Agreement were with the benefit of arm's length
negotiations. The FSC Agreement ended by its terms on April 1, 2000.
On March 25, 1997, Mr. Ferguson purchased from the Company 120,000 shares of the
Company's Class A Common Stock for $120,000. As consideration for the purchase,
Mr. Ferguson issued a promissory note to the Company for $120,000 secured by a
pledge agreement granting the Company a security interest in the shares. The
note was due upon the earlier of March 21, 1999, the termination of Mr.
Ferguson's employment with the Company, the date of sale or other disposition of
the shares by Mr. Ferguson, or any breach of his obligations under the pledge
agreement. In a meeting of the Board of Directors on December 1, 1998, it was
resolved that, subject to a successful closing of the Reverse Merger with OHI,
that Mr. Ferguson receive a special bonus equal to the value of the loan granted
to him on March 25, 1997, and any accrued interest receivable. Accordingly, on
April 2, 1999, in connection with the closing of the Reverse Merger, the Company
forgave the note receivable of $120,000 and related accrued interest of $12,757.
M. LEE PEARCE, M.D.
M. Lee Pearce M.D., the Company's Chairman of the Board and its majority
stockholder, directly or indirectly, owns a number of entities with which the
Company, and its wholly-owned subsidiaries, does or has done business. The
majority of these affiliated transactions related to the operations of OHI,
which as of September 30, 1999 are no longer owned by the Company. In
particular, Dr. Pearce (i) is the beneficial owner of North Ridge Va., Ltd.
("VAL"), the entity which owns the building where the Oakridge Comprehensive
Outpatient Center (the "Oakridge Center") is located and was operated and leased
by subsidiaries of OHI, (ii) is the beneficial owner of a substantial majority
of North Ridge Medical Plaza, Ltd. ("NRMP"), which owns the building where the
Company leases a suite for its corporate office and where subsidiaries of OHI
leased office suites for physician offices, executive offices, and for a cardiac
catheterization laboratory ("Cath Lab"), and (iii) is the beneficial owner of
Oakridge Medical Group Realty, Inc. ("Realty"), a Florida corporation that is
controlled by an affiliate of the Dr. Pearce, which owns two buildings that
housed the offices of certain physician employees of a subsidiary of OHI.
Following the Oakridge Transaction, the Company now leases 2,060 square feet of
office space in the NRMP pursuant to a lease expiring in 2004. The lease has an
annual rental rate of approximately $38,000, adjusted annually for inflation.
Prior to the Oakridge Transaction, affiliates of Dr. Pearce had agreements with
subsidiaries of OHI as set forth below.
LEASE AGREEMENTS BETWEEN THE SUBSIDIARIES AND CERTAIN AFFILIATES OF DR. PEARCE
At the time of the Oakridge Transaction, OHI was in the process of entering into
a definitive lease agreement with VAL, for the lease of the Oakridge Center.
Such lease was anticipated to be a triple-net lease, however, the specific terms
of the lease were in the process of being negotiated. It was anticipated that
the annual rental under such lease would be based on fair market rates and that
the balance of the material terms would be no less favorable than could be
obtained by the Company from unaffiliated parties in an arm's length
transaction.
OHI also expected to enter into a written lease agreement with NRMP for the Cath
Lab to consist of approximately 5,700 square feet. The agreement had not been
fully negotiated or executed at the time of the Oakridge Transaction. The annual
rental under such lease was anticipated to be based on fair market rates and the
balance of the material terms was anticipated to be no less favorable than could
be obtained by OHI from unaffiliated parties in an arm's length transaction.
16
<PAGE>
LEASE OF ADMINISTRATIVE AND PHYSICIAN OFFICES
Through one or more of its subsidiaries, OHI leased four suites from NRMP. These
suites were used for administrative and physician offices. The office suites
each leased for approximately $18 per square foot on a month-to-month basis,
which is consistent with the amount paid by and terms of arrangements between
NRMP and non-affiliated tenants. As of the date of the Oakridge Transaction, OHI
had not entered into definitive written agreements with NRMP. It was anticipated
that the annual rental under such leases would be based on fair market rates and
that the balance of the material terms would be no less favorable than could be
obtained by the Company from unaffiliated parties in an arm's length
transaction.
Through its subsidiaries, OHI also leased approximately 16,000 square feet at
$18 per square foot, on a month to month basis from Realty. These rates were
established by an independent appraisal firm. As of the date of the OHI
Transaction, OHI had not entered into a definitive written agreement with
Realty.
CREDIT SUPPORT OF CERTAIN COMPANY OBLIGATIONS
OHI and its subsidiaries had entered into lease and loan agreements relating to
computer hardware and software, office equipment and medical equipment. The
total amount of such lease and loan obligations was approximately $9.0 million.
In connection with these lease and loan obligations, Dr. Pearce provided credit
support for the issuance of letters of credit in favor of the lessors and
creditors. The amounts of the letters of credit totaled approximately $1.8
million.
GUARANTEES OF OTHER CONTRACTUAL OBLIGATIONS
Certain affiliates of Dr. Pearce provided limited guarantees of certain
contractual obligations of subsidiaries of OHI, including, among other items,
agreements with certain employees entered into before any significant
capitalization of OHI.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and person who own more than ten percent of
the outstanding Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership on Form 3 and reports of changes in
ownership of Common Stock on Forms 4 or 5. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.
Based solely on its review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with during the year ended December 31, 1999.
17
<PAGE>
PROPOSAL NO. 2
TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
On June 6, 2000, the Board of Directors unanimously adopted a resolution
approving, subject to stockholder approval, a change in the Company's name from
"Seal Holdings Corporation" to "Le@P Technology, Inc.". The Board of Directors
has determined that it would be in the best interest of the Company and its
stockholders to amend the Company's Certificate of Incorporation to change the
Company's name so as to enhance the Company's future marketing efforts and to
help create a corporate identity that is tied to the new business focus of the
Company.
The name change will not affect the validity of currently outstanding stock
certificates. The Company's current stockholders will not be required to
surrender or exchange any stock certificates that they now hold and should not
send such certificates to the Company or its transfer agent for exchange.
If Proposal No. 2 is approved, Section I, of the Certificate of Incorporation,
as amended, will read as follows:
"I.
The Name of the Corporation is Le@P Technology, Inc."
If stockholder approval is obtained, the Amendment in substantially the form
attached hereto as Exhibit "A" becomes effective once it is filed with Secretary
of State of the State of Delaware, which is expected to occur promptly after
stockholder approval of the Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVING AN
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE
NAME OF THE COMPANY FROM SEAL HOLDINGS CORPORATION TO LE@P TECHNOLOGY, INC.
PROPOSAL NO. 3
RATIFYING THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Ernst & Young LLP to serve as the Company's
independent accountants for the year ending December 31, 2000. In the event the
appointment of Ernst & Young LLP for 2000 is ratified, it is expected that Ernst
& Young LLP will also audit the books and accounts of the Company's subsidiaries
at the close of their current fiscal years. A representative of Ernst & Young
LLP will be present at the Annual Meeting and will have the opportunity to make
a statement, if such person desires to do so, and to respond to appropriate
questions.
The proposal to ratify the appointment of Ernst & Young LLP will be approved by
the Stockholders if it receives the affirmative vote of a majority of the votes
cast by the holders of Class A Common Stock and Class B Common Stock, voting
together as a single class. If a proxy card is specifically marked as abstaining
from voting on the proposal, the shares represented thereby will not be counted
as having been voted for or against the proposal. Unless otherwise instructed,
the persons named on the proxy card intend to vote shares as to which a proxy is
received in favor of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
RATIFYING THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS
18
<PAGE>
OTHER BUSINESS
The Company knows of no other business to be brought at the Annual Meeting. If,
however, any other business should be properly brought up before the Annual
Meeting, those persons named in the accompanying Proxy will vote proxies as in
their discretion they may deem appropriate, unless you direct them to do
otherwise in your Proxy.
OTHER MATTERS
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
Stockholders may present proper proposals for inclusion in the Company's proxy
statement and for consideration at the next Annual Meeting of Stockholders by
submitting such proposals to the Company in a timely manner. In order to be so
included for the 2001 Annual Meeting, Stockholder proposal must be received by
the Company no later than February 23, 2001 and must otherwise comply with the
requirements of Rule 14a-8.
If notice of a Stockholder's proposal has not been submitted for inclusion in
the Company's proxy statement and is not received by the Company on or before
February 23, 2001 or such date which is 45 days before the date this proxy is
mailed, the persons names in the enclosed form of proxy will have discretionary
authority to vote with respect thereto in accordance with their best judgment.
If notice of the proposal is not timely served, the person named in the form
proxy may not exercise their discretionary authority as to the proxy.
The cost of solicitation of proxies for use at the Annual Meeting will be borne
by the Company. Solicitations will be made by mail or by facsimile, but regular
employees of the Company may solicit proxies personally or by telephone.
OTHER INFORMATION
The Company's Annual Report is included herein along with this Proxy Statement.
All subsequent Quarterly Reports on Form 10-QSB filed before the date of the
Annual Meeting are incorporated by reference in this Proxy Statement. The
Company will provide to any Stockholder, upon written request and without
charge, a copy (without exhibits) of all information incorporated by reference
in this Proxy Statement. Requests should be addressed to Seal Holdings
Corporation, Investor Relations, 5601 North Dixie Highway, Suite 411, Fort
Lauderdale, Florida, 33334, (954) 771-1772.
By Order of the Board of Directors
--------------------------------
Cecilio M. Rodriguez
Secretary/Treasurer
19
<PAGE>
EXHIBIT "A"
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
SEAL HOLDINGS CORPORATION
SEAL HOLDINGS CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous
written consent, adopted the following resolution:
RESOLVED, that the Certificate of Incorporation of the corporation be
amended by changing Section I. so that, as amended, said Section shall
be and read as follows:
"I.
The name of this Corporation is Le@P Technology, Inc."
SECOND: That at the July 5, 2000, Annual Meeting of Stockholders of the
corporation which was duly called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by its __________________ this ___ day of July, 2000.
SEAL HOLDINGS CORPORATION
By:_____________________________
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<PAGE>
EXHIBIT "B"
SEAL HOLDINGS CORPORATION
5601 NORTH DIXIE HIGHWAY, SUITE 411
FORT LAUDERDALE, FLORIDA 33334
TELEPHONE NO. (954) 771-1772
2000 ANNUAL MEETING OF SHAREHOLDERS - JULY 5, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert G. Tancredi, M.D. and Cecilio M.
Rodriguez and either of them acting alone or, in the event of their inability or
unwillingness to serve, such other individuals as the Board of Directors may
designate, as proxyholders, each with full power of substitution and
resubstitution, and hereby authorizes any proxyholder to represent and vote, as
designated below, all of the shares of Common Stock of the Company that the
undersigned held on the Record Date at the Annual Meeting to be held on
Wednesday, July 5, 2000, which includes any continuation of such meeting
pursuant to any adjournment of it to another time. Terms beginning with initial
capital letters that are used but not defined in this Proxy Card have the
meanings given to them in the Proxy Statement for the Annual Meeting.
The undersigned also hereby revokes previous proxies and acknowledges receipt of
the Company's Notice of Annual Meeting and Proxy Statement.
The Board recommends a vote of "FOR" for Items 1-2. IF YOU DO NOT SPECIFY HOW
YOU INTEND TO VOTE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL. The proxies or
substitutes may vote accordingly in their discretion upon any other business
that may properly come before the Annual Meeting or any adjournments or
postponements of the Annual Meeting.
<TABLE>
<CAPTION>
1. To elect seven Directors
a. Election of Class A Directors (to be elected by holders of the Class A Common Stock only).
<S> <C> <C> <C> <C>
THOMAS M. FERGUSON JOHN J. RYDZEWSKI LAURENCE B. BRODY, DDS JOSE B. VALLE
|_| FOR THE NOMINEES LISTED ABOVE |_| WITHHOLD AUTHORITY TO VOTE FOR THE
NOMINEES LISTED ABOVE
b. Election of Class B Directors (to be elected by holders of the Class B Common Stock only).
M. LEE PEARCE, M.D. ROBERT G. TANCREDI, M.D TIMOTHY C. LINCOLN
|_| FOR THE NOMINEES LISTED ABOVE |_| WITHHOLD AUTHORITY TO VOTE FOR THE
NOMINEES LISTED ABOVE
To withhold authority to vote for any indicated nominee, write the
name(s) of the nominee(s) in this space__________________________.
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<PAGE>
2. To amend the Company's Certificate of Incorporation to change the name of the Company to "Le@P Technology, Inc."
|_| FOR |_| AGAINST |_| ABSTAIN
3. To ratify the appointment of Ernst & Young LLP as the Company's independent accountants for the year
ended December 31, 2000:
|_| FOR |_| AGAINST |_| ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the
2001 Stockholders' Annual Meeting
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NOTE: Please sign this Proxy as your name appears hereon, including the title
"Executor," "Trustee," etc. if such is indicated. If a joint account, each joint
owner should each sign. If stock is held by a corporation, this Proxy should be
executed by a proper officer thereof.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
Dated: ______________________, 2000
-----------------------------------
Stockholder
-----------------------------------
Co-owner, if applicable
</TABLE>
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