SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
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[ ] Preliminary Proxy Statement
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Diapulse Corporaton of America
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(Name of Registrant as Specified In Its Charter
Diapulse Corporation of America
.................................................................
(Name of Person(s) Filing Proxy Statement)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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.............................................................
2) Aggregate number of securities to which transaction applies:
.............................................................
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pursuant to Exchange Act Rule 0-11:(1)
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DIAPULSE CORPORATION OF AMERICA
321 EAST SHORE ROAD
GREAT NECK, NY 11023-2420
---------------
Notice of Annual Meeting of Stockholders
Tuesday, August 10, 1999
The Annual Meeting of the Stockholders of Diapulse Corporation of America will
be held at 10:00 A.M. on Tuesday, August 10, 1999 at the Corporation offices,
321 East Shore Road, Great Neck, NY 11023 for the following purposes:
(1) To elect Directors of the Corporation for the ensuing year,
(2) To ratify the selection of independent auditors for 1999-2000.
(3) To transact such other business as may properly come before the
Meeting and at any adjournment or postponement thereof.
Only Stockholders of record on April 15, 1999 will be entitled to Notice of and
to vote at the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
Gladys Ross
Acting Secretary
Great Neck, NY
June 18, 1999
<PAGE>
PROXY STATEMENT
This Proxy statement and proxy form are furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of Stockholders of
Diapulse Corporation (hereinafter called the Corporation) to be held on August
10, 1999.
THE SOLICITATION OF PROXIES IN THE ENCLOSED FORM IS MADE ON BEHALF OF THE
MANAGEMENT OF THE CORPORATION.
The cost of preparing and mailing this notice and statement and the enclosed
proxy form is being borne by the Corporation.
A stockholder signing and returning a proxy has the power to revoke it at any
time before the exercise thereof by so stating in person at the meeting or by
written statement to the Corporation sent via Registered Mail, Return Receipt
Requested, in advance of the meeting. All shares represented by proxies which
have been duly executed and returned will be voted at the meeting and where a
choice has been specified by means of the ballot provided in the proxies, the
shares will be voted in accordance with the specifications so made. If no such
specification is made, the proxies will vote in favor of the proposals set forth
in the accompanying Notice of Meeting. PROXIES SHOULD BE RECEIVED BY THE
CORPORATION BEFORE AUGUST 9, 1999. As of April 15, 1999, there were 3,962,058
shares of common stock outstanding. Each share is entitled to one vote.
The Board of Directors has fixed the close of business on April 15,1999 as the
time as of which stockholders entitled to notice of and to vote at said meeting
shall be determined and only persons who shall be stockholders of record at such
time shall be entitled to notice of and to vote at such meetings.
SELECTION OF DIRECTORS
One of the purposes of the Meeting is to elect, by majority vote, Directors to
hold office until the next Annual Meeting of Stockholders of the Corporation and
until their successors are duly elected and qualified.
It is the intention of the Proxy Committee named in the enclosed form of proxy
to vote all duly elected proxies at the meeting for the election, as Directors
for the ensuing year, the following nominees who have agreed to this nomination:
Jesse Ross, David M. Ross and Howard Mann.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and key employees of the Company are as follows:
Name Age Title
---- --- -----
Jesse Ross 77 President, Director and
Chairman of the Board
David M. Ross 49 Director
Howard Mann 63 Director
Jesse Ross has been actively engaged in the business of the Registrant and has
been its President since its incorporation.
David M. Ross, son of Jesse Ross, became a Director during 1981, and is an
employee of the Company.
Howard Mann became a Director of the Company during 1996.
The present term of office for the above directors expires during April 1999.
EXECUTIVE COMPENSATION
Cash Compensation - For the year ended December 31, 1998, no officer received or
was entitled to receive more than $100,000. No cash bonuses were earned by any
of the Registrant's officers during the year.
Compensation pursuant to plans - The Registrant has no pension, retirement,
stock or any other form of compensation plans.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security ownership of certain beneficial owners - no individual or group outside
of management is known to the Registrant to be the beneficial owner of more than
five percent of the Registrant's common stock.
Security ownership of management - The following table sets forth certain
information with respect to shares of the Registrant's common stock beneficially
owned by all officers and directors of the Registrant as of December 31, 1998:
<PAGE>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- -------------------------------------------------------------------------
Jesse Ross 2,181,750 (i) 55.07%
David M. Ross 0 0
Howard Mann 0 0
All officers and directors
as a group (3 persons) 2,181,750 55.07%
(i) Includes certain shares owned by wives and other relatives of these
individuals.
FINANCIAL STATEMENT
Financial statements showing the position of the Corporation for the year ended
December 31, 1998, have been forwarded to all shareholders, brokers, banks,
etc., and are herewith enclosed.
INDEPENDENT PUBLIC ACCOUNTANTS
Diapulse Corporation of America was audited by Granick & Gendler, Certified
Public Accountants with whom the firm has a standing audit. It is being
recommended to the security holders that they approve the above independent
auditors for the coming year. Granick & Gendler are invited to attend the Annual
Meeting and will be permitted to address the Meeting if they so desire.
OTHER MATTERS
The management does not intend to present, and at the date hereof has no
information that others will present, any matters not specifically set forth in
the Notice of Annual Meeting of Stockholders. In the event that any other matter
properly comes before such meeting, and any adjournment or adjournments thereof,
it is intended that the person named in the Corporation form of proxy and acting
thereunder will vote in accordance with their judgment on such matter.
IF YOU CANNOT ATTEND THE MEETING, PLEASE FILL IN, EXECUTE AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED. YOUR COOPERATION IN GIVING THIS MATTER
YOUR IMMEDIATE ATTENTION WILL BE APPRECIATED.
<PAGE>
DIAPULSE CORPORATION OF AMERICA
PROXY - Annual Meeting of Stockholders - August 10, 1999
The undersigned hereby appoints Jesse Ross, David Ross, and each of them, the
Attorneys and proxies of the undersigned at the Annual Meeting of Stockholders
of DIAPULSE CORPORATION OF AMERICA to be held on Tuesday, August 10, 1999 at
10:00 A.M. at the Corporation offices at 321 East Shore Road, Great Neck, NY
11023, or at any adjournments thereof, all of the shares of Common Stock of the
Company which the undersigned held of record on April 15, 1999 and would be
entitled to vote if personally present, with the powers the undersigned would
possess if personally present.
The Board of Directors recommends a vote FOR Proposals 1 and 2:
1. ______FOR all nominees (except as indicated to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees.
Nominees: Jesse Ross, David M. Ross and Howard Mann.
(Instruction: To withhold authority to vote for any individual nominee
write that nominee's name in this space:_____________________________).
2. To ratify the selection of independent auditors for 1999-2000.
3. In their discretion, upon such other business as may properly come before the
meeting.
All as set out in the Notice of Annual Meeting of Stockholders and Proxy
Statement dated June 18, 1999, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION. THIS PROXY
WILL BE VOTED IN THE MANNER DIRECTED HEREON. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1 AND PURSUANT TO ITEM 2.
PLEASE SIGN EXACTLY AS NAME APPEARS;
DATED: __________________________, 1999
PRINT NAME:____________________________
SIGNATURE:_____________________________
SOCIAL SECURITY #______________________
PLEASE MARK,SIGN, Where shares are held jointly, each holder should sign.
DATE AND RETURN Executors, administrators, trustees and guardians should
THIS PROXY PROMPTLY give full title as such. If signer is a corporation, please
IN THE ENCLOSED sign the full corporate name by an authorized officer.
ENVELOPE.
