SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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:
/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Electro-Catheter Corporation
_______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Arlene Bell
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
/X/ No fee required
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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____April 25, 1997_________________________________________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
ELECTRO-CATHETER CORPORATION
2100 Felver Court, Rahway, New Jersey 07065
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, June 12, 1997
To the Holders of the Common Stock of Electro-Catheter Corporation:
PLEASE TAKE NOTICE that the Annual Meeting of the Shareholders of
ELECTRO-CATHETER CORPORATION (the "Company") will be held on Thursday, June 12,
1997 at 10:00 A.M. Eastern Daylight Time, at the Holiday Inn Jetport, 1000
Spring Street, Elizabeth, NJ 07201, for the following purposes, as more fully
described in the accompanying Proxy Statement.
1. To elect four Directors of the Company to
serve until the next Annual Meeting of
Shareholders and until their respective
successors are elected and have qualified; and
2. To transact such other business as may
properly be brought before the Meeting
or any adjournments thereof.
The close of business on May 1, 1997 has been fixed by the Board of
Directors as the record date. Shareholders of record as of such date will be
entitled to vote at the Meeting.
Enclosed is the 1996 Annual Report to Shareholders, along with a Proxy
Statement and Proxy. Additionally, a copy of the Company's Report on Form 10-Q
for the period ended February 28, 1997 is enclosed. You are cordially invited to
attend the Meeting in person. Shareholders who do not expect to attend the
Annual Meeting are requested to please mark, date, sign and return the enclosed
Proxy, which requires no postage if mailed in the United States, in the enclosed
envelope so that their votes can be recorded.
By Order of the Board of Directors,
ARLENE BELL
Secretary
Date: May 8, 1997
<PAGE>
ELECTRO-CATHETER CORPORATION
2100 Felver Court, Rahway, New Jersey 07065
---------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 12, 1997
This Proxy Statement, which was mailed on or about May 8, 1997 to the
persons entitled to receive the accompanying Notice of Annual Meeting of
Shareholders (the "Meeting"), is provided in connection with the solicitation,
by order of the Board of Directors of ELECTRO-CATHETER CORPORATION (the
"Company"), of Proxies to be used at the Meeting of the Company to be held on
Thursday, June 12, 1997 at 10:00 A.M. and at any adjournments thereof for the
purposes set forth in the Notice of Meeting.
At the close of business on May 1, 1997, the record date stated in the
accompanying Notice, the Company had 6,383,611 outstanding shares of common
stock, $.10 par value (the "common stock"), each of which is entitled to one
vote with respect to each matter to be voted on at the Meeting. The Company has
no class or series of voting stock outstanding other than common stock.
The Proxy is in ballot form and each shareholder may indicate approval or
disapproval as to the proposal identified in the Proxy and accompanying Notice
of Annual Meeting and as set forth in this Proxy Statement. Each proposal will
be presented by the Board of Directors of the Company. The shares represented by
the accompanying Proxy will be voted as directed with respect to the election of
Directors or, if no direction is indicated, will be voted in favor of the
election as Directors of the nominees listed herein.
<PAGE>
A majority of the issued and outstanding shares of common stock present in
person or by Proxy will constitute a quorum for the transaction of business at
the Meeting. Directors are elected by a plurality of the votes cast. Any Proxy
given pursuant to this solicitation may be revoked by the person giving it at
any time before it is voted. Proxies may be revoked by filing with the Secretary
of the Company a written notice of revocation bearing a later date than the date
written on the Proxy, by duly executing a subsequent Proxy relating to the same
shares and delivering it to the Secretary prior to the Meeting, or by attending
the Meeting and voting in person (although attendance at the Meeting will not in
and of itself constitute revocation of a Proxy). Any written notice revoking a
Proxy should be sent to Electro-Catheter Corporation, 2100 Felver Court, Rahway,
New Jersey 07065, Attention: Arlene Bell, Secretary.
Under New Jersey Law, abstentions and broker non-votes (as hereinafter
defined) are counted as present for the purpose of determining the presence or
absence of a quorum for the transaction of business but otherwise do not count.
The approval of a specified percentage of shares voted at the Meeting, as set
forth above, is required to approve a proposal and thus, abstentions and broker
non-votes have no effect on the outcome of the vote. A "broker non-vote" refers
to shares represented at the Meeting in person or by Proxy by a broker or
nominee where such broker or nominee (i) has not received voting instructions on
a particular matter from the beneficial owner or persons entitled to vote; and
(ii) the broker or nominee does not have the discretionary voting power on such
matter.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Set forth below is information concerning the persons known to the Company
to own 5% or more of the common stock of the Company as of May 1, 1997:
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percent
Beneficial Owner Ownership(1) of Class(2)
---------------- ------------ -----------
<S> <C> <C>
T-Partnership 2,464,844 shares(3) 35.4%
c/o Wiss & Co.
354 Eisenhower Parkway
Livingston, NJ 07039
Heartland Advisors, Inc. 385,000 shares(4) 6.0%
790 North Milwaukee St.
Milwaukee, WI 53202
- ----------------------
<FN>
(1)Except as otherwise indicated, as of May 1, 1997, all such shares are owned
with sole voting and investment power.
(2) For purposes of determining percentages, persons having a right to acquire
beneficial ownership of a security within sixty days shall be deemed to
beneficially own such security.
(3)Includes 83,344 and 500,000 shares, which the T-Partnership has the right to
acquire pursuant to outstanding warrants, which warrants are currently
exercisable at prices of $1.425 and $0.9875 per share, respectively.
2
<PAGE>
(4) In a Statement or Schedule 13G filed with the Securities and Exchange
Commission by Heartland Advisors, Inc., Heartland Advisors, Inc. has reported
that 385,000 shares of the Company's common stock are owned with sole voting and
investment power as of February 12, 1997.
</FN>
</TABLE>
The following table sets forth, as of May 1, 1997, the equity securities of the
Company beneficially owned, directly or indirectly, by all Directors and
nominees for Director of the Company, each of the executive officers named in
the Summary Compensation Table set forth below, and by the Directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature of Percent
Owner Beneficial Ownership(1) of Class(2)
----- ----------------------- -----------
<S> <C> <C>
Ervin Schoenblum 171,242 shares(3) 2.7%
Abraham H. Nechemie 133,242 shares(3) 2.1%
Donald W. Muntz 110,000 shares(4) 1.7%
George M. Pavia 62,366 shares(5) 1.0%
Lee W. Affonso 35,300 shares(7) * (6)
Joseph P. Macaluso 29,400 shares(7) * (6)
All executive officers
and Directors as a group 472,250 shares(8) 9.0%
(8 persons)
- ----------------------
<FN>
(1)Except as otherwise indicated, as of May 1, 1997, all such shares are owned
with sole voting and investment power.
(2) For purposes of determining percentages, persons having a right to acquire
beneficial ownership of a security within sixty days shall be deemed to
beneficially own such security.
(3)Messrs. Nechemie and Schoenblum each have a 5% equity interest in the
T-Partnership, which owns 1,881,500 shares of the Company's common stock.
Accordingly, Messrs. Nechemie and Schoenblum each reports beneficial ownership
of 94,075 shares of the Company's common stock. In addition, Messrs. Nechemie
and Schoenblum each reports beneficial ownership of 25,000 warrants that were
issued to the T-Partnership pursuant to the August 31, 1995 Lending Agreement
with the Company and beneficial ownership of 4,167 warrants in connection with
the March 1995 private placement. Also included in the table above are currently
exercisable options for 10,000 shares and 48,000 shares issuable upon exercise
of stock options granted by the Company and exercisable at May 1, 1997 by
Messrs. Nechemie and Schoenblum, respectively.
(4)Includes 10,000 shares subject to currently exercisable options.
(5)Includes 41,000 shares subject to currently exercisable options and 16,276
shares owned by Pavia & Harcourt, a law firm of which Mr. Pavia is a member.
(6)Represents less than one percent
(7)Includes 21,900 shares issuable upon exercise of stock options granted by the
Company and exercisable at May 1, 1997.
(8)Includes 182,500 shares issuable upon exercise of stock options granted by
the Company and exercisable at May 1, 1997 held by all executive officers and
Directors of the Company (including those individually named in the table
above).
</FN>
</TABLE>
3
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
At the Meeting, Shareholders will elect four Directors for the ensuing year
and until their successors are elected and qualify. The shares represented by
the enclosed Proxy (unless authority is withheld) will be voted FOR or "in favor
of" the nominees for Directors set forth herein. All of the nominees are
currently serving as Directors of the Company. The Company's Board of Directors
has no reason to believe that any of the nominees listed in the following table
will be unable or will decline to serve. In the event that any nominee for
Director should become unavailable, it is intended that such shares will be
voted for another person duly nominated by the Board of Directors in such
nominee's stead, or if no person is so nominated to vote such shares only for
the remaining nominees.
The election of Directors requires a plurality of the votes cast. Proxies
and ballots marked "For Election of Directors," "Withhold Authority to Vote for
all Nominees," or specifying that votes be withheld for one or more designated
nominees, or which are executed without specification of a choice (in which case
they will be voted FOR all nominees), are counted to determine the total number
of votes cast.
The following table sets forth certain information concerning the Company's
executive officers, Directors and nominees for Director:
Name, Age as of May 1, 1997 and
Positions and Offices Held with Business Experience During Past 5
the Company Years and Principal Occupation
- ------------------------------ ------------------------------
George M. Pavia Partner in the law firm, Pavia &
Age 68; Director Harcourt for over the past five
since 1986(1) years.
Abraham H. Nechemie Business Consultant. Formerly a
Age 72; Director since Partner in Wiss & Company, a
1992(1) certified public accounting firm.
Retired from the firm in 1985.
Ervin Schoenblum, Acting President and Chief
Age 57; Director since Operating Officer since December
1992 1993. Management Consultant for
over five years. Advisor to the
Company since February 1989.
Donald W. Muntz, Age 75; Private investor for over the
Director since April 1997(1) past five years.
4
<PAGE>
Lee W. Affonso, Age 48; Vice President of the Company
Vice President since July 1992, except for the
period from September 1993 to
December 1993, when he served as
Senior Sales Specialist; Director
of Marketing & Sales from 1989 to
1992.
Robert W. Kokowitz Vice President of the Company
Age 41; Vice President since July 1992. Director of
Operations from 1989 to 1992.
Joseph P. Macaluso Chief Financial Officer since May
Age 45; Treasurer and 1987.
Chief Financial Officer
Arlene C. Bell Secretary since May 1987.
Age 51; Secretary Executive Assistant to the
Chairman from 1982 to February
1994, and to the Acting President
since March 1, 1994.
- ----------------------
(1)Member of Audit Committee.
BOARD MEETINGS AND COMMITTEES
During the Company's last fiscal year, ended August 31, 1996, the Board of
Directors held four meetings and took action by unanimous written consent on one
occasion. No current Director missed any of the meetings of the Board of
Directors of the Company which were held during the period that he served.
During the Company's last fiscal year, the members of the Audit Committee
of the Board of Directors were George M. Pavia and Abraham H. Nechemie. The
Audit Committee is responsible for overseeing that management fulfills its
responsibilities in connection with the preparation of the financial statements
of the Company. The Committee's functions include making recommendations to the
Board regarding the engaging and discharging of the Company's independent
auditors, reviewing with the independent auditors the plan and the results of
the auditing engagement, reviewing the scope and results of the Company's
procedures for internal auditing, approving the professional services provided
by the independent auditors, reviewing the independence of the independent
auditors and reviewing the adequacy of the Company's system of internal
accounting controls. During the fiscal year ended August 31, 1996, the Audit
Committee held no meetings but took action on matters through the Board of
Directors at the Board of Directors' meetings.
The Company has not appointed a Nominating Committee, Compensation
Committee, or other Committees of its Board of Directors performing similar
functions.
5
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, Directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely upon review of copies of reports received by it, or written
representations of the Company's incumbent Directors and officers and ten
percent shareholders that no Forms 5 were required for those persons, the
Company believes that, during the period September 1, 1995 to August 31, 1996,
all filing requirements applicable to its officers, Directors and ten percent
shareholders under said Section 16(a) were satisfied, except that Ervin
Schoenblum, Acting President of the Company, effected two purchase transactions
in connection with shares of the Company's common stock which were not timely
reported. Upon learning of the reporting obligation, the failure was promptly
rectified.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by or
paid to the Company's officers (whose total compensation for the fiscal year
ended August 31, 1996 exceeded $100,000) by the Company for services rendered in
all capacities to the Company during each of the fiscal years ended August 31,
1996, 1995 and 1994.
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------
Annual Securities
Compensation Underlying
------------ All Other
Name and Salary Options(1) Compensation
Principal Position Year $ # $
- ------------------- ---- ------------- ---------------- -------
<S> <C> <C> <C> <C>
Ervin Schoenblum(2) 1996 102,000 - -
Acting President 1995 86,000 25,000 -
1994 50,000 25,000 16,000
Lee W. Affonso 1996 112,000 - -
Vice President 1995 117,000 - -
1994 105,000 24,000 -
Joseph P. Macaluso(3) 1996 83,000 - 19,000
Treasurer & Chief 1995 83,000 - 18,000
Financial Officer 1994 83,000 24,000 17,000
<FN>
(1) The table reflects the number of options granted under the Company's
Incentive Stock Option Plan.
(2) Prior to becoming Acting President in December 1993, Mr. Schoenblum served
as a consultant to the Company. His compensation shown under All Other
Compensation represents consulting fees.
(3) Mr. Macaluso is also Director of International Sales for the Company. His
compensation shown under All Other Compensation represents commissions on
international sales.
</FN>
</TABLE>
6
<PAGE>
COMPENSATION OF DIRECTORS
Each Director of the Company who is not an operating officer of the Company
is entitled to receive $1,000 per meeting of the Board of Directors attended by
such Director plus reimbursement of expenses.
AGGREGATE OPTION EXERCISES AND YEAR-END OPTION TABLE
The following table provides information on option exercises during the
fiscal year 1996 by the named executive officers and the value of each of their
respective unexercised options at August 31, 1996.
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
Number of Value of
Unexercised Unexercised
Options In-the-Money
FY-End (#) Options
FY-End ($) (1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ----- -------------------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Ervin Schoenblum - - 48,000/32,000 30,000/20,000
Lee W. Affonso - - 21,900/14,600 13,688 / 9,125
Joseph P. Macaluso - - 21,900/14,600 13,688 / 9,125
- ------------
<FN>
(1) Calculated on the basis of fair market value of the underlying securities at
August 31, 1996 less the exercise price
</FN>
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no Compensation Committee or Board Committee performing
similar functions. Ervin Schoenblum, the Company's Acting President,
participated in deliberations of the Company's Board of Directors concerning
executive officer compensation.
On October 11, 1993, the Company entered into an agreement with the T-
Partnership to borrow up to $1,000,000. Ervin Schoenblum, the Company's Acting
President and Director, and another member of the Company's Board of Directors,
Abraham H. Nechemie, are members of the T-Partnership. As of August 31, 1995,
the Company had drawn down all of the $1,000,000. On August 31, 1995, the
Company entered into an agreement with the T-Partnership to borrow an additional
$500,000. In January 1996, the T-Partnership agreed to lend the Company an
additional sum of $200,000 and to a deferral of interest payments on all
indebtedness for three months. As of August 31, 1996, the Company had received
all of the available funds and had outstanding loans including deferred interest
of $1,747,125, from the T-Partnership.
7
<PAGE>
The rate of interest is 12% per annum and is payable monthly on any
outstanding balance. Principal payments of $25,000, to be made monthly, began on
September 1, 1996. Any remaining balance is due on August 1, 2001. The loan is
secured by the Company's property, building, accounts receivable, inventories
and machinery and equipment. The Company must prepay the outstanding balance in
the event the Company is merged into or consolidated with another corporation or
the Company sells all or substantially all of its assets.
In exchange for the additional funds, the Company agreed that if it is not
in compliance with a certain financial covenant, to be tested on a monthly
basis, the T-Partnership may declare an Event of Default and accelerate
repayment of indebtedness. As of August 31, 1996, the Company was not in
compliance with this financial covenant. However, on December 16, 1996, the
T-Partnership agreed to amend the financial covenants and not to exercise its
right to accelerate the repayment of indebtedness for one year unless revised
financial covenants are not met. The Company is currently in compliance with the
revised financial covenants.
Under the provisions of the original agreement, the T-Partnership was
granted purchase warrants which permitted the T-Partnership to purchase 166,667
shares of the Company's common stock at a price of $3.25 per share. The new
agreement states that the T-Partnership will surrender its original purchase
warrant to purchase 166,667 shares of common stock and be granted a new purchase
warrant to purchase 500,000 shares of the Company's common stock at a price of
$0.9875 per share. A value has been allocated to the warrants based upon their
estimated fair market value at the date of the agreement. Such amount ($50,000)
is amortized as additional interest expense over the term of the indebtedness.
The unamortized balance is shown in Other Assets in the accompanying 1996 and
1995 Balance Sheets. The warrants are immediately exercisable and expire on
August 1, 2001. As of August 31, 1996, these warrants remain outstanding.
BOARD COMPENSATION REPORT ON EXECUTIVE COMPENSATION
The Company has no Compensation Committee or other Committee of the Board
of Directors performing similar functions. All members of the Board of Directors
review and determine executive compensation for all executive officers on an
annual basis. Ervin Schoenblum, the Company's Acting President, is the only
executive officer of the Company also serving on the Board. Mr. Schoenblum's
compensation as Acting President was negotiated between the parties and was
based in part on the amount of compensation paid to him while he was a
consultant to the Company and the level of compensation historically paid by the
Company for this position.
The Board of Directors has implemented an executive compensation philosophy
that seeks to relate executive compensation to corporate performance, individual
performance and creation of stockholder value. Historically, this has been
achieved through compensation programs which focus on both short and long term
results.
8
<PAGE>
In accordance with the Board of Directors' executive compensation
philosophy, the major component of executive compensation has been base salary.
Salaries for executive officers are based on current individual and
organizational performance, affordability and competitive market trends.
Additional incentives are provided through issuance of incentive stock options.
Board of Directors: Donald W. Muntz
Abraham H. Nechemie
George M. Pavia, Esq.
Ervin Schoenblum
PERFORMANCE GRAPH
The following performance graph compares the five-year cumulative total
return on the Company's common stock with the S & P 500 Index and the S & P
Medical Products and Supplies Index assuming $100 was invested on August 31,
1991 and all dividends were reinvested.
[GRAPHIC OMITTED]
<TABLE>
Indexed Returns
Years Ending
<CAPTION>
Company/Index Aug 91 Aug 92 Aug 93 Aug 94 Aug 95 Aug 96
<S> <C> <C> <C> <C> <C> <C>
Electro-Catheter Corp. 100 100.00 125.00 62.50 40.50 81.25
S & P 500 Index 100 107.92 124.34 131.14 159.27 189.10
Hlth Care(Med PDS&SUPP)-500 * 100 101.42 77.82 90.97 140.04 159.34
*Name change from Medical Products and Supplies
</TABLE>
Notwithstanding anything set forth in any of the Company's previous filings
under the Securities Act of 1933 or the Securities Exchange Act of 1934 which
might incorporate future filings, the preceding performance graph shall not be
deemed incorporated by reference into any such filings.
9
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 11, 1993, the Company entered into an agreement with the T-
Partnership to borrow up to $1,000,000. Ervin Schoenblum, the Company's Acting
President and Director, and another member of the Company's Board of Directors,
Abraham H. Nechemie, are members of the T-Partnership. As of August 31, 1995,
the Company had drawn down all of the $1,000,000. On August 31, 1995, the
Company entered into an agreement with the T-Partnership to borrow an additional
$500,000. In January 1996, the T-Partnership agreed to lend the Company an
additional sum of $200,000 and to a deferral of interest payments on all
indebtedness for three months. As of August 31, 1996, the Company had received
all of the available funds and had outstanding loans including deferred interest
of $1,747,125, from the T- Partnership.
The rate of interest is 12% per annum and is payable monthly on any
outstanding balance. Principal payments of $25,000, to be made monthly, began on
September 1, 1996. Any remaining balance is due on August 1, 2001. The loan is
secured by the Company's property, building, accounts receivable, inventories
and machinery and equipment. The Company must prepay the outstanding balance in
the event the Company is merged into or consolidated with another corporation or
the Company sells all or substantially all of its assets.
In exchange for the additional funds, the Company agreed that if it is not
in compliance with a certain financial covenant, to be tested on a monthly
basis, the T-Partnership may declare an Event of Default and accelerate
repayment of indebtedness. As of August 31, 1996, the Company was not in
compliance with this financial covenant. However, on December 16, 1996, the
T-Partnership agreed to amend the financial covenants and not to exercise its
right to accelerate the repayment of indebtedness for one year unless revised
financial covenants are not met. The Company is currently in compliance with the
revised financial covenants.
Under the provisions of the original agreement, the T-Partnership was
granted purchase warrants which permitted the T-Partnership to purchase 166,667
shares of the Company's common stock at a price of $3.25 per share. The new
agreement states that the T-Partnership would surrender its original purchase
warrant to purchase 166,667 shares of common stock and be granted a new purchase
warrant to purchase 500,000 shares of the Company's common stock at a price of
$0.9875 per share. A value has been allocated to the warrants based upon their
estimated fair market value at the date of the agreement. Such amount ($50,000)
is amortized as additional interest expense over the term of the indebtedness.
The unamortized balance is shown in Other Assets in the accompanying 1996 and
1995 Balance Sheets. The warrants are immediately exercisable and expire on
August 1, 2001. As of August 31, 1996, these warrants remain outstanding.
10
<PAGE>
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, management has no knowledge of any
business which may be brought before the Meeting for consideration other than
that described above. Should any other matter properly be presented for action
at the Meeting, it is the intention of the persons named in the accompanying
Proxy to vote the shares represented thereby in accordance with their best
judgment on such matters.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The independent, certified public accountants selected by management to
audit the Company's financial statements for the current fiscal year is the firm
of KPMG Peat Marwick LLP, 150 John F. Kennedy Parkway, Short Hills, New Jersey,
which firm also audited the Company's financial statements for the 1996 fiscal
year. It is anticipated that a representative of KPMG Peat Marwick LLP will be
present at the Meeting and will have an opportunity to make a statement and to
answer appropriate questions of shareholders.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting of Shareholders must be received at the Company's executive offices not
later than January 9, 1998 in order to be considered for inclusion in the
Company's Proxy Statement relating to such Meeting. In order to curtail
controversy as to the date on which a proposal was received by the Company,
proposals should be submitted by Certified Mail, Return Receipt Requested.
SOLICITATION OF PROXIES
The entire expense of preparing, assembling and mailing the Proxy
Statement, form of Proxy, and other materials used in the solicitation of
Proxies are paid by the Company. In addition to the solicitation of Proxies by
mail, arrangements may be made with brokerage houses and other custodians,
nominees and fiduciaries to send Proxy material to their principals, and the
Company will reimburse them for expenses in so doing. The extent to which this
will be necessary, depends entirely on how promptly Proxies are received and,
for this reason, shareholders are urged to mark, sign and date the accompanying
form of Proxy and mail it in the enclosed return envelope, which requires no
postage if mailed in the United States, so that their votes can be recorded.
By Order of the Board of Directors,
ERVIN SCHOENBLUM
Acting President and
Chief Operating Officer
Dated: Rahway, New Jersey
May 8, 1997
11
<PAGE>
APPENDIX
Proxy
ELECTRO-CATHETER CORPORATION
2100 FELVER COURT
RAHWAY, NEW JERSEY 07065
The undersigned hereby (1) acknowledges receipt of the Notice of the Annual
Meeting of Shareholders of Electro-Catheter Corporation (the "Company") to be
held at the Holiday Inn Jetport, 1000 Spring Street, Elizabeth, N.J. 07201, on
Thursday, June 12, 1997 at 10:00 A.M. and the proxy statement in connection
therewith, and (2) appoints ARLENE BELL and JOSEPH MACALUSO, and each of them,
with power of substitution, as proxies to represent the undersigned at the
Annual Meeting of Shareholders and at any adjournment thereof, to vote and act
with respect to all of the shares of common stock, $.10 par value, of the
Company standing in the name of the undersigned or with respect to which the
undersigned is entitled to vote and act, if personally present, as indicated
below, hereby revoking any proxy heretofore given by the undersigned:
(1) ELECTION OF DIRECTORS
|_| FOR election of directors:
Donald W. Muntz, Abraham H. Nechemie, George M. Pavia,
Ervin Schoenblum
(except authority withheld from nominee(s) listed in space below):
__________________________________________________________
|_| WITHHOLD AUTHORITY to vote for all nominees listed above.
(continued and to be signed on reverse side)
<PAGE>
(2) In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting.
The shares represented by this proxy will be voted as directed. IF NO
CONTRARY INSTRUCTION IS GIVEN, THE SHARES WILL BE VOTED IN FAVOR OF
EACH OF THE PROPOSALS LISTED ABOVE.
This proxy is solicited on behalf of the Board of Directors of the
Company
Dated:__________________________________, 1997
____________________________________________
Signature
____________________________________________
Signature
Please date, sign as name appears above, and
return promptly in the enclosed envelope; no
postage is required. If the stock is registered
in the names of two or more persons, each
should sign. When signing as corporate officer,
partner, executor, administrator, trustee or
guardian, please give full title. Please note
any change in your address alongside the
address as it appears in the proxy.
