SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AMERICAN MEDICAL ALERT CORP.
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(Name of Registrant as Specified In Its Charter)
---------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $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
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
_________
| AMAC | AMERICAN MEDICAL ALERT CORP.
|_________|
INTERACTIVE VOICE COMMUNICATIONS
3265 Lawson Boulevard * Oceanside, NY 11572
(516) 536-5850 * 1 (800) 645-3244 * Fax: (516) 536-5276
May 15, 1996
Dear Shareholder
You are cordially invited to join us for the 1996
Annual Meeting of Shareholders to be held at the
offices of Parker Chapin Flattau & Klimpl, LLP, 1211
Avenue of the Americas (18th floor), New York, New
York, on Tuesday, June 11, 1996 at 10:30 A.M.,
Eastern Daylight Time. The matters to be acted upon
at the Meeting are set out and described in the
Notice of 1996 Annual Meeting of Shareholders and
Proxy Statement which accompany this letter. We
request that you read both of them carefully.
We hope that you plan to attend the Meeting.
However, if you are not able to join us, we urge you
to exercise your right as a shareholder and vote.
Please promptly sign, date and return the enclosed
proxy card in the accompanying postage prepaid
envelope. You may, of course, attend the 1996 Annual
Meeting of Shareholders and vote in person even if
you have previously mailed your proxy card.
Sincerely,
/s/ Howard M. Siegel
Howard M. Siegel
Chairman of the Board
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE. BY
DOING SO, YOU MAY SAVE THE COMPANY THE EXPENSE OF AN
ADDITIONAL SOLICITATION.
<PAGE>
AMERICAN MEDICAL ALERT CORP.
3265 Lawson Boulevard
Oceanside, New York 11572
----------
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, JUNE 11, 1996
To the Shareholders of American Medical Alert Corp.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders of
American Medical Alert Corp. will be held at the offices of Parker Chapin
Flattau & Klimpl, LLP, 1211 Avenue of the Americas (18th floor), New York, New
York, on Tuesday, June 11, 1996 at 10:30 A.M., Eastern Daylight Time, to
consider and act upon the following matters:
1. The election of six directors to serve until the next Annual
Meeting of Shareholders and until their respective successors are elected
and qualified;
2. The ratification and approval of the appointment of Margolin, Winer
& Evens LLP as the Company's independent auditors for the fiscal year
ending December 31, 1996; and
3. The transaction of such other business as may properly come before
the Meeting or any adjournment or postponement thereof.
Information regarding the matters to be acted upon at the Meeting is
contained in the accompanying Proxy Statement.
The close of business on April 25, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
JOHN ROGERS,
Secretary
Oceanside, New York
May 15, 1996
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IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. EACH SHAREHOLDER
IS URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WHICH IS BEING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. AN ENVELOPE, ADDRESSED TO THE
COMPANY'S TRANSFER AGENT, IS ENCLOSED FOR THAT PURPOSE AND NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES.
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<PAGE>
AMERICAN MEDICAL ALERT CORP.
3265 Lawson Boulevard
Oceanside, New York 11572
----------------
PROXY STATEMENT
----------------
This Proxy Statement is furnished to the holders of Common Stock, par value
$.01 per share ("Common Stock"), of American Medical Alert Corp. ("Company") in
connection with the solicitation by and on behalf of its Board of Directors of
proxies ("Proxy" or "Proxies") for use at the 1996 Annual Meeting of
Shareholders ("Meeting") to be held on Tuesday, June 11, 1996, at 10:30 A.M.,
Eastern Daylight Time, at the offices of Parker Chapin Flattau & Klimpl, LLP,
1211 Avenue of the Americas (18th floor), New York, New York and at any
adjournment or postponement thereof, for the purposes set forth in the
accompanying Notice of 1996 Annual Meeting of Shareholders. The cost of
preparing, assembling and mailing the Notice of 1996 Annual Meeting of
Shareholders, this Proxy Statement and the Proxies is to be borne by the
Company. The Company will also reimburse brokers who are holders of record of
Common Stock for their expenses in forwarding Proxies and Proxy soliciting
material to the beneficial owners of such shares of Common Stock. In addition to
the use of the mails, Proxies may be solicited without extra compensation by
directors, officers and employees of the Company by telephone, telecopy,
telegraph or personal interview. The approximate mailing date of this Proxy
Statement is May 15, 1996.
Unless otherwise specified, all Proxies, in proper form, received by the
time of the Meeting will be voted for the election of all nominees named herein
to serve as directors and in favor of the ratification and approval of the
appointment of Margolin, Winer & Evens LLP as the Company's independent auditors
for the fiscal year ending December 31, 1996.
A Proxy may be revoked by a shareholder at any time before its exercise by
filing with John Rogers, the Secretary of the Company at the address set forth
above, an instrument of revocation or a duly executed proxy bearing a later
date, or by attendance at the Meeting and voting in person. Attendance at the
Meeting will not, in and of itself, constitute revocation of a Proxy.
The close of business on April 25, 1996 has been fixed by the Board of
Directors as the record date ("Record Date") for the determination of
shareholders entitled to notice of and to vote at the Meeting or any adjournment
or postponement thereof. As of the Record Date, there were 5,708,801 shares of
Common Stock outstanding. Each share of Common Stock outstanding on the Record
Date will be entitled to one vote on all matters to come before the Meeting.
A majority of the total number of shares of the Company's Common Stock,
issued and outstanding and entitled to vote, represented in person or by proxy,
is required to constitute a quorum for the transaction of business. Proxies
submitted which contain abstentions or broker non-votes will be deemed present
at the Meeting for determining the presence of a quorum.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, shareholders will elect six directors to serve until the
next Annual Meeting of Shareholders and until their respective successors are
elected and qualified. Unless otherwise directed, the persons named in the Proxy
intend to cast all properly executed Proxies received by the time of the Meeting
FOR the election of Messrs. Howard M. Siegel, Wilfred L. Mossey, Myron Segal,
M.D., Leonard Herz, Peter Breitstone and Eli S. Feldman (the "nominees") to
serve as directors upon their nomination at the Meeting. Each of the nominees,
other than Mr. Feldman, was elected by shareholders at the 1995 Annual Meeting
of Shareholders and each of the nominees is a member of the current Board of
Directors. In April 1996, the Board of Directors acting by unanimous written
consent, increased the number of directors that constitute the Board from five
to six members. In addition, Mr. Feldman was elected to fill the newly created
directorship to serve until the next annual meeting of shareholders of the
Company and until his successor is duly elected and qualified. Each nominee has
advised the Company of his willingness to serve as a director of the Company. In
case any nominee should become unavailable for election to the Board of
Directors for any reason, the persons named in the Proxies have discretionary
authority to vote the Proxies for one or more alternative nominees who will be
designated by the Board of Directors.
INFORMATION ABOUT NOMINEES
Set forth below is certain information with respect to each nominee:
HOWARD M. SIEGEL, 62, has been the Company's Chairman of the Board,
President, Chief Executive Officer, Chief Financial Officer and a director for
more than the past five years.
WILFRED L. MOSSEY, 59, was the Company's Executive Vice President and
Secretary from April 1984 to July 1993 and a director since December 1987. He
became Vice President, Homecare in July 1993 and has served in such capacity
since.
MYRON SEGAL, 72, M.D., F.A.C.S., has been a director of, and consultant to,
the Company since October 1983. Effective May 2, 1994, Dr. Segal became the
Company's Director of Medical Services. Prior to his retirement in 1995, Dr.
Segal was Associate Medical Director of New York Blue Cross and Blue Shield and
served as an Advisor to the Federal Medical Program. He is a former Associate
Professor of Cardiac Surgery at the University of Miami, Florida and is a fellow
of the American College of Surgeons, The American College of Chest Physicians
and The American College of Cardiology.
LEONARD HERZ, 64, has been a director of the Company since June 1993. He
has been the President of Leonard Herz and Associates, a financial consulting
firm since 1982. Leonard Herz and Associates is located in Denver, Colorado. Mr.
Herz is a certified public accountant.
PETER BREITSTONE, 42, has been a director of the Company since March 1994.
He has been the President of Breitstone & Co., Ltd., an insurance brokerage and
consulting firm
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<PAGE>
located in Cedarhurst, New York, since December 1989. From 1987 to December 1989
Mr. Breitstone was Vice President of Breitstone & Co., Ltd. He is also the
President of Shinecock Insurance Ltd., a company providing reinsurance. He has
served in such capacity since December 1987. Mr. Breitstone has also been a
practicing attorney in New York for a period in excess of five years.
ELI S. FELDMAN, 56, has been a director of the Company since April 1996. He
has been the Executive Vice President and Chief Executive Officer of
Metropolitan Jewish Health Systems, a not-for-profit corporation of
participating health care service entities for a period in excess of five years.
NON-DIRECTOR-SIGNIFICANT OFFICERS
JOHN LESHER, 41, became the Company's Vice President, Engineering in March
1991. Prior thereto and from 1989, Mr. Lesher served as a senior engineer at the
Company's former Bristol, PA facility. From May 1984 to November 1988, Mr.
Lesher served as the Operations and Manufacturing Director of Advanced Graphic
Systems, Inc. (a subsidiary of Automation and Printing International Technology,
Inc.), a company engaged in the sale and marketing of computerized printing
equipment.
JOHN ROGERS, 49, joined the Company in 1984 as Manager of the Emergency
Response, Installation and Service Center. He became the Company's Vice
President, Operations in July 1993. Additionally, he has been Secretary of the
Company since July 1993. Prior to joining the Company he was employed at
Technical Liaison Corporation from 1969 through May 1984 as Installation &
Service Manager.
There is no family relationship between any of the directors and executive
officers of the Company.
COMMITTEES
The Board of Directors is responsible for the affairs and the business of
the Company. During the Company's fiscal year ended December 31, 1995, the Board
of Directors held three meetings. During such year, the Board of Directors acted
on four occasions by unanimous written consent.
The Board of Directors has a Stock Option Committee. The function of the
Stock Option Committee is to administer the Company's employee stock option
plans. During the Company's fiscal year ended December 31, 1995, the Stock
Option Committee did not hold any meetings. During such year, the Stock Option
Committee acted on two occasions by unanimous written consent.
The Board of Directors has no standing Executive, Audit, Compensation or
Nominating Committees.
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Each incumbent director attended at least 75% of the aggregate of all
meetings of the Board of Directors and the Stock Option Committee, if a member
thereof.
COMPENSATION OF DIRECTORS
Pursuant to the terms of the Company's 1991 Stock Option Plan ("1991
Plan"), each director of the Company receives formula grants of stock options
under the 1991 Plan. The grants are made on the first Wednesday of the month
following the end of each two consecutive fiscal quarters of the Company, or if
such day is a holiday, the next succeeding business day. For each director who
is an employee of the Company, the number of shares subject to each such grant
is equal to five percent of the dollar amount of the director's aggregate salary
during the two fiscal quarters immediately preceding the date of grant. For each
director who is not an employee of the Company, the number of shares subject to
each such grant is equal to 2,500. As formula grants under the 1991 Plan, the
foregoing grants of options to directors are not subject to the determinations
of the Board of Directors or the Stock Option Committee. In addition, each
non-employee director receives $500 for each meeting of the Board of Directors
attended.
EXECUTIVE OFFICERS
The Executive Officers of the Company are Howard M. Siegel, Chairman of the
Board, President, Chief Executive Officer and Chief Financial Officer and
Wilfred L. Mossey, Vice President, Homecare. The Other Significant Officers of
the Company are, John Lesher, Vice President, Engineering, and John Rogers, Vice
President, Operations and Secretary. Information regarding each of these persons
is provided above.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the ownership of shares of
the Company's Common Stock, as of April 30, 1996, with respect to (a) holders
known to the Company to beneficially own more than five percent of the
outstanding Common Stock of the Company, (b) each director and nominee, (c) each
executive officer named in the Summary Compensation Table under the caption
"Executive Compensation" below and (d) all directors and executive officers of
the Company as a group. The Company understands that, except as noted below,
each beneficial owner has sole voting and investment power with respect to all
shares attributable to such owner.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class(1)
------------------- -------------------- --------
Howard M. Siegel(2) . . . 1,404,321(3) 23.9%
Wilfred L. Mossey(2) . . 185,429(4) 3.2%
Myron Segal, M.D.(2) . . 72,500(5) 1.3%
<PAGE>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class(1)
------------------- -------------------- --------
Leonard Herz . . . . . . . 52,000(6) *
254 Garfield Street
Denver, Colorado 80206
Peter Breitstone . . . . 10,000(7) *
534 Willow Avenue
Cedarhurst, NY 11516
Eli S. Feldman . . . . . -- *
c/o Metropolitan Jewish
Health System
6323 Seventh Avenue
Brooklyn, NY 11220
All directors and executive
officers as a group
(6 persons) . . . . . . 1,724,250(8) 28.8%
- ---------------------------- ---------
(1) Asterisk indicates less than 1%. Shares subject to options are considered
outstanding only for the purpose of computing the percentage of outstanding
Common Stock which would be owned by the optionee if the options were so
exercised, but (except for the calculation of beneficial ownership by all
directors and executive officers as a group) are not considered outstanding
for the purpose of computing the percentage of outstanding Common Stock
owned by any other person.
(2) The business address of each of Messrs. Siegel, Mossey and Dr. Segal is
3265 Lawson Boulevard, Oceanside, New York 11572.
(3) Includes 173,991 shares subject to currently exercisable stock options,
19,300 shares held by Mr. Siegel as custodian for his son and 5,000 shares
owned by Mr. Siegel's wife. Mr. Siegel disclaims beneficial ownership of
the shares owned by his wife.
(4) Includes 53,417 shares subject to currently exercisable stock options and
1,000 shares owned by Mr. Mossey's minor child.
(5) Includes 20,000 shares subject to currently exercisable stock options.
(6) Includes 15,000 shares subject to currently exercisable stock options and
20,000 shares subject to currently exercisable warrants.
(7) Represents 10,000 shares subject to currently exercisable stock options.
(8) Includes shares indicated in notes (3), (4), (5), (6) and (7).
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<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and
long-term compensation of the Company's chief executive officer and the highest
paid executive officer of the Company other than the chief executive officer
(together, the "Named Executive Officers"), for services in all capacities to
the Company and its subsidiaries during the Company's 1993, 1994 and 1995 fiscal
years:
Long-Term
Annual Compensation Compensation
Name and ------------------- ------------
Principal Other Annual
Position Year Salary Bonus Compensation Options(#)
-------- ---- ------ ----- ------------ ----------
Howard M. Siegel 1995 $134,038 $30,441 -- 6,106
Chairman of the 1994 120,192 28,200 -- 152,572
Board, President, 1993 107,788 -- -- 5,000
Chief Executive
Officer and Chief
Financial Officer
Wilfred L. Mossey 1995 $ 80,914 $ 7,610 -- 3,910
Vice President, 1994 75,000 -- $ 6,600(1) 9,215
Homecare 1993 75,000 -- 6,600(1) 33,678
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(1) Automobile allowance.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted during
the Company's 1995 fiscal year to the Named Executive Officers. All such options
were granted under the 1991 Plan.
Percent
of Total
Options
Granted to Exercise
Number of Employees in Price Expiration
Name Options Fiscal Year Per Share Date
---- ------- ----------- --------- ----
Howard M. Siegel 3,178(1) 3.8% $2.8875 January 3, 2000
2,928(2) 3.5% $3.4375 July 4, 2000
Wilfred L. Mossey 2,035(1) 2.4% $2.625 January 3, 2000
1,875(2) 2.2% $3.125 July 4, 2000
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(1) These options were granted on January 4, 1995.
(2) These options were granted on July 5, 1995.
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
No options were exercised during the Company's fiscal year ended December
31, 1995 by either of the Named Executive Officers. The following table contains
information concerning the number and value, at December 29, 1995, of
unexercised in-the-money options held by the Named Executive Officers.
Value of
Number of Unexercised
Unexercised in-the-Money
Options Held Options Held
at Fiscal at Fiscal
Year-End Year-End
(Exercisable/ (Exercisable/
Name Unexercisable) Unexercisable)(1)
-------- -------------- -----------------
Howard M. Siegel 412,196/0 $445,573/0
Wilfred L. Mossey 50,866/0 $ 9,938/0
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(1) Value is based on the closing bid price for the Common Stock on the
National Association of Securities Dealers Automated Quotation System on
December 29, 1995, the last trading day of the Company's 1995 fiscal year,
minus the respective exercise prices.
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<PAGE>
COMPENSATION COMMITTEE AND INSIDER PARTICIPATION
The Board of Directors has no Compensation Committee or other committee
performing equivalent functions. As members of the Board of Directors, each of
Mr. Siegel and Mr. Mossey participated in the deliberations of the Company's
Board of Directors during the Company's 1995 fiscal year concerning executive
officer compensation.
STOCK OPTION PLANS
Until 1994 the Company had in effect two stock option plans. The Incentive
Stock Option Plan ("1984 Plan") was approved by the Company's Board of Directors
and shareholders in 1984 and an amendment to the 1984 Plan was adopted by the
Board of Directors in February 1991 and approved by the Company's shareholders
in February 1992. The maximum number of shares that were issuable under the 1984
Plan was 500,000. The 1991 Stock Option Plan ("1991 Plan") was adopted by the
Board of Directors in December 1991 and approved by the Company's shareholders
in February 1992 and an amendment to the 1991 Plan was adopted by the Board of
Directors in February 1994 and approved by the Company's shareholders in August
1994. The maximum number of shares that may be issued under the 1991 Plan is
750,000. The 1984 Plan provided for and the 1991 Plan provides for the granting
of incentive stock options (within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended) to employees of the Company and non-qualified
stock options to nonemployee directors, consultants and advisors of the Company.
The 1984 Plan did not provide for and the 1991 Plan does not provide for the
granting of stock appreciation rights.
Except with respect to formula grants, pursuant to the 1991 Plan, the
exercise price of an incentive stock option granted under the 1991 Plan is
determined by the Stock Option Committee but may not be less than the fair
market value (as defined) per share of the Company's Common Stock on the date
such option is granted; provided that the exercise price per share for such
options granted to a holder of in excess of 10% of the Company's Common Stock
may not be less than 110% of such fair market value. The exercise price of a
non-qualified stock option granted under the 1991 Plan is determined by the
Stock Option Committee. The term of each option granted may not be for more than
ten years from the date the option is granted; provided that the term for
options granted to a holder of in excess of 10% of the Company's Common Stock
may not be for more than five years from such date.
EMPLOYMENT AGREEMENT
The Company and Howard M. Siegel are parties to an Employment Agreement
("Agreement"), effective as of June 24, 1993, which expires on December 31,
1996. Under the terms of the Agreement, pursuant to which Mr. Siegel serves as
the Company's Chairman of the Board, President and Chief Executive Officer, Mr.
Siegel is paid an annual salary of $115,000 for the first year of employment,
$125,000 for the second year of employment and $150,000 for the remainder of the
employment term.
In the event of his death during the term of the Agreement, Mr. Siegel's
estate or such other person as he shall designate shall be entitled to receive
his base pay for a period of one year from the date of his death. In the event
that Mr. Siegel should become disabled and be unable to perform his duties for a
period of 12 consecutive months, the Company may terminate the Agreement after
the expiration of such period. Prior to such termination, however, Mr. Siegel
shall be entitled to receive the base pay and additional compensation.
Mr. Siegel has agreed that for the term of the Agreement and for 18 months
after he ceases being an employee of the Company he will not directly or
indirectly engage in any activity in the United States that is, directly or
indirectly, competitive with the business conducted by the Company. Mr. Siegel
has also agreed that he will not use or disclose to any third person any trade
secrets or confidential information of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's executive offices and primary monitoring center are located
in a 5,600 square foot facility at 3265 Lawson Boulevard, Oceanside, New York.
The Company leases this space and the adjoining 8,000 square foot parking lot
from Howard M. Siegel pursuant to a five-year lease which expires on December
31, 1999. The lease provides for a current base annual rent of approximately
$74,600, plus certain operating expenses, subject to a 5% annual increase. The
Company believes that the terms of this lease are as favorable as could be
obtained from an unaffiliated third party.
The Company purchases insurance through Breitstone & Co., Ltd., an
insurance brokerage and consulting firm which is owned by Mr. Peter Breitstone.
The annual premiums currently paid by the Company on these policies to the
various insurance carriers is approximately $155,400. The annual commission
currently earned by Breitstone & Co., Ltd. is approximately $15,000 The Company
believes that the premiums paid to the various insurance carriers are
competitive and the commissions paid to Breitstone & Co., Ltd. are customary in
the insurance industry.
PROPOSAL 2
RATIFICATION OF SELECTION
OF
INDEPENDENT AUDITORS
The Board of Directors believes that it is appropriate to submit for
approval by its shareholders its selection of Margolin, Winer & Evens LLP as the
Company's independent auditors for the fiscal year ended December 31, 1996.
Unless otherwise directed, persons named in the Proxy intend to cast all
properly executed Proxies received by the time of the Meeting FOR the
ratification and approval of the appointment of Margolin, Winer & Evens LLP as
the Company's independent auditors for the fiscal year ending December 31, 1996.
On August 17, 1995, the Company's Board of Directors a p proved the
dismissal of Deloitte & Touche LLP as its independent public accountants, which
dismissal would take effect simultaneously with the Company s appointment of a
new independent public accountant. There was no adverse opinion or disclaimer of
opinion, or modification as to uncertainty, audit scope or accounting principles
contained in the reports of Deloitte & Touche LLP for either of the past two
fiscal years ended December 31, 1994.
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<PAGE>
During the Company s two most recent fiscal years ended December 31, 1994
and the subsequent interim period preceding Deloitte & Touche LLP s dismissal on
August 17, 1995, there were no disagreements with Deloitte & Touche LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP
to make reference in connection with its report concerning the Company s
financial statements to the subject matter of the disagreements.
On August 17, 1995, the Company s Board of Directors approved the proposal
to engage Margolin, Winer & Evens LLP to be the Company s independent public
accountants for its fiscal year ending December 31, 1995.
A representative of Margolin, Winer & Evens LLP is expected to be present
at the Annual Meeting of Shareholders with the opportunity to make a statement
and to be available to respond to questions regarding these and any other
appropriate matters.
VOTING REQUIREMENTS
Directors are elected by a plurality of the votes cast at the Meeting
(Proposal 1). The affirmative vote of a majority of votes cast at the Meeting
will be required to ratify the appointment of Margolin, Winer & Evens LLP as
independent auditors of the Company for the fiscal year ending December 31, 1996
(Proposal 2). Abstentions and broker non-votes with respect to either matter are
not considered as votes cast with respect to that matter.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED A VOTE IN FAVOR OF EACH
NOMINEE NAMED IN THE PROXY AND FOR PROPOSAL 2.
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company not later than January
17, 1997 for inclusion in the Company's proxy statement and form of proxy for
that meeting.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership and reports
of changes of ownership with the Securities and Exchange Commission and furnish
copies of those reports to the Company. Based solely on a review of the copies
of the reports furnished to the Company to date, or written representations that
no reports were required, the Company believes that all filing requirements
applicable to such persons were complied with, except that during 1995, Dr.
Myron Segal failed to timely file one report with respect to stock option grants
during that year.
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<PAGE>
OTHER MATTERS
Management does not intend to bring before the Meeting for action any
matters other than those specifically referred to above and is not aware of any
other matters which are proposed to be presented by others. If any other matters
or motions should properly come before the Meeting, the persons named in the
Proxy intend to vote thereon in accordance with their judgment on such matters
or motions, including any matters or motions dealing with the conduct of the
Meeting.
PROXIES
All shareholders are urged to fill in their choices with respect to the
matters to be voted on, sign and promptly return the enclosed Proxy.
By Order of the Board of Directors,
JOHN ROGERS
Secretary
May 15, 1996
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<PAGE>
PROXY PROXY
- ----- -----
AMERICAN MEDICAL ALERT CORP.
(Solicited on behalf of the Board of Directors)
The undersigned holder of Common Stock of AMERICAN MEDICAL ALERT CORP.,
revoking all proxies heretofore given, hereby constitutes and appoints Howard M.
Siegel, Wilfred L. Mossey and John Rogers and each of them, Proxies, with full
power of substitution, for the undersigned and in the name, place and stead of
the undersigned, to vote all of the undersigned's shares of said stock,
according to the number of votes and with all the powers the undersigned would
possess if personally present, at the 1996 Meeting of Shareholders of AMERICAN
MEDICAL ALERT CORP., to be held at the offices of Parker Chapin Flattau &
Klimpl, LLP, 1211 Avenue of the Americas (18th floor), New York, New York, on
Tuesday, June 11, 1996 at 10:30 A.M., Eastern Daylight Time, and at any
adjournment or postponement thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement relating to the Meeting and hereby revokes any proxy or proxies
heretofore given.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR ALL LISTED NOMINEES.
1. Election of FOR all nominees WITHHOLD AUTHORITY
six Directors listed (except as to vote for all
marked to the listed nominees
contrary) [ ] below [ ]
Nominees: Howard M. Siegel, Wilfred L. Mossey, Myron Segal, M.D., Leonard Herz,
Peter Breitstone, and Eli S. Feldman.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, CIRCLE THAT NOMINEE'S NAME IN THE LIST PROVIDED ABOVE.)
2. The ratification and approval of the appointment of Margolin, Winer &
Evens LLP as the Company's independent auditors for the fiscal year
ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The proxies are authorized to vote in their discretion upon such other
matters as may properly come before the meeting.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
<PAGE>
Each properly executed Proxy will be voted in accordance with the
specifications made on this Proxy and in the discretion of the Proxies on any
other matter that may come before the meeting. Where no choice is specified,
this Proxy will be voted FOR all listed nominees to serve as directors, FOR the
ratification and approval of the appointment of Margolin, Winer & Evens LLP as
the Company's independent auditors for the fiscal year ending December 31, 1996
and in accordance with their discretion on such other matters as may properly
come before the meeting.
Dated _____________________, 1996
__________________________________
__________________________________
Signature(s)
(Signature(s) should conform to names
as registered. For jointly owned shares,
each owner should sign. When signing as
attorney, executor, administrator,
trustee, guardian or officer of a
corporation, please give full title.)
PLEASE MARK AND SIGN ABOVE AND RETURN PROMPTLY
