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]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
AMERICAN MEDICAL ALERT CORP.
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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:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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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AMERICAN MEDICAL ALERT CORP.
3265 Lawson Boulevard
Oceanside, New York 11572
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NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JUNE 5, 1998
To the Shareholders of American Medical Alert Corp.:
NOTICE IS HEREBY GIVEN that the 1998 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 Friday, June 5, 1998 at 10:30 A.M., Eastern Daylight Time, to consider
and act upon the following matters:
1. The election of five (5) 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, 1998; and
3. The transaction of such other business as may properly come
before the Meeting or any adjournments or postponements 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 20, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting or any adjournments or postponements thereof.
By Order of the Board of Directors,
JOHN ROGERS,
Secretary
Oceanside, New York
May 1, 1998
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.
<PAGE>
AMERICAN MEDICAL ALERT CORP.
3265 Lawson Boulevard
Oceanside, New York 11572
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PROXY STATEMENT
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This Proxy Statement is being furnished to the holders of Common
Stock, par value $.01 per share ("Common Stock"), of American Medical Alert
Corp. (the "Company") in connection with the solicitation by and on behalf of
its Board of Directors of proxies ("Proxy" or "Proxies") for use at the 1998
Annual Meeting of Shareholders (the "Meeting") to be held on Friday, June 5,
1998, 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 adjournments or postponements thereof, for the purposes set
forth in the accompanying Notice of 1998 Annual Meeting of Shareholders.
The cost of preparing, assembling and mailing the Notice of 1998
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. The
Company may retain an independent proxy solicitation firm to solicit proxies.
The cost of such proxy solicitation will be borne by the Company. 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, facsimile,
telegraph or personal interview. The approximate mailing date of this Proxy
Statement is May 1, 1998.
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 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, 1998.
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 20, 1998 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
adjournments or postponements thereof. As of the Record Date, there were
5,886,899 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.
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PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, shareholders will elect five 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, Leonard Herz, Peter
Breitstone, Dennis Stern, and Theodore Simon (the "nominees") to serve as
directors upon their nomination at the Meeting. Each of Messrs. Siegel, Herz and
Breitstone was elected by shareholders at the 1996 Annual Meeting of
Shareholders and is currently a member of the current Board of Directors. None
of the other nominees are members of the current Board of Directors. 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, 64, has been the Company's Chairman of the Board,
President and Chief Executive Officer and a director for more than the past five
years. Mr. Siegel also served as the Company's Chief Financial Officer for more
than the past five years, prior to the Company hiring Corey M. Aronin to serve
in such capacity in September, 1996.
LEONARD HERZ, 66, 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, 44, 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 located in Cedarhurst, New York, since December
1989. 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 more than the past five
years. Mr. Breitstone also serves as a director of Periphonics Corporation.
DENNIS STERN, 56, has been the Vice President-Acquisitions &
Corporate Development for ADT Security Services, Inc. since December 1996. From
May 1996 through December 1996, Mr. Stern was an attorney with the firm of
Buchanan Ingersoll. Since 1983, Mr. Stern has been a member of the Board of
Directors of The National Guardian Corporation, where he has also served as
Executive Vice President and General Counsel.
THEODORE SIMON, 62, has served as the Senior Vice President of
Engineering of Fire Burglary Instruments, a division of Pittway Corp., since
1990. Prior to 1990, Mr. Simon served as President of such company prior to its
acquisition by Pittway.
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NON-DIRECTOR-EXECUTIVE OFFICER
COREY M. ARONIN, 45, joined the Company in September 1996 as the
Chief Financial Officer. Previously, Mr. Aronin held senior financial positions.
From December 1995 to May 1996, he served as the Executive Vice President of
Finance at Affiliated Island Grocers, Inc. From August 1982 until November 1995,
Mr. Aronin served as the controller and Treasurer at Golden Simcha Poultry,
Inc., a closely held corporation, in which Mr. Aronin was a shareholder. A
petition was filed under Chapter 7 of the Federal Bankruptcy Act in February
1996 in the United States Bankruptcy Court, District of New Jersey, by several
of the creditors of Golden Simcha Poultry, Inc., which petition was confirmed on
April 10, 1996. Mr. Aronin is a certified public accountant.
NON-DIRECTOR-SIGNIFICANT OFFICERS
JOHN LESHER, 43, 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, Pennsylvania 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, 51, joined the Company in 1984 as the Manager of the
Emergency Response, Installation and Service Center. He became the Company's
Vice President, Operations in July 1993. Additionally, he has been the 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,
executive officers or significant 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,
1997, the Board of Directors held six meetings. During such year, the Board of
Directors acted on one occasion 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, 1997, the Stock
Option Committee held two meetings. During such year, the Stock Option Committee
acted on no occasions by unanimous written consent.
The Board of Directors created an Audit Committee pursuant to a
Special Meeting of the Board of Directors on February 24, 1998. The Audit
Committee consists of Messrs. Howard M. Siegel, Leonard Herz and Peter
Breitstone. The function of the Audit Committee is to review and advise the
Board with respect to matters concerning the financial condition and operations
of the Company, to nominate independent auditors, subject to approval of the
Company's Board of Directors, and to examine and consider matters related to the
audit of the Company's accounts, the financial affairs and accounts of the
Company, the scope of the independent auditors' engagement and their
compensation, the effect on the Company's financial statements of any proposed
changes in generally accepted accounting principles, disagreements, if any,
between the Company's independent auditors and management, and matters of
concern to the independent
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auditors resulting from the audit, including the results of the independent
auditors' review of internal accounting controls.
The Board of Directors has no standing Executive, Compensation or
Nominating Committees.
Each incumbent director with the exception of Myron Segal, M.D.
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 Company's 1997 Stock Option Plan, the Board has the
authority to grant options to directors in its discretion. The Board may from
time to time authorize the grant of stock options to directors in connection
with attendance at Board of Director meetings, at such times and in amounts as
determined by the Board in its sole discretion. The Board of Directors presently
intends to grant 10,000 options to each director per calendar year for
participation in meetings of the Board. In addition, each director receives $750
for each meeting of the Board of Directors attended. No person receives any fees
in connection with attendance at meetings of committees of the Board of
Directors.
EXECUTIVE OFFICERS
The Executive Officers of the Company are Howard M. Siegel, Chairman
of the Board, President and Chief Executive Officer and Corey M. Aronin, Chief
Financial Officer. 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.
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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 20, 1998, 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) the
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
Beneficial Owner Beneficial Ownership of Class(1)
- ---------------- -------------------- -----------
Howard M. Siegel(2) 1,245,840(3) 21.2%
Leonard Herz 62,000(4) 1.1%
254 Garfield Street
Denver, Colorado 80206
Peter Breitstone 20,000(5) *
534 Willow Avenue
Cedarhurst, New York 11516
Dennis Stern 0 *
123 Harbor Drive, Unit 611
Stamford, Connecticut 06902
Theodore Simon 151,570(6) 2.6%
35 Melrose Road
Dix Hills, New York 11746
Kennedy Capital Management, Inc. 427,803(7) 7.3%
10829 Olive Boulevard
St. Louis, Missouri 63141
All directors and executive
officers as a group
(5 persons) 1,479,410(8) 25.1%
(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 Mr. Howard M. Siegel is 3265 Lawson Boulevard,
Oceanside, New York 11572.
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(3) Includes 186,425 shares subject to currently exercisable stock options,
19,300 shares held by Mr. Siegel as custodian for his son and 10,000
shares owned by Mr. Siegel's wife. Mr. Siegel disclaims beneficial
ownership of the shares owned by his wife.
(4) Includes 25,000 shares subject to currently exercisable stock options and
20,000 shares subject to currently exercisable warrants.
(5) Includes 20,000 shares subject to currently exercisable stock options.
(6) Includes 50,801 shares held by Mr. Simon as custodian for three of his
children. Mr. Simon disclaims beneficial ownership of such shares.
(7) Based upon a copy of a Schedule 13G received by the Company.
(8) Includes shares indicated in notes (3), (4), (5) and (6).
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 the fiscal
year ended December 31, 1997, each of Messrs. Howard Siegel, Leonard Herz, Peter
Breitstone and Myron Segal, M.D. failed to timely file two reports with respect
to the grant of certain stock options to purchase Common Stock, Mr. Siegel
failed to timely file one report with respect to the acquisition of shares of
Common Stock issuable upon exercise of stock options owned by him, and Mr. Herz
failed to timely file one report with respect to the extension of the term of
certain warrants to purchase Common Stock owned by him.
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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 (the "Named
Executive Officer"), for services in all capacities to the Company and its
subsidiaries during the Company's 1995, 1996 and 1997 fiscal years:
Long-Term
Annual Compensation Compensation
Name and ------------------- ------------
Principal
Position Year Salary Bonus Options(#)
-------- ---- ------ ----- ----------
Howard M. Siegel 1997 $200,000 0 9,200
Chairman of the 1996 $168,699 $34,000 10,726
Board, President 1995 $134,038 $30,441 6,106
and Chief Executive
Officer
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted
during the Company's 1997 fiscal year to the Named Executive Officer. All such
options were granted under the Company's 1997 Stock Option Plan or the Company's
1991 Stock Option Plan, as amended.
Percent
of Total
Options
Granted to Exercise
Number of Employees in Price Expiration
Name Options Fiscal Year Per Share Date
---- ------- ----------- --------- ----
Howard M. Siegel 3,750(1) 4.49% $2.9563 January 1, 2002
5,450(2) 7.04% $2.9563 July 23, 2002
(1) These options were granted on January 2, 1997.
(2) These options were granted on July 24, 1997.
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OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
The following table sets forth certain information concerning the
number of shares of Common Stock acquired upon the exercise of stock options
during the year ended December 31, 1997 and the number and value at December 31,
1997 of shares of Common Stock subject to unexercised options held by the
individuals listed in the Summary Compensation Table.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(1) Unexercisable Unexercisable
---- --------------- --------------- ------------- -------------
Howard Siegel 2,500 $3,718.75 183,604 $2,585.57
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(1) Represents the closing bid price on the National Association of Securities
Dealers Automated Quotation System of the underlying shares of Common
Stock on the date of exercise less the option exercise price.
COMPENSATION COMMITTEE AND INSIDER PARTICIPATION
The Board of Directors has no Compensation Committee or other
committee performing equivalent functions. The Board of Directors generally
performs such functions itself. As a member of the Board of Directors, Mr.
Siegel participated in the deliberations of the Company's Board of Directors
during the Company's 1997 fiscal year concerning executive officer compensation.
EMPLOYMENT AGREEMENT
The Company and Howard M. Siegel are parties to an Employment
Agreement ("Employment Agreement") dated as of January 1, 1997, which expires on
December 31, 1999. Under the terms of the Employment 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 base salary of $200,000
for the first year of employment, $215,000 for the second year of employment and
$230,000 for the remainder of the employment term.
In addition, Mr. Seigel will receive as additional compensation, for
any year that the Company's pre-tax income, as defined in the Employment
Agreement, exceeds $2,000,000, an amount equal to 8% of the Company's pre-tax
income between $2,000,000 and $3,000,000, 9% of the Company's pre-tax income
between $3,000,000 and $4,000,000 and 10% of the Company's pre-tax income in
excess of $4,000,000. Such additional compensation may be paid to Mr. Siegel, at
his option, in cash, Common Stock of the Company or a combination of both.
In the event of his death during the term of the Employment
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 one hundred eighty (180) consecutive days or
an aggregate of more than one hundred and eighty (180) days in any 12 month
period, the Company may terminate the Employment Agreement after the expiration
of such period. Mr. Siegel shall be entitled
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to receive the base pay and the additional compensation earned for such fiscal
year, if any, pro rated to the date of termination. In addition, in the event
there is a "change in control" and Mr. Siegel terminates his employment with the
Company within seven months after obtaining actual knowledge of the occurrence
of certain circumstances relating to Mr. Siegel's employment, Mr. Siegel will be
entitled to his base salary, the additional compensation described in the
preceding paragraph, any benefits or awards earned through his last day of
employment and a lump sum payment equal to 2.99 times his "base amount" as
defined in section 280G(b)(3) of the Internal Revenue Code of 1986.
Mr. Siegel has agreed that for the term of the Employment 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 party
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 lease which, as amended, expires on
September 30, 2007. The lease provides for a current base annual rent of
approximately $74,600, subject to a 5% annual increase, plus reimbursement of
real estate taxes and certain operating expenses. In October 1997, the Company
entered into a separate ten year operating lease for an additional 2,200 square
feet of office space owned by Mr. Siegel. The lease calls for an initial minimum
annual rental of $36,000, subject to a 5% annual increase plus reimbursement for
real estate taxes. The Company believes that the terms of these leases 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 commission currently earned by Breitstone & Co., Ltd. on such
insurance 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, 1998.
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, 1998.
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 appropriate questions from
shareholders.
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VOTING REQUIREMENTS
Directors are elected by a plurality of the votes cast at the Meeting
(Proposal 1). The affirmative vote of a majority of the votes cast at the
meeting will be required to ratify the appointment of Margolin, Winer & Evens
LLP as auditors of the Company for the fiscal year ending December 31, 1998
(Proposal 2). Abstentions and broker nonvotes with respect to any matter are not
considered as votes cast with respect to that matter. The Board of Directors has
unanimously recommended a vote FOR each nominee for director named in Proposal 1
and FOR Proposal 2.
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company not later than January
8, 1999 for inclusion in the Company's proxy statement and form of proxy for
that meeting.
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 1, 1998
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PROXY AMERICAN MEDICAL ALERT CORP. PROXY
(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 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 1998 Annual 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
Friday, June 5, 1998 at 10:30 A.M., Eastern Daylight Time, and at any
adjournments or postponements 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.
Each properly executed Proxy will be voted in accordance with the
specifications made on the reverse side of 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 (i) FOR all listed nominees to
serve as directors, and (ii) 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, 1998 and in accordance with their
discretion on such other matters as may properly come before the meeting.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR ALL LISTED NOMINEES.
1. Election of FOR all nominees WITHHOLD AUTHORITY
five Directors listed (except as marked to the to vote for all
listed nominees contrary) [_] below [_]
Nominees: Howard M. Siegel, Leonard Herz, Peter Breitstone, Dennis Stern
and Theodore Simon.
(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, 1998.
[_] FOR [_] AGAINST [_] ABSTAIN
3. The proxies are authorized to vote in their discretion upon such other
matters as may properly come before the meeting.
The shares represented by this Proxy will be voted in the manner
directed. In the absence of any direction, the shares will be voted FOR each
nominee listed above, 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, 1998 and in accordance with their discretion on such
other matters as may properly come before the Meeting.
Dated _____________________, 1998
_________________________________
_________________________________
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 identify the
capacity in which you are acting.)
