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.
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
<PAGE>
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
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<PAGE>
AMERICAN MEDICAL ALERT CORP.
3265 LAWSON BOULEVARD
OCEANSIDE, NEW YORK 11572
----------
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 16, 1999
To the Shareholders of American Medical Alert Corp.:
NOTICE IS HEREBY GIVEN that the 1999 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, New York, New York 10036, on
Wednesday, June 16, 1999 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, 1999; 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 23, 1999 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 12, 1999
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
----------------
PROXY STATEMENT
----------------
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 1999 Annual Meeting
of Shareholders (the "Meeting") to be held on Wednesday, June 16, 1999, at 10:30
A.M., Eastern Daylight Time, at the offices of Parker Chapin Flattau & Klimpl,
LLP, 1211 Avenue of the Americas, New York, New York 10036 and at any
adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of 1999 Annual Meeting of Shareholders.
The cost of preparing, assembling and mailing the Notice of 1999 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
12, 1999.
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, 1999.
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 23, 1999 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
6,379,052 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 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, Theodore Simon and Frederic Siegel (the "nominees") to serve as
directors upon their nomination at the Meeting. All nominees are currently
members of the Board of Directors. Each of Messrs. Howard M. Siegel, Herz and
Breitstone was elected by shareholders at the 1996 Annual Meeting of
Shareholders. Mr. Simon was elected by shareholders at the 1997 Annual Meeting
of Shareholders. Mr. Frederic Siegel was elected by the Board of Directors to
fill an existing vacancy thereon. 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, 65, 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, 67, 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, 45, 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 Shinnecock 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.
THEODORE SIMON, 63, 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.
FREDERIC S. SIEGEL, 29, has been a director of the Company since
September 1998 and has served as Vice President of Sales and Marketing for the
Company since July 1998. Mr. Siegel joined the Company in April 1994 and has
held various sales and marketing positions with the Company. From October 1991
to October 1994, Mr. Siegel served as a benefits consultant for J.N. Savasta
Corp.
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<PAGE>
NON-DIRECTOR-EXECUTIVE OFFICER
COREY M. ARONIN, 46, 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 Chief Financial Officer 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, 44, 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, 52, 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 with the exception of Howard M.
Siegel and Frederic S.
Siegel. Howard M. Siegel is the father of Frederic S. Siegel.
BOARD OF DIRECTOR MEETINGS
The Board of Directors is responsible for the affairs and the business
of the Company. During the Company's fiscal year ended December 31, 1998, the
Board of Directors held five meetings. During such year, the Board of Directors
acted on one occasion by unanimous written consent.
COMMITTEES
The Stock Option Committee of the Board of Directors consists of Messrs.
Howard M. Siegel, Leonard Herz, Peter Breitstone and Theodore Simon. 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, 1998,
the Stock Option Committee held no meetings and acted on two occasions by
unanimous written consent.
The Audit Committee of the Board of Directors consists of Messrs. Howard
M. Siegel, Leonard Herz, Peter Breitstone and Theodore Simon. 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
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<PAGE>
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 auditors
resulting from the audit, including the results of the independent auditors'
review of internal accounting controls. During the fiscal year ended December
31, 1998, the Audit Committee held no meetings and acted on no occasions by
unanimous written consent.
The Compensation Committee of the Board of Directors consists of Messrs.
Howard M. Siegel, Leonard Herz, Peter Breitstone and Theodore Simon. The
Compensation Committee reviews and discusses executive compensation for the
Company's executive officers and makes recommendations to the Board of Directors
in connection therewith. During the fiscal year ended December 31, 1998, the
Compensation Committee held one meeting and acted on one occasion by unanimous
written consent.
The Board of Directors has no standing Executive or Nominating
Committees.
Each incumbent director attended at least 75% of the aggregate of all
meetings of the Board of Directors, the Stock Option Committee and the Audit
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 generally
grants 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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<PAGE>
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 23, 1999, 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).................. 1,252,906(3) 19.6%
Leonard Herz......................... 52,000(4) *
254 Garfield Street
Denver, Colorado 80206
Peter Breitstone..................... 30,000(5) *
534 Willow Avenue
Cedarhurst, New York 11516
Theodore Simon....................... 161,570(6) 2.5%
35 Melrose Road
Dix Hills, New York 11746
Frederic Siegel (2).................. 135,228(7) 2.2%
Kennedy Capital Management, Inc...... 485,403(8) 7.6%
10829 Olive Boulevard
St. Louis, Missouri 63141
All directors and executive
officers as a group
(5 persons)........................ 1,631,704(9) 25.6%
(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 such person is c/o the Company at 3265
Lawson Boulevard, Oceanside, New York 11572.
(3) Includes 197,787 shares subject to currently exercisable stock
options and 19,300 shares held by Mr. Siegel as custodian for his
son.
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<PAGE>
(4) Includes 30,000 shares subject to currently exercisable stock
options.
(5) Includes 30,000 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. Also includes 10,000 shares subject to currently exercisable
stock options.
(7) Includes 19,300 shares held by Mr. Howard M. Siegel as custodian for
Frederic Siegel and 40,928 shares subject to currently exercisable
stock options.
(8) Based solely upon a copy of a Schedule 13G received by the Company in
February 1999.
(9) Includes shares indicated in notes (3), (4), (5), (6) and (7).
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.
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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 (the
"Named Executive Officer"), for services in all capacities to the Company and
its subsidiaries during the Company's 1996, 1997 and 1998 fiscal years:
<TABLE>
<CAPTION>
Long-Term
Name and Annual Compensation Compensation
Principal ---------------------- ------------
Position Year Salary Bonus Options(#)
--------- ---- ------ ----- -----------
<S> <C> <C> <C> <C>
Howard M. Siegel 1998 $ 215,000 0 19,183
Chairman of the 1997 200,000 0 9,200
Board, President 1996 168,699 34,000 10,726
and Chief Executive
Officer
Corey M. Aronin 1998 $ 106,666 0 11,420
Chief Financial Officer 1997 93,333 0 3,517
1996 20,000 1,000 0
John Lesher 1998 $ 105,000 0 7,825
Vice President- 1997 92,512 0 5,313
Engineering 1996 90,012 2,000 4,459
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options
granted during the Company's 1998 fiscal year to the Named Executive Officer.
All such options were granted under the Company's 1998 Stock Option Plan or the
Company's 1991 Stock Option Plan, as amended.
<TABLE>
<CAPTION>
Percent
of Total
Options
Granted to Exercise
Number of Employees in Price Expiration
Name Options Fiscal Year Per Share Date
---- --------- ------------ --------- ----------
<S> <C> <C> <C> <C>
Howard M. Siegel 10,000 11.90 % $ 2.8188 1/02/2003
9,183 9.21 % $ 3.1350 8/31/2003
Corey M. Aronin 7,250 8.63 % $ 2.5625 1/02/2003
4,170 4.18 % $ 2.7500 8/31/2003
John Lesher 5,000 5.95 % $ 2.5625 1/02/2003
2,825 2.83 % $ 2.7500 8/31/2003
</TABLE>
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<PAGE>
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, 1998 and the number and value at December 31,
1998 of shares of Common Stock subject to unexercised options held by the
individuals listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise (#) Value Realized ($)(1) Unexercisable Unexercisable
---- --------------- --------------------- ------------- -------------
<S> <C> <C> <C> <C>
Howard M. Siegel 2,404 $ 1,487.47 197,787 $ 226,859.94
Corey M. Aronin - - 14,937 $ 20,879.38
John Lesher 53,202 $ 41,698.87 65,642 $ 99,263.19
</TABLE>
(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 a Compensation Committee, of which
Mr. Howard M. Siegel is a member. The Compensation Committee advises the Board
of Directors with respect to 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. Siegel 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
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<PAGE>
terminate the Employment Agreement after the expiration of such period. Mr.
Siegel shall be entitled 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.
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<PAGE>
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,
1999. 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, 1999.
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.
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,
1999 (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.
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<PAGE>
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the
2000 Annual Meeting of Shareholders must be received by the Company not later
than January 7, 2000 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 12, 1999
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<PAGE>
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 1999 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, New York, New York 10036, on
Wednesday, June 16, 1999 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, 1999 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
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<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, Theodore Simon
and Frederic Siegel.
(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, 1999.
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, 1999 and in accordance with their discretion on such
other matters as may properly come before the Meeting.
Dated _____________________, 1999
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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.)
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