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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-12
</TABLE>
InterWest Medical Corporation
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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)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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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.
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<PAGE> 2
TO SHAREHOLDERS OF INTERWEST MEDICAL CORPORATION
Dear Shareholders:
In 1999, the Company's nursing home continued to operate at profitable
levels in spite of unfavorable regulatory climate. However, because of increased
expenses the net operating income was substantially reduced from 1998 levels.
Nevertheless, this was more than offset by the Company's other income, resulting
in the most profitable year the Company has experienced. There are a number of
unfavorable industry factors that cloud the climate for the nursing home
industry, and future operations of the Company. Medicare is pressured to reduce
funds paid to nursing homes, yet at the same time the government is pressing for
greater staffing levels and additional services. This two-prong attack has
caused hundreds of nursing homes to file for bankruptcy and to adversely affect
the entire industry.
Another industry crisis is the amount of patient litigation presently being
experienced. This has resulted in an enormous increase in the cost of insurance.
The whole area of "patients rights" is a political issue, resulting in costly
regulation and litigation.
In 1999, the Company achieved unusual gains from its investment operations.
These results are not likely to be repeated often. Certainly the year 2000 has
been a more difficult environment, and results to date bear this out.
Nevertheless, 1999 was a very satisfactory year and we will strive to
continue the Company's profitable operations.
Very truly yours,
INTERWEST MEDICAL CORPORATION
Arch B. Gilbert
President
October 22, 2000
<PAGE> 3
INTERWEST MEDICAL CORPORATION
3221 HULEN STREET, SUITE C
FORT WORTH, TEXAS 76107-6193
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
----------
TO BE HELD ON WEDNESDAY,
NOVEMBER 22, 2000
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The Annual Meeting of the Company will be held at 10:00 o'clock a.m., on
Wednesday, November 22, 2000, at Suite C, 3221 Hulen Street, Fort Worth, Texas
76107. The meeting will consider the following proposals:
1. to elect a director to serve for the coming year, or until his successor(s)
is elected and qualified;
2. to act upon such other matters as may properly come before the annual
meeting or any adjournment or postponement.
Only holders of record of the Company's common stock at the close of
business on October 13, 2000 will be entitled to notice of, and will be entitled
to vote at, the annual meeting or any adjournment or postponement.
By Order of the Board of Directors
October 27, 2000
Fort Worth, Texas 76107
/s/ ARCH B. GILBERT
---------------------------------------------
Arch B. Gilbert, Secretary
IT WILL GREATLY ASSIST THE COMPANY IN KEEPING DOWN THE EXPENSES IN CONNECTION
WITH THE MEETING IF SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON WILL
RETURN THEIR SIGNED PROXIES WHETHER THEY OWN FEW OR MANY SHARES AND WHETHER OR
NOT THEY PRESENTLY INTEND TO ATTEND THE MEETING.
<PAGE> 4
INTERWEST MEDICAL CORPORATION
3221 Hulen Street, Suite C
Fort Worth, TX 76107
----------
PROXY STATEMENT
----------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 22, 2000
This Notice of Annual Meeting, Proxy Statement and Proxy (these "Proxy
Materials") are being furnished to the shareholders of InterWest Medical
Corporation ("Interwest") in connection with a solicitation of proxies by the
Company's Board of Directors. This solicitation is being made in connection with
the Annual Meeting of Shareholders (the "Annual Meeting") to be held in the
Company's offices, 3221 Hulen Street, Suite C, Fort Worth, Texas 76107 at 10:00
a.m. on November 22, 2000. These Proxy Materials are being mailed on
approximately October 27, 2000.
Who is Entitled to Vote: Other Voting Matters
Shareholders of record as of the close of business on October 13, 2000 of
the Company's $0.01 par value per share common stock ("Common Stock") will be
entitled to vote at the Annual Meeting. At the close of business on that day,
16,182,111 shares of Common Stock were outstanding. Holders of Common Stock are
entitled to one vote per share on each matter presented at the Annual Meeting.
Shares of Common Stock may be voted in person or by proxy. The presence, either
in person or by proxy, of holders of shares representing 10% of the outstanding
Common Stock on October 13, 2000 is necessary to constitute a quorum at the
Annual Meeting. Shareholders do not have cumulative voting rights with respect
to the election of directors.
Availability of Voting by Proxy; Revocability of Proxies
Shares represented by properly executed proxy (such as the form of proxy
included with these Proxy Materials) will be voted in accordance with the
instructions on such proxy. If a returned proxy does not specify otherwise, the
shares represented thereby will be voted in favor of all proposals set forth
herein. Proxies may be revoked at any time prior to their being voted at the
Annual Meeting by oral or written notice to Arch B. Gilbert at Interwest Medical
Corporation, 3221 Hulen Street, Suite C, Fort Worth, Texas 76017, (817) 731-2743
or by execution and delivery of a subsequent proxy or by attendance and voting
in person at the Annual Meeting.
<PAGE> 5
Solicitation of Proxies
This proxy solicitation is made by the Company, and it will bear the cost
associated with this solicitation, including the cost of preparing, handling,
printing and mailing these Proxy Materials. Proxies will be solicited
principally through these Proxy Materials. Proxies may be solicitated by
telephone or through personal solicitation conducted by regular employees of the
Company. Employees and officers will be reimbursed for the actual out-of-pocket
expenses incurred in connection with such solicitation. Banks, brokers and other
custodians are requested to forward these Proxy Materials to customers where
appropriate, and the Company will reimburse such banks, brokers and custodians
for their reasonable out-of-pocket expenses incurred in sending these Proxy
Materials to beneficial owners of the shares.
Votes by Directors, Officers, and Affiliates
At the record date, directors, officers, and affiliates had the right to
vote through Proxy, beneficial ownership or otherwise 6,295,000 shares of Common
Stock, or 38.9% of the issued and outstanding Common Stock. The Company has been
advised that the directors, officers, and affiliates for the Company intend to
vote FOR nominees for director and IN FAVOR of all other proposals described in
this Proxy statement. All of these directors, officers, and affiliates of the
Company will have an interest in the election of directors.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth to the best knowledge of the Company
information as to the ownership of the Company's Common Stock held by (i) each
person or entity who owns of record or who is known by the Company to own
beneficially 5% or more of the outstanding shares of Common Stock, (ii)
directors and nominees, and (iii) all directors and officers as a group as of
October 13, 2000. Except as otherwise indicated, ownership of shares by the
persons named below include sole voting and investment power held by such
person.
<TABLE>
<CAPTION>
Name and Address Amount and Nature (1) Percent of
Of Beneficial Owner of Beneficial Ownership Class (1)
------------------- ----------------------- ----------
<S> <C> <C>
Arch B. Gilbert 6,295,000 38.9%
3221 Hulen St., Suite C
Fort Worth, Texas 76107
All Officers and Directors 6,295,000 38.9%
as a Group (1 person)
</TABLE>
(1) This does not include 1,500,000 options owned by Mr. Gilbert. Includes
6,000 shares owned by Mr. Gilbert's wife. Does not include 100,000 shares
owned by Arch B. Gilbert, A Professional Corporation, which beneficial
ownership Mr. Gilbert disclaims. Does not include 252,000 shares owned by
Shannon Moten, Mr. Gilbert's adult daughter
<PAGE> 6
and 252,000 shares owned by Devon Vrana, Mr. Gilbert's adult daughter,
which beneficial ownership Mr. Gilbert disclaims.
Director Election Proposal
The Company's by-laws provide that the Board of Directors will consist of
one and no more than 12 members. The Board of Directors of the Company presently
consists of one member. Directors of the Company generally serve for a term of
one year (until the next Annual Meeting of Shareholders) and until their
successors are duly elected or appointed and qualified, or until their death,
resignation or removal. The person nominated to hold office provided below is
currently a member of the Board of Directors. Unless an authority to vote in the
election of directors is withheld, it is the intention of the person named in
the Proxy to nominate and vote for the one person named in the table below, who
has consented to serve if elected. In the event that by reason of contingencies
not presently known to the Board of Directors, the nominee should be unavailable
for election, the Proxies will be voted for such substitute as shall be
designated by the Company's Board of Directors. In completing the enclosed Proxy
card, if a Shareholder decides to withhold authority to vote for the director
nominee, such Shareholder should mark the WITHHOLD AUTHORITY box and line
through such nominee's name and Proposal one of the Proxy card. Directors are
elected by the plurality of votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
Nominee for election at the meeting:
<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION WITH THE COMPANY
---- --- ---------------------------------
<S> <C> <C>
Arch B. Gilbert 66 Director, Chairman, Secretary and Treasurer
</TABLE>
Mr. Gilbert has been Chairman, Director and President of the Company since
it was organized in 1983. He has been a practicing attorney with the firm of
Arch B. Gilbert, P.C. since 1979.
Board of Directors, Committees and Meetings
The Board of Directors did not hold any meetings in fiscal year 1999. All
of the action taken by the directors was taken by written consent. The Company
has not established an audit, nominating or compensation committee, or other
committees performing similar functions. The Company does not reimburse
directors for attending meetings, but Directors are reimbursed for any
reasonable expenses incurred by each director attending a meeting by the Board
of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Act requires directors and officers of the Company and
persons who own more than 10% of the Common Stock, to file with the SEC initial
reports of ownership and reports of changes of Common Stock. Directors, officers
and more than 10% stockholders are required by SEC regulations to furnish the
Company with copies of all 16(a) forms they file. To
<PAGE> 7
the Company's knowledge all Section 16(a) filing requirements applicable to its
directors, officers and more than 10% beneficial owners were met.
Executive Compensation
The following table sets forth the cash compensation received by the
Company's Chief Executive Officer during the fiscal years ended December 31,
1999, 1998, 1997 as well as aggregate options grated for each fiscal year.
Summary Compensation Table
Annual Compensation
<TABLE>
<CAPTION>
Name & Securities
Principal Position Years Salary (1) Bonus Underlying Options
------------------ ----- ---------- ----- ------------------
<S> <C> <C> <C> <C>
Arch B. Gilbert, 1999, $46,667 None 1,500,000
Chairman, President, 1998, $80,000 None -0-
Secretary, Treasurer 1997 $80,000 None -0-
</TABLE>
(1) This does not include legal fees paid to law firm of the President or
reimbursement to it of expenses. Likewise it does not include consulting fees of
$36,000 annually paid to the wife of the Company's President.
Option Grants in Last Fiscal Year
In 1999, the Company granted its President options to purchase 1,500,000
shares of the Company's Common Stock at an exercise price of $0.15 per share.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal which a Stockholder intends to present for consideration in
action at the next Annual Meeting of Stockholders must be received in writing by
the Company no later than April 1, 2001 and must conform to applicable
Securities and Exchange Commission rules and regulations.
Independent Public Accountant for 1999
The Board of Directors has appointed Weaver and Tidwell, independent
certified public accountants, to examine and report on the Company's financial
statements for the fiscal year ending December 31, 1999. The firm has served as
the Company's independent accountants since the Company was organized. It is not
expected that a representative of such firm will be in attendance at the
Company's Annual Meeting of Shareholders.
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OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. However, if other matters come to the Board's attention before the
meeting, it is the intention of the person named in the Proxy to vote such Proxy
in accordance with his judgment on such matters.
By Order of the Board of Directors
Interwest Medical Corporation
By /s/ ARCH B. GILBERT
----------------------------------------
Arch B. Gilbert, Secretary
<PAGE> 9
INTERWEST MEDICAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, a stockholder of InterWest Medical Corporation, an
Oklahoma corporation (the "Company"), hereby appoints Arch B. Gilbert, as proxy,
agent and attorney for the undersigned, with full power of substitution, to vote
all of the shares of Common Stock of the Company which the undersigned would be
entitled to vote at the annual Meeting of Stockholders of the Company to be held
at 10:00 o'clock A.M. (Fort Worth, Texas time) on Wednesday, November 22, 2000,
at 3221 Hulen Street, Suite C, Fort Worth, Texas 76107-6193.
(1) Election of Directors WITHHOLD AUTHORITY
FOR all nominees listed to vote for all nominees
below (except as marked to listed below
the contrary below)
[ ]
(Instructions: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list below.)
Arch B. Gilbert
(2) In their discretion the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
<PAGE> 10
The Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR Proposal 1.
Date: ,2000
-----------------------------------
---------------------------------------------
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IMPORTANT
Please sign this Proxy exactly as your name appears hereon and mail it
promptly even though you now plan to attend the meeting. When signing as
attorney, executor, administrator, trustee or guardian, please so indicate. Each
joint owner is requested to sign. Any stockholder present at the meeting may,
nevertheless, vote personally on all matters with respect to which he is entitle
to vote.
