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 Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Dynamic Healthcare Technologies, Inc.
(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:
(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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[ ] 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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(4) Date Filed:
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of DYNAMIC HEALTHCARE TECHNOLOGIES, INC.:
The Annual Meeting of the Shareholders of DYNAMIC HEALTHCARE TECHNOLOGIES,
INC., a Florida corporation, (the "Company") will be held at the Sheraton
North Orlando Hotel, 600 North Lake Destiny Drive, Maitland, Florida 32751 on
June 10, 1999, at 1:30 p.m. Eastern Standard Time, for the following
purposes:
1. To elect six (6) persons as directors for a term of one year. The
slate proposed by the Board of Directors is set forth in the
accompanying Proxy Statement.
2. To consider and transact any other business which may properly come
before the meeting or any adjournment thereof.
The Board of Directors has designated April 28, 1999, as the record date
for the determination of shareholders entitled to notice of and to vote at
such meeting or any adjournment thereof. Only shareholders of record at the
close of business on April 28, 1999, will be entitled to notice of and to
vote at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan
to attend, please mark, sign, date and mail the enclosed proxy, which
requires no postage if mailed in the United States.
Your attention is called to the accompanying Proxy Statement.
By Order of the Board of Directors
Paul S. Glover
Vice President Finance,
Chief Financial Officer and Secretary
Dynamic Healthcare Technologies, Inc.
615 Crescent Executive Court, Fifth Floor
Lake Mary, FL 32746
2
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS JUNE 10, 1999
This Proxy Statement is furnished to shareholders of DYNAMIC HEALTHCARE
TECHNOLOGIES, INC., a Florida corporation, (the "Company") in connection with
the solicitation on behalf of the Board of Directors of proxies for use at
the Annual Meeting of Shareholders to be held on June 10, 1999, and at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders.
The address of the principal executive office of the Company is 615
Crescent Executive Court, Fifth Floor Lake Mary, FL 32746. This Proxy
Statement and form of Proxy were mailed to shareholders of the Company on
approximately May 20, 1999.
SOLICITATION AND REVOCATION OF PROXIES
The costs and expenses of solicitation of proxies will be paid by the
Company. In addition to the use of mails, proxies may be solicited by
directors, officers and regular employees of the Company personally or by
facsimile machine, telegraph or telephone.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors. Any shareholder given a proxy in such form may revoke it any time
before it is voted at the meeting, by executing a subsequent proxy or by
notice to the Secretary of the Company at the Company's principal address as
set forth above. Such proxies, if received in time for voting and not
revoked, will be voted at the annual meeting in accordance with the
specifications indicated thereon. If no instructions are indicated, proxies
will be voted (i) "FOR" the election of the six (6) persons named herein as
nominees for election to the Board of Directors; and (ii) at the discretion of
the proxy holders of record for any other matter that may properly come before
the meeting or any adjournment thereof. The Board of Directors is not aware
that any matter other than those described in the Notice of Annual Meeting of
Shareholders to which this Proxy Statement is appended will be presented for
action at the meeting.
VOTING RIGHTS AND PROCEDURE
Only shareholders of record at the close of business on April 28, 1999
("Entitled Shareholders"), are entitled to execute proxies or to vote at the
annual meeting. As of March 31, 1998, there were 18,420,709 shares of the
Company's common stock, par value $.01 per share (the "Common Stock")
outstanding. Each holder of Common Stock is entitled to one vote for each
share held with respect to the matters mentioned in the foregoing Notice of
Annual Meeting of Shareholders and any other matters that may properly come
before the meeting, other than the election of directors, in which
shareholders may cumulate their votes, (see "Election of Board of
Directors"). A majority of the outstanding shares are required to constitute
a quorum at the meeting. Abstentions and broker non-votes are counted as
shares eligible to vote at the Annual Meeting of Shareholders in determining
whether quorum is present, but do not represent votes cast with respect to
any proposal.
PROPOSAL NUMBER ONE (1) - ELECTION OF BOARD OF DIRECTORS
Six (6) Directors are to be elected at the annual meeting to serve until
the 2000 annual meeting of shareholders and until their successors are
elected and qualified. The Board of Directors has no reason to believe that
any of the nominees will be unable to serve as a director. If, prior to the
meeting, any nominee ceases to be a candidate for election because the
nominee is unable to serve, or for good cause will not serve, it is the
intention of the individuals named as proxies to vote for the election of
such person or persons as the Board of Directors may, in its discretion,
recommend.
Shareholders have cumulative voting rights in connection with the election
of directors. Each entitled Shareholder may cast a number of votes equal to
the number of shares of Common Stock owned multiplied by the number of
directors to be elected six (6). Those votes may be distributed among all
the nominees equally, or divided among any number of the nominees in such
proportion as the shareholder may desire. The six (6) nominees who receive
the greatest number of votes will be elected.
3
Unless authority is withheld in the proxy, the persons named in the
enclosed form of proxy will cast the votes of the proxied shares to elect the
six nominees hereinafter named. These shares may be voted cumulatively so
that one or more of the nominees may receive fewer votes than the other
nominees (or no votes at all), if such action is considered necessary or
desirable by the proxy holders. The Board of Directors recommends a vote
"FOR" election of the nominees listed below.
<TABLE>
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Nominee and Director
Principal Occupation Age Since Other Directorships Held
<S> <C> <C> <S>
Jerry L. Carson 58 1993 None
Executive Vice President and
Chief Financial Officer
Evans Enterprises
Mitchel J. Laskey, C.P.A. 49 1994 Alliance Bank,
President and Chief Executive Office a commercial bank
Dynamic Healthcare Technologies, Inc.
Thomas J. Martinson 49 1986 None
President
Martinson & Company, Ltd.
Bret Maxwell 40 1996 None
Vice Chairman
First Analysis Corporation
David M. Pomerance 54 1991 None
President
MMRI, Inc.
Daniel Raynor 39 1996 None
Managing Partner
The Argentum Group
</TABLE>
Jerry L. Carson has been a Director of the Company since January 1993.
Mr. Carson has been Executive Vice President and Chief Financial Officer of
Evans Enterprises, a property management and real estate development firm in
Bedford, New Hampshire, since 1990. Mr. Carson was Executive Vice President
and Chief Financial Officer of Playboy Enterprises, Inc. from 1988 to 1990
and held the positions of Vice President of Corporate Development and
Treasurer of Baxter International from 1980 to 1986.
Mitchel J. Laskey has been Chief Executive Officer since May 1996,
President, Chief Operating Officer and Treasurer since August 1994 and a
Director since December 1994. From 1992 to 1994, Mr. Laskey was Chairman
and Chief Executive Officer of Dynamic Technical Resources, Inc., which was
acquired by the Company in August 1994. From 1985 to 1991, Mr. Laskey was a
principal or managing partner in various entrepreneurial investments and also
acted as a volunteer officer for a not-for-profit social agency. From 1983
through 1985, Mr. Laskey was Executive Vice President of Dynamic Control
Division of Baxter International and, from 1980 until its sale to Baxter
International in 1983, was the Executive Vice President of Dynamic Control
Corporation, a healthcare information systems company. Mr. Laskey has been a
licensed Certified Public Accountant since 1974 and is a member of the
American and Florida Institutes of Certified Public Accountants.
Thomas J. Martinson has been a Director of the Company since 1986. He
also was the Company's Chairman of the Board from 1986 until 1996 and
Secretary from 1986 until 1994. Mr. Martinson has been President of
Martinson & Company, Ltd. of Wayzata, Minnesota, an investment banking firm,
since 1985. In March 1996, Mr. Martinson became the Chairman of the Board of
Directors of Interventional Innovations Corporation of St. Paul, Minnesota.
4
Bret R. Maxwell has been a Director of the Company since May 1996. Mr.
Maxwell is Vice Chairman of First Analysis Corporation, a securities
investment firm that he joined in 1982. Mr. Maxwell is also a director for
numerous privately held companies.
David M. Pomerance has been Chairman of the Board of Directors since May
1996, and a Director since 1991. Mr. Pomerance served as Chief Executive
Officer of the Company from July 1994 to May 1996, was President from July
1994 through August 1994 and Secretary from August 1995 to July 1996. He is
the Managing General Partner of Martin Magnetic Imaging, Ltd., a magnetic
resonance imaging (MRI) facility in Stuart, Florida. From 1990 through 1994,
and from 1985 through 1989, Mr. Pomerance was a principal in various private
businesses. During 1989 and 1990, Mr. Pomerance was the President of the
Healthcare Systems Division of UNISYS Corporation. From 1983 through 1985,
Mr. Pomerance was the President of the Dynamic Control Division of Baxter
International. From 1974 until its sale to Baxter International in 1983, he
was the President and controlling shareholder of Dynamic Control Corporation,
a healthcare information systems company that he founded.
Daniel Raynor has been a Director of the Company since May 1996. Mr.
Raynor has been the President of a General Partner of The Argentum Group, a
private investment firm, since November 1987, and Chairman of the General
Partner of Argentum Capital Partners, L.P., a small business investment
company, since its organization in February 1990. Mr. Raynor is also a
director for numerous privately held companies.
DYNAMIC HEALTHCARE TECHNOLOGIES, INC. BOARD OF DIRECTORS
The business of the Company is managed under the direction of its Board.
The Board of Directors meets periodically to review significant developments
affecting the Company and to act on matters requiring its approval. The
Board of Directors held twelve meetings during 1998. All members attended
75% or more of the meetings of the Company's Board of Directors, except Mr.
Guy Rabbat who attended only three of the eight meetings scheduled during his
tenure in 1998.
The Compensation and Incentive Stock Option Committee of the Company's
Board of Directors consists of Daniel Raynor, Guy Rabbat, Thomas J. Martinson
and Bret R. Maxwell. Mr. Raynor is the Committee's chair and Mr. Rabbat was
added to the Committee in June of 1998. The Committee's primary
responsibilities are to formulate and recommend to the Board of Directors the
compensation package for the Company's President and Chief Executive Officer;
to formulate and recommend to the Board of Directors the terms of the
Company's Management Incentive Compensation Plan; to recommend approval of
and administer any other employee compensation and incentive plans; and to
periodically review and make recommendations on the Company's general salary
administration plan. The Committee held four meetings during 1998, which
were attended by all its members.
The Audit Committee of the Company's Board of Directors consists of
Richard W. Truelick, Jerry L. Carson and Bret R. Maxwell. Mr. Truelick is
the Committee's chair. The Audit Committee recommends to the Board of
Directors the appointment of the firm selected to be independent auditors for
the Company and monitors the performance of such firm; reviews and approves
the scope of the annual audit and evaluates with independent auditors the
Company's annual audit and annual financial statements; reviews the status of
internal accounting controls with management; evaluates problem areas having
a potential financial impact on the Company which may be brought to its
attention by management, the independent auditors or the Board of Directors;
and evaluates all public financial reporting documents of the Company. The
Audit Committee held two meetings during 1998, which were attended by all of
its members. The Audit Committee has not yet completed the process of
evaluation and selection of independent public accountants for the 1999 fiscal
year. KPMG LLP served as independent public accountants for the fiscal year
ended December 31, 1998. KPMG LLP is expected to be represented at the
Company's annual meeting of shareholders on June 10, 1999, will have the
opportunity to make a statement if they desire to do so, and will be available
to respond to questions.
The Company's Board of Directors appointed a Review Committee in November
1998, consisting of Richard W. Truelick, Bret R. Maxwell, and Daniel Raynor
for the purpose of presenting alternatives and/or making recommendations
regarding the engagement of one or more investment bankers or advisors. Mr.
Maxwell is the Committee's chair. The Committee held four meetings during
1998, which were attended by all of its members.
On July 9, 1998 the Company's Board of Directors appointed an Independent
Private Placement Committee consisting of David M. Pomerance, Thomas J.
Martinson, and Richard W. Truelick. Mr. Pomerance served as the Committee's
chair. The purpose of the Committee was to review the formal terms of the
proposed private placement with investors on the Company's behalf. The
Committee held four meetings during 1998, which were attended by all of its
members.
The Company's Board of Directors does not have a Nominating Committee.
The functions customarily attributable to a Nominating Committee are
performed by the Board of Directors as a whole. The Board of Directors will
5
consider nominees recommended by security holders. For a security holder to
recommend a nominee to the Board, the security holder must contact a member
of the Board by mail in care of the Company and supply the following
information:
-- The security holder's name, address and phone number.
-- The number of shares of the Company's Common Stock held by the security
holder.
-- The name, address, phone number and brief biography of the nominee
recommended by the security holder.
-- A statement by the security holder as to why he or she believes the
recommended nominee should be nominated to stand for election to the
Company's Board of Directors.
The Board of Directors will consider any nominee recommended by any
security holder as long as such recommendation is received at least six
months, but no longer than twelve months, prior to the next regularly
scheduled annual meeting of shareholders.
EXECUTIVE OFFICERS
The names, ages and positions of the Company's executive officers are:
Name Age Officer Position
David M. Pomerance 54 Chairman of the Board
Mitchel J. Laskey 49 President, Chief Executive Officer,
Treasurer and Director
Scott E. Waldrop 55 Senior Vice President and
Chief Operating Officer
Michael L. Carlay 56 Senior Vice President -
Sales and Marketing
Paul S. Glover 40 Vice President - Finance, Chief
Financial Officer, and Secretary
See Nominees For Election To The Board Of Directors for David M. Pomerance
and Mitchel J. Laskey.
Scott E. Waldrop has been Senior Vice President and Chief Operating
Officer since January 1998 and has over 30 years experience in healthcare
information systems. From 1995 to 1997 Mr. Waldrop was Vice President,
Information Systems Development with Columbia/HCA Healthcare Corporation.
Prior to that, Mr. Waldrop operated as an independent consultant, and was
Vice President, Information Services for Saint Joseph Hospital in Denver,
Colorado, from 1990 to 1994.
Michael L. Carlay has been Senior Vice President - Sales and Marketing for
the Company since July 1997. From 1995 to 1997 Mr. Carlay was Vice
President of Sales and Marketing for AMISYS Managed Care Systems (now HBOC).
Mr. Carlay was Vice President of Sales for IBAX Healthcare Systems (now HBOC)
from 1991 to 1994. Mr. Carlay has more than 20 years information systems
experience.
Paul S. Glover has been Vice President - Finance and Chief Financial
Officer of the Company since December 1994, Secretary since July 1996 and was
Director of Financial Operations from August 1994 through December 1994. Mr.
Glover was the Executive Vice President of Uniprompt Microsystems, Inc. and
President of its wholly owned subsidiary, Unisoft, Inc., from August 1990
through July 1994. Mr. Glover served as a Certified Public Accountant with
the national firms of Main Hurdman and Company (now part of KPMG Peat Marwick
LLP), and Deloitte, Haskins and Sells (now part of Deloitte & Touche LLP).
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 1999,
with respect to each class of the Company's equity securities beneficially
owned by each director, director nominee, by each person known to the Company
to beneficially own more than 5% of the Company's outstanding classes of
voting stock (i.e. Common Stock), by executive officers, and by all officers
and directors as a group.
<TABLE>
Series C Preferred Stock **
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership of Class
<S> <C> <C>
Riverside Partnership 640,000 64.00 %
233 South Wacker Dr., Suite 9500
Chicago, IL 60606
Argentum Capital Partners, LP 290,000 29.00 %
405 Lexington Avenue, 54th Floor
New York, NY 10174
Michael L. Carlay 25,000 2.50 %
869 Greymont Circle
Marietta, GA 30064
Linda A. Moline 25,000 2.50 %
727 Springs Forest City
Apopka, FL 32712
Scott E. Waldrop 12,500 1.25 %
3059 Totika Circle
Longwood, FL 32779
Brian M. Paige 5,000 *
2838 Sun Lake Loop, #108
Lake Mary, FL 32746
Paul S. Glover 2,500 *
1312 Winter Springs Boulevard
Winter Springs, FL 32708
All Directors and Officers as a Group 1,000,000 100.00 %
(7 Persons)
</TABLE>
* Less than 1%
** Series C Preferred Stock is non-voting unless dividends are in arrears for
two calendar quarters. As of the established record date of April 28,
1999 the Series C Preferred Stock is non-voting.
7
<TABLE>
Common Stock
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership (1) of Class
<S> <C> <C>
Riverside Partnership 2,542,200 13.22 %
233 South Wacker Dr., Suite 9500
Chicago, IL 60606
Walter Barandiaran (2) 2,685,850 12.77 %
245 East 93rd Street, Apt. 26D
New York, NY 10128
Daniel Raynor (3) 2,643,750 12.58 %
c/o The Argentum Group
405 Lexington Avenue, 54th Floor
New York, NY 10174
Bret R. Maxwell (4) 2,588,500 12.35 %
233 South Wacker Dr., Suite 9500
Chicago, IL 60606
First Analysis Corporation (5) 2,542,200 12.14 %
233 South Wacker Dr., Suite 9500
Chicago, IL 60606
Oliver Nicklin (6) 2,542,200 12.14 %
233 South Wacker Dr., Suite 9500
Chicago, IL 60606
State of Wisconsin 1,550,000 8.43 %
Post Office Box 7842
Madison, WI 53707
Mitchel J. Laskey (7) 1,256,855 6.60 %
2332 Alaqua Drive
Longwood, FL 32779
BancAmerica Robertson, 1,271,100 6.46 %
Stephens & Co. (8)
405 Lexington Avenue, 54th Floor
New York, NY 10174
Schneur Z. Genack (9) 1,271,100 6.46 %
405 Lexington Avenue, 54th Floor
New York, NY 10174
Argentum Environmental 1,271,100 6.46 %
Corporation (10)
405 Lexington Avenue, 54th Floor
New York, NY 10174
Argentum Capital Partners, LP 1,155,750 6.16 %
405 Lexington Avenue, 54th Floor
New York, NY 10174
8
David M. Pomerance (11) 577,900 3.13 %
5222 SE Harrold Terrace
Stuart, FL 34997
Thomas J. Martinson (12) 167,500 *
140 Barry Avenue North
Wayzata, MN 55391
Richard W. Truelick (13) 102,900 *
Truelick Associates
220 Commodore Drive
Jupiter, FL 33477
Jerry L. Carson (14) 45,500 *
3971 Gulfshore Blvd. North PH302
Naples, FL 33940
Paul S. Glover (15) 45,637 *
1312 Winter Springs Boulevard
Winter Springs, FL 32708
Guy Rabbat 0 *
16134 Rose Avenue
Monte Sereno, CA 95030
All Directors and Officers as a Group
(18 Persons) 6,696,803 28.42 %
* Less than 1%
</TABLE>
(1) Shares not actually outstanding are deemed to be beneficially owned by an
individual if such individual has the right to acquire the shares within
60 days.
(2) Includes 42,000 shares of Common Stock owned by Mr. Walter Barandiaran
through his individual retirement account, and 42,000 shares of Common
Stock held by an individual retirement account for the benefit of his
spouse and controlled by Mr. Barandiaran pursuant to a power of attorney.
Additionally, by reason of Mr. Barandiaran's status as controlling
persons of Argentum Capital Partners, LP ("ACP"), The Argentum Group
("TAG"), and the general partner of Riverside Partnership (Riverside),
the table includes indirect beneficial ownership by him of 1,155,750
shares of Common Stock owned by ACP, 1,271,100 shares (50%) of Common
Stock owned by Riverside and 175,000 additional shares of Common Stock
which may be acquired by TAG upon the exercise of Common Stock purchase
warrants.
(3) Includes 20,400 shares of Common Stock that Mr. Daniel Raynor may acquire
upon the exercise of Common Stock purchase warrants. Additionally, by
reason of Mr. Raynor's status as controlling person of ACP, TAG and the
general partner of Riverside Partnership (Riverside), the table includes
indirect beneficial ownership by him of 1,155,750 shares owned by ACP,
1,271,100 shares (50%) of Common Stock owned by Riverside, and 175,000
additional shares which may be acquired by TAG upon the exercise of
Common Stock purchase warrants.
(4) Includes 20,400 shares of Common Stock that Mr. Maxwell may acquire upon
the exercise of Common Stock purchase warrants. Additionally, by reason
of his status as the ultimate general partner of Riverside Partnership
(Riverside), Mr. Bret R. Maxwell may be deemed to be the indirect
beneficial owner of 2,542,200 shares of the Common Stock owned by
Riverside.
(5) By reason of its status as an ultimate general partner of Riverside
Partnership (Riverside), First Analysis Corporation ("FAC") may be deemed
to be the indirect beneficial owner of 2,542,200 shares of the Company's
Common Stock owned by Riverside.
9
(6) By reason of Mr. Oliver Nicklin's status as the majority stockholder of
FAC, the ultimate general partner of Riverside Partnership (Riverside),
includes 2,542,200 shares of Common Stock of Riverside attributed to Mr.
Nicklin as the indirect beneficial owner.
(7) Includes 655,200 shares of Common Stock that Mr. Mitchel J. Laskey may
acquire upon the exercise of Common Stock purchase warrants.
(8) By reason of BancAmerica Robertson, Stephens & Company's status as
ultimate general partner of Riverside Partnership (Riverside), includes
1,271,100 shares (50%) of Common Stock of Riverside attributed to
BancAmerica Robertson, Stephens & Co. as the indirect beneficial owner.
(9) By reason of Schneur Z. Genack's status as ultimate general partner of
Riverside Partnership (Riverside), includes 1,271,100 shares (50%) of
Common Stock of Riverside attributed to Schneur Z. Genack as the indirect
beneficial owner.
(10) By reason of Argentum Environmental Corporation's status as ultimate
general partner of Riverside Partnership (Riverside), includes 1,271,100
shares (50%) of Common Stock of Riverside attributed to Argentum
Environmental Corporation as the indirect beneficial owner.
(11) Includes 50,000 shares of Common Stock that Mr. David M. Pomerance may
acquire upon the exercise of Common Stock purchase warrants.
(12) Includes 10,000 shares held by Ms. Joan Martinson. Thomas and Joan
Martinson are husband and wife. Also includes 35,000 shares of Common
Stock that Mr. Thomas J. Martinson may acquire upon exercise of Common
Stock purchase warrants.
(13) Includes 30,400 shares of Common Stock that Mr. Richard W. Truelick may
acquire upon the exercise of Common Stock purchase warrants.
(14) Includes 15,000 shares of Common Stock that Mr. Jerry L. Carson may
acquire upon the exercise Common Stock purchase warrants.
(15) Includes 1,746 shares held by Ms. Gail Glover. Paul and Gail Glover are
husband and wife. Also includes 16,750 shares of Common Stock that Mr.
Paul Glover may acquire upon the exercise of Common Stock purchase
warrants.
10
EXECUTIVE COMPENSATION
Report of Compensation Committee
The Compensation Committee is charged with the formulation and oversight
of the Company's general compensation policies and plans, including those for
its executive officers. The Committee consists of Daniel Raynor, its chair,
Thomas J. Martinson and Bret R. Maxwell, all of whom are independent members
of the Company's Board of Directors.
The Company's general compensation policies are designed to attract and
retain exceptional employees at all levels of the organization. Specific
policies exist for members of the Company's sales organization to incent
those people to increase the Company's operating revenues. Additional
policies for certain of the Company's executives and other key employees
focus those employees' energies on the Company's long-term strategies for
growth, profitability and enhancement of shareholder value. The principal
elements of these policies are:
Base Salary: Base salaries are set for all employees through the use
of a compensation matrix which identifies ranges of salaries for each job
level as well as performance standards within each level. The matrix is
adjusted annually for changes in the Consumer Price Index, and is designed
to provide employees receiving positive performance reviews with a base
salary approximating the 75th percentile among salaries for similar
positions within the Company's peer group. The Committee annually reviews
the salaries of executives in relation to this matrix and in conjunction
with the executives' performance reviews and with the salaries suggested
by the President and CEO.
Sales Commissions: The Company provides direct sales representatives
and sales management personnel with commissions in addition to their base
salary. The commissions are paid on the achievement of certain sales
goals under the Company's Sales Policy and Commission Plans which are
administered by the President and CEO, and the Senior Vice President -
Sales and Marketing.
Management Incentive Compensation: Executive officers and managers of
the Company are eligible to receive cash incentives under the Company's
Management Incentive Compensation (MIC) Plan which is administered by the
President and CEO under the direction of the Compensation Committee.
Awards under this Plan may be recommended annually by the President and
CEO, and require the approval of the Compensation Committee.
Incentive Stock Option Plan: As additional incentive for the
Company's executives and other key employees to build shareholder value,
stock options have been awarded under the Company's 1983 and 1993 Incentive
Stock Option Plans. Under provisions of the Internal Revenue Code,
options granted under these Plans are considered "Incentive Stock
Options." The Compensation Committee functions as the Company's Incentive
Stock Option Committee and is responsible for approving all awards under
these Plans. Grants of options under the 1983 Plan are no longer allowed
as that Plan has expired. Grants under the 1993 Plan, which was approved
by the shareholders in 1993, are permitted until 2003.
Director and Management Stock Warrant and Option Plan: In order to
attract and incent directors and key managers of the Company, options and
warrants for the Company's Common Stock may be granted under the Company's
Director and Management Stock Warrant and Option Plan which was approved
by the shareholders in 1993. Grants under this Plan are made under the
direction of the Compensation Committee and are "non-qualified" as that
term is defined in the Internal Revenue Code.
Employee Stock Purchase Plan: The Company adopted the Employee Stock
Purchase Plan in 1993 for the purpose of encouraging full time employees
to become shareholders in the Company. Employees pay for their shares
through voluntary payroll deductions. This Plan qualifies for favorable
tax treatment to employees under Section 421 and 423 of the Internal
Revenue Code.
401(k) Plan: The Company's 401(k) Plan authorizes the Board of
Directors to establish periodic employer matching contributions to the
accounts of employees making qualifying elective deferrals. During 1998,
the 401(k) Plan employer match was established by the Company's Board of
Directors at 30% of qualifying employee contributions. Also during 1998,
the Company's Board of Directors recommended and shareholders approved
payment of this match in common stock of the Company.
Dynamic Healthcare Technologies, Inc. Compensation and
Stock Option Plan Committee
Daniel Raynor, Chairman
Thomas J. Martinson
Bret R. Maxwel
11
Summary Compensation Table
The following table is a summary of the annual, long term, and other
compensation of the Company's Chief Executive Officer and the Company's four
most highly compensated executives other than the Chief Executive Officer
during 1998.
<TABLE>
Annual Compensation
Other Annual
Name and Salary Bonus Compensation
Principal Position Year ($) ($)(6) ($)
<S> <C> <C> <C> <C>
David M. Pomerance 1998 - - $ 18,000(8)
Chairman of the 1997 - - $ 43,000(8)
Board 1996 $113,854 - $ 37,050(1)(8)
Mitchel J. Laskey 1998 $300,000 - $ 15,000(1)
Director, President 1997 $275,000 $50,000 $ 15,000(1)
and CEO 1996 $182,125 - $ 15,000(1)
Michael L. Carlay 1998 $151,109 - $ 59,432(11)
Senior VP Sales 1997 $ 91,604 $ 7,500 -
and Marketing
Scott E. Waldrop 1998 $192,435 - -
Vice President and
COO
Paul S. Glover 1998 $150,000 - -
VP Finance, Secretary 1997 $135,000 $25,000 -
and CFO 1996 $101,875 $21,261 -
Nikhil A. Bhatt 1998 $ 58,335 - $176,700(10)
Senior VP and 1997 $ 69,725 $25,000 -
ChiefTechnical 1996 $ 90,417 $14,174 -
Officer (10)
</TABLE>
<TABLE>
Long-Term Compensation
Awards Payouts
Securities
Underlying LTIP All Other
Options Payouts Compensation
(#) ($)(4) ($)(2)
<S> <C> <C> <C>
David M. Pomerance - - $ 64,080(7)
Chairman of the Board - - $159,263(7)
50,000(5) - $167,462(7)
Mitchel J. Laskey 497,500(3) - $ 3,000
Director, President and CEO 50,000(3) $29,169 $ 2,850
100,000(5) $50,000 $ 2,850
Michael L. Carlay 150,000(5) - $ 2,850
Senior VP Sales and Marketing 150,000(5) - $ 563
Scott E. Waldrop 150,000(5) - $ 1,980(9)
Sr. Vice President and COO
Paul S. Glover 95,000(5) - $ -
VP Finance, Secretary and CFO 20,000(5) - $ -
60,000(5) - $ 555
Nikhil A. Bhatt - - $ 3,000
Senior VP and Chief 25,000(5) - $ 42,688(9)
Technical Officer(10) 150,000(3) - $ 1,395
</TABLE>
(1) Includes amounts paid as car allowance, club dues and other compensation
travel related payments
(2) Includes Company contributions to the individual employees' 401(k)
Retirement Plan.
(3) Options awarded pursuant to employment agreements.
(4) Represents amounts paid under a deferred compensation agreement with
Mitchel J. Laskey assumed in connection with the acquisition of Dynamic
Technical Resources, Inc. Final payments under this agreement were made
during 1997.
(5) Options awarded under the Company's Incentive Stock Option Plan.
(6) Includes management bonuses.
(7) Includes consulting fees and incentive compensation paid pursuant to a
revised Employment Agreement.
(8) Includes compensation for serving as Chairman of the Board.
(9) Includes taxable moving expense reimbursements.
(10) On March 26, 1998, the Company's Board of Directors accepted the
resignation of Mr. Bhatt, effective May 31, 1998. Other annual
compensation includes severance compensation paid in 1998.
(11) Compensation paid under Company's Sales Commission Plan.
12
OPTION GRANTS DURING 1998
The following table sets forth information relative to employment stock
options granted to the named officers during 1998. The Company has not
granted any stock appreciation rights.
<TABLE>
Individual Grant
Number of Percent of
Securities All Options
Underlying Granted to Exercise
Options Employees Price Per Experation Grant Date
Name Granted in 1998 Share Date Market Price
<S> <C> <C> <C> <C> <C>
Mitchel J. Laskey 97,500(1) 7.8% $ 3.2800 01/07/03 $3.28000
100,000(1) 8.0% $ 6.0000 01/01/03 $0.79700
100,000(1) 8.0% $ 7.5000 01/01/03 $0.79700
100,000(1) 8.0% $ 9.0000 01/01/03 $0.79700
100,000(1) 8.0% $10.5000 01/01/03 $0.79700
Michael L. Carlay 150,000(2) 11.9% $ 2.0000 07/09/08 $1.84375
Scott E. Waldrop 150,000(2) 11.9% $ 2.0000 07/09/08 $1.84375
Paul S. Glover 10,000(2) .8% $ 1.6718 07/29/08 $1.67180
85,000(2) 6.8% $ 2.0000 07/09/08 $1.84375
Nikhil A. Bhatt -- -- -- -- --
</TABLE>
<TABLE>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
for Option Term
Name 5%($) 10%($)
<S> <C> <C>
Mitchel J. Laskey $ 88,355 $ 195,241
$ 0 $ 0
$ 0 $ 0
$ 0 $ 0
$ 0 $ 0
Michael L. Carlay $150,491 $ 417,332
Scott E. Waldrop $150,491 $ 417,332
Paul S. Glover $ 10,514 $ 26,644
$ 85,278 $ 236,488
Nikhil A. Bhatt - -
</TABLE>
(1) Employment contract options.
(2) Options awarded under the Company's Incentive Stock Option Plan.
AGGREGATED OPTION EXERCISES DURING 1998 FISCAL YEAR AND
YEAR END OPTION VALUES
The following table sets forth information relative to stock options
exercised by the Named Officers during 1998 and values of stock options held
by those officers that were outstanding at year end:
<TABLE>
Number of Number
Securities Securities
Number of Unexercised Unexercised
Shares Options at Options at
Aquired on Dollar Value Year-End Year-End
Name Exercise Realized Exercisable Unexercisabl
<S> <C> <C> <C> <C>
David M. Pomerance -- -- 35,000 15,000
Mitchel J. Laskey -- -- 541,500 328,500
Michael L. Carlay -- -- 7,500 150,000
Scott Waldrop -- -- 3,750 150,000
Paul S. Glover -- -- 8,250 101,000
Nikhil A. Bhatt -- -- -- --
</TABLE>
<TABLE>
Value of Value of
Unexercised Unexercised
In-The-Money In-The-Money
Options at Options at
Year-End Year-End
Name Exercisable Unexercisable
<S> <C> <C>
David M. Pomerance -- --
Mitchel J. Laskey -- --
Michael L. Carlay -- --
Scott Waldrop -- --
Paul S. Glover -- --
Nikhil A. Bhatt -- --
</TABLE>
13
MANAGEMENT INCENTIVE COMPENSATION PLAN
The Company has a Management Incentive Compensation ("MIC") Plan that is
administered by the President and CEO under the direction of the Compensation
and Incentive Stock Option Committee of the Board of Directors. Cash
distributions may be made annually based on the Company's overall financial
performance, the individual employee's performance against pre-determined
objectives, and discretionary amounts determined by the Committee. Company
executives, directors and managers, receive distributions from the pool which
are determined by the Compensation and Incentive Stock Option Plan Committee
based on recommendations from the Company's President and CEO. There were no
MIC Plan benefits paid to employees participating in the Plan during 1998.
As of March 29, 1999, the Board of Directors had not established a 1999 MIC
Plan distribution pool. However, an aggregate of $275,000 in bonuses
accruing on December 31, 1999 has been established for the retention of key
officers through December 31, 1999.
EMPLOYMENT CONTRACTS
In October, 1996, the Company entered into an Employment Agreement with
Paul S. Glover to serve as Vice President of Finance, and Chief Financial
Officer. The term of the agreement is (3) three years and provides for a
current base salary of $153,750 per annum, which is subject to annual review
by the Board of Directors and increases based on the Consumer Price Index.
The agreement contains a covenant not to compete for a period of 18 months
after termination. The severance arrangement included in the agreement
provides that upon the occurrence of a triggering event as defined in the
agreement (including a change in control), Mr. Glover is entitled to receive
a lump-sum payment equal to compensation for one year plus the immediate
vesting of all of his then outstanding stock options, warrants and stock
appreciation rights, if any, and the covenant not to compete is reduced to six
months. For continued employment through the earlier of December 31, 1999 or
the occurrence of a triggering event Mr. Glover will then be entitled to a
$75,000 retention bonus.
In July, 1997, the Company entered into an employment agreement with
Michael L. Carlay to serve as the Company's Senior Vice President of Sales
and Marketing. The agreement is perpetual and may be terminated at any time.
The agreement provides for an annual base salary of $152,250 which is to be
reviewed annually by the Board of Directors and is subject to increases based
on the Consumer Price Index. In addition to base salary, Mr. Carlay is
entitled to commissions on certain sales contracts executed subsequent to his
hire date. The severance arrangement included in the agreement provides that
upon the occurrence of a triggering event as defined in the agreement
(including a change in control), employee will receive a lump-sum cash
payment equal to one year of Mr. Carlay's annual base salary plus the
immediate vesting of all of his then outstanding stock options, warrants, and
stock appreciation rights, if any, and the covenant not to compete is reduced
to six months. For continued employment through the earlier of December 31,
1999 or the occurrence of a triggering event Mr. Carlay will then be entitled
to a $75,000 retention bonus.
On January 1, 1997, the Company entered into a three (3) year employment
agreement with Mitchel J. Laskey, President and CEO. The employment agreement
establishes a 1999 Compensation Plan (the "1999 Plan") effective for the 1999
calendar year and continues Mr. Laskey's annual salary at $300,000. The
1999 Plan provides for Target and Financial Bonuses and contains a covenant not
to compete for a period of 18 months after termination. The Target Bonus is
$65,000 and will be earned by Mr. Laskey based on the achievement of goals and
objectives, set forth in the 1999 Plan. The Financial Bonus is earned by Mr.
Laskey based on quarterly achievements in pretax operating income as follows:
a) $25,000 based upon achieving for the first quarter of 1999, $300,000 in
pretax (before bonus) operating income, b) $25,000 based upon achieving for the
second quarter of 1999, $600,000 in pretax (before bonus) operating income,
c) $25,000 based upon achieving for the third quarter of 1999, $900,000 in
pretax (before bonus) operating income, and d) $25,000 based upon achieving for
the fourth quarter of 1999, $1,200,000 in pretax (before bonus) operating
income. Upon a change of control, the first $100,000 of the 1999 bonus will be
automatically earned, and the covenant not to compete is reduced to six months.
On January 2, 1998, the Company entered into an Employment Agreement with
Scott E. Waldrop to serve as Senior Vice President and Chief Operating
Officer. The term of the agreement is (3) three years and provides for a
base salary of $203,000 per annum, which is subject to annual review by the
Board of Directors and increases based on the Consumer Price Index. The
agreement contains a covenant not to compete for a period of 18 months after
termination. The severance arrangement included in the agreement provides
that upon the occurrence of a triggering event as defined in the agreement
(including a change in control), Mr. Waldrop is entitled to receive a lump-
sum payment equal to compensation for one year plus the immediate vesting of
all of his then outstanding stock options, warrants and stock appreciation
14
rights, if any, and the covenant not to compete is reduced to six months.
For continued employment through the earlier of December 31,
1999 or the occurrence of a triggering event Mr. Waldrop will then be
entitled to a $75,000 retention bonus.
Mr. Nikhil A. Bhatt, the Company's Senior Vice President and Chief
Technical Officer announced his resignation in March 1998. Pursuant to Mr.
Bhatt's Employment Transition Agreement dated March 6, 1998, Mr. Bhatt was
paid severance of $176,700 on April 15, 1998.
OTHER COMPENSATION PLANS
1983 Incentive Stock Option Plan
The Company had an Incentive Stock Option Plan which expired March 1993
("1983 Plan"). The 1983 Plan allowed the Company, at its discretion, as
determined by a three member Stock Option Plan Committee appointed from the
members of the Board of Directors who were not eligible to participate in the
1983 Plan, to grant incentive stock options to employees determined by the
Committee, for the purchase of Common Stock of the Company.
Under the 1983 Plan as of March 25, 1999, there were unexpired options
outstanding and unexercised for an aggregate of 3,000 shares of Common Stock.
As of March 25, 1998, the market value for the shares underlying these
unexercised options was $6,141. The total proceeds the Company would realize
upon the exercise of all 1983 Plan options outstanding at March 25, 1999, was
$5,160. Options may be exercised for periods up to ten years from date of
grant or, in the case of holders of 10% or more of the Company's Common
Stock, five years from date of grant. The expiration of the 1983 Plan does
not effect the right of the holders to exercise unexpired options under the
Plan. The exercise price of the options granted under the Plan may not be
less than 100% of the fair market value of the Company's Common Stock on the
grant date or, in the case of holders of 10% or more of the Company's Common
Stock, 110% of the fair market value of the Company's Common Stock at grant
date. Options may be exercised to acquire 40% of the shares subject to the
option after one year, 30% of the shares subject to the option after two
years and 30% of the shares subject to the option vesting after three years.
1993 Incentive Stock Option Plan
The Company adopted an Incentive Stock Option Plan in 1993 ("1993 Plan")
which is similar to the 1983 Plan. The 1993 Plan is managed by the
Compensation Committee appointed from members of the Board of Directors, who
are not eligible to participate in the 1993 Plan. As of March 25, 1999,
under the 1993 Plan, there were unexpired options outstanding and unexercised
for shares an aggregate of 1,181,778 shares of Common Stock. As of March 25,
1999, the market value for the shares underlying these unexercised options
was $2,419,100. The total proceeds the Company would realize upon the
exercise of all 1993 Plan options outstanding at March 25, 1999, was
$2,893,860. The terms and vesting schedule of options granted under both the
1983 Plan and 1993 Plan are the same.
Options granted under both the 1983 Plan and the 1993 Plan are "Incentive
Stock Options" pursuant to Section 422A of the Internal Revenue Code.
Employees do not recognize income at the time of the grant or exercise of an
option. Employees will recognize capital gain or loss, as the case may be,
at the time of the subsequent sale of the Common Stock issued upon the
exercise of the option. The Company will not recognize income at either the
time of the option grant or at the time of the exercise.
All full-time permanent Company employees are eligible to participate
under both Plans. Options may be exercised by payment of cash to the
Company.
15
Director and Management Stock Warrant and Option Plan
The Company adopted the Director and Management Stock Warrant and Option
Plan ("D & M Plan") in 1993 for the issuance of stock purchase warrants and
stock options to directors, officers and key management employees of the
Company. Grants under the D & M Plan are made under the direction of the
Company's Compensation Committee. The purpose of the D & M Plan is to
attract and retain talented directors, officers and key management employees
of the Company.
The Company has reserved 650,000 shares of its Common Stock for issuance
upon the exercise of warrants and options granted under the D & M Plan. As
of March 25, 1999, there were unexpired warrants and options outstanding and
unexercised for shares totaling 272,000. The market value for shares
underlying these warrants and options was $556,784 as of March 25, 1999. The
total proceeds the Company would receive upon the exercise of these warrants
and options outstanding at March 25, 1999 were $1,004,213. Under the D & M
Plan, warrants to directors are to be issued with an exercise price equal to
the average of the closing bid and ask prices of the Company's Common Stock
on the date of issuance. Options to employees and officers are to be issued
with an exercise price of no less than 85% of the fair market value of the
Company's Common Stock on the date of issuance.
The D & M Plan does not qualify under Section 401(a) of the Internal
Revenue Code of 1986, as amended. As such, warrant holders and optionees will
not realize income at the time of the warrant or option grant. They will
recognize ordinary compensation income at the time of the exercise of the
warrant or option to the extent of the difference of the exercise price and
the fair market value of the underlying Common Stock at the time of exercise.
Warrant holders and optionees will recognize either a capital gain or capital
loss at the time of the eventual sale of the Common Stock received on
exercise, computed as the difference between the sale price of the Common
Stock and its fair market value on the exercise date.
Employee Stock Purchase Plan
The Company adopted the Employee Stock Purchase Plan in 1993 for the
purpose of encouraging full-time employees to become shareholders in the
Company. The Company has reserved 600,000 shares of its Common Stock for
issuance pursuant to purchases under this Plan. Under this Plan as of March
25, 1999, 240,866 shares have been issued generating proceeds to the Company
of $481,486.
The price for stock purchased under this Plan will be the lesser of 85% of
the average bid and ask prices of the Company's Common Stock at the beginning
of and at the end of each six month purchase period. Employees pay for the
shares through payroll deductions. This Plan qualifies for favorable tax
treatment to employees under Sections 421 and 423 of the Internal Revenue
Code.
COMPENSATION OF DIRECTORS
Under a policy established by the Company's Board of Directors, "outside
directors" are compensated at the rate of $500 plus expenses for each Board
meeting attended in person.
Outside directors also receive a five-year warrant for 25,500 shares of
the Company's Common Stock. The warrant is issued on the date of their first
election to the Board of Directors and the exercise price is equal to the
average of the closing bid and ask prices of the Company's Common Stock on
the date of issuance. Prior to June 14, 1995 these warrants vested one-third
upon issuance and one-third upon each of the first and second anniversaries
of the warrant. After June 13, 1995 these warrants were issued to vest 40%
upon issuance and 20% on each anniversary date for three subsequent years.
In addition, annual warrants are issued to certain outside directors starting
at the beginning of that director's third consecutive term in office as an
outside director of the Company. Each annual warrant is for 5,000 shares of
the Company's Common Stock, has a five year term and an exercise price equal
to the average of the closing bid and ask prices of the Company's Common
Stock on the date of issuance. Prior to June 14, 1995 these warrants vested
fully upon issuance. After June 13, 1995 these warrants were issued to vest
40% upon issuance and 20% on each anniversary date for three subsequent
years. With certain exceptions, all outside director warrants expire upon
the termination of that director's service to the Company as a director.
Messrs. Carson, Martinson, Raynor, Truelick, Maxwell, and Pomerance (when an
outside director) have all received warrants for the Company's Common Stock
under this Plan.
16
Mr. Pomerance received $18,000 for his services as Chairman of the Board
during 1998. In addition, Mr. David Pomerance is president of MMRI, Inc.,
which provides financial consulting and advisory services to the Company.
During the year ended December 31, 1998 the Company paid $63,000 to MMRI,
Inc. for such services.
No director receives any additional compensation for services to the
Company as a member of any committee of the Board of Directors.
REPORTS BY INSIDERS UNDER SECTION 16
The following is a listing of the Company's directors, officers or
beneficial owners of more than 10% of the Company's Common Stock ("reporting
persons") who failed to file on a timely basis reports required under Section
16(a) of the Exchange Act during fiscal year 1998:
<TABLE>
Number of
Relationship Number of Transactions Number of
Name of Insider to the Registrant Late Reports Reported Late Forms Not Filed
<S> <C> <C> <C> <C>
John Faris Officer 1 0 0
Brian Paige Officer 1 0 0
</TABLE>
The Company is not aware of any other late or incorrect filing.
STOCK PERFORMANCE
The following chart compares the cumulative total shareholder return on
the Company's Common Stock based on the closing bid price of the Company's
Common Stock for the last five years ("Company Index"), with the cumulative
total returns for the Center for Research and Security Prices ("CRSP") total
return index for the NASDAQ Stockmarket-U.S. Companies Index ("Market Index")
and the CRSP NASDAQ Computer and Data Processing Services Stocks Index ("Peer
Group") over the same period. The comparison assumes $100 invested in the
Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends, if any. The stock price performance shown on the
chart is not necessarily indicative of future performance.
[GRAPH]
<TABLE>
DYNAMIC HEALTHCARE NASDAQ COMPUTER AND
TECHNOLOGIES, INC. NASDAQ US DATA PROCESSING
<S> <C> <C> <C>
1993 100.00 100.00 100.00
1994 47.06 97.75 121.44
1995 108.82 138.26 184.92
1996 217.65 170.01 228.24
1997 144.12 208.58 280.39
1998 36.75 293.21 501.76
</TABLE>
17
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If
any other matters properly come before the meeting, the persons named in the
accompanying form of Proxy will vote, in their discretion, the shares they
represent.
STOCKHOLDER PROPOSALS
Stockholder proposals are eligible for consideration for inclusion in the
proxy statement for the 2000 Annual Meeting if they are received by the
Company before the close of business on December 31, 1999.
THE BOARD OF DIRECTORS
Dated: April 20, 1999
18
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints MITCHEL J. LASKEY and DAVID M. POMERANCE,
or either of them, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated below, all
the shares of Common Stock of Dynamic Healthcare Technologies, Inc. held by
record by the undersigned on April 28, 1999, at the annual meeting of
shareholders to be held on June 10, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS
____ FOR all nominees listed below ____ WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
JERRY L. CARSON; MITCHEL J. LASKEY; THOMAS J. MARTINSON; BRET R. MAXWELL;
DAVID M. POMERANCE; DANIEL RAYNOR
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed by
the undersigned shareholder. If no direction is made, this proxy will be
voted for Proposals 1 and 2.
The undersigned hereby revokes any proxies heretofore given by him and
confirms all that the Proxies may lawfully do by virtue hereof.
Dated:_____________________, 1999 __________________________
Signature of Shareholder
PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY. Please sign name exactly
IF YOUR ADDRESS OR ZIP CODE IS INCORRECT, as shown hereon.
PLEASE CORRECT THE SAME BEFORE RETURNING. Executors, Administrators,
Trustees, etc. should give
titles as such.
If Shareholder is a
corporation, sign full
corporate name by duly
authorized officer.
Proxy99.doc
19
