SCHEDULE 14A
Information Required in Proxy Statement
Reg. Sec.240.14a.101.
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:
[ ] 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 Sec.240.14a-11(c) or Sec.240.14a-12
OCG Technology, 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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)4 and 0-11.
1) Title of each class of securities to which transaction applies:
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):
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 No.:
..................................................................
3) Filing Party:
..................................................................
4) Date Filed:
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OCG TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 14, 1999
To the Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders
of OCG Technology, Inc., a Delaware corporation (the "Company"), will
be held at 410 Park Avenue, 5th Floor, New York, N.Y. 10022 on Tuesday,
December 14, 1999 at 10:30 A.M. local time for the following purposes:
1. To elect three Directors.
2. To transact such other business as may properly come before
the Annual Meeting.
Pursuant to law and the By-laws of the Company, in lieu of closing
its transfer books, the Board of Directors has fixed the close of
business on October 29, 1999, as the record date for the determination
of Stockholders of the Company entitled to notice of, and to vote their
shares at, the Annual Meeting and any adjournment thereof.
It is desired that as many Stockholders as practicable be
represented at the meeting. Consequently, whether or not you plan to
attend the meeting, Stockholders are requested by management to fill
out, sign, and date and return the form of proxy in the enclosed
envelope, which requires no postage if mailed in the United States, as
soon as possible.
YOU MAY REVOKE THE PROXY AT ANY TIME BEFORE THE AUTHORITY GRANTED
THEREIN IS EXERCISED.
By order of the Board of Directors
Jeffrey P. Nelson, Secretary
Dated: November 16, 1999
New York, New York
<PAGE>
OCG TECHNOLOGY, INC.
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 14, 1999
This Proxy Statement is furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of Stockholders
of OCG Technology, Inc. (the "Company" or "OCG") to be held on Tuesday,
December 14, 1999 at 10:30 A.M., local time, at 410 Park Avenue, 5th
Floor, New York, N.Y. 10022, or any adjournment thereof. The
solicitation of Proxies in the enclosed form is made on behalf of the
Board of Directors of the Company. This Proxy Statement and
accompanying form of Proxy are first being mailed to stockholders on or
about November 16, 1999.
Stockholders are requested to date, sign, and return the enclosed
Proxy, as soon as possible, in the enclosed envelope, (which requires
no postage if mailed in the United States), which will be voted FOR each
of the proposals set forth herein, unless a contrary intent appears.
A stockholder signing and returning a Proxy in the enclosed form has the
power to revoke it by written notice received by the Secretary of the
Company at any time before the exercise thereof, by submitting a
subsequent Proxy or by attending the meeting and voting in person.
Expenses of soliciting Proxies will be borne by the Company.
Solicitation will be by mail except for any incidental solicitation by
telephone, telegram and personal calls by directors, officers and other
employees of the Company which will not involve furnishing additional
written materials than those supplied herewith. The Company will also
reimburse brokers and certain other persons for their charges and
expenses in forwarding Proxy material.
As of October 29, 1999, the record date for the determination of
stockholders entitled to notice of, and to vote their shares at, the
Annual Meeting and any adjournment thereof (the "Record Date"), the
following shares of voting securities of the Company were outstanding:
30,749,057 shares of common stock, par value $.01 per share ("Common
Stock") and 33,333 shares of Series E preferred stock, par value $.10
per share ("Series E Preferred").
An Annual Report on Form 10-KSB, as amended, for the fiscal year
ended June 30, 1999, containing financial and other information,
accompanies this Proxy Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Securities and Exchange Commission are incorporated in this Proxy
Statement by reference:
1. The Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1999;
2. Form 8-K dated August 13, 1999.
3. The Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1999.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c) 14 or 15 (d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Proxy Statement and prior to the
date of the Annual Stockholders' Meeting shall be deemed to be
incorporated by reference into this Proxy Statement and shall be deemed
to be a part hereof from the respective date of filing of each such
document or report. Any statement contained in a document or report
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Proxy Statement
to the extent that a statement contained herein, or in any other
subsequently filed document which also is, or is deemed to be,
incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Proxy
Statement.
This Proxy Statement incorporates documents by reference which are
not presented herein or delivered herewith. The Company will provide,
without charge, to each person to whom a Proxy Statement is delivered,
upon written or oral request of such person and by first class mail or
other equally prompt means within one business day of receipt of such
request, a copy of any and all of the information that has been
incorporated by reference in the Proxy Statement (not including exhibits
to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information
that the Proxy Statement incorporates). This includes information
contained in documents filed subsequently to the date on which
definitive copies of the Proxy Statement are sent or given to security
holders, up to the date of responding to the request. Such requests
should be addressed to Edward C. Levine, President, OCG Technology,
Inc., 450 West 31st Street, New York, New York 10001. Telephone: (212)
967-3079. In order to ensure delivery of the documents prior to the
Annual Stockholders' Meeting, requests should be received by December
1, 1999.
PROPOSAL ONE: ELECTION OF DIRECTORS
The three persons, named below, have been nominated to serve as
Directors of the Company until the next Annual Stockholders' Meeting,
or until their successors are duly elected and qualify (the "Nominees").
It is the intention of those named on the enclosed form of Proxy, in all
those instances where the Proxies indicate a vote in favor of the
Nominees (or have no designated choices for directors), to vote all duly
executed Proxies, unless authority is previously withdrawn, for the
three Nominees. All three Nominees are currently serving as Directors.
If, at the time of the Annual Meeting, any of the Nominees is not
available to serve as a Director, the Proxies may be voted for a
substitute Nominee designated by the Board of Directors ("the Board").
The Company does not have a standing Nominating Committee. Nominations
for Board members are considered by the full Board.
Nominees
The three Nominees of management to serve as Directors of the
Company, and further information concerning such Nominees, including
other offices held and past business experience, are as follows:
<TABLE>
<CAPTION>
Name Age Position(s) Director Since
- ---- --- ----------- --------------
<S> <C> <C> <C>
Edward C. Levine 72 President/Chairman/Treasurer 1973
Jeffrey P. Nelson 55 Secretary/Executive Vice President 1991
Jarema S. Rakoczy 57 Vice President 1987
</TABLE>
Edward C. Levine has been a Director of the Company since 1973 and
has been its President and Chairman of the Board since 1976. Mr. Levine
is a member of the Bar of the State of New York.
Jeffrey P. Nelson, has been a Director of the Company since
November 1991, has been its Secretary since June 1992 and an Executive
Vice President since November 1997. Mr. Nelson served as a Vice
President, Asset Based Finance Division, of Marine Midland Bank, NA from
December 1986 through 1990. Mr. Nelson was self-employed as a real
estate financing consultant from January 1991 through November 1991.
Jarema S. Rakoczy, has been a Director of the Company since August
1987, and has been a Vice President since March 1985. He has been with
the Company since January, 1983. Mr. Rakoczy has been self-employed as
a sales and marketing consultant since May of 1989. Mr. Rakoczy devotes
all of his professional time to the Company's affairs. Mr. Rakoczy
served as Eastern Manager at Hittman Medical Systems from September 1980
to December 1982; as Regional Sales Manager at American Optical Medical
Division from February 1976 to September 1980; and as Vice President at
Pratt Electronics from June 1968 to November 1974.
The affirmative vote of the holders of a plurality of the Company's
Stock, who are present in person or represented by Proxy and are
entitled to vote at the Annual Meeting, is required for the adoption of
Proposal One.
The Board recommends a vote FOR this proposal.
Meetings and Committees of the Board
The Board met nine times during the fiscal year ended June 30,
1999. Each Director attended at least 75% of those meetings during the
period in which he was a member of the Board.
During the year ended June 30, 1999, the Board did not have any
standing audit, nominating or compensation committees, or committees
performing similar functions.
Compensation of Directors
There are no standard or other arrangements for compensating
Directors. Directors currently serve without compensation.
Compensation of Officers
The following table presents certain specific information regarding
the compensation of the Chairman and President of the Company. The
Chairman and President of the Company received no salary or bonus in the
last three years other than the compensation set forth in the following
table. No Officer of the Company had a total salary, bonus or other
compensation exceeding $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table (Fiscal 1999)
Fiscal Year Ended Long-term Compensation
Name & Principal Position June 30, Securities Underlying Options
- ------------------------- ------- -----------------------------
(a) (b) (g)
<S> <C> <C>
Edward C. Levine, 1999 300,000
President and Chief 1998 200,000
Executive Officer 1997 350,000
</TABLE>
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Number of % of Total Options/SARs Exercise or
Securities Underlying Granted to Employees in Base Price Expiration
Name Options/SARs Granted Fiscal Year ($/Share) Date
(a) (b) (c) (d) (e)
---------------- --------------------- ------------------------ ---------- --------
<S> <C> <C> <C> <C>
Edward C. Levine 300,000 20.38 $.47 6/21/2002
</TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
The following table sets forth certain information regarding the
exercise of stock Options during the fiscal year ended June 30, 1999
and the fiscal year ended value of unexercised options for the
Company's named executive officers.
<TABLE>
<CAPTION>
Shares Value Number of Value of Unexercised
Acquired on Realized Unexercised Options In-the-money Options
Name Exercise ($) at Fiscal Year-End at Fiscal Year End(1)
---- ----------- -------- ------------------- ---------------------
<S> <C> <C> <C> <C>
Edward C. Levine 0 $0 850,000 $0
Jeffrey P. Nelson 0 $0 550,000 $0
Jarema S. Rakoczy 0 $0 120,000 $0
Erich W. Augustin 0 $0 550,000 $0
<FN>
______________
Notes:(1) Calculated based on the excess of the closing market price
of the Company's Common Stock as reported on the OTC Bulletin Board on
June 30, 1999 ($0.41) over the option exercise price.
</TABLE>
Security Ownership of Certain Beneficial Owners and Management
The following table indicates as of October 31, 1999, the number
of shares of the Company's Stock beneficially owned by (i) each Officer
and Director, (ii) each 5% stockholder of the Company's Stock known to
the Company, and (iii) all Officers and Directors as a group:
Name & Address of Amount & Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
- ----- ---------------- -------------------- ----------
Common Edward C. Levine 538,826 - Direct 1.75%
450 West 31st Street
New York, NY 10001
Common Jeffrey P. Nelson 450,000 - Direct 1.47%
450 West 31st Street
New York, NY 10001
Common Jarema S. Rakoczy 359,600 - Direct 1.17%
450 West 31st Street
New York, NY 10001
Common All Directors and 1,348,426 - Direct 4.39%
Officers as a group
(3 persons)
Certain Relationships and Related Transactions
On June 22, 1999 authorized the issuance of, and thereafter issued,
warrants to purchase shares of its Common Stock as follows: Edward
C. Levine 300,000 warrants; Jeffrey P. Nelson 150,000 warrants;
Erich W. Augustin 150,000 warrants, and Jarema S. Rakoczy 30,000
warrants; all at $.47 per share.
On June 22, 1999 OCGT authorized the issuance of, and thereafter
issued, warrants to purchase 200,000 shares of its common stock
at $.47 per share to Masterdisk Corporation in payment of the use
of space and administrative support services for the year ended May
31, 2000. A shareholder and officer of Masterdisk Corporation is
the son of OCGT's President.
On December 8, 1998 OCGT authorized and issued warrants to acquire
150,000 shares of OCGT's common stock at an exercise price of $0.65
which expire December 10, 2001. These warrants were issued to Erich
W. Augustin, an Officer and Director of OCGT.
APPOINTMENT OF AUDITORS
The Board of Directors has not selected the independent public
accountant to audit the current fiscal year. The fact that the
audit of the fiscal year ending June 30, 1999 was not completed by
our independent auditors, Dalessio, Millner & Leben LLP, until
October 13, 1999, the last day for timely filing of our Form 10-KSB,
has caused the Board to reflect upon the situation and a final
decision has not been made.
OTHER MATTERS
The Board of the Company knows of no other business
constituting a proper subject for action by Stockholders which will
be presented for consideration at the Annual Meeting, other than
the business set forth in this Proxy Statement. However, should any
other business come before the meeting, the persons named as Proxies
will vote in accordance with their best judgment.
Proposals of Stockholders intended to be presented to the 2000
Annual Meeting of Stockholders must be received by the Secretary of
the Company on or before September 1, 2000 to be considered for
inclusion in the Proxy materials for that meeting. In addition, the
By-laws of the Company contain requirements relating to the timing
and content of the notice which Stockholders must provide to the
Secretary of the Company for any matter to be properly presented at
a Stockholders meeting.
BY ORDER OF THE BOARD OF DIRECTORS
New York, New York
November 16, 1999
OCG TECHNOLOGY, INC.
Proxy for Annual Meeting of Stockholders
(This Proxy is solicited on behalf of the Board of Directors)
The undersigned hereby appoints Edward C. Levine, Wynne B. Stern, Jr., and
Marriott W. Winchester, severally, Proxies, with power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Stockholders to be
held at 410 Park Avenue, 5th Floor, New York, N.Y. 10022 on Tuesday,
December 14, 1999 at 10:30 A.M. local time and at any adjournment thereof.
1. The election of Directors:
FOR all nominees listed (except as written below) [ ]
WITHHOLD AUTHORITY to vote for all nominees [ ]
Edward C. Levine, Jeffrey P. Nelson, Jarema S. Rakoczy
Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the following space:
- ----------------------------------------------------------------------------
(Continued and to be Signed on Reverse Side)
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS IN THIS PROXY. IF NOT OTHERWISE SPECIFIED, THIS PROXY IS TO
BE VOTED IN FAVOR OF THE NOMINEES FOR THE ELECTION OF DIRECTORS PROPOSED IN
ITEM 1.
Dated: ________________________________________
Signed:________________________________________
Signed:________________________________________
Executors, administrators, trustees, etc.
should give full title. For joint
accounts, each owner should sign. For
corporate signatures, seal should be
affixed.
PLEASE RETURN THIS PROXY IN THE ENCLOSED SELF-ADDRESSED, POSTAGE PAID ENVELOPE.
November 16, 1999
Dear Shareholder:
During the past year your Company, OCG Technology, Inc. ("OCGT") has had
some significant changes.
One of these was the sale of the Medical Manager distributorship owned
by Mooney-Edwards Enterprises, Inc.("MIS"), one of OCGT's wholly owned
subsidiaries. The disposition is discussed in the attached Form 10-KSB for the
year ended June 30, 1999 on: page 2, Part 1, Item 1, Description of Business
under the heading Disposition of Assets; on Page 5 under the heading Medical
Information Systems; and lastly, in Part II on page 9 at Item 6, Management's
Discussion and Analysis or Plan of Operation under the heading Liquidity and
Capital Resources. However, the effects of the transaction are not fully
reflected in the Financial Statements attached to FORM 10-KSB. To more
completely reflect the transaction our independent auditors have prepared the
following Pro Forma Consolidated Balance Sheet:
<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1999
<CAPTION>
Pro Forma
ASSETS Historical Adjustments Pro Forma
------ ---------- ----------- ---------
CURRENT
- -------
<S> <C> <C> <C>
Cash $103,408 $377,767 $481,175
Accounts receivable 8,468 8,468
Prepaid expenses and other current assets 193,979 193,979
Net assets held for sale 30,421 (30,421) 0
-------- -------- --------
TOTAL CURRENT ASSETS 336,276 347,346 683,622
PROPERTY AND EQUIPMENT (net) 123,023 123,023
OTHER ASSETS 3,180 3,180
-------- -------- --------
462,479 347,346 809,825
======== ======== ========
CURRENT LIABILITIES 90,556 90,556
TOTAL SHAREHOLDERS' EQUITY 371,923 347,346 719,269
-------- -------- --------
$462,479 $347,346 $809,825
======== ======== ========
Although payments of the purchase price have been received by OCGT, as of
this date the transaction has not fully closed and adjustments to the purchase
price and transaction have not been fully reflected.
In addition to the above OCGT has been shifting its focus to stay on top
of the changes occurring in technology. Although OCGT continues it efforts to
market the Windows NT/95/98 version of the PrimeCareTM Patient Management
System, it has developed Internet capability for a significant part of this
product line and has introduce two web sites, www.yourownhealth.com , a consumer
product, and PrimeCare on the Web, a product for physicians. OCGT believes that
these products will generate significant advertising revenues. In addition, OCGT
has developed an additional profit center by contracting to create, host and
manage a web site in the fitness field.
We will keep you informed through Information Releases as marketing
arrangements are completed. Please visit our web site for Company information
www.pcare.com , for health related information visit www.yourownhealth.com and
for fitness information www.deniseaustin.com.
Sincerely,
OCG Technology, Inc.
By:/s/Edward C. Levive
-------------------
Edward C. Levine,
President
</TABLE>
