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 Section 240.14a-11(c) or
Section 240.14a-12
Healthplex, 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] $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:
-------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------
3) Filing Party:
---------------------------------------------------
4) Date Filed:
---------------------------------------------------
<PAGE>
HEALTHPLEX, INC.
60 CHARLES LINDBERGH BOULEVARD
UNIONDALE, NEW YORK 11553
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------
An Annual Meeting of Stockholders of Healthplex, Inc. (the "Company")
will be held at the Guest Quarters-Suite Hotel, 707 N. King Street,
Wilmington, Delaware, on July 2, 1996, at 1:00 P.M., New York time for the
following purposes:
1. To elect six directors to the Board of Directors;
2. To ratify the appointment of Libero & Kappel as independent
auditors for the fiscal year ending December 31, 1996; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on May 22, 1996
will be entitled to vote at the meeting. A list of such stockholders will
be available for examination by any stockholder for any purpose germane to
the meeting, during normal business hours, at the principal office of the
Company, 60 Charles Lindbergh Boulevard, Uniondale, New York, for a period
of ten days prior to the meeting.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON, WE
URGE YOU TO PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ENVELOPE PROVIDED FOR THAT PURPOSE.
By Order of the Board of Directors,
BRUCE H. SAFRAN,
Secretary
May 24, 1996
<PAGE>
HEALTHPLEX, INC.
60 CHARLES LINDBERGH BOULEVARD
UNIONDALE, NEW YORK 11553
TEL: (516) 794-3000
-------------
PROXY STATEMENT
-------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 2, 1996
INTRODUCTION
The Board of Directors of Healthplex, Inc. (the "Company") solicits your
proxy, in the form enclosed, for use at the annual meeting of stockholders
to be held on July 2, 1996 and any adjournment(s) thereof (the "Meeting").
This Proxy Statement and the accompanying Notice of Annual Meeting and Form
of Proxy are being mailed to stockholders on or about May 24, 1996.
The Board of Directors has fixed May 22, 1996 as the record date (the
"Record Date") for the determination of stockholders entitled to vote at
the Meeting. At the close of business on the Record Date there were
outstanding and entitled to vote 3,586,682 shares of Common Stock of the
Company, par value $.001 per share ("Common Stock"). Each share is
entitled to one vote. The Common Stock is the only outstanding class of
securities of the Company. A majority of the outstanding shares will
constitute a quorum at the meeting. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions are counted in tabulations of the
votes cast on proposals presented to stockholders for purposes of
determining whether a proposal has been approved, whereas broker non-votes
are not counted for purposes of determining whether a proposal has been
approved.
Any proxy may be revoked at any time before it is exercised by delivery
of a written instrument of revocation or a later dated proxy to the
principal executive office of the Company or, while the Meeting is in
session, to the Secretary of the Meeting, without, however, affecting any
vote previously taken. The presence of a stockholder at the Meeting will
not operate to revoke his proxy. The casting of a ballot by a stockholder
who is present at the Meeting will, however, revoke his proxy but then
solely as to the matters on which the ballot is cast and not as to any
matters on which he does not cast a ballot or as to matters previously
voted upon.
Proxies received by management will be voted at the Meeting or any
adjournment thereof as specified therein by the person giving the Proxy.
TO THE EXTENT NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR
MANAGEMENT'S PROPOSALS. All of management's proposals have been
unanimously approved by the Board of Directors.
The expense of soliciting proxies, including the cost of preparing,
assembling and mailing this proxy material to stockholders, will be borne
by the Company. Directors, officers and employees may solicit proxies
personally or by telephone, without additional salary or compensation to
them. Banks, brokers, custodians, nominees and fiduciaries will be
requested to forward the proxy soliciting materials to beneficial owners,
and the Company will reimburse such persons for reasonable out-of-pocket
expenses incurred by them in this connection.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
There are six directors to be elected. It is intended that the names of
the persons indicated in the following table will be placed in nomination,
and the persons named in the enclosed proxy will vote for their election.
In case any nominee becomes unavailable for election to the Board of
Directors for any reason not presently known or contemplated, the proxy
holders will have discretionary authority in that instance to vote the
proxy for a substitute. To be elected, any nominee must receive a
plurality of the votes cast for his position. Each nominee elected will
serve as a director for the ensuing year and until his successor shall have
been elected and qualified.
The following six nominees are proposed to be elected directors at the
Meeting.
Served as
Director
Name Principal Occupation Age Since
---- --------------------- --- --------
Stephen J. Cuchel.. Chairman of the Board, Co-Chief
Executive Officer and a Director 57 1984
Martin Kane........ President, Co-Chief Executive
Officer and a Director 56 1984
Bruce H. Safran.... Vice-President, Secretary and a
Director 46 1984
George Kane......... Vice-President, Treasurer and a
Director 52 1984
Philip J. Rizzuto... Vice President of Management
Information Systems and a
Director 52 1990
Douglas L. King..... Director 54 1986
CERTAIN INFORMATION CONCERNING NOMINEES AND EXECUTIVE OFFICERS
DR. STEPHEN J. CUCHEL has been Chairman of the Board, Co-Chief
Executive Officer and a Director of the Company for more than the past five
years. He is a director of International Healthcare Services, Inc.
("IHS"), President of the American Dental Research Foundation, a partner in
a group dental practice with Drs. George Kane and Martin Kane, Assistant
Professor at New York University Medical Center and a lecturer at C.W. Post
Long Island University. He is a member of the 9th Dental Society, North
Eastern Conference of Health, Welfare and Pension Plans. He is also a
member of the board of directors of the Health Services Administration,
Nassau and Suffolk counties. Dr. Cuchel received a B.S. from Union College
in 1960 and a D.D.S. from New York University College of Dentistry in 1964.
He has also completed post-graduate training at New York Institute of
Clinical Oral Pathology, and a residency at Long Island College Hospital in
Anesthesiology and Dentistry for Handicapped Children.
DR. MARTIN KANE has been President, Co-Chief Executive Officer and a
Director of the Company for more than the past five years. He is also a
director of IHS. He, with Drs. George Kane and Stephen Cuchel, operates a
group dental practice from four private offices in New York City and
environs. Between 1964 and 1976 he and Dr. Cuchel established various
dental offices in the New York metropolitan area. Dr. Kane received a B.S.
from City College of New York in 1960 and a D.D.S. from New York University
College of Dentistry in 1964. He is a member of the American Dental
Association, SED Professional Fraternity for Continuing Education,
Conference of Oral Medicine, North Eastern Conference of Health, Welfare
and Pension Funds and is dental care adviser to Local 1125 Retail Menswear
Union.
DR. BRUCE H. SAFRAN has been Vice-President, Secretary and a Director
of the Company for more than the past five years. His duties include
professional relations and the marketing of image services. He is also
President and a director of IHS (having served since 1981). Dr. Safran is
licensed to practice dentistry in New York and New Jersey, was a solo
practitioner between 1974 and 1982, and occasionally serves as a dental
consultant to private dental offices. Dr. Safran attended Ohio State
University between 1967 and 1970, received a D.D.S. in 1974 from the
University of Maryland and an M.B.A. in 1989 from the University of New
Haven. He is a member of the American, New York State and Nassau County
Dental Societies, as well as the American Health Information Management
Association, the American Records Management Association, the Self
Insurance Institute of America, the Council of Dental Benefit Processing
Standards, the National Association of Dental Plans, the International
Foundation of Employee Benefits Plans and the Association for Information
and Image Management.
DR. GEORGE KANE has been a Vice-President and a Director of the
Company since July 1984, and has been Treasurer of the Company since
February 1988. He is a director and Vice-President of IHS. Together with
his brother, Martin Kane, and Stephen J. Cuchel, Dr. Kane operates a group
dental practice from four offices in New York City and environs. He is a
member of the American Dental Association, SED Professional Fraternity for
Continuing Education, Academy of General Dentistry, American Endodontic
Society, American Society of Preventive Dentistry and Yonkers, New York
Chamber of Commerce. He received his B.A. from The State University,
Rutgers, New Jersey in 1965 and a D.D.S. from New York University College
of Dentistry in 1969.
PHILIP J. RIZZUTO has been a Director of the Company and
Vice-President of Management Information Systems since March 1990. He was
a Director, Chief Executive Officer, Secretary and Treasurer of the
Healthplex Computer Group from December 1987 until July 31, 1993. His
duties include providing technical support services for in-house computer
and imaging systems and providing market support for all products. Prior
thereto, and at various times since 1982, he was a self-employed consultant
to the Company and to other companies. From August 1982 through 1986, Mr.
Rizzuto was a director and Vice-President of Management Information Systems
for AGS International, Ltd., a privately-held concern. From 1981 to August
1982, Mr. Rizzuto was a Senior Director of Information Systems for the New
York City Transit Authority. Mr. Rizzuto received his B.S., Cum Laude, in
Computer Technology in 1975 from New York Institute of Technology.
DOUGLAS L. KING has been a Director of the Company for more than the
past five years. Mr. King has also been President and Chief Executive
Officer of Smyth, Sanford and Gerard Reinsurance Intermediaries, Inc. and a
director of United States Surgical Corporation for more than the past five
years. He is also President and Chief Executive Officer of C.C. King &
Co., Inc. Mr. King received his B.A. in 1963 from Stanford University, his
J.D. from Stanford University in 1966 and a Masters of Philosophy from the
University of London in 1968. He is a member of the Association of the Bar
of the State of California.
JOHN FORTE has been with the Company for more than the past five years
and is a Vice President and Chief Accounting Officer of the Company. Since
July 1991, Mr. Forte has served as a Vice President of the Company. Mr.
Forte received his A.A.S. from Brooklyn College, New York in 1962 and his
B.B.A. from the City College of New York in 1966. He is a Certified Public
Accountant and has been a member of the New York State Society of Certified
Public Accountants and A.I.C.P.A. since 1969. Mr. Forte also maintains a
private accounting practice for his own clients and devotes approximately
one day per week to such activities.
Drs. Martin Kane and George Kane are brothers.
Based on a review of the Forms 3 and 4, and any amendments thereto,
filed during the year ended December 31, 1995 by those individuals required
to file and furnish to the Company such reports and the written
representation furnished to the Company by each such individual that he is
not required to file a Form 5, the Company knows of no delinquent filing
of, or failure to file, any such Form which was required to be filed during
such year other than the following: Mr. Philip Rizzuto had one late report
relating to one transaction and he was unaware of the need to file at the
relevant time. The transaction related to the disposition of 75,000 shares
in May 1995 in connection with a property settlement with his former
spouse, and Mr. Rizzuto accurately reported his shareholdings in connection
with a subsequent Form 4 filing made in connection with an unrelated
transaction. A Form 5 has been filed to report the May 1995 disposition of
shares.
COMMITTEES AND MEETINGS OF THE BOARD
The Company has a standing Audit Committee consisting of Messrs.
Douglas L. King, Bruce H. Safran and Stephen J. Cuchel. The Audit
Committee is responsible for supervising the financial affairs of the
Company and the relationship of the Company with its independent certified
public accountants. The Audit Committee did not meet during the Company's
last fiscal year.
The Company has a standing Executive Committee consisting of Messrs.
Douglas L. King, Martin Kane and Stephen J. Cuchel. The Executive
Committee is authorized to exercise all of the powers and authority of the
full Board of Directors in the management of the business of the Company,
with the exception of the powers to declare a dividend, authorize the
issuance of stock or adopt a certificate of ownership and merger, and may
not exercise those powers specifically prohibited by Section 141 of the
Delaware General Corporation Law. The Executive Committee did not meet
during the Company's last fiscal year.
The Company has a standing Stock Option Committee consisting of
Messrs. Douglas L. King, Stephen J. Cuchel and Bruce H. Safran. The Stock
Option Committee is responsible for administering the Company's 1985
Incentive Stock Option Plan and 1985 Non-Qualified Stock Option Plan and
did not meet during the Company's last fiscal year.
The Company has a Director Plan Committee consisting of Messrs.
Stephen J. Cuchel, Martin Kane and Bruce H. Safran. The Director Plan
Committee is responsible for administering the Company's 1992 Director
Stock Incentive Plan. The Director Plan Committee acted once by unanimous
written consent during the last fiscal year.
The Company has a Stock Committee consisting of George Kane and
Douglas L. King. The Stock Committee is responsible for administering the
Company's 1992 Stock Incentive Plan. The Stock Committee acted once by
unanimous written consent during the last fiscal year.
The Company does not have a standing Nominating, Compensation or
similar Committee.
The Company's Board of Directors acted three times by unanimous
written consent during the last fiscal year.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
There is set forth below the compensation for services in all
capacities paid or accrued by the Company and its subsidiaries during the
fiscal year ended December 31, 1995 to the two Co-Chief Executive Officers
and those other executive officers whose cash compensation during 1995
exceeded $100,000:
SUMMARY COMPENSATION
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------ -----------
NAME AND FISCAL OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY SARs(NO.) COMPENSATION(1)
------------------ ------ ------ --------- ---------------
Stephen J. Cuchel, 1995 $158,445 65,000(2) $12,000
Chairman of the Board, 1994 $140,861 65,000 $7,158
Co-Chief Executive 1993 $122,180 --- $6,552
Officer and a Director
Martin Kane, 1995 $158,185 65,000(2) $8,900
President, Co-Chief 1994 $140,861 65,000 $7,676
Executive Officer 1993 $122,524 --- $6,545
and a Director
Bruce H. Safran, 1995 $136,597 50,000(2) $7,402
Vice-President, Secretary 1994 $128,112 50,000 $8,820
and a Director 1993 $114,014 --- $3,632
John Forte, 1995 $103,290 25,000(2) $6,468
Vice President 1994 $ 98,600 25,000 $5,768
Chief Accounting Officer 1993 $ 91,650 --- $5,418
----------------------
(1) Consists of (i) matching contributions to the Retirement Savings Plan
of the Company for the years 1993, 1994 and 1995 for each of Drs.
Cuchel ($1,552, $1,701, $1,627), Martin Kane ($1,545, $1,701, $1,646)
and Safran ($1,507, $1,418, $1,323) and (ii) insurance premiums paid
by the Company for the years 1993, 1994 and 1995 for each of Drs.
Cuchel ($5,000, $5,457, $12,000), Martin Kane ($5,000, $5,975,
$8,900), Safran ($2,125, $7,402, $7,402) and John Forte ($5,418,
$5,768, $6,468) on life insurance policies payable to beneficiaries
respectively designated by each insured.
(2) These options were issued in replacement of a like number of options
granted to the named executive in 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR/ OPTION VALUES AT
FISCAL YEAR END
During 1995, neither the co-Chief Executive Officers of the Company
nor any of the most highly compensated executive officers whose annual
compensation exceeded $100,000 exercised options to purchase Common Stock
of the Corporation.
The following table presents information regarding the number of
options to purchase the Company's Common Stock granted by the Company to
the named executive officers during the year ended December 31, 1995, the
percentage of each named executive officer's share of all such options
granted to all employees of the Company, the exercise price of each such
executive officer's options, and the expiration date of each such executive
officer's options.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
------------------------------------------------------
PERCENT OF
TOTAL
OPTIONS
NO. OF GRANTED
SECURITIES TO EXERCISE
UNDERLYING EMPLOYEES OR
OPTIONS IN BASE
GRANTED FISCAL PRICE
NAME (#) YEAR ($/SH)(1) EXPIRATION DATE
---- --------- --------- --------- ---------------
Stephen J. Cuchel . 65,000 17.08 $1.1979 November 27, 2000
Martin Kane . . . . 65,000 17.08 $1.1979 November 27, 2000
Bruce H. Safran . . 50,000 13.14 $1.089 November 27, 2005
John Forte . . . . 25,000 6.57 $1.089 November 27, 2005
---------------------
(1) Consists of Incentive Stock Options which were granted to the named
executive officers on November 28, 1995. In the case of Messrs. Cuchel
and M. Kane, the options are exercisable for a period of five years
from the date of grant and were granted at 110% of the Formula Price.
The options granted to Messrs. Safran and Forte are exercisable for a
period of ten years and were granted at the Formula Price. The
"Formula Price" is equal to the average of the mean between the
closing bid and ask prices for the Company's Common Stock on the
National Association of Securities Dealers Automatic Quotation System
during the 20 trading days preceding the date of grant, eliminating
from such calculation the two high and two low bid and asked prices.
During 1995, the Company paid a director's fee of $12,000 to one
outside director and a director's fee of $25,000 to another director of the
Company.
During 1995, the Company, acting upon the unanimous written consent of
the Company's Stock Option Committees which administer the Company's
various Stock Option Plans, issued replacement grants of stock options to
the named executive officers at a reduced exercise price in order to take
into account the declining market price of the Company's stock. The
replacement grants were issued to the named executive officers in exchange
for the cancellation of certain stock options to purchase an identical
number of shares of Common Stock which were granted by the Company to the
named executive officers in fiscal 1994. The replacement grants were
undertaken in accordance with the terms and conditions of the Company's
various Stock Option Plans.
The exercise price of the replacement grants of stock options to the
named executive officers were determined by calculating the amount equal to
the average of the mean between the closing bid and ask prices for the
Company's Common Stock on the National Association of Securities Dealers
Automatic Quotation System during the 20 trading days immediately preceding
the date of grant, which was November 28, 1995, eliminating from such
calculation the two high and low bid and asked prices.
EMPLOYMENT AGREEMENTS
On October 3, 1984, the Company entered into three-year employment
agreements with each of Messrs. Stephen J. Cuchel, Martin Kane and Bruce H.
Safran, each a principal stockholder and director of the Company. The
Agreements are terminable by either party upon 30 days' written notice.
Pursuant to these agreements, Drs. Cuchel, Kane and Safran each devote
substantially all of his business time and efforts to the business affairs
of the Company.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth the number and percentage of shares of
the Company's Common Stock, par value $.001 per share, held by each
director, by each executive officer named in the Compensation Tables set
forth herein, by each person known by the Company to own in excess of five
percent of the Company's Common Stock and by all officers and directors as
a group as of March 15, 1996:
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------------- --------
Stephen J. Cuchel(1) . . . . . . . 519,918 14.23%
Nassau Corporate Center I
60 Charles Lindbergh Blvd.
Uniondale, NY 11553
Martin Kane(2) . . . . . . . . . . 499,400 13.67%
Nassau Corporate Center I
60 Charles Lindbergh Blvd.
Uniondale, NY 11553
Bruce H. Safran(3) . . . . . . . . 342,200 9.40%
Nassau Corporate Center I
60 Charles Lindbergh Blvd.
Uniondale, NY 11553
George Kane(4) . . . . . . . . . . 477,000 13.15%
50 Rustic Gate Lane
Dix Hills, NY 11741
Douglas L. King(5) . . . . . . . . 23,000 0.63%
535 Center Island Road
Oyster Bay, NY 11771
Philip J. Rizzuto(6) . . . . . . . 132,818 3.64%
1904 Gardenia Avenue
North Merrick, NY 11566
All Directors and Officers as a
group (seven persons)(7) . . . . . 2,019,336 51.65%
---------------------
(1) Includes 10,280 shares held in custody for certain members of Mr.
Cuchel's family; and 65,000 shares which Mr. Cuchel may acquire upon
exercise of an Incentive Stock Option which is exercisable at a price
of $1.1979 per share.
(2) Includes 65,000 shares which Mr. Kane may acquire upon exercise of an
Incentive Stock Option which is exercisable at a price of $1.1979 per
share. George Kane and Martin Kane are brothers. Each disclaims any
voting or investment power over the shares of Common Stock owned by
the other.
(3) Includes 50,000 shares which Mr. Safran may acquire upon exercise of
an Incentive Stock Option which is exercisable at a price of $1.089
per share.
(4) Includes 45,000 shares which Mr. Kane may acquire upon exercise of an
Incentive Stock Option which is exercisable at a price of $1.089 per
share. George Kane and Martin Kane are brothers. Each disclaims any
voting or investment power over the shares of Common Stock owned by
the other.
(5) Includes 6,000 shares held in a trust of which Mr. King is a one-third
beneficiary; 10,000 shares which Mr. King may acquire upon exercise of
a Non-Qualified Stock Option which is exercisable at a price of $1.089
per share; and 5,000 shares which Mr. King may acquire upon exercise
of a Non-Qualified Stock Option which is exercisable at a price of
$.6015625 per share.
(6) Includes 25,000 shares which Mr. Rizzuto may acquire upon exercise of
an Incentive Stock Option which is exercisable at a price of $1.089
per share, and 32,818 shares which Mr. Rizzuto may acquire upon
exercise of an Incentive Stock Option which is exercisable at a price
of $.6015625 per share.
(7) Includes the shares and options referred to in Footnotes (1) through
(6) and 25,000 shares issuable to an officer of the Company upon
exercise of an Incentive Stock Option exercisable at a price of $1.089
per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 1995, the Company derived revenues
from Dentcare of $2,253,903.
Drs. Martin Kane, Stephen J. Cuchel, Bruce H. Safran and George Kane are
directors of IHS and Drs. Bruce H. Safran and George Kane are also officers
of IHS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 1.
RATIFICATION OF AUDITORS
(Proposal No. 2)
At the Meeting, a vote will be taken on a proposal to ratify the
appointment by the Board of Directors of Libero & Kappel, independent
public accountants, as the independent auditors of the Company for the
fiscal year ending December 31, 1996. Libero & Kappel has served as the
Company's independent auditors for the fiscal year ended December 31, 1995.
Management believes that the appointment of Libero & Kappel is in the
best interests of the Company and recommends that it be ratified. To be
ratified as the independent auditors of the Company, this proposal must
receive a majority of the votes cast. A representative of Libero & Kappel
is not expected to be present at the Annual Meeting of Stockholders of the
Company. If, however, a representative is present, he will be given an
opportunity to make a statement to the stockholders if he so desires and
will be available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2.
OTHER MATTERS
The Board of Directors knows of no other business to be brought before
the Meeting other than as set forth above. If any other business should
properly come before the Meeting, it is the intention of the persons named
in the enclosed form of proxy to vote such proxies in accordance with their
best judgment on such matters.
INCLUSION OF STOCKHOLDERS' PROPOSALS IN THE COMPANY'S
1997 PROXY STATEMENT
Stockholder proposals for the next Annual Meeting of Stockholders must
be received at the principal executive offices of the Company, 60 Charles
Lindbergh Blvd., Uniondale, New York 11553, not later than January 24, 1997
to be considered for inclusion in the Company's Proxy Statement for such
Meeting. Any request for such a proposal should be accompanied by a
written representation that the person making the request is a record or
beneficial owner of at least 1% or $1,000 in market value of the Company's
common shares and has held such shares for at least one year as required by
the Proxy Rules of the Securities and Exchange Commission.
ANNUAL REPORT
A copy of the Company's combined Annual Report and Form 10-KSB,
including the financial statements and the financial statement schedules
thereto, for the fiscal year ended December 31, 1995, is being mailed to
Stockholders together with this Proxy Statement.
By Order of the Board of Directors,
BRUCE H. SAFRAN,
Secretary
May 24, 1996
<PAGE>
HEALTHPLEX, INC.
PROXY--ANNUAL MEETING OF STOCKHOLDERS--JULY 2, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of Healthplex, Inc. (the "Company"),
hereby revoking any proxy heretofore given, does hereby appoint Stephen J.
Cuchel, Martin Kane and Bruce H. Safran, and each of them, proxies with
full power of substitution, for and in the name of the undersigned to
attend the Annual Meeting of the Stockholders of the Company to be held at
the Guest Quarters-Suite Hotel, 707 N. King Street, Wilmington, Delaware,
on July 2, 1996, at 1:00 P.M., New York time, and at any adjournment
thereof, and there to vote upon all matters specified in the notice of said
meeting, as set forth herein, and upon such other business as may properly
and lawfully come before the meeting, all shares of stock of said Company
which the undersigned would be entitled to vote if personally present at
said meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH
SHARES WILL BE VOTED FOR ALL PROPOSALS.
NO. 1. ELECTION OF DIRECTORS.
FOR ALL NOMINEES listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to to vote for all
the contrary below) nominees
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
Stephen J. Cuchel, Martin Kane, Bruce H. Safran, Philip J. Rizzuto,
George Kane, Douglas L. King
NO. 2. RATIFICATION OF LIBERO & KAPPEL AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Continued on reverse side)
<PAGE>
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any and all
adjournments thereof.
THE BOARD OF DIRECTORS REQUESTS THAT YOU FILL IN, DATE AND SIGN THE
PROXY AND RETURN IT IN THE ENCLOSED POSTPAID ENVELOPE.
Dated_________________________________, 1996
____________________________________________
Signature
____________________________________________
Signature if jointly held
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
HEREON. In signing as attorney, executor,
administrator, trustee or guardian, indicate
such capacity. All joint tenants must sign.
If a corporation, please sign in full corporate
name by president or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
