SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 Materials Pursuant to S.240.14a-11(c) or
S.240.14a-12
HEALTHPLEX, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
amount on which the filing fee is calculated and state
how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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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2) Form, Schedule or Registration Statement No:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
HEALTHPLEX, INC.
60 CHARLES LINDBERGH BOULEVARD
UNIONDALE, NEW YORK 11553
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------
An Annual Meeting of Stockholders of Healthplex, Inc. (the
"Company") will be held at Brandywine Suites Hotel, 707 N. King
Street, Wilmington, Delaware, on July 28, 1998, at 12:45 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,
1998; 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 June
12, 1998 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
June 15, 1998
<PAGE>
HEALTHPLEX, INC.
60 CHARLES LINDBERGH BOULEVARD
UNIONDALE, NEW YORK 11553
TEL: (516) 542-2200
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PROXY STATEMENT
--------------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 28, 1998
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 28, 1998 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 June 15, 1998.
The Board of Directors has fixed June 12, 1998 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 3,590,082
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.
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<PAGE>
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- 59 1984
Chief Executive Officer
and a Director
Martin Kane. . President, Co-Chief 58 1984
Executive Officer and a
Director
Bruce H.
Safran . . . . Vice-President, Secretary 49 1984
and a Director
George Kane. . Vice-President, Treasurer 54 1984
and a Director
Philip J.
Rizzuto . . . Vice-President, Management 54 1990
Information Systems, and
a Director
Douglas L.
King . . . . . Director 56 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.
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<PAGE>
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 product development, professional relations and
the marketing of dental 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, the
Self-Insurance Institute of America, the Association of Managed
Health Care Organizations, the American Health Information
Management Association and the National Association of Dental
Plans, of which he is a Director.
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 A. FORTE has been with the Company for more than the
past five years and is a Vice-President and Chief Financial
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.
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<PAGE>
Based on a review of the Forms 3 and 4, and any amendments
thereto, filed during the year ended December 31, 1997 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.
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 did not meet during the Company's last fiscal year.
The Company has a Stock Committee consisting of Messrs.
George Kane and Douglas L. King. The Stock Committee is
responsible for administering the Company's 1992 Stock Incentive
Plan. The Stock Committee did not meet during the Company's last
fiscal year.
The Company does not have a standing Nominating,
Compensation or similar Committee.
The Company's Board of Directors acted two times by
unanimous written consent and met twice during the last fiscal
year.
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<PAGE>
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 three fiscal years ended December 31,
1997 to the two Co-Chief Executive Officers and those other
executive officers whose cash compensation during 1997 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, 1997 $250,000 - $14,275
Chairman of 1996 $183,121 100,000 (2) $13,171
the Board 1995 $158,445 65,000 (3) $13,627
Co-Chief Executive
Officer and a
Director
Martin Kane, 1997 $250,000 - $11,175
President, 1996 $183,121 100,000 (2) $10,168
Co-Chief 1995 $158,185 65,000 (3) $10,546
Executive
Officer
and a
Director
Bruce H. Safran, 1997 $200,000 - $ 9,677
Vice President, 1996 $150,207 100,000 (2) $ 8,589
Secretary and 1995 $136,597 50,000 (3) $ 7,402
a Director
John A. Forte, 1997 $130,000 - $ 7,463
Vice President 1996 $128,640 150,000 (2) $ 6,316
and Chief 1995 $103,290 25,000 (3) $ 6,468
Financial
Officer
Philip J. Rizutto, 1997 $112,000 - $ 5,132
Vice President 1996 $106,014 25,000 (2) $ 4,802
and Director 1995 $ 99,999 25,000 (3) $ 5,244
--------------------
(1) Consists of (i) matching contributions to the Retirement
Savings Plan of the Company for the years 1997, 1996 and
1995 for each of Drs. Cuchel ($2,275, $1,171 and $1,627),
Martin Kane ($2,275, $1,268 and $1,646), Safran ($2,275,
$1,187 and $1,323) and Philip J. Rizutto ($1,138, $808 and
$1,250), and (ii) insurance premiums paid by the Company for
the years 1997, 1996 and 1995 for each of Drs. Cuchel
($12,000, $12,000 and $12,000), Martin Kane ($8,900, $8,900
and $8,900), Safran ($7,402, $7,402 and $7,402), John Forte
($7,463, $6,316 and $6,468) and Philip J. Rizutto ($3,994,
$3,994 and $3,994) on life insurance policies payable to
beneficiaries respectively designated by each insured.
(2) These options were granted to the named executive in 1996.
(3) These options were issued in 1995 in replacement of a like
number of options granted to the named executive in 1994.
During 1997, the Company paid a director's fee of $12,000 to
Mr. Douglas King and $25,000 to Dr. George Kane for services as a
director and officer of the Company.
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<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR/ OPTION VALUES AT
FISCAL YEAR END
During 1997, 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.
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
11, 1998:
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
Stephen J. Cuchel (1) 520,418 14.24%
60 Charles Lindbergh Blvd.
Uniondale, NY 11553
Martin Kane (2) 499,400 13.66%
60 Charles Lindbergh Blvd.
Uniondale, NY 11553
Bruce H. Safran (3) 342,200 9.40%
60 Charles Lindbergh Blvd.
Uniondale, NY 11553
George Kane (4) 525,000 14.44%
73 Gin Lane
Southampton, NY 11968
Douglas L. King (5) 18,000 0.50%
535 Center Island Road
Oyster Bay, NY 11771
Philip J. Rizzuto (6) 132,818 3.64%
60 Charles Lindbergh Blvd.
Uniondale, NY 11553
All Directors and 2,062,836 52.79%
Officers as a group
(seven persons)(7)
----------------------
(1) Includes 10,280 shares held in custody for certain members
of Dr. Cuchel's family and 65,000 shares which Dr. Cuchel
may acquire upon exercise of an Incentive Stock Option which
is exercisable at a price of $1.1979 per share. Does not
include a conditional option, exercisable at a price of
$1.7821 per share, to acquire 100,000 shares of common stock
which was granted to Dr. Cuchel on June 11, 1996. See Note 8.
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<PAGE>
(2) Includes 65,000 shares which Dr. Martin Kane may acquire
upon exercise of an Incentive Stock Option which is
exercisable at a price of $1.1979 per share. Does not
include a conditional option, which is exercisable at a
price of $1.7821 per share, to acquire 100,000 shares of
Common Stock which was granted to Dr. Martin Kane on
June 11, 1996. See Note 8. 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 Dr. Safran may acquire upon
exercise of an Incentive Stock Option which is exercisable
at a price of $1.089 per share. Does not include a
conditional option, exercisable at a price of $1.6201 per
share, to acquire 100,000 shares of Common Stock which was
granted to Dr. Safran on June 11, 1996. See Note 8.
(4) Includes 45,000 shares which Dr. George Kane may acquire
upon exercise of a Non-Qualified 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; and 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.
(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 Mr. Forte upon
exercise of an Incentive Stock Option which is exercisable
at a price of $1.089 per share. Does not include
conditional options to acquire 300,000 shares of Common
Stock referred to in Footnotes (1), (2) and (3) above or a
conditional option, exercisable at a price of $1.6201 per
share, to acquire 150,000 shares of Common Stock which was
granted to an officer (Mr. Forte) on June 11, 1996. See
Note 8.
(8) Consists of Incentive Stock Options which were granted to
the named executive officers on June 11, 1996. The options
may only be exercised upon (i) a Change of Control of the
Company, (ii) the sale of all or substantially all of the
assets of the Company to an entity which is not an Affiliate
(as defined under Rule 12b-2 of the General Rules and
Regulations promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of the Company, or
(iii) the merger or consolidation of the Company with or
into an entity which is not an Affiliate of the Company
whereupon the Company is not the surviving entity. A
"Change of Control of the Company" shall be deemed to have
occurred if any person (including any individual, firm,
partnership or other entity) together with all Affiliates
and Associates (as defined in Rule 12b-2 promulgated under
the Exchange Act) of such person, but excluding (i) a
trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of
the Company, (ii) an entity owned, directly or indirectly,
by the stockholders of the Company in substantially the same
proportions as their ownership of the Company, (iii) the
Company or any subsidiary of the Company, or (iv) a person
who, as of the date hereof, is a 10% Owner of the Company
(as defined above), is or becomes the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the
Company's then outstanding common stock. In the case of
Drs. 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 Dr.
Safran and Mr. 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 of the closing
bid and asked 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 1996, the Company derived
revenues from Dentcare Delivery Systems, Inc. ("Dentcare") of
$2,453,764.
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<PAGE>
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.
In July 1996, each of Drs. Stephen J. Cuchel and Martin Kane
borrowed the amount of $50,000 from the Company. Each loan is
evidenced by a promissory note payable by the borrower to the
Company in 35 equal, consecutive, monthly installments commencing
in August 1996, with a final payment due in July 1999, and bears
interest at a rate per annum equal to the current prime rate of
interest plus two percent.
During the years 1990 through 1992, the Company loaned to
Dentcare a total of $673,138 repayable with interest at 10% per
year. In February 1994, in connection with a regular periodic
audit of Dentcare by the New York State Insurance Department,
Dentcare was required to seek reimbursement of certain expenses
paid by Dentcare to the Company during 1985 and 1986, and which
had subsequently been incorporated as part of the loan between
the Company and Dentcare. The Insurance Department agreed that
this reimbursement would be met by a reduction of the loan. On
February 23, 1994, the Company and Dentcare agreed to this
reimbursement. As a result of such reimbursement, totaling
$157,318, the loan was adjusted to $515,820. Subsequent audits
for the years 1987 through 1992 were completed with no
reimbursements requested. An audit for the years 1993 through
1996 was completed; however, the Company has not yet been advised
of any audit findings.
Payment of principal and/or interest on the loan is subject
to the approval of the Superintendent of Insurance of the State
of New York and the availability of excess funds. Due to the
uncertainty as to Insurance Department approval of payment of the
interest, the Company has elected to defer the recognition of all
interest income on the loan since inception. The amount of
interest not recognized was $51,582 for each of 1997 and 1996 and
the cumulative balance thereof at December 31, 1997 is $366,453.
The Company will account for any interest payments as interest
income when designated interest payments are received from
Dentcare. Notwithstanding the uncertainty of future interest
payments subject to regulatory approval, the Company, based on
its assessment of Dentcare's financial condition, believes that
the principal balance of the loan will ultimately be repaid;
accordingly no provision for impairment thereon has been made.
When prepayments designated as principal are received, they will
be so recorded.
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, 1998. Libero
& Kappel has served as the Company's independent auditors for the
fiscal year ended December 31, 1997.
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.
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<PAGE>
INCLUSION OF STOCKHOLDERS' PROPOSALS IN THE COMPANY'S
1999 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 February 15, 1999 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 for the fiscal year
ended December 31, 1997, is being mailed to Stockholders together
with this Proxy Statement.
By Order of the Board of Directors,
Bruce H. Safran,
Secretary
June 15, 1998
-9-
<PAGE>
HEALTHPLEX, INC.
PROXY-ANNUAL MEETING OF STOCKHOLDERS-JULY 28, 1998
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 Brandywine
Suites Hotel, 707 N. King Street, Wilmington, Delaware
on July 28, 1998, at 12:45 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.
(Continued on reverse side)
<PAGE>
[X] Please mark
your votes as
in this example
using dark ink
only.
FOR ALL WITHHOLD
NOMINEES AUTHORITY
listed to vote
below for all
(except the
as nominees
marked listed
to the below
contrary
below)
NO. 1. ELECTION
OF DIRECTORS. [ ] [ ]
(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
FOR AGAINST ABSTAIN
NO. 2 RATIFICATION OF LIBERO &
KAPPEL AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR [ ] [ ] [ ]
ENDING DECEMBER 31, 1998.
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: , 1998
----------------- --------------------------- -------
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.
