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))
___ Definitive Proxy Statement
_X_ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
e-MedSoft.com
(Name of Registrant as Specified in Its Charter)
e-MedSoft.com
(Name of Person(s) Filing Proxy Statement)
E-MEDSOFT.COM
20750 Ventura Boulevard, Suite 320
Woodland Hills, California 91364
(818) 226-9870
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2000
TO THE SHAREHOLDERS OF E-MEDSOFT.COM:
NOTICE HEREBY IS GIVEN that the Special Meeting of Shareholders of
e-MedSoft.com, a Nevada corporation (the "Company"), will be held on Monday,
February 21, 2000, at the offices of the Company at 20750 Ventura Boulevard,
Suite 320, Woodland Hills, California 91364, at 2:00 p.m., Pacific Time, and
at any and all adjournments thereof, for the purpose of considering and acting
upon the following matters:
1. The approval of the Company's 1999 Stock Compensation Plan.
2. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of the $.001 par value common stock of the Company of record
at the close of business on January 24, 2000, will be entitled to notice of
and to vote at the Meeting or at any adjournment or adjournments thereof. The
proxies are being solicited by the Board of Directors of the Company.
All shareholders, whether or not they expect to attend the Special Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly in the enclosed postage-paid envelope which requires no
additional postage if mailed in the United States. The giving of a proxy will
not affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN F. ANDREWS, PRESIDENT
Woodland Hills, California
January 24, 2000
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E-MEDSOFT.COM
20750 Ventura Boulevard, Suite 320
Woodland Hills, California 91364
(818) 226-9870
------------------------------
PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2000
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of e-MedSoft.com, a Nevada corporation (the "Company"), for use at
the Company's Special Meeting of Shareholders to be held on Monday, February
21, 2000, at the offices of the Company at 20750 Ventura Boulevard, Suite 320,
Woodland Hills, California 91364, at 2:00 p.m., Pacific Time, and at any
adjournment thereof. It is anticipated that this Proxy Statement and the
accompanying Proxy will be mailed to the Company's shareholders on or about
January 27, 2000.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
$.001 par value common stock, with each share entitled to one vote. Only
shareholders of record at the close of business on January 24, 2000, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
On January 24, 2000, the Company had 57,413,464 shares of its $.001 par value
common stock outstanding, each share of which is entitled to one vote on all
matters to be voted upon at the Meeting.
A majority of the Company's outstanding common stock represented in
person or by proxy shall constitute a quorum at the Meeting.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of the
Company's $.001 par value common stock owned beneficially, as of January 24,
2000, by any person, who is known to the Company to be the beneficial owner of
5% or more of such common stock, and, in addition, by each Director and
Officer of the Company, and by all Directors and Officers of the Company as a
group. Information as to beneficial ownership is based upon statements
furnished to the Company by such persons.
Name and Address Amount and Nature of Percent
of Beneficial Owners Beneficial Ownership of Class
-------------------- -------------------- --------
TSI Technologies and Holdings, 26,581,460 (1) 46.3%
LLC
Suite 320
20750 Ventura Boulevard
Woodland Hills, CA 91364
Mitchell J. Stein 26,581,460 (2) 46.3%
4332 St. Clair Avenue
Studio City, CA 91604
John F. Andrews 26,746,460 (3) 46.5%
197 Admirals Way South
Ponte Vedra Beach, FL 32082
HealthMed Inc. 26,581,460 (2) 46.3%
Suite 320
20750 Ventura Boulevard
Woodland Hills, CA 91364
Trayton Securities LLC 3,506,700 6.1%
Suite 7056
8306 Wilshire Boulevard
Beverly Hills, CA 90211
Sanga International 9,000,000 15.7%
John McLennan
c/o Watson C. Gale
GOWLING, STRATHY & HENDERSON
Barristers & Solicitors
Patent & Trade Mark Agents
Suite 2600
160 Elgin Street
Ottawa, ON K1P 1C3
Sam J. W. Romeo 0
1000 S. Fremont Avenue, A-11
Allambra, CA 91807
Masood Jabbar 500,000 0.9%
901 San Antonio Street
Palo Alto, CA 94303
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Margaret A. Harris 60,000 (4) 0.1%
Suite 320
20750 Ventura Boulevard
Woodland Hills, CA 91364
Marshall Gibbs 90,000 (5) 0.2%
Suite 106
1300 Marsh Landing Parkway
Jacksonville, FL 32250
All Directors and Officers 27,396,460 47.5%
as a Group (6 persons)
__________________
(1) These shares are deemed to be beneficially owned by Mitchell J. Stein and
John F. Andrews by virtue of their positions as Managers of TSI Technologies
and Holdings LLC. HealthMed Inc. holds the controlling interest in the shares
held by TSI Technologies and Holdings LLC.
(2) Represents shares held of record by TSI Technologies and Holdings LLC.
(3) Includes 26,581,460 shares held of record by TSI Technologies and
Holdings LLC and 165,000 shares which Mr. Andrews has the right to have issued
to him pursuant to the terms of his employment agreement within 60 days.
(4) Represents shares underlying stock options held by Ms. Harris exercisable
within 60 days.
(5) Includes 40,000 shares underlying stock options held by Mr. Gibbs
exercisable within 60 days and 50,000 shares issuable to Mr. Gibbs issuable to
him pursuant to the terms of his employment agreement within 60 days.
The Company knows of no arrangement or understanding, the operation of
which may at a subsequent date result in a change of control of the Company.
APPROVAL OF 1999 STOCK COMPENSATION PLAN
DESCRIPTION OF THE PLAN
In February 1999, the Company's Board of Directors approved the
establishment of the 1999 Stock Compensation Plan (the "1999 Plan"). The
Board of Directors believes that the 1999 Plan advances the interests of the
Company by encouraging and providing for the acquisition of an equity interest
in the Company by employees, officers, directors and consultants, and by
providing additional incentives and motivation toward superior Company
performance. The Board believes it will also enable the Company to attract
and retain the services of key employees, officers, directors and consultants
upon whose judgment, interest and special effort the successful conduct of its
operations is largely dependent.
The 1999 Plan allows the Board, or a committee established by the Board,
to award restricted stock and stock options from time to time to employees,
officers and directors of the Company and consultants to the Company. The
Board has the power to determine at the time an option is granted whether the
option will be an Incentive Stock Option (an option which qualifies under
Section 422 of the Internal Revenue Code of 1986) or an option which is not an
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Incentive Stock Option. However, Incentive Stock Options may only be granted
to persons who are employees of the Company. Vesting provisions are
determined by the Board at the time options are granted.
The 1999 Plan also provides that the Board, or a committee, may issue
restricted stock pursuant to restricted stock right agreements which will
contain such terms and conditions as the Board or committee determines.
The total number of shares of Common Stock available for grant and
issuance under the 1999 Plan may not exceed 5,000,000, subject to adjustment
in the event of certain recapitalizations, reorganizations and similar
transactions. Options may be exercisable by the payment of cash or by other
means as authorized by the committee or the Board of Directors.
As of January 24, 2000, there were options to purchase an aggregate of
401,000 shares of Common Stock at exercise prices ranging from $2.0625 to
$8.0625 per share outstanding under the 1999 Plan. No restricted stock has
been awarded under the 1999 Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain of the federal income tax
consequences of certain transactions under the 1999 Plan based on federal
income tax laws. This summary is not intended to be exhaustive and does not
describe state or local tax consequences.
NON-QUALIFIED OPTIONS. In general (i) no income will be recognized by an
optionee at the time a non-qualified option is granted; (ii) at the time of
exercise of a non-qualified option, ordinary income will be recognized by the
optionee in an amount equal to the difference between the option price paid
for the shares and the fair market value of the shares if they are
nonrestricted on the date of exercise; and (iii) at the time of sale of shares
acquired pursuant to the exercise of a non-qualified option, and appreciation
(or depreciation) in the value of the shares after the date of exercise will
be treated as either short-term or long-term capital gain (or loss) depending
on how long the shares have been held.
INCENTIVE STOCK OPTIONS. No income generally will be recognized by an
optionee upon the grant or exercise of an incentive stock option. If shares
of Common Stock are issued to an optionee pursuant to the exercise of an
incentive stock option and no disqualifying disposition of the shares is made
by the optionee within two years after the date of grant or within one year
after the transfer of the shares to the optionee, then upon the sale of the
shares any amount realized in excess of the option price will be taxed to the
optionee as long-term capital gain and any loss sustained will be a long-term
capital loss.
If shares of Common Stock acquired upon the exercise of an incentive
stock option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the
year of disposition in an amount equal to any excess of the fair market value
of the shares at the time of exercise (or, if less, the amount realized on the
disposition of the shares in a sale or exchange) over the option price paid
for the shares. Any further gain (or loss) realized by the optionee generally
will be taxed as short-term or long-term capital gain (or loss) depending on
the holding period.
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RESTRICTED STOCK. A recipient of restricted stock generally will be
subject to tax at ordinary income rates on the fair market value of the
restricted stock reduced by any amount paid by the recipient at such time as
the shares are no longer subject to a risk of forfeiture or restrictions on
transfer for purposes of Section 83 of the Code. However, a recipient who so
elects under Section 83(b) of the Code within 30 days of the date of transfer
of the shares will have taxable ordinary income on the date of transfer of the
shares equal to the excess of the fair market value of the share (determined
without regard to the risk of forfeiture or restrictions on transfer) over any
purchase price paid for the shares. If a Section 83(b) election has not been
made, any non-restricted dividends received with respect to restricted stock
that are subject at that time to a risk of forfeiture or restrictions on
transfer generally will be treated as compensation that is taxable as ordinary
income to the recipient.
TAX CONSEQUENCES TO THE COMPANY. To the extent that a participant
recognizes ordinary income in the circumstances described above, the Company
will be entitled to a corresponding deduction provided that, among other
things, (i) the income meets the test of reasonableness, is an ordinary and
necessary business expense, is not subject to the annual compensation
limitation set forth in Section 162(m) of the Code and is not an "excess
parachute payment" within the meaning of Section 280G of the Code, and (ii)
any applicable withholding obligations are satisfied.
NEW PLAN BENEFITS
The following table sets forth information as to the benefits or amounts
that will be received by each of the following persons or groups with respect
to options which have been granted under the 1999 Plan:
1999 STOCK COMPENSATION PLAN
Number of Shares
Underlying
Name and Position Dollar Value ($)(1) Options Granted
- ----------------- ------------------- -----------------
John F. Andrews, -0- -0-
Chairman, President
and CEO
All current Executive $1,510,000 220,000
Officers as a Group
(3 persons)
All non-Executive
Officer Directors
as a Group (3 -0- -0-
persons)
All Non-Executive $ 780,312 154,000
Officer Employees
as a Group (11
persons hold options
in this group)
________________
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(1) The dollar value of the options granted was calculated by multiplying the
number of options by the difference in the fair market value of the Company's
Common Stock on January 21, 2000 ($9.375) less the exercise price.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set
forth herein. However, if any other matters are properly brought before the
Meeting, the shares represented by valid proxies will be voted with respect to
such matters in accordance with the judgment of the persons voting them. A
majority vote of the shares represented at the meeting is necessary to approve
any such matters.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN AUGUST 2000
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders to be held in August 2000 must be received at
the offices of the Company, 20750 Ventura Boulevard, Suite 320, Woodland
Hills, California 91364, a reasonable amount of time prior to the printing and
mailing of the proxy statement and proxy, in order to be included in the
Company's proxy statement and proxy relating to that meeting.
JOHN F. ANDREWS, PRESIDENT
Woodland Hills, California
January 24, 2000
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P R O X Y
E-MEDSOFT.COM
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John F. Andrews and Margaret A. Harris,
each with the power to appoint a substitute, and hereby authorizes them to
represent and to vote as designated below, all the shares of common stock of
e-MedSoft.com held of record by the undersigned on January 24, 2000, at the
Special Meeting of Shareholders to be held on February 21, 2000, or any
adjournment thereof.
1. The approval of the Company's 1999 Stock Compensation Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL NO. 1.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO
THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement.
Dated: _____________, 2000.
_____________________________________
_____________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when sign
ing. Attorneys should submit powers of attorney.
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF E-MEDSOFT.COM
PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. THE
GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
