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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 Rule 14a-11(c) or Rule 14a-12
DRCA MEDICAL CORPORATION
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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)(1) 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 ActRule 0-11:/1/
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] 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:
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DRCA MEDICAL CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 12, 1997
To the Stockholders of DRCA Medical Corporation:
A Special Meeting of Stockholders (the "Special Meeting") of DRCA Medical
Corporation (the "Company") will be held at the Company's corporate offices at
3 Riverway, Suite 1430, Houston, Texas 77056, at 11:00 a.m., local time, March
12, 1997 for the following purposes:
1. To approve an amendment to the Company's Articles of Incorporation to
authorize a change in the Company's name to Integrated Orthopaedics, Inc.;
and
2. To transact such other business as may properly come before the
meeting.
Holders of record of the Company's Common Stock and Series A Preferred Stock
at the close of business on February 12, 1997 will be entitled to notice of and
vote at the meeting.
By order of the Board of Directors
JEFFERSON R. CASEY, Secretary
Houston, Texas
Dated: February 12, 1997
Please mark, date and sign the enclosed proxy card and return it in the
enclosed addressed envelope at your earliest convenience, thereby saving the
Company the expense of further solicitation of proxies. Stockholders planning
to attend the Special Meeting in person are requested to mark the appropriate
box on the enclosed Proxy.
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DRCA MEDICAL CORPORATION
3 RIVERWAY, SUITE 1430
HOUSTON, TEXAS 77056
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of DRCA Medical Corporation (the "Company")
of the enclosed proxy (the "Proxy") to be used at a Special Meeting of
Stockholders (the "Special Meeting") and at any adjournments thereof for the
purposes of considering and voting upon the matters set forth in the
accompanying Notice of Special Meeting of Stockholders. The Special Meeting is
to be held at the Company's corporate offices at 3 Riverway, Suite 1430,
Houston, Texas 77056, at 11:00 a.m., local time, on Wednesday, March 12, 1997.
This Proxy Statement and the Proxy were first sent or given to the Company's
stockholders on or about February 17, 1997.
Only stockholders of record on February 12, 1997 (the "record date") are
entitled to notice of and to vote at the Special Meeting and any adjournment
thereof.
The Proxy, if properly executed and returned, will be voted (or withheld or
abstained from voting) according to the choices specified therein. The Proxy
will be voted in favor of each proposal described therein unless a choice is
indicated to vote against or to abstain from voting on any specific proposal.
The Proxy may be revoked (i) by providing written notice of such revocation
to Continental Stock Transfer & Trust Company, 2 Broadway, 19th Floor, New
York, NY 10004, if such notice is received prior to 5:00 P.M., New York City
time on Thursday, March 6, 1997, or (ii) by attendance at the meeting and
voting in person.
Stockholders planning to attend the Special Meeting in person are requested
to mark the appropriate box on the enclosed Proxy.
VOTE REQUIRED
The Common Stock and the Series A Cumulative Convertible Preferred Stock
("Series A Preferred Stock") are the only voting securities of the Company. As
of the record date, there were (i) 5,302,474 shares of Common Stock issued and
5,286,032 shares outstanding, and (ii) 25,226 shares of the Series A Preferred
Stock issued and outstanding. The presence, in person or by proxy, of a
majority of the votes represented by the aggregate of the outstanding shares
of Common Stock and Series A Preferred Stock on the record date is necessary
to constitute a quorum at the meeting. Each holder of Common Stock is entitled
to one vote for each share of Common Stock owned on the record date. Each
holder of Series A Preferred Stock is entitled to approximately 30.31 votes
for each share of Series A Preferred Stock owned on the record date. Assuming
the presence of a quorum, the affirmative vote of the holders of at least two-
thirds (2/3) of the votes represented by the aggregate of the issued and
outstanding shares of Common Stock and Series A Preferred Stock entitled to
vote at the Special Meeting is required for the approval of Item 1 set forth
in the accompanying Notice. Proxies are being tallied by Continental Stock
Transfer & Trust Company for stockholders who are not present at the Special
Meeting. A panel of three Judges appointed by the Company will tabulate the
shares which are voted by Proxy and in person at the Special Meeting.
Abstentions and broker non-votes are counted for the purposes of determining
the presence or absence of a quorum for the transaction of business.
Abstentions are counted in tabulations of the votes cast or proposals
presented to stockholders, whereas broker non-votes are not counted for the
purposes of determining whether a proposal has been approved.
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ITEM 1
PROPOSED AMENDMENT TO
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has approved, and recommends to the shareholders, the
adoption of an amendment to the Company's Articles of Incorporation pursuant
to which the name of the Company would be changed from "DRCA Medical
Corporation" to "Integrated Orthopaedics, Inc." As a result of the Company's
sale of its occupational medicine and mobile health testing businesses at the
end of 1996, and the Company's plan to focus its physician practice management
operations in the area of orthopaedic medicine, the Board of Directors deems
the proposed change of the name of the Company to Integrated Orthopaedics,
Inc. to be advisable and in the best interests of the Company. Accordingly,
the Board of Directors proposes that Article I of the Company's Articles of
Incorporation be amended in its entirety to read as follows:
ARTICLE I
The name of the Corporation is INTEGRATED ORTHOPAEDICS, INC.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
CHANGE THE NAME OF THE COMPANY.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
On February 12, 1997, there was no person who owned of record, and none were
known to the Company to own beneficially, more than 5% of the Common Stock,
except as set forth below.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER OF CLASS
------------------- ------------------- --------
<S> <C> <C>
Sharon Ann Donovan................................ 1,101,500 shares (a) 20.8%
3 Riverway, Suite 1430
Houston, Texas 77056
Jose E. Kauachi................................... 1,371,135 shares (b) 25.2%
3 Riverway, Suite 1430
Houston, Texas 77056
William F. Donovan, M.D........................... 284,750 shares (c) 5.2%
3 Riverway, Suite 1430
Houston, Texas 77056
Chartwell Capital Investors, L.P.................. 763,869 shares (d) 12.6%
1610 Independent Square
Jacksonville, Florida 32202
</TABLE>
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(a) Sharon Ann Donovan, the spouse of William F. Donovan, M.D. (a director of
the Company), disclaims any beneficial ownership with respect to
securities owned by Dr. Donovan.
(b) Represents 1,196,781 shares of Common Stock presently owned, 750 shares of
common stock owned by Mr. Kauachi's wife, and 23,604 shares of common
stock owned by Mr. Kauachi's daughter, 100,000 shares of Common Stock
which could be acquired upon exercise of Warrants by Mr. Kauachi (which
warrants are currently exercisable) and options to purchase 50,000 shares
(which options are currently exercisable). Mr. Kauachi disclaims any
beneficial ownership with respect to securities owned by his wife and
daughter.
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(c) Represents 134,750 shares of Common Stock presently owned and 100,000
shares of Common Stock which could be acquired upon exercise of a warrant
by Dr. Donovan, (which warrant is currently exercisable) and options to
purchase 50,000 shares (which options are currently exercisable). Dr.
Donovan disclaims any beneficial ownership with respect to shares of
Common Stock owned by Sharon Ann Donovan, his spouse, who has sole voting
and investment power as to such shares.
(d) Represents the shares obtainable upon the conversion of 25,226 shares of
the Series A Preferred Stock owned by Chartwell Capital Investors, L.P.
MANAGEMENT EQUITY OWNERSHIP
Listed in the table below are the equity securities beneficially owned as of
February 12, 1997, by directors, certain executive officers and directors and
executive officers as a group and the percent of class represented by the
equity securities owned by each person or group.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER(a) OF CLASS
------------------- ------------------ --------
<S> <C> <C>
William F. Donovan, M.D........................... 1,386,250(b) 25.5%
3 Riverway, Suite 1430
Houston, Texas 77056
Jose E. Kauachi................................... 1,371,135(c) 25.2%
3 Riverway, Suite 1430
Houston, Texas 77056
Victor M. Rivera, M.D............................. 3,998.52(d) *
3 Riverway, Suite 1430
Houston, Texas 77056
Thomas M. Conner.................................. 1,837(e) *
2509 Duarte Way
Laguna Beach, California 92651
Ronald E. Pierce.................................. 98,600 1.9%
3 Riverway, Suite 1430
Houston, Texas 77056
Clifford R. Hinkle................................ 15,835(f) *
P. O. Box 351
Tallahassee, Florida 32302
Jefferson R. Casey................................ 98,550(g) 1.8%
3 Riverway, Suite 1430
Houston, Texas 77056
Directors and Executive Officers as a group (7 2,976,205(h) 52.4%
persons).........................................
</TABLE>
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* Less than one percent
(a) The information as to beneficial ownership has been furnished by the
respective directors and officers. Each person or group has sole voting
and investment power unless otherwise indicated.
(b) Represents 134,750 shares of Common Stock presently owned, 1,101,500
shares of Common Stock owned by Dr. Donovan's wife, and 100,000 shares of
Common Stock which could be acquired upon exercise of a warrant by Dr.
Donovan, (which warrant is currently exercisable) and options to purchase
50,000 shares (which options are currently exercisable). Dr. Donovan
disclaims any beneficial ownership with respect to shares of Common Stock
owned by Sharon Ann Donovan, his spouse, who has sole voting and
investment power as to such shares.
(c) Represents 1,196,781 shares of Common Stock presently owned, 750 shares of
common stock owned by Mr. Kauachi's wife, and 23,604 shares of common
stock owned by Mr. Kauachi's daughter, 100,000 shares
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of Common Stock which could be acquired upon exercise of Warrants by Mr.
Kauachi (which warrants are currently exercisable) and options to purchase
50,000 shares (which options are currently exercisable). Mr. Kauachi
disclaims any beneficial ownership with respect to securities owned by his
wife and daughter.
(d) Includes (a) 1,661.52 shares of Common Stock (after dilution) which could
be acquired upon exercise of warrants and (b) 1,837 shares obtainable upon
the exercise of options which are exercisable within 60 days after the
record date.
(e) Represents options to purchase 1,837 shares of Common Stock which are
exercisable within 60 days after the record date.
(f) Includes (a) 15,000 shares of Common Stock held by Flagler Holdings, Inc.
of which Mr. Hinkle exercises sole voting and dispositive powers and (b)
835 shares of Common Stock obtainable upon the exercise of options which
are exercisable within 60 days after the record date.
(g) Includes 86,250 shares obtainable upon the exercise of options which are
exercisable within 60 days after the record date.
(h) Represents 2,583,785 shares of Common Stock, options to purchase 230,759
shares of Common Stock, and warrants to purchase 201,661.52 shares of
Common Stock (which options and warrants are exercisable within 60 days).
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the meeting. However, if any other matter is properly presented, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
The Company will bear the costs of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and
employees of the Company will not be compensated additionally for the
solicitation but may be reimbursed for out-of-pocket expenses in connection
with the solicitation. Arrangements are also being made with brokerage houses
and also any other nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of the Company, and the Company will
reimburse the brokers, custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses.
BY ORDER OF THE BOARD OF DIRECTORS
JEFFERSON R. CASEY, Secretary
Houston, Texas
February 12, 1997
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DRCA MEDICAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ronald E. Pierce and Jeff R. Casey, each with
full power of substitution, as proxies and authorizes them to vote as
designated below, all shares of Common Stock and Series A Cumulative
Convertible Preferred Stock of DRCA Medical Corporation (the "Company") owned
by the undersigned at the Special Meeting of Stockholders of the Company to be
held at the Company's corporate offices at 3 Riverway, Suite 1430, Wednesday,
March 12, 1997, at 11:00 a.m. (local time) in Houston, Texas, or any
adjournment thereof.
The undersigned hereby revokes any proxies heretofore given to vote upon or
act with respect to such shares and hereby ratifies and confirms all that said
attorneys, agents, proxies, the substitutes or any of them may lawfully do by
virtue hereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1.
1. Amendment of Articles of Incorporation to change the Company's name.
[_] FOR [_] AGAINST [_] ABSTAIN
2. In their discretion, the proxies are authorized to vote as they deem
appropriate upon any other matter that properly may come before the meeting
or any adjournment thereof.
(Please sign on reverse side)
This Proxy, when properly executed, will be voted in the manner directed
herein by the Stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1. If more than one of the proxies designated hereby shall be
present in person or by substitution at the Special Meeting, or at any
adjournment thereof, the majority of said proxies present and voting, either in
person or by substitution, shall exercise all the powers herein given.
DATED: _____________________, 1997
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(Signature)
----------------------------------
(Signature)
Please date, sign exactly as your
name appears hereon and mail this
proxy card in the enclosed
envelope. No postage is required.
Where there is more than one
owner, each should sign. When
signing as an attorney,
administrator, executor, guardian
or trustee, please add your title
as such. If executed by a
partnership, this proxy should be
signed in the partnership name by
an authorized person. If executed
by a corporation, this proxy
should be signed by a duly
authorized officer.
[_] Please check this box if you
plan on attending the Special
Meeting.
IMPORTANT: COMPLETE APPROPRIATE FORM ON REVERSE
