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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 Party other than the Registrant [ ]
[ x ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as
permitted by Rule 14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MEDICAL MANAGEMENT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter.)
Commission File number 0-29462
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 0-1:
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 O-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-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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December __, 1998
Dear Shareholders:
On behalf of the Board of Directors, you are cordially invited
to attend a Special Meeting of Shareholders of MEDICAL MANAGEMENT
SYSTEMS, INC. to be held at 7215 Lowell Boulevard, Westminster,
Colorado 80235, Tuesday, January 19, 1999 commencing at 10:30 a.m.,
M.D.T. We look forward to the opportunity of personally greeting
those of you who are able to attend.
At the meeting you are being asked to consider reverse
splitting the Company's outstanding shares of Common Stock on a
one-for-one hundred basis.
The complete text of this proposal and the reasons the
directors have proposed its adoption is contained in this proxy
statement. I urge you to carefully study it.
FOR THE REASONS STATED THEREIN, YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
During the course of the meeting, management will report on
the current activities of MEDICAL MANAGEMENT SYSTEMS, INC. and
comment on its future plans. A discussion period is also planned
so that Shareholders will have an opportunity to ask questions and
present their comments.
Under the provisions of the Bylaws, the Board of Directors has
fixed the close of business on December 2, 1998 as the record date
for the determination of Shareholders entitled to notice of and to
vote at the meeting.
Please take a moment to sign, date and mail your proxy in the
enclosed envelope. Should you later decide to join us at the
meeting, you may withdraw your proxy at that time and vote in
person.
Thank you for your interest and consideration.
Very truly yours,
Philip J. Davis
Chairman of the Board
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MEDICAL MANAGEMENT SYSTEMS, INC.
Notice of Special Meeting of Shareholders
To Shareholders:
A Special Meeting of Shareholders of MEDICAL MANAGEMENT
SYSTEMS, INC. (the "Company") will be held at 7215 Lowell
Boulevard, Westminster, Colorado 80235, on Tuesday, January 19,
1999, commencing at 10:30 a.m., M.D.T., for the following purposes:
1. To reverse split the Company's outstanding shares of
common stock on a one-for-one hundred basis.
2. To act upon such other matters as may properly come
before the meeting and any adjournment thereof.
Only Shareholders of record at the close of business on
December 2, 1998, will be entitled to notice of and to vote at a
Special Meeting.
By Order of the Board of Directors
Philip J. Davis
President
Littleton, Colorado
December __, 1998
YOUR VOTE IS IMPORTANT
Please complete, date, sign and return
the enclosed proxy immediately.
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MEDICAL MANAGEMENT SYSTEMS, INC.
5459 South Iris Street
Littleton, Colorado 80123
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 19, 1999
AT 10:30 a.m. M.D.T.
INTRODUCTION
These Proxy materials are furnished in connection with the
solicitation by the Board of Directors of MEDICAL MANAGEMENT
SYSTEMS, INC., a Colorado corporation (the "Company"), for use at a
Special Meeting of Shareholders to be held on January 19, 1999, at
10:30 a.m., M.D.T., at 7215 Lowell Boulevard, Westminster, Colorado
80235 (the "Special Meeting"), and any adjournment thereof. Only
Shareholders of record, as of the close of business on December 2,
1998 will be entitled to vote at the meeting or any adjournment
thereof. This Proxy Statement and form of Proxy are being sent to
Shareholders on or about December __, 1998.
PURPOSES OF SPECIAL MEETING
At a Special Meeting, Shareholders entitled to vote will be
asked to consider and take action to reverse split the Company's
outstanding shares of common stock on a one-for one hundred basis
and such other business as may come before the meeting. See
"Voting at a Special Meeting of Shareholders."
SOLICITATION OF PROXIES
These proxy materials are furnished in connection with the
solicitation of proxies by the Board of Directors and management of
the Company to be used at a Special Meeting of Shareholders and at
any adjournment or adjournments thereof. Properly executed proxies
received prior to the meeting will be voted at the meeting. If a
Shareholder specifies how the proxy is to be voted on any business
to come before the meeting, it will be voted in accordance with
such specifications. If no specification is made, it will be voted
in accordance with the recommendations of the Board of Directors
and management which are FOR the reverse split of the Company's
outstanding shares of common stock on a one-for-one hundred basis.
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The proxy may be revoked by you at any time before it is voted at
the meeting.
This Proxy Statement and accompanying form of proxy are first
being sent or given to Shareholders on or about December __, 1998.
Shareholders of record at the close of business on December 2,
1998 are entitled to notice of and to vote at the meeting. On
December 2, 1998, there were outstanding and entitled to vote
25,000,198 shares of Common Stock (each of which is entitled to one
vote). A majority of the outstanding shares of Common Stock is
required to reverse split the Company's outstanding shares of
common stock on a one-for-one hundred basis.
REVOCATION OF PROXIES
Any Shareholder has the power to revoke his or her proxy at
any time, insofar as it has not been exercised, by the written
notice of a subsequently dated proxy, received by the Company prior
to or at a Special Meeting or by oral revocation given by the
Shareholder in person at a Special Meeting or any adjournment
thereof.
PROXY COMMITTEE
Management of the Company has appointed a Proxy Committee
consisting of Philip J. Davis and John C. Lee in whose names the
proxies are solicited on behalf of the Company.
VOTING AT THE SPECIAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company has fixed the close of
business on the 2nd day of December, 1998, as the record date for
determination of the Shareholders entitled to notice of, and to
vote at, the Special Meeting (the "Record Date"). As of the Record
Date, there were issued and outstanding, Twenty-five Million, One
Hundred Ninety-eight (25,000,198) shares of Common Stock entitled
to vote. A majority of such shares will constitute a quorum for
the transactions of business at the Special Meeting. The holders
of record on the Record Date of the shares entitled to be voted at
the Special Meeting are entitled to cast one vote per share on each
matter submitted to vote at the Special Meeting.
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IMPORTANT
Whether or not you plan to attend the Special Meeting of
Shareholders, please complete, sign and date the accompanying proxy
and mail it at once in the enclosed envelope, which requires no
additional postage if mailed in the United States. Your proxy will
be revocable, either in writing or by voting in person at the
Special Meeting, at any time prior to its exercise.
INFORMATION CONCERNING VOTING
As of the close of business on December 2, 1998, the Company
has authorized Forty Million (40,000,000) shares of one class of
Common Stock and it has issued and outstanding Twenty-five Million,
One Hundred Ninety-eight (25,000,198) shares of one class of Common
Stock. Only holders of record of the Company's Common Stock at the
close of business on December 2, 1998 are entitled to notice and to
vote on matters which come before the Special Meeting or any
adjournment thereof. On all matters requiring a shareholder vote,
each shareholder is entitled to one vote in person or by proxy at
the Special Meeting for each share of Common Stock of the Company
recorded in his/her name. Proposal No. 1 will be decided by a
majority of the outstanding shares of the Company.
PROPOSAL 1
PROPOSAL TO REVERSE SPLIT THE COMPANY'S
OUTSTANDING SHARES OF COMMON STOCK ON
A ONE-FOR-ONE HUNDRED BASIS
The Board of Directors of the Company, unanimously
approved and recommends to the shareholders that they consider and
approve reverse splitting the Company's outstanding shares of
common stock on a one-for-one hundred basis. The authorized
capital of the Company as reflected in its Articles of
Incorporation and amendments thereto will not change.
This proposal would effect a one-for-one hundred reverse
stock split of the Company's issued and outstanding Common Shares
(the "Reverse Stock Split"). The Reverse Stock Split would result
in one post-split Common Share being issued in exchange for each
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one hundred Common Shares which are presently issued and
outstanding. The Company would not issue fractional shares
pursuant to the Reverse Stock Split, but instead would issue one
whole Common Share to those shareholders who would otherwise be
entitled to receive fractional shares. The principal effect of the
Reverse Stock Split would be to decrease the number of issued and
outstanding Common Shares as of December 2, 1998, from 25,000,198
to approximately 250,002, depending on the number of whole Common
Shares issued in elimination of fractional Common Shares. The
Reverse Stock Split would not have an immediate effect on any
shareholder's proportionate interest in the Company, including the
proportionate interest of management, except for (i) the de minimis
effect on those shareholders which receive one whole share in lieu
of fractional shares, and (ii) the increase in future possible
dilution, as described below.
The following table illustrates the principal effects of
the proposed Reverse Stock Split based on the Company's
capitalization as of December 2, 1998:
Common Shares Prior to Split After Split
Authorized 40,000,000 40,000,000
Outstanding 25,000,198 250,002 *
Available for
future issuance 14,998,802 39,749,998 *
* Assumes that no post-split Common Shares are issued in lieu of
fractional Common Shares.
Reasons for the Reverse Stock Split.
The Company believes that the fewer shares outstanding will
generate a higher bid price per share which will generate broader
interest in the Company's Common Stock because many broker/dealers
are unwilling to participate in the sale of low priced penny
stocks. There is no assurance, however, that the Reverse Stock
Split will in fact cause the market price of the Company's stock to
trade at a higher price.
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Future Dilution; Anti-Takeover Effects
There may be certain disadvantages suffered by
shareholders of the Company as a result of approval of the Reverse
Stock Split. These include a significant increase in possible
dilution to present shareholders' percentage ownership of the
Common Shares. As described above, assuming issuance of all
authorized Common Shares, present shareholders, in the aggregate,
would own approximately 62.50% of the then-outstanding Common
Shares under the Company's present capital structure, but only
0.63% of the outstanding Common Shares under the Capital structure
assuming adoption of the Reverse Stock Split.
The proportionate increase in the number of Common Shares
available for future issuance may also have certain anti-takeover
effects. For example, the availability of a large number of Common
Shares for future issuance might allow the Company's Board of
Directors to dilute the percentage share ownership of persons who
might attempt to obtain control over the Company. Approval of the
Reverse Stock Split therefore might attempt to obtain control over
the Company. Approval of the Reverse Stock Split therefore might
allow the Board of Directors to frustrate a takeover attempt which
might be favorable to shareholders as a group, and may have the
effect of limiting shareholder participation in these types of
transactions.
While the Reverse Stock Split may have certain anti-
takeover effects, management of the Company is not aware of any
attempts by third persons to accumulate a large number of Common
Shares. Accordingly, the Reverse Stock Split has not been
recommended by the Board of Directors in response to any existing
attempts by third parties at obtaining control of the Company.
No Plans or Agreements to issue Any Additional Common Shares.
The Company has no plans or agreements to issue any
additional Common Shares at this time.
Exchange of Certificates and Liquidation of Fractional Shares.
American Securities Transfer and Trust, 938 Quail Street,
Lakewood, Colorado 80215 has been appointed to serve as the
exchange agent (the "Exchange Agent") to act for shareholders in
effecting the exchange of their certificates.
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As soon as practicable after the Effective Date,
shareholders will be notified and requested to surrender their
certificates representing Common Shares to the Exchange Agent in
exchange for certificate representing post reverse split Common
Shares. Commencing on the Effective Date, each certificate
representing pre-split Common Share will be deemed for all purposes
to evidence ownership of post reverse split Common Shares.
Certificates representing fractional Common Shares will
not be issued in connection with the Reverse Stock Split. Assuming
approval of the Reverse Stock Split by shareholders, shareholders
who would otherwise receive fractional shares will be entitled to
receive on whole Common Share in lieu of any fractional share.
Vote Required.
The affirmative vote of a majority of the outstanding
Common Shares is required to adopt the Reverse Stock Split. The
Company's officers and directors are expected to vote for the
adoption of the Reverse Stock Split.
Federal Income Tax Consequences.
The federal income tax consequences of the proposed
Reverse Stock Split are set for below. The following information
is based upon existing tax laws, which are subject to change by
legislation, administrative action and judicial decision.
Shareholders are therefore advised to consult with their own tax
advisor for more detailed information relating to their individual
tax circumstances.
The post reverse split Common Shares in the hands of a
shareholder will have an aggregate basis for computing gain or loss
equal to the aggregate basis of the pre-split Common Shares held by
the shareholder immediately prior to the Reverse Stock Split.
Registration.
The Board of Directors believes the changes to be
effected by the Reverse Stock Split will not cause the Company to
terminate registration of the Common Shares under the Securities
Exchange Act of 1934 or to cease filing reports under that Act with
the Securities and Exchange Commission. The Company does not have
any present plans to take any action which would further reduce the
number of shares.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ONE-FOR-
ONE HUNDRED REVERSE STOCK SPLIT.
OTHER MATTERS
Management knows of no other matters to be brought before the
Special Meeting, but if other matters come before the meeting, it
is the intention of the persons named in the accompanying proxy to
take such action as in their judgment is in the best interest of
the Company and Shareholders.
Regardless of the number of shares you hold, it is important
that your stock be represented at the meeting in order that the
presence of a quorum can be secured. If you are unable to attend
the meeting, you are urged to date and sign your proxy and return
it without delay in the enclosed addressed envelope. The shares
represented by each proxy so signed and returned will be voted in
accordance with the Shareholder's directions.
By Order of the Board of Directors
Philip J. Davis
President
December __, 1998<PAGE>
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P R O X Y
FOR THE SPECIAL MEETING
OF SHAREHOLDERS OF
MEDICAL MANAGEMENT SYSTEMS, INC.
KNOW ALL MEN BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Philip J. Davis and John C. Lee with the
power of substitution, attorneys and proxies to appear and vote at
the Special Meeting of Shareholders of Medical Management Systems,
Inc. to be held at 7215 Lowell Boulevard, Westminster, Colorado
80235 on January 19, 1998, at 10:30 a.m., M.D.T., and at any
adjournments thereof, with all the powers the undersigned would
possess if personally present, including authority to vote on the
matters shown below in the manner directed and upon any other
matter which may properly come before the meeting.
This proxy is solicited on behalf of the Board of Directors of
Medical Management Systems, Inc. Except as specified to the
contrary below, the shares represented by this proxy will be voted
for Proposal 1. The undersigned hereby revokes any proxy
previously given to vote such shares at the meeting or at any
adjournment.
PLEASE MARK THE FOLLOWING WITH AN "X."
1. To reverse split the Company's outstanding shares of Common
Stock on a one-for-one hundred basis.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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PLEASE VOTE, DATE AND SIGN YOUR NAME(S) EXACTLY AS
PRINTED ON THIS PROXY, indicating, where applicable, official
position or representative capacity.
_______________________________________
Signature
_______________________________________
(Additional signature(s) if held jointly)
DATE: ______________________
PLEASE RETURN THIS PROXY IN THE POSTAGE PAID
SELF ADDRESSED ENVELOPE ENCLOSED.
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