<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/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
UNITED MEDICORP, 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 (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
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>
UNITED MEDICORP, INC. PRELIMINARY COPY
10210 North Central Expressway
Dallas, Texas 75231
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 14, 1995
The Annual Meeting of Stockholders of United Medicorp, Inc. (the "Company")
will be held at the Courtyard Marriott, Conference Room "B", 10325 N. Central
Expressway, Dallas, Texas on Monday, August 14, 1995 at 10:00 a.m. to
consider and act upon the following matters, all as set forth in the attached
Proxy Statement:
1. To elect four (4) directors to hold office until the next annual
election of directors by stockholders or until their respective
successors shall have been duly elected and shall have been qualified.
2. To consider and take action on a proposal to adopt the Company's 1995
Stock Option Plan, adopted by the Board of Directors on April 28, 1995,
for key employees and non-employee directors of the Company.
3. To consider and take action upon a proposed reverse stock split under
which, in the discretion of the Board of Directors, every ten
outstanding shares of the Company's Common Stock would be converted
into one share of newly issued Common Stock.
4. To ratify the appointment of Price Waterhouse as independent public
accountants to audit the accounts of the Company for the fiscal year
ending December 31, 1995.
5. To transact such other business as may properly come before the Annual
Meeting or any adjournment(s) thereof.
Only stockholders of record at the close of business on June 19, 1995, the
Record Date for the Annual Meeting, are entitled to notice of and to vote at
the Annual Meeting. The presence in person or by Proxy of the holders of a
majority of the issued and outstanding Common Stock entitled to vote at the
Annual Meeting is required for a quorum to transact business. A complete
list of those stockholders will be open to the examination of any
stockholder, for any purpose germane to the Annual Meeting, during ordinary
business hours at the Company's headquarters located at 10210 North Central
Expressway, Suite 400, Dallas, Texas 75231, for a period of ten days prior to
the Annual Meeting.
Stockholders are cordially invited to attend the Annual Meeting in person.
However, whether or not you expect to attend, we urge you to read the
accompanying Proxy Statement and then complete, sign, date and return the
enclosed proxy card in the enclosed postage prepaid envelope. It is
important that your shares be represented at the Annual Meeting, and your
promptness will assist us to prepare for the Annual Meeting and to avoid the
cost of a follow-up mailing. In particular, approval of the reverse stock
split, as unanimously recommended by the Board, requires the affirmative vote
of a MAJORITY OF ALL OUTSTANDING SHARES of Common Stock eligible to vote at
the Annual Meeting. If you receive more than one proxy card because you own
shares registered in different names or at different addresses, each proxy
card should be completed and returned.
Sincerely,
Dallas, Texas
July 6, 1995
Ross Spinazzola
Secretary
<PAGE>
PRELIMINARY COPY
UNITED MEDICORP, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 14, 1995
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to stockholders of United Medicorp, Inc. in
connection with the solicitation by the Board of Directors of United
Medicorp, Inc. (the "COMPANY") of Proxies in the accompanying form. It is
important that your shares be represented at the Annual Meeting. Therefore,
whether or not you plan to attend the Annual Meeting, please sign and date
the enclosed Proxy and return it promptly in the accompanying envelope in
order to be sure that your shares will be represented. You may revoke your
Proxy at any time before it is exercised at the Annual Meeting by submitting
a written notice of such revocation or a subsequently dated Proxy to the
Secretary of the Company, or by personal vote at the Annual Meeting.
The cost of preparing, printing, assembling and mailing the Company's 1994
Annual Report to stockholders, the attached Notice of Annual Meeting, this
Proxy Statement and the enclosed Proxy, as well as the cost of soliciting
Proxies, will be borne by the Company. In addition to solicitation by mail,
certain directors, officers and employees of the Company may solicit Proxies
in person, by telephone, telegraph, mail or otherwise. Such directors,
officers and employees will not be additionally compensated but will be
reimbursed for out-of-pocket expenses. The Company may also reimburse
brokers and other holders of shares for their expenses in sending Proxy
material to beneficial owners of such shares and obtaining their Proxies. To
assist in the solicitation of Proxies from brokers, banks and other record
holders of shares, the Company has retained Proxy Services Corporation, 777
Jersey Avenue, Jersey City, New Jersey 07302, at an estimated fee of $2,000,
plus reimbursement of expenses and disbursements.
The complete mailing address of the Company's principal executive offices is
United Medicorp, Inc., 10210 North Central Expressway, Suite 400, Dallas,
Texas 75231. The approximate date on which this Proxy Statement and form of
Proxy are being sent or given to stockholders is July 6, 1995. The Company's
1994 Annual Report to stockholders is enclosed herewith, but does not form
any part of the materials for the solicitation of Proxies.
<PAGE>
PURPOSES OF THE MEETING
At the Annual Meeting, the stockholders of the Company will consider and act
upon the following matters:
1. Election of four (4) directors to hold office until the next annual
election of directors by stockholders or until their respective
successors shall have been duly elected and shall have been qualified.
2. Adoption the Company's 1995 Stock Option Plan, adopted by the Board of
Directors on April 28, 1995, for key employees and non-employee
directors of the Company.
3. Approval of a reverse stock split under which, in the discretion of the
Board of Directors, every ten outstanding shares of the Company's
Common Stock would be converted into one share of newly issued Common
Stock.
4. Ratification of the appointment of Price Waterhouse as independent
public accountants to audit the accounts of the Company for the fiscal
year ending December 31, 1995.
5. To transact such other business as may properly come before the Annual
Meeting or any adjournment(s) thereof.
QUORUM AND VOTING
Stockholders of record at the close of business on June 19, 1995 (the "Record
Date") are entitled to vote at the Annual Meeting. At the close of business
on the Record Date, 26,310,217 shares of the Company's Common Stock, $.01 par
value per share (the "Common Stock") were issued, outstanding and entitled to
vote.
Each stockholder shall be entitled to one vote on all matters to be acted
upon at the Annual Meeting for each share of Common Stock owned by him of
record on the Record Date. Neither the Company's Certificate of
Incorporation nor its Bylaws provide for cumulative voting rights. The
presence, in person or by proxy, of the holders of a majority of the issued
and outstanding shares of Common Stock entitled to vote at the Annual Meeting
is necessary to constitute a quorum to transact business. Assuming the
presence of a quorum, the affirmative vote of the holders of a majority of
the shares of Common Stock represented at the Annual Meeting is required for
the election of directors and the approval of Price Waterhouse as independent
public accountants for the Company for the fiscal year ending December 31,
1995. Under applicable Delaware law, approval of the reverse stock split
requires the affirmative vote of a majority of all outstanding shares of the
Company's Common Stock eligible to vote at the Annual Meeting.
2
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table and the notes thereto set forth certain information
regarding the beneficial ownership of shares of the Company's Common Stock as
of June 19, 1995 by (i) each current director and nominee for director; (ii)
all current directors and officers of the Company as a group; and (iii) each
person known to the Company to own beneficially more than five percent (5%)
of the currently outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP (1) PERCENT OF CLASS (1)
- - - ------------------------ ------------------ --------------------
<S> <C> <C>
Mercury Asset Management plc. (2) 8,067,200 30.7%
33 King William Street
London EC4R 9AS Great Britain
Tambura Limited 1,484,000 5.6%
Rue du Moulin
Sark, Channel Islands
J. Otis Winters (3) 1,008,000 3.8%
Peter W. Seaman (4) 500,000 1.7%
Eugene W. Aune (5) 363,250 1.4%
Donald E. Collins (6) 147,000 *
Michael P. O'Boyle (7) 75,000 *
Ross Spinazzola (8) 62,000 *
Mary E. Rogers (9) 40,000 *
All officers and directors as 2,195,250 8.3%
a group (7 persons)
<FN>
__________
* less than 1%
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them, subject to community property laws
where applicable. Beneficial ownership as reported in the above table has
been determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The percentages are based
upon 26,310,217 shares outstanding except with respect to certain persons
who hold presently exercisable options to purchase shares. The percentage
for each person who holds presently exercisable options is based upon the
sum of 26,310,217 shares outstanding plus the number of shares subject to
presently exercisable options held by such person, as indicated in the
following notes.
(2) According to a Schedule 13D filed with the Company, Mercury Asset
Management plc. ("MAM") manages investments for its clients and the
securities indicated are held solely for the accounts of such clients. With
respect to 1,535,000 of the shares held on behalf of a unit trust, a
wholly-owned subsidiary of MAM, as manager of the trust, has power to vote
the shares. MAM has the power to sell the shares for the benefit of the
trust. With respect to the remainder of the shares, MAM has dispositive
power, but not voting power, subject to its clients' guidelines. MAM does not
admit that it is the beneficial owner of any of the indicated shares.
(3) Includes outstanding exercisable options to purchase 15,000 shares.
(4) Includes outstanding exercisable options to purchase 183,333 shares.
(5) Includes outstanding exercisable options to purchase 223,250 shares.
3
<PAGE>
(6) Includes outstanding exercisable warrants to purchase 72,000 shares.
(7) Includes outstanding exercisable options to purchase 25,000 shares.
(8) Includes outstanding exercisable options to purchase 28,666 shares.
(9) Includes outstanding exercisable options to purchase 13,333 shares.
</TABLE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Bylaws provide that the number of directors which shall
constitute the whole Board shall be fixed from time to time by resolution of
the Board of Directors or stockholders but shall not be less than one nor
more than eleven. The current Board of Directors consists of four members.
Of the current directors, one is an employee of the Company and three have
principal occupations or employment which are outside the Company.
Unless otherwise directed in the enclosed Proxy, it is the intention of the
persons named in such Proxy to nominate and to vote the shares represented by
such Proxy for the election of the following nominees for the office of
director of the Company to hold office until the next annual meeting of
stockholders or until their respective successors shall have been duly
elected and shall have qualified. If any nominee should become unavailable
for election for any presently unforeseen reason, the persons designated as
proxies will have full discretion to cast votes for another person designated
by the Board, unless the Board reduces the number of directors. Each of the
nominees is presently a director of the Company.
Information regarding each nominee is set forth below:
EUGENE AUNE (70) was elected Vice Chairman of the Board of Directors on
February 10, 1994 and has been a director since March 23, 1992. Previously,
Mr. Aune served the Company as President and Chief Executive Officer from
March 9, 1992 until February 10, 1994, as a director from May, 1990 to
December, 1991 and as Vice President of Operations of the Company from
January, 1991 to December, 1991. Mr. Aune served as Vice President of
Industry Relations of the Company from May, 1990 to December, 1990 and as a
special consultant to the Company's Chairman of the Board and Chief Executive
Officer from April, 1989 to April, 1990. Mr. Aune has been actively involved
in the health care industry for a number of years. From July, 1986 to April,
1989 he served as a health care consultant and from July, 1984 through June,
1989 he served as President of Healthcare Net, Inc., a private company formed
to help other companies operate their health benefit plans in an efficient
manner. From July, 1982 to June, 1984 Mr. Aune served as the Marketing
Director and Executive Officer of the Texas Medical Foundation, an
organization formed by the Texas Medical Association and the Texas
Osteopathic Medical Association to perform peer review on Medicare and
Medicaid claims. Before joining the Texas Medical Foundation, Mr. Aune
served from 1949 to June 1982 in various capacities for Blue Cross and Blue
Shield of Texas, including serving as its Executive Vice President, Acting
President and Vice President. Mr. Aune holds a B.A. in Economics from the
University of Texas at Austin.
4
<PAGE>
MICHAEL P. O'BOYLE (38) was elected to the Board of Directors on August 9,
1993. Mr. O'Boyle is Chief Financial Officer of Medlantic Healthcare Group
and Senior Vice President, Finance of Washington Hospital Center ("WHC"),
Washington D.C. WHC is the Company's largest customer. Prior to joining WHC
in 1991, Mr. O'Boyle was Vice President and Chief Financial Officer of Saint
Joseph's Hospital of Atlanta, Inc. from 1989 to 1991. From 1987 to 1989, Mr.
O'Boyle was Vice President, Treasurer and Chief Financial Officer of
Children's Hospital Medical Center, Cincinnati, Ohio. Before that, Mr.
O'Boyle held a number of accounting and finance positions with The Allentown
Hospital and Ernst & Whinney. Mr. O'Boyle holds a B.S. in Accounting and
Business from Allentown College of St. Francis de Sales, and is a Certified
Public Accountant.
PETER W. SEAMAN (45) was elected President and Chief Executive Officer on
February 10, 1994. Mr. Seaman joined the Company on July 17, 1991 as Vice
President and Chief Financial Officer and was elected to the Board of
Directors on August 12, 1991. Mr. Seaman's prior employment includes serving
as Director of Business Development for TRW Receivables Management Services
from March, 1989 to June, 1991, and Vice President of Planning and Systems
Development for the Accounts Receivable Management Division of the Chilton
Corporation from March, 1986 to March, 1989. Prior to joining the Chilton
Corporation, Mr. Seaman was Vice President and Chief Financial Officer for
Corliss, Inc., a collection systems and services company. Before that, Mr.
Seaman held a number of finance, marketing, and auditing positions with the
Datapoint Corporation, Rockwell International, and Coopers and Lybrand. Mr.
Seaman holds a B.A. in Accounting from Duke University, and is a Certified
Public Accountant.
J. OTIS WINTERS (62) was elected as a director and Chairman of the Board of
United Medicorp, Inc. on January 12, 1993. Mr. Winters is Chairman of the
Dallas-based management consulting firm of Pate, Winters, & Stone, Inc.
(PWS). Prior to co-founding PWS in 1990, Mr. Winters served as Managing
Director of Mason Best Company, an investment banking firm, and President and
Director of Avanti Energy Corporation. Mr. Winters holds B.S. and M.S.
degrees in Petroleum Engineering from Stanford University and an M.B.A. from
the Harvard Business School.
In connection with the Company's public offering of Common Stock in August,
1990, the Company agreed to use its best efforts to cause, upon written
request, a designee of the managing underwriter in such public offering, the
Principal/Eppler, Guerin & Turner, Inc. ("EGT"), to be nominated and elected
to the Company's Board of Directors. To date, no request has been made by EGT
with respect to such nomination and election.
If elected as a director of the Company, each director will hold office until
next year's annual meeting of stockholders, expected to be held in June,
1996, or until his successor is elected and has qualified.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a
director of the Company. Should any of them become unavailable for
nomination or election or refuse to be nominated or to accept election
5
<PAGE>
as a director of the Company, then the persons named in the enclosed form of
Proxy intend to vote the shares designated in such Proxy for the election of
such other person or persons as may be nominated or designated by the Board
of Directors. No nominee is related by blood, marriage or adoption to
another nominee or to any executive officer of the Company or its subsidiary
or affiliates.
BOARD COMMITTEES AND MEETINGS
The principal standing committees of the Board of Directors include the
following:
AUDIT COMMITTEE. The Audit Committee's responsibilities include recommending
to the Board of Directors the independent auditors to be employed for the
purpose of conducting the annual audit of the Company's financial statements,
discussing with the auditors the scope of their examination, reviewing the
Company's financial statements and the auditors' report thereon with Company
personnel and the auditors, determining whether the auditors have received
all the explanations and information which they had requested, and inviting
the recommendations of the auditors regarding internal controls and other
matters.
The Company's Audit Committee was formed on August 15, 1990 and met once
during 1994. The Committee consists of Michael O'Boyle, Chairman, Gene Aune
and Otis Winters.
COMPENSATION COMMITTEE. The Compensation Committee's responsibilities
include reviewing the Company's compensation plans, making recommendations in
areas concerning employee relations, and taking action or making
recommendations with respect to the compensation of executive officers,
including those who are directors.
The Company's Compensation Committee was formed on August 15, 1990. During
1994, the Compensation Committee held two meetings. The Committee consists
of Otis Winters, Chairman and Michael O'Boyle.
STOCK OPTION COMMITTEE. The Company's Stock Option Committee was formed on
April 25, 1992 for the purpose of administering the 1992 Stock Option Plan.
The Stock Option Committee consists of Gene Aune, Chairman and Otis Winters.
The mailing address for each of these committees is c/o Ross Spinazzola,
Secretary, United Medicorp, Inc., 10210 North Central Expressway, Suite 400,
Dallas, Texas 75231.
The Board of Directors held six regularly scheduled meetings during the
fiscal year ended December 31, 1994. Various matters were approved during
the last fiscal year by unanimous written consent of the Board of Directors.
Each incumbent director-nominee attended during the last fiscal year at least
75% of the aggregate of (i) the total number of meetings of the Board of
Directors; and (ii) the total number of meetings held by all committees of
the Board on which such director served.
6
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934
Pursuant to Section 16(a) of the Securities Act of 1934 and the rules issued
thereunder, the Company's executive officers and directors are required to
file with the Securities and Exchange Commission and the Boston Stock
Exchange reports of ownership and changes in ownership of the Common Stock.
Copies of such reports are required to be furnished to the Company. Based
solely on its review of such reports furnished to the Company, or written
reports that no reports were required, the Company believes that during 1994,
all of its executive officers and directors complied with Section 16(a)
requirements.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS
Set forth below are tables showing: (1) in summary form, the compensation
paid for the years shown in the table to Peter W. Seaman; (2) the options
granted to Mr. Seaman in 1994; and (3) exercise and year end valuation
information pertaining to stock options granted to Mr. Seaman. No other
executive officer of the Company received total annual salary and bonus in
excess of $100,000 in the fiscal year 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> RESTRICTED
NAME OF PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY $ BONUS COMPENSATION AWARD $ SAR'S # PAYOUTS COMPENSATION $
- - - ----------------- ---- -------- ----- ------------ ---------- -------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter W. Seaman, 1994 92,165 0 0 0 100,000 0 0
President & CEO 1993 99,813 0 0 19,600 75,000 0 0
1992 82,324 0 0 0 48,500 0 0
</TABLE>
OPTIONS GRANTED IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR OPTION
GRANTED TO TERM
OPTIONS EMPLOYEES IN EXERCISE OR -----------------------------
NAME GRANTED 1994 BASE PRICE EXPIRATION DATE 5% 10%
- - - ---- ----------- ------------ ----------- ---------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Peter W. Seaman 100,000 (1) 30% $.31/share Feb. 10, 2004 (2) $19,653 $49,804
<FN>
__________
(1) This option was granted subject to a three year vesting period.
(2) This option was granted for a term of ten years, subject to termination upon termination of the
optionee's employment.
</TABLE>
7
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1994 (1)
AND FY-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS/SARS VALUE OF UNEXERCISE IN-THE-MONEY
AT FY-END (#) OPTIONS/SARS AT FY-END
---------------------------------- --------------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- - - ---- ---------------------------------- --------------------------------
<S> <C> <C>
Peter W. Seaman 183,333/116,667 $0/$0
<FN>
__________
(1) Since no options were exercised by the above-named executive in 1994, no
shares were acquired or value realized upon the exercise of options by
such person in the last fiscal year.
</TABLE>
STOCK OPTION PLANS
The Company currently has in effect the Third Amended and Restated 1989 Stock
Option Plan (the "1989 Plan"), which provided for the granting of incentive
and non-incentive stock options for up to 1,000,000 shares of Common Stock to
employees, directors and consultants. The 1989 Plan became effective August
6, 1989 and terminates after 10 years. The Board of Directors approved the
discontinuance of any further option grants under the 1989 Plan on April 25,
1992, when the 1992 Plan (as defined below) was approved by stockholders.
The stockholders of United Medicorp, Inc. approved the 1992 Stock Option Plan
(the "1992 Plan") at the 1992 Annual Meeting of Stockholders. The 1992 Plan
provides for the granting of incentive and nonqualified stock options for up
to 1,000,000 shares of Common Stock to employees, directors, and consultants.
The 1992 Plan became effective on July 13, 1992 and terminates after 10 years.
The Board of Directors adopted the 1995 Stock Option Plan (the "1995 Plan")
on April 28, 1995, subject to stockholder approval at the Annual Meeting of
Stockholders on August 14, 1995. No options have been granted under the 1995
Plan to date. The 1995 Plan provides for incentive and nonqualified options
for up to 1,000,000 shares of Common Stock to key employees and non-employee
directors.
DIRECTOR COMPENSATION
Members receive no cash compensation for serving on the Board of Directors.
Board members are reimbursed for expenses of meeting attendance. Pursuant to
the 1995 Plan, if approved by stockholders, each non-employee director shall
receive nonqualified stock options for the purchase of 25,000 shares of
Common Stock. These options shall be granted on the first and each
subsequent anniversary of the approval of the 1995 Plan by stockholders, as
long as the director serves on the Board. The exercise price shall be the
fair market value of the Common Stock on the date the nonqualified stock
options are granted. One half of the option shall be exercisable immediately
and the remainder of the option shall become exercisable on the first
anniversary date of the grant. All options shall expire on the tenth
anniversary of the date granted.
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None
ADOPTION OF 1995 STOCK OPTION PLAN
(PROPOSAL 2)
GENERAL
The Company currently has in effect the 1992 Plan which provides for the
granting of incentive and nonincentive stock options for up to 1,000,000
shares of Common Stock to employees, directors and consultants and the 1989
Plan under which options for 193,750 shares of Common Stock have been
granted. As of June 1, 1995 there are options for 40,000 shares of Common
Stock remaining available to be granted under the 1992 Plan. No additional
options will be granted under the 1989 Plan.
The Board has determined that, in order to retain key employees in light of
the current condition of the Company and its business, it is necessary that
additional options be available and authorized for grants. Further, the
Board has determined that it is necessary to have maximum flexibility in
choosing the terms of any new options that it grants to key employees. The
Board believes that it is appropriate in light of present circumstances to
grant options with different vesting schedules. Therefore, the Board adopted
the United Medicorp, Inc. 1995 Stock Option (the "1995 Plan" -attached as
Exhibit A) at its meeting on April 28, 1995, subject to ratification by the
stockholders of the Company. The 1995 Plan as adopted by the Board provides
for the granting of incentive and nonincentive stock options for up to
1,000,000 shares of Common Stock to employees and directors.
The Company's Board of Directors unanimously recommends the adoption of the
1995 Plan.
The purpose of the 1995 Plan is to advance the interests of the Company and
its stockholders by enabling the Company to retain employees and directors
upon whose judgment, initiative, training, experience, ability and efforts
the successful conduct and development of the Company's business largely
depends, and by granting options to such persons, thereby encouraging them to
become owners of Common Stock of the Company. The Board of Directors
believes that in particular, additional options are needed in order to
increase equity participation in the Company for key employees and officers.
At present, options and shares representing only about 3% of the Company's
equity, are held by officers and key employees. The 1995 Plan will be
administered by a Stock Option Committee, currently comprised of Gene Aune
and Otis Winters, two non-employee directors. This Stock Option Committee has
broad discretion in the administration of the 1995 Plan.
The 1995 Plan provides for adjustment of the number of shares upon which
options may be granted, of the number of shares subject to outstanding
options and of the exercise price in the event of any merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, exchange of
shares of Common Stock or other change in the corporate structure of the
Company. Shares subject to an option that expires or is terminated will
again be available for grant under the 1995 Plan.
9
<PAGE>
TERMS AND CONDITIONS OF OPTIONS
The 1995 Plan provides that the exercise price per share of any option will
not be less than the fair market value per share on the date such option is
granted. The Stock Option Committee will set the vesting schedule for each
option granted under the Plan.
Options which become exercisable remain exercisable until such options lapse
or are terminated pursuant to certain contingencies (described in the 1995
Plan) including, but not limited to, the termination of an optionee's
employment for reasons of gross negligence or willful misconduct. Options
granted pursuant to the 1995 Plan expire as determined by the Stock Option
Committee, but not later than ten years after the date such options are
granted. Under the 1995 Plan, options may be exercised only upon payment in
full to the Company of the purchase price of the shares as to which the
options are exercised. Such payment must be made in cash.
Persons who possess more than ten percent (10%) of the voting power of all
classes of stock of the Company may not be granted an option at an exercise
price less than 110% of the fair market value of the shares subject to the
option on the date of grant and the period of exercise for such an option may
not exceed five (5) years from the date of grant.
No stock option granted under the Plan is assignable or transferable, other
than by will, by the laws of descent and distribution or in disposition of
community property upon dissolution of a marriage. During the lifetime of an
optionee, the option granted under the 1995 Plan is exercisable only by the
optionee. The Board of Directors may accelerate the date on which all or any
portion of an option granted under the 1995 Plan may be exercised.
The 1995 Plan provides that, upon the death or disability of the optionee,
upon certain changes in the corporate structure of the Company or certain
dispositions of its assets, or upon certain changes of control of the Company
(as described in the 1995 Plan), each option granted thereunder shall
immediately become exercisable in full.
AMENDMENTS
The Board of Directors may amend the 1995 Plan or any option granted
thereunder at any time, provided that such amendment may not adversely affect
the rights of an optionee under an outstanding option without the optionee's
written consent. In addition, the Board of Directors may not, without
stockholder approval, modify the 1995 Plan (i) to increase the number of
shares of Common Stock reserved for issuance under the 1995 Plan, or to
change the class of persons eligible to participate in the 1995 Plan; (ii) to
permit the granting of options that expire beyond ten years from the date of
grant; (iii) to permit the granting of an option at a price less than the
fair market value at the date of grant; or (iv) to extend the termination
date of the 1995 Plan.
FEDERAL INCOME TAX CONSEQUENCES
The grant of an option under the 1995 Plan will not be a taxable event to the
recipient optionee. Upon the exercise of a nonincentive stock option, an
optionee who is subject to Section 16(b) of the Exchange Act and who timely
files the written election described in Section 83(b) of the
10
<PAGE>
Internal Revenue Code of 1986, as amended, will recognize ordinary income at
the time of exercise equal to the excess of the then fair market value of the
shares of Common Stock received over the exercise price. Each optionee
subject to Section 16(b) who does not file the Section 83(b) election will
not recognize income on the date he exercises his nonincentive stock option,
but instead will recognize income six (6) months later (i.e. when the Section
16(b) restrictions lapse), in an amount equal to the excess of the fair
market value of the shares acquired at that later date over the exercise
price of the option. Optionees that are not subject to Section 16(b) will
recognize income at the time of exercise of a nonincentive stock option
determined in the same manner as optionees subject to Section 16(b) who
timely file Section 83(b) elections. The taxable income recognized upon
exercise of a nonincentive stock option will be treated as compensation
income subject to withholding and the Company will be entitled to a tax
deduction equal to the ordinary income an optionee recognizes as a
compensation expense.
When Common Stock received upon exercise of a nonincentive stock option
subsequently is sold or exchanged in a taxable transaction, the holder
thereof generally will recognize capital gain (or loss) in the amount by
which the amount realized exceeds (or is less than) the fair market value of
the Common Stock that was included in income in connection with the exercise;
the character of such gain or loss as long- or short-term capital gain or
loss will depend upon the holding period of the shares following exercise.
Neither the grant nor exercise of an incentive stock option will be taxable
to the optionee, and the Company will not be entitled to any deductions with
respect thereto. However, to qualify for favorable capital gain tax
treatment of incentive stock options, the optionee may not dispose of the
shares of Common Stock acquired upon the exercise of an incentive stock
option until after the later of two (2) years following the date of grant or
one (1) year following the date of exercise of the incentive stock option.
Upon any subsequent taxable disposition of shares of Common Stock received
upon exercise of a qualifying incentive stock option, the optionee generally
will recognize long- or short-term capital gain or loss measured by the
difference between the amount realized and the exercise price of the option.
If an option does not qualify for favorable incentive stock option treatment
as described above because of a failure to satisfy the holding period
requirements, the optionee will recognize ordinary income in the year of the
disqualifying disposition, equal to the excess of (i) the lower of (a) the
amount realized, or (b) the fair market value of the Common Stock at the time
of exercise, over (ii) the exercise price. The excess will be taxable as
long or short-term capital gain, depending on the optionee's holding period
for the transferred shares.
Notwithstanding the favorable tax treatment of incentive stock options for
regular tax purposes, as described above, for alternative minimum tax
purposes an incentive stock option is treated in the same manner as a
nonincentive stock option. Accordingly, an optionee who is subject to the
alternative minimum tax must include, in alternative minimum taxable income
for the year in which an incentive stock option is exercised, the excess of
the fair market value of the shares of Common Stock received over the
exercise price.
11
<PAGE>
The Company will not be entitled to a deduction for federal income tax
purposes for the granting of any incentive stock option or nonincentive stock
option. The Company generally will be entitled to a deduction for federal
income tax purposes when an optionee exercises a nonincentive stock option,
in the same amount as the ordinary income realized by the optionee. The
Company will not be entitled to a deduction for federal income tax purposes
upon the exercise by the optionee of an incentive stock option. If there is
a disposition of shares acquired by the optionee upon exercise of an
incentive stock option before the optionee has satisfied the incentive option
holding periods, the Company will be entitled to a deduction for federal
income tax purposes at the same time and in the same amount as the ordinary
income realized by the optionee.
REGISTRATION WITH THE SEC
The Company intends to file a registration statement covering the 1995 Plan
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE 1995
PLAN.
APPROVAL OF REVERSE STOCK SPLIT
(PROPOSAL 3)
The Company's Board of Directors recommends the adoption of a proposed
reverse stock split (the "Reverse Split"). The Reverse Split provides that
in the Board's discretion every ten of the Company's 26,310,217 shares of
issued and outstanding Common Stock ("Old Common Stock" or "Old Shares") will
be changed and combined into one fully paid and non-assessable share of
newly-issued Common Stock, $.01 par value ("New Common Stock" or "New
Shares"). The Reverse Split, if authorized, will be effected by the filing
of a Certificate of Amendment (the "Amendment") to the Company's charter with
the Secretary of State of the State of Delaware.
The Board of Directors has not, as of the date of this Proxy Statement, made
a final determination regarding the benefits of the Reverse Split, although
the Board has unanimously approved presenting this Proposal to the
stockholders so as to gain the authority to make a final determination. To
avoid the expense of calling a special meeting of stockholders if and when
that determination is made, the Board of Directors has submitted the Reverse
Split as a proposal for the Annual Meeting. By voting for this Proposal 3,
the stockholders are in effect voting to authorize the Board of Directors to
implement a reserve split if, when and as the Board, in its sole discretion,
deems the reverse split to be in the best interest of the Company and the
Stockholders.
The Company has within the last 18 months undergone a significant change in
management and has aggressively refocused its marketing efforts. Because of
these changes, the Board intends to monitor the market price of the Common
Stock before determining the benefits of the Reverse Split. The Board of
Directors intends to make a final determination as to the appropriate ratio
for the Reverse Split no later than August 31, 1996.
12
<PAGE>
Depending upon whether an individual stockholder owns a number of Old Shares
evenly divisible by ten, that stockholder may or may not receive a small
amount of cash for a fractional share as a result of the Reverse Split.
Further, if a stockholder owns less than 1,000 Old Shares of Common Stock,
after the Reverse Split that stockholder will hold an "odd lot," or less than
100 New Shares. Because brokers traditionally charge higher fees to sell odd
lots of shares, stockholders who, as a result of the Reverse Split, own an
odd lot of New Shares may be adversely affected because of higher brokerage
commissions to sell their shares. Because a significant portion of the
outstanding Common Stock is registered in the names of clearing agencies and
broker nominees, it is not possible to determine the number of holders who
will be left with odd lots as a result of the Reverse Split.
After the Effective Date, as defined below, the holder of New Shares
resulting from the combination of Old Shares will be issued a new certificate
for the New Shares upon surrender by the holder of a certificate for the Old
Shares. No fractional New Shares will be issued, and each holder of less
than ten Old Shares (after exchange of all other Old Shares held by the
holder) shall be paid cash for the fractional interest. For example, a
stockholder that holds 54 Old Shares, upon surrender of his Old Shares to the
Company and its transfer agent, would receive a total of five New Shares and
cash representing the fair market value of the remaining four Old Shares.
As discussed above, no fractional shares of Common Stock will be issued and,
in lieu thereof, stockholders holding a number of shares of Common Stock not
evenly divisible by ten, the ratio for the Reverse Split, and stockholders
holding less than ten shares of Common Stock upon surrender of their old
certificates, will receive cash in lieu of fractional shares of Common Stock.
The price payable by the Company will be determined by multiplying the
fraction of a New Share by the post-split equivalent of the average of the
closing bid quotations for one Old Share of Common Stock for the five
business days immediately preceding the Effective Date of the Reverse Split
for which bid quotations for the Common Stock are reported by the BSE or the
over the counter market. As of the date hereof, the most recent closing bid
quotation for one share of Common Stock is $0.XX.
The Company's stockholder list indicates that a portion of the outstanding
Common Stock is registered in the names of clearing agencies and broker
nominees. It is, therefore, not possible to predict with certainty the number
of fractional shares and the total amount that the Company will be required
to pay to redeem such shares. However, it is not anticipated that the funds
necessary to effect the cancellation of fractional shares will be material,
and the Company expects that such funds will be available from cash reserves.
Because a significant portion of the outstanding Common Stock is registered
in the names of clearing agencies and broker nominees, it is not possible to
determine the number of holders who have between one and nine Old Shares.
These holders would receive only cash in lieu of a fractional New Share. The
record holders who receive only cash as a result of the Reverse Split will no
longer be record holders of Common Stock.
In addition, all of the Company's outstanding securities that are convertible
into or exercisable into the Company's Old Common Stock will automatically
have their conversion ratios adjusted such that they will be convertible into
one-tenth as many shares of the New Common Stock.
13
<PAGE>
The Company's Board of Directors believes that stockholder approval of the
Reverse Split proposal may become imperative in order to help the Company
regain listing on NASDAQ. Listing on NASDAQ is important in order to
maintain a liquid, public market for the Company's Common Stock. For example,
the Securities and Exchange Commission has implemented Rule 15c2-6, requiring
brokers to take additional precautionary steps before buying on behalf of
clients or selling to clients securities priced below $5 per share and not
registered on a national exchange or quoted on NASDAQ.
The NASDAQ initial listing standards require (1) $4 million in total assets,
(2) $2 million in capital and surplus, (3) 100,000 shares held by the public,
(4) $200,000 market value of publicly-held shares, 5) 300 shareholders and
(6) a $3 per share bid price. The Company currently does not meet the total
assets, capital and surplus or $3 per share bid price requirements.
The Board may choose to address the total assets and capital and surplus
requirements by attempting to raise additional capital in a private offering.
If the Board attempts to do so, there can be no assurance that such efforts
will be successful.
The Reverse Split proposal will address the bid price requirement. The
closing bid price on July 6, 1995 for shares of Common Stock, as reported on
the BSE was $0.XX. The Board anticipates that the market price will increase
following the implementation of the Reverse Split. However, the Board is
aware of instances where only modest appreciation in market price per share
resulted from a reverse stock split. There can be no assurance that a price
increase will occur, or if a price increase does occur, if it will be
sustainable.
Under the NASDAQ standards, an alternative to maintaining a $1 per share
price would be to maintain $2 million in capital and surplus. However, as of
March 31, 1994, the Company's capital less its retained deficit totalled
approximately $301,857. If the market price of the Common Stock rises above
$3 per share before the Reverse Split is implemented and that price is
sustained, the Board may determine that the Reverse Split is not necessary.
See "Effective Date" below.
The Board of Directors further believes that the relatively low per-share
market price of the Common Stock may impair the acceptability of the Common
Stock to certain institutional investors and other members of the investing
public. Theoretically, the number of shares outstanding should not, by
itself, affect the marketability of the stock, the type of investor who
acquires it or the Company's reputation in the financial community. In
practice this is not necessarily the case, as certain investors view
low-priced stock as unattractive or, as a matter of policy, are precluded
from purchasing low-priced shares. In addition, certain brokerage houses, as
a matter of policy, will not extend margin credit on stocks trading at low
prices. On the other hand, certain other investors may be attracted to
low-priced stock because of the greater trading volatility sometimes
associated with such securities.
There can be no assurance that the Reverse Split will not adversely impact
the market price of the Common Stock, that the marketability of the Common
Stock will improve as a result of approval of the Reverse Split or that the
approval of the Reverse Split will otherwise have any of the effects
described herein.
14
<PAGE>
The Company may decide to privately offer shares of Common Stock to provide
additional working capital. Beyond such offering, the Company has no plans
for additional financing, but may in the future issue additional shares of
Common Stock on such terms and conditions as the Board of Directors
determines appropriate.
A description of the Company's outstanding securities and the adjustments
resulting from the Reverse Split is as follows:
As of the record date, the Company had authorized 55,000,000 shares of
capital stock, $.01 par value per share, consisting of 50,000,000 shares of
Common Stock and 5,000,000 shares of Preferred Stock, and had outstanding
26,310,217 shares of Common Stock. Upon the Effective Date (as defined
below) of the Reverse Split, the Company will still have 55,000,000 shares of
capital stock, 50,000,000 shares of Common Stock and 5,000,000 shares of
Preferred Stock authorized. The number of New shares to be issued upon
conversion of the Old Shares will be approximately as follows, before giving
effect to any Old Shares to be issued as a result of any private offer which
the Board may decide to make available.
<TABLE>
<CAPTION>
RATIO NEW SHARES ISSUED
- - - ----- -----------------
<S> <C>
Ten for one 2.6 million
</TABLE>
Other than the decrease in the total shares to be outstanding, no substantive
changes are being made in the rights of Common Stock. Accordingly, upon the
Effective Date of the Reverse Split, each holder of record of New Shares will
be entitled to one vote for each New Share held at each meeting of the
stockholders in respect to any matter on which stockholders have the right to
vote. Stockholders will have no cumulative voting rights nor will they have
the pre-emptive rights to purchase any additional shares of Common Stock.
Holders will be entitled to receive, when and as declared by the Company's
Board of Directors, out of earnings and surplus legally available therefor,
any and all dividends payable either in cash, in property or in shares of the
capital stock of the Company. Each holder of New Shares will have
approximately the same percentage ownership in the total voting securities of
the Company that such holder held prior to the Effective Date.
Any tax liability to stockholders resulting from the Reverse Split will
likely not be substantial. The receipt of Common Stock in the Reverse Split
should not result in any taxable gain or loss to stockholders for federal
income tax purposes. If the Reverse Split is approved, the tax basis of
Common Stock received as a result of the Reverse Split (including any
fractional share interests to which a stockholder is entitled) will be equal,
in the aggregate, to the basis of the shares exchanged for the Common Stock.
For tax purposes, the holding period of the shares immediately prior to the
Effective Date of the Reverse Split will be included in the holding period of
the Common Stock received as a result of the Reverse Split, including any
fractional share interests to which a stockholder is entitled. Stockholders
who receive cash in lieu of fractional shares of Common Stock will be treated
as receiving cash as payment in exchange for their fractional shares of
Common Stock, and they will recognize capital gain or loss in an amount equal
to the differences between the amount of cash received and the adjusted basis
of the fractional shares surrendered for cash.
15
<PAGE>
BSE QUOTATION
The Company's Common Stock is currently quoted on the BSE under the symbol
"UMI." The Company will apply to have the New Shares continue to be quoted
on the BSE beginning the Effective Date of the Reverse Split.
OTHER SECURITIES
In addition to the Company's Common Stock, the Company has additional
securities exercisable into Common Stock, including options that have been
issued under the Company's 1989 Plan, 1992 Plan and warrants to purchase
Common Stock. Under the terms of these outstanding securities, the Company's
Reverse Split will adjust both the number of shares that can be purchased
upon exercise of the securities and the exercise price so that the economic
interest that the security holder would have received had such security
holder exercised such security immediately prior to the Effective Date of the
Reverse Split will be identical to such interest after the Effective Date.
After the Effective Date of the Reverse Split, the Company intends to advise
each holder of the Company's securities of the effect on such security of the
Reverse Split.
EFFECTIVE DATE
If the Company's stockholders approve the proposal for the Reverse Split at
the Annual Meeting of Stockholders, the Reverse Split will become effective
only after the Board of Directors, in its discretion, decides to proceed with
the implementation of the Reverse Split. Once that decision has been made,
the Company will file the necessary instruments with the Secretary of State
of the State of Delaware. The date of such filing will be the effective date
(the "Effective Date").
Pursuant to Section 242(c) of the Delaware General Corporation Law, the Board
of Directors may, in its discretion, determine that the Reverse Split is not
necessary, in which case no filing will be made and the Reverse Split will
not take place.
Subsequent to the Effective Date of the Reverse Split, the Company, together
with its transfer agent, will mail to each stockholder of record of the
Company a Letter of Transmittal under which the stockholder will be
instructed to return all Old Shares to the transfer agent and receive New
Shares in exchange. It is expected that the mailing will commence within
five business days after the Effective Date.
DO NOT MAIL ANY CERTIFICATES TO THE COMPANY WITH THE PROXY.
YOU WILL BE SENT A LETTER OF TRANSMITTAL AFTER THE EFFECTIVE
DATE.
16
<PAGE>
APPROVAL OF PROPOSAL
Approval of the proposal requires the affirmative vote of a MAJORITY OF ALL
OUTSTANDING SHARES of the Company's Common Stock entitled to vote at the
meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
APPROVAL OF THE REVERSE SPLIT.
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 4)
Price Waterhouse, independent public accountants, have served as the auditors
of the Company since November 3, 1989. The Board of Directors has again
selected Price Waterhouse as the Company's auditors for Fiscal 1995 and
stockholder ratification of the appointment is requested. In the event the
appointment is not approved by the stockholders, the Board of Directors will
make another appointment at the earliest feasible time.
A representative of Price Waterhouse is expected to be present at the Annual
Meeting of Stockholders. The representative will have an opportunity to make
a statement if he or she so desires and will be available to respond to
appropriate questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE APPOINTMENT OF PRICE WATERHOUSE.
STOCKHOLDER PROPOSALS
The proxy rules of the Securities and Exchange Commission permit stockholders
of the Company, after timely notice of the Company, to present proposals for
stockholder action in the Company's proxy statement where such proposals are
consistent with applicable law, pertain to matters appropriate for
shareholder action, and are not properly omitted by Company action in
accordance with the proxy rules. The United Medicorp, Inc. 1996 Annual
Meeting of Stockholders is expected to be held on or about June 28, 1996, and
proxy material in connection with that meeting are expected to be mailed on
or about May 28, 1996. Stockholder proposals prepared in accordance with the
proxy rules must be received by the Company on or before January 26, 1996.
17
<PAGE>
GENERAL
Management knows of no other matters that will be presented at the Annual
Meeting of Stockholders. However, the enclosed proxy gives discretionary
authority in the event that any additional matters should be presented.
The 1994 Annual Report to Stockholders of the Company, including financial
statements for the Fiscal Year ended December 31, 1994, and schedules
thereto, as filed with the Securities and Exchange Commission, is enclosed
herewithin.
By Order of the Board of Directors,
Ross Spinazzola
Secretary
18
<PAGE>
APPENDIX A
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of outside directors. The Committee is responsible for
setting and administering the policies that govern both annual compensation
and stock option programs. The Committee evaluates the Company's performance,
actual compensation and share ownership compared with both our industry and a
broader group of companies of similar size and performance.
Because of the Company's performance, the Committee has determined that
bonuses to the Company's executives have not been appropriate in the past.
Due to the recent improvement in the Company's performance, the Board has
advised management that a bonus may be paid early in 1996 for 1995
performance if, in the Board's discretion, payment of a bonus is warranted.
The Committee has attempted to keep executive salaries at levels that allow
the Company to retain qualified personnel while conserving the Company's
resources. The Committee believes it appropriate to incentivize the Company's
executives through the grant of stock options as a method of rewarding the
executives if the Company's market value increases.
COMPENSATION COMMITTEE
Michael O'Boyle
J. Otis Winter
19
<PAGE>
APPENDIX B
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR - CUMULATIVE TOTAL RETURNS
UNITED MEDICORP, INC.
[GRAPH]
<TABLE>
<CAPTION>
INDEX DESCRIPTION 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
- - - ----------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
United Medicorp, Inc. 100.0 55.1 1.6 5.1 5.1 5.1
Nasdaq Stock Market (US Companies) 100.0 84.9 136.3 158.6 180.9 176.9
Self-Determined Peer Group 100.0 108.5 286.6 366.1 487.7 498.8
COMPANIES IN THE SELF-DETERMINED PEER GROUP
- - - -------------------------------------------
Advacare, Inc. Cerner, Corp.
CIS Technologies, Inc. Coastal Healthcare Group, Inc.
Medaphis, Corp. Medic Computer Systems, Inc.
Pacific Physicians Services, Inc. Phycor, Inc.
<FN>
NOTES:
- - - ------
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
B. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
C. The index level for all series was set to $100.0 on 12/29/89.
</TABLE>
20
<PAGE>
UNITED MEDICORP, INC. EXHIBIT A
1995 STOCK OPTION PLAN
TABLE OF CONTENTS
ARTICLE I
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Name. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Effective Date. . . . . . . . . . . . . . . . . . . . . . 1
1.4 Eligibility to Participate. . . . . . . . . . . . . . . . 1
1.5 Shares Subject to the Plan. . . . . . . . . . . . . . . . 1
1.6 Options and Stock Granted Under Plan. . . . . . . . . . . 2
1.7 Conditions Precedent. . . . . . . . . . . . . . . . . . . 2
1.8 Reservation of Shares of Common Stock . . . . . . . . . . 2
1.9 Tax Withholding . . . . . . . . . . . . . . . . . . . . . 2
1.10 Exercise of Options . . . . . . . . . . . . . . . . . . . 2
1.11 Acceleration of Right to Exercise
Options . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.12 Written Notice Required . . . . . . . . . . . . . . . . . 4
1.13 Compliance with Securities Laws . . . . . . . . . . . . . 4
1.14 Employment of Optionee. . . . . . . . . . . . . . . . . . 4
1.15 Option Upon Termination of Employment . . . . . . . . . . 4
1.16 Termination of Employment for Cause . . . . . . . . . . . 5
1.17 Option Upon Death or Disability of
Optionee. . . . . . . . . . . . . . . . . . . . . . . . . 5
1.18 Options Not Transferable. . . . . . . . . . . . . . . . . 5
1.19 Information to Optionees. . . . . . . . . . . . . . . . . 5
ARTICLE II
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Committee . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 Majority Rule; Unanimous Written
Consent . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.3 Company Assistance. . . . . . . . . . . . . . . . . . . . 6
ARTICLE III
INCENTIVE STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . 6
3.1 Option Terms and Conditions . . . . . . . . . . . . . . . 6
3.2 Duration of Options . . . . . . . . . . . . . . . . . . . 6
3.3 Purchase Price. . . . . . . . . . . . . . . . . . . . . . 6
3.4 Maximum Amount of Options First
Exercisable in Any Calendar
Year. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.5 Requirements as to Certain Options. . . . . . . . . . . . 7
3.6 Individual Option Agreements. . . . . . . . . . . . . . . 7
ARTICLE IV
NONQUALIFIED STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . 7
4.1 Option Terms and Conditions . . . . . . . . . . . . . . . 7
4.2 Duration of Options . . . . . . . . . . . . . . . . . . . 7
A-i
<PAGE>
4.3 Purchase Price. . . . . . . . . . . . . . . . . . . . . . 7
4.4 Individual Option Agreements. . . . . . . . . . . . . . . 8
4.5 Option Grants to Nonemployee Directors. . . . . . . . . . 8
ARTICLE V
TERMINATION, AMENDMENT AND ADJUSTMENT. . . . . . . . . . . . . . . . . 8
5.1 Termination and Amendment . . . . . . . . . . . . . . . . 8
5.2 Adjustments . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VI
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.1 Other Optional Plans. . . . . . . . . . . . . . . . . . . 9
6.2 Plan Binding on Successors. . . . . . . . . . . . . . . . 9
6.3 Number and Gender . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VII
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
A-ii
<PAGE>
UNITED MEDICORP, INC.
1995 STOCK OPTION PLAN
ARTICLE I
THE PLAN
1.1 NAME. This plan shall be known as the United
Medicorp, Inc. 1995 Stock Option Plan (the "Plan").
1.2 PURPOSE. The purpose of the Plan is to promote the
growth and general prosperity of the Company by permitting the
Company to grant its full-time employees and nonemployee members of
the Board ("Eligible Participants") Options to purchase Common
Stock of the Company. This Plan is designed to help the Company
and its subsidiaries and affiliates attract and retain superior
personnel for positions of substantial responsibility and to
provide full-time employees and nonemployee members of the Board
with an additional incentive to contribute to the success of the
Company. The Company intends that Incentive Stock Options granted
pursuant to Article III will qualify as "incentive stock options"
within the meaning of Section 422(b) of the Internal Revenue Code
of 1986 (the "Code"). Any Option granted pursuant to Article IV
shall be clearly and specifically designated as not being an
incentive stock option as defined in Section 422(b) of the Code.
1.3 EFFECTIVE DATE. The Plan shall become effective
upon the Effective Date.
1.4 ELIGIBILITY TO PARTICIPATE. Any Employee shall be
eligible to participate in the Plan; provided that Incentive Stock
Options may be granted only to persons who are employees of the
Company or a subsidiary or affiliate thereof. The Board or, if
applicable, the Committee (as defined in Section 2.1) may grant
Options to an Employee in accordance with such determinations as
the Board or, if applicable, the Committee from time to time in its
sole discretion shall make. Nonemployee members of the Board shall
receive Options as provided in Article IV. Notwithstanding the
foregoing, the Board may at any time specify individuals who shall
not be eligible for the grant of Options or options under any other
plan of the Company to meet the requirements of Section 2.1 below.
1.5 SHARES SUBJECT TO THE PLAN. Subject to adjustment
pursuant to the provisions of Section 5.2, and subject to any
additional restrictions elsewhere in the Plan, the number of Plan
Shares that may be issued and sold hereunder shall not exceed
1,000,000 shares. Plan Shares may be either authorized and
unissued shares or shares issued and thereafter acquired by the
Company.
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1.6 OPTIONS AND STOCK GRANTED UNDER PLAN. Plan Shares
with respect to which an Option shall have been exercised shall not
again be available for grant hereunder. If Options terminate for
any reason without being wholly exercised, new Options may be
granted hereunder covering the number of Plan Shares to which such
Option termination relates.
1.7 CONDITIONS PRECEDENT. The Company shall not issue
or deliver any certificate for Plan Shares pursuant to the Plan
prior to the admission of the Plan Shares to listing on all stock
exchanges, if any, on which the Common Stock is then listed, the
completion of any registration or other qualification of the sale
of Plan Shares under any federal or state law and the obtaining of
any approval or other clearance from any federal or state
government, each if and to the extent that the Board shall in its
sole discretion determine to be necessary or advisable.
1.8 RESERVATION OF SHARES OF COMMON STOCK. During the
term of the Plan, the Company will at all times reserve and keep
available such number of shares of Common Stock as shall be
necessary to satisfy the requirements of the Plan as to the number
of Plan Shares. In addition, the Company will from time to time,
as is necessary to accomplish the purposes of the Plan, seek or
obtain from any regulatory agency having jurisdiction any requisite
authority in order to issue Plan Shares hereunder. The inability
of the Company to obtain from any regulatory agency having
jurisdiction the authority deemed by the Company's counsel to be
necessary to the lawful issuance of any Plan Shares shall relieve
the Company of any liability in respect of the nonissuance of Plan
Shares as to which the requisite authority shall not have been
obtained.
1.9 TAX WITHHOLDING. The issuance, delivery or exercise
of any Options under the Plan is subject to the condition that if
at any time the Board shall determine, in its discretion, that the
satisfaction of withholding tax or other withholding liabilities
under any state or federal law is necessary or desirable as a
condition of, or in connection with, the issuance, delivery or
exercise of the Options, then the issuance, delivery or exercise of
the Options shall not be effective unless the withholding shall
have been effected or obtained in a manner acceptable to the Board,
including, at the sole discretion of the Board, the acceptance by
the Company of Shares equal to such withholding requirement in lieu
of a cash payment.
1.10 EXERCISE OF OPTIONS. Each Option shall be
exercisable in accordance with the terms of the option agreement
(the "Option Agreement") pursuant to which the Option was granted.
No Option may be exercised for a fraction of a Plan Share.
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The purchase price of any Plan Shares purchased shall be paid at
the time of exercise of the Option either in cash, by certified or
cashier's check, by money order or, at the sole discretion of the
Board, by personal check.
1.11 ACCELERATION OF RIGHT TO EXERCISE OPTIONS.
Notwithstanding the provisions of any Option Agreement
regarding the time for exercise of an Option, the following
provisions shall apply:
(a) MERGERS AND REORGANIZATIONS. If the Company or its
stockholders enter into an agreement to dispose of all or
substantially all of the assets of the Company by means of a sale,
merger or other reorganization or liquidation, or otherwise in a
transaction in which the Company is not the surviving corporation,
any Option shall become immediately exercisable with respect to the
full number of shares subject to that Option during the period
commencing as of the date of the agreement to dispose of all or
substantially all of the assets or stock of the Company and ending
when the disposition of assets or stock contemplated by that
agreement is consummated or the Option is otherwise terminated in
accordance with its provisions or the provisions of the Article
pursuant to which it was granted, whichever occurs first. The
Option shall not become immediately exercisable, however, if the
transaction contemplated in the agreement is a merger or
reorganization in which the Company will survive.
(b) CHANGE IN CONTROL. In the event of a change in
control or threatened change in control of the Company, all Options
granted prior to the change in control shall become immediately
exercisable. The term "change in control" for purposes of this
Section shall refer to (i) the acquisition of 50% or more of the
voting securities of the Company by any person or by persons acting
as a group within the meaning of Section 13(d)(3) of the Exchange
Act of 1934, as amended (the "Exchange Act"); provided that no
change in control or threatened change in control shall be deemed
to have occurred if prior to the acquisition of, or offer to
acquire, 50% or more of the voting securities of the Company, the
Board of Directors shall have adopted by not less than two-thirds
vote of directors then serving a resolution specifically approving
such acquisition or offer, or (ii) the election, at any annual or
special meeting of stockholders, of individuals, who were not
nominated by management to serve as directors, as directors
constituting a majority of the Board of Directors. The term
"person" for purposes of this Section refers to an individual or a
corporation, partnership, trust, association, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization or any
other form of entity not specifically listed herein. Whether a
change in control is threatened shall be determined solely by the
Board.
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1.12 WRITTEN NOTICE REQUIRED. Any Option shall be deemed
to be exercised for purposes of the Plan when written notice of
exercise has been received by the Company at its principal office
from the person entitled to exercise the Option and payment for the
Plan Shares with respect to which the Option is exercised has been
received by the Company in accordance with Section 1.11.
1.13 COMPLIANCE WITH SECURITIES LAWS. Plan Shares shall
not be issued with respect to any Option unless the exercise of the
Option and the issuance and delivery of the Plan Shares shall
comply with all relevant provisions of state and federal law,
including without limitation the Securities Act of 1933, as amended
(the "Securities Act"), the rules and regulations promulgated
thereunder and the requirements of any stock exchange upon which
the Plan Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance. The Board may also require an Optionee to furnish
evidence satisfactory to the Company, including a written and
signed representation letter and consent to be bound by any
transfer restrictions imposed by law, legend, condition or
otherwise, that the Plan Shares are being acquired only for
investment and without any present intention to sell or distribute
the shares in violation of any state or federal law, rule or
regulation. Further, each Optionee shall consent to the imposition
of a legend on the certificate representing the Plan Shares issued
upon the exercise of the Option restricting their transferability
as required by law or by this Section.
1.14 EMPLOYMENT OF OPTIONEE. Nothing in the Plan or in
any Option granted hereunder shall confer upon any Optionee any
right to continued employment by the Company or any of its
subsidiaries or affiliates or limit in any way the right of the
Company or any subsidiary or affiliate at any time to terminate or
alter the terms of that employment.
1.15 OPTION UPON TERMINATION OF EMPLOYMENT. If an
Optionee ceases to be employed by the Company or any subsidiary or
affiliate for any reason other than retirement, death or
disability, his Option may be exercised (but only to the extent
exercisable on the date of termination of employment) at any time
within three months after the date of termination of employment,
unless either the Option or the Article pursuant to which it was
granted otherwise provides for earlier termination. If an Optionee
ceases to be employed by the Company or any subsidiary or affiliate
because the Optionee has retired, as determined by the Board, under
a qualified retirement plan of the Company, his Option shall be
exercisable (but only to the extent exercisable on the effective
date of such retirement) at any time within three months after the
effective date of such retirement unless by its terms the Option
expires sooner.
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1.16 TERMINATION OF EMPLOYMENT FOR CAUSE. If an Optionee
ceases to be employed by the Company or any subsidiary or affiliate
of the Company because the Optionee is terminated for cause, the
Option shall automatically expire on the date of termination. For
purposes of this Section, "cause" shall mean an act or acts
involving a felony, fraud, willful misconduct, the commission of
any act that causes or reasonably may be expected to cause
substantial injury to the Company or gross negligence.
1.17 OPTION UPON DISABILITY OR DEATH OF OPTIONEE. If an
Optionee becomes disabled within the meaning of Section 22(e)(3) of
the Code while employed by the Company or any subsidiary or
affiliate of the Company, his Option shall become fully exercisable
and shall expire 12 months after the date of termination by reason
of disability as determined by the Committee, unless either the
Option or the Article pursuant to which it was issued otherwise
provides for earlier termination. If an Optionee dies while
employed by the Company or any subsidiary or affiliate thereof, his
Option shall expire 12 months after the date of death, unless by
its terms it expires sooner. During this 12-month or shorter
period, the Option may be fully exercised, to the extent that it
remains unexercised on the date of death, by the Optionee's
personal representative or by the distributee to whom the
Optionee's rights under the Option shall pass by will or by the
laws of descent and distribution.
1.18 OPTIONS NOT TRANSFERABLE. Options may not be sold,
pledged, assigned or transferred in any manner otherwise than by
will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code and may
be exercised during the lifetime of an Optionee only by that
Optionee or by his legally authorized representative.
1.19 INFORMATION TO OPTIONEES. The Company shall furnish
to each Optionee a copy of the annual report, proxy statements and
all other reports sent to the Company's stockholders. Upon written
request, the Company shall furnish to each Optionee a copy of its
most recent Annual Report on Form 10-K and each quarterly report to
stockholders issued since the end of the Company's most recent
fiscal year.
ARTICLE II
ADMINISTRATION
2.1 COMMITTEE. The Plan shall be administered either by
the Board of Directors or, at the Board's discretion, by a
Committee (the "Committee") of not fewer than two members, which
persons shall all be nonemployee members of the Board. In its sole
discretion, the Board may appoint Disinterested Persons as members
of the Committee. Subject to the express provisions of the Plan,
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the Board or the Committee, as the case may be, shall have the sole
discretion and authority to determine from among Eligible
Participants the ones to whom and the time or times at which
Options may be granted and the number of Plan Shares to be subject
to each Option. Any member of the Committee may be removed at the
discretion of the Board.
2.2 MAJORITY RULE; UNANIMOUS WRITTEN CONSENT. A
majority of the members of the Committee shall constitute a quorum,
and any action taken by a majority present at a meeting at which a
quorum is present or any action taken without a meeting evidenced
by a writing executed by all members of the Committee shall
constitute the action of the Committee. Meetings of the Committee
may take place by telephone conference call.
2.3 COMPANY ASSISTANCE. The Company shall supply full
and timely information to the Committee on all matters relating to
Eligible Participants, their employment, death, retirement,
disability or other termination of employment, and such other
pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is
necessary in the performance of its duties.
ARTICLE III
INCENTIVE STOCK OPTIONS
3.1 OPTION TERMS AND CONDITIONS. The terms and
conditions of Options granted under this Article ("Incentive Stock
Options") may differ from one another as the Board shall, in its
discretion, determine, as long as all Options granted under this
Article satisfy the requirements of this Article.
3.2 DURATION OF OPTIONS. Each Option granted pursuant
to this Article and all rights thereunder shall expire on the date
determined by the Board, but in no event shall any Option granted
under this Article expire earlier than one year or later than ten
years after the date on which the Option is granted. In addition,
each Option shall be subject to early termination as provided
elsewhere in the Plan.
3.3 PURCHASE PRICE. The purchase price for Plan Shares
to be acquired pursuant to the exercise, in whole or in part, of
any Option granted under this Article shall not be less than the
Fair Market Value of the Plan Shares at the time of the grant of
the Option.
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3.4 MAXIMUM AMOUNT OF OPTIONS FIRST EXERCISABLE IN ANY
CALENDAR YEAR. The maximum aggregate Fair Market Value of Plan
Shares (determined at the time the Option is granted) with respect
to which Options issued under this Article are exercisable for the
first time by any Employee during any calendar year under all
incentive stock option plans of the Company and its subsidiaries
and affiliates shall not exceed $100,000. Any Option granted under
the Plan and first exercisable in excess of the foregoing
limitations shall be considered granted pursuant to Article IV and
shall be clearly and specifically designated as not being an
incentive stock option.
3.5 REQUIREMENTS AS TO CERTAIN OPTIONS. In the event of
the grant of any Option under this Article to an individual who, at
the time the Option is granted, owns shares of stock representing
more than 10% of the total combined voting power of all classes of
stock of the Company or any subsidiary or affiliate thereof within
the meaning of Section 422(b)(6) of the Code, the purchase price
for the Plan Shares subject to that Option must be at least 110% of
the Fair Market Value of those Plan Shares at the time the Option
is granted and the Option must not be exercisable after the
expiration of five years from the date of its grant.
3.6 INDIVIDUAL OPTION AGREEMENTS. Each Employee
receiving Options pursuant to this Article shall be required to
enter into a written Option Agreement with the Company as a
precondition to receiving an Option under this Article. In such
Option Agreement, the Employee shall agree to be bound by the terms
and conditions of the Plan, the awards made pursuant hereto, and
such other matters as the Board deems appropriate.
ARTICLE IV
NONQUALIFIED STOCK OPTIONS
4.1 OPTION TERMS AND CONDITIONS. The terms and
conditions of Options granted under this Article ("Nonqualified
Stock Options") may differ from one another as the Board shall in
its discretion determine, as long as all Options granted under this
Article satisfy the requirements of this Article.
4.2 DURATION OF OPTIONS. Each Option granted pursuant
to this Article and all rights thereunder shall expire on the date
determined by the Board, but in no event shall any Option granted
under this Article expire later than ten years after the date on
which the Option is granted. In addition, each Option shall be
subject to early termination as provided elsewhere in the Plan.
4.3 PURCHASE PRICE. The purchase price for Plan Shares
acquired pursuant to the exercise, in whole or in part, of any
Option shall not be less than the Fair Market Value of the Plan
Shares at the time of the grant of the Option.
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4.4 INDIVIDUAL OPTION AGREEMENTS. Each Employee
receiving Options pursuant to this Article shall be required to
enter into a written Option Agreement with the Company as a
precondition to receiving an Option under this Article. In such
Option Agreement, the Employee shall agree to be bound by the terms
and conditions of the Plan, the awards made pursuant hereto, and
such other matters as the Board deems appropriate.
4.5 AUTOMATIC GRANTS. Upon the first and each subsequent
anniversary of the approval of the Plan by the stockholders of the
Company, each non-employee director shall receive Nonqualified
Stock Options to purchase 25,000 Plan Shares per year. The
purchase price for such Plan Shares shall be the Fair Market Value
of the Plan Shares on the date the Nonqualified Stick Options are
granted. One half of each such Option shall become exercisable
immediately and the remainder of each such Option shall become
exercisable on the first anniversary date of such grant. Such
Options shall all expire on the tenth anniversary of the date
granted.
ARTICLE V
TERMINATION, AMENDMENT AND ADJUSTMENT
5.1 TERMINATION AND AMENDMENT. The Plan shall terminate
ten years after the Effective Date. No Options shall be granted
under the Plan after that date of termination. Subject to the
limitation contained in this Section, the Board may at any time
amend or revise the terms of the Plan, including the form and
substance of the Option Agreements to be used in connection
herewith; provided that no amendment or revision shall (i) increase
the maximum aggregate number of Plan Shares, except as permitted
under Section 5.2, (ii) change the minimum purchase price for
Shares under Article III or Article IV; (iii) increase the maximum
term established under the Plan for any Option or (iv) permit the
granting of an Option to anyone other than as provided in the Plan;
and provided further that without stockholder approval no amendment
to the Plan shall be effective that materially increases the
benefits accruing to Eligible Participants, materially increases
the number of securities that may be issued under the Plan, or
otherwise materially modifies the requirements as to eligibility
for participation in the Plan, all within the meaning of Rule 16b-3
promulgated under the Exchange Act; and provided further that
Section 4.5 hereof shall not be amended more than once in any six
month period. No amendment, suspension or termination of the Plan
shall, without the consent of the Optionee who has received an
Option hereunder, alter or impair any of that Optionee's rights or
obligations under any Option granted under the Plan prior to that
amendment, suspension or termination.
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5.2 ADJUSTMENTS. If the outstanding Common Stock is
increased, decreased, changed into or exchanged for a different
number or kind of shares or securities through merger,
consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend,
stock split or reverse stock split, an appropriate and
proportionate adjustment shall be made in the maximum number and
kind of Plan Shares as to which Options may be granted under the
Plan. A corresponding adjustment changing the number or kind of
shares allocated to unexercised Options or portions thereof, which
shall have been granted prior to any such change, shall likewise be
made. Any such adjustment in outstanding Options shall be made
without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with a corresponding
adjustment in the price for each share covered by the Option. The
foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Board, and
any such adjustment may provide for the elimination of fractional
share interests.
ARTICLE VI
MISCELLANEOUS
6.1 OTHER OPTION PLANS. The adoption of the Plan shall
not affect any other stock option or incentive or other
compensation plans in effect for the Company or any subsidiary or
affiliate of the Company, nor shall the Plan preclude the Company
or any subsidiary or affiliate thereof from establishing any other
forms of incentive or other compensation for Employees.
6.2 PLAN BINDING ON SUCCESSORS. The Plan shall be
binding upon the successors and assigns of the Company and any
subsidiary or affiliate of the Company that adopts the Plan.
6.3 NUMBER AND GENDER; HEADINGS. Whenever used herein,
nouns in the singular shall include the plural where appropriate,
and the masculine pronoun shall include the feminine gender.
Headings of articles and sections hereof are inserted for
convenience of reference and constitute no part of the Plan.
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ARTICLE VII
DEFINITIONS
As used herein with initial capital letters, the
following terms have the meanings hereinafter set forth unless the
context clearly indicates to the contrary:
7.1 "Board" shall mean the Board of Directors of the
Company.
7.2 "Common Stock" shall mean the Common Stock, par
value $0.01 per share, of the Company or, in the event that the
outstanding shares of such Common Stock are hereafter changed into
or exchanged for shares of a different stock or security of the
Company or some other corporation, such other stock or security.
7.3 "Company" shall mean United Medicorp, Inc., a
Delaware corporation.
7.4 "Disinterested Person" shall mean an individual who
is a "disinterested person" within the meaning of Rule 16b-3
promulgated under the Exchange Act.
7.5 "Effective Date" shall mean the date of the Plan's
adoption by the Board subject to approval of the Plan by a majority
of the stockholders of the Company voting in person or by proxy at
a meeting of stockholders following adoption of the Plan by the
Board, which approval shall be obtained within 12 months after
adoption of the Plan by the Board; provided that Options may be
granted under the Plan prior to obtaining stockholder approval of
the Plan, but any such Options shall be contingent upon such
stockholder approval being obtained and may not be exercised prior
to such approval.
7.6 "Employee(s)" shall mean employee(s) of the Company
or of any subsidiary or affiliate of the Company the board of
directors of which adopts the Plan and any other person(s)
performing services for the Company or any such subsidiary or
affiliate, with or without compensation, to whom the Company
chooses to grant Options in accordance with the Plan, but shall not
include members of the Board who are not also otherwise employed by
the Company.
7.7 "Fair Market Value" shall mean such value as
determined by the Board on the basis of such factors as it deems
appropriate; provided that if the Common Stock is traded on a
national securities exchange or transactions in the Common Stock
are quoted on the NASDAQ National Market System, such value shall
be determined by the Committee on the basis of the last reported
sales price for the Common Stock on the date for which such
determination is relevant, as reported on the national securities
exchange or the NASDAQ National Market System, as the case may be.
If the Common Stock is not listed and traded upon a recognized
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securities exchange or on the NASDAQ National Market System, the
Committee shall make a determination of Fair Market Value on the
basis of the mean between the closing bid and asked quotations for
such stock on the date for which such determination is relevant (as
reported by a recognized stock quotation service) or, in the event
that there shall be no bid or asked quotations on the date for
which such determination is relevant, then on the basis of the mean
between the closing bid and asked quotations on the date nearest
preceding the date for which such determination is relevant for
which such bid and asked quotations were available.
7.8 "Option" shall mean an Incentive Stock Option or a
Nonqualified Stock Option.
7.9 "Optionee" shall mean an Employee or nonemployee
member of the Board to whom an Option has been granted hereunder.
7.10. "Plan Shares" shall mean shares of Common Stock
issuable pursuant to the Plan.
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UNITED MEDICORP, INC. PRELIMINARY COPY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For August 14, 1995 Annual Meeting of Stockholders
The undersigned hereby appoints Peter W. Seaman and Ross Spinazzola, or
either of them, as proxies with full power of substitution to vote all shares
of Common Stock of United Medicorp, Inc. of record in the name of the
undersigned at the close of business on June 19, 1995, at the Annual Meeting
of Stockholders to be held in Dallas, Texas on August 14, 1995, or at any
adjournments, hereby revoking all former proxies.
1. ELECTION OF DIRECTORS:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
nominees (except as marked below to
the contrary)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Eugene W. Aune, Michael P. O'Boyle, Peter W. Seaman, J. Otis Winters
2. Proposal to approve adoption of the Company's 1995 Stock Option Plan for
key employees and non-employee directors of the Company.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to approve a reverse stock split under which, in the discretion
of the Board of Directors, every ten outstanding shares of the Company's
Common Stock would be converted into one share of newly issued Common
Stock.
FOR / / AGAINST / / ABSTAIN / /
4. Proposal to approve the appointment of Price Waterhouse as independent
public accountants for the Company.
FOR / / AGAINST / / ABSTAIN / /
5. In their discretion, the Proxies are authorized to vote upon any other
matters coming before the meeting.
FOR / / AGAINST / / ABSTAIN / /
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM THE OTHER SIDE)
UNITED MEDICORP, INC. ANNUAL MEETING REINVESTMENT PROXY NO. SHARES
OF STOCKHOLDERS SHARES IN YOUR NAME
AUGUST 14, 1995
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1), (2), (3)
AND (4) IN ACCORDANCE WITH SPECIFICATIONS MADE AND "FOR" SUCH PROPOSALS IF
THERE IS NO SPECIFICATION.
Dated:_______________________, 1995
___________________________________
Signature
___________________________________
Signature
Please sign name(s) exactly as shown at left.
When signing as executor, administrator, trustee
or guardian, give full title as such; when shares
have been issued in names of two or more persons,
all should sign.
