SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cancer Treatment Holdings, 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), or 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:
CANCER TREATMENT HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 1995
TO THE SHAREHOLDERS OF CANCER TREATMENT HOLDINGS, INC.,
Notice is hereby given that an Annual Meeting of Shareholders of Cancer
Treatment Holdings, Inc., a Nevada corporation, will be held on Thursday,
November 16, 1995, at the Tower Club, One Financial Plaza, Fort Lauderdale,
Florida 33394 at 9:00 a.m. (EST) to consider and vote upon the following
proposals, all of which are set forth more completely in the accompanying proxy
statement:
(1) The election of two persons to the Board of Directors to serve for a
term of three years and until their successors are duly elected and
qualified;
(2) To ratify the appointment of Coopers & Lybrand, as the Company's
independent public accountants, for the fiscal year ending May 31,
1996; and
(3) The transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on October 6, 1995
are entitled to notice of and to vote at the Annual Meeting of Shareholders or
any adjournment or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Ullrich Klamm, Ph.D., Chairman and President
Fort Lauderdale, Florida
October 9, 1995
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AND A QUORUM AT THE ANNUAL
MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY
THE BOARD OF DIRECTORS OF THE COMPANY, AND RETURN IT IN THE ENCLOSED ENVELOPE
(WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES) WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED, BY FILING WRITTEN NOTICE OF REVOCATION
WITH THE SECRETARY OF CANCER TREATMENT HOLDINGS, INC. SHAREHOLDERS EXECUTING
PROXIES MAY ATTEND THE MEETING AND VOTE IN PERSON, SHOULD THEY DESIRE TO DO SO.
CANCER TREATMENT HOLDINGS, INC.
4491 SOUTH STATE ROAD SEVEN, SUITE 200
FORT LAUDERDALE, FLORIDA 33314
(305) 321-9555
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Cancer Treatment Holdings, Inc., a Nevada corporation
(the "Company"), of proxies in the enclosed form for use at the Annual Meeting
of Shareholders to be held on November 16, 1995, and at any adjournment(s)
thereof. The approximate date on which this proxy statement and the enclosed
proxy are first being mailed to shareholders is October 9, 1995.
The persons named in the enclosed proxy form will vote the shares for
which they are appointed in accordance with the directions of the shareholders
appointing them. In the absence of such directions, shares will be voted for
all proposals described herein and, in the proxies' discretion, upon such other
matters as may properly come before the Annual Meeting. The Board of Directors
does not anticipate that any of its nominees will be unavailable for election
and does not know of any other matters that may be brought before the Annual
Meeting. A shareholder may revoke his proxy at any time prior to its use,
however, such revocation will not be effective until the Secretary of the
Company has been so notified in writing. It is therefore prudent to send such
notice of revocation by certified or registered mail, return receipt requested,
to Secretary, Cancer Treatment Holdings, Inc., Suite 200, 4491 South State Road
Seven, Fort Lauderdale, Florida 33314.
The cost of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, directors, officers and employees of the
Company may solicit proxies personally and by telephone and telegraph, all
without additional compensation.
Only holders of shares of Common Stock of record at the close of business
on October 6, 1995 will be entitled to notice of and to vote at the Annual
Meeting and all adjournments thereof. As of the close of business on October 6,
1995, the Company had outstanding 3,495,765 shares of Common Stock.
In accordance with the Company's By-laws, the quorum necessary to conduct
business at the Annual Meeting is one-third of the outstanding shares of the
Company's Common Stock. The vote of a majority of the shares of Common Stock
represented at the Annual Meeting is required for the election of the two
Directors and for the ratification of the Company's independent public
accountants.
Shares represented by proxies which are marked "abstained" or which are
marked to deny discretionary authority will only be counted for determining the
presence of a quorum. Votes withheld in connection with the election of one or
more of the nominees for Director will not be counted as votes cast for such
individuals. In addition, where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in the vote totals.
A list of the shareholders entitled to vote at the Annual Meeting will be
available at the Company's office, 4491 South State Road Seven, Suite 200, Fort
Lauderdale, Florida 33314, for a period of ten (10) days prior to the Annual
Meeting for examination by any shareholder.
Officers and Directors of the Company currently beneficially own
approximately 16.3% of the outstanding shares of Common Stock. See "Security
Ownership of Management and Principal Shareholders." Accordingly, approval of
the aforesaid matters is not virtually assured.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth, as of October 1, 1995, the number of
shares of the Company's Common Stock held of record or beneficially by (i) each
person who held of record or was known by the Company to be the beneficial owner
of more than 5 percent of the Company's outstanding Common Stock; (ii) each of
the Company's directors; (iii) each of the Company's named executive officers,
directors and nominees for director and (iv) all executive officers and
directors of the Company as a group.
Number of Shares Percent of
Name of of Common Stock Shares
Beneficial Owner Beneficially Owned(1) Outstanding (2)
- ---------------- --------------------- ---------------
Ullrich Klamm, Ph.D. 387,334 (3) 10.1%
Stanley L. Malkin, M.D. 284,000 (4) 7.6%
Louis W. Boisvert, III 27,800 (5) *
Jack W. Buechner 7,500 (6) *
John C. Mull, M.D. 112,500 (7) 3.2%
John P. Rosenthal 83,789 (8) 2.4%
Salvatore P. Russo, Ph.D. 3,500 (9) *
All officers and directors
as a group (8 persons) 634,723 (10) 16.3%
* Represents less than 1% of the outstanding Company Common Stock.
- ------------
Footnotes appear on next page
Footnotes from preceding page:
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such persons within 60 days from October 6, 1995, upon the
exercise of options or warrants. Except as otherwise indicated, the nature
of the beneficial ownership is record and direct.
(2) Each beneficial owner's percentage ownership is determined by assuming
that options or warrants held by such person (but not those held by any
other persons) and which may be exercised within 60 days from October 6,
1995 have been exercised.
(3) Consists of 333,334 shares subject to presently exercisable options,
40,000 shares owned individually and 14,000 shares owned by an affiliated
corporation, Hospital Diagnostic Equipment Corp. ("HDEC").
(4) Consists of 250,000 shares subject to presently exercisable options,
20,000 shares owned individually and 14,000 shares owned through an
affiliated corporation, HDEC.
(5) Includes 25,000 shares subject to presently exercisable options.
(6) Includes 7,500 shares subject to presently exercisable options.
(7) Includes 2,500 shares subject to presently exercisable options.
(8) Includes 19,000 shares subject to presently exercisable warrants and 7,500
shares subject to presently exercisable options.
(9) Includes 2,500 shares subject to presently exercisable options.
(10) Includes shares issuable upon exercise of presently exercisable warrants
and options, as described in the Notes above, and 12,600 shares (including
11,600 shares subject to presently exercisable options) beneficially owned
by Lisa Dobrovosky, Treasurer of the Company.
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors shall be divided
into three classes. The Company currently has five Directors. At the 1995
Annual Meeting of Shareholders, shareholders will elect two directors. Jack W.
Buechner and John P. Rosenthal are nominated to serve until the 1998 Annual
Meeting of Shareholders and until their successors are duly elected and
qualified.
Ullrich Klamm, Ph.D. and John C. Mull, M.D. will continue to serve as
Directors in the class whose term expires in 1996. Salvatore P. Russo, Ph.D.
will continue to serve as a Director in the class whose term expires in 1997.
The names of the nominees and the directors continuing in office, their
principal occupations, the years in which they became directors and the years in
which their terms expire are set forth below.
Nominees for Election at this Year's Annual Meeting
Director Term
Name Age Principal Occupation Since Expires
- ---- --- -------------------- -------- -------
Jack W. Buechner 55 Attorney at the Washington, 1993 1995
D.C. law firm of Manatt Phelps
Phillips. Previously, general
counsel to the governmental
consulting firm of Linton,
Mields, Reisler and Cottone in
Washington, D.C., a partner in
The Hawthorn Group, L.L.C. in
Arlington, Virginia, and
President of the International
Republican Institute, a founda-
tion that promotes democracy
in foreign countries. From 1986
to 1990, a United States
Representative from the
State of Missouri.
John P. Rosenthal 62 Senior Vice President of 1993 1995
Burnham Securities, Inc. since
February 1991. From 1972 to
1991, senior partner of
Silberberg, Rosenthal & Co., an
investment banking firm.
Director of the Neuberger &
Berman Equity Funds.
Current Directors Whose Terms Will Continue After The 1995 Annual Meeting
Ullrich Klamm, Ph.D.56 Chairman of the Board, Chief 1993 1996
Executive Officer, President and
a Director. Since 1987,
President and a Director of
Hospital Diagnostic Equipment
Corp. ("HDEC"), a private
company that owns and
operates high technology
medical diagnostic equipment,
primarily in rural areas.
John C. Mull, M.D. 61 Partner, Hutchinson Clinic, 1994 1996
P.A., a medical practice
since 1967. Director,
Central Bank & Trust Co.
from 1972 to present.
Salvatore P. Russo, 65 Health care consultant in 1994 1997
Ph.D. Boston, MA since 1993. From
1974 until 1993, Administrator
of the Shriners Burns Institute
in Boston, MA, specializing in
children with severe burns.
Executive Officers of the Company Who Are Not Directors
Louis W. Boisvert, III 33 Chief Financial Officer and Vice President of
Finance of the Company since August 1993. For
more than five years prior thereto, Mr. Boisvert
was employed by Deloitte and Touche, and served in
the most recent capacity as senior audit manager.
Mr. Boisvert is a Certified Public Accountant.
Lisa Dobrovosky 32 Treasurer of the Company since August 1993 and
employed in the accounting department of the
Company since June 1992. From January 1991 to
May 1992, Ms. Dobrovosky was employed by
General Rent-a-Car as an accountant. For three
years prior thereto, Ms. Dobrovosky was employed
as a staff accountant at Ahearn, Jasco & Co., a
public accounting firm.
Carol Befanis O'Donnell 38 Secretary of the Company since November 1994.
For more than five years prior thereto, Ms.
O'Donnell was self-employed as an attorney
specializing in the practice of corporate and
securities law.
During the fiscal year ended May 31, 1995, the Board of Directors held
four formal Board meetings. Each Director of the Company attended more than 75
percent of the meetings of the Board of Directors held during the period when
such individual was a Director.
The Company does not have any standing nominating committee of the Board of
Directors.
The Company has an audit committee of the Board of Directors of which Mr.
Buechner, Dr. Mull and Mr. Rosenthal are members. The audit committee performs
various functions involving the supervision of the Company's financial affairs,
including reviewing the Company's annual audits and overseeing its internal
control procedures. During the fiscal year ended May 31, 1995, three meetings
of the audit committee were held and each member attended at least 75 percent of
said meetings.
The Company has a compensation committee of the Board of Directors of
which Dr. Mull, Mr. Rosenthal and Dr. Russo are members. During the fiscal year
ended May 31, 1995, one meeting of the compensation committee was held and each
member attended at least 75 percent of said meetings.
The Company also has an executive committee of the Board of Directors of
which Mr. Buechner, Dr. Klamm and Mr. Rosenthal are currently members. The
executive committee is empowered to act on behalf of the Board between Board
meetings as well as serve as the compensation committee. During the fiscal year
ended May 31, 1995, no meetings of the executive committee were held.
To the best of the Company's knowledge, during the fiscal year ended May
31, 1995 or prior years, no person who was a director, officer, or beneficial
owner of more than 10% of any class of equity securities of the registrant
registered pursuant to Section 12, failed to file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934, as amended.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information about the compensation paid or
accrued by the Company during the fiscal years ended May 31, 1995, 1994 and 1993
to the Company's Chief Executive Officer and to each of the other most highly
compensated Executive Officers of the Company whose aggregate compensation
exceeded $100,000 in the fiscal year ended May 31, 1995.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------ -------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name Year Salary Bonus Compensation Award(s) Option/SARs Payouts Comp.
($) ($) ($) (#) (#) ($) ($)
--- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ullrich Klamm, Ph.D. 1995 108,848 25,000 25,200 - - - -
Chairman of the Board, 1994 105,574 15,000 19,600 - - - -
Chief Executive 1993 34,333 - - - 250,000 - -
Officer, President
Louis W. Boisvert, III 1995 86,250 25,000 - - - - -
Chief Financial Officer 1994 57,534 25,000 - - - - -
1993 - - - - - - -
Stanley L. Malkin, M.D. 1995 108,848 - 18,000 - - - -
Executive Medical 1994 105,574 - 16,600 - - - -
Director 1993 34,333 - - - - - -
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values
The following table sets forth information concerning the value of
unexercised stock options at the end of the 1995 fiscal year for the persons
named in the Summary Compensation Table.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexer- Value of Unexercised
Shares Value cised Options at In-The-Money Options at
Acquired Realized Fiscal Year End Fiscal Year End ($)
Name on Exercise(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------------- --- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Ullrich Klamm, Ph.D. 0 0 250,000/0 0/0
Stanley L. Malkin, M.D. 0 0 250,000/0 0/0
</TABLE>
Employment Contracts and Termination of Employment and Change-In-Control
Arrangements
Pursuant to employment contracts with the Company, Dr. Klamm and Dr.
Malkin each receive compensation of $100,000 with annual increases equal to the
increase in the Consumer Price Index and an incentive bonus of 5 percent of any
increase in the Company's consolidated net income, before extraordinary items
and income taxes, ("Net Income") from the fiscal year ending May 31, 1992, and
thereafter from any subsequent year in which Net Income was greater than Net
Income for fiscal year ended May 31, 1992. The employment contracts are for a
term of four years commencing February 1, 1993.
Compensation of Directors
All Directors, except Dr. Klamm, are paid directors' fees of $500 per
meeting attended and are reimbursed for all out-of-pocket expenses incurred in
connection with their duties as directors.
On February 12, 1993, the Board of Directors approved the grant of stock
options to non-employee directors as follows: on June 1 of each year commencing
in 1993 each non- employee director will be granted fully-vested options to
purchase 2,500 shares of the Company's Common Stock at the closing price on that
date, exercisable for a period of five years. On August 31, 1994, the Board of
Directors approved the grant of stock options to non-employee directors elected
at or after the Annual Meeting of Shareholders held on November 14, 1994 to
purchase 2,500 shares upon their election, and an additional 2,500 shares on
each anniversary thereafter while such director continues to serve the Company
as such, with a maximum of 10,000 shares to be granted to any director during
the term of his office. The exercise price of each option is the fair market
value of the Common Stock on the date the options are granted, with an option
expiration date of five years after the date of grant or the date on which a
director ceases to serve as such, whichever is sooner.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has retained, subject to shareholder ratification, Coopers &
Lybrand as the Company's independent public accountants for the fiscal year
ending May 31, 1996. Coopers & Lybrand has served as the Company's independent
public accountants since 1986, and has no financial interest, either direct or
indirect, in the Company. Representatives of Coopers & Lybrand are expected to
be present at the Annual Meeting to make a statement, if they wish to do so, and
to be available to answer appropriate questions from shareholders at such time.
If the shareholders do not ratify the appointment of Coopers & Lybrand, as the
Company's independent public accountants, the Board of Directors will consider
the selection of another accounting firm.
The Board of Directors recommends a vote in favor of this proposal.
DEADLINE FOR REPORT OF SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 Annual Meeting
of Shareholders of the Company must be received by the Company no later than
June 8, 1996 at its principal executive offices, Attention: Secretary, for
inclusion in the proxy statement and form of proxy relating to the 1996 Annual
Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
Ullrich Klamm, Ph.D.,
Chairman and President
Fort Lauderdale, Florida
October 9, 1995
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS OF CANCER TREATMENT HOLDINGS, INC.
4491 South State Road Seven, Suite 200
Fort Lauderdale, Florida 33314
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CANCER TREATMENT HOLDINGS, INC.
The undersigned hereby appoints Ullrich Klamm, Ph.D. and Louis W.
Boisvert, III, as Proxies, and each or any of them, with power of substitution,
with the power to represent and to vote, as designated hereon, at the Annual
Meeting of the Shareholders of Cancer Treatment Holdings, Inc. to be held on
November 16, 1995, at 9:00 a.m., Eastern Standard Time, at the Tower Club, One
Financial Plaza, Fort Lauderdale, Florida 33314, or any adjournment thereof, all
shares of the Common Stock of Cancer Treatment Holdings, Inc. which the
undersigned owns of record as of October 6, 1995, and with the same effect as if
the undersigned is personally present at said Annual Meeting or any
adjournment(s) thereof.
1. Election of two Directors (For all nominees, except as marked below.)
[ ] FOR [ ] WITHHOLD AUTHORITY
Jack W. Buechner John P. Rosenthal
________________________________________________________________________________
2. To ratify the appointment of Coopers & Lybrand, as the Company's
independent public accountants, for the fiscal year ending May 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To act upon such other matter or matters which may properly come before
the meeting or any adjournment(s) thereof.
(See reverse side)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF COOPERS &
LYBRAND, AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
Dated: 1995
__________________________________________________
Signature
__________________________________________________
Signature
(Please sign exactly as your name appears hereon.
If the stock is registered in the names of two or
more persons, each should sign. Executors,
administrators, trustees, attorneys and corporate
officers should add their titles. PLEASE FILL IN,
DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE PAID RETURN ENVELOPE.)
