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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] 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)
NOT APPLICABLE
(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:
NOT APPLICABLE.
(2) Aggregate number of securities to which transaction applies:
NOT APPLICABLE.
(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): NOT APPLICABLE.
(4) Proposed maximum aggregate value of transaction: NOT APPLICABLE.
(5) Total fee paid: NOT APPLICABLE.
[ ] 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: NOT APPLICABLE.
(2) Form, Schedule or Registration Statement No.: NOT APPLICABLE.
(3) Filing Party: NOT APPLICABLE.
(4) Date Filed: NOT APPLICABLE.
<PAGE>
CANCER TREATMENT HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 14, 1996
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 14, 1996, at the Treasure Island Hotel, Second Floor Convention Level,
3300 Las Vegas Blvd. South, Las Vegas, Nevada 89109 at 9:30 a.m. 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, 1997; 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 September 24,
1996 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
September 26, 1996
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.
<PAGE>
CANCER TREATMENT HOLDINGS, INC.
4491 SOUTH STATE ROAD SEVEN, SUITE 200
FORT LAUDERDALE, FLORIDA 33314
(954) 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 14, 1996, 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 September 26, 1996.
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 September 24, 1996 will be entitled to notice of and to vote at the
Annual Meeting and all adjournments thereof. As of the close of business on
September 24, 1996, the Company had outstanding 3,336,476 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.
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<PAGE>
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 19.6% 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 September 24, 1996, 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 480,667(3) 12.8%
Stanley L. Malkin, M.D 278,000(4) 7.8%
Louis W. Boisvert, III 42,800(5) 1.3%
Jack W. Buechner 10,000(6) *
John C. Mull, M.D 115,000(7) 3.4%
John P. Rosenthal 86,289(8) 2.6%
Salvatore P. Russo, Ph.D 6,000(9) *
All officers and directors
as a group (8 persons) 757,756(10) 19.6%
- -------------------
* Represents less than 1% of the outstanding Company Common Stock.
Footnotes appear on next page
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<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 September 24, 1996, 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 September
24, 1996 have been exercised.
(3) Consists of 416,667 shares subject to presently exercisable options,
50,000 shares owned individually and 14,000 shares owned by an
affiliated corporation.
(4) Consists of 250,000 shares subject to presently exercisable options,
14,000 shares owned individually and 14,000 shares owned through an
affiliated corporation.
(5) Includes 40,000 shares subject to presently exercisable options.
(6) Includes 10,000 shares subject to presently exercisable options.
(7) Includes 5,000 shares subject to presently exercisable options.
(8) Includes 19,000 shares subject to presently exercisable warrants and
10,000 shares subject to presently exercisable options.
(9) Includes 5,000 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 17,000
shares (including 16,000 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
1996 Annual Meeting of Shareholders, shareholders will elect two directors.
Ullrich Klamm, Ph.D. and John C. Mull, M.D. are nominated to serve until the
1999 Annual Meeting of Shareholders and until their successors are duly elected
and qualified.
Salvatore P. Russo, Ph.D. will continue to serve as a Director in
the class whose term expires in 1997. Jack W. Buechner and John P. Rosenthal
will continue to serve as Directors in the class whose term expires in 1998.
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.
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<PAGE>
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AT THIS YEAR'S ANNUAL MEETING
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
- ---- --- -------------------- -------- -------
<S> <C> <C> <C> <C>
Ullrich Klamm, Ph.D. 57 Chairman of the Board, Chief 1993 1999
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. 62 Partner, Hutchinson Clinic, 1994 1999
P.A., a medical practice
since 1967. Director,
Central Bank & Trust Co.
from 1972 to present.
CURRENT DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE 1996 ANNUAL MEETING
Jack W. Buechner 56 Attorney at the Washington, 1993 1998
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 63 Senior Vice President of 1993 1998
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.
4
<PAGE>
Salvatore P. Russo, 66 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 34 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 33 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 39 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.
</TABLE>
During the fiscal year ended May 31, 1996, 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, 1996, four
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, 1996, one meeting of the compensation committee was held and each
member attended at least 75 percent of said meetings.
5
<PAGE>
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, 1996, no meetings of the executive committee were held.
To the best of the Company's knowledge, during the fiscal year ended
May 31, 1996 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, 1996, 1995 and
1994 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 $100,000 in the fiscal year ended May 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------- ----------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION AWARD(S) OPTION/SARS PAYOUTS COMP.
($) ($) ($) (#) (#) ($) ($)
--- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ullrich Klamm, Ph.D. 1996 108,848 30,000 25,400 - 250,000 - -
Chairman of the Board, 1995 105,574 25,000 25,200 - - - -
Chief Executive Officer, 1994 103,200 15,000 19,600 - - - -
President
Louis W. Boisvert, III 1996 100,000 25,000 - - - - -
Chief Financial Officer 1995 86,250 25,000 - - - - -
1994 57,534 25,000 - - - - -
Stanley L. Malkin, M.D. 1996 108,848 9,000 18,000 - - - -
Executive Medical 1995 105,574 - 18,000 - - - -
Director 1994 103,200 - 16,600 - - - -
</TABLE>
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<PAGE>
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 1996 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 0 333,334/166,666 0/0
Louis W.
Boisvert, III 0 0 25,000/35,000 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 base 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
(the "Base Year"), and thereafter from any subsequent year in which Net Income
was greater than Net Income for the Base Year. Dr. Malkin's contract will expire
on February 1, 1997. Dr. Klamm's contract will expire on February 1, 2001 and,
effective February 1, 1997, Dr. Klamm's base compensation was increased to
$125,000 and the Base Year was changed to the fiscal year ending May 31, 1998.
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.
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<PAGE>
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, 1997. 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 1997 Annual
Meeting of Shareholders of the Company must be received by the Company no later
than May 29, 1997 at its principal executive offices, Attention: Secretary, for
inclusion in the proxy statement and form of proxy relating to the 1997 Annual
Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
Ullrich Klamm, Ph.D.,
Chairman and President
Fort Lauderdale, Florida
September 26, 1996
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