<PAGE>
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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 20, 1997
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 20, 1997, at the offices of the Company, 4491 South State Road Seven
(Suite 200), Fort Lauderdale, FL 33314 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 one person to the Board of Directors to serve
for a term of three years and until his successor is duly
elected and qualified;
(2) To ratify the appointment of Coopers & Lybrand, L.L.P. as the
Company's independent public accountants, for the fiscal year
ending May 31, 1998; 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 22,
1997 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, 1997
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 20, 1997, 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, 1997.
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 22, 1997 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 22, 1997, 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 one
Director 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 22.2% 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.
1
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth, as of September 22, 1997, 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. 564,000 (3) 14.7%
Stanley L. Malkin, M.D. 278,000 (4) 7.8%
Louis W. Boisvert, III 57,800 (5) 1.7%
Jack W. Buechner 10,000 (6) *
Tina M. Kovach 20,000 (7) *
Thomas F. Mazzei 20,000 (8) *
John C. Mull, M.D. 117,500 (9) 3.5%
John P. Rosenthal 86,289 (10) 2.6%
Salvatore P. Russo, Ph.D. 8,500 (11) *
All officers and directors
as a group (13 persons) 884,089 (12) 22.2%
* Represents less than 1% of the outstanding Company Common Stock.
- -------------
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such persons within 60 days from September 22, 1997, 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, 1997 have been exercised.
(3) Consists of 500,000 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 55,000 shares subject to presently exercisable options.
(6) Includes 10,000 shares subject to presently exercisable options.
Footnotes (7) through (12) continue on next page
2
<PAGE>
Footnotes from preceding page:
(7) Includes 20,000 shares subject to presently exercisable options.
(8) Includes 20,000 shares subject to presently exercisable options.
(9) Includes 7,500 shares subject to presently exercisable options.
(10) Includes 19,000 shares subject to presently exercisable warrants and
10,000 shares subject to presently exercisable options.
(11) Includes 7,500 shares subject to presently exercisable options.
(12) Includes shares issuable upon exercise of presently exercisable
warrants and options, as described in the Notes above. No securities
are beneficially owned by other officers of the Company, including
Kenneth Neeley, Richard Nevin, Carol Befanis O'Donnell, Cheri Oquist,
M.D. and Francine Orsini.
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
1997 Annual Meeting of Shareholders, shareholders will elect one director.
Salvatore P. Russo, Ph.D. is nominated to serve as a Director until the 2000
Annual Meeting of Shareholders and until his successor is duly elected and
qualified.
Jack W. Buechner and John P. Rosenthal will continue to serve as
Directors in the class whose term expires in 1998. Ullrich Klamm, Ph.D. and John
C. Mull, M.D. will continue to serve as Directors in the class whose term
expires in 1999.
The names of the nominee 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.
Nominee for Election at this Year's Annual Meeting
<TABLE>
<CAPTION>
Director Term
Name Age Principal Occupation Since Expires
- ---- --- -------------------- -------- --------
<S> <C> <C> <C> <C>
Salvatore P. Russo, 67 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.
</TABLE>
Current Directors Whose Terms Will Continue After The 1997 Annual Meeting
<TABLE>
<S> <C> <C> <C> <C>
Jack W. Buechner 57 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
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Arlington, Virginia, and
President of the
International Republican
Institute, a foundation
that promotes democracy in
foreign countries. From
1986 to 1990, a United
States Representative from
the State of Missouri.
Ullrich Klamm, Ph.D. 58 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. 63 Partner, Hutchinson Clinic, 1994 1999
P.A., a medical practice
since 1967. Director,
Central Bank & Trust Co.
from 1972 to present.
John P. Rosenthal 64 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.
</TABLE>
Executive Officers of the Company and Company Subsidiary Who Are Not Directors
<TABLE>
<S> <C> <C>
Louis W. Boisvert, III 35 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.
Tina M. Kovach 40 Vice President of Clinical Services of the Company's
Home Health Division since April 1996. For more than
seven years prior thereto, Ms. Kovach served with Mr.
Mazzei as Co-Administrator of Community Home Health,
Inc. of Pompano Beach, FL, where she was responsible
for financial and clinical operations of a medicare-certified
home health agency.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
Thomas F. Mazzei 50 President of the Company's Home Health Division since
April 1996. For more than seven years prior thereto, Mr.
Mazzei served as Co-Administrator of Community Home
Health, Inc. of Pompano Beach, FL, where he was
responsible for financial and clinical operations of a
medicare-certified home health agency.
Kenneth L. Neeley 33 Treasurer of the Company since August 1997, and
Controller since January 1997. From May 1996 to
January 1997, Mr. Neeley served as Controller of Anda
Generics, Inc., a generic drug manufacturer and
distributer. From March 1995 to May 1996, Mr. Neeley
was Manager of General Accounting for AlliedSignal
Aerospace, an aerospace firm. Mr. Neeley was Controller
of Pegasus Airwave, Inc. from February 1993 to
December 1994, and was an accounting consultant to
private firms for three months thereafter. From 1987 to
February 1993, Mr. Neeley was a senior auditor for
Deloitte and Touche, an accounting firm.
Richard I. Nevin 56 Vice President of Operations of the Company since
August 1997. From 1994 to 1996, Mr. Nevin was
employed by Vitas Healthcare Corporation as Executive
Vice President of Operations (Regional Vice President of
the Midwest Region from 1994 to 1995), with overall
responsibility for operations of more than 30 hospice
programs. From 1992 to 1994, Mr. Nevin was Vice
President of Business Development for Option Care, Inc.,
where he was responsible for development of home
health and infusion therapy center business.
Carol B. O'Donnell 40 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.
Cheri Oquist, M.D. 46 Vice President of Medical Affairs since November 1996
and an employee of the Company and its subsidiary since
August 1995. From April 1994 to August 1995, Dr.
Oquist was Director of Operations for Federal Health Care
Services. From January 1992 to March 1993, Dr. Oquist
was Director of Billing for Hospital Staffing Services. Dr.
Oquist is also a medical consultant and medical advisor to
researchers and clinics in the Caribbean and Mexico,
respectively.
Francine Orsini 39 Assistant Secretary of the Company since November
1996 and Assistant to the Chairman and President of the
Company since September 1995. For twelve years
immediately prior thereto, Ms. Orsini was the assistant to
the Senior Managing Partner of the law firm of Olle,
Macaulay & Zorrilla, P.A.
</TABLE>
5
<PAGE>
During the fiscal year ended May 31, 1997, 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, 1997, 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, 1997, 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, 1997, no meetings of the executive committee were held.
To the best of the Company's knowledge, during the fiscal year ended
May 31, 1997 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, 1997, 1996 and
1995 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 $100,000 in the fiscal year ended May 31, 1997.
6
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name Year Salary Bonus Compensation Award(s) Option/SARs Payouts Comp.
($) ($) ($) (#) (#) ($) ($)
--- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ullrich Klamm, Ph.D. 1997 115,250 - 26,400 - - - -
Chairman of the Board, 1996 108,848 30,000 25,400 - 250,000 - -
Chief Executive Officer, 1995 105,574 25,000 25,200 - - - -
President
Louis W. Boisvert, III 1997 110,000 - - - - - -
Chief Financial Officer 1996 100,000 25,000 - - 35,000 - -
and Vice President 1995 86,250 25,000 - - - - -
of Finance
Thomas F. Mazzei 1997 150,000 - 6,000 - 60,000 - -
President of Home Health 1996 - - - - - - -
Division 1995 - - - - - - -
Tina M. Kovach 1997 150,000 - 6,000 - 60,000 - -
Director of Clinical 1996 - - - - - - -
Services 1995 - - - - - - -
</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 1997 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 0 416,667/83,333 0/0
Louis W.
Boisvert, III 0 0 45,000/15,000 0/0
Thomas F. Mazzei 0 0 20,000/60,000 0/0
Tina M. Kovach 0 0 20,000/60,000 0/0
</TABLE>
Employment Contracts and Termination of Employment and Change-In-Control
Arrangements
Pursuant to an employment contract with the Company, Dr. Klamm receives
base compensation of $125,000 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, 1998 (the "Base Year"), and
thereafter from any subsequent year in which Net Income was greater than Net
Income for the Base Year. In the event of the termination of Dr. Klamm's
employment contract without cause, Dr. Klamm would receive $500,000. Dr. Klamm's
contract will expire on February 1, 2001.
7
<PAGE>
Pursuant to employment contracts with the Company, each of Thomas F.
Mazzei and Tina M. Kovach received a sign-on bonus in the amount of $100,000 and
receives base compensation of $150,000, with quarterly bonuses not to exceed
120% of the sum of the Annual Base Salary and Quarterly Bonuses for the same
quarters of the prior year. The contracts also provide for the grant of options
to acquire 60,000 shares of the Company's common stock at an exercise price of
$4.00 per share, exercisable at increasing increments over the term of the
contract. In the event of the termination of either of the employment contracts
without cause, the employee would be entitled to receive Base Salary and the
Quarterly Bonus for the remainder of the term, and all options granted under
such contract would survive the termination. Each of the contracts will expire
in April 2001.
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, L.L.P. as the Company's independent public accountants for the fiscal
year ending May 31, 1998. 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 1998 Annual
Meeting of Shareholders of the Company must be received by the Company no later
than May 29, 1998 at its principal executive offices, Attention: Secretary, for
inclusion in the proxy statement and form of proxy relating to the 1998 Annual
Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
Ullrich Klamm, Ph.D.,
Chairman and President
Fort Lauderdale, Florida
September 26, 1997
8
