ACCUHEALTH, INC.
1575 BRONX RIVER AVENUE
BRONX, NEW YORK 10460
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 7, 1997
The Annual Meeting of Shareholders of Accuhealth, Inc. (the "Company")
will be held on November 7, 1997, at 8:30 A.M. local time at the offices of
Proskauer Rose LLP, 1585 Broadway, 26th Floor, New York, New York 10036, for the
following purposes:
1. To elect each of three persons to serve as a director of a
class to hold office until the 2000 Annual Meeting of
Shareholders;
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 19,
1997, as the record date to determine the shareholders entitled to notice of,
and to vote at, the Annual Meeting of Shareholders.
You are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
Elisa Lovato
Secretary
October 22, 1997
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO INSURE THAT YOUR SHARES ARE VOTED.
1
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ACCUHEALTH, INC.
1575 BRONX RIVER AVENUE
BRONX, NEW YORK 10460
PROXY STATEMENT
GENERAL
This Proxy Statement and the accompanying proxy card is furnished in
connection with the solicitation of proxies by the Board of Directors of
Accuhealth, Inc. (the "Company") for the Annual Meeting of Shareholders to be
held at the offices of Proskauer Rose LLP, 1585 Broadway, 26th Floor, New York,
New York 10036, on Friday, November 7, 1997, at 8:30 A.M. local time (the
"Annual Meeting"), and for any adjournments thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders (the "Notice of
Meeting").
In an effort to have as large a representation at the Annual Meeting as
possible, proxy solicitations may be made in person or by telephone by
directors, officers and employees of the Company, without added compensation.
The Company will bear the entire cost of soliciting proxies hereunder and, upon
request, will reimburse nominees for their reasonable out-of-pocket expenses in
sending proxy materials to beneficial owners.
RECORD DATE AND VOTING SECURITIES
Only shareholders of record as at the close of business on September
19, 1997 (the "Record Date") are entitled to vote at the Annual Meeting. On the
record date there were issued and outstanding 1,825,150 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock") and 1,350,000 shares
of the Company's 6% Cumulative Convertible Preferred Stock, par value $.01 per
share (the "Preferred Stock"). Each outstanding share of Common Stock or
Preferred Stock is entitled to one vote upon each matter to be acted upon at the
Annual Meeting. The holders of a majority of the aggregate of the outstanding
Common Shares and Preferred Shares (the "Shares") shall constitute a quorum.
The approximate date on which this Proxy Statement, the accompanying
form of proxy and the 1997 Annual Report will first be sent or given to
shareholders is October 22, 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth existing ownership as of September 19,
1997, with respect to the beneficial ownership of shares of Common Stock by (i)
each person known by the Company to be the beneficial owner of 5% or more of the
outstanding shares of Common Stock, (ii) each nominee for director, (iii) each
director, (iv) each current executive officer named in the Summary Compensation
Table below and (v) all officers and directors as a group, and the percentage of
the outstanding shares of Common Stock represented thereby.
2
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<TABLE>
<CAPTION>
Amount of Nature
Name of of Beneficial
Beneficial Owner(1) Ownership(1) Percent of Class(2)
- --------------------------------------- --------------------------------- ---------------------------------
<S> <C> <C>
Glenn C. Davis 315,638(3)(4)(5) 16.0
c/o Accuhealth, Inc.
1575 Bronx River Ave.
Bronx, New York, 10460
Stanley Goldstein 351,779(3)(4)(6) 17.6
c/o Accuhealth, Inc.
1575 Bronx River Ave.
Bronx, New York, 10460
E. Virgil Conway 22,624(11)(12) 1.2
Donald B. Louria, M.D. 36,000(7) 2.4
Sally Hernandez-Pinero 6,000(12) *
Corbett A. Price 27,599(11) 1.5
Special Situation Fund III, L.P. 617,397(8) 27.4
153 East 53 Street
New York, New York 10022
Penfield Partners, L.P. 284,528(9) 14.1
153 East 53 Street
New York, New York 10022
Special Situations Cayman Fund, L.P. 215,268(10) 11.0
153 East 53 Street
New York, New York 10022
CMNY Capital II, L.P. 302,703(13) 14.6
Emanuel Geduld 90,784(9)(14) 4.8
ProHealthCare, Inc. 300,000(16) 16.4
All Directors and Executive Officers 735,640(15) 33.3
as a Group (10 persons)
</TABLE>
- -----------------------
* Percentage of shares beneficially owned does not exceed 1% of
the class.
(1) As used herein, the term "beneficial ownership" with respect
to a security is defined by Rule 13d-3 under the Securities
Exchange Act of 1934 as consisting of sole or shared voting
power (including the power to vote or direct the vote) and/or
sole or shared investment power (including the power to
dispose or direct the disposition of the shares) with respect
to the security through any contract, arrangement,
understanding, relationship or otherwise,
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including a right to acquire such power(s) during the next 60
days. Unless otherwise noted, beneficial ownership consists of
sole ownership, voting and investment rights.
(2) Percent of class assumes issuance of the shares subject to
currently exercisable options and shares issuable upon the
conversion of 6% Preferred Stock, as well as an equivalent
increase in the number of shares outstanding.
(3) Includes 100,000 shares issuable pursuant to currently
exercisable stock options.
(4) Includes shares owned of record and beneficially for the
following:
Glenn C. Davis
Stanley Goldstein
(5) Includes 50,000 shares issuable upon conversion of 50,000
shares of 6% Preferred Stock.
(6) Includes 78,000 shares issuable upon conversion of 78,000
shares of 6% Preferred Stock.
(7) Includes 15,000 shares issuable pursuant to currently
exercisable stock options and 21,000 shares owned directly or
in trust for the benefit of members of Dr. Louria's family.
(8) Includes 178,054 shares owned of record and beneficially and
425,000 shares issuable upon conversion of 425,000 shares of
6% Preferred Stock.
(9) Includes 33,200 shares owned of record and beneficially and
245,000 shares issuable upon conversion of 245,000 shares of
6% Preferred Stock.
(10) Includes 73,146 shares owned of record and beneficially and
137,500 shares issuable upon conversion of 137,500 shares of
6% Preferred Stock.
(11) Includes 17,262 shares owned of record and beneficially and
10,000 shares issuable upon conversion of 10,000 shares of 6%
Preferred Stock.
(12) Includes 6,000 shares issuable pursuant to currently
exercisable stock options.
(13) Includes 44,266 shares owned of record and beneficially and
250,000 shares issuable upon conversion of 250,000 shares of
6% Preferred Stock.
(14) Includes 13,253 shares owned of record and beneficially and
75,000 shares issuable upon conversion of 75,000 shares of 6%
Preferred Stock.
(15) Includes 349,647 shares owned of record and beneficially,
266,334 shares issuable pursuant to currently exercisable
stock options and 148,000 shares issuable upon conversion of
148,000 shares of 6% Preferred Stock.
(16) Includes 300,000 shares issued pursuant to the acquisition of
ProHealthCare, Inc. on July 1, 1997.
4
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of Forms 3, 4 and 5 (and amendments thereto)
furnished to the Company, and certain written representations received by it,
the Company is not aware of any person who, during the prior fiscal year, was a
director, officer or beneficial owner of more than 10% of its outstanding Common
Stock, during (or with respect to) the prior or (except as may have been
previously reported) previous fiscal year, who failed to file with the
Securities and Exchange Commission on a timely basis reports required by Section
16 (a) of the Securities Exchange Act of 1934, except that one Form 4 for Mr.
Corbett A. Price was inadvertently filed after the due date thereof, and two
Form 5s for Donald B. Louria, M.D. were inadvertently filed after the due date
thereof.
PART III
--------
ITEM 11. EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION AND
NOMINATIONS COMMITTEE ON EXECUTIVE COMPENSATION
Glenn C. Davis, the President and Chief Executive Officer of the
Company, is employed pursuant to is employed pursuant to an employment agreement
(see COMPENSATION OF DIRECTORS AND OFFICERS -- EMPLOYMENT AGREEMENT). The Board
of Directors renewed Mr. Davis's employment agreement, and approved a $25,000
bonus, in light of the Company's performance during fiscal year 1997, Mr. Davis'
qualifications and its desire to provide an inducement to Mr. Davis to focus on
the long-term growth and profitability of the Company in the discharge of his
duties. Factors considered in determining Mr. Davis's bonus included the
Company's success in diversifying its core home care business, in strengthening
its competitive position in the home care marketplace, and in bringing the
Company's expenses into line with revenues.
SUBMITTED BY
SALLY HERNANDEZ-PINERO AND E. VIRGIL CONWAY.
COMPENSATION AND NOMINATIONS COMMITTEE
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return (assuming an
investment of $100 on April 1, 1992) of Accuhealth, Inc., the NASDAQ Market
Index and a group of peer companies selected by the Company (the "Peer Group").
The members of the Peer Group, all of which engage in the home care and/or
infusion business, include: Coram Healthcare Corp., Health Professionals, Inc.,
Hospital Staffing Services, Inc., Inhome Health, Inc., Maxicare Health Plans,
Inc., Mid Atlantic Medical Services, Inc. and Olsten Corp. The prices of
Accuhealth, Inc. common stock represented as of March 31, 1993 and 1994 are
extrapolated due to the suspension of trading in the stock on March 1, 1993 to
the resumption of trading in the Company's stock on November 15, 1994.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG ACCUHEALTH, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
[The following table represents the plot points of a graphic chart for a
performance graph.]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------------------------------
3/92 3/93 3/94 3/95 3/96 3/97
<S> <C> <C> <C> <C> <C> <C>
ACCUHEALTH, INC. 100 86 21 38 21 36
PEER GROUP 100 119 169 190 188 115
NASDAQ STOCK MARKET (U.S.) 100 115 124 138 187 208
</TABLE>
* $100 invested on 3/31/92 in stock or index - including reinvestment of
dividends.
Fiscal year ending March 31.
ELECTION OF DIRECTORS
The Company's Board consists of six directors, divided into three
classes, consisting respectively of three, two and one directors. The three
current nominees are proposed to be elected at the Annual Meeting for a term of
three years.
The Board of Directors has nominated Glenn C. Davis, Donald B. Louria,
M.D. and Sally Hernandez-Pinero (the "Nominees"), each of whom currently serves
as directors of the class whose terms will expire at the 1997 Annual Meeting.
Proxies cannot be voted for more than three persons.
The Board of Directors has no reason to expect that the Nominees will
be unable to stand for election. In the event that a vacancy among the original
nominees occurs prior to the Annual Meeting, the persons named as proxies or
their substitutes may nominate and may vote for other persons in their
discretion.
It is the intent of the persons named as proxies to vote Shares
represented by proxies for the election of each Nominee, unless authority to so
vote has been withheld or a contrary specification made. Proxies cannot be voted
for a greater number of persons than the number of Nominees named in this Proxy
Statement.
Listed below are the executive officers and directors of the Company at
September 19, 1997:
<TABLE>
<CAPTION>
ANNUAL MEETING
OFFICER OR AT WHICH
NAME DIRECTOR SINCE AGE POSITION TERM WILL EXPIRE
---- -------------- --- -------- ----------------
<S> <C> <C> <C> <C>
E. Virgil Conway 1994 67 Director 1999
</TABLE>
6
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<TABLE>
<CAPTION>
ANNUAL MEETING
OFFICER OR AT WHICH
NAME DIRECTOR SINCE AGE POSITION TERM WILL EXPIRE
---- -------------- --- -------- ----------------
<S> <C> <C> <C> <C>
Glenn C. Davis 1994 48 President, Chief 1997
Executive Officer and
Director
Stanley Goldstein 1994 61 Chairman and Director 1998
Donald B. Louria, MD 1994 68 Director 1997
Sally Hernandez-Pinero 1994 44 Director 1997
Corbett A. Price 1994 47 Director 1999
</TABLE>
Set forth below are brief summaries of the business experience of the
persons who were directors as of September 19, 1997:
E. VIRGIL CONWAY chairs the Company's Audit and Stock Option Committees
and was elected a director on April 29, 1994. Mr. Conway is a member of the
Executive and Compensation and Nominations Committees. Since May 16, 1995, he
has served as Chairman of the Board of the Metropolitan Transportation
Administration of the City of New York and, from 1989 to 1996, he served as
Chairman of the Audit Committee of the City of New York. From 1992 until July
1995, Mr. Conway served as Chairman of the Financial Accounting Standards
Advisory Council. From 1968 through 1988, Mr. Conway served as Chairman and
Chief Executive Officer and as a director of the Seamen's Bank for Savings, FSB.
From 1986 until 1989, Mr. Conway also served as Vice Chairman of Seamen's
Corporation. From 1967 to 1968, Mr. Conway served as an Executive Vice President
and Trustee at the Manhattan Savings Bank. From 1964 to 1967, Mr. Conway served
as First Deputy Superintendent of Banks of the State of New York and Secretary
of the New York State Banking Board. Mr. Conway specializes in financial
consulting. Mr. Conway serves on several corporate boards, including Union
Pacific Corporation, Con Edison, HRE, a real estate investment trust, Trism,
Inc., a specialized trucking firm, and mutual funds managed by Phoenix Home
Life.
GLENN C. DAVIS became President of Accuhealth Home Care, Inc. in
December 1993, and became a director, Chief Executive Officer and President of
the Company on February 3, 1994. Mr. Davis is a member of the Executive
Committee. Mr. Davis served as the Treasurer of the Company from April 29, 1994
until August 5, 1994. From June 1993 until June 30, 1995, Mr. Davis was a
general partner of Capstone Management Company, an investment partnership
engaged principally in the initiation, acquisition and management of businesses
in the health care industry. Mr. Davis is a certified public accountant. From
1980 until January 1993, Mr. Davis was a partner with Coopers & Lybrand, an
international accounting and consulting firm.
STANLEY GOLDSTEIN was elected Chairman of the Company's Board of
Directors on April 29, 1994. Mr. Goldstein has been a private investor from 1981
until the present. Mr. Goldstein is Chairman of the Executive Committee. From
June 1993 until June 30, 1995, Mr. Goldstein was a general partner of Capstone
Management Company, an investment partnership engaged principally in initiation,
acquisition and management of businesses in the health care industry. Mr.
Goldstein is a certified public accountant. From 1964 until 1981, Mr. Goldstein
was the founder and Managing Partner of Goldstein Golub Kessler & Company,
Certified Public Accountants. Mr. Goldstein serves on the boards of directors of
Security Mutual Life Insurance Company and Security Equity Life Insurance
Company.
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DONALD B. LOURIA, M.D., M.A.C.P. was elected a director on April 29,
1994. He is a member of the Professional Conduct Committee. Dr. Louria has been
a Professor and Chairman of the Department of Preventive Medicine and Community
Health of the University of Medicine and Dentistry of New Jersey-New Jersey
Medical School from July 1969 until the present. Over the same period, among
other appointments, Dr. Louria has served as a consultant in Infectious Diseases
to Memorial Hospital for Cancer and Allied Diseases and, from 1971 until the
present, has served on the Consultant Medical Staff in Infectious Diseases at
St. Michael's Medical Center in Newark, New Jersey.
SALLY B. HERNANDEZ-PINERO was elected a director on September 20, 1994.
She chairs the Compensation and Nominations Committee and also serves on the
Professional Conduct Committee. Ms. Hernandez-Pinero is a member of the law firm
of Kalkines Arky Zall & Bernstein, where she is primarily engaged in public
finance, housing and economic development projects, low income tax credit
syndications and intergovernmental relations. Ms. Hernandez-Pinero served as
Chairwoman of the New York City Housing Authority from February 1992 to January
1994. In that position she had direct operational responsibility for the
nation's largest public housing program with 325 developments housing over
600,000 people, a staff of 16,000 and a budget of $1.45 billion. From January
1990 to February 1992, Ms. Hernandez-Pinero was Deputy Mayor for Finance and
Economic Development, in which position she designed and supervised the
development and implementation of business, industrial and commercial
development policies for the City of New York. From January 1988 to January 1990
she served as Commissioner/Chairwoman of the Board of Directors of the Financial
Services Corporation of New York City where she developed and implemented the
course of action and priorities for that agency's economic development programs.
Prior to January 1988, Ms. Hernandez-Pinero served as Deputy Borough President
of Manhattan; General Counsel to the State of New York Mortgage Agency, and as
an attorney with a number of community development and legal service
organizations. Ms. Hernandez-Pinero is a director of Consolidated Edison
Corporation and the Dime Savings Bank and National Income Realty Trust.
CORBETT A. PRICE was elected a director on September 20, 1994. Mr.
Price is a member of the Professional Conduct and Audit Committees. He is the
Chairman and Chief Executive Officer of KURRON, a New York based health care
management company which Mr. Price founded in January 1990. KURRON specializes
in the rehabilitation of distressed hospitals and health care systems. Mr. Price
began his career in health care management in 1975 at the Hospital Corporation
of America, where he served as a Vice President from 1983 to 1989. As head of
Hospital Corporation of America's Mid-Atlantic Division, he directed the
operations of approximately twenty hospitals in four states and the District of
Columbia. Mr. Price has advised the governments of Mexico, Barbados and Jamaica
on health care delivery systems and facilities.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended March 31, 1997, the Company had the
following committees of the Board of Directors:
AUDIT COMMITTEE. The Audit Committee is presently comprised of two
non-employee directors: E. Virgil Conway and Corbett A. Price. The Committee
reviews the engagement and independence of the Company's independent auditors,
reviews fees payable to and correspondence with the auditors, serves as a
conduit to the Board for reporting on the conduct and results of the audit,
including any irregularities that may be detected in the audit, and discusses
with the auditors their report and any significant issues arising in the course
of the audit. The Audit Committee met four times during the fiscal 1997.
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COMPENSATION AND NOMINATIONS COMMITTEE. The Compensation and
Nominations Committee, which met 1 time during fiscal 1997, consists of two
non-employee directors: E. Virgil Conway and Sally Hernandez-Pinero. The
Committee reviews, approves and makes recommendations to the Board with respect
to the Company's compensation policies, practices and procedures to ensure that
such policies, practices and procedures contribute to the success of the
Company. The Compensation and Nominations Committee also makes recommendations
to the Board with respect to prospective nominees to the Board. The Committee
will consider nominees recommended by security-holders, which recommendations
should be furnished in writing to the Chairman of the Committee at the Company's
principal office.
STOCK OPTION COMMITTEE. The members of the Stock Option Committee are
E. Virgil Conway (Chairman) and Stanley Goldstein. The Stock Option Committee
administers the Company's 1988 Stock Option Plan. The Stock Option Committee
held 1 meeting during fiscal 1997.
EXECUTIVE COMMITTEE. The Executive Committee consists of three
directors, Stanley Goldstein (Chairman), Glenn C. Davis, and E. Virgil Conway.
The Committee meets as necessary between regularly scheduled meetings to take
such action as it may deem advisable for the efficient operation of the Company.
The Committee has the authority to take all actions that could be taken by the
full Board of Directors, with certain exceptions. The Executive Committee met
four times during the 1997 fiscal year.
PROFESSIONAL CONDUCT COMMITTEE. The Professional Conduct Committee
consists of three non-employee directors, Donald B. Louria, M.D. (Chairman),
Sally Hernandez-Pinero and Corbett Price. The Committee reviews any complaints
about the conduct of any employee in inter-relationships with clients, advises
management with respect to the medical and ethical practices of the Company and
makes recommendations as to methods to ensure that the Company meets the highest
standards in the delivery of its services.
During the fiscal year ended March 31, 1997, the Board of Directors
held 4 meetings. No incumbent director attended fewer than 75% of those meetings
or of meetings of the committees on which he or she served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
From April 1, 1994 through May 31, 1994, the Company paid directors who
were not officers of the Company $2,000 per meeting attended. In June 1994, the
Board of Directors established a policy of paying directors who are not officers
or consultants a fee of $6,000 per annum plus $1,000 per annum ($2,000 per annum
for the Chair) for each committee on which they serve. Messrs. Conway and Price,
Dr. Louria and Ms. Hernandez-Pinero are eligible for the foregoing fees. The
Company does not intend to pay any fee to officers or consultants for serving as
directors. Effective June 28, 1994, the Company entered into a Consulting
Agreement with Mr. Goldstein for certain services to be rendered. Such
consulting agreement calls for a monthly consulting fee and expense
reimbursement of $5,000.
The following table sets forth all compensation earned, awarded or paid
by the Company to its Chief Executive Officer for the fiscal year ended March
31, 1997. No other person who was a director, executive officer or employee at
any time during the fiscal year ended March 31, 1997, received salary and bonus
in excess of $100,000 during or attributable to such fiscal year.
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<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation
--------------------------------------- -------------------
Name and All other
Principal Position Year Salary Bonus Compensation
- -------------------------------- ----------------- ------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Glenn C. Davis FY1997 $200,000 -- --
President and Chief FY1996 $219,229 -- $1,854
Executive Officer FY1995 $150,000 $100,000 $2,471
</TABLE>
EMPLOYMENT AGREEMENT
The Company renewed its employment agreement with Glenn C. Davis, its
President and Chief Executive Officer through May 2, 1998. Under the employment
agreement, the Company's President and Chief Executive Officer is entitled to an
annual salary at a rate of $250,000 and 25,000 shares of the Company's common
stock. The agreement also provides for a severance payment equal to 150% of his
annual compensation, including base salary and any initial bonus ("Annual
Compensation"), at the date of termination if (i) his employment is terminated
by him due to a breach of the agreement by the Company, (ii) the Company fails
to offer to extend his employment for additional terms of one year on the same
terms; or (iii) his employment terminates due to disability. If the employment
is terminated due to his death, the severance payment is equal to 50% of his
Annual Compensation at the date of death. The agreement further provides that,
in the event of a merger or sale of substantially all of the assets of the
Company, either the successor corporation or he may elect to terminate his
employment and that, if his employment is so terminated, he would be entitled to
receive a severance payment equal to 300% of his Annual Compensation at the date
of termination. In addition, the agreement provides that he will not compete
with the Company for 18 months after a termination of his employment, except
that, if such termination is by the Company for cause, the non-competition
period will be for 24 months.
STOCK OPTIONS
The following tables set forth information concerning exercisable
options during the fiscal year ended March 31, 1997, with respect to the Common
Stock. No stock options or stock appreciation rights were granted to executive
officers and no stock options or stock appreciation rights were exercised by
executive officers during such year.
Additional information required by this item is incorporated by
reference to the Company's Proxy Statement.
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FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares Underlying Value of Unexercisable in-the-Money
------------------------------------------- -------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Glenn C. Davis 100,000 100,000 (1) --
</TABLE>
- -----------------
(1) The option exercise price of such shares is $2.00 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of June 28, 1994, the Company entered into a Consulting Agreement
with Stanley Goldstein, who is Chairman of the Board. Mr. Goldstein does not
receive compensation for services provided as a director of the Company during
the term of his consulting agreement.
Pursuant to such Consulting Agreement, Mr. Goldstein provides
consulting services to the Company in, among other areas, capital financing,
mergers and acquisitions. The Company has agreed to pay consulting fees to Mr.
Goldstein in the amount of $4,000 per month and an office expense reimbursement
of $1,000 per month for use of Mr. Goldstein's offices and support facilities in
the performance of his consulting duties. The foregoing fees accrued but were
not paid during the prior fiscal year. In further consideration of Mr.
Goldstein's consulting services, the Company granted to Mr. Goldstein an option
to purchase 150,000 shares of Common Stock at prices ranging from $1.625 to
$3.00 per share.
OTHER BUSINESS
The Company expects to retain new independent auditors and has begun
the process of evaluating firms that may provide auditing services for fiscal
1997.
The Board of Directors does not know of any matters to be presented for
action at the Meeting other than as set forth in this Proxy Statement. If any
other business should properly come before the Meeting, the persons named in the
proxy intend to vote thereon in accordance with their best judgment.
VOTING PROCEDURES
At the Annual Meeting, shareholders will be requested to act upon the
matters set forth in this Proxy Statement. If you are not present at the Annual
Meeting, your shares can by voted only when represented by proxy. The shares
represented by your proxy will be voted in accordance with your directions if
the proxy is properly signed and returned to the Company at or before the Annual
Meeting. If no instructions are specified in the proxy, the shares represented
thereby will be voted for the nominees for the Board of Directors listed in this
Proxy Statement. If any other matters shall properly come before
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the Meeting, the enclosed proxy will be voted in accordance with the best
judgment of the persons voting such proxy.
Any proxy may be revoked at any time prior to it being voted be
delivering to the Company a written revocation to the Company to the attention
of the Inspector of Election, by properly executing and delivering to the
Company a later-dated proxy, or by attending the Annual Meeting, requesting the
return of the proxy and voting in person.
Directors shall be elected by a plurality of the votes cast at the
Annual Meeting. A shareholder voting through a proxy who abstains with respect
to the election of directors is considered to be present and entitled to vote on
the election of directors and is in effect casting a negative vote, but a
shareholder (including a broker) who does not give authority to a proxy to vote,
or withholds authority to vote, on the election of directors shall not be
considered present and entitled to vote on the election of directors. A
shareholder voting through a proxy who abstains with respect to any other matter
to come before the meeting is considered to be present and entitled to vote on
such matter and is in effect casting a negative vote, but a shareholder
(including a broker) who does not give authority to a proxy to vote, or
withholds authority to vote, on any such matter shall not be considered present
and entitled to vote thereon.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 1998
annual meeting of stockholders must be received by the Company for inclusion in
its proxy statement and form of proxy no later than May 15, 1998.
By Order of the Board of Directors
Elisa Lovato
Secretary
October 22, 1997
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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
ACCUHEALTH, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Character)
- --------------------------------------------------------------------------------
(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.
3. Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
4. Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
5. 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):
- --------------------------------------------------------------------------------
6. Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
7. 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 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:
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4. Date Filed:
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13
<PAGE>
ACCUHEALTH, INC.
1575 BRONX RIVER AVENUE
BRONX, NEW YORK 10460
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Stanley Goldstein and Glenn C. Davis
and each of them as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all the
shares of common stock of Accuhealth, Inc. held of record by the undersigned on
September 19, 1997, at the annual meeting of shareholders to be held on November
7, 1997 or any adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below for the term indicated WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
Terms will expire at the 2000 Annual Meeting: Glenn C. Davis, Donald B. Louris, M.D., Sally Hernandez-Pinero
INSTRUCTION: To withhold authority to vote for any individual nominee, draw a line through or strike out that nominee's name.
2. Upon or in connection with the transaction of such other business as may properly come before the meeting or any adjournment
thereof.
</TABLE>
<PAGE>
(CONTINUED FROM OTHER SIDE)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for election of each of the Nominees for Director and in accordance
with the best judgment of the Proxies with respect to any matter referred to in
2 above.
Dated:
---------------------------, 1997
---------------------------------
Signature
---------------------------------
Signature, if held jointly
Please sign exactly as name
appears. When shares are held by
joint members, both should sign.
When signing as attorney, please
give full title as such. If a
corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Indicate change of address on
attached label.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
