U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 3, 1997
To the Stockholders of
U.S. Bridge Corp.
NOTICE IS HEREBY GIVEN that a Annual Meeting of Stockholders of U.S.
Bridge Corp. ("the Company") will be held at the offices of Klarman & Associates
at 14 East 60th Street, Room 402, on December 3, 1997, at 10 a.m., New York
time, for the following purposes:
1. To vote on the proposal to elect three (3) Directors to the
Company's Board of Directors to hold office for a period of
one year or until their successors are duly elected and
qualified;
2. To vote on the proposal to authorize an amendment to the
Company's Certificate of Incorporation effecting authorize a
change of the name of the Company from U.S.
Bridge Corp. to USA Bridge Construction Corp.; and
3. To transact such other business as may properly be brought
before the meeting or any adjournment thereof.
The close of business on October 17, 1997 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed envelope to assure that your shares are represented
at the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Company, in writing, prior to the Annual Meeting of Shareholders.
By Order of the Board of Directors
Ronald J. Polito, Secretary
Dated: November 10, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE>
U.S. BRIDGE CORP.
53-09 97th Place
Corona, New York 11368
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on December 3, 1997
This proxy statement and the accompanying form of proxy were mailed on
November 10, 1997 to the stockholders of record (on October 17, 1997) of U.S.
Corp., a Delaware corporation ("the Company") in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting to be held on December 3, 1997 and at any adjournment thereof.
SOLICITATION, VOTING, AND REVOCABILITY OF PROXIES
Shares of the Company's Common Stock, par value $.001 per share, (the
"Common Stock") represented by an effective proxy in the accompanying form will,
unless contrary instructions are specified in the proxy, be voted FOR (i) the
proposal to elect of the three (3) persons nominated by the Board of Directors
to be Directors; and (ii) the proposal to amend the Certificate of Incorporation
to effect a change in the name of the Company from U.S. Bridge Corp. to USA
Bridge Construction Corp.
Any such proxy may be revoked at any time before it is voted. A
stockholder may revoke this proxy by (i) notifying the Secretary of the Company
either in writing prior to the Annual Meeting or in person at the Annual
Meeting; (ii) submitting a proxy bearing a later date; or (iii) or by voting in
person at the Annual Meeting. An affirmative vote of a plurality of the shares
of Common Stock, present in person or represented by proxy at the Annual Meeting
and entitled to vote thereon, is required to elect the Directors. A stockholder
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 at
the meeting, and his abstention is, in effect, a negative vote; however, a
stockholder (including a broker) who does not give authority to a proxy to vote
or who withholds authority to vote on the election of Directors shall not be
considered present and entitled to vote on the election of Directors. A
stockholder voting through a proxy who abstains with respect to approval of any
other matter to come before the meeting is considered to be present and entitled
to vote on that matter, and his abstention is, in effect, a negative vote;
however a stockholder (including a broker) who does not give authority to a
proxy to vote or who withholds authority to vote on any such matter shall not be
considered present and entitled to vote thereon.
The Company will bear the cost of the solicitation of proxies by the
Board of Directors. The Board of Directors may use the services of its executive
Officers and certain Directors to solicit proxies from stockholders in person
and by mail, telegram, and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy
statements, and other material to the beneficial owners of the Company's Common
Stock held of
<PAGE>
record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
The Company's annual report on Form 10-KSB for the fiscal year ended
June 30, 1997, including audited financial statements, accompanies this proxy
statement.
The principal executive offices of the Company are located at 53-09
97th Place, Corona, New York 11368; the Company's telephone number is (718)
699-0100.
Recent Developments
In December 1996, the Company issued bonuses aggregating 114,617 shares
of Common Stock to management and employees of it and its subsidiary, U.S.
Bridge of N.Y., Inc. ("NY"); it also issued options to purchase 400,000 shares
of Common Stock to Mr. Polito exercisable at $1.925 per share, an option to
purchase 100,000 and 75,000 shares of Common Stock to each of Ronald Polito and
Steven Polito, respectively, exercisable at $1.75 per share. All options were
granted in accordance with the Company's 1994 Senior Management Incentive Plan.
In connection with the 114,617 shares issued, the Company recorded compensation
expense amounting to $107,453 which is based upon 50% of the average closing bid
price for the month of December 1996. The shares underlying the option and the
shares issued as bonuses were registered for resale pursuant to a Form S-8
Registration Statement filed with the Securities and Exchange Commission.
By agreement executed March 10, 1997 (mistakenly dated December
31,1996), One Carnegie Court Associates, Inc. ("One Carnegie") entered into an
Agreement for Deed in Lieu of Foreclosure ("the Agreement") with Trinity
Industries, Inc. ("Trinity"). The transaction, which was not closed and
completed until August 1, 1997, was necessitated by One Carnegie's having
defaulted on (i) the $3,000,000 Note (of which Trinity was the holder), and (ii)
the Deed of Trust and Security Agreement which secured said Note for certain
property located in Waldorf, Maryland. Pursuant to the Agreement, in lieu of
foreclosing upon the property owned by One Carnegie, Trinity, through its
affiliate, Waldorf Properties, Inc. ("WPI"), accepted the deed to such property.
On June 19, 1997, the Company issued 200,000 shares of Common
Stock to Mr. Polito and 150,000 shares of Common Stock to J.L.B. Equities
("JLB"), in exchange for 270,000 shares of NY's Common Stock. These issuances
were made pursuant to an agreement between NY and R.S.J.J. Realty Corp. ("RSJJ")
to convert $480,000 of debt (due under NY's lease agreement with RSJJ) into
equity. See "Certain Relationships and Related Transactions."
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Company's
Common Stock, par value $.001 per share. The presence, in person or by proxy, of
a majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to stockholders. The close of business on October 17, 1997 has been
fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
7,402,148 shares of Common Stock were outstanding. Voting of the shares of
Common Stock is on a non-cumulative basis.
<PAGE>
The following table sets forth information as of September 30,
1997 with respect to the beneficial ownership of shares of Common Stock by (i)
each person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended), known by the Company to be the
owner of more than 5% of the outstanding shares of Common Stock; (ii) each
Director; and (iii) all Officers and Directors as a group. Except to the extent
indicated in the footnotes to the following table, each of the individuals
listed below possesses sole voting power with respect to the shares of Common
Stock listed opposite his name.
<TABLE>
<CAPTION>
Percent of
Common
Number of Stock
Name Shares Owned
---- ----------- -----
<S> <C> <C>
Joseph Polito (1) 4,862,156 61.1%
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Steven Polito (2) 127,500 1.7%
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Ronald Polito (3) 152,500 2.0%
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
All Officers and Directors
as a group (3 persons)(1)-(3) 5,142,156 65.3%
----------------------------------
</TABLE>
(1) Includes 275,000 shares issuable upon the exercise of an
option which is presently vested and exercisable. Does not include (i)
10,000 shares issuable to Joseph Polito upon the exercise of options
not presently vested; and (ii) an aggregate of 251,000 shares gifted
by Joseph Polito, of which 81,000 shares were gifted to members of
Joseph Polito's family (including 50,000 each to Ronald and Steven
Polito) and 70,000 shares were gifted to employees of the Company, as
of January 23, 1995. Mr. Polito disclaims beneficial ownership of all
shares transferred to his family members.
(2) Includes 75,000 shares issuable to Steven Polito pursuant to
options which have vested. (3) Includes 100,000 shares issuable to
Ronald Polito pursuant to options which have vested.
Certain Reports
No person who, during the fiscal year ended June 30, 1997, was a
Director, Officer or beneficial owner of more than ten percent of the Common
Stock (which is the only class of securities of the Company registered under
Section 12 of the Securities Exchange Act of 1934 (the "Act") (a "Reporting
Person") failed to file on a timely basis, reports required by Section 16 of the
Act during the most recent fiscal year or prior years, except Joseph Polito,
Ronald Polito and Steven Polito did not file a Form 4 with respect to the
receipt of shares of Common
<PAGE>
Stock as a bonus or with respect to the stock options granted in December 1996.
All officer have confirmed that they shall file Form 5's on or before
___________, 1997. The foregoing is based solely upon a review by the Company of
Forms 3 and 4 during the most recent fiscal year as furnished to the Company
under Rule 16a-3(d) under the Act, and Forms 5 and amendments thereto furnished
to the Company with respect to its most recent fiscal year, and any
representation received by the Company from any reporting person that no Form 5
is required, except as described herein.
It is expected that the following will be considered at the meeting and
that action will be taken thereon:
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of three members, each of
whom is elected for a term of one year until the next annual meeting of
stockholders or until his successor is duly elected and qualified.
An affirmative vote of a plurality of the shares of Common Stock,
present in person or represented by proxy at the Annual Meeting and entitled to
vote thereon, is required to elect the Directors. All proxies received by the
Board of Directors will be voted for the election of the nominees listed below
if no direction to the contrary is given. In the event any nominee is unable to
serve, the proxy solicited hereby may be voted in the discretion of the proxies,
for the election of another person in his stead. The Board of Directors knows of
no reason to expect such inability.
The following table sets forth, as of September 30, 1997, the three
nominees for election as Directors of the Company:
<TABLE>
<CAPTION>
Position with Company; Continually
Name Principal Occupation and Age Since
<S> <C> <C>
Joseph M. Polito President and Director; 63 1994
Ronald J. Polito Secretary and Director; 38 1994
Steven J. Polito Treasurer and Director; 35 1994
--------------------------------
</TABLE>
The Directors of the Company are elected annually by the stockholders
and hold office until the next annual meeting of stockholders or until their
successors are elected and qualified. Vacancies on the Board of Directors may be
filled by the remaining Directors. Officers are elected annually by, and serve
at the discretion of the Board of Directors. There are no family relationships
between or among any Officers or Directors of the Corporation, except that
Joseph Polito is the father of both Steven and Ronald Polito.
Joseph M. Polito has been the President and Director of the Company since
April 1994. He has been the president and a director of NY since its inception
in 1990, and prior to the Acquisitions in April 1994, he was the sole
shareholder of NY. Mr. Polito oversees all of the Company's operations. Since
December 1990, Mr. Polito has been the president and sole
<PAGE>
Director and shareholder of One Carnegie One Carnegie, a wholly owned subsidiary
of Bridge. Since 1988, Mr. Polito has been a 50% shareholder of Crown Crane,
Ltd., a company which leases cranes for construction projects. Since 1986, Mr.
Polito has been the president and 100% shareholder of Atlas Gem Leasing, Inc., a
company which leases generators and other construction equipment. Mr. Polito has
also been the president and sole director and shareholder of Waldorf since 1990.
Before it ceased operating in August 1995, Waldorf fabricated steel and sold
same to NY.
Since 1986, Mr. Polito has been the president and 100% shareholder of
Gem Steel. Since 1985, Mr. Polito has been the president and sole shareholder of
Atlas Gem, a company which, when it operated, furnished and erected steel
structures. Neither Atlas Gem nor Gem Steel has transacted any business or other
operations since ceasing operations in 1994 and 1991, respectively, and neither
company has any present intention to resume operations. Since 1983, Mr. Polito
has been the president and 100% shareholder of RSJJ, a company which owns and
leases real property.
Since 1976, Mr. Polito has been a member of the Allied Building Metal
Industries, Inc. ("ABMII"), a trade association which has the authority to
negotiate with the unions in order to better the construction industry. He was
the president of same from 1992 until 1993. Since approximately 1987, Mr. Polito
has been the Chairman of the Steel Institute of New York, a trade association
similar to the ABMII. From the mid-1980's to the mid-1990's, Mr. Polito was a
member of the Building Trades Association Joint Safety Committee. Since the mid-
1980's, he has served on the Council of Presidents of New York Building
Congress, Inc. Since the mid-1970's, Mr. Polito has been a member of the of the
International Union of Structural Ironworkers, locals 40, 361, and 417. He has
been Co-Chairman of this organization since the early 1990's.
Ronald J. Polito has been the Secretary and a Director of the Company since
April 1994. Mr. Polito oversees the daily progress on all projects and analysis
of the final costs and profits of jobs completed and the preparation and bidding
on new projects. Mr. Polito has been the Secretary and a Director of NY since
its inception in 1990. From its inception in 1990 until March 1995, he was also
the treasurer of NY. Since 1985, Mr. Polito has been the secretary of Gem Steel.
Since December 1990, Mr. Polito has been the secretary of One Carnegie and
Waldorf. Since 1983, Mr. Polito has been the secretary of RSJJ. Mr. Polito
received a Bachelor of Science Degree in Civil Engineering from Brooklyn
Polytechnical Institute in 1981. He is the son of Mr. Joseph Polito.
Steven J. Polito has been Treasurer of the Company since March 1995 and a
Director of the Company since April 1994. Mr. Polito was elected Treasurer of NY
in March 1995. Mr. Polito oversees the daily operations for projects in process
and projects completed, including purchasing and leasing of materials and
machinery and the distribution of labor. He had previously been a Project
Manager and has been a director of NY since its inception in 1990. Since 1988,
Mr. Polito has been the treasurer of Gem Steel. Since 1988, Mr. Polito has been
the treasurer of One Carnegie, Waldorf, and RSJJ. From 1988 until April 1994,
Mr. Polito worked as a Project Manager of Atlas Gem, a company which furnished
and erected steel structures. He is the son of Mr. Joseph Polito.
Significant Employees of NY
<PAGE>
John G. Bauer has been the chief administrative officer (a non-executive
position) of the Company since February 1995. Since its inception in March 1992,
Mr. Bauer has been the President and a Director of Dynamic Construction
Consulting, Inc. ("Dynamic"), a company of which Mr. Bauer was the founder.
Dynamic provides construction management and consulting services to NY and other
companies. From July 1988 to March 1992, Mr. Bauer was a Vice President of
Tishman Construction Corp. of N.Y., a construction company.
Michael Panayi has been a structural engineer for NY since its commencement
of operations in June 1993. From 1987 to 1993, Mr. Panayi was a structural
engineer for Atlas Gem.
William J. Kubilus, a professional estimator in the field of general
contracting and subcontracting since 1966, joined NY in 1996 to provide
estimating expertise for the Company's general contracting and subcontracting
bids. Prior to joining NY, from 1993 to 1996, Mr. Kubilus was an estimator for
Lazzinarro General Contracting. From 1989 to 1993, he was an estimator for NICO
Construction.
As permitted under Delaware General Corporation Law, the Company's
certificate of incorporation eliminates the personal liability of the Directors
to the Company or any of its shareholders for damages for breaches of their
fiduciary duty as Directors. As a result of the inclusion of such provision,
stockholders may be unable to recover damages against Directors for actions
taken by them which constitute negligence or gross negligence or that are in
violation of their fiduciary duties. The inclusion of this provision in the
Company's Certificate of Incorporation may reduce the likelihood of derivative
litigation against Directors and other types of shareholder litigation.
Board Meetings, Committees, and Compensation
During the fiscal year ended June 30, 1997, no meetings of the Board of
Directors were held. Action was taken on eight (8) occasions by unanimous
written consent of the Board of Directors in lieu of meeting. The Company does
not pay its Directors for attendance at meetings of the Board of Directors. The
Company has no audit, nominating, or compensation committees on the Board of
Directors.
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock issued and outstanding on the record date, voting
together as a single class, is required for the approval of this proposal. The
Directors and Officers of the Company and other principal stockholders owning of
record, beneficially, directly and indirectly, an aggregate of approximately
5,142,156 shares of the Company's Common Stock constituting approximately 65.3%
of such shares outstanding on the record date, have agreed to vote in favor of
these nominees.
The Board of Directors recommends that you vote "FOR" the nominees for
Director.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to, earned by, paid by NY, the Company's subsidiary, during the years ended June
30, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
(a) (b) (c) (d) (e) (f) (g)
Name Restricted
and Principal Other Annual Stock Options/
Position Year Salary ($) Bonus ($) Compensation ($) Awards ($) (1) SARS (#)
- ------------------ --- ---------- --------- ---------------- -------------- --------
<S> <C> <C> <C> <C> <C> <C>
Joseph Polito 1997 $330,000 - $ 68,642(2) $175,000 (2) 500,000 (3)
President and 1996 300,000 - 111,911(2) 93,750 (4)
Director 1995 378,000 - 68,200(2) - 25,000 (5)
Ronald Polito 1997 $118,800 - $ 17,194 (6) $4,375 (7) 100,000
Secretary and 1996 125,000 - 15,144 (6) - -
Director 1995 121,000 - 21,200 (6) - -
Steven Polito 1997 $86,580 - $ 8,572 (8) $4,375 (7) 75,000
Treasurer and 1996 94,000 - 8,275 (8) - -
Director 1995 91,575 - 9,900 (8) - -
</TABLE>
(1) At the end of the fiscal year, Joseph Polito held 4,497,156 shares of
Restricted Stock valued at $5,059,301. Ronald Polito and Steven Polito
each held 2,500 shares of Restricted Stock valued at $2,812.50.
Valuations are based on the closing bid price of Common Stock ($1.125)
on June 30, 1997, as reported by a market maker.
(2) Includes (i) the payment of premiums on a life insurance policy of
$10,722, $54,362, and $46,000 for the years ended June 30, 1997, 1996,
and 1995, respectively; (ii) the payment of travel expenses of $50,000,
$50,000, and $22,200 for the years ended June 30, 1997, 1996, and 1995,
respectively; and (iii) the payment of an automobile lease of $7,920
and $7,549 for the years ended June 30, 1997 and 1996. See "-Employment
and Consulting Agreements."
(3) Represents (i) 100,000 shares of Common Stock issued as a bonus in
December 1996 under the Company's 1994 Senior Management Incentive
Plan; (ii) options to purchase 400,000 shares of Company Common stock
under the Company's Stock Option Plan, exercisable at $1.925 per share
(which is 110% of the market price of same on December 2, 1996); and
(iii) options to purchase 125,000 shares of common stock of NY at $1.10
per share, all of which options have been exercised and 60,000 shares
exercised which have been resold. See "- 1994 Senior Management
Incentive Plan." Valuation on the 100,000 restricted shares is based on
the closing bid price of Common Stock ($1.75) on December 2, 1996, as
reported by a market maker.
(4) Based on the closing bid price of Common Stock ($.625) on August 15,
1995, as reported by a market maker. As a bonus upon completion of NY's
initial public offering, Mr. Polito was issued 150,000 shares of Common
Stock subject to a vesting whereby 50,000 shares vested upon issuance;
50,000 vested on August 15, 1996; and 50,000 vested on August 15, 1997.
All of these shares have vested and have been issued.
(5) In accordance with his employment agreement, Mr. Polito received
options to purchase 25,000 shares of common stock of NY at $5.50 per
share. These shares vested over a three year period. See "-Employment
and Consulting Agreements".
<PAGE>
(footnotes continued from previous page)
(6) Includes (i) payments on the lease of an automobile of $5,416, $5,416,
and $8,000 for the years ended June 30, 1997, 1996, and 1995,
respectively; (ii) the payment of premiums on a term life insurance
policy of $8,510, $4,684, and $5,800 for the years ended June 30, 1997,
1996, and 1995, respectively; and (iii) a travel allowance of $12,705,
$2,971, and $7,400 for the years ended June 30, 1997, 1996, and 1995,
respectively.
(7) Reflect the value of the ownership of 2,500 shares of Common Stock at
$1.125, the market price on June 30, 1997.
(8) Includes (i) the payment of an automobile lease of $5,304, $5,304, and
$6,700 for the years ended June 30, 1997, 1996, and 1995, respectively;
and (ii) a travel allowance of $3,268, $2,971, and $3,200 for the years
ended June 30, 1997, 1996, and 1995, respectively.
Stock Options
The following table sets forth certain information concerning the grant of
stock options made during the year ended June 30, 1997 under the Company's 1994
Senior Management Incentive Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<TABLE>
<CAPTION>
====================================================================================================================================
Individual Grants
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
% of Total
# of Securities Options/SAR's
underlying Granted to
Options/SARs Employees in Exercise or Base
Name Granted(1) Fiscal Year Price ($/share) Expiration Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph M. Polito 400,000 69.56% $1.925 December 1, 2001
Ronald J. Polito 100,000 17.39% $1.75 December 1, 2001
Steven J. Polito 75,000 13.04% $1.75 December 1, 2001
====================================================================================================================================
</TABLE>
(1) Represents incentive stock options granted under the Company's 1994
Senior Management Incentive Plan (the "Management Plan"). Options granted under
this Management Plan are intended to qualify as incentive stock options under
the Internal Revenue Code of 1986, as amended. Under the terms of the Management
Plan, options may be granted to Officers, key employees, Directors, and
consultants of the Company for a maximum term of 10 years. Options granted to
Directors who are not officers or employees, or to consultants, do not qualify
as incentive stock options. The option price per share may not be less than the
fair market value of the Company's shares on the date the option is granted.
However, options granted to persons owning more than 10% of the Company's Common
Stock may not have a term in excess of five years and may not have an option
price of less than 110% of the fair market value per share of the Company's
shares on the date the option is granted.
<PAGE>
The following table contains information with respect to employees of
the Company concerning options held as of June 30, 1997:
AGGREGATE OPTION/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
==================================================================================================================================
(a) (b) (c) (d) (e)
- ----------------------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised In-
Unexercised The-Money
Options/SAR's at Options/SAR's at
FY-End (#) FY-End($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized($) (1) Unexercisable Unexercisable
---- --------------- --------------- ------------- -------------
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph M. Polito 125,000 $ 0 275,000/0 0/0 (2)
Ronald J. Polito 0 0 100,000/0 0/0 (3)
Steven J. Polito 0 0 75,000/0 0/0 (3)
==================================================================================================================================
</TABLE>
(1) Based upon the average bid and asked prices for such Common Stock on
June 30, 1997 ($1.125), as reported by a market maker.
(2) Since the options are exercisable at $1.925, there is no value to such
options as of June 30, 1997.
(3) Since the options registered to Ronald and Steven Polito under the
February 1997 S-8 are exercisable at $1.75, there is no value to such options as
of June 30, 1997.
Employment and Consulting Agreements
Joseph Polito entered into an employment agreement with NY on April 4,
1995, wherein Mr. Polito agreed to devote 80% of his business time to the
affairs of NY. The agreement is for a term of approximately three years and
expires June 30, 1998. Pursuant to the terms of the agreement, Mr. Polito is to
receive a salary of $300,000 per annum until June 30, 1996, with 10% yearly
escalations subject to adjustment by the Board of Directors. Mr. Polito is also
to receive a yearly non-accountable expense allowance of $50,000. Under NY's
1994 Senior Management Incentive Plan, Mr. Polito received stock options to
purchase 25,000 shares of Common Stock at $5.50 per share, vesting at the rate
of 7,500 in each of April 1996 and 1997 and 10,000 in April 1998. Mr. Polito
also has the right to receive a yearly bonus equal to five percent (5%) of the
first $1,000,000, upon reaching $1,000,000 and five percent (5%) of the next
$500,000, upon reaching $1,500,000 and five percent (5%) after $1,500,000, of
all the pre-tax profits of NY. NY shall pay to Mr. Polito a monthly draw of
$10,000 against the bonus. Pursuant to the agreement, NY also shall pay the
premiums on a $3,500,000 life insurance policy for the benefit of individuals as
directed by Mr. Polito. The estimated yearly premium for same is $80,000. The
agreement restricts Mr. Polito from competing with NY for a period of one year
after the termination of his employment. The
<PAGE>
agreement provides for severance compensation to be paid to Mr. Polito if his
employment with NY is terminated or if there is a decrease in responsibilities
or duties following a change in control of NY. The severance compensation shall
be made in one payment equal to three times the aggregate annual compensation
paid to Mr. Polito during the preceding calendar year.
In June 1995, the Company issued Marlowe & Company ("Marlowe") 500,000
shares of Common Stock pursuant to the terms of a consulting agreement. 250,000
of such shares were issued immediately, and 250,000 were held in escrow by Alan
Berkun, counsel for Marlowe, a National Association of Securities Dealers, Inc.
member broker-dealer of which Alan Berkun is the president and principal
stockholder, pending the Company's securities being quoted on the Nasdaq
SmallCap Stock Market. The sale of the 500,000 shares was registered pursuant to
a Registration Statement on Form S-8 filed by the Company on June 11, 1995. In
addition to the shares issued, the consulting agreement provided for the payment
of a consulting fee of $4,000 per month for six months commencing June 1995 as
additional compensation. This monthly fee was not paid. Pursuant to the terms of
the consulting agreement, in addition to consulting services, Marlowe was
required to utilize its best efforts to raise a minimum of $750,000 for the
Company upon the Company's securities being quoted on Nasdaq. No funds were
raised by Marlowe for the Company. All 500,000 shares were resold pursuant to
the S-8 registration statement filed by Alan Berkun on behalf of the Company. On
August 1, 1996, the Company amended its June 1995 agreement with Marlowe and
agreed to issue an additional 250,000 shares of Common Stock to Marlowe: these
shares were issued on October 10, 1996 and resold pursuant to Regulation S under
the Act. Alan Berkun acted as special counsel for the Company regarding these
transactions.
Steven and Ronald Polito receive annual salary compensations of $94,000 and
$125,000, respectively, from NY: these compensation levels commenced in March
1995 and April 1994, respectively. Both individuals also receive a car allowance
equal to the monthly lease payments on their automobiles and the payment of
premiums on life insurance policies for which they choose their beneficiaries.
Neither individual has entered into an employment agreement with NY or the
Company.
In December 1996, the Company entered into a Consulting
Agreement with Bernard Tapie, a Paris based consultant. Mr. Tapie agreed to
offer his services in the development of business relations for the Company in
Asia, the Middle East, Europe, and Africa. The Company agreed to pay a monthly
retainer of $12,000. The Company subsequently assigned the Agreement, as
provided for in the Agreement, to Philip Hababav.
1994 Senior Management Incentive Plan
In December 1994, the Board of Directors adopted the 1994 Senior
Management Incentive Plan (the "Management Plan"). This plan was adopted by
shareholder consent also. The Management Plan provides for the issuance of up to
2,000,000 shares of the Company's Common Stock in connection with the issuance
of stock options and other stock purchase rights to executive Officers and other
key employees of the Company. In December 1996, in accordance with the
Management Plan, the Company issued 575,000 options to Messrs. Joseph, Ronald,
and Steven Polito as follows: Mr. Polito received an option to purchase 400,000
shares of Common Stock (he exercised the option and purchased 125,000 shares in
March 1997 and shortly thereafter sold 60,000 of said shares); Steven Polito
received an option to purchase 100,000 shares of Common Stock; and Ronald Polito
received an option to purchase 75,000
<PAGE>
shares of Common Stock. The Company also issued 114,617 shares of Common Stock
to the management and employees of the Company and NY, of which shares Mr.
Polito received 100,000 and Messrs. Ronald and Steven Polito each received
2,500.
The adoption of the Management Plan was prompted by the Company's desire
(i) to attract and retain qualified personnel, whose performance is expected to
have a substantial impact on the Company's long-term profit and growth
potential, by encouraging those persons to acquire equity in the Company; and
(ii) to provide the Board with sufficient flexibility regarding the forms of
incentive compensation which the Company will have at its disposal in rewarding
executive Officers, key employees, and consultants without unnecessarily
depleting the Company's cash reserves. The Management Plan is designed to
augment the Company's existing compensation programs and is intended to enable
the Company to offer executives, key employees, and consultants a personal
interest in the Company's growth and success through the grant of stock options
and/or other rights pursuant to the Management Plan. It is contemplated that
only those executive management employees (generally the Chairman of the Board,
Vice Chairman, Chief Executive Officer, Chief Operating Officer, President, and
Vice President of the Company), key employees, and consultants who perform
services of special importance to the Company will be eligible to receive
compensation under the Management Plan. As of the date hereof, the Company's
Officers and Directors number only three: Messrs. Joseph Polito, Ronald Polito,
and Steven Polito, though the Plan also includes Messrs. Bauer and Panayi. A
total of 2,000,000 shares of Common Stock are reserved for issuance under the
Management Plan.
Unless otherwise indicated, the Management Plan is to be administered
by the Board of Directors or a committee of the Board, if such a committee is
appointed for this purpose (the Board or such committee, as the case may be,
shall be referred to in the following description as "the Administrator").
Subject to the specific provisions of the Management Plan, the Administrator
will have the discretion to determine (i) the recipients of the awards; (ii) the
nature of the awards to be granted; (iii) the dates such awards will be granted;
(iv) the terms and conditions of the awards; and (v) the interpretation of the
Management Plan, except that any award granted to any employee of the Company
who is also a Director of the Company shall also be subject - in the event the
persons serving as members of the Administrator of the Management Plan at the
time such award is proposed to be granted do not satisfy the requirements
regarding the participation of "disinterested persons" set forth in Rule 16b-3
("Rule 16b-3") promulgated under the Exchange Act - to the approval of an
auxiliary committee consisting of not less than two individuals who are
considered "disinterested persons" as defined under Rule 16b-3. As of the date
hereof, the Company has not yet determined who will serve on such auxiliary
committee, if one is required.
The Management Plan generally provides that, unless the Administrator
determines otherwise, each option or right granted shall become exercisable in
full upon certain "change of control" events as described in the Management
Plan, or subject to any right or option granted under the Management Plan
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure, or otherwise), the Administrator will make appropriate adjustments to
such plans and the classes, number of shares, and price per share of stock
subject to outstanding rights or options. Generally, the Management Plan may be
amended by action of the Board of Directors, except that any amendment which (i)
would increase the total number of shares subject to such plan; (ii) extend the
duration of such plan; (iii) materially increase the benefits accruing to
participants under such plan; or (iv) change the category of persons who can be
eligible for awards under such plan, must be approved by the
<PAGE>
affirmative vote of a majority of the shareholders entitled to vote. The
Management Plan permits awards to be made thereunder until November 2004.
Directors who are not otherwise employed by the Company will not be
eligible for participation in the Management Plan. The Management Plan provides
for four types of awards: stock options, incentive stock rights, stock
appreciation rights (including limited stock appreciation rights), and
restricted stock purchase agreements (as described below).
Stock Options. Options granted under the Management Plan may be either
incentive stock options ("ISOs") or options which do not qualify as ISOs
("non-ISOs"). ISOs may be granted at an option price of not less than 100% of
the fair market value of the Common Stock on the date of grant, except that an
ISO granted to any person who owns capital stock representing more than 10% of
the total combined voting power of all classes of Common Stock of the Company
("10% stockholder") must be granted at an exercise price of at least 110% for
the fair market value of the Common Stock on the date of the grant. The exercise
price of the non-ISOs may not be less than 85% of the fair market value of the
Common Stock on the date of grant. Unless the Administrator determines
otherwise, no ISO or non-ISO may be exercisable earlier than one year from the
date of grant. ISOs may not be granted to persons who are not employees of the
Company. ISOs granted to persons other than 10% stockholders may be exercisable
for a period of up to ten (10) years from the date of grant; ISOs granted to 10%
stockholders may be exercisable for a period of up to five years from the date
of grant. No individual may be granted ISOs that become exercisable in any
calendar year for Common Stock having a fair market value at the time of grant
in excess of $100,000. Non-ISOs may be exercisable for a period of up to
thirteen (13) years from the date of grant.
Payment for shares of Common Stock purchases pursuant to exercise of stock
options shall be paid in full in (i) cash, (ii) by certified check, or, (iii) at
the discretion of the Administrator by shares of Common Stock having a fair
market value equal to the total exercise price or (iv) by a combination of the
above. The provision that permits the delivery of already owned shares of stocks
as payment for the exercise of an option may permit "pyramiding." In general,
pyramiding enables a holder to start with as little as one share of common stock
and, by using the shares of common stock acquired in successive, simultaneous
exercises of the option, to exercise the entire option, regardless of the number
of shares covered thereby, with no additional cash or investment other than the
original share of common stock used to exercise the option.
Upon termination of employment or consulting services, an optionee will be
entitled to exercise the vested portion of an option for a period of up to three
months after the date of termination, except that if the reason for termination
was a discharge for cause, the option shall expire immediately, and if the
reason for termination was for death or permanent disability of the optionee,
the vested portion of the option shall remain exercisable for a period of twelve
(12) months thereafter.
Incentive Stock Rights. Incentive stock rights consist of incentive stock
units equivalent to one share of Common Stock in consideration for services
performed for the Company. Each incentive stock unit shall entitle the holder
thereof to receive, without payment of cash or property to the Company, one
share of Common Stock in consideration for services performed for the Company or
any subsidiary by the employee, subject to the lapse of the incentive periods,
whereby the Company shall issue such number of shares upon the completion of
each specified period. If the employment or consulting services of the holder
<PAGE>
with the Company terminate prior to the end of the incentive period relating to
the units awarded, the rights shall thereupon be null and void, except that if
termination is caused by death or permanent disability, the holder or his/her
heirs, as the case may be, shall be entitled to receive a pro rata portion of
the shares represented by the units, based upon that portion of the incentive
period which shall have elapsed prior to the holder's death or disability.
Stock Appreciation Rights (SARs). SARs may be granted to recipients of
options under the Management Plan. SARs may be granted simultaneously with, or
subsequent to, the grant of a related option and may be exercised to the extent
that the related option is exercisable, except that no general SAR (as
hereinafter defined) may be exercised within a period of six months of the date
of grant of such SAR, and no SAR granted with respect to an ISO may be exercised
unless the fair market value of the Common Stock on the date of exercise exceeds
the exercise price of the ISO. A holder may be granted general SARs ("General
SARs") or limited SARs ("Limited SARs"), or both. General SARs permit the holder
thereof to receive an amount (in cash, shares of Common Stock, or a combination
of both) equal to the number of SARs exercised multiplied by the excess of the
fair market value of the Common Stock on the exercise date over the exercise
price of the related option. Limited SARs are similar to General SARs, except
that, unless the Administrator determines otherwise, they may be exercised only
during a prescribed period following the occurrence of one or more of the
following "Change of Control" transaction: (i) the approval of the Board of
Directors of consolidation or merger in which the Company is not the surviving
corporation, the sale of all of substantially all the assets of the Company, or
the liquidation or dissolution of the Company; (ii) the commencement of a tender
or exchange offer for the Company's Common Stock (or securities convertible into
Common Stock) without the prior consent of the Board; (iii) the acquisition of
beneficial ownership by any person or other entity (other than the Company or
any employee benefit plan sponsored by the Company) of securities of the Company
representing 25% or more of the voting power of the Company's outstanding
securities; or (iv) if during any period of two years or less, individuals who
at the beginning of such period constitute the entire Board cease to constitute
a majority of the Board, unless the election, or the nomination for election, of
each new director is approved by at least a majority of the directors then still
in office.
The exercise of any portion of either the related option or the tandem SARs
will cause a corresponding reduction in the number of shares remaining subject
to the option or the tandem SARs, thus maintaining a balance between outstanding
options and SARs.
Restricted Stock Purchase Agreements. Restricted Stock purchase agreements
provide for the sale by the Company of shares of Common Stock at prices to be
determined by the Board, which shares shall be subject to restrictions on
disposition for a stated period during which the purchaser must continue
employment with the Company in order to retain the shares. Payment must be made
in cash. If termination of employment occurs for any reason within six months
after the date of purchase, or for any reason other than death or by retirement
with the consent of the Company of the Company after the six-month period but
prior to the time that the restrictions on disposition lapse, the Company shall
have the option to reacquire the shares at the original purchase price.
Restricted shares awarded under the Management Plan will be subject to a
period of time designated by the Administrator (the "restricted period") during
which the recipient must continue to render services to the Company before the
restricted shares will become vested. The Administrator may also impose other
restrictions, terms and conditions that must be
<PAGE>
fulfilled before the restricted shares may vest.
Upon the grant of restricted shares, stock certificates registered in the
name of the recipient will be issued and such shares will constitute issued and
outstanding shares of Common Stock for all corporate purposes. The holder will
have the right to vote the restricted shares and to receive all regular cash
dividends (and such other distributions as the Administrator may designate), if
any, which are paid or distributed on the restricted shares and, generally, to
exercise all other rights as a holder of Common Stock, except that, until the
end of the restricted period; (i) the holder will not be entitled to take
possession of the stock certificates representing the restricted shares and (ii)
the holder will not be entitled to sell, transfer or otherwise dispose of the
restricted shares. A breach of any restrictions, terms, or conditions
established by the Administrator with respect to any restricted shares will
cause a forfeiture of such restricted shares.
Upon expiration of the applicable restriction period and the satisfaction
of any other applicable conditions, all or part of the restricted shares and any
dividends or other distributions not distributed to the holder (the "retained
distributions") thereon will become vested. Any restricted shares and any
retained distributions thereon which do not so vest will be forfeited to the
Company. If prior to the expiration of the restricted period a holder is
terminated without cause or because of a total disability (in each case as
defined in the Management Plan), or dies, then, unless otherwise determined by
the Administrator at the time of the grant, the restricted period applicable to
each award of restricted shares will thereupon be deemed to have expired. Unless
the Administrator determines otherwise, if a holder's employment terminates
prior to the expiration of the applicable restricted period for any reason other
than as set forth above, all restricted shares and any retained distributions
thereon will be forfeited.
Accelerating of the vesting of the restricted shares shall occur, under the
provisions of the Management Plan, on the first day following the occurrence of
any of the following: (a) the approval by the stockholders of the Company of an
"Approved Transaction"; (b) a "Control Purchase"; or (c) a "Board Change."
An "Approved Transaction" is defined as (A) any consolidation or merger of
the Company in which the Company is not the continuing or surviving corporation
or pursuant to which shares of Common Stock will be converted into cash,
securities, or other property other than a merger of the Company in which the
holders of the Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock of the surviving corporation immediately
after the merger; or (B) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company; or (C) the adoption of any plan or proposal for
the liquidation or dissolution of the Company.
A "Control Purchase" is defined as circumstances in which any person (as
such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
corporation, or other entity (other than the Company or any employee benefit
plan sponsored by the Company) (A) shall purchase any Common Stock of the
Company (or securities convertible into the Company's Common Stock) for cash,
securities or any other consideration pursuant to a tender offer or exchange
offer, without the prior consent of the Board of Directors, or (B) shall become
the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing
twenty-five percent (25%) or more of the
<PAGE>
combined voting power of the then outstanding securities of the Company
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors (calculated as provided in
paragraph (d) of such Rule 13d-3 in the case of rights to acquire the Company's
securities).
A "Board Change" is defined as circumstances in which, during any period of
two consecutive years or less, individuals who at the beginning of such period
constitute the entire Board shall cease for any reason to constitute a majority
thereof unless the election, or the nomination for election by the company's
stockholders, of each new director was approved by a vote of at least a majority
of the directors then still in office.
1994 Employee Stock Option Plan
In December 1994, the Board of Directors adopted the 1994 Senior
Employee Incentive Plan (the "Employee Plan"). This plan was adopted by
shareholder consent also. The Employee Plan provides for the issuance of up to
2,000,000 shares of the Company's Common Stock in connection with the issuance
of stock options to key employees of the Company.
The adoption of the Employee Plan was prompted by the Company's desire (i)
to attract and retain qualified personnel, whose performance is expected to have
a substantial impact on the Company's long-term profit and growth potential, by
encouraging those persons to acquire equity in the Company; and (ii) to provide
the Board with sufficient flexibility regarding the forms of incentive
compensation which the Company will have at its disposal in rewarding key
employees, advisors, and independent consultants without unnecessarily depleting
the Company's cash reserves. The Employee Plan is designed to augment the
Company's existing compensation programs and is intended to enable the Company
to offer employees a personal interest in the Company's growth and success
through the grant of stock options. A total of 2,000,000 shares of Common Stock
are reserved for issuance under the Employee Plan.
Under the Employee Plan, options to purchase an aggregate of not more than
2,000,000 shares of Common Stock may be granted from time to time to key
employees, advisors and independent consultants to the Company and its
subsidiaries. It is anticipated that awards made under the Employee Plan will be
subject to vesting periods, although the vesting periods are subject to the
discretion of the Board of Directors or Administrator of the plan. If approved,
awards under the Employee Plan may be made until January 1, 2004 when the
Employee Plan terminates.
The Employee Plan is to be administered by the Board of Directors.
Subject to the specific provisions of the Employee Plan, the Administrator is
generally empowered to (i) interpret the plan; (ii) prescribe rules and
regulations pertaining thereto; (iii) determine the terms of the option
agreements; (iv) amend them with the consent of the optionee; (v) determine the
employees to whom options are to be granted; and (vi) determine the number of
shares subject to each option and the exercise price thereof.
The per share exercise price for incentive stock options ("ISOs") will not
be less than 100% of the fair market value of a share of the Common Stock on the
date the option is granted (110% of fair market value on the date of grant of an
ISO if the optionee owns more than 10% of the Common Stock of the Company).
<PAGE>
Options will be exercisable for a term determined by the Board which will not be
less than one year. Options may be exercised only while the original grantee has
a relationship with the Company or a subsidiary of the Company which confers
eligibility to be granted options or up to ninety (90) days after termination at
the sole discretion of the Board. In the event of termination due to retirement,
the Optionee, with the consent of the Board, shall have the right to exercise
his option at any time during the twelve (12) month period after such
retirement. Options may be exercised up to twelve (12) months after death or
total and permanent disability. In the event of certain basic changes in the
Company, including a change in control of the Company (as defined in the
Employee Plan) in the discretion of the Board, each option may become fully and
immediately exercisable. ISOs are not transferable other than by will or the
laws of descent and distribution. Options may be exercised during the holder's
lifetime only by the holder or his or her guardian or legal representative.
Options granted pursuant to the Employee Plan may be designated as ISOs,
with the attendant tax benefits provided under Section 421 and 422A of the
Internal Revenue Code of 1986.Accordingly, the Employee Plan provides that the
aggregate fair market value (determined at the time an ISO is granted) of the
Common Stock subject to ISOs exercisable for the first time by an employee
during any calendar year (under all plans of the Company and its subsidiaries)
may not exceed $100,000. The Board may modify, suspend, or terminate the
Employee Plan, provided, however, that certain material modifications affecting
the Plan must be approved by the shareholders, and any change in the Employee
Plan that may adversely affect an optionee's rights under an option previously
granted under the Employee Plan requires the consent of the optionee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NY leases its administrative office space and certain storage space
from RSJJ, an affiliate owned by the Company's majority stockholder, Mr. Polito.
In accordance with a signed lease agreement which expires on March 31, 1998, NY
pays rent in the amount of $20,000 per month. On June 19, 1997, NY issued the
Company issued 200,000 shares of Common Stock to Mr. Polito and 150,000 shares
of Common Stock to the mortgagor of the property, in exchange for 270,000 shares
of NY's Common Stock. These issuances were made pursuant to an agreement between
NY and RSJJ to convert $480,000 of debt (due under NY's lease agreement with
RSJJ) into equity.
On September 1, 1995, in conjunction with NY's public offering
underwriter's exercise of its over-allotment option to purchase 91,850
additional shares of NY's Common Stock, the Company exercised its Special
Warrant and purchased 5,665 shares of NY's Common Stock at $2.50 per share.
On October 11, 1995, NY paid One Carnegie $50,000 on behalf of MD for
fabrication services performed by MD. Such payment was treated as an on account
payment by NY to MD. From July 1995 to October 1995, NY paid MD approximately
$183,000 for the labor associated with the fabrication of steel.
During the year ended June 30, 1996, NY purchased approximately
$180,333 of fabricated steel from Waldorf. Such amount paid to Waldorf
represented approximately 18% of the steel purchased by NY for the year ended
June 30, 1996. Waldorf is wholly owned by Mr.
Polito.
<PAGE>
During the years ended June 1997 and 1996, NY paid $371,321 and
$802,383, respectively, to MD for certain materials and labor necessary to
perform steel erection services.
MD is a wholly owned subsidiary of the Company.
During the years ended June 30, 1997 and 1996, NY paid $214,000 and
$163,000, respectively, to Crowne Crane, Inc. for leasing of cranes necessary to
perform steel erection services. Joseph Polito owns 50% of Crowne Crane, Inc.
During the year ended June 30, 1997, NY paid $35,000 to Atlas Gem Leasing,
Inc. for certain machinery necessary to perform steel erection services. Atlas
Gem Leasing, Inc. is wholly owned by Joseph Polito.
On May 13, 1996, Mr. Polito, the Company's President entered into a
memorandum of understanding with an individual, Lubov Ulianova, whereby Mr.
Polito borrowed $300,000 from Mr. Ulianova. The loan was secured by 550,000
shares of the Company's Common Stock owned by Mr. Polito, which shares were put
into an escrow account, with Alan Berkun as the escrow agent. The funds were
then loaned by Mr. Polito to the Company. The loan provided that upon the
Company's listing of its Common Stock on the Nasdaq SmallCap Stock market
("Nasdaq") 400,000 shares of Common Stock would be issued to Mr. Ulianova as
repayment of the loan. This transaction was an exempt transaction, in accordance
with Regulation S under the Securities Act of 1933, as amended. In addition, Mr.
Polito granted Mr. Ulianova an option to purchase 600,000 shares of Company
Common Stock at a price of $1.50 and could only be exercised if the bid price
for the Company's Common Stock was at least $3.00. The Company's Common Stock
was approved for listing on Nasdaq on July 25, 1996 at which time the loan was
repaid. The option expired unexercised. These matters were reviewed for the
Company by its special counsel Alan Berkun, Esq.
In December 1996, the Company issued bonuses of 100,000 shares of
Common Stock to Joseph Polito and 2,500 shares to each of Ronald Polito and
Steven Polito as part of the aggregate of 114,617 shares to the Company's and
NY's management and employees pursuant to the Management Plan. In connection
with the 114,617 shares issued to NY's employees and consultants, the Company
recorded compensation expense amounting to $107,453 which is based on upon 50%
of the average closing bid price for the month of December 1996.
In February 1997, pursuant to a Form S-8 Registration Statement filed
with the Securities and Exchange Commission, the Company registered a total of
686,617 common shares, of which, 575,000 shares are underlying options pursuant
to the Company's Senior Management Incentive Plan. The options are exercisable
at various prices ranging from $1.750 each to $1.925 each.
On March 13, 1997, the Company issued 125,000 common shares to Joe Polito.
Mr. Polito acquired these shares by exercising options pursuant to the above
mentioned February 1997 Form S-8 Registration Statement. Mr. Polito executed a
promissory note for the exercise price.
See "Executive Compensation-Employment and Consulting Agreements" for
information regarding management's compensation.
<PAGE>
II. RATIFICATION OF AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME TO
USA BRIDGE CONSTRUCTION CORP.
The Board of Directors has unanimously approved, subject to shareholder
approval, an amendment to the Company's Certificate of Incorporation which will
effect a change in the name of the Company to USA Bridge Construction Corp.
The Amendment to the Certificate of Incorporation is necessitated by
the Company's having entered into a settlement agreement with The Ohio Bridge
Corporation ("Ohio") concerning use of the name "U.S. Bridge." In January 1997,
Ohio sued the NY for (i) infringement of its "U.S. Bridge" trademark; and (ii)
unfair competition. The suit was based on Ohio's March 1988 registration of the
"U.S. Bridge" name as a trademark. Ohio manufactures steel truss bridges sold as
components which are advertised and offered under the trademark "U.S. Bridge."
Ohio asserted that the Company's use of the name damaged Ohio.
In August 1997, the Company, NY, and MD entered into a settlement
agreement with Ohio whereby all agreed to cease using the name "U.S. Bridge".
The Company agreed, subject to shareholder approval, to change its name to USA
Bridge Construction Corp. before December 31, 1997.
The Company believes that the name change will not affect the business
of the Company or NY. Management believes that public recognition of the
Company's name, which affects the business of the Company, is generally limited
to the construction industry of New York. Thus, notification of the name change
to parties with whom the Company does business should prove to be a simple
matter. Additionally, the Company believes that due to the similarity of the
names, confusion within the industry is likely to be minimal.
Stockholders will not be required to submit their stock certificates
for exchange. Following the effective date of the amendment changing the name of
the Company, all new stock certificates issued by the Company will be
overprinted with the Company's new name.
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock issued and outstanding on the record date, voting
together as a single class, is required for the approval of this proposal. The
Directors and Officers of the Company and other principal stockholders owning of
record, beneficially, directly and indirectly, an aggregate of approximately
5,142,156 shares of the Company's Common Stock, constituting approximately 65.3%
of such shares outstanding on the record date, have agreed to vote in favor of
approval of this proposal, therefore this proposal shall be approved.
The Board of Directors deems this proposal to be in the best interests
of the Company and its stockholders and recommends that you vote "FOR" approval
thereof.
<PAGE>
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST THEREFOR SENT TO RONALD J. POLITO, SECRETARY, U.S. BRIDGE CORP.,
53-09 97TH PLACE, CORONA, NEW YORK 11368. EACH SUCH REQUEST MUST SET FORTH A
GOOD FAITH REPRESENTATION THAT AS OF OCTOBER 17, 1997 THE PERSON MAKING THE
REQUEST WAS THE BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK
ENTITLED TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS.
III. OTHER BUSINESS
As of the date of this proxy statement, the only business which the
Board of Directors intends to present, and knows that others will present, at
the Annual Meeting is that hereinabove set forth. If any other matter or matters
are properly brought before the Annual Meeting, or any adjournments thereof, it
is the intention of the persons named in the accompanying form of proxy to vote
the proxy on such matters in accordance with their judgment.
Stockholder Proposals for 1998 Annual Meeting
Proposals of stockholders intended to be presented at the Company's
1998 Annual Meeting of Stockholders must be received by the Company on or prior
to July 15, 1998 to be eligible for inclusion in the Company's proxy statement
and form of proxy to be used in connection with the 1998 Annual Meeting of
Stockholders.
By Order of the Board of Directors,
Ronald J. Polito
Secretary
November 10, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF THE
PROXY IS MAILED IN THE UNITED STATES OF AMERICA.
