SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11 (c) or ss. 240.14a-12
MOMSPharmacy.com, Inc.
................................................................................
(Name of Registrant as Specified in Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filling Fee (Check appropriate box):
|X| No fee required
|_| $125 per Exchange Act Rules 0-11 (c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22 (a)(2) of Schedule 14A.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
....................................................................
2) Aggregate number of securities to which transaction applies:
....................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
....................................................................
4) Proposed maximum aggregate value of transaction:
....................................................................
5) Total fee paid:
....................................................................
| | Fee paid previously by written preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or Form or Schedule and the date of its filing.
1) Amount Previously Paid: ________________________________________
2) Form Schedule or Registration Statement No: ___________________
3) Filing Party: __________________________________________________
4) Date Filed: ____________________________________________________
<PAGE>
MOMSPHARMACY.COM, INC.
33 WALT WHITMAN ROAD
SUITE 200A
HUNTINGTON STATION, NEW YORK 11746
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
TO BE HELD DECEMBER 5, 2000
The annual meeting of stockholders of MOMSPharmacy.com, Inc. (the
"Company") will be held at the offices of McDermott, Will & Emery, 50
Rockefeller Plaza, 11th Floor, New York, New York 10020, on Wednesday, December
12, 2000, at 9:00 a.m., for the following purposes:
1. To elect directors to the board of directors of the Company to serve
until the next annual meeting of stockholders and until their
successors have been elected and qualified. The nominees for election
by holders of Common Stock are John Pappajohn, Dr. Derace Schaffer
and Michael P.Moran
2. To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to change the name of the Company to
Allion Healthcare, Inc..
3. To ratify the selection of Holtz Rubinstein & Co., LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 2000.
4. To act upon such other matters as may properly come before the annual
meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice. Each share of the Company's Common Stock is
entitled to one vote on all matters presented at the annual meeting. The record
date for determining those stockholders who will be entitled to notice of, and
to vote at, the annual meeting and at any adjournment thereof is November 1,
2000. A list of stockholders entitled to vote at the annual meeting will be
available for inspection at the offices of the Company.
By Order of the Board of Directors
Michael P. Moran
Secretary
Huntington Station, New York
November 6, 2000
YOUR VOTE IS IMPORTANT.
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU
ARE REQUESTED TO COMPLETE, SIGN, AND DATE THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE AND RETURN IT IN THE ENCLOSED REPLY ENVELOPE (TO WHICH NO POSTAGE NEED
BE AFFIXED IF MAILED IN THE UNITED STATES).
<PAGE>
MOMSPHARMACY.COM, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 5, 2000
INTRODUCTION
These proxy materials are furnished in connection with the
solicitation of proxies by the board of directors of MOMSPharmacy.com, Inc., a
Delaware corporation (the "Company"), for use at its annual meeting of
stockholders to be held on Tuesday, December 5, 2000, at 9:00 a.m., at the
offices of McDermott, Will & Emery, 50 Rockefeller Plaza, 11th Floor, New York,
New York 10020, and at any adjournment or postponement of the annual meeting.
These proxy materials were first mailed on or about November 13th, 2000, to all
stockholders entitled to vote at the annual meeting.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the annual
meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. Each proposal is described in more detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION
VOTING
The Company's common stock, par value $.001 (the "Common Stock") is
the only classes of security entitled to vote at the annual meeting. On November
1, 2000, the record date for determination of stockholders entitled to vote at
the annual meeting, there were 3,096,813 shares of Common Stock outstanding.
Each stockholder of record on November 1, 2000 is entitled to one vote for each
share of Common Stock held on such date.
A majority of the shares of Common Stock, represented in person or by
proxy, shall constitute a quorum for the transaction of business. Abstentions
and broker non-votes are counted as present for the purpose of determining the
presence of a quorum for the transaction of business. With respect to the
election of, the nominees receiving the greatest number of affirmative votes
will be elected.
With respect to the approval of the amendment of the Company's
Amended and Restated Certificate of Incorporation (the "Restated Certificate")
to change the name of the Company to Allion Healthcare, Inc., the affirmative
vote of a majority of the Company's outstanding shares of Common Stock will
constitute approval of such proposal.
With respect to the ratification of the selection of Holtz Rubinstein
& Co., LLP as the Company's independent public accountants for the fiscal year
ended December 31, 2000, the affirmative vote of a majority of the shares of
Common Stock present or represented and voting at the annual meeting will
<PAGE>
constitute ratification of such proposals, provided that the shares voting
affirmatively also constitute at least a majority of the required quorum.
Accordingly, abstentions and broker non-votes can have the effect of preventing
approval of the ratification of the selection of Holtz Rubinstein & Co., LLP as
the Company's independent public accountants, if the number of affirmative
votes, though a majority of the votes cast, does not constitute a majority of
the required quorum.
PROXIES
Whether or not you are able to attend the annual meeting, you are
urged to complete and return the appropriate enclosed proxy card, which is
solicited by the board of directors and which will be voted as you direct on
your proxy card when properly completed. In the event no directions are
specified, such proxies will be voted FOR the approval of proposals 1, 2, and 3
described in this Proxy Statement and in the discretion of the proxy holders as
to other matters that may properly come before the annual meeting. You may
revoke or change your proxy at any time before the annual meeting. To do this,
send a written notice of revocation or another signed proxy card with a later
date to the Secretary of the Company at the Company's principal executive
offices before the beginning of the annual meeting. You may also revoke your
proxy by attending the annual meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the
proxies, and any additional solicitation material furnished to stockholders.
Copies of solicitation material will be furnished to brokerage
houses, fiduciaries, and custodians holding shares in their names that are
beneficially owned by others so that they may forward this solicitation material
to such beneficial owners. In addition, the Company may reimburse such persons
for their costs of forwarding the solicitation material to such beneficial
owners. The original solicitation of proxies by mail may be supplemented by
solicitation by telephone, telegram, or other means by directors, officers,
employees, or agents of the Company. No additional compensation will be paid to
these individuals for any such services. Except as described above, the Company
does not intend to solicit proxies other than by mail.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL NO. 1:
ELECTION OF DIRECTORS BY HOLDERS OF COMMON STOCK
GENERAL
At the annual meeting, the Company is nominating three candidates for
election to the board of directors. Unless otherwise instructed, the proxy
holders will vote the proxies received from holders of Common Stock by them for
the three nominees listed herein. In the event that any nominee of the Company
is unable or declines to accept nomination for election, the proxies will be
<PAGE>
voted for any nominee who shall be recommended by the present board of
directors. Management has no knowledge that any of the persons named will be
unavailable or unwilling to serve. The terms of office for each person elected
as a director will continue until the next annual meeting of stockholders and
until such director's successor has been elected and qualified. The three
nominees who receive the greatest number of affirmative votes shall become
directors.
To the knowledge of the Company, no arrangement or understanding
exists between any of such three nominees and any other person or persons
pursuant to which any nominee was or is to be selected as a director or nominee.
None of the nominees has any family relationship to any other nominee or to any
executive officer of the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The board of directors recommends a vote FOR the nominees listed
below.
JOHN PAPPAJOHN has served as a member of the board of directors of
the Company since 1997. Since 1969, Mr. Pappajohn has been the sole owner of
Pappajohn Capital Resources, a venture capital firm, and President of Equity
Dynamics, Inc., a financial consulting firm, both based in Des Moines, Iowa. Mr.
Pappajohn currently serves as a director of the following public companies:
American Physician Partners, Inc., Patient InfoSystems, Inc., and Pace Health
Management Systems. Mr. Pappajohn received his B.S.C. from the University of
Iowa.
DERACE SCHAFFER, M.D. has served as a member of the board of
directors of the Comapny since 1997. Dr. Schaffer is President of the Ide
Imaging Group, P.C., as well as the LAN Group, a venture capital firm
specializing in healthcare and high technology investments. He serves as a
director of the following public companies: Patient Information Systems, Inc.,
American Physician Partners, Inc., and Oncor, Inc. He is also a director of
several private companies including: Analytica, Inc., Card Systems, Inc., and
Logisticare, Inc. Dr. Schaffer is a board certified Radiologist. He received his
post-graduate radiology training at Harvard Medical School and The Massachusetts
General Hospital, where he served as Chief Resident. Dr. Schaffer is a member of
Alpha Omega Alpha, the national medical honor society and is a Clinical
Professor of Radiology at the University of Rochester School of Medicine.
MICHAEL P. MORAN has served as President, Chief Executive Officer and
a director of the Company since September 1997. Mr. Moran was hired to turn
around the financial picture of the Company and refocus its core business units.
Mr. Moran managed the Company through a successful Chapter 11 reorganization in
4 months, increased business in the Specialty Pharmacy divisions, and launched
the Internet Pharmacy operations. From 1996 to September of 1997 Mr. Moran was a
Regional Vice President at Coram Healthcare, Inc. From 1990 to 1996 Mr. Moran
was a Regional Vice President for Chartwell Home Therapies, Inc. From 1982 to
1990 Mr. Moran held various sales and management positions at Critical Care
America, Inc. Mr. Moran received a B.A. in Management from Assumption College,
and was a second team All-American Football player.
<PAGE>
INFORMATION CONCERNING NOMINEES AND INCUMBENT DIRECTORS
NOMINEES AGE POSITIONS AND OFFICES
-------- --- ---------------------
John Pappajohn 71 Director
Derace Schaffer, M.D. 52 Director
Michael P. Moran 40 Director, President and Chief Executive
Officer
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1999, the board of directors held
seven meetings. During this period, each of the incumbent directors attended or
participated in each meeting.
PROPOSAL NO. 2:
APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF THE COMPANY TO CHANGE THE NAME OF THE COMPANY TO ALLION
HEALTCARE, INC.
GENERAL
The board of directors of the Company has unanimously approved
(subject to stockholder approval), and is hereby soliciting stockholder approval
of, an amendment to the Company's Restated Certificate, substantially in the
form of Exhibit A attached to this Proxy Statement and incorporated herein by
reference (the "Amendment"), changing the name of the Company to Allion
Healthcare, Inc..
In order to change the name of the Company, the stockholders are
being asked to approve the Amendment. The board of directors approved the
Amendment at the meeting of the board of directors on October 4, 2000 subject to
stockholder approval. The change in name reflects the fact that the Company
intends to focus on its core business, the specialty pharmacy business.
The approval of the Amendment requires the affirmative vote of a
majority of the Company's outstanding shares of Common Stock. The failure of the
stockholders to approve the Amendment will not affect any other proposals of
this Proxy Statement.
RECOMMENDATION OF BOARD OF DIRECTORS
The board of directors recommends a vote FOR the above proposal.
<PAGE>
PROPOSAL NO. 3:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Holtz Rubinstein & Co., LLP served as the Company's independent
public accountants for the fiscal year ended December 31, 1999. At the annual
meeting, the stockholders are being asked to ratify the selection of Holtz
Rubinstein & Co., LLP as the Company's independent public accountants for the
fiscal year ending December 31, 2000. The affirmative vote of the majority of
the shares present or represented and voting at the annual meeting, together
with the affirmative vote of at least a majority of the required quorum, is
required for approval of the ratification of Holtz Rubinstein & Co., LLP as the
Company's independent public accountants.
In the event the stockholders fail to ratify the appointment, the
board of directors will reconsider its selection. Even if the selection is
ratified, the board of directors, in its discretion, may direct the appointment
of a different independent accounting firm for such fiscal year if the board of
directors feels that such a change would be in the Company's and its
stockholders, best interests.
Representatives of Holtz Rubinstein & Co., LLP will be present at the
annual meeting to respond to appropriate questions and to make such statements
as they desire.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The board of directors recommends that the stockholders vote FOR the
ratification of the selection of Holtz Rubinstein & Co., LLP to serve as the
Company's independent public accountants for the fiscal year ending December 31,
2000.
PROPOSAL NO. 4:
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The board of directors has no knowledge of any other matters which
may come before the annual meeting and does not intend to present any other
matters. However, if any other matters shall properly come before the meeting or
any adjournments thereof, the persons named as proxies will have discretionary
authority to vote the shares of Common Stock represented by the accompanying
proxies in accordance with their best judgment.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
As of November 1, 2000, set forth below are the number of shares and
the percentage of outstanding shares of Common Stock of the Company owned
beneficially by each director and executive officer of the Company and by each
shareholder known by the company to own more than five percent of the Company's
common stock
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNER
NAME AND ADDRESS NUMBER OF
OF BENEFICIAL OWNER SHARES (1) PERCENTAGE (2)
------------------- ---------- --------------
<S> <C> <C>
John Pappajohn 1,100,000 (3) 29.7%
2116 Financial Center
Des Moines, IA 50309
Derace Schaffer, M.D. 300,000 (4) 8.1%
3489 Elmwood Avenue
Rochester, NY 14610
Michael P. Moran 600,000 (5) 16.2%
33 Walt Whitman Road, Suite 200A
Huntington Station, NY 11746
Northwest Holdings, Ltd. 250,000 6.7%
4th Floor, Bank of Nova Scotia Bldg.
P.O. Box 1068, Georgetown
Grand Cayman, Cayman Islands, B/.W.I.
Edgewater Private Equity Fund II, L.P. 562,500 15.2%
900 N. Michigan Avenue, 14th Floor
Chicago, IL 60611
Officers and Directors 2,000,000 54.%
As a group (3 persons)
-------------------------------------------------------------------------------
<FN>
(1) This table is based upon information supplied by the officer,
directors and principal shareholders and applicable schedules filed with the
Securities and Exchange Commission. Unless otherwise indicated in the footnotes
to this table and subject to community property laws where applicable, the
Company believes that each of the shareholders named in this table has sole
voting and investment power with respect to the shares indicated as beneficially
owned. The number of shares for each person is calculated in accordance with the
rules of the Securities and Exchange Commission and includes shares each person
has the right to acquire within 60 days from the exercise of stock options.
(2) Percentages are calculated on the basis of the amount of
outstanding shares of stock (3,696,813), plus for each person or group, any
shares that person or group has the right to acquire within 60 days through the
exercise of options.
(3) Includes 475,000 shares held by Halkis, Ltd., a sole
proprietorship owned by Mr. Pappajohn, 250,000 shares held by Thebes, Ltd., a
sole proprietorship owned by Mr. Pappajohn's spouse. Mr. Pappajohn disclaims
beneficial ownership of the shares owned by Thebes, Ltd. Includes 50,000
Director Options granted effective February 1, 1999.
<PAGE>
(4) Includes 50,000 Director Options granted effective February 1,
1999.
(5) Includes 500,000 options granted effective February 1, 1999 and
100,000 options granted January 11, 2000.
</FN>
</TABLE>
COMPLIANCE WITH SEC REPORTING REQUIREMENTS
Section 16(a) of the Exchange Act ("Section 16(a)"), requires the
Company's directors and certain of its officers, and persons who own more than
10% of the Company's Common Stock (collectively, "Insiders"), to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Insiders are required by Commission regulations to furnish
the Company with copies of all section 16(a) forms they file.
Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no Form 5s
were required for those persons, the Company believes that its Insiders complied
with all applicable Section 16 filing requirements for 1999, on a timely basis.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth all compensation received for services
rendered to the Company in all capacities for the years ended December 31, 1999,
1998 and 1997, by (i) each person who served as Chief Executive Officer of the
Company during the year ended December 31, 1999 and (ii) each of the other four
most highly compensated executive officers of the Company who were serving as
executive officers at December 31, 1999 and whose total compensation exceeded
$100,000 (collectively, the "Named Executive Officers"). Perquisites amounting
in aggregate to the lesser of $50,000 or 10% of the total annual salary and
bonus reported for the named executive officer are not disclosed.
The following table sets forth the compensation received for services
rendered to Allion Healthcare, Inc., for 1999 by its Chief Executive Officer.
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Name and Awards Securities
Principal Underlying All Other
Position Year Salary Bonus Options Compensation (1)
-------- ---- ------ ----- ------- ----------------
<S> <C> <C> <C> <C> <C>
Michael P. Moran 1999 $140,231 $64,231 500,000 $120,000
President, Chief
Executive Officer 1998 $120,000 $20,000 -- --
Chief Financial
Officer, Secretary 1997 $120,000 $20,000 -- --
------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Represents commission earned for sale of Houston operations, which was not
paid out to Mr. Moran during 1999.
</FN>
</TABLE>
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth the number of exercisable and
unexercisable options held by each of the Named Executive officers at December
31, 1999. No shares of Common Stock were acquired upon exercise of stock options
by the Named Executive Officers during the fiscal year 1999.
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-Money Options
Unexercised Options at Fiscal Year-End at Fiscal Year End
Name Exercisable/Unexercisable (#) Exercisable/Unexercisable ($)
---- ----------------------------- -----------------------------
<S> <C> <C>
Michael P. Moran 0/600,000 0/1,200,0000
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
STOCKHOLDER PROPOSALS
Stockholders are entitled to submit proposals on matters appropriate
for stockholder action consistent with regulations of the Securities and
Exchange Commission and with the Company's By-laws. Any such proposal for the
2001 annual meeting of stockholders must comply with applicable regulations and
be RECEIVED by the Secretary, MOMSPharmacy.com, Inc., 33 Walt Whitman Road,
Suite 200A, Huntington Station, New York 11746, as follows:
(i) to be eligible for inclusion in the Company's proxy statement and
form of proxy, it must be received no later than August 19, 2001; or
(ii) to be eligible to be presented from the floor for vote at the
meeting (but not intended for inclusion in the Company's proxy
materials), it must be received by September 29, 2001.
<PAGE>
ANNUAL REPORTS
A copy of the Company's annual report on Form 10-KSB is being mailed
to each stockholder of record along with this Proxy Statement. Such report is
not part of the Company's soliciting material.
OTHER MATTERS
The board of directors knows of no other matters to be presented for
stockholder action at the annual meeting. However, if other matters do properly
come before the annual meeting or any adjournments or postponements thereof, the
board of directors intends that the persons named in the proxies will vote upon
such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Michael P. Moran
Secretary
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
MOMSPHARMACY.COM, INC.
UNDER SECTION 242 OF THE GENERAL CORPORATION LAW
MOMSPHARMACY.COM, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: The name of the corporation (the "Corporation") is
MOMSPharmacy.com, Inc.
SECOND: The Corporation's original Certificate of
Incorporation was filed with the Secretary of State on February 3, 1989, a
Restated Certificate of Incorporation was filed with the Secretary of State on
November 15, 1999 and an Amendment to the Restated Certificate of Incorporation
was filed with the Secretary of State on
THIRD: That, pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, resolutions have been duly adopted and
written consent has been given by the Board of Directors of the Corporation,
setting forth the proposed amendments to the Restated Certificate of
Incorporation of the Corporation, declaring said amendments to be advisable. The
resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the Restated Certificate of Incorporation of
this corporation be amended by changing the Article thereof numbered "FIRST" so
that, said Article shall be amended and restated in its entirety as follows:
"FIRST: The name of the Corporation is Allion
HealthCare, Inc."
<PAGE>
FOURTH: That, thereafter, pursuant to the resolutions of
the Board of Directors of the Corporation, the amendments to the Restated
Certificate of Incorporation, as heretofore amended, herein certified have been
duly authorized and adopted by the holders of a majority of the outstanding
shares of the Corporation in accordance with Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
amendment to the Restated Certificate of Incorporation to be signed by the
undersigned, who affirms that the execution hereof is the act and deed of the
Corporation and that the facts stated therein are true and correct under the
penalties of perjury, on this ___ day of December, 2000.
By:
----------------------
Michael Moran
President
<PAGE>
COMMON STOCK PROXY
MOMSPHARMACY.COM, INC.
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 5, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF MOMSPHARMACY.COM, INC.
The undersigned revokes all previous proxies, acknowledges receipt of
the notice of annual meeting of stockholders to be held on December 5, 2000 and
the proxy statement, and appoints Michael P. Moran the proxy of the undersigned,
with full power of substitution, to vote all shares of Common Stock of
MOMSPharmacy.com, Inc. that the undersigned is entitled to vote, either on his
or her own behalf or on behalf of an entity or entities, at the 2000 annual
meeting of stockholders of the Company to be held at the offices of McDermott,
Will & Emery, 50 Rockefeller Plaza, 11th Floor, New York, New York 10020, on
December 5, 2000 at 9:00 a.m., and at any adjournment or postponement thereof,
with the same force and effect as the undersigned might or could do if
personally present thereat. The shares represented by this proxy shall be voted
in the manner set forth below.
1. TO ELECT DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND
QUALIFIED.
_____ FOR all nominees listed below (except as marked to the
contrary below).
Nominees: John Pappajohn
Derace Schaffer, M.D.
Michael P. Moran
_____ WITHHOLD AUTHORITY to vote for all nominees listed above.
TO WITHHOLD AUTHORITY TO VOTE for any nominee or nominees, write the name
of such nominee or nominees below:
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO ALLION HEALTHCARE,
INC.
_____ FOR _____ AGAINST _____ ABSTAIN
<PAGE>
3. TO RATIFY THE SELECTION OF HOLTZ RUBINSTEIN & CO., LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2000.
_____ FOR _____ AGAINST _____ ABSTAIN
The board of directors recommends a vote FOR the directors listed
above in proposal 1 and a vote FOR all other proposals. This Proxy, when
properly executed, will be voted as specified above. If no specification is
made, this Proxy will be voted FOR the election of the directors listed above in
proposal 1 and FOR all other proposals.
MARK HERE FOR ADDRESS
CHANGE AND NOTE BELOW
Please sign your name exactly as it appears hereon. If acting as an
attorney, executor, trustee, or in other representative capacity, sign name and
title.
Signature:
--------------------
Date:
--------------------
Signature:
--------------------
Date:
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