SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-(e)(2))
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MEDIWARE INFORMATION SYSTEMS, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
MEDIWARE INFORMATION SYSTEMS, INC.
1121 Old Walt Whitman Road
Melville, New York 11747-3005
PROXY STATEMENT
November 1, 1996
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Mediware Information
Systems, Inc. (the "Company") to be voted at the Annual Meeting of Shareholders
of the Company (the "Annual Meeting") to be held at 140 East 45th Street, 43rd
Floor, New York, New York 10017 (offices of The Kaufmann Fund) on December 16,
1996 at 10:00 am., New York City time, and any adjournment thereof. This Proxy
Statement and the related proxy card, together with the Company's Annual Report
on Form 10-KSB and the financial statements of the Company for the fiscal year
ended June 30, 1996, are first being sent to the Company's shareholders on or
about November 1, 1996.
Proxies are being solicited by the Company from the holders of
Common Stock with respect to the election of directors.
Please complete, sign, date and return the enclosed proxy. The
proxy solicited hereby may be revoked at any time by executing and delivering a
proxy of a later date, by delivering written notice of revocation to the
Secretary of the Company or by attending the meeting and giving oral notice of
the intention to vote in person. Properly executed, delivered and unrevoked
proxies in the form enclosed will be voted at the Annual Meeting or any
adjournment thereof in accordance with the directions thereon. In the absence of
such directions, the proxy will be voted in accordance with the recommendations
of management.
The only class of voting securities of the Company is its
Common Stock, par value $0.10 per share ("Common Stock"), of which 4,939,344
shares were outstanding on November 1, 1996, each entitled to one vote. Only
shareholders of record on the close of business on November 1, 1996 shall be
entitled to vote at the Annual Meeting.
The holders of a majority of the issued and outstanding shares
of Common Stock entitled to vote, present in person or represented by proxy,
will constitute a quorum for the transaction of business at the Annual Meeting.
The favorable vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting is required for
the election of Directors.
Abstentions will be reflected in the determination of number
of shares present and entitled to vote and will have the
<PAGE>
effect of a negative vote with respect to the election of directors. Brokers who
hold shares in street names for customers will have the authority and will be
entitled to vote on the election of directors if they have not received
instructions from beneficial owners, so there will be no broker non-votes for
the election of directors at the meeting. Unless contrary instructions are
given, all proxies received pursuant to this solicitation will be voted in favor
of the election of the nominees.
ELECTION OF DIRECTORS
As provided in the Restated Certificate of Incorporation of
the Company and the By-Laws, as amended, the Board has fixed the number of
directors at nine, which number is divided into three classes, with one class
standing for election each year for three-year terms. The classes of the Board
are kept as equal in size as practicable and each class has a minimum of three
directors. The favorable vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting is
required for the election of Directors.
At the Annual Meeting, three Class II directors are to be
elected to hold office for a three-year term until the annual meeting following
the 1999 fiscal year and until their successors have been elected and qualified.
Unless otherwise directed, the proxies named in the accompanying form of proxy
intend to vote FOR all of the nominees named below. If any such nominee should
not be available for election, the persons named as proxies may vote in their
discretion for another nominee designated by the Board of Directors in such
person's place.
The information about the nominees and the present directors
of the Company, and their security ownership, has been furnished by them to the
Company. There are no family relationships between any of the nominees.
All of the nominees are currently directors of the Company.
Certain information with respect to the three nominees, Joseph Delario, Walter
Kowsh and John C. Frieberg, is as follows:
Class II Director Nominees
Joseph Delario, age 62, was President and Chief Executive
Officer of Quadrocom, Inc., a business consulting firm, until December 31, 1992,
and since then has been a business consultant and private investor in and active
in the management of several computer service companies. Mr. Delario provided
financial advisory services to the Company during the Company's last fiscal
year, and the Company proposes to retain such services in the future. See "Other
Matters". Mr. Delario received a B.A degree from Fairleigh Dickenson University
in 1956.
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<PAGE>
Walter Kowsh, Jr., age 47, has been a director since 1990. He
is a consultant programmer specializing in Client/Server database systems. He
was a Senior Programmer Analyst with Brown Bros. Harriman & Co. from 1989 to
1992. From 1986 to 1989, he was a computer consultant with Howard Systems
International. He received a B.A. degree from Queens College and an M.B.A. from
the New York Institute of Technology, and is a diplomate of New York University
in Computer Programming and Systems Design.
John C. Frieberg, age 62, was President, C.E.O. and Chief
Financial Officer of the Company from 1992 to July 1995, and has been a director
since 1993. Mr. Frieberg joined Digimedics Corporation, which later became a
wholly owned subsidiary of the Company, as President in October 1989. Prior
thereto, he was President of Caelus, Inc., an information system company, from
1988 to 1989; President of Synergy Computer Graphics Corp., a computer
peripheral equipment company, from 1984 to 1988; and President of NCR/DPI Inc.,
a computer systems manufacturing company, from 1972 to 1982. Mr. Frieberg
received a B.S. degree in Industrial Engineering from the University of
California at Los Angeles.
CURRENT DIRECTORS
The current directors of the Company are as follows:
Class III Directors
(Term Expires at the Annual Meeting Following
the 1997 Fiscal Year)
Lawrence Auriana, age 52, has been Chairman of the Board of
the Company since 1986 and a director since 1983. He has been a Wall Street
analyst, money manager and venture capitalist for over 20 years. Since 1986, he
has been Chairman, a director and, together with Mr. Hans Utsch, also a director
of the Company, Portfolio Co-Manager of The Kaufmann Fund, a mutual fund that
invests in small and medium-sized growth companies. He received a B.A. degree
from Fordham University, studied at New York University Graduate School of
Business, and is a senior member of The New York Society of Securities Analysts.
Jonathan H. Churchill, age 64, has been a practicing attorney
in New York City since 1958 and is currently Counsel at Winthrop, Stimson,
Putnam & Roberts. Mr. Churchill was a partner of Boulanger, Hicks, & Churchill,
P.C., from January 1990 to May 1996, and of Marks, Murase & White from 1979
through 1989. Boulanger, Hicks, & Churchill P.C. and Winthrop, Stimson, Putnam &
Roberts rendered legal services to the Company during the last fiscal year, and
the Company has retained and proposes to retain Winthrop, Stimson, Putnam &
Roberts during the current year. Mr. Churchill received a B.A. from Harvard
College and an L.L.B. from Harvard Law School.
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<PAGE>
Clinton G. Weiman, M.D., age 71, has been a director since
June 1996. From 1961 to January 1993 he was Corporate Medical Director, Senior
Vice President of Citicorp/Citibank. Since January 1996, Dr. Weiman has been
independently engaged as a consultant with the Federal Reserve. From 1956 to
1970 Dr. Weiman was engaged in private practice in New York, New York. Dr.
Weiman received a B.A. degree from Princeton University and a medical degree
from Cornell University Medical College. His appointments have included Clinical
Associate Attending Physician at New York Hospital and Associate Professor,
Clinical Medicine at Cornell University Medical College.
Class I Directors
(Term Expires at the Annual Meeting Following
the 1998 Fiscal Year)
Roger Clark, age 62, has been a director since 1983. From 1980
to 1987, he held a series of managerial positions in the computer products area
with Xerox Corporation. Since 1987, he has been independently engaged as a
micro-computer consultant and programmer. Mr. Clark is the author of seven books
on micro-computing and a director of The Kaufmann Fund.
Hans Utsch, age 58, has been a director since 1985. He has
been independently engaged in money management and investment banking for over
20 years. Since 1986, he has been President and, together with Mr. Lawrence
Auriana, Portfolio Co-Manager of The Kaufmann Fund. He received a B.A. degree
from Amherst College and an M.B.A. from Columbia University.
Les N. Dace, age 50, was appointed President and C.E.O. in
July 1995. He joined the Company in November 1992 as General Manager for the
Digimedics and Surgiware Product Centers. Prior thereto, he was Vice President
of Sales and Marketing for PRX Pharmacy Systems, a Colorado-based company
providing hospital pharmacy management systems and home health software
solutions. From 1983 to 1987, he was employed by NBI, Inc. as divisional
President for its computer peripherals and office supplies company. Mr. Dace has
a B.S. degree in Electrical Engineering from the University of Missouri.
Board Meetings; Committees
The Board of Directors met three times during the fiscal year
ended June 30, 1996. Messrs. Utsch, Kowsh and Frieberg attended fewer than 75%
of the meetings of the Board.
The Company's Audit Committee is currently comprised of
Messrs. Auriana and Clark. The Audit Committee did not meet during fiscal 1996.
At the present time, the Company does not have a nominating committee. The
Compensation Committee, which administers the 1982 Employee Stock Option Plan
and the 1992 Equity Incentive Plan, consisting of Messrs. Clark, Delario and
Auriana, took action one time during fiscal 1996.
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<PAGE>
Compensation of Directors
It has been the Company's practice, starting in 1987, to
conserve cash by compensating directors for their services primarily through the
grant of stock options and shares of Common Stock. In 1991 a Stock Option Plan
for Non-Employee Directors (the "Plan") was adopted. Under the Plan, options to
purchase 1,667 shares are granted annually on July 1 of each year until 1997 to
each non-employee director of the Company (except for the Chairman, who is to
receive options to purchase 5,000 shares). Options will be exercisable at 100%
of fair market value of the Company's Common Stock on the date of grant, and
payment may be in cash, the Company's Common Stock, or a combination thereof. An
aggregate of 150,000 shares of Common Stock are subject to the Plan. Options
granted under the Plan are not intended to qualify under Section 422 of the
Code.
Pursuant to the Plan, each director in office on July 1, 1995,
received for services as director during the ensuing 1996 fiscal year a grant of
1,667 options (5,000 shares in the case of the Chairman) exercisable at $1.00,
which was the fair market value of the Company's Common Stock on July 2, 1995.
These options vested and became exercisable in equal monthly installments during
fiscal 1996.
Each director in office on July 1, 1995 also became entitled
to receive a total of 2,500 shares of Common Stock (7,500 in the case of the
Chairman), payable on July 1, 1996, for his services during fiscal 1996. The
fair market value of the Company's Common Stock on July 1, 1996 was $3.75 per
share.
Share Ownership
The following tables set forth the beneficial ownership of the
Company's Common Stock as of September 30, 1996 by (i) each person who is known
by the Company to own beneficially more than 5% of the Company's Common Stock,
(ii) each of the executive officers named in the Summary Compensation Table
included elsewhere herein, (iii) each current director of the Company, (iv) each
nominee for election as a director and (v) all directors and executive officers
as a group:
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<PAGE>
<TABLE>
<CAPTION>
Principal Shareholder
Number of Shares
Acquirable within Percentage of
Name Number of Shares 60 Days<F1> Class Owned<F2>
- ---- ---------------- ---------- ------------
<S> <C> <C> <C>
Lawrence Auriana<F3> 281,082 711,780<F4> 17.6%
140 East 45th Street
43rd Floor
New York, NY 10017
- --------------------
<FN>
<F1> Reflects the shares which may be acquired by the shareholder upon
exercise of options and warrants which are exercisable within 60 days
of September 30, 1996.
<F2> Based on the numbers of shares outstanding at, plus shares acquirable
by Mr. Auriana within 60 days of, September 30, 1996.
<F3> Mr. Auriana is also Chairman and a director of the Company.
<F4> Includes 674,695 warrants granted to Mr. Auriana for his loans to the
company in the bridge financings of the Company in fiscal 1995 and
fiscal 1994.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Share Ownership by Directors, Nominees, Named Executive Officers
and Directors and Executive Officers as a Group
Number of Shares
Acquirable within Percentage of
Names and Addresses<F1> Number of Shares 60 Days<F2> Class owned<F3>
- -------------------- ---------------- -------- --------------
<S> <C> <C> <C>
Lawrence Auriana 281,082 711,780 17.6%
Jonathan H. Churchill 19,524 8,058 *
Roger Clark 8,700 9,863 *
Les N. Dace 0 57,500 1.2%
Joseph Delario 159,488 8,058 3.4%
John Frieberg 2,500 37,639 *
Walter Kowsh, Jr. 29,247 9,863 *
Hans Utsch 96,450 9,863 2.1%
Clinton G. Weiman 0 695 *
John Esposito 1,100 50,000 1.0%
Thomas Mulstay 0 50,000 1.0%
All Directors and Executive
Officers as a group 598,091 953,319 26.3%
(12 persons)
- ------------------------
<FN>
<F1> Addresses are as follows: Lawrence Auriana: see previous chart.
Jonathan Churchill: One Battery Park Plaza, New York, New York 10004.
Roger Clark: 330 Elm Street, Unit #1, New Canaan, CT 06840. Les Dace:
1600 Green Hills Road, #105, Scotts Valley, CA 95066. Joseph Delario:
77 Independence Way North, Edgewater, NJ 07020. John Frieberg: 4402
South St. Andrew's Lane, Spokane, WA 99223. Walter Kowsh, Jr.: 64-08
136th Street, Flushing, NY 11367. Hans Utsch: 140 East 45th Street,
43rd Floor, New York, New York 10017. Clinton Weiman: 2 Roberta Lane,
Greenwich, CT 06830. John Esposito: 1121 Old Walt Whitman Road,
Melville, NY 11747-3005. Thomas Mulstay: 1121 Walt Whitman Road,
Melville, NY 11747-3005.
<F2> Reflects the shares which may be acquired by the shareholders upon
exercise of options and warrants which are exercisable within 60 days
of September 30, 1996.
<F3> Based on the number of shares outstanding at September 30, 1996, plus,
for each person or group, shares acquirable within 60 days of September
30, 1996.
* Represents less than 1% of the Company's outstanding common stock.
</FN>
</TABLE>
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<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name Age Position
- ---- --- --------
Lawrence Auriana...........52 Chairman of the Board and Secretary
Les Dace...................50 President, CEO, CFO and General
Manager - Surgiware
Rodger Wilson..............46 Vice President and General Manager -
Digimedics - Pharmacy Division
Thomas Mulstay.............44 Vice President and General Manager -
Hemocare
John Esposito..............37 Vice President - Sales - Mediware
-------------------
Lawrence Auriana has been Chairman of the Board of the Company
since 1986 and a director since 1983. He has been a Wall Street analyst, money
manager and venture capitalist for over 20 years. Since 1986, he has been
Chairman, a director and, together with Mr. Hans Utsch, also a director of the
Company, Portfolio Co-Manager of The Kaufmann Fund, a mutual fund that invests
in small and medium-sized growth companies. He received a B.A. degree from
Fordham University, studied at New York University Graduate School of Business,
and is a senior member of The New York Society of Securities Analysts.
Les N. Dace was appointed President and C.E.O. in July 1995.
He joined the Company in November 1992 as General Manager for the Digimedics and
Surgiware Product Centers. Prior thereto, he was Vice President of Sales and
Marketing for PRX Pharmacy Systems, a Colorado-based company providing hospital
pharmacy management systems and home health software solutions. From 1983 to
1987, he was employed by NBI, Inc. as divisional President for its computer
peripherals and office supplies company. Mr. Dace has a B.S. degree in
Electrical Engineering from the University of Missouri.
Rodger P. Wilson joined the Company on June 30, 1996 as Vice
President/General Manager of the Pharmacy Division. He was President and Chief
Executive Officer of PRX Pharmacy Systems, Inc., from 1982 to 1992. Mr. Wilson
was Vice President of Operations and Chief Information Officer of Concepts
Direct, Inc., from 1992 to 1996. Mr. Wilson received a B.S. degree from the
University of Wyoming School of Pharmacy and an M.S. degree from the University
of Colorado Graduate School of Pharmacy.
Thomas Mulstay joined the Company as Vice President and was
appointed General Manager, Hemocare in 1992. From 1989 to 1990, he was with
Spectrum Healthcare Solutions, a joint venture of IBM, Inc. and Baxter
Healthcare International, engaged in various sales positions. From 1986 to 1989
Mr. Mulstay was employed by Baxter Healthcare International, first as a Regional
Sales Manager, then Regional Manager, then Regional Vice President. Previously
he was a District Sales Manager at Terrano Corporation, a vendor of laboratory
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<PAGE>
information systems to hospitals, National Hospital Marketing Manager at Metpath
Laboratory, and a sales representative at Abbott Laboratories. Mr. Mulstay holds
a B.S. degree from Assumption College.
John Esposito joined the Company as Vice President Sales in
June 1990. From May 1986 to June 1990, he was employed in various sales
positions by the Healthcare Division of Data General Corporation. He is a
two-time member of Data General's Million Dollar Club, and was recognized in May
1990 as Data General's outstanding healthcare sales representative. Prior to
joining Data General, he worked in a technical capacity in the Information
Systems Department at the New York Public Library. He is a graduate of Syracuse
University, with a B.S. degree in Marketing and Management Information Systems.
EXECUTIVE COMPENSATION
The following tables sets forth the compensation of the Chief
Executive Officer of the Company and each of the other most highly compensated
executive officers whose total annual salary and bonus was over $100,000 for the
fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Principal Fiscal Salary Bonus sation Awards Options Payouts sation
- ------------------
Positions<F1> Year ($) ($) ($) ($) SARs (#) ($) ($)
- --------- ------- ----------- ----------- ------------- --------------- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Les N. Dace 1996 110,000 52,560 -- -- 50,000 -- 262
President, CEO and CFO 1995 75,000 60,731 -- -- -- -- 262
1994 75,000 34,426 -- -- 30,000 -- 262
John Esposito 1996 70,000 71,795 -- -- -- -- 262
Vice President, Sales 1995 70,000 50,595 -- -- -- -- 250
1994 70,000 36,183 -- -- 30,000 -- 241
Thomas Mulstay 1996 75,000 130,313 -- -- -- -- 232
Vice President & General 1995 75,000 90,662 -- -- -- -- 215
Manager, Hemocare 1994 75,000 59,011 -- -- 30,000 -- 205
- ------------------------
<FN>
<F1> The amount of salary and bonus for fiscal 1996 for the other executive
officers did not meet the threshold reporting requirement under the
rules of the Commission.
</FN>
</TABLE>
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<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning
options to purchase Common Stock in fiscal 1996 granted to the individuals named
in the Summary Compensation Table. No stock appreciation rights were granted in
fiscal 1996.
<TABLE>
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted Fiscal Year Base Price Date
---- ---------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Les Dace 50,000<F1> 100% $1.00 July 1, 2005
John Esposito -- -- -- --
Thomas Mulstay -- -- -- --
- ------------------------
<FN>
<F1> Options are exercisable 25%, 50%, 75% and 100% on July 1, 1996, July 1,
1997, July 1, 1998 and July 1, 1999, respectively.
</FN>
</TABLE>
FISCAL 1996 OPTION/SAR EXERCISES AND VALUE
OF OUTSTANDING OPTIONS AT JUNE 30, 1996
The following table sets forth options exercised by the named
executive officers during fiscal 1996 and the number and value of options held
by them at June 30, 1996. No stock appreciation rights were granted and there
were no outstanding stock appreciation rights at June 30, 1996. The fair market
value on such date was $3.75 per share.
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of
Shares Unexercised Unexercised
Acquired on Value Options at End In-the-Money Options
Name Exercise Realized of Fiscal Year End of Fiscal Year
- ---- ------------ --------- --------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Les N. Dace -- -- 45,000 50,000 $112,350 $137,500
John Esposito -- -- 50,000 0 122,300 0
Thomas Mulstay -- -- 50,000 0 122,300 0
</TABLE>
Employment Agreements
Messrs. Dace, Esposito and Mulstay have employment agreements
or understandings with the Company providing for minimum compensation levels of
$110,000, $70,000 and $75,000, respectively, plus bonuses based on percentages
of 5%, 2% and 1%, respectively, of gross profits. Additionally, Mr. Mulstay's
agreement provides for additional bonuses based on percentages of additional
measures of performance, such as net profits, gross profit on new sales and
reseller sales. Mr. Esposito and Mr. Mulstay's agreements have non-compete and
confidentiality covenants. All three agreements also provide for grants of stock
options and for three months' (two months' in the case of Mr. Esposito)
severance pay in case of involuntary termination.
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<PAGE>
1982 Employee Stock Option Plan
In 1982, the Company adopted an employee stock option plan
(the "1982 Plan") for officers and other key employees, not including directors.
Options are non-transferable except in the case of death. Options currently
outstanding under the 1982 Plan generally vest and become exercisable in monthly
installments over a two or three-year period, with each installment remaining
exercisable for a five-year period after it vests. No options intended to be
incentive stock options under the Internal Revenue Code of 1986 ("Code") are
currently outstanding. No options may currently be granted under this Plan. The
expiration of certain options previously granted under this Plan whose terms
would have ended in fiscal 1996 have been suspended pending the satisfaction of
legal requirements preventing their exercise.
1992 Equity Incentive Plan
Awards granted under the 1992 Equity Incentive Plan (the
"Equity Incentive Plan") include a wide range of Common Stock-based awards.
Officers and other management employees of the Company are eligible to
participate in the Equity Incentive Plan. The maximum number of shares of Common
Stock which may be issued under the Equity Incentive Plan at any time is 20% of
the outstanding shares of the Company's Common Stock, except that no more than
500,000 shares may be issued pursuant to incentive stock options. No awards may
be granted after the year 2002. The term of each stock option is to be
determined by the Compensation Committee but may not exceed ten years from the
date of grant. The option price of each stock option is payable in cash, in
shares of the Company's Common Stock, or by a combination thereof. The option
agreements granted to date provide that, in the event of a change of control of
the Company, the exercise of such options may be accelerated by the Committee.
Stock Option Plan for Non-Employee Directors
The Stock Option Plan for Non-Employee Directors is
described above under "Compensation of Directors."
OTHER MATTERS
The Company has agreed with Joseph Delario, a nominee for
director, and an investment banking firm of which Messrs. Auriana and Utsch are
principals that Mr. Delario and such firm will continue to render investment
banking advice to the Company and that, if any merger, acquisition, divestiture
or analogous transaction is successfully consummated as a result of their
efforts, the Company will pay to Joseph Delario and/or such investment banking
firm, a total fee related to the value of the company acquired or divested on
the basis of 5% of the first $2 million, 4% of the second $2 million, 3% of the
third $2 million, 2% of the fourth $2 million and 1% of any additional amounts.
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<PAGE>
On June 17, 1996, pursuant to the above agreement, as
modified, Mr. Delario received $150,000 of shares of the Company's Common Stock
as a fee in connection with the acquisition by Digimedics Corporation, a wholly
owned subsidiary of the Company, from Continental Healthcare Systems, Inc. of
Continental's Pharmakon division and all of the issued and outstanding capital
stock of JAC Computer Services Limited.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
A report on Form 3 for Clinton G. Weiman, reporting no
transactions, was filed three and one half weeks late. Three reports on Forms 4
and 5 for Joseph Delario, to report an aggregate of six transactions, have not
yet been filed, but are currently in the process of being filed.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the next
annual meeting of shareholders of the Company must be received by the Company at
its offices at 1121 Old Walt Whitman Road, Melville, New York 11747-3005, no
later than July 4, 1997, and must satisfy the conditions established by the
Securities and Exchange Commission for shareholder proposals to be included in
the proxy statement of the Company at that meeting.
MISCELLANEOUS
A representative of Richard A. Eisner & Company, the Company's
independent auditors, is expected to be present at the meeting. The
representative will be afforded an opportunity to make a statement and will be
available to respond to questions by shareholders.
Officers and regular employees of the Company, without extra
compensation, may solicit the return of proxies by mail, telephone, telegram and
personal interview. Certain holders of record such as brokers, custodians and
nominees are being requested to distribute proxy materials to beneficial owners
and to obtain such beneficial owners' instructions concerning the voting of
proxies.
The cost of solicitation of proxies (including the cost of
reimbursing banks, brokerage houses, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding proxy soliciting
material to beneficial owners) will be paid by the Company.
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<PAGE>
TRANSACTION OF OTHER BUSINESS
The Board of Directors of the Company knows of no business
that will be presented for consideration at the Annual Meeting other than as
described in this Proxy Statement. If any other matters are properly brought
before the meeting or any adjournment or postponement 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 best judgment.
By order of the Board of Directors
Lawrence Auriana, Secretary
Dated: November 1, 1996
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<PAGE>
PROXY PROXY
MEDIWARE INFORMATION SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Lawrence Auriana, Les N. Dace
and Hans Utsch, and each of them, acting alone or jointly, as attorneys and
agents, with full power of substitution, to vote as proxy all of the shares of
Common Stock standing in the name of the undersigned at the Annual Meeting of
the Shareholders of Mediware Information Systems, Inc., to be held at 140 East
45th Street, 43rd Floor, New York, New York 10017 (the offices of The Kaufmann
Fund) at 10:00 a.m. on December 16, 1996, and any adjournments thereof, with
respect to all matters as may properly come before the meeting or any
adjournments thereof. Receipt of Notice of Meeting dated November 1, 1996 is
hereby acknowledged.
The Board of Directors recommends a vote for the election of the three nominees
as Class II directors.
1. ELECTION OF CLASS II DIRECTORS:
NOMINEES: JOSEPH DELARIO, WALTER KOWSH, JR. AND JOHN C. FRIEBERG
|_| FOR ALL LISTED NOMINEES |_| WITHHOLD AUTHORITY
(EXCEPT AS MARKED)
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(To withhold authority to vote for any
individual nominee, write that nominee's
name in the space provided above.)
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES FOR DIRECTOR ON THE REVERSE SIDE.
Dated ___________________, 1995
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(Signature(s))
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*Please sign exactly as name(s) appear(s) to the left. If
joint account, all joint owners should sign. When signing as
attorney, trustee, administrator, executor, etc., state full
title.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO
THE OFFICE OF LAWRENCE AURIANA, 140 EAST 45TH STREET, 43RD
FLOOR NEW YORK, NY 10017.
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