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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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
HEALTHCARE INTEGRATED SERVICES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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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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HEALTHCARE INTEGRATED SERVICES, INC.
SHREWSBURY EXECUTIVE CENTER II
1040 BROAD STREET
SHREWSBURY, NEW JERSEY 07702
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SUPPLEMENT TO THE PROXY STATEMENT FOR THE 1999 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of HealthCare Integrated Services, Inc.:
HealthCare Integrated Services, Inc. (the "Company") is furnishing this
Supplement to its Proxy Statement, dated November 29, 1999 (the "Proxy
Statement"), in connection with the 1999 Annual Meeting of Stockholders of the
Company (the "Meeting") to be held on Friday, December 17, 1999, at the offices
of the Company, Shrewsbury Executive Center II, 1040 Broad Street, Shrewsbury,
New Jersey 07702, at 10:00 a.m., local time. The approximate date on which this
Supplement to the Proxy Statement and the enclosed proxy card are first being
sent to the stockholders of the Company is December 8, 1999. This Supplement is
intended to be read in conjunction with the Proxy Statement, which remains in
effect in all respects, except to the extent modified hereby.
One of the proposals to be presented at the Meeting is the approval of an
amendment to the Certificate of Incorporation of the Company to effect a reverse
stock split of the Company's outstanding common stock. The Proxy Statement
currently contemplates stockholder approval of an exchange ratio range in which
the reverse stock split may be effected of one new share of common stock in
exchange for between two and eight shares of outstanding common stock. This
Supplement hereby amends such exchange ratio range by increasing the range to
between two and ten as opposed to two and eight. This amendment is necessary in
light of the current stock price of the common stock. The closing sales price of
the common stock on Monday, December 6, 1999, was $0.59375. Based on the
11,356,974 shares of common stock outstanding as of October 20, 1999 (the record
date for the Meeting), a 1:10 reverse stock split would represent an approximate
percentage reduction in the outstanding shares of common stock of 90% and the
approximate number of shares of common stock that would be outstanding as a
result of such a stock split would be 1,135,697. (As stated in the Proxy
Statement, a 1:8 reverse stock split would represent an approximate percentage
reduction in the outstanding shares of common stock of 87% and the approximate
number of shares of common stock that would be outstanding as a result of such a
stock split would be 1,419,622. A 1:9 reverse stock split would represent an
approximate percentage reduction in the outstanding shares of common stock of
89% and the approximate number of shares of common stock that would be
outstanding as a result of such a stock split would be 1,261,886). The specific
exchange ratio of any reverse stock split will be determined by the Board of
Directors following stockholder approval of the reverse stock split.
We have enclosed an additional proxy for your convenience. If you have not yet
exercised your right to give voting instructions or if you wish to approve the
reverse stock split proposal as so amended or otherwise change your voting
instructions, please complete, date and sign the enclosed proxy and return it in
the return stamped envelope provided. As stated in the Proxy Statement, a
stockholder may revoke the authority granted by his execution of a proxy at any
time before the effective exercise of such proxy by delivering a duly executed
proxy bearing a later date or by filing a written revocation thereof with the
Assistant Secretary of the Company at its executive offices. Executed proxies
and written revocations of previously delivered proxies also can be delivered to
the Company via facsimile to the Assistant Secretary at (732) 544-8262. Presence
at the Meeting does not of itself revoke the proxy unless the stockholder so
attending shall, in writing, so notify the Secretary of the Meeting at any time
prior to the voting of the proxy. ANY PROXY DELIVERED BEARING A DATE PRIOR TO
THE DATE HEREOF WILL BE DEEMED TO PROVIDE VOTING INSTRUCTIONS WITH RESPECT TO
THE ORIGINAL REVERSE STOCK SPLIT PROPOSAL PRESENTED IN THE PROXY STATEMENT. ANY
PROXY DELIVERED BEARING THE DATE HEREOF OR ANY DATE AFTER THE DATE HEREOF WILL
BE DEEMED TO PROVIDE VOTING INSTRUCTIONS WITH RESPECT TO THE REVERSE STOCK SPLIT
PROPOSAL AS AMENDED HEREBY. IF YOU WISH TO APPROVE THE REVERSE STOCK SPLIT
PROPOSAL AS AMENDED HEREBY OR OTHERWISE CHANGE YOUR VOTING INSTRUCTIONS, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE RETURN STAMPED
ENVELOPE PROVIDED. Approval of the amended reverse stock split proposal will
require the affirmative vote, in person or by proxies bearing the date hereof or
any date after the date hereof, of (1) the holders of a majority of the
outstanding shares of Common Stock and Series D Stock, voting together, plus (2)
the holders of a majority of the outstanding shares of Series D Stock, voting
separately. The original reverse stock split proposal will be deemed approved by
the stockholders if the Company receives proxies bearing a date prior to the
date hereof of (1) holders of a majority of the outstanding shares of Common
Stock and Series D Stock plus (2) holders of a majority of the outstanding
shares of Series D Stock, in each case voting in favor of the reverse stock
split proposal UNLESS the Company receives proxies bearing the date hereof or
any date after the date hereof (together with ballots of any stockholder voting
in person at the meeting) of (1) holders of a majority of the outstanding shares
of Common Stock and Series D Stock plus (2) holders of a majority of the
outstanding shares of Series D Stock, in each case voting in favor of the
reverse stock split proposal.
By Order of the Board of Directors,
ELLIOTT H. VERNON
Chairman of the Board and Chief Executive Officer
December 8, 1999
Shrewsbury, New Jersey
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF HEALTHCARE INTEGRATED SERVICES, INC.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated November 29, 1999, and the
supplement to the proxy statement dated December 8, 1999, and does hereby
appoint Elliott H. Vernon and Scott P. McGrory, or either of them, with full
power of substitution, as proxy or proxies of the undersigned to represent the
undersigned and to vote all shares of voting securities of HealthCare Integrated
Services, Inc. (the "Company") which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Stockholders of the Company to be
held at 10:00 a.m. (EDT) on December 17, 1999 at the offices of the Company,
Shrewsbury Executive Center II, 1040 Broad Street, Shrewsbury, New Jersey 07702,
and at any adjournment(s) or postponement(s) thereof, hereby revoking all
proxies heretofore given with respect to such stock:
1. APPROVAL OF REVERSE STOCK SPLIT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS:
FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY [ ]
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR NOMINEES LISTED
BELOW
NOMINEES: SHAWN A. FRIEDKIN, MANMOHAN A. PATEL, JOSEPH J. RAYMOND, MICHAEL
S. WEISS AND ELLIOTT H. VERNON
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED.)
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3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) THEREOF.
TO BE SIGNED ON OTHER SIDE
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(Continued from front)
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
This Proxy, when properly executed, will be voted in accordance with the
directions given by the undersigned shareholder. If no direction is made, it
will be voted in favor of the approval of the reverse stock split and the
election of the nominees for director named herein.
(SIGNATURE(S))
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DATED:
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Please sign exactly as name(s) appears
hereon, and when signing as attorney,
executor, administrator, trustee or
guardian, give your full title as such.
If the signatory is a corporation, sign
the full corporate name by a duly
authorized officer. When shares are
held by joint tenants, both should
sign.
