<PAGE>
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:
/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 240.14a-11(c) or 240.14a-12
Universal Self Care, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Brian Bookmeier
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / 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:
------------------------------------------------------------------------
(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 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
UNIVERSAL SELF CARE, INC.
11585 FARMINGTON ROAD
LIVONIA, MICHIGAN 48150
- -----------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 18, 1997
- -----------------------------------------------------------------------------
To the Stockholders of
UNIVERSAL SELF CARE, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Annual Meeting") of
Stockholders of Universal Self Care, Inc. (the "Company" or the "Corporation")
will be held at the Corporation's offices located at 11585 Farmington Road,
Livonia, Michigan 48150 on February 18, 1997 at 10:00 a.m. local time for the
following purposes:
1. To elect six (6) directors to hold office until the next Annual
Meeting;
2. To ratify the selection of Feldman Radin & Co., P.C. auditors of the
Company for the Fiscal Year ending June 30, 1997;
3. To authorize an amendment to the Company's certificate of incorporation
to increase the authorized capital of the company by increasing from 20,000,000
shares of common stock, $.0001 par value (The "Common Stock") to 40,000,000
shares the Company's authorized Common Stock;
4. To transact such business as may properly come before the meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed December 26, 1996 as the record of date
for the determination of stockholders entitled to notice of and to vote at the
meeting or any adjournment thereof. The stock transfer books of the Company
will not be closed, but only stockholders of record at the close of business on
December 26, 1996 will be entitled to vote at the meeting or any adjournment or
adjournments thereof.
By Order of the Board of Directors
Brian Bookmeier, President
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN AND RETURN YOUR
PROXY CARD PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE PROVIDED FOR YOUR USE.
<PAGE>
UNIVERSAL SELF CARE, INC.
11585 FARMINGTON ROAD
LIVONIA, MICHIGAN 48150
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PROXY STATEMENT
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GENERAL INFORMATION CONCERNING SOLICITATION
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Universal Self Care,
Inc. (hereinafter referred to as the "Company" or the "Corporation"), for its
Annual Meeting of Stockholders (the "Meeting") to be held on February 18,
1997, or any adjournments thereof. Shares cannot be voted at the meeting
unless their owner is present in person or represented by proxy. Copies of
this proxy statement and the accompanying form of proxy shall be mailed to
the stockholders of the Company on or about January 18, 1996, accompanied by
a copy of the Company's Annual Report containing financial statements as of
and for the fiscal years ended June 30, 1995 and June 30, 1996, together with
other information respecting the operations of the Company. The principal
executive offices of the Company are located at the address indicated above.
If a proxy is properly executed and returned, the shares represented
thereby will be voted in accordance with the specifications made, or if no
specification is made the shares will be voted to approve each proposition and
to elect each nominee for director identified on the proxy. Any stockholder
giving a proxy has the power to revoke it at any time before it is voted by
filing with the Secretary of the Company a notice in writing revoking it. A
proxy may also be revoked by any stockholder present at the Meeting who
expresses a desire in writing to revoke a previously delivered proxy and to vote
his or her shares in person. The mere presence at the Meeting of the person
appointing a proxy does not revoke the appointment. In order to revoke a
properly executed and returned proxy, the Company must receive a duly executed
written revocation of that proxy before it is voted. A proxy received after a
vote is taken at the Meeting will not revoke a proxy received prior to the
Meeting; and a subsequently dated proxy received prior to the vote will revoke a
previously dated proxy.
All expenses in connection with the solicitation of proxies, including
the cost of preparing, handling, printing and mailing the Notice of Annual
Meeting, Proxies and Proxy Statements will be borne by the Company.
Directors, officers and regular employees of the Company, who will receive no
additional compensation therefore, may solicit proxies by telephone or
personal call, the cost of which will be nominal and will be borne by the
Company. In addition, the Company will reimburse brokerage houses and other
institutions and fiduciaries for their expense in forwarding proxies and
proxy soliciting material to their principals.
Under Delaware statutory law stockholders are estopped from bringing any
action against a Delaware Corporation with regard to any matter approved or
ratified by stockholders, on which matter adequate information has been provided
to stockholders, SOLELY for the reason that an interested director is involved
in the transaction. By voting to approve any such matter, however, stockholders
are not estopped from taking action against the Company on the basis of other
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objections or under common law principles, such as fraud.
At the close of business on December 26, 1996, there were outstanding
7,889,706 shares of Common Stock, 1,580,000 Shares of Series A Preferred
Stock and 1,000,000 shares of Series B Preferred Stock (all of which Series A
and Series B Preferred Stock is collectively referred to as the "Preferred
Stock"), which constituted the voting securities of the Company. Each
stockholder is entitled to cast one vote for each share of Common Stock and
Preferred Stock, which is present at the Meeting either in person or by
proxy. Only holders of record of the outstanding shares of Common Stock at
the close of business on (DECEMBER 2, 1996) will be entitled to vote at the
Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
the following table identifies each person or entity known to the Company
to be the beneficial owner of more than five percent of the Company's Common
Stock on December 12, 1996, each director of the Company, each nominee for
director, and all the directors and officers of the Company as a group, and
sets forth the number of shares of the Company's common stock beneficially
owned by each such person and such group and the percentage of the shares of
the Company's outstanding common stock owned by each such person and such
group. In all cases, the named person has sole voting power and sole
investment power of the securities.
PERCENTAGE OF
NAME AND ADDRESS NUMBER OF SHARES OF COMMON OUTSTANDING
OF BENEFICIAL OWNER STOCK BENEFICIALLY OWNED(1) COMMON STOCK OWNED
Robert M. Rubin
6060 Kings Gate Circle
Delray Beach, FL 33484 (2) 1,016,298 13.3 %
Damon D. Testaverde
580 Oakdale Street
Staten Island, NY 10312 (2) 311,914 4.1 %
Robert Moody, Jr.
2302 Post Office Street
Suite 601
Galvaston, TX 77550 (3) 600,000 7.8 %
H. T. Ardinger
9040 Governors Row
Dallas, TX 75356 (3) 1,064,600 13.3 %
3
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Fred Kassner
59 Spring Street
Ramsey, NJ 07446 (3) 802,310 10.5 %
Edward T. Buchholz
265 Waterside Drive
Moneta, VA 24121 (4) 201,358 2.7 %
Alan M. Korby
24054 Roma Ridge
Novi, MI 48375 (5) 625,000 8.0 %
Brian D. Bookmeier
37119 Muirfield
Livonia, MI 48150 (5) 630,000 8.1 %
Matthew B. Gietzen 628,000 8.1 %
23307 Mystic Street
Novi, MI 48375 (5)
James Linesch 130,000 2.0%
3401 Walnut Ave
Manhattan Beach, CA 90266
All officers and directors
as a group (8 persons
before Offering (2)(4)(5) 3,442,570 38.8 %
- --------------------------
(1) As used herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
consisting of sole or shared voting power (including the power to vote or
direct the vote) and/or sole or shared investment power (including the
power to dispose or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the next 60
days. Unless otherwise noted, beneficial ownership consists of sole
ownership, voting and investment rights.
(2) Includes non-qualified stock options granted on July 28, 1993 to purchase
100,000 shares of common stock at $1.50 per share to Robert M. Rubin under
the Management Stock Option Plan, 100,000 shares of common stock at $1.50
per share granted to Damon Testaverde under the 1992 Employee Stock Option
Plan, and warrants issued to Robert M. Rubin and Damon Testaverde on
December 13, 1995 to purchase 100,000 shares of common stock and 50,000
shares of common stock, respectively, at $1.00 per share.
(3) For Mr. Moody includes Class A Warrants to purchase an aggregate of 300,000
shares of Company Common Stock, for Mr. Ardinger includes Class A Warrants
to purchase an aggregate of 575,550 shares of Company Common Stock and for
Mr. Kassner includes Class A Warrants to purchase an aggregate of 217,655
shares of Company Common Stock, at $3.30 per share.
(4) Includes options to purchase an aggregate of 125,000 shares of Company
Common Stock at $1.25 per share and options to purchase an aggregate of
41,667 shares of Company Common Stock at $1.35 per share. Does not include
options to purchase an aggregate of 50,000 shares of Company Common Stock
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at $1.25 per share which have not as yet vested.
(5) Includes (I) 333,334 shares of Common Stock held by Mr. Korby as well as
166,666 shares of Common Stock issuable to Mr. Korby upon conversion of his
333,333 shares of Series B Preferred Stock, (ii) 338,333 shares of Common
Stock held by Mr. Bookmeier as well as 166,667 shares of Common Stock
issuable to Mr. Bookmeier upon conversion of his 333,334 shares of Series B
Preferred Stock and (iii) 336,334 shares of Common Stock held by Mr.
Gietzen as well as 166,667 shares of Common Stock issuable to Mr. Gietzen
upon conversion of his 333,333 shares of Series B Preferred Stock. Also
includes options to purchase 125,000 shares of Common Stock at $1.35 per
share, granted to each of Messrs. Korby, Bookmeier and Gietzen. 39,179 of
the shares of Common Stock issued to each of Messrs. Korby, Bookmeier and
Gietzen (117,537 shares in the aggregate), have been pledged to Barbara
Milinko to secure a $325,000 note payable to Ms. Milinko by Messrs. Korby,
Bookmeier and Gietzen.
The following table sets forth certain information as of December 26, 1996
with respect to the beneficial ownership of the Common Stock of the Company by
each beneficial owner of more than 5% of the outstanding shares of the Common
Stock of the Company, each director and nominee for director and all offices
and directors of the Company as a group. Unless otherwise indicated, the
owners have sole voting and investment power with respect to their respective
shares.
DIRECTORS, NOMINEES FOR DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY
OFFICERS AND DIRECTORS
The executive officers and directors of the Company as are as follows:
NAME AGE POSITION WITH THE COMPANY
Brian D. Bookmeier 38 President, Chief Executive Officer
Director and Nominee for Director
5
<PAGE>
Tod J. Robinson 35 Vice President - National Sales for Diabetes Self
Care, Inc. (formerly Thriftee Group)
Edward T. Buchholz 53 Executive Vice President, Divisional President of
Diabetes Self Care, Inc. (formerly Thriftee
Group) Director and Nominee for Director
Alan M. Korby 39 Vice President, Divisional President of PCS,
Director and Nominee for Director
Matthew B. Gietzen 33 Vice President of Fulfillment, Director and
Nominee for Director
Dr. Steven Leichter 51 Nominee for Director
James Linesch 42 Nominee for Director
Set forth below is a brief background of the officers, directors and key
employees of the Company, based on information supplied by them.
BRIAN D. BOOKMEIER. Mr. Bookmeier has served as President, Chief
Executive Officer and a director of USC since July 1995. Mr. Bookmeier has
also served as Vice President of USC-Michigan, Inc., the Company's
wholly-owned subsidiary, since July 1995. From September 1989 until its
merger into USC-Michigan, Inc., Mr. Bookmeier served as Executive Vice
President and a Director of PCS Management, Inc., a home medical equipment
supply company that specializes in diabetes management, equipment and
supplies. He is also a Director of the American Diabetes Association since
June 1995.
EDWARD T. BUCHHOLZ. Mr. Buchholz has served as a Vice President and a
director of USC since July 1995. Mr. Buchholz became the President of each of
the corporations comprising The Thriftee Group, wholly-owned subsidiaries of USC
since February 1994, in January 1990. Mr. Buchholz has also served as President
of Diabetes Self Care, Inc., the Company's wholly-owned subsidiary, since July
1995. He started his health care career in 1969 with The Hartford Insurance
Company and has held numerous executive positions in the industry over the past
25 years. From October 1985 to December 1989, Mr.
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Buchholz served as President of Shoney's Va/Md Construction Co., Inc., a
commercial builder of restaurants and motels in Virginia, Maryland and
Delaware. During that same period he also served as President of Eastern
Commercial Real Estate Services, Inc., an insurance consulting firm and
developer of commercial property.
ALAN M. KORBY. Mr. Korby has served as a Vice President and a director of
USC since July 1995. Mr. Korby has also served as President of USC-Michigan,
Inc., the Company's wholly-owned subsidiary, since July 1995. From its founding
in November 1987 until its merger into USC-Michigan, Inc., Mr. Korby served as
President and a Director of PCS Management, Inc., a home medical equipment
supply company that specializes in diabetes management, equipment and supplies.
MATTHEW B. GIETZEN. Mr. Gietzen has served as a Vice President and a
director of USC since July 1995. Mr. Gietzen has also served as Vice President
of USC-Michigan, Inc., the Company's wholly-owned subsidiary, since July 1995.
From January 1988 until its merger into USC-Michigan, Inc., Mr. Gietzen served
as Executive Vice President and a Director of PCS Management, Inc., a home
medical equipment supply company that specializes in diabetes management,
equipment and supplies.
TOD J. ROBINSON. Mr. Robinson has served with the Company since April 1996
as the National Vice President of Sales for the Thriftee Group Division. From
October 1989 to April 1996, Mr. Robinson held a variety of positions with Home
Diagnostics, Inc. (HDI), a medical device manufacturer that specializes in
diabetes testing equipment, serving as the Director of New Business Development,
National Accounts Manager and finally Sales Manager. From September 1986 to
October 1989, Mr. Robinson was Sales Manager and Product Manager for Friden
Alcatel in their business products division.
JAMES LINESCH. Mr. Linesch has been the Chief Financial Officer and Vice
President of CompuMed, a computer company involved with diagnosing medical
conditions, since April 1996. Mr. Linesch has served as a Vice President,
Chief Financial Officer and Controller of the Company from August 1991 to
April 1996. From May 1988 to August 1991, Mr. Linesch served as the Chief
Financial Officer of Science Dynamics Corp., a corporation involved in the
development of computer software.
DR. STEVEN LEICHTER. Dr. Leichter has been in private endocrinology
practice in Columbus, Georgia since 1995, to that, Dr. Leichter had been on
the faculties of University of California, Davis from 1976 to 1977, at the
Universtiy of Kentucky, from 1977 to 1988 and at the Eastern Virginia Medical
School from 1988 to 1955, where he was Professor of Internal Medicine. He is
also Co-Director of the West Georgia Center of Metabolic Disorders and
President of the Columbus Metabolic Foundation. Dr. Leichter has written 60
published scientific papers and book chapters. His most recent paper was
published in Diabetes Care in September 1995. He has been a consultant to the
World Health Organization and chaired the Committee that wrote the
International Plan for Diabetes for the United Nations. He is currently a
consultant to 5 national corporations in diabetes, and is on editorial review
board for the Archives of Internal Medicine, a journal of the American
Medical Association.
The Company has Audit and Compensation and Stock Option Committees, and it
is the Board's Stock Option Committee which administers the Company's Stock
Option Plans. The responsibilities of the Audit Committee include recommending
to the Board of Directors the firm of independent accounts to be retained by the
Company, reviewing with the company's independent accountants the scope and
results of their audits, and reviewing with the independent accountants and
Management the Company's accounting, financial and operating controls and staff.
The Audit Committee generally meets as a committee of the entire Board of
Directors. The Compensation Committee will have responsibility for establishing
and reviewing employee compensation plans. The Stock Option Committee
administers the Company's stock option plan.
Directors of the Company, including management directors, each receive
annual directors' fees of $25,000 for attendance at Board of Directors meetings,
and are reimbursed
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for actual expenses incurred in respect of such attendance.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
To the knowledge of the Company, no officers, directors, beneficial owners
of more than 10 percent of any class of equity securities of the Company
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any other person subject to Section 16 of the
Exchange Act with respect to the Company, failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year, which ended December 31, 1995.
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EXECUTIVE COMPENSATION
The following table sets forth the amount of all compensation paid by the
Company for services rendered during each of 1994, 1995, and 1996 to the person
serving as the Company's Chief Executive Officer at any time during such periods
and to each of the four (4) highest paid Company current executive officers
whose total salary and bonus compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------
Other Annual Restricted
Name and Principal Year Salary Compensation and/or Options/ LTIP All Other
Position Bonus Awards SARs (#) Payouts Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Brian Bookmeier 1994 0 0 0 $ 0 $ 0 $ 0 $ 0
President and Chief 1995 $ 38,834 0 $ 3,250 $ 0 $ 0 $ 0 $ 0
Executive Officer and 1996 $ 179,306 0 $ 15,000 $ 0 $ 0 $ 0 $ 0
Director
Alan M. Korby 1994 0 0 0 $ 0 $ 0 $ 0 $ 0
Executive V.P., 1995 $ 38,834 0 $ 3,250 $ 0 $ 0 $ 0 $ 0
Marketing 1996 $ 179,826 0 $ 15,000 $ 0 $ 0 $ 0 $ 0
Matthew B. Gietzen 1994 0 0 0 $ 0 $ 0 $ 0 $ 0
Executive V.P. of 1995 $ 38,834 0 $ 3,250 $ 0 $ 0 $ 0 $ 0
Fulfillment and Director 1996 $ 179,969 0 $ 15,000 $ 0 $ 0 $ 0 $ 0
Edward T. Buchholz 1994 $ 39,583 2,500 $ 3,250 $ 0 $ 0 $ 0 $ 0
Executive V.P. of 1995 $ 94,808 5,500 $ 7,800 $ 0 $ 0 $ 0 $ 0
Fulfillment and Director 1996 $ 163,900 0 $ 13,320 $ 0 $ 0 $ 0 $ 0
</TABLE>
Officers and key employees of the Company receive employment benefits
(e.g., health insurance, automobile allowances) other than cash compensation and
interests in the Company's employee stock option plan.
STOCK OPTION GRANTS
The following table sets forth information concerning individual grants of
stock options made during the last completed fiscal year to each of the
executive officers named in the Summery Compensation Table.
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Each director of the Company receives a $25,000 annual directors fees for
attendance at Board meetings, as well as reimbursement for the actual expenses
incurred in attending such meetings. Officers and key employees of the Company
receive employment benefits (e.g., health insurance, automobile allowances)
other than cash compensation and interests in the Company's employee stock
option plan.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF POTENTIAL REALIZABLE
SECURITIES TOTAL OPTIONS/ VALUE AT ASSUMED
UNDERLYING SARs GRANTED EXERCISE OR ANNUAL RATES OF
OPTIONS/SARS IN FISCAL BASE PRICE STOCK PRICE
NAME GRANTED (#) YEAR (S/SH) EXPIRATION DATE APPRECIATION FOR
(A) (B) -C- (D) (E) OPTION TERM
5%
10%
<S> <C> <C> <C> <C> <C>
Brian D. Bookmeier 125,000 30 % $1.35 May 1, 2001 $250,828 $360,705
Alan M. Korby 125,000 30 % $1.35 May 1, 2001 $250,828 $360,705
Edward T. Buchholz 41,667 10 % $1.35 May 1, 2001 $ 83,616 $120,236
Matthew B. Gietzen 125,000 30 % $1.35 May 1, 2001 $250,828 $360,705
</TABLE>
The following table sets forth information concerning the number of
unexercised options, and the value of such unexercised options, for each of the
executive officers named in the Summary Compensation Table.
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AGGREGATED OPTION/SAR EXERCISED
IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
(A) (B) -C- (D) (E)
VALUE OF UNEXERCISED IN-
SHARES VALUE NUMBER OF UNEXERCISED THE-MONEY OPTIONS/SARS AT
ACQUIRED ON REALIZED OPTIONS/SARS AT FISCAL YEAR- FISCAL YEAR-END
NAME EXERCISE (#) ($) END ($)
- ------------------------------------------------------------------------------------------------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Brian Bookmeier 125,000 0 125,000 / 0 $253,125 / 0
Alan M. Korby 125,000 0 125,000 / 0 $253,125 / 0
Edward Buchholz 41,667 0 41,677 / 0 $ 84,376 / 0
175,000 0 125,000 / 50,000 $265,625 / $106,250
Matthew Gietzen 125,000 0 125,000 / 0 $253,125 / 0
</TABLE>
EMPLOYMENT AND CONSULTING AGREEMENTS
Mr. Edward Buchholz commenced employment with the Company on February 8,
1994 under an employment agreement the term of which ends on December 31, 1996.
Mr. Buchholz's employment agreement provides him with an annual base salary of
$85,000, as well as commission payments equal to one percent (1%) of all gross
revenues of The Thriftee Group from managed care customers. In connection with
his employment agreement, Mr. Buchholz was granted stock options at $1.25 per
share (fair market value on the date of grant). The right to acquire shares
under these options vests as follows: options to acquire 75,000 shares vest on
February 8, 1995, options to acquire 50,000 shares vest on February 8, 1996 and
options to acquire 50,000 shares vest on February 8, 1997. As of September
1995, Mr. Buchholz's employment agreement was amended and his compensation
adjusted by increasing his salary to $150,000 per annum and eliminating his 1%
commission.
In connection with consummation of the PCS Merger, the Company entered into
separate employment agreements expiring June 30, 2000 with each of Messrs. Alan
Korby, Brian Bookmeier and Matthew B. Gietzen. Under the terms of such
agreements, each of Messrs. Korby, Bookmeier and Gietzen will continue to serve
as the President, Vice President and Vice President, respectively, of the PCS
Companies, and they serve as the Vice President, President and Chief Executive
Officer, and Vice President, respectively, of the Company. Under such
employment agreements, they each receive a base salary of $150,000 per annum,
plus customary fringe benefits, including medical insurance and the use of an
automobile paid for by the Company, the aggregate value of which fringe benefits
to each such person is estimated at no more than $18,000.
On April 25, 1996, each of Messrs. Bookmeier, Korby and Gietzen agreed to
waive the payment of installments of their annual compensation from the Company
during the annual period commencing May 1, 1996 in the aggregate amount of
$150,000 for each such person, and Mr. Buchholz agreed to waive the payment of
installments of his annual compensation from the Company during the annual
period commencing May 1, 1996 in the aggregate amount of $50,000. In
consideration for such waiver of compensation, each of Messrs. Bookmeier, Korby
and Gietzen was granted a five-year non-qualified stock option to acquire
125,000 shares of Company Common Stock at an exercise price of $1.35 per share
and Mr. Buchholz was granted a five-year non-qualified stock options to acquire
41,667 shares of Company Common Stock at an exercise price of $1.35 per share.
All of the options granted to Messrs. Bookmeier, Korby, Gietzen and Buchholz
vested in full on May 1, 1996. The closing sale price for a share of
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Common Stock on April 25, 1996, as reported by Nasdaq, was $2-5/8.
In March 1996, Mr. Tod Robinson entered into a two-year employment
agreement with Diabetes Self Care, Inc., a wholly-owned subsidiary of the
Company. Under such agreement, Mr. Robinson is to serve as the National Vice
President-Sales for Diabetes Self Care, having responsibility for the
marketing and sales efforts throughout the United States for such company.
Mr. Robinson's employment base salary is $95,000 per annum. He has the
opportunity to earn a Performance Bonus of up to $1,000 based upon achieving
performance goals to be identified by the Company's management, as well as a
Commission of $1,000 for each executed managed care contract covering more
than 10,000 lives which he originates. Mr. Robinson's employment contract
also provides for certain profit participation, pursuant to which he will
earn .5% of the net after-tax profits of Diabetes Self Care for each fiscal
year (and prorations thereof) during the term of the employment agreement.
In the event that such net after-tax profits exceed $500,000 for any fiscal
year, the profit participation shall be increased by $10,000. Mr Robinson
may also receive additional discretionary bonuses, and customary fringe
benefits. On March 10, 1996, in connection with commencing his employment,
Mr. Robinson was granted options to acquire 30,000 shares of the Company's
common stock at an exercise price of $1.50 per share. The closing sale price
for a share of common stock on March 11, 1996 (the next business day), as
reported by Nasdaq, was $2-15/16.
CERTAIN TRANSACTIONS
As of June 30, 1994, the Company had made advances to Edward Buchhloz,
President of Diabetes Self Care, Inc. (Formly, The Thrifee Group), in the amount
of $14, 929. Payments on this receivable are made in amounts equivalent to 50%
of Mr. Buchholz's sales commissions. As of September 30, 1996 the balance of
this loan due the Company was approximately $8,300.
Under the terms of the PCS Merger Agreement, each of Messrs. Rubin,
Testaverde, Korby, Bookmeier and Geitzen has agreed to vote all of the shares of
Company Common Stock to be owned by them following the Merger for the election
of Messrs. Rubin, Testaverde, and, for so long as such person(s) shall continue
to hold not less than 73% of the percentage of the outstanding shares of the
Company Common Stock issued to him upon consummation of the Merger, each of
Messrs. Korby, Bookmeier and Geitzen to the Board of Directors of Universal and
of the PCS Companies. In addition, any additional nominee to Universal Board of
Directors must be accepted to Messrs. Rubin and Testaverde and to a majority of
Messrs. Korby, Bookmeier and Geitzen who meet the share ownership criterion set
forth above.
In April 1995 and July 1995, the Company entered into two secured financing
transactions with Fred Kassner pursuant to which Mr. Kassner loaned to the
Company an aggregate of $3,000,000 at an interest rate of 2% above a commercial
lender's fluctuating prime rate. Each such loan extends for a two-year term.
One loan ($1,000,000) is secured by a lien against all of the accounts
receivable of the Company's Home Therapy subsidiary, and the other ($2,000,000)
is secured by a lien against all of the accounts receivable of the Company's
wholly-owned indirect subsidiary, PCS, Inc.-West. In connection with the
Kassner Financing, the Company issued to Mr. Kassner warrents to acquire 450,000
shares of Common Stock, each exercisable at $1.00 per
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share.
See "EMPLOYMENT AND CONSULTING AGREEMENT." on page 11.
ACTION TO BE TAKEN UNDER THE PROXY
Unless otherwise directed by the grantor of the proxy, the persons acting
under the accompanying proxy will vote the shares represented thereby: (a) for
the election of the persons named in the next succeeding table as nominees for
directors of the Company; (b) for the proposal to ratify the appointment of
Feldman Radin & Co., P.C. as the Company's auditors for the current fiscal year
ending June 30, 1997; (c) to authorize an amendment to the Company's Certificate
of Incorporation to increase the authorized capital of the Company by increasing
from 20,000,000 shares to 40,000,000 shares the number of authorized shares of
Common Stock; and (d) in connection with the transaction of such other business
that may be brought before the Meeting, in accordance with the judgment of the
person or persons voting the proxy.
I. ELECTION OF DIRECTORS
NOMINEES
At the Meeting six directors are to be elected, each to hold office until
the next Annual Meeting of Stockholders or until his or her successor shall
be elected and shall qualify. The nominees for elections as directors, with
the exception of Steven Leichter, MD, and James Linesch now serve as
directors of the Company, and certain information furnished is to the Company
by such nominees with respect to them, as of December 26, 1996, are set
forth below. Unless authority to vote for one or more nominees is withheld,
it is intended that share represented by proxies in the accompanying form
will be voted for the election of the following nominees. With
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respect to any such nominee who may become unable or unwilling to accept
nomination or election, it is intended that the proxies will be voted for the
election in his stead of such person as the Board of Directors may recommend,
but the Board does not know of any reason why any nominee will be unable or
unwilling to serve if elected.
PRINCIPAL
OCCUPATION
DIRECTOR DURING LAST
NAME AGE SINCE FIVE YEARS
- ---- --- -------- -----------
Brian Bookmeier 38 1995 *
Edward Buchholz 53 1995 *
Matthew Gietzen 33 1995 *
Alan Korby 39 1995 *
Steven Leichter, MD 51
James Linesch 42
*See "DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS OF THE COMPANY"
on pages 5 through 7.
COMMITTEES AND MEETINGS OF THE BOARD
At present the Board of Directors has three committees, the Audit,
Compensation and Stock Option Committee which consist of the following
individuals, respectively: Messrs. Brian Bookmeier, Robert Rubin,and Damon
Testaverde (Audit); Edward Buchholz, Brian Bookmeier and Robert Rubin
(Compensation); and Brian Bookmeier, Alan Korby and Damon Testaverde (Stock
Option). During the fiscal year ended June 30, 1996, the Board of Directors met
eight times, including four action taken by unanimous written consent of the
directors. The Audit, Compensation and Stock Option Committees did not meet,
but rather conducted their operations through meetings of the full Board of
Directors. All of the nominated directors who served as directors during the
fiscal year ended June 30, 1996 attended more than 75% of all the meetings of
the Board held during their tenure during such year. *See "DIRECTORS, NOMINEES
FOR DIRECTOR AND EXECUTIVE OFFICERS OF THE COMPANY" at page 7 above for
information concerning fees payable to directors.
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II. RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997
At the Meeting a vote will be taken on a proposal to ratify the appointment
by the Board of Directors of Feldman Radin & Co., P.C., independent certified
public accountants, as the independent auditors of the Company for the fiscal
year ending June 30, 1997. Feldman Radin & Co., P.C. has no interest in or any
relationship with the Company except as its auditors.
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MANAGEMENT BELIEVES THE APPOINTMENT TO BE IN THE BEST INTEREST OF THE
COMPANY AND RECOMMENDS THAT IT BE RATIFIED.
III. TO AMEND THE CORPORATION'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF THE CORPORATION'S AUTHORIZED SHARES BY
20,000,000 SHARES OF COMMON STOCK
At the Meeting a vote will be taken on a proposal to authorize the
amendment of the Company's Certificate of Incorporation to increase the number
of shares authorized for issuancethereunder from 20,000,000 authorized shares of
Common Stock to 40,000,000 authorized shares of Common Stock. In reflecting
upon the Company's present capital structure, management of the Company believes
that the current authorized numberb of common and preferred shares is inadequate
for the Cvompany's purposes. Management believes that the Company needs more
authorized shares of Common Stock in its capital structure in order to raise
additional working capital funds and to support its ability to consummate
potentail future acquistions. The purpose of the proposal to amend the
Company's Certificate of Incorporation is to enhance the Company's ability to
meet the needs of its acquisition program, by providing added flexibility for
consummation of potential acquisitions by creating a large pool of unissued
shares of Common Stock to be used as consideration for such acquisitions, as
well as for capital formation. Management sees the need for the proposed
increase in its caspital structure at this time despite the absence of current
or immediately foreseeable plans for issuance of such shares to raise additioanl
working capital funds, or in connection with any specific acquisitions.
Management also believes that, insofar as the Company is seeking stockholder
approval at this time for the other proposals identified in this solicitation
material, it is more cost effective for the Company concurrently to approach
stockholders for approval of such increase in its authorized capital.
MANAGEMENT BELIEVES APPROVAL OF THE AMENDMENT OF THE COMPANY'S CERTIFICATE
OF INCORPORATION TO INCREASE THE COMPANY'S AUTHORIZED CAPITAL BY 20,000,000
SHARES OF COMMON STOCK IS IN THE BEST INTEREST OF THE COMPANY AND RECOMMENDS
THAT SUCH AMENDMENT BE AUTHORIZED AND RATIFIED.
IV. OTHER BUSINESS
While management of the Company does not know of any matters which may be
brought before the Meeting, other than as set forth in the Notice of Meeting,
the proxy confers discretionary authority with respect to the transaction of any
other business. It is expected that the proxies will be voted in support of
management on any question which may properly be submitted to the meeting.
INCLUSION OF STOCKHOLDER PROPOSALS IN THE COMPANY'S
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PROXY STATEMENT
If any stockholder desires to put forth a proposal to be voted on at the
1998 Annual Meeting of Stockholders and wishes that proposal to be included in
the Company's Proxy Statement to be delivered to stockholders in connection with
such meeting, that stockholder must cause such proposal to be received by the
Company at its principal executive office no later than November 30, 1997. The
Company intends to hold its 1998 Annual Meeting of Stockholders on or before
February 28, 1998. Any request for such a proposal, should be accompanied by a
written representation that the person making the request is a record or
beneficial owner of the lesser of at least 1% of the outstanding shares of the
Company's Common Stock or $1,000 in market value of the Company's common shares
and has held such shares for at least one year as required by the Proxy Rules of
the Securities and Exchange Commission.
AVAILABILITY OF FORM 10-K
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO ANY STOCKHOLDER, UPON WRITTEN
REQUEST OF SUCH STOCKHOLDER, A COPY OF THE ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED JUNE 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING ALL FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
REQUIRED TO BE FILED THEREWITH.
Any request for a copy of the Form 10-KSB should include a representation
that the person making the request was the beneficial owner, as of the record
date, of securities entitled to vote at the Annual Meeting of Stockholders.
Such requests should be addressed to: Universal Self Care, Inc., 11585
Farmington Road, Livonia, Michigan 48150- Attention: Robert Ortlieb, Investor
Relations.
- -------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY
IN THE ENVELOPE PROVIDED FOR SUCH PURPOSE
- -------------------------------------------------------------------------------
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UNIVERSAL SELF CARE, INC.
PROXY-ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 18, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH THE ANNUAL
MEEETING OF SHAREHOLDERS OF UNIVERSAL SELF CARE, INC. TO BE HELD ON FEBRUARY
18,1997. ANY SHAREHOLDERS HAS THE RIGHT TO APPOINT AS HIS PROXY A PERSON (WHO
NEED NOT BE A SHAREHOLDER) OTHER THAN ANY PERSON DESIGNATED BELOW, BY INSERTING
THE NAME OF SUCH OTHER PERSON IN ANOTHER PROPER FORM OF PROXY.
THE UNDERSIGNED, A SHAREHOLDER OF UNIVERSAL SELF CARE, INC., (THE
"CORPORATION"), HEREBY REVOKING ANY PROXY HEREIN BERFORE GIVEN, DOES HEREBY
APPOINT BRAIN BOOKMEIER AND ALAN M. KORBY, OR EITHER OF THEM, AS HIS PROXY WITH
FULL POWER OF SUBSTITUTION, FOR AND IN THE NAME OF THE UNDERSIGNED TO ATTEND THE
ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD ON FEBRUARY 18, 1997 AT 11585
FARMINGTON ROAD, LIVONIA, MICHIGAN 48150, AT 10:00 A.M., LOCAL TIME, AND AT ANY
ADJOURNMENTS THEREOF, AND TO VOTE UPON ALL MATTERS SPECIFIED IN THE NOTICE OF
SAID MEETING, AS SET FORTH HEREIN, AND UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING, ALL SHARES OF STOCK OF SAID CORPORATION WHICH THE
UNDERSIGNED WOULD BE ENTITLED TO VOTE IF PERSONALLY PRESENT AT THE MEETING.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES
WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR IDENTIFIED BELOW AND FOR ALL
PROPOSALS.
1. THE ELECTION OF DIRECTORS
ELECTION OF THE FOLLOWING PROPOSED DIRECTORS TO HOLD OFFICE UNTIL THE
NEXT ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS SHALL BE
ELECTED AND SHALL QUALIFY: BRIAN BOOKMEIER, ALAN M. KORBY, MATTHEW B.
GIETZEN, EDWARD T. BUCHHOLZ, DR. STEVEN LEICHTER AND JAMES LINESCH.
FOR ALL NOMINEES (EXCEPT AS MARKED TO THE CONTRARY) WITHHOLD ALL NOMINEES
// //
AUTHORITY TO WITHHOLD A VOTE FOR ANY OF THE ABOVE NAMED INDIVIDUALS SHOULD BE
INDICATED BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF THE NOMINEE.
2. RATIFY THE APPOINTMENT OF FELDMAN, RADIN & CO., P.C. AS INDEPENDENT
AUDITORS FOR THE CORPORATION FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
// FOR //AGAINST //ABSTAIN
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<PAGE>
3. TO AUTHORIZE AN AMENDMENT TO THE CORPORATION'S CERTIFICATE OF INCORPORATION
TO INCREASE THE COMPANY'S AUTHORIZED CAPITAL BY INCREASING TO 40,000,000 SHARES
THE COMPANY'S AUTHORIZED COMMON STOCK.
//FOR //AGAINST //ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
//FOR //AGAINST //ABSTAIN
DATED: , 1997.
------------------------
------------------------------
SIGNATURE
------------------------------
PRINT NAME
------------------------------
SIGNATURE, IF JOINTLY HELD
------------------------------
PRINT NAME
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS HEREIN, IF SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, INDICATE SUCH CAPACITY. ALL JOINT
TENANTS MUST SIGN. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
THE BOARD OF DIRECTORS REQUEST THAT YOU
FILL IN THE DATE AND SIGN THE PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE.
IF THE PROXY IS NOT DATED IN THE ABOVE
SPACE, IT IS DEEMED TO BE DATED ON THE
DAY ON WHICH IT WAS RECEIVED BY THE
CORPORATION.
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DATED ON THE DAY ON WHICH IT WAS MAILED
BY THE CORPORATION.
20
