November 7, 1997
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: SPECIAL MEETING OF SHAREHOLDERS
Ladies and Gentlemen:
We enclose herewith pursuant to Section 14 under the Securities
Ecxhange Act of 1934, as amended, the preliminary copy of a proxy statement
relating to a proposed Special Meeting of shareholders of MetroVision
of North America, Inc. (the "Company") being called to consider the proposals
decribed therein.
Kindly contact the undersigned at 413-448-2111, or our counsel,
Steven N. Haas, at 215-665-4171, should there be any questions or comments
relating to the enclosed filing.
Sincerely,
David M. Fancher
Chief Financial Officer
"Preliminary Copy"
METROVISION OF NORTH AMERICA, INC.
75 South Church Street
Suite 650
Pittsfield, Massachusetts 01201
____________________
Notice of Special Meeting of Shareholders
____________________
A SPECIAL MEETING of the shareholders (the
"Meeting") of MetroVision of North America, Inc.
("MetroVision") will be held at ________________, on
_________, 1997 at _________, local time, for the
following purposes:
1. To consider and approve an amendment to the
Restated Certificate of Incorporation changing the Purposes
Clause to authorize the activities in which MetroVision may
now lawfully engage.
2. To consider and approve a proposal to grant
to each of the Company's non-employee directors ten year
Warrants to purchase 225,000 shares of the Company's Common
Stock, or an aggregate of 450,000 shares.
3. To transact such other business as may
properly come before the Meeting. The Board of Directors has
fixed the close of business on________________ , 1997 as the
record date for the Meeting. Only shareholders of record as
of that date are entitled to notice of and to vote at the
Meeting and any adjournment and postponement thereof.
The accompanying form of proxy is solicited by the
Board of Directors. Reference is made to the attached Proxy
Statement for further information with respect to the
business to be transacted at the Meeting.
By order of the Board of Directors,
Linda M. Clarke
Secretary
Pittsfield, Massachusetts
___________________, 1997
Please Complete and Return Your Signed Proxy Card
Please complete and promptly return your proxy in the
envelope provided. This will not prevent you from voting in person at
the meeting. It will, however, help to assure a quorum and to avoid
added proxy solicitation costs.
"Preliminary Copy"
METROVISION OF NORTH AMERICA, INC.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
This proxy statement is being furnished in connection
with the solicitation of proxies by the Board of Directors
of MetroVision of North America, Inc., a New York
corporation (the "Company"), for use at the Company's
Special Meeting of Shareholders to be held at
________________, on __________, 1997 at ________, local
time, or any adjournment or postponement thereof, for the
purposes set forth in the foregoing notice. This proxy
statement, the foregoing notice and the enclosed proxy are
being mailed to shareholders on or about ________, 1997.
Only shareholders of record at the close of business on,
__________1997 shall be entitled to notice of and to vote
at the Meeting.
If the enclosed proxy is properly executed and returned
prior to voting at the Meeting, the shares represented
thereby will be voted in accordance with the
instructions marked thereon. In the absence of
instructions, the shares will be voted FOR the proposal to
amend the Company's Restated Certificate of Incorporation
and FOR the proposal to grant the Warrants to the
non-employee directors. Management does not intend to bring
any matter before the Meeting other than as indicated in the
notice and does not know of anyone else who intends to do
so. If any other matters properly come before the Meeting,
however, the persons named in the enclosed proxy or their
duly constituted substitutes acting at the Meeting will be
deemed authorized to vote or otherwise act thereon in
accordance with their judgement for such matters.
Any proxy may be revoked at any time prior to its
exercise by notifying the Secretary in writing, by
delivering a duly executed proxy bearing a later date or by
attending the Meeting and voting in person.
On ____________, 1997, the Company had outstanding and
entitled to vote 5,574,275 shares of the Company's Common
Stock ("Common Stock") and 648,535 shares of the Company's
5% Series A Convertible Preferred Stock ("5% Preferred
Stock"). There must be present at the Meeting, in person or
by proxy, holders of a majority of the Common Stock and 5%
Preferred Stock, counted as a single class, to
constitute a quorum for the Meeting. Proxies marked
"Abstain" are included in determining a quorum, but broker
proxies which have not voted on the proposal are not
included in determining a quorum. Each holder of Common
Stock and 5% Preferred Stock is entitled to one vote per
share held of record by him on the record date.
The affirmative vote of the holders of the Common Stock
and 5% Preferred Stock, voting together as a single class at
the Meeting in person or by proxy, is required to approve
the proposed amendment to the Restated Certificate of
Incorporation and the proposal to grant the Warrants.
BENEFICIAL OWNERSHIP OF
COMMON STOCK
The following table sets forth information, as of June
30, 1997, based on information obtained from the persons
named below or from reports filed on Schedule
13G or 13D, with respect to the beneficial ownership of the
shares of Common Stock by each person known by the Company
to be the beneficial owner of more than five percent
(5%) of the outstanding shares of Common Stock, each
director, and all officers and directors as a group. Each
of the persons named below has sole voting power and sole
investment power with respect to the shares set forth
opposite his name, except as otherwise noted.
Amount and Nature of Percentage of Outstanding
Name of Beneficial Owner Ownership (1) Shares Owned
Robert F. Hussey 128,296 (2)(3) 2.3%
Thomas M. Clarke (4) 4,294,925 (5)(6) 73.7%
Linda M. Clarke 4,044,925 (7) 72.6%
Kim Mathews -- *
David M. Fancher 135,650 (8) 2.4%
Lawrence B. Cummings (4) 4,250,000 (6) 73.0%
Courtlandt G. Miller 4,347 (3) *
William G. Walters 421,628 7.6%
c/o Whale Securities
650 Fifth Avenue
New York, NY 10019
All officers and directors 4,563,218 (2)-(8)
as a group (seven persons)
* Less than 1%.
(1) Unless otherwise noted, the Company believes that
all persons named in the table have sole
voting and investment power with respect to all
shares of Common Stock beneficially owned by
them.
(2) Includes 4,331 shares issuable upon conversion of
shares of 5% Preferred Stock, 32,697 shares
issuable upon the exercise of immediately
exercisable warrants.
(3) Does not include 225,000 shares subject to the
Warrants which would be issuable upon approval
of the proposal submitted to the shareholders at
the Meeting and which would be immediately
exercisable in full upon issuance.
(4) The address of this individual is c/o the Company,
75 Church Street, Suite 650, Pittsfield, MA
01201.
(5) Includes 826 shares owned by Mr. Clarke's wife (as
to which Mr. Clarke disclaims beneficial
ownership), 22,630 shares owned by Greylock Health
Corporation, of which Mr. Clarke is a
controlling stockholder, and 21,469 shares owned
by Lenox Healthcare, Inc., of which Mr. Clark
is a principal shareholder.
(6) Represents 4,000,000 shares owned by Stockbridge
Investment Partners, Inc., of which the named
individual is a principal stockholder and
director, and immediately exercisable warrants to
purchase 250,000 shares granted to the named
individual.
(7) Includes 22,630 shares owned by Greylock Health
Corporation, of which Ms. Clarke is a
controlling stockholder, and 21,469 shares owned
by Lenox Healthcare, Inc., of which Ms. Clark
is a principal shareholder.
(8) Includes 132,607 shares issuable upon the exercise
of immediately exercisable stock options.
PROPOSAL 1
CHANGE IN THE PURPOSES CLAUSE
At a Special Meeting of Shareholders of the
Company held on April 1, 1997, the Company'shareholders approved an
amendment to the Company's Restated Certificate of Incorporation to change
the Company's name to "York Hannover Health Care, Inc." The change in
the Company's name was made in connection with the merger of York Hannover
Pharmaceuticals, Inc. with and into the Company on April 2, 1997 and the
resultant change in the principal business of the Company to provide
prescription and non-prescription medications and related services to
nursing homes. Because the new corporate name of the Company contains
the words "Health Care," the New York Business Corporation Law, which
applies to the Company because it has been incorporated in the State of
New York, requires that the Company's name be approved by the New York
Department of Health ("DOH").
As a condition to issuing its consent to the use of the
new name by the Company, the DOH has required that the Company
acknowledge that, notwithstanding the potential implications associated with
employing the terms "health care" within the name of a New York
corporation, the Company is currently not licensed to provide health care
or health care related services within the State of New York which would be
subject to the jurisdiction of DOH. To acknowledge this limitation, and
particularly since the Company does not currently conduct any business
within the State of New York, the Company has agreed to submit to its
shareholders for approval the proposed amendment to the Purposes Clause
of the Company's Restated Certificate of Incorporation, the terms
of which would effectively place third parties on notice that the Company may
engage in any lawful activity other than those activities specifically
proscribed by the Purposes Clause. Those proscribed activities would
principally constitute those subject to the jurisdiction of DOH and for
which the Company currently is not licensed. The full text of the
proposed Amendment to the Restated Certificate of Incorporation is set
forth below:
Article SECOND, relating to the purposes for which
the Corporation is formed, is amended and restated in its entirety
as follows:
"SECOND: The purpose of the corporation is to
engage in any lawful act or
activity for which corporations may be organized
pursuant to the Business
Corporation Law of the State of New York;
provided, however, that nothing
contained herein shall authorize the Corporation
to establish, operate or maintain
a hospital or to provide hospital service or
health-related service or to operate a
home care services agency, a hospice, a health
maintenance organization or a
comprehensive health services plan, as defined in
and covered by Articles 28, 36,
40 and 44, respectively, of the Public Health Law
or to solicit, collect or otherwise
raise or obtain any funds, contributions or grants
from any source for the benefit
of any hospital. The Corporation is not to engage
in any act or activity requiring
any consents or approvals by law without such
consent or approval first being obtained.
For the accomplishment of the aforesaid purposes,
and in furtherance thereof, the
corporation shall have, and may exercise, all of
the powers conferred by the
Business Corporation Law upon corporations formed
thereunder, subject to any
limitations in Article 2 of said law or in
accordance with the provisions of any
other statute of the State of New York."
The approval of a majority of the shares of the
Company's Common Stock and 5% Preferred
Stock, voting together as a single class in person or by
proxy at the Meeting, is required to adopt the amendment
to the Restated Certificate of Incorporation. The Board of
Directors has been advised that Stockbridge
Investment Partners, Inc., the holder of Common Stock
representing approximately 64.3% of the combined
issued and outstanding Common Stock and Preferred Stock,
intends to vote FOR the amendment. Consequently,
the approval of the amendment is assured notwithstanding the
objection by any other shareholder of the
Company. The Board of Directors recommends that the
Company's shareholders vote FOR the amendment.
PROPOSAL 2
GRANT OF WARRANTS
Following the merger of York Hannover
Pharmaceuticals, Inc. with and into the Company on
April 2, 1997 (the "Merger"), the Company's Board of
Directors reviewed the substantial time and effort devoted
by Robert Hussey, who, prior to the Merger, was President,
Chief Executive Officer and Chairman of the Board
of the Company, and Courtlandt G. Miller, who was elected
to the Board of Directors by the Company's
shareholders at the Special Meeting of Shareholders as part
of the "merger slate" of nominees, in the structuring
and negotiation of the Merger on behalf of the Company's
shareholders. Additionally, during the past several
years, Mr. Hussey agreed to forego his salary in light of
the Company's financial constraints, notwithstanding
that Mr. Hussey had devoted substantially all of his time
and effort to the Company and, recently, to ensuring
the consummation of the Merger.
Mr. Miller, who was not a director of or
otherwise affiliated with the Company prior to the
Merger, played an integral role in facilitating the Merger.
Mr Miller initiated the transaction by identifying York
Hannover Pharmaceuticals, Inc. as an interested party in a
possible merger and introduced the principals of the
companies to each other. He assisted Mr. Hussey and the
Board of Directors in structuring the terms of the
transaction and in negotiating the Merger Agreement. Mr.
Miller also contributed to the drafting of the Merger
Agreement and to the proxy statement delivered to the
Company's shareholders in connection with seeking
approval of the Merger Agreement and the Merger. Mr.
Miller's services on behalf of the Company in
connection with the Merger were not compensated, and there
was no commitment or other agreement or
arrangement on the part of the Company, either prior to or
subsequent to the Merger, to compensate or otherwise
provide a benefit of Mr. Miller in respect of such services
other than his nomination as a director of the
Company.
In recognition of their past efforts on behalf of
the Company, and in light of the Company's
limited cash resources which has prevented the Company from
paying a non-employee director fee which would
normally be paid to non-employee directors of a publicly
held company, the Board of Directors, by unanimous
vote of its disinterested directors, authorized the grant to
each non-employee director of a common stock
purchase warrant to purchase 225,000 shares of the Company's
Common Stock, or an aggregate of 450,000
shares (the "Warrants"). The grant of the Warrants is
subject to approval by the Company's shareholders
without giving effect to votes cast by either of Messrs.
Miller or Hussey.
The Warrants, which have a term of ten years, are
exercisable in full commencing upon the date
of issuance, and entitle the registered holder to purchase
one share of common stock at an exercise price equal
to the average of the closing bid and ask prices of the
Common Stock as reported on the OTC Electronic
Bulletin Board for the ten trading days immediately
preceding the date of shareholder approval. The exercise
price and the number of shares or other securities and
property which may be obtained upon exercise of the
Warrants are subject to adjustment in certain instances,
including a stock split of, or stock dividend on, or a
subdivision, combination or recapitalization of the Common
Stock. The Warrants are not subject to redemption
by the Company. The Company also has granted certain
"piggyback" registration rights with respect to the share
issuable upon exercise of the Warrants.
The Shares issuable upon exercise of the Warrants
represents approximately 5.9% of the total
number of currently issued and outstanding shares giving
effect to the exercise of all outstanding options,
warrants and convertible securities, including the 5%
Preferred Stock. Holders of the Warrants are likely to
exercise them at times when the Company could raise
additional capital by issuing Common Stock for greater
consideration than would be obtained by the exercise of the
Warrants, thereby adversely affecting the terms on
which the Company could obtain additional capital. The
exercise of the Warrants likely would have the effect
of diluting the voting power of the outstanding Shares,
although currently, Stockbridge Investment Partners,
which beneficially owns approximately 71.8% of the issued
and outstanding Common Stock, would continue
to vote a majority of the outstanding shares of Common Stock
and Preferred Stock, voting as a single class, even
if the Warrants were exercised in full. Further, the
Warrants represent, upon exercise, an increase in the number
of Shares held by persons friendly to management and,
therefore, might make marginally more difficult any
effort by other shareholders to take action contrary to that
supported by the Company's Board of Directors.
Finally, the grant of the Warrants could deter future
takeover attempts by reason of their exercise being used
to dilute the ownership of persons seeking to gain control
of the Company. The Company is not aware of any
such arrangements or plans with respect to the same, and the
Warrants have not been authorized for grant with
these intentions in mind.
Approval of the proposal requires the affirmative
vote of a majority of the shares of Common
Stock and Preferred Stock, voting together as a single class
in person or by proxy at the Meeting, excluding the
votes cast by Messrs. Miller and Hussey. The Board of
Directors has been advised that Stockbridge Investment
Partners, Inc., the holder of Common Stock representing
approximately 64.3% of the combined issued and
outstanding Common Stock and Preferred Stock, intends to
vote FOR the proposal. Consequently, approval of
the proposal is assured notwithstanding the objection by any
other shareholder of the Company. The Board of
Directors recommends that the Company's shareholders vote
FOR the proposal.
EXECUTIVE COMPENSATION
The following table sets forth all cash
compensation paid by the Company, as well as certain other
compensation paid or accrued, for the fiscal years ended
December 31, 1994, 1995 and 1996 to the Company's
President. None of the Company's executive officers,
including the Company's President, had a total annual
salary and bonus exceeding $100,000 in the reported years.
SUMMARY COMPENSATION TABLE
Name & Principal Year Annual Compensation(1) Long-Term
Position Salary Compensation
Robert F. Hussey,
President & Director(2) 1996 $0 7,608 (3)
1995 $0 5,435 (3)
1994 $83,333 --
(1) The value of perquisites and other personal
benefits, securities and other property paid to or accrued
for Mr. Hussey did not exceed the lesser of $50,000 or 10% of
such officer's total reported annual salary and bonus, and
thus are not included in the table.
(2) Mr. Hussey served as Chairman of the Board of
Directors and Chief Executive Officer during fiscal year
1996 and until the effective date of the Merger on April 2, 1997.
(3) Gives retroactive effect to the 1 to 4.6 reverse
stock split effective April 2, 1997.
Stock Options
The following table contains information
concerning the grant of stock options under the
Company's 1991 Stock Option Plan to the Company's President
during the last fiscal year.
Option Grants in Last Fiscal Year
# of Shares % of Total Exercise
Underlying Options Options Granted Price Per Share
Name Granted(1) to Employees in
Fiscal Year 1996
Robert F. Hussey 7,608 59% $0.69
(1) Gives effect to the 4.6 to 1 reverse stock split
effective on April 2, 1997.
The following table summarizes for the Company's
President the total number of unexercised
options held at December 31, 1996 and the aggregate dollar
value of in-the-money, unexercised options held
at December 31, 1996. The value of an unexercised,
in-the-money option at fiscal year end is the difference
between its exercise or base price and the fair market value
of the underlying stock on December 31, 1996,
which was $1.25 per share. These values have not been and
may never be, exercised; and actual gains, if any,
on exercise will depend on the value of shares of Common
Stock on the date of exercise. There can be no
assurance that these values will be realized.
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Option Value
Shares Number of
Name Acquired Value Unexercised Value of Unexercised
on Exercise Realized Options at Fiscal In-The-Money Options
Year End at Fiscal Year End
Exercisable Exercisable
& &
Unexercisable Unexercisable
Robert F. Hussey N/A N/A 48,757 0
5,434 0
(1) Gives retroactive effect to the 1 to 4.6 reverse stock
split effective on April 2, 1997.
Employment Agreements
The Company entered into an employment agreement
with Robert F. Hussey which expired in
June 1994. The agreement provided that Mr. Hussey will not
engage in a business competitive with the
Company's current and anticipated business for the term of
the agreement and for two years thereafter. On July
7, 1995, in order to demonstrate his personal commitment to
the Company, Mr. Hussey advised the Company
that he had elected to forgo his cash compensation through
June 30, 1996. On July 1, 1996, Mr. Hussey agreed
to forgo his cash compensation for an indefinite period.
Option Plan
In June 1991, the Board of Directors approved the
Company's Stock Option Plan (the "Option
Plan") which was approved by the Company's shareholders on
December 7, 1991. The Option Plan is
administered by the Board of Directors or a committee
appointed by the Board. At a Special Meeting of the
Company's shareholders held on April 1, 1997, the Company's
shareholders approved an amendment to the
Option Plan increasing the number of shares of Common Stock
which may be issued upon exercise of options
granted thereunder from 450,000 shares (on a pre-reverse
stock split basis) to 900,000 shares. The Option Plan
provides for grants to employees, consultants and directors
of the Company or any parent or subsidiary (as
defined in the Option Plan) of the Company.
The Option Plan authorizes the Board to issue
incentive stock options ("ISOs"), as defined in
Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), and stock options that do not
conform to the requirements of that Code section
("Non-ISOs"). Consultants and directors who are not also
employees of the Company may only be granted Non-ISOs. The
exercise price of each ISO may not be less
than 100% of the fair market value of the Common Stock at
the time of grant, except that in the case of a grant
to an employee who owns 10% or more of the outstanding stock
of the Company or a subsidiary or parent of
the Company (a "10% Stockholder"), the exercise price shall
not be less than 110% of the fair market value on
the date of grant. The exercise price of each Non-ISO
granted under the Option Plan may not be less than 85%
of the fair market value of the Common Stock at the time of
grant or 110% of the fair market value in the case
of a Non-ISO granted to a 10% Stockholder. ISOs may not be
exercised after December 7, 2001.
CHANGE IN CONTROL OF THE COMPANY
On April 1, 1997, the Company consummated a merger
(the "Merger") as a result of which York
Hannover Pharmaceuticals, Inc., a Florida corporation ("York
Hannover"), merged with and into the Company,
with the Company as the surviving corporation, pursuant to
an Agreement and Plan of Merger dated as of May
10, 1996 among the Company and York Hannover (the "Merger
Agreement"). Pursuant to the Merger
Agreement, among other things, each share of York Hannover
Common Stock outstanding on April 1, 1997 was
converted into 4,000 shares of MetroVision Common Stock, or
an aggregate of 4,000,000 shares of Common
Stock, constituting approximately 71.8% of the shares of
Common Stock outstanding, giving effect to the
merger. The Merger was consummated upon receipt of approval
of the Merger Agreement and the Merger by
the Company's shareholders at a Special Meeting of
Shareholders held on April 1, 1997.
Stockbridge Investment Partners, Inc.
("Stockbridge"), the sole stockholder of York Hannover,
became the majority stockholder of the Company as a result
of the Merger. Thomas M. Clarke and Lawrence
B. Cummings are the principal stockholders of Stockbridge.
Messrs. Clarke and Cummings were elected at the
Special Meeting of Shareholders as directors to serve until
the next annual meeting of shareholders or until their
successors are duly elected and qualified. Each had also
been appointed as Chairman and Chief Executive
Officer, respectively, of the Company; however, Mr. Cummings
has since resigned as Chief Executive Officer
and currently serves as Executive Vice President of
Development. In addition to the shares of Common Stock
issued to Stockbridge in the Merger, each of Messrs. Clarke
and Cummings were issued warrants to purchase
750,000 shares of the Company Common Stock, exercisable in
three cumulative annual installments. If all of
such warrants were exercised (and assuming no other
increases in the Company's capital stock), Messrs. Clarke
and Cummings would beneficially own, directly and through
Stockbridge, approximately 78.7% of the
outstanding Common Stock.
PROPOSALS OF SECURITY HOLDERS
All proposals of any shareholder of the Company
which the holder desires be presented at the
next Annual Meeting of shareholders and be included in the
proxy statement and form of proxy prepared for
that meeting must be received by the Company at its
principal executive offices no later than __________, 1997.
All such proposals must be submitted in writing to the
Secretary at the address appearing on the notice
accompanying this proxy statement.
SOLICITATION OF PROXIES
The Company will bear the costs of the
solicitation of its proxies in connection with the Meeting,
including the costs of preparing, assembling and mailing
proxy materials and the handling and tabulations of
proxies received. In addition to solicitation of proxies by
mail, proxies in connection with the Meeting may be
solicited by directors of the Company, at no additional
compensation, by telephone, telegram, personal interviews
or otherwise. It is not anticipated that anyone will be
specially engaged by the Company or any person acting
on its behalf, to solicit proxies. Arrangements also have
been made with respect to brokerage firms, custodians,
nominees and fiduciaries to forward solicitation materials
to beneficial owners of shares held of record by such
persons or firms or their nominees, and in connection
therewith, such firms will be reimbursed for the reasonable
out-of-pocket expenses in forwarding such materials.
