SCHEDULE 14(A) 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 Commission only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11 (c) or section 240.14a-12
TELMED, 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 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
....................................................................
2) Aggregate number of securities to which transaction applies:
....................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth 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:................................................
[ ] 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:....................................................
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TELMED, INC.
9350 SOUTH DIXIE HIGHWAY
SUITE 1220
MIAMI, FLORIDA 33156
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
JANUARY 31, 1997
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NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
TelMed, Inc., a Delaware corporation ("TelMed" or the "Company"), will be held
on January 31, 1997, beginning at 2:00 o'clock P.M., Eastern Time, at the
offices of the TelMed for the following purposes, which are set forth more
completely in the accompanying proxy statement:
(1) To approve a one-for-seven reverse split of TelMed's Common Stock.
(2) To approve 10,000,000 shares as the number of authorized post-split
shares of TelMed's Common Stock.
Pursuant to TelMed's By-laws, the Board of Directors has fixed the
close of business on December 20, 1996, as the record date for the determination
of Stockholders entitled to notice of and to vote at the Special Meeting. A form
of proxy is enclosed.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER
OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE SPECIAL MEETING, PLEASE SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT
REQUIRE POSTAGE IF MAILED WITHIN THE UNITED STATES OF AMERICA.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ BLANCA SANTOS
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Blanca Santos, Secretary
Miami, Florida
December 26, 1996
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TELMED, INC.
9350 SOUTH DIXIE HIGHWAY
SUITE 1220
MIAMI, FLORIDA 33156
PROXY STATEMENT
GENERAL
The enclosed proxy is solicited by the Board of Directors of TelMed,
Inc., a Delaware corporation ("TelMed" or the "Company"), for use at a Special
Meeting of Stockholders to be held January 31, 1997, beginning at 2:00 p.m.
Eastern Time, at TelMed's executive offices in Miami, Florida. The approximate
date on which this Statement and the enclosed proxy first was first sent to
Stockholders was December 26, 1996.
You are urged to indicate your votes on the matters being presented to
the meeting in the spaces provided in the proxy. Proxies will be voted as
marked. If no space is marked, it will be voted by the persons named therein (1)
FOR the approval of the one-for-seven reverse split of TelMed's Common Stock and
(2) FOR the approval of 10,000,000 shares as the number of authorized post-split
shares of TelMed's Common Stock. Whether or not you plan to attend the meeting,
please fill in, sign and return your proxy card in the enclosed envelope, which
requires no postage if mailed within the United States of America.
TelMed's Board of Directors has proposed a one-for-seven reverse split
of TelMed's Common Stock (the "Reverse Split") because the Board of Directors of
The Nasdaq Stock Market, Inc. ("Nasdaq") on November 15, 1996 proposed new
listing standards which would, among other things, continue to require all
shares traded on Nasdaq to trade at $1.00 per share or more. TelMed's shares
will be delisted from trading on the Nasdaq Small Cap Market for that reason
alone if the Reverse Split is not approved since the shares have traded for some
time at less than $1.00 per share. The Company has already received notice from
Nasdaq that its shares are scheduled for delisting on February 19, 1997 unless
it takes corrective action to increase its market price to $1.00 per share or
more. On December 20, 1996 the closing price of TelMed's Common Stock on the
Nasdaq Small Cap Market was $ ______________ per share.
In addition, if the Reverse Split is approved by the shareholders,
TelMed proposes to simultaneously authorize 10,000,000 shares of Common Stock
rather than the current 20,000,000 shares or the 2,857,143 shares to be
outstanding after the Reverse Split.
The cost of the Board of Directors' proxy solicitation will be borne by
TelMed. In addition to solicitation by mail, directors, executive officers and
employees of TelMed may solicit proxies personally and by telephone and
telegraph, all without extra compensation.
At the record date for the meeting, the close of business on December
20, 1996, TelMed had outstanding 4,340,000 shares of Common Stock, $.001 par
value per share (the "Common Stock"). Each share of Common Stock entitles the
holder thereof on the record date to one vote on each matter submitted to a vote
of stockholders. Only stockholders of record at the close of business on
December 20, 1996, are entitled to notice of and to vote at the Special Meeting.
In the event that there are not sufficient votes in attendance at the meeting in
person or by proxy for approval of any of the matters to be voted upon at the
Special Meeting, the Special Meeting may
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be adjourned in order to permit further solicitation of proxies. The quorum
necessary to conduct business at the Special Meeting consists of the holders of
a majority of the outstanding shares of Common Stock present in person or by
proxy. The affirmative vote of a majority of the outstanding shares of Common
Stock is necessary for the adoption of the proposals submitted. Abstentions and
broker non-votes are counted for purposes of determining the presence or absence
of a quorum for the transaction of business. There are no dissenters' appraisal
rights with respect to the proposals submitted.
A STOCKHOLDER WHO SUBMITS A PROXY ON THE ACCOMPANYING FORM HAS THE POWER TO
REVOKE IT AT ANY TIME PRIOR TO ITS USE BY DELIVERING A WRITTEN NOTICE TO THE
SECRETARY OF TELMED, BY EXECUTING A LATER-DATED PROXY OR BY ATTENDING THE
MEETING AND VOTING IN PERSON. PROXIES THAT ARE PROPERLY EXECUTED WILL BE VOTED
FOR THE PROPOSALS SET FORTH THEREON.
SECURITY INTEREST OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT
The following table sets forth certain information, as of December 20,
1996, regarding TelMed's Common Stock owned of record or beneficially by (i)
each stockholder who is known by TelMed to beneficially own in excess of 5% of
the outstanding shares of Common Stock, (ii) each director and executive officer
and (iii) all directors and executive officers as a group. Except as otherwise
indicated, each stockholder listed below has sole voting and investment power
with respect to shares beneficially owned by such person.
In accordance with Rule 13d-3, promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), shares that are not
outstanding but that are issuable within 60 days upon exercise of outstanding
options, warrants, rights or conversion privileges have been deemed to be
outstanding for the purpose of computing the percentage of outstanding shares
owned by the person owning such right, but have not been deemed outstanding for
the purpose of computing the percentage for any other person. As of December 20,
1996, there were 4,340,000 shares of Common Stock issued and outstanding.
NAME AND ADDRESS AMOUNT PERCENT OF CLASS
- ---------------- ------ ----------------
Jeffrey I. Binder 462,000 10.6%
9350 So. Dixie Hwy. #1220
Miami, FL 33156
Martin Stern 113,500 2.6%
c/o Telephonic Medical Care, Inc.
9350 So. Dixie Hwy. #1220
Miami, FL 33156
Emmanuel Diena 231,000 5.3%
1111 Flint Road, Unit 1
Downsview, Ont. M3J 3C7
Canada
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NAME AND ADDRESS AMOUNT PERCENT OF CLASS
- ---------------- ------ ----------------
Kenneth A. Rosen, M.D. 10,000(1) *
c/o TelMed, Inc.
9350 So. Dixie Hwy. #1220
Miami, FL 33156
All directors and executive officers as a 816,500(1) 18.8%
group (6 persons)
- ----------
* Less than 1%
(1) Includes 10,000 currently exercisable options.
PROPOSAL 1
TO APPROVE A ONE-FOR-SEVEN REVERSE SPLIT OF TELMED'S COMMON STOCK, PAR
VALUE $.001 PER SHARE
The Board of Directors has proposed a one-for-seven reverse split of
TelMed's Common Stock (the "Reverse Split") because Nasdaq on November 15, 1996
proposed new listing standards which would, among other things, continue to
require all shares traded on Nasdaq to trade at $1.00 per share or more.
TelMed's shares will be delisted from trading on the Nasdaq Small Cap Market for
that reason alone if the Reverse Split is not approved since the shares have
traded for some time at less than $1.00 per share and the Company has already
received notice from Nasdaq that its shares are scheduled for delisting on
February 19, 1997. On December 20, 1996 the closing price of TelMed's Common
Stock on the Nasdaq Small Cap Market was $ ______________ per share.
Nasdaq's proposed new listing standards also would require, among other things,
that TelMed have at least $2,000,000 in Net Tangible Assets, as defined by
Nasdaq, a public market float of at least 500,000 shares, and a market value of
that public float of at least $1,000,000. TelMed had $___________ in Net
Tangible Assets on July 31, 1996. It will have in excess of 500,000 shares of
public float after the Reverse Split. The market value of TelMed's public float
on December 20, 1996 was approximately $________.
TelMed proposes to amend the Article Fourth of its Restated Certificate
of Incorporation to read in its entirety as follows:
"The total number of shares of stock which the Corporation shall
have authority to issue is 2,857,143 shares, and the par value of
each such share shall be $0.007 per share."
The only change from the existing Article Fourth is to reduce the
currently authorized 20,000,000 shares of Common Stock, par value $.001 per
share, to 2,857,143 shares of Common Stock, par value $.01 per share. Such a
change, if adopted by the stockholders, will have the effect of creating a
one-for-seven reverse split of TelMed's issued and outstanding Common Stock.
As a result of the Reverse Split each stockholder of TelMed would own
one-seventh as many shares as
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before the Reverse Spit is effected. Those stockholders who would own a
fractional number of shares as result of the Reverse Split will be paid cash for
such fractional number of shares based on the closing price on the Nasdaq Small
Cap Market of TelMed's new reverse split Common Stock on the first day of
trading of the reverse split shares.
As a result of the Reverse Split, TelMed's 712,250 outstanding public
warrants will by their terms become exercisable for 1/7th as many shares of
Common Stock as they are now exercisable. The new exercise price per share of
Common Stock will be seven times the current exercise price per share. In
addition, TelMed's 351,875 outstanding privately held warrants will remain
exercisable for the same number of shares as prior to the Reverse Split. The
outstanding exercise price per share of the private warrants after the Reverse
Split will remain the same exercise price per share as prior to the Reverse
Split. This exercise price per share is $3.00. None of the private warrants is
held by an officer, director, affiliate or 10% or greater beneficial owner of
TelMed.
IT IS IMPORTANT THAT EACH STOCKHOLDER UNDERSTAND THAT WITH RESPECT TO
THE CURRENTLY ISSUED AND OUTSTANDING SHARES OF THE COMPANY NO STOCKHOLDER'S
INTEREST IN TELMED WOULD BE MATERIALLY REDUCED AS A RESULT OF THE REVERSE SPLIT
SINCE THE TOTAL NUMBER OF ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF
TELMED WOULD BE REDUCED IN THE SAME RATIO OF ONE-FOR-SEVEN (APART FROM
NON-MATERIAL EFFECTS RESULTING FROM PAYMENT OF CASH FOR FRACTIONAL SHARES).
Prior to the Reverse Split the number of issued and outstanding shares will be
4,340,000 and after the Reverse Split the number would be 620,000 (apart from a
non-material decrease in the number of shares resulting from the payment of cash
for fractional shares). The increase of the per share par value from $.001 to
$.007 will preserve TelMed's balance sheet stated value of paid-in capital at
$4,340 as of October 31, 1996 (apart from a non-material decrease resulting from
the payment of cash for fractional shares).
Except as described above, TelMed knows of no other effects that would
arise from the Reverse Split which would have a material effect on stockholders
on TelMed.
If the Proposal is not approved and if TelMed's Common Stock were,
therefore, to be delisted from trading on the Nasdaq Small Cap Market, or if the
Common Stock is delisted for otherwise failing to meet the proposed new listing
standards, TelMed would seek to list its shares on the Nasdaq Bulletin Board or
in the so-called "Pink Sheets." In either event, even if TelMed could so list
its shares, stockholders would likely have considerable difficulty in selling
their shares since both of these alternate markets are illiquid.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ONE-FOR-SEVEN
REVERSE SPLIT.
PROPOSAL 2
TO APPROVE 10,000,000 SHARES AS THE NUMBER OF AUTHORIZED
POST-SPLIT SHARES OF COMMON STOCK
If, and only if, the Reverse Split is approved by the shareholders
TelMed proposes to simultaneously authorize 10,000,000 shares of Common Stock
rather than the 20,000,000 shares currently outstanding or the 2,857,143 shares
to be outstanding after the Reverse Split. The par value would remain at $0.007
per share and the number of issued and outstanding shares would remain at
620,000 (apart from a non-material decrease in the number of shares resulting
from the payment of cash for fractional shares).
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The Company anticipates that it will need to sell additional shares to
meet the new market float and Net Tangible Assets standards as proposed by
Nasdaq and discussed under Proposal 1, above.
The change in authorized shares will permit TelMed to have sufficient
authorized but unissued shares available for sale to raise such additional
capital, for issuance to acquire or merge with other companies, or for other
corporate purposes. The Company from time to time in the past has offered and
sold shares and warrants exercisable for shares to raise additional capital, but
has not identified any prospective purchaser the sale of shares or warrants to
whom is dependent on the proposed increase in authorized shares. TelMed
currently has no companies targeted for acquisition or merger and no other
identified use for the additional authorized shares.
THE BOARD OF DIRECTORS OF TELMED RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL OF 10,000,000 SHARES AS THE NUMBER OF AUTHORIZED SHARES OF TELMED
COMMON STOCK.
OTHER MATTERS
No other business may come before the Meeting because the Delaware
Corporation Law requires that only business set forth in the notice of Meeting
may be considered at a special meeting. However, subject to the foregoing
restriction, if additional matters properly come before the Special Meeting,
proxies will be voted at the discretion of the proxy holders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ BLANCA SANTOS
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Blanca Santos, Secretary
December 26, 1996
Miami, Florida
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PROXY
TELMED, INC.
9350 SOUTH DIXIE HIGHWAY
SUITE 1220
MIAMI, FLORIDA 33156
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Jeffrey I. Binder and Blanca Santos, or either
of them, as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
Common Stock of TelMed, Inc. held of record by the undersigned on December 20,
1996, at the Special Meeting of Shareholders to be held on January 31, 1997, or
any adjournment or postponement thereof.
1. TO REVERSE SPLIT ONE-FOR-SEVEN THE COMPANY'S COMMON STOCK
[ ] For [ ] Against [ ] Abstain
2. TO APPROVE 10,000,000 SHARES AS THE NUMBER OF AUTHORIZED POST-SPLIT SHARES
OF THE COMPANY'S COMMON STOCK
[ ] For [ ] Against [ ] Abstain
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE AND SIGN ON THE REVERSE SIDE
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This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for the proposals listed.
When shares are held by joint tenants, both should sign. When signing as
attorney, personal representative, administrator, trustee or guardian, please
give full title as such. 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.
________________________________________
Signature
________________________________________
Signature, if jointly held
Dated: __________________________ , 1997
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
