<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MED/WASTE, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
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(4) Date Filed:
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<PAGE> 2
MED/WASTE, INC.
6175 N. W. 153RD STREET
MIAMI LAKES, FLORIDA 33014
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 10, 2000
To the Stockholders of Med/Waste, Inc.
NOTICE is hereby given that the Annual Meeting of Stockholders of
Med/Waste, Inc., a Delaware corporation (the "Company") will be held at the
Hotel Intercontinental, 100 Chopin Plaza, Miami, Florida 33131, on Monday, July
10, 2000 at 1:00 P.M., for the following purposes:
1. To elect two Class II and three Class III Directors for terms of
two and three years respectively.
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
These items are fully discussed in the following pages, which are made a
part of this notice. Only stockholders of record at the close of business on May
15, 2000 shall be entitled to receive notice of, and to vote at, the Annual
Meeting, or any postponements or adjournments thereof. A complete list of the
stockholders entitled to vote at the Annual Meeting will be available for
inspection by stockholders at the offices of the Company for ten (10) days prior
to the Annual Meeting.
The Company requests that you vote your shares as promptly as possible.
Whether or not you expect to attend the Annual Meeting, please vote, date, sign,
and return the enclosed proxy as promptly as possible to assure representation
of your shares at the meeting. You may revoke your proxy at any time prior to
its exercise by written notice to the Company prior to the Annual Meeting, or by
attending the Annual Meeting in person and voting.
By Order of the Board of Directors
CARLOS CAMPOS
President/Chief Executive Officer
Miami Lakes, Florida
Dated: June 2, 2000
YOUR VOTE IS IMPORTANT. ACCORDINGLY YOU ARE ASKED TO COMPLETE, SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
MED/WASTE, INC.
6175 N.W. 153RD STREET
MIAMI LAKES, FLORIDA 33014
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 10, 2000
This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are being furnished to stockholders of Med/Waste, Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Company's 2000 Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 1:00 p.m., local
time, on July 10, 2000 at the Hotel Intercontinental, 100 Chopin Plaza, Miami,
Florida, and at any and all postponements or adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting.
This Proxy Statement, Notice of Annual Meeting, and the accompanying Proxy
Card are first being mailed to stockholders on or about June 7, 2000 to all
common and preferred stockholders of record as of May 15, 2000. At the Annual
Meeting, stockholders will be asked to elect three Class II directors and three
Class III directors, and to vote on such other matters as may properly come
before the Annual Meeting.
Because many of the Company's stockholders are unable to attend the Annual
Meeting in person, the Board of Directors solicits proxies by mail to give each
stockholder an opportunity to vote on all matters that will come before the
Annual Meeting. Stockholders are urged to:
(1) Read this Proxy Statement carefully;
(2) Specify their choice on each matter by marking the appropriate box
on the enclosed Proxy Card; and
(3) Sign, date and return the Proxy Card in the enclosed envelope.
If Proxy Cards are returned properly signed, the shares represented thereby
will be voted by the persons named in the Proxy Card, or their substitute, in
accordance with the stockholder's directions. If the Proxy Card is signed and
returned without instructions marked on it, it will be voted FOR the nominees
for Class II and III directors listed on the Proxy; and as recommended by the
Board of Directors with respect to any other matters which may properly come
before the Annual Meeting. A stockholder must return a signed Proxy Card to
permit the proxy holders to vote the shares owned by such stockholder.
A stockholder granting a proxy may revoke it at any time prior to the
Annual Meeting by giving written notice of its revocation to the Company, by
submission of another duly executed proxy dated after the Proxy Card to be
revoked, or by attending the Annual Meeting and voting in person. The mere
presence at the Annual Meeting by a stockholder who has appointed a proxy will
not revoke the prior appointment.
The Board of Directors has designated Charles J. Simons and Arthur G.
Shapiro and each or either of them, as proxies to vote the shares of common and
preferred stock solicited on its behalf.
Only common and preferred stockholders of record as of the close of
business on May 15, 2000 (the "Record Date") are entitled to notice of, and to
vote at, the Annual Meeting and any adjournment thereof. On the Record Date,
there were issued and outstanding 6,750,129 shares of common stock ("Common
Stock") and 31,345 shares of Series A Preferred Stock. The holders of the Series
A Preferred Stock are entitled to vote on all matters in which the holders of
Common Stock are entitled to vote, voting together with the Common Stock without
regard to class. Each share of Series A Preferred Stock is presently convertible
into approximately 23 shares of Common Stock. The Series A Preferred Stock
holders have the number of votes assuming conversion of the Series A Preferred
Stock into Common Stock as of the Record Date, or an aggregate of 737,529 shares
of Common Stock (the "Common Stock Equivalents").
<PAGE> 4
Each stockholder is entitled to one vote for each share of Common Stock or
Common Stock Equivalents registered in his name on the Record Date for each
matter brought before the stockholders at the Annual Meeting. The presence, in
person or by proxy, of a majority of the Common Stock and Common Stock
Equivalents entitled to vote is required for a quorum at the Annual Meeting. In
determining whether a quorum exists at the Annual Meeting, all votes "for" or
"against," as well as abstentions, will be counted. Broker non-votes will also
be counted as present or represented for the purpose of determining whether a
quorum is present for the transaction of business.
ELECTION OF DIRECTORS
The Board of Directors is currently divided into three classes, having
three year terms that expire in successive years. Directors hold office until
the expiration of their respective terms and until their successors are elected
or until death, resignation or removal.
The Company did not hold an annual meeting of stockholders for 1999. Class
II directors' terms would have expired at the 1999 Annual Stockholders Meeting.
Class III directors' terms expire with the 2000 Annual Meeting of Stockholders.
Accordingly, Class II and Class III directors will be elected at the Annual
Meeting. However, Class II directors shall serve only until the 2002 Annual
Meeting or until their successors are elected. Class III directors will serve
until the 2003 Annual Meeting or until their successors are elected.
The Board of Directors proposes that the nominees described below, all of
whom are currently serving as Class II or III directors, be re-elected as Class
II or III directors for the terms specified above and until their respective
successors are duly elected and qualified, except in the event of their earlier
death, resignation or removal. Each of the nominees has consented to serve for
the respective terms of such Classes. The Company has no reason to believe that
any of the nominees will be unable or unwilling to serve, if elected. If any
nominee should become unavailable prior to the election, the accompanying Proxy
Card will be voted for the election, in his stead, of such other person as the
Board of Directors may recommend.
NOMINEES FOR CLASS II DIRECTOR
Information regarding the Board's nominees for election as Class II
directors is set forth below.
KENDRICK MEEK
DIRECTOR SINCE 1996
AGE 34
Mr. Meek has been a development representative for the Wackenhut
Corporation, a provider of security services. Prior thereto, from March 1994
through November 1994, he was President of F&L Security Services, Inc., a
security consulting firm. From March 1989 until March 1994, he was employed by
the Florida Highway Patrol, the last three years of which he served as a
captain. Mr. Meek has served as a State Representative in the Florida State
Legislature since 1994. Mr. Meek is a member of the Compensation and Stock
Option Committee.
PATRICK J. MCENANY
DIRECTOR SINCE MARCH 2000
AGE 52
Mr. McEnany was appointed to the Company's Board of Directors to fill a
vacancy created upon the resignation of a prior director. Since March 1999, he
has been the Managing Partner of Catalyst Pharmaceutical Partners, a privately
owned partnership, which offers consulting and investment banking services to
specialty pharmaceutical companies. Previously, from February 1998 until
December 1998, Mr. McEnany was the President and Chief Executive Officer of
AMDG, Inc. a development stage pharmaceutical company. From January 1991 until
April 1997, Mr. McEnany served as Chairman of the Board, President and Chief
Executive Officer of Royce Laboratories, then a publicly held company. Royce
Laboratories was purchased by Watson Pharmaceuticals, Inc. in April 1997. From
April 1997 until February 1998, Mr. McEnany served as
2
<PAGE> 5
Vice President of Watson Pharmaceuticals, Inc. He serves on the Board of
Directors for Thermogenesis Corp., a biopharmaceutical company and several
privately-held companies. Mr. McEnany is a member of the Audit Committee.
NOMINEES FOR CLASS III DIRECTOR
Information regarding the Board's nominees for election as Class III
directors is set forth below.
CARLOS CAMPOS
DIRECTOR SINCE 1999
AGE 47
Mr. Campos has been president and Chief Executive Officer of the Company
since June 1999. Prior thereto, he was Executive Vice President and Chief
Operating Officer of the Company from January 1999 until March 1999 when he was
named Acting Chief Executive Officer. He also was appointed to the Board of
Directors in July of 1999. From 1994 to 1999, Mr. Campos was a private investor.
Prior thereto from 1989 to 1994, Mr. Campos was the founder, President and CEO
of MedX, Inc., a medical waste company based in Florida. MedX was acquired by
Attwoods, PLC. in 1987. In 1994, Attwoods, PLC was acquired by Browning-Ferris
Industries, Inc.
ARTHUR G. SHAPIRO, M.D., F.A.C.O.G.
DIRECTOR SINCE 1991
AGE 61
Dr. Shapiro has held an appointment to the University of Miami School of
Medicine as a professor of clinical obstetrics and gynecology in the division of
reproductive endocrinology since January 1995. From 1985 until 1995, he was
engaged in the private practice of medicine. From 1970 until 1983, he was
employed by the University of Miami School of Medicine most recently as a
professor. He is a graduate of Harvard Medical School and is board certified in
obstetrics and gynecology, endocrinology and laser surgery. He is a Fellow in
the American College of Obstetrics and Gynecology and has been elected to become
a Fellow by the American College of Endocrinology. Dr. Shapiro was the Corporate
Medical Director of Home Intensive Care, Inc. and served on its board of
directors from 1985 until July 1993. He served as Vice Chairman of Renex Corp.,
a dialysis provider from 1993 until February 2000, when it was sold to National
Nephrology Associates, Inc. Dr. Shapiro is a member of the Executive,
Compensation and Stock Option and Nominating Committees.
MILTON J. WALLACE
DIRECTOR SINCE 1991
AGE 64
Mr. Wallace has been Chairman of the Board of the Company since June 1993.
Mr. Wallace has been a practicing attorney in Miami, Florida for over 30 years
and is currently a shareholder of the law firm of Wallace, Bauman, Legon,
Fodiman, Ponce & Shannon, P.A. He was chairman of the board of directors of
Renex Corp., a provider of dialysis services from July 1993 until February 2000,
when it was sold to National Nephrology Associates, Inc. Mr. Wallace is a
director of Imperial Industries, Inc. a construction materials manufacturer. He
is also a director of several private companies. Mr. Wallace is a member of the
Company's Executive Committee.
DIRECTORS CONTINUING IN OFFICE
CLASS I DIRECTORS. The following Class I directors will serve until the
2001 Annual Meeting and until their successors are elected or until death,
resignation or removal.
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<PAGE> 6
WILLIAM DOLAN, D.D.S.
DIRECTOR SINCE 1993
AGE 74
Dr. Dolan is a retired dentist and previously maintained a private practice
of dentistry for over 30 years until his retirement in 1995. He is a director of
the Dade County, Florida Housing Finance Authority.
DOUGLAS HAILEY
DIRECTOR SINCE 1998
AGE 38
Mr. Hailey has been Vice President of the Investment Banking division of
Taglich Brothers, D'Amadeo, Wagner and Company, Inc., a New York-based full
service brokerage firm specializing in the microcap segment of the public
equities markets since 1994. Prior to joining Taglich Brothers, Mr. Hailey spent
five years with Weatherly Financial Group, a small private equity firm that
specialized in sponsoring leveraged buyouts. Mr. Hailey holds an MBA in Finance
from the University of Texas. Mr. Hailey is a member of the Audit and Nominating
Committees.
CHARLES J. SIMONS
DIRECTOR SINCE 1998
AGE 82
Mr. Simons is the Chairman of the Board of G. W. Plastics, Inc., a plastics
manufacturer, and is an independent management and financial consultant. From
1940 to 1981, he was employed by Eastern Airlines, last serving as Vice
Chairman, and Executive Vice President. He also serves as a Director of Viragen,
Inc., a pharmaceutical manufacturer and a number of private companies. Mr.
Simons is Chairman of the Audit Committee and a member of the Executive and
Compensation and Stock Option Committees.
DIRECTOR WHOSE TERM IS EXPIRING
The following Class II director's term expires with the Annual Meeting and
is not being renominated.
WILLIAM F. BONHAM
DIRECTOR SINCE 1997
AGE 56
Mr. Bonham served as the Company's Vice President/Chief Operating Officer
from June 1998 until January 1999. From June 1997 until June 1998 he served as
the Company's Vice President of Operations. From October 1995 until June 1997,
Mr. Bonham was President of Bonham Management Group, Inc. ("BMG") which managed
a medical waste autoclave treatment facility. The Company acquired certain
assets of BMG on November 1997. Prior thereto, from 1990 to 1995, Mr. Bonham was
a Vice President of Bio-Medical Waste, Inc. a medical waste hauling and
treatment company.
DIRECTORS' REMUNERATION; ATTENDANCE
DIRECTORS' COMPENSATION. Directors who are employees of the Company or its
subsidiaries do not receive any compensation for their service as members of the
Board of Directors. Directors who are not employees of the Company receive an
annual retainer of $2,500, payable quarterly and are reimbursed for expenses
which may be incurred by them in connection with the business and affairs of the
Company. In addition, non-employee directors receive options granted under the
Directors' Stock Option Plan ("Directors' Plan") based upon specific criteria
set forth in the Directors' Plan. See "Compensation -- Directors Stock Option
Plan".
BOARD ATTENDANCE. The Board of Directors met six (6) times in 1999. In
addition, the Board of Directors took action by unanimous written consent once
during 1999. Every director attended in excess of
4
<PAGE> 7
75% of meetings of the Board during 1999, except W. Fred Bonham who attended two
meetings, and Kendrick Meek and Michael Recca who each attended four meetings.
COMMITTEES OF THE BOARD
The Board has established a number of standing committees to assist it in
the discharge of its responsibilities. The principal responsibilities of each
standing committee are described below. Actions taken by any committee of the
Board are reported to the Board of Directors, usually at the next Board meeting.
The Board has standing Executive, Compensation, Audit and Nominating Committees.
EXECUTIVE COMMITTEE. The Executive Committee is composed of Dr. Shapiro
and Messrs. Wallace and Simons. When the Board of Directors is not in session,
the Executive Committee possesses all of the powers of the Board, other than
certain powers reserved by Delaware law to the Board. Although the Executive
Committee has broad powers, in practice it meets only infrequently to take
formal action in a specific matter when it would be impractical to call a
meeting of the Board. The Executive Committee met four (4) times in 1999.
AUDIT COMMITTEE. The Audit Committee is presently composed of Mr. Simons,
as Chairman, Mr. Hailey and Mr. McEnany. During 1999 the Audit Committee was
composed of Mr. Simons and Dr. Shapiro. The Audit Committee met seven (7) times
during 1999. The principal duties of the Audit Committee are to recommend the
appointment of independent auditors; meet with the Company's independent
auditors to review the arrangements for, and scope of, the audit by the
independent auditors and the fees related to such work; review the independence
of the independent auditors; reviews financial reporting issues and practices;
reviews with the independent auditors the adequacy of the system of internal
accounting controls; review and monitor the Company's policies regarding
conflicts of interest; discuss with management and the independent accountants
the Company's annual financial statements; and reports to the Board of Directors
about these matters.
COMPENSATION AND STOCK OPTION COMMITTEE. The Compensation Committee
presently consists of Dr. Shapiro, as Chairman, Charles J. Simons and Kendrick
Meek. The Compensation Committee did not meet during 1999. The Compensation
Committee reviews the Company's general compensation policies and procedures;
establishes salaries and benefit programs for the Chief Executive Officer and
other executive officers of the Company and its subsidiaries; reviews, approves
and establishes performance targets and awards under incentive compensation
plans for its executive officers; and reviews and approves employment
agreements. The Compensation Committee also administers the Company's 1993 and
1996 Employee Stock Option Plans and has the authority to determine, among other
things, to whom to grant options, the amount of options, the terms of options
and the exercise prices thereof.
NOMINATING COMMITTEE. The Nominating Committee consists of Messrs. Wallace
and Hailey and Dr. Shapiro. It recommends to the Board director nominees for
election by stockholders. It also reviews the qualification of, and recommends
to the Board, candidates to fill Board vacancies as they may occur during the
year. The Committee considers suggestions from stockholders and other sources
regarding possible candidates for director. Such suggestions, together with
appropriate biographical information, should be submitted to the Secretary of
the Corporation. The Nominating Committee did not meet in 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. None of the
members of the Board's Compensation Committee is, or has been, an officer or
employee of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS
The Company's officers and directors are required to file Forms 3, 4 and 5
with the Securities and Exchange Commission in accordance with Section 16(a) of
the Securities and Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder. Based solely on a review of such reports
furnished to the Company as required by Rule 16(a)-3, no director or executive
officer failed to timely file such reports in 1999:
5
<PAGE> 8
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE
"FOR" THE ELECTION OF ALL THE NOMINEES.
The two nominees for Class II directors and the three nominees for Class
III directors receiving the greatest number of affirmative votes of the shares
of Common Stock and Common Stock Equivalents represented at the Annual Meeting
will be elected as directors. Stockholders are not entitled to cumulate their
votes for the election of Class II or III directors. Proxies received by the
Board of Directors will be so voted in favor of all nominees above, unless
stockholders specify a contrary choice in their proxies.
COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation earned by, and paid to, the
Company's Chief Executive Officer ("CEO") and for each other executive officer
who received compensation in excess of $100,000 during the three (3) year period
ended December 31, 1999 (the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL ------------
COMPENSATION(1) SECURITIES
------------------- OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
--------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Milton J. Wallace.......................... 1999 $ 92,610 $ -- $17,820 100,000
Chairman of the Board 1998 88,220 -- 17,908 400,000(2)
1997 84,000 46,400 -- 100,000
Carlos Campos(3)........................... 1999 $175,750 $ 25,000 $ 9,600 100,000
President/CEO
George Mas(4).............................. 1999 $110,600 $ 25,000 $ 6,000 25,000
Vice President/CFO
Ross Johnston(5)........................... 1999 $ 80,000 $ 20,000 $ 6,000 5,000
Vice President/Legal Affairs
Daniel A. Stauber(6)....................... 1999 $ 96,223 $ -- $ -- $ --
President/Chief Executive Officer 1998 192,500 123,000 9,000 400,000
1997 183,000 72,890 18,000 100,000
</TABLE>
---------------
(1) The Company provides its executive officers with certain non-cash group life
and health benefits, generally available to all salaried employees and are
not included in this table pursuant to applicable Securities and Exchange
Commission rules. No executive officers listed above received aggregate
personal benefits or perquisites that exceeded the lesser of $50,000 or 10%
of such individual's total annual salary and bonus in any year above.
(2) Of such options, 300,000 were cancelled of record by mutual agreement
between Mr. Wallace and the Company.
(3) Mr. Campos was employed by the Company in January 1999, became acting CEO in
March 1999 and permanent CEO in June 1999
(4) Mr. Mas was employed by the Company commencing January 1999
(5) Mr. Johnston was employed by the Company commencing January 1999
(6) Mr. Stauber resigned as President/Chief Executive Officer and as a Director
as of June 10, 1999 and all options were cancelled in connection with such
resignation.
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<PAGE> 9
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table sets forth information concerning grants of stock
options to the CEO and each other Named Executive Officer named on the Summary
Compensation Table above, for the year ended December 31, 1999:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------
% OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED TO EXERCISE PRICE
UNDERLYING OPTIONS EMPLOYEES IN PER EXPIRATION
NAME GRANTED(1) FISCAL YEAR(3) SHARE(2)(3) DATE
---- -------------------- ------------------ -------------- ----------
<S> <C> <C> <C> <C>
Milton J. Wallace.............. -- -- -- --
Daniel A. Stauber.............. -- -- -- --
Carlos Campos.................. 100,000 74% 3.25 1/8/04
George Mas..................... 25,000 19% 3.56 1/4/04
Ross Johnston.................. 5,000 4% 3.25 1/26/04
</TABLE>
---------------
(1) All the above options were granted pursuant to the Company's 1996 Employee
Stock Option Plan (the "1996 Plan"). Subject to the terms and conditions of
the 1996 Plan, the Compensation and Stock Option Committee has the authority
and discretion, among other things as to whom to grant options, the number
of options, the terms of options, including vesting requirements and the
exercise prices of options may modify, extend or renew outstanding options
granted under the Employee Plan. Each option entitles the holder to purchase
one share of common stock.
(2) The option exercise price may be paid, subject to the requirements of Rule
16b-3 promulgated by the Securities and Exchange Commission, by delivery of
shares already owned by such optionee.
(3) Total options granted in 1999 was for 135,000 shares of Common Stock.
(4) Such options were cancelled in connection with the termination of Mr.
Stauber's employment in June 1999.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR END OPTION VALUES
The following table sets forth certain aggregated option information for
the CEO and each named Executive Officer named in the Summary Compensation Table
for the year ended December 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY OPTIONS AT
UNEXERCISED OPTIONS(2) DECEMBER 31, 1999(2)
--------------------------- ---------------------------
NAME(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Milton J. Wallace........................ 375,000 -- -- --
Daniel A. Stauber(3)..................... -- -- -- --
Carlos Campos............................ 100,000 -- -- --
George Mas............................... 25,000 -- -- --
Ross Johnston............................ 5,000 -- -- --
</TABLE>
---------------
(1) No options were exercised by the above named executive officers during the
fiscal year ended December 31, 1999.
(2) The value of unexercised options represents the positive difference between
the exercise price of the options and the market price of the common stock
at December 31, 1999. The market price is based on the closing sale price as
reported on the OTC Bulletin Board on that date, which was $0.53.
(3) Mr. Stauber's employment, and all options previously issued to Mr. Stauber,
were terminated as of June 10, 1999.
EMPLOYMENT AGREEMENTS
Milton J. Wallace serves as Chairman of the Board pursuant to an employment
agreement expiring December 31, 2001. Mr. Wallace currently receives a base
salary of $92,610. Base Salary is increased in each year by the greater of (a)
five percent (5%) or (b) the cost of living index for the prior year. Mr.
Wallace also
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<PAGE> 10
receives a car allowance and certain other non-cash benefits, such as health,
life and disability insurance. Mr. Wallace is eligible to participate in such
incentive bonus plans adopted from time to time by the Company's Board of
Directors. The Agreement provides that in the event of a change of control of
the Company, Mr. Wallace is entitled to terminate his employment agreement and
receive as compensation three (3) times the sum of (a) his base salary and (b)
any bonus received in the twelve (12) months prior to such change of control.
The employment agreement contains a two year non-competition agreement.
Carlos Campos serves as the Company's President/Chief Executive Officer
pursuant to a five year employment agreement expiring December 31, 2003. Mr.
Campos currently receives a base salary of $195,000. Base Salary is increased in
each year by greater of (i) $10,000, or (ii) the percentage increase, if any, of
the consumer price index. Mr. Campos receives a car allowance and certain other
non-cash benefits such as health, life and disability benefits. Mr. Campos is
eligible to participate in such incentive bonus plans adopted from time to time
by the Company's Board of Directors. The Employment Agreement contains an
eighteen (18) month non-competition agreement.
George Mas serves as the Company's Vice President/Chief Financial Officer
pursuant to a one year employment agreement which automatically renews on
January 1 of each year if notice of termination is not given by either party at
least thirty (30) days prior to January 1 of each year. Mr. Mas currently
receives a Base Salary of $120,750. Base Salary is increased by the greater of
(a) 5%; or (b) the cost of living index for the prior year. Mr. Mas receives a
car allowance and certain other non-cash benefits such as health, life and
disability benefits. Mr. Mas is eligible to participate in such incentive bonus
plans adopted from time to time by the Company's Board of Directors. The
Employment Agreement contains a one (1) year non-competition agreement.
Ross Johnston serves as the Company's Vice President for Legal Affairs
pursuant to a one year employment agreement which automatically renews on
January 1 of each year if notice of termination is not given by either party at
least thirty (30) days prior to January 1 of each year. Mr. Johnston currently
receives a Base Salary of $85,000. Base Salary is increased by the greater of
(a) 5%; or (b) the cost of living index for the prior year. Mr. Johnston
receives a car allowance and certain other non-cash benefits such as health,
life and disability benefits. Mr. Johnston is eligible to participate in such
incentive bonus plans adopted from time to time by the Company's Board of
Directors. The Employment Agreement contains a one (1) year non-competition
agreement.
STOCK OPTION PLANS
Employee Plans. The Company has a 1993 Employee Stock Option Plan ("1993
Plan") and a 1996 Employee Stock Option Plan ("1996 Plan") which provide for the
grant of options to purchase up to 750,000 and 1,400,000 shares of Common Stock
to officers and other employees, respectively. The 1993 and 1996 Plans are
designed as an incentive program to cause employees to increase their interest
in the Company's performance and to aid in attracting and retaining qualified
personnel. The 1993 and 1996 Plans are administered by the Compensation and
Stock Option Committee. During fiscal 1999, options to purchase an aggregate of
135,000 shares of Common Stock were granted at exercise prices ranging from
$3.25 to $3.56 under the 1993 and 1996 Plans. As of December 31, 1999, options
to purchase an aggregate 521,650 shares of Common Stock were outstanding under
the 1993 and 1996 Plans at exercise prices ranging from $2.13 to $5.88. During
the year ended December 31, 1999, options to purchase an aggregate of 1,298,000
shares of common stock expired or were cancelled. Options granted under each
Plan have a term of five (5) years from the date of their respective grants.
Options are not exercisable under any circumstances for six (6) months after
grant. Generally, options are subject to three (3) year vesting schedules from
the date of grants. Options to purchase an aggregate of 130,000 granted to
certain executive officers in 1999 vested 59,500 shares as of the respective
dates of grant with the balance vested on the respective one year anniversaries
of such grants.
All options granted under the 1993 and 1996 Plans become fully vested and
immediately exercisable upon the occurrence of a "Change of Control." The
Employee Plans defines Change of Control to mean the occurrence of any of the
following: (i) the acquisition (other than from the Company directly) by any
8
<PAGE> 11
"person" group or entity within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934) of beneficial ownership of twenty-five (25%)
percent or more of the outstanding common stock of the Company; (ii) if the
individuals who served on the Board as of June 1993, no longer constitute a
majority of the members of the Board of Directors; provided, however, any person
who becomes a director subsequent to June 1993, who was elected to fill a
vacancy by a majority of the directors then serving on the Board of directors
shall be considered a member prior to June 1993; (iii) the stockholders of the
Company approve a merger reorganization or consolidation of the Company whereby
the stockholders of the Company immediately prior to such approval do not,
immediately after consummation of such reorganization, merger or consolidation,
own more than 50% of the voting stock of the surviving entity; or (iv) a
liquidation or dissolution of the Company, or the sale of all or substantially
all of the Company's assets.
Directors Plan. The Company's Directors Stock Option Plan (the "Directors'
Plan") presently provides for the grant of options of up to 500,000 shares of
Common Stock. All non-employee directors are eligible to receive grants of
option ("Eligible Directors"). Each Eligible Director receives automatic,
non-discretionary annual grants of options based upon specific criteria set
forth in the Directors' Plan.
Each year, each Eligible Director receives options to purchase 3,000 shares
of common stock for service on the Board, options to purchase 3,000 shares for
service on each permanent committee (other than the Executive Committee) and
options to purchase 3,000 shares for services as a Committee Chairman (other
than the Executive Committee). Eligible Directors who serve on the Executive
Committee receive options to purchase 6,000 shares, with additional options to
purchase 6,000 shares for the Chairman of the Executive Committee.
The exercise price of each option granted under the Directors' Plan is
equal to the fair market value of the Common Stock on the date of grant. All
options granted are for a period of five (5) years and are exercisable
commencing six (6) months after the grant date. During 1999, options to purchase
60,000 shares of Common Stock were granted to Eligible Directors at an exercise
price $1.9038 per share. As of December 31, 1999, options to purchase 441,500
shares of Common Stock were outstanding under the Directors' Plan, at exercise
prices ranging from $1.90 to $6.06.
9
<PAGE> 12
STOCK OWNERSHIP
The following table sets forth information as of March 15, 2000 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director of the Company, (iii) each Named Executive Officer; (ii) all directors
and executive officers as a group, and (iii) each person known by the Company to
be the beneficial owner of more than five percent (5%) of Common Stock of the
Company.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK PERCENTAGE
NAME OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED BENEFICIALLY OWNED(2)
--------------------------- ---------------------- ---------------------
<S> <C> <C>
William F. Bonham..................................... 300,000(3) 4.39%
5090 Down Point Lane
Windermere, FL 34786
Carlos Campos......................................... 685,405(4) 9.24
William W. Dolan...................................... 58,875(5)
Douglas Hailey........................................ 200,345(6) 2.89
Ross Johnston......................................... 122,181(7) 1.78
George Mas............................................ 142,081(8) 2.07
Patrick J. McEnany.................................... 351,243(9) 4.96
Kendrick Meek......................................... 18,250(10)
Arthur G. Shapiro, M.D................................ 1,268,771(11) 16.07
Charles J. Simons..................................... 275,162(12) 3.93
Daniel A. Stauber..................................... 149,420(13) 2.22
Milton J. Wallace..................................... 1,940,097(14) 22.78
Lancer Offshore, Inc.................................. 566,666 8.42
Kaya Flamboyan 9
Wilmstad, Curacao
Netherland Antilles
Peter Salas........................................... 1,626,691(15) 21.16
129 East 17th Street
New York, NY 10003
Dolphin Offshore Partners, L.P........................ 1,626,691(15) 21.16
129 East 17th Street
New York, NY 10003
Craig Sanford......................................... 1,068,324(16) 14.63
1307 S. Pennsylvania Ave.
Morrisville, PA 19067
Mark E. Brady......................................... 885,214(17) 13.15
c/o Eubel, Brady &
Suttman Management, Inc.
7777 Washington Drive
Dayton, OH 45459
Ronald L. Eubel....................................... 885,214(17) 13.15
c/o Eubel, Brady & Suttman
Management, Inc.
7777 Washington Drive
Dayton, OH 45459
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK PERCENTAGE
NAME OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED BENEFICIALLY OWNED(2)
--------------------------- ---------------------- ---------------------
<S> <C> <C>
William Hazel......................................... 762,630(17) 11.33
c/o Eubel, Brady & Suttman
Management, Inc.
7777 Washington Drive
Dayton, OH 45459
Bernie Holtgreive..................................... 762,630(17) 11.33
c/o Eubel, Brady & Suttman
Management, Inc.
7777 Washington Drive
Dayton, OH 45459
Robert J. Suttman, II................................. 885,214(17) 13.15
c/o Eubel, Brady & Suttman
Management, Inc.
7777 Washington Drive
Dayton, OH 45459
Eubel, Brady & Suttman................................ 762,630(17) 11.33
Management, Inc.
7777 Washington Drive
Dayton, OH 45459
All officers and directors as a group (11 persons).... 4,625,736(18) 42.54
</TABLE>
---------------
* Less than one percent.
(1) Except as set forth herein, all Common Stock is directly owned and the sole
investment and voting power are held by the person named. Unless otherwise
stated the address of each individual named above is c/o the Company, 6175
N.W. 153rd Street, Suite 324, Miami Lakes, Florida 33014.
(2) Based upon 6,731,956 shares of Common Stock outstanding and such shares of
Common Stock such individual has the right to acquire within 60 days.
(3) Includes 100,000 shares of Common Stock issuable upon exercise of options;
(4) Includes (i) 100,000 shares of Common Stock issuable upon exercise of
options; (ii) 460,405 shares of Common Stock issuable upon conversion of
convertible notes; and (iii) 125,000 shares of Common Stock issuable upon
exercise of warrants.
(5) Includes 40,000 shares of Common Stock issuable upon exercise of options.
(6) Includes (i) 36,000 shares of Common Stock issuable upon exercise of
options; (ii) 27,624 shares of Common Stock issuable upon conversion of
convertible notes; and (iii) 136,721 shares of Common Stock issuable upon
exercise of warrants.
(7) Includes (i) 5,000 shares of Common Stock issuable upon exercise of
options; (ii) 92,081 shares of Common Stock issuable upon conversion of
convertible notes; and (iii) 25,000 shares of Common Stock issuable upon
exercise of warrants.
(8) Includes (i) 25,000 shares of Common Stock issuable upon exercise of
options; (ii) 92,081 shares of Common Stock issuable upon conversion of
convertible notes; and (iii) 25,000 shares of Common Stock issuable upon
exercise of warrants.
(9) Includes (i) 276,243 shares of Common Stock issuable upon conversion of
convertible notes; and (ii) 75,000 shares of Common Stock issuable upon
exercise of warrants.
(10) Includes 18,250 shares of Common Stock issuable upon exercise of options.
(11) Except as set forth herein, all shares of Common Stock are owned jointly by
Dr. Shapiro and his wife. Includes (i) 193,000 shares of Common Stock
issuable upon exercise of options; (ii) 184,162 shares of Common Stock
issuable upon conversion of convertible notes; (iii) 50,000 shares of
Common Stock issuable upon exercise of warrants and (iv) 13,375 shares of
Common Stock and 736,648 shares of Common Stock issuable upon conversion of
convertible notes owned by a corporation of which Dr. Shapiro is a director
and shareholder.
11
<PAGE> 14
(12) Includes (i) 36,000 shares of Common Stock issuable upon exercise of
options; (ii) 184,162 shares of Common Stock issuable upon conversion of
convertible notes; and (iii) 50,000 shares of Common Stock issuable upon
exercise of warrants.
(13) Includes 5,834 shares owned by his wife.
(14) Except as set forth herein, all shares of Common Stock are owned jointly by
Mr. Wallace and his wife. Includes (i) 375,000 shares of Common Stock
issuable upon exercise of options; (ii) 6,376 shares of Common Stock
issuable upon conversion of Series A Preferred Stock; (iii) 8,664 shares
owned by his Individual Retirement Account; (iv) 2,500 shares of Common
Stock owned by his spouse as custodian for his child; (v) 1,000 shares
owned by his spouse's Individual Retirement Account; (vi) 368,324 shares of
Common Stock issuable upon conversion of convertible notes; (vii) 300,000
shares of Common Stock issuable upon exercise of warrants and (viii) 13,375
shares of Common Stock and 736,648 shares of Common Stock issuable upon
conversion of convertible notes owned by a corporation of which Mr. Wallace
is president, director and a controlling shareholder.
(15) The shares indicated above are owned by Dolphin Offshore Partners, LP.
Peter Salas is the General Partner of Dolphin. Includes (i) 736,648 shares
of Common Stock issuable upon conversion of convertible notes; and (ii)
220,063 shares of Common Stock issuable upon exercise of warrants.
(16) Includes (i) 368,324 shares of Common Stock issuable upon conversion of
convertible notes; and (ii) 200,000 shares of Common Stock issuable upon
the exercise of warrants.
(17) Messrs. Brady, Eubel, Hazel, Holtgreive and Suttman are investment advisors
and have discretionary control over the shares listed above, although the
shares are owned by other individuals and entities. Includes shares of
common Stock issuable upon conversion of Series A Preferred Stock and
exercise of warrants.
(18) Includes (i) 713,750 shares of Common Stock issuable upon exercise of
options; (ii) 928,250 shares of Common Stock issuable upon conversion of
convertible notes; (iii) 6,376 shares of Common Stock issuable upon
conversion of Series A Preferred Stock and (iv) 786,721 shares of Common
Stock issuable upon the exercise of warrants.
CERTAIN TRANSACTIONS
Milton J. Wallace, the Company's Chairman of the Board, is a shareholder of
the law firm of Wallace, Bauman, Legon, Fodiman & Shannon, P.A. Such law firm
acts as general counsel to the Company and received legal fees of $114,990 and
$214,225 in 1999 and 1998 respectively.
On January 7, 1999, the Company terminated W. Fred Bonham's employment for
"cause". On April 9, 1999, Mr. Bonham filed a complaint against the Company. Mr.
Bonham alleges in his complaint that the Company violated his employment
agreement by failing to pay Mr. Bonham certain compensation after his discharge
from the Company. In his complaint, Bonham seeks compensatory damages,
pre-judgement interest, costs and reasonable attorney's fees. Specifically,
Bonham seeks his base salary ($175,000) due for the remaining term of his
employment agreement (through May 2001), as well as various stock options which
were canceled upon his termination.
Milton J. Wallace, Chairman of the Board, loaned the Company an aggregate
of $110,000 in April 1999 and $149,000 in December 1999, pursuant to a demand
note. Interest accrues on the note at the rate of 10% per annum. Carlos Campos,
President and Chief Executive Officer, loaned the Company $50,000 in July 1999.
The Notes were subsequently repaid in February 2000.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP served as the Company's independent auditors
for the years ended December 31, 1998 and 1999. The Board of Directors has not
yet selected auditors for the present fiscal year. Representatives of BDO
Seidman, LLP are expected to be present at the Annual Meeting and will be
afforded the opportunity to make a statement, if they desire, and to respond to
appropriate questions.
12
<PAGE> 15
OTHER MATTERS
Management is not aware of any other matters which may come before the
Annual Meeting and which require the vote of stockholders in addition to those
matters indicated in the notice of meeting and this Proxy Statement. The
Company's By-Laws contain provisions relating to notices of stockholder meetings
which prohibit a stockholder from nominating a person for the Board of Directors
or proposing certain acts relating to the Company's business without advance
written notice to the Company. Such written notice must be given at least sixty
(60) days, but not more than ninety (90) days prior to the anniversary date of
the immediately preceding annual meeting of stockholders and must contain
specific information about the nominee and the stockholder who makes such
nomination or proposal. No nomination proposal was received by the Company for
the Annual Meeting. If any other matter calling for stockholder action should
properly come before the Annual Meeting or any adjournment thereof, those
persons named as proxies in the enclosed proxy will vote in accordance with
their best judgment.
STOCKHOLDER PROPOSALS
Stockholders who wish a proposal to be included in the Company's proxy
statement and form of proxy relating to the 2001 annual meeting must be received
by the Company by no earlier than March 10, 2001 and not later than April 10,
2001 for inclusion on the Company's proxy statement related to that meeting.
Such notice must include (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the number of shares of common stock of the Company which are owned
beneficially of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the Annual Meeting to bring valid business before the
meeting.
ANNUAL REPORT
A copy of the Company's 1999 Annual Report, including audited financial
statements as of December 31, 1998 and 1999 and for each of the two (2) years
then ended are being mailed to all stockholders. Copies of the Annual Report on
Form 10-KSB as filed with the Securities and Exchange Commission may be obtained
by writing to George Mas, Vice President/Chief Financial Officer, 6175 N. W.
153rd Street, Suite 324, Miami Lakes, Florida 33014.
COSTS OF SOLICITATION
All expenses in connection with this solicitation will be borne by the
Company. In addition to solicitation by mail, proxies may be solicited by
directors, officers and other employees of the Company by telephone, telefax, in
person or otherwise, without additional compensation. The Company will also
request brokerage firms, nominees, custodians and fiduciaries to forward proxy
materials to the beneficial owners of shares held of record by such persons and
will reimburse such persons and the Company's transfer agent for their
reasonable out-of-pocket expenses in forwarding such materials. The Company
further reserves the right to retain the services of a proxy solicitation form
to solicit proxies and will pay all reasonable costs associated therewith.
13
<PAGE> 16
MED/WASTE, INC.
PROXY
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 2000
The undersigned hereby appoints Charles J. Simons and Arthur G. Shapiro, or
either of them, as proxies, with full individual power of substitution to
represent the undersigned and to vote all shares of Common Stock and Common
Stock Equivalents of the Company which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of the Company to be held at the Hotel
Intercontinental, 100 Chopin Plaza, Miami, Florida 33131 on July 10, 2000 at
1:00 P.M., and any and all adjournments thereof, in the manner specified below:
1. ELECTION OF CLASS II DIRECTORS
Nominees:
Kendrick Meek
Patrick J. McEnany
[ ] For all nominees listed above
[ ] Withhold authority to vote for the following:
---------------------------------------------------------
[ ] Withhold authority to vote for all nominees
2. ELECTION OF CLASS III DIRECTORS
Nominees:
Carlos Campos
Arthur G. Shapiro, M.D.,
Milton J. Wallace
[ ] For all nominees listed above
[ ] Withhold authority to vote for the following:
----------------------------------------------------
[ ] Withhold authority to vote for all nominees
(continued on other side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, SHALL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR EACH DIRECTOR. Should any
other matter requiring a vote of the stockholders arise, the persons named in
the Proxy or their substitutes shall vote in accordance with their best judgment
in the interest of the Company. The Board of Directors are not aware of any
matter which is to be presented for action at the meeting other than the matters
set forth herein.
Dated: , 2000
----------------------
------------------------------
Signature
------------------------------
Signature
Please sign the Proxy exactly
as name appears. When shares
are held by joint tenants,
both should sign. Executors,
administrators, trustees or
otherwise signing in a
representative capacity should
indicate the capacity in which
signed.
PLEASE VOTE, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
