SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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[ ] Preliminary Proxy Statement
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14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CYBER-CARE, INC.
--------------------------------------------
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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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:
_________________________________________________________________________
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paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid: _________________________________________________
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3) Filing party:____________________________________________________________
4) Date filed:______________________________________________________________
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CYBER-CARE, INC.
1903 S. CONGRESS AVE., SUITE 190
BOYNTON BEACH, FLORIDA 33426
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------
TIME: 10:00 a.m., August 15, 2000
PLACE: Muvico Theatre
3200 Airport Road
Boca Raton, Florida 33433
(561) 396-4695
ITEMS OF BUSINESS: (1) To elect eight directors to each serve until the
next annual meeting of stockholders.
(2) To ratify the appointment of Ernst & Young LLP as
the Company's independent auditors for the 2000
calendar year.
(3) To consider and act upon a proposal to make the
following amendments to the Company's 1999
Directors' and Officers' Stock Option Plan:
(a) To increase the number of authorized shares
available for issuance under the plan from
4,000,000 shares of common stock to 9,000,000
shares of common stock; and
(b) To amend and restate Section 5.2 of the plan to
provide that options issued under the plan
become exercisable based upon the terms set
forth in the option agreement.
(4) To consider and act upon a proposal to make the
following amendments to the Company's 1999 Incentive
Stock Option Plan:
(a) To increase the number of authorized shares
available for issuance under the plan from
2,000,000 shares of common stock to 5,000,000
shares of common stock;
(b) To amend and restate Section 3 of the plan to
provide that the Company may grant options to
all employees;
(c) To amend the plan by adopting Section 6.7 which
shall provide that:
o options issued under the plan shall
terminate one day less than three months
after the severance of employment of the
plan participant from the Company, and
o options issued under the plan shall
terminate upon the death, disability or
retirement of the plan participant on the
earlier of the expiration of the option or
one day less than one year from the death,
disability, or retirement of the plan
participant; and
(d) To amend and restate Section 6.3 of the plan to:
o remove language that options issued under
the plan become fully exercisable six months
from the date of grant;
o provide that no option shall have vesting
limitations in excess of three (3) years
from the date of grant; and
o decrease the term of options issued under
the plan from ten (10) years to five (5)
years from the date of grant.
(5) To transact such other business as may properly
come before the Meeting or any Adjournment thereof.
RECORD DATE: You can vote if you are a stockholder of record on July 7,
2000.
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ANNUAL REPORT: Our 1999 Annual Report, which is not a part of the proxy
soliciting material, is enclosed.
PROXY VOTING: It is important that your shares be represented and voted at
the meeting. Please vote in accordance with the
instructions on your proxy card:
(1) USE THE TELEPHONE NUMBER shown on the proxy voting
instructions (beneficial owners only);
(2) VISIT THE WEB SITE noted on your proxy voting instructions
to vote via the Internet (beneficial owners only); or
(3) MARK, SIGN, DATE AND PROMPTLY RETURN the enclosed proxy
card in the postage-paid envelope.
Any proxy may be revoked at any time prior to its exercise at
the Annual Meeting.
Unregistered stockholders who received the Proxy through an
intermediary must deliver the Proxy in accordance with the
instructions given by such intermediary.
BY ORDER OF THE BOARD OF DIRECTORS
Boynton Beach, Florida /s/ Paul C. Pershes
July 14, 2000 --------------------------------------
Paul C. Pershes, President
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.
<PAGE>
CYBER-CARE, INC
1903 S. CONGRESS AVENUE, SUITE 400
BOYNTON BEACH, FLORIDA 33426
-------------------
PROXY STATEMENT FOR
2000 ANNUAL MEETING OF STOCKHOLDERS
-------------------
The proxy materials are delivered in connection with the solicitation by
the Board of Directors of Cyber-Care, Inc., a Florida corporation ("Cyber-Care,"
the "company," "we," or "us"), of proxies to be voted at our 2000 Annual Meeting
of Stockholders and at any adjournment or postponement.
You are invited to attend our Annual Meeting of Stockholders on Tuesday,
August 15, 2000, beginning at 10:00 a.m. The meeting will be held at the Muvico
Theatre, 3200 Airport Road, Boca Raton, Florida 33433.
This Proxy Statement, form of proxy and voting instructions are being
mailed starting July 14, 2000.
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of our common stock at the close of business on July 7,
2000 are entitled to receive this notice and to vote their shares at the Annual
Meeting. As of that date, there were 63,676,609 shares of common stock
outstanding. Each share of common stock is entitled to one vote on each matter
properly brought before the Annual Meeting.
PROXIES
YOUR VOTE IS IMPORTANT. We have included a postage paid envelope so that
stockholders of record may vote their proxies by mail. Proxies may be revoked at
any time before they are exercised by:
o written notice to the Secretary of the company,
o timely delivery of a valid, later-dated proxy, or
o voting by ballot at the Annual Meeting.
YOU MAY SAVE US THE EXPENSE OF A SECOND MAILING BY VOTING PROMPTLY.
HOW TO VOTE
VOTE BY TELEPHONE
You can vote your shares by telephone by calling the telephone number on
your proxy card. Telephone voting is available 24 hours a day. Easy-to-follow
voice prompts allow you to vote your shares and confirm that your instructions
have been properly recorded. Our telephone voting procedures are designed to
authenticate stockholders by using individual control numbers. If you vote by
telephone you can also give us written instructions to discontinue future
duplicate Annual Reports. IF YOU VOTE BY TELEPHONE YOU DO NOT NEED TO RETURN
YOUR PROXY CARD.
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VOTE BY INTERNET
You can also choose to vote via the Internet. The web site for Internet
voting is on your proxy card. Internet voting is available 24 hours a day, AND
WILL BE ACCESSIBLE UNTIL 5 P.M. ON AUGUST 14, 2000. As with telephone voting,
you will be given the opportunity to confirm that your instructions have been
properly recorded. IF YOU VOTE VIA THE INTERNET YOU DO NOT NEED TO RETURN YOUR
PROXY CARD.
VOTE BY MAIL
If you choose to vote by mail, simply mark your proxy, date and sign it,
and return it to Corporate Stock Transfer in the postage-paid envelope provided.
If the envelope is missing, please address your completed proxy card to
Cyber-Care, Inc., c/o Corporate Stock Transfer, 3200 Cherry Creek Drive South,
Suite 430, Denver, Colorado 80209.
VOTING AT THE ANNUAL MEETING
The method by which you vote now will not limit your right to vote at the
Annual Meeting if you decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record to be able to vote at the
Annual Meeting.
All shares that have been properly voted by mail, and not revoked will be
voted at the Annual Meeting. If you sign and return your proxy card but do not
give voting instructions, the shares represented by that proxy will be voted as
recommended by the Board of Directors.
VOTING ON OTHER MATTERS
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the proxy will have the discretion to vote
on those matters for you. At the date this Proxy Statement went to press, we did
not know of any other matter to be raised at the Annual Meeting.
CONSOLIDATION OF YOUR VOTE
You will receive only one proxy card for all the shares you hold in your
name. Please note that if you own shares in joint name, and other shares in your
own name, you will receive a separate proxy card for the joint ownership. We can
only consolidate identically named accounts.
LIST OF STOCKHOLDERS
A list of stockholders entitled to vote at the Annual Meeting will be
available at the Annual Meeting and for ten days prior to the Annual Meeting,
between the hours of 8:45 a.m. and 4:30 p.m., at our offices at 1903 S. Congress
Ave., Suite 400, Boynton Beach, Florida, by contacting the Secretary of the
company.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the stockholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the
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nominee does not have discretionary voting power for that particular item and
has not received instructions from the beneficial owner. Broker non-votes will
have no effect on any of the proposals.
A plurality of the votes cast is required for the election of directors.
Abstentions are not counted for purposes of the election of directors.
The affirmative vote of a majority of the votes cast is required to
approve:
o the appointment of Ernst & Young LLP. Abstentions are not counted for
purposes of approving this matter.
o the amendment to our 1999 Directors' and Officers' Stock Option Plan to
(a) increase the number of authorized shares available for issuance under
the plan from 4,000,000 shares of common stock to 9,000,000 shares of
common stock, and (b) amend and restate Section 5.2 of the plan to provide
that options issued under the plan become exercisable based on the terms
set forth in the option agreement.
o the amendment to our 1999 Incentive Stock Option Plan to (a) increase the
number of authorized shares available for issuance under the plan from
2,000,000 shares of common stock to 5,000,000 shares of common stock; (b)
amend and restate Section 3 of the plan to provide that the Company may
grant options to all employees; (c) amend the plan by adopting Section 6.7
which shall provide that:
o options issued under the plan shall terminate one day less than three
months after the severance of employment of the plan participant from
the Company, and
o options issued under the plan shall terminate upon the death,
disability or retirement of the plan participant on the earlier of the
expiration of the option or one day less than one year from the death,
disability, or retirement of the plan participant; and
(d) to amend and restate Section 6.3 to:
o remove language that options issued under the plan become fully
exercisable six months from the date of grant;
o provide that no option shall have vesting limitations in excess of
three (3) years from the date of grant; and
o decrease the term of options issued under the plan from ten (10) years
to five (5) years from the date of grant.
Abstentions are not counted for purposes of approving each these
proposals.
<PAGE>
TABLE OF CONTENTS
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS OF
CYBER-CARE, INC.
PROPOSAL 1 - ELECTION OF DIRECTORS 1
Role and Composition of the Board of Directors 1
Director Nominees 1
Compensation of Directors 2
Section 16(a) Compliance 2
PROPOSAL 2 - APPROVAL OF ERNST & YOUNG LLP AS OUR AUDITORS 3
PROPOSAL 3 - APPROVAL OF THE AMENDMENTS TO THE
1999 DIRECTORS' AND OFFICERS' STOCK OPTION PLAN 4
PROPOSAL 4 - APPROVAL OF THE AMENDMENTS TO THE
1999 INCENTIVE STOCK OPTION PLAN 5
OTHER MATTERS 7
ANNUAL REPORT 7
EXECUTIVE OFFICERS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 8
Securities Exercisable within 60 days of June 20, 2000 9
EXECUTIVE COMPENSATION 10
General 10
Summary Compensation Table 10
Material Employment Agreements 11
Stock Option Plans 12
1999 Stock Option Grants 12
Aggregated Options Exercises in 1999 and FY-End Option Values 13
CERTAIN TRANSACTIONS 13
COST OF SOLICITATION 13
STOCKHOLDER PROPOSALS FOR THE NEXT MEETING 14
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
ROLE AND COMPOSITION OF THE BOARD OF DIRECTORS
Our business, property and affairs are managed under the direction of the
Board of Directors. Members of the Board are kept informed of our business
through discussions with our chairman and chief executive officer and other
officers, by reviewing materials provided to them, by visiting our offices, and
by participating in meetings of the Board and its committees.
The directors are elected annually by our stockholders and serve for
one-year terms. The number of directors constituting the whole Board is
currently eight and eight nominees are listed below. Each of the nominees is
currently a director of the company.
In the event that any of the nominees declines nomination or election, the
Board of Directors will either select a substitute nominee or will reduce the
size of the Board. If you have submitted a proxy and a substitute nominee is
selected thereafter, the holders of the proxy will vote your shares FOR the
election of the substitute nominee. The Board of Directors has no reason to
believe that any nominee will be unable or unwilling to serve if elected.
DIRECTOR NOMINEES
MICHAEL F. MORRELL (age 58) has served as our chairman and chief executive
officer since August 1996. From November 1995 to August 1996, Mr. Morrell was an
independent consultant specialized in the field of corporate finance. From March
1994 to November 1995, Mr. Morrell served as president and a director of
Westmark Group Holdings, Inc. From 1984 through March 1994, Mr. Morrell founded
and served as president of Nexus Leasing Corp. and Nexus Realty, entities
involved in leasing and real estate investments. From 1966 to 1984, Mr. Morrell
served in executive management positions with Reliance Group Holdings, a
multi-billion dollar provider of insurance, leasing and other services. Mr.
Morrell is currently serving as an outside director of Capital Market Groups.
PAUL C. PERSHES (age 57) has served as a director since August 1996 and as
our president since May 1997. Before joining us, Mr. Pershes founded and served
as an officer of Weinberg, Pershes & Company, P.A., an accounting firm, from
July 1994 to May 1997. Before founding Weinberg, Pershes & Company, Mr. Pershes
was a senior partner of the international accounting firm Laventhol and Horvath
for 18 years, with extensive experience in healthcare and manufacturing.
DANA J. PUSATERI (age 48) has served as a director since January 1999. Mr.
Pusateri founded IntegraCare, Inc. in 1988 and served as its chairman, chief
executive officer and president through November 1995. IntegraCare contracts
with skilled nursing facilities, hospitals and home health agencies to provide
physical, occupational and speech therapy services and owned outpatient clinics.
IntegraCare went public in 1993 and in August 1995 IntegraCare completed a
merger with Integrated Health Services, Inc. In December 1995, Mr. Pusateri left
to pursue other consulting opportunities and in May 1997 Mr. Pusateri co-founded
one of our subsidiaries, Your Good Health Network, Inc., and currently serves as
its chief executive officer.
JOHN E. HAINES (age 53) has served as a director since August 1999 and as
a senior vice president in charge of technology since September 1999. Mr. Haines
has served as chairman, chief executive officer and president of our subsidiary,
CyberCare, Inc., since its inception in October 1997. Mr. Haines founded C-Med
Corporation, a telemedicine technology company in Atlanta, Georgia, in January
1994, and served as its chief executive officer from its inception until March
1995, when he became chief executive officer of Video Lan Technologies, Inc. Mr.
Haines remained chief executive officer of Video Lan Technologies, Inc. until
December 1995.
THEODORE J. ORLANDO (age 60) has served as an outside director since March
1997. In 1994, Mr. Orlando founded and is currently president of Barkus Capital
Resources, Ltd., a real estate and securities investment company.
1
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From 1984 to 1994, Mr. Orlando founded and served as chairman and chief
executive officer of TJ Systems Corporation, a computer leasing company.
GLEN BARBER (age 51) has served as an outside director since April 1997.
In 1988, Mr. Barber founded, and is currently president of, New Age
Communications, Inc., a master distributor of operator services. Since 1993, Mr.
Barber has served as president and director of the Museum of Art in Tallahassee,
Florida.
TERRY LAZAR (age 57) has served as an outside director since April 1997.
In 1977, Mr. Lazar founded, and is currently senior partner of, Lazar,
DeThomasis, Sanders and Company, LLP, a full-service accounting firm
specializing in healthcare and other industries.
LOUIS R. CAPECE, JR. (age 52) has served as a director since March 1999
and president of one of our subsidiaries, Air Response, Inc., since its
inception in 1986. From 1982 to 1997, Mr. Capece was president of Response
Medical, a ground ambulance company, which serviced a large portion of upstate
New York with emergency ambulance and a coach service for the handicapped.
All officers serve at the discretion of the Board of Directors. Mr.
Morrell and Ms. Linda Moore, senior vice president and secretary of Cyber-Care,
are husband-wife.
The Board of Directors held 13 meetings in 1999 and each director attended
at least 85% of all the Board meetings. In April 1997, the Board established an
Audit Committee and a Compensation Committee. The Audit Committee reviews and
reports to the Board on the financial results of operations and the results of
the audit services provided by our independent accountants, including the fees
and costs for such services. The Audit Committee, which is composed of Messrs.
Lazar, Pershes, and Barber, held one meeting in 1999. The Compensation Committee
reviews compensation paid to management and recommends to the Board appropriate
executive compensation. The Compensation Committee, which is composed of Messrs.
Lazar, Pershes, Orlando and Pusateri, held three meetings in 1999.
COMPENSATION OF DIRECTORS
We have paid no direct or indirect remuneration, nor is any currently
payable by us, to the directors in their capacity as directors other than the
granting of stock options and $1,000 for each meeting attended in person. We
expect that, during the next twelve months, we will not pay any direct or
indirect remuneration to any directors of ours in their capacity as directors
other than in the form of stock option grants or the reimbursement of expenses
of attending directors' or committee meetings.
The following table shows all compensation paid to outside directors:
<TABLE>
<CAPTION>
CASH COMPENSATION SECURITY GRANTS
--------------------------------------------------- ---------------------------------
NUMBER OF
CONSULTING SECURITIES
ANNUAL RETAINER MEETING FEE/OTHER NUMBER OF UNDERLYING
NAME FEE ($) FEES ($) FEES ($) SHARES (#) OPTIONS/SARS (#)
---- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Terry Lazar ............................ -- 3,000 -- -- 275,000
Glen Barber ............................ -- 3,000 -- -- 125,000
Theodore J. Orlando .................... -- 1,000 -- -- 275,000
</TABLE>
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
officers, directors, and persons who own more than ten percent of our common
stock, to file with the SEC initial reports of ownership on Form 3 and reports
of changes in ownership of our common stock and other equity securities on Form
4 and/or Form 5.
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To our knowledge, based solely on review of the copies of such reports
furnished to us, and representations that no other reports were required, during
the calendar year ending December 31, 1999, all Section 16(a) filing
requirements were complied with except that reports for the following executive
officers and directors were not filed in a timely manner in the years indicated:
Glen Barber failed to timely file three Form 4s reporting nine transactions
during 1999 and two Form 5s reporting two transactions in 1997 and one
transaction occurring in 1998. Mr. Barber reported the above transactions and
one other transaction on a Form 5 filed late on March 23, 2000. Daniel Bivins
failed to timely file a Form 3 upon becoming an executive officer in November
1999. Mr. Bivins reported his holdings on a Form 5 filed late on March 23, 2000.
Louis R. Capece failed to timely file a Form 3 upon becoming an executive
officer in March 1999. Mr. Capece reported his holdings on a Form 5 filed late
on March 23, 2000. Robert Coleman failed to timely file a Form 3 upon becoming
an executive officer in December 1999. Mr. Coleman reported his holdings on a
Form 5 filed late on March 23, 2000. John E. Haines failed to timely file a Form
3 upon becoming an executive officer and director in September 1999. Mr. Haines
reported his holdings on a Form 5 filed late on March 23, 2000. Arthur P. Kobrin
failed to timely file two Form 4s reporting five transactions, and one Form 5
reporting one transaction. Mr. Kobrin reported these six transactions, and one
other transaction, on a Form 5 filed late on March 23, 2000. Terry Lazar failed
to timely file a Form 4 reporting one transaction in 1999, a Form 5 reporting
one transaction in 1998, and a Form 5 reporting two transactions in 1997. Mr.
Lazar reported the above transactions and five other transactions, three of
which occurred in December 1999, on a Form 5 filed late on March 23, 2000. Linda
Moore failed to timely file two Form 4s reporting six transactions occurring in
1999, a Form 5 reporting one transaction in 1997, and a Form 5 reporting one
transaction in 1998. Ms. Moore reported the above transactions and two other
transactions on a Form 5 filed late on March 23, 2000. Michael F. Morrell failed
to timely file two Form 4s reporting seven transactions occurring in 1999, a
Form 5 for one transaction occurring in 1998, and a Form 5 for one transaction
occurring in 1997. Mr. Morrell reported the above transactions and one other
transaction on a Form 5 filed late on March 23, 2000. Theodore Orlando failed to
timely file three Form 4s reporting six transactions occurring in 1999, a Form 5
reporting two transactions in 1997, and a Form 5 reporting one transaction in
1998. Mr. Orlando reported the above transactions and two other transactions on
a Form 5 filed late on March 23, 2000. Paul C. Pershes failed to timely file
three Form 4s reporting eleven transactions, and one Form 5 reporting one
transaction occurring in 1997. Mr. Pershes reported the above transactions and
two other transactions on a Form 5 filed late on March 30, 2000. Dana J.
Pusateri failed to timely file two Form 4s reporting two transactions occurring
in 1999, and a Form 5 reporting one transaction occurring in 1998. Mr. Pusateri
reported the above transactions and one other transaction on a Form 5 filed late
on March 23, 2000.
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE-REFERENCED DIRECTORS FOR ELECTION
BY THE STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH
OF THE NOMINEES LISTED ABOVE. THE ELECTION OF THESE DIRECTORS REQUIRES A
PLURALITY OF THE VOTES CAST BY THE HOLDERS OF THE SHARES OF COMMON STOCK PRESENT
OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO VOTE IN THE
ELECTION OF DIRECTORS.
PROPOSAL 2
APPROVAL OF ERNST & YOUNG LLP AS OUR AUDITORS
The Board of Directors wishes to obtain from the stockholders approval of
the Board's action in appointing Ernst & Young LLP as our independent auditors.
The Board, upon recommendation of the audit committee, has approved the
engagement of Ernst & Young LLP as our independent auditors for the calendar
year 2000. Ernst & Young LLP has served as our independent auditors since June
1999. Prior thereto, Grant Thornton LP was our independent auditor until it
declined to stand for reelection in May 1999. There were no reportable events
and no disagreements between the company and Grant Thornton on any matter of
accounting principle or practice, financial statement disclosure, auditing
scope, procedure or otherwise. The decision to change accounting firms was
approved by the Board of Directors.
In the event the appointment of Ernst & Young LLP as our independent
public accountants is not approved by the stockholders, the adverse vote will be
considered as a direction to the Board to select other auditors for the
following year. However, because of the difficulty in making any substitution of
auditors so long after the beginning
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of the current year, the appointment for the calendar year 2000 will be
permitted to stand unless the Board finds other good reason for making the
change.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting. Representatives of Ernst & Young LLP are not expected to make a
statement and are not expected to respond to questions.
THE BOARD OF DIRECTORS HAS RECOMMENDED THE APPROVAL OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS. SUCH APPROVAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS
OF A MAJORITY OF SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY PROXY AND
ENTITLED TO VOTE AT THE ANNUAL MEETING.
PROPOSAL 3
APPROVAL OF AMENDMENTS TO THE 1999 DIRECTORS' AND OFFICERS'
STOCK OPTION PLAN
The 1999 Directors' and Officers' Stock Option Plan was adopted by the
Board and approved by a majority of the stockholders in August 1999. The plan
allows stock option grants as determined by the Compensation Committee of our
Board of Directors. In June 2000, the Board voted to increase the number of
shares of common stock reserved for issuance under the plan from 4,000,000
shares of common stock to 9,000,000 shares of common stock. In addition, the
Board voted to amend and restate Section 5.2 of the plan to provide that options
issued under the plan become exercisable upon the date of grant.
INCREASE NUMBER SHARES AUTHORIZED UNDER THE PLAN FROM 4,000,000 SHARES TO
9,000,000 SHARES. The amended and restated Article IV of the plan is as follows:
SHARES SUBJECT TO PLAN. Subject to adjustment in accordance with Articles
VIII and XI an aggregate 9,000,000 shares of Common Stock are reserved for
issuance under the Plan. Shares of Common Stock reserved under this Plan
may be either authorized, but unissued shares of Common Stock or
reacquired shares of Common Stock. If an Option or any portion thereof,
shall expire or terminate for any reason without having been exercised in
full, the unpurchased shares of Common Stock covered by such Option shall
be available for future grants of Options.
The purpose of the plan is to attract and retain outstanding individuals willing
to serve on the Board of Directors, serve as officers of the company, and to
participate in the long-term growth and financial success of the company. The
Board believes it is in the best interest of the Company to increase the number
of shares reserved for issuance under the plan in order to attract and retain
qualified directors and officers.
AMENDMENT AND RESTATEMENT OF SECTION 5.2. The amended and restated Section
5.2 of the plan, which removes the clause that Options issued under the plan are
not exercisable for the six (6) months following the date grant, is as follows:
5.2 RESTRICTION ON EXERCISE. Each Option shall be exercisable based upon
the terms set forth in the Option Agreement. Thereafter, an Option, or any
portion thereof, may be exercised until the earlier of the expiration of
the Option's term or termination of the Option in accordance with this
Article V.
The Board believes that by deleting the requirement that Options can not be
exercisable within six months of the date of grant, the company will be more
able to attract and retain qualified directors and officers.
Other than the amendments proposed above, there are no other changes to
the plan. As of June 20, 2000, no stock options have been granted on the basis
of the 5,000,000 share increase subject to stockholder approval at the Annual
Meeting.
4
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THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AMENDMENT OF THE 1999
DIRECTORS' AND OFFICERS' STOCK OPTION PLAN AND RECOMMENDS A VOTE FOR THE
ADOPTION OF THIS PROPOSAL. SUCH APPROVAL REQUIRES THE AFFIRMATIVE VOTE OF THE
HOLDERS OF A MAJORITY OF SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY PROXY
AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
PROPOSAL 4
APPROVAL OF AMENDMENTS TO THE 1999 INCENTIVE STOCK OPTION PLAN
Our 1999 Incentive Stock Option Plan was adopted by the Board and approved
by a majority of the stockholders in August 1999. The plan allows our
Compensation Committee to issue stock options to our key employees. In June
2000, the Board voted to amend the plan as follows:
(a) To increase the number of authorized shares available for issuance
under the plan from 2,000,000 shares of common stock to 5,000,000
shares of common stock;
(b) To amend and restate Section 3 of the plan to provide that the Company
may grant options to all employees;
(c) To amend the plan to adopt Section 6.7 which shall provide that:
o options issued under the plan shall terminate one day less than
three months after the severance of employment of the plan
participant from the Company; and
o options issued under the plan shall terminate upon the death,
disability or retirement of the plan participant on the earlier of
the expiration of the option or one day less than one year from;
and
(d) To amend and restate Section 6.3 of the plan to:
o remove language that options issued under the plan become fully
exercisable six months from the date of grant;
o provide that no option shall have vesting limitations in excess of
three (3) years from the date of grant; and
o decrease the term of options issued under the plan from ten (10)
years to five (5) years from the date of grant.
INCREASE NUMBER OF SHARES AUTHORIZED UNDER THE PLAN FROM 2,000,000 SHARES
TO 5,000,000 SHARES. In accordance with section (a) of this proposal, the
amended and restated Section 5 of the plan is as follows:
5. COMMON STOCK
Each Option granted under the Plan shall be convertible into one (1)
share(s) of Common Stock, unless adjusted in accordance with the
provisions of Section 7 hereof. Options may be granted for a number of
shares not to exceed, in the aggregate, 5,000,000 shares of Common Stock,
subject to adjustment pursuant to Section 7 hereof. For purposes of
calculating the maximum number of shares of Common Stock that may be
issued under the Plan, (i) all the shares issued (including the shares, if
any, withheld for tax withholding requirements) shall be counted when cash
is used as full payment for shares issued upon the exercise of an Option,
and (ii) shares tendered by a Participant as payment for shares issued
upon exercise of an Option shall be available for issuance under the Plan.
Upon the exercise of an Option, the Company may deliver either authorized
but unissued shares, treasury shares, or any combination thereof. In the
event that any Option granted under the Plan expires unexercised, or is
surrendered by a Participant for cancellation, or is terminated or ceases
to be exercisable for any other reason without having been fully
exercised, the Common Stock theretofore subject to such Option shall again
become available for new Options to be granted under the Plan to any
eligible employee (including the holder of such former Option) at an
Option price determined in accordance with Section 6.2 hereof, which price
may then be greater or less than the Option price of such
5
<PAGE>
former Option. No fractional shares of Common Stock shall be issued, and
the Compensation Committee shall determine the manner in which fractional
share value shall be treated.
The purpose of the plan is to foster and promote the financial success of the
company and materially increase stockholder value by enabling eligible employees
and others to participate in the long-term growth and financial success of the
company. The Board believes it is in the best interest of the company to
increase the number of shares reserved for issuance under the plan in order to
attract and retain key employees.
EXTENDING OPTION GRANTS TO ALL EMPLOYEES. In accordance with section (b)
of this proposal, the amended and restated Section 3 of the plan is as follows:
3. ELIGIBILITY
The Compensation Committee may grant options to purchase Common Stock
under this Plan (referred to as "Options") only to employees of the
Company or its Subsidiaries. The Compensation Committee shall determine,
within the provisions of the Plan, those employees to whom, and the times
at which, Options shall be granted. In making such determinations, the
Compensation Committee may take into account the nature of the services
rendered by the employee, his or her present and potential contributions
to the Company's success, and such other factors as the Compensation
Committee in its discretion shall deem relevant. Grants may be made to the
same individual on more than one occasion. An employee of the Company who
is granted Options pursuant to this Plan shall be referred to as a
"Participant."
The Board believes it is in the best interest of the company to amend and
restate Section 3 of the plan to enable all employees of the company to
participate in the plan, rather than limiting the grant of options solely to
"key employees." The Board believes this measure will assist the company in
attracting and retaining employees at all levels of the organization.
TERMINATION OF OPTIONS UPON DEATH, DISABILITY, RETIREMENT, OR SEVERANCE OF
EMPLOYMENT. In accordance with section (c) of this proposal, Section 6.7 is as
follows:
Section 6.7 EXERCISE ON DEATH, DISABILITY, RETIREMENT OR SEVERANCE OF
EMPLOYMENT
(a) DEATH. If, before the expiration of an Option, the Participant,
whether in the employ of the Company or after he has retired or was
severed for disability, or otherwise dies, the Option shall continue until
the earlier of the Option's expiration date or one day less than one year
following the date of his death, unless it is expressly provided otherwise
in the Option agreement. After the death of the Participant, his
executors, administrators or any persons to whom his Option may be
transferred by will or by the laws of descent and distribution shall have
the right, at any time prior to the Option's expiration or termination,
whichever is earlier, to exercise it, to the extent to which he was
entitled to exercise it immediately prior to his death, unless it is
expressly provided otherwise in the Option agreement.
(b) DISABILITY. If, before the expiration of an Option, the
Participant shall be severed from the employ of the Company for
disability, the Option shall terminate on the earlier of the Option's
expiration date or one day less than one year after the date he was
severed because of disability, unless it is expressly provided otherwise
in the Option agreement. In the event that the Participant shall be
severed from the employ of the Company for disability, the Participant
shall have the right prior to the termination of the Option to exercise
the Option, to the extent to which he was entitled to exercise it
immediately prior to his retirement or severance of employment for
disability, unless it is expressly provided otherwise in the Option
agreement.
(c) RETIREMENT. Unless it is expressly provided otherwise in the
Option Agreement, before the expiration of an Incentive Option, the
Participant shall be retired in good standing from the employ of the
Company under the then established rules of the Company, the incentive
option shall terminate on the earlier of the Option's expiration date or
one day less than one year after his retirement; provided, if an incentive
option is not exercised within specified time limits prescribed by the
Code, it will become a nonqualified
6
<PAGE>
option by operation of law. Unless it is expressly provided otherwise in
the Option Agreement, if before the expiration of a nonqualified option,
the Participant shall be retired in good standing from the employ of the
Company under the then established rules of the Company, the nonqualified
option shall terminate on the earlier of the nonqualified option's
expiration date or one day less than one year after his retirement. In the
event of retirement, the Participant shall have the right prior to the
termination of the nonqualified option to exercise the nonqualified
option, to the extent to which he was entitled to exercise it immediately
prior to his retirement, unless it is expressly provided otherwise in the
Option Agreement.
(d) SEVERANCE OF EMPLOYMENT. Unless it is expressly provided
otherwise in the Option agreement, Options granted to Participants shall
terminate on the earlier of the Option's expiration date or one day less
than three months after severance of employment of the Participant from
the Company and all affiliates for any reason, with or without cause,
other than death, retirement under the then established rules of the
Company, or severance for disability. Whether authorized leave of absence
or absence on military or government service shall constitute severance of
the employment of the Employee shall be determined by the Committee at
that time.
The Board believes it is in the best interest of the company to adopt Section
6.7 in order to clarify the terms upon which an employee may exercise options in
event of the death, disability, retirement or severance of the Participant.
AMENDMENT AND RESTATEMENT OF SECTION 6.3 OF THE PLAN. In accordance with
the section (d) of this proposal, the amended and restated Section 6.3 is as
follows:
6.3 TERM AND EXERCISE. Each Option may be exercised from time-to-time, in
whole or in part, in the manner and subject to the conditions the
Compensation Committee, in its sole discretion, may provide in the Option
Agreement, as long as the Option is valid and outstanding, and further
provided that no Option shall have vesting limitations in excess of three
(3) years. No Option shall be exercisable after the expiration of five (5)
years from the date the Option is granted.
The Board believes that it is in the best interest of the company to amend and
restate Section 6.3 in order to clarify and make more consistent, the terms upon
which options may be exercised.
Other than the amendments proposed above, there are no other changes to
the plan. As of June 20, 2000, no stock options have been granted on the basis
of the 3,000,000 share increase subject to stockholder approval at the Annual
Meeting.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AMENDMENT OF THE 1999
INCENTIVE STOCK OPTION PLAN AND RECOMMENDS A VOTE FOR THE ADOPTION OF THIS
PROPOSAL. SUCH APPROVAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY PROXY AND ENTITLED
TO VOTE AT THE ANNUAL MEETING.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented
for action at the Annual Meeting. However, if any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their judgment on such matters.
ANNUAL REPORT
A copy of our Annual Report on Form 10-KSB for the calendar year ended
December 31, 1999 is being mailed with this Proxy Statement. The Annual Report
does not form any part of the material for solicitation of proxies.
7
<PAGE>
We will provide, without charge, a copy of the exhibits to its Annual
Report on Form 10-KSB, upon written request to the company, at 1903 S. Congress
Avenue, Suite 400, Boynton Beach, Florida 33426; fax number (561) 737-5008.
EXECUTIVE OFFICERS
Our executive officers are as follows:
NAME AGE POSITION
---- --- --------
Michael F. Morrell 58 Chief Executive Officer
Paul C. Pershes 57 President
Dana J. Pusateri 48 Chief Operating Officer
Linda Moore 49 Senior Vice President and
Secretary
Arthur P. Kobrin 39 Senior Vice President
and Chief Accounting Officer
John E. Haines 53 Senior Vice President
Daniel W. Bivins, Jr. 44 Senior Vice President
The biographies of Messrs. Morrell, Pershes, Pusateri and Haines are previously
described in Item 1.
LINDA MOORE has served as our senior vice president and secretary since
January 1996. From March 1994 through December 1995, Ms. Moore served as senior
vice president and secretary of Westmark Group Holdings, Inc. From 1986 to 1994,
Ms. Moore served as an executive officer of Moore Financial Services, Inc., a
financial public relations firm she founded in 1986.
ARTHUR P. KOBRIN has served as our senior vice president of financial
operations and chief accounting officer since June 1997. From August 1987 to
June 1997, Mr. Kobrin was employed by Weinberg, Pershes & Company, P.A.
DANIEL W. BIVINS, JR. has served as senior vice president and general
counsel since November 1999. Prior thereto, Mr. Bivins was employed by Horizon
Holding Company where he served as president from 1993 to 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 20, 2000, certain information
with respect to the beneficial ownership of our common stock by:
o our directors;
o our named executive officers;
o the holders of five percent or more of our common stock; and
o our directors and officers as a group.
8
<PAGE>
NUMBER OF SHARES OF PERCENTAGE
NAME COMMON STOCK BENEFICIALLY OWNED OF CLASS
---- ------------------------------- ----------
Michael F. Morrell 3,831,916 6.0%
Linda Moore 3,831,916 6.0%
Dana J. Pusateri 1,315,200 2.1%
Paul C. Pershes 2,306,135 3.6%
Arthur P. Kobrin 338,194 less than 1%
John E. Haines 2,217,332 3.5%
Theodore J. Orlando 361,521 less than 1%
Terry Lazar 530,249 less than 1%
Glen Barber 338,925 less than 1%
Louis R. Capece, Jr. 3,143,734 4.9%
All Directors and Officers as a
group (10 persons) 14,383,206 22.6%
The business address of each of the beneficial owners is 1903 S. Congress
Ave., Suite 400, Boynton Beach, Florida 33426.
We have determined beneficial ownership following the rules of the SEC. In
computing the number of shares beneficially owned by a person and the percentage
ownership of that person, we have included the shares of common stock subject to
options and warrants held by that person that are currently exercisable or will
become exercisable within 60 days after June 20, 2000, but we have not included
those shares for purposes of computing the percentage ownership of any other
person. We have assumed, unless indicated below that the persons and entities
named in the table have sole voting and investment power for all shares
beneficially owned subject to applicable community property laws.
The beneficial ownership of the persons in the table above includes the
following options or warrants to purchase shares of our common stock that are
currently exercisable or may be exercised by the person within 60 days of June
20, 2000:
SECURITIES EXERCISABLE WITHIN 60 DAYS OF JUNE 20, 2000
SHARES UNDERLYING
OPTIONS/WARRANTS
-----------------
Michael F. Morrell................. 453,334
Linda Moore........................ 453,334
Dana J. Pusateri................... 341,667
Paul C. Pershes.................... 425,001
Arthur P. Kobrin................... 35,000
John E. Haines..................... 116,666
Theodore J. Orlando................ 337,501
Terry Lazar........................ 337,501
Glen Barber........................ 50,000
Louis R. Capece.................... 50,000
9
<PAGE>
EXECUTIVE COMPENSATION
GENERAL
The Summary Compensation Table sets forth information regarding
compensation paid to our chief executive officer and the four other most highly
paid executive officers during 1999. The table below does not include
perquisites and other personal benefits in amounts less than 10% of their total
annual salary and bonus.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------- -----------------------------------------------------
NAME & PRINCIPAL OTHER ANNUAL LTIP
POSITION YEAR SALARY ($) BONUS($) COMPENSATION OPTIONS PAYOUTS ($)
----------------------------------- ----------- ------------- ------------- -------------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Michael F. Morrell (1) 1999 $225,526 1,000,000
Chairman and Chief 1998 $160,000 600,000
Executive Officer 1997 $173,461 1,500.000
Paul C. Pershes (2) 1999 $198,077 400,000
President and Director 1998 $153,462 500,000
1997 $104,808 1,437,000
Linda Moore 1999 $117,884 350,000
Senior Vice President 1998 $85,577 150,000
and Secretary 1997 $95,000 75,000
Arthur P. Kobrin 1999 $111,634 100,000
Senior Vice President and 1998 $85,346 150,000
Chief Accounting Officer 1997 $42,000 100,000
Louis R. Capece 1999 $150,115 100,000
Director and President
of Air Response, Inc.
</TABLE>
In September 1999, the Board of Directors granted Mr. Morrell, five-year
options to purchase 1,000,000 shares of common stock exercisable at $1.00 per
share, all of which have been exercised.
Upon the exercise of options to purchase 2,750,000 shares of common stock,
Mr. Morrell issued to Cyber-Care promissory notes for the principal amount of
$2,450,000, at the following terms: (1) repayment of principal with interest at
the Federal applicable rate, (2) pledge of the shares as collateral security for
repayment of the loan, and (3) repayment of the principal and interest upon the
earlier to occur of the sale of the shares or 2004. In February 2000, Mr.
Morrell repaid $500,000 of the note by tendering 25,000 common shares to us in a
cashless exercise.
In September 1999, the Board of Directors granted to Ms. Moore five-year
options to purchase 350,000 shares of common stock exercisable at $1.00 per
share, of which options to purchase 175,000 shares have been exercised.
10
<PAGE>
Upon the exercise of options to purchase 402,000 shares of common stock,
Ms. Moore issued to Cyber-Care promissory notes for the principal amount of
$384,260, at the following terms: (1) repayment of principal with interest at
the Federal applicable rate, (2) pledge of the shares as collateral security for
repayment of the loan, and (3) repayment of the principal and interest upon the
earlier to occur of the sale of the shares or 2004. In February 2000, Ms. Moore
repaid $81,260 of the notes by tendering 4,063 shares of common stock to us in a
cashless exercise.
In September 1999, the Board of Directors granted Mr. Pershes, five-year
options to purchase 400,000 shares of common stock exercisable at $1.00 per
share, of which options to purchase 200,000 shares have been exercised.
Upon the exercise of options to purchase 1,808,334 shares of common stock,
Mr. Pershes issued Cyber-Care promissory notes for the principal amount of
$1,466,668, at the following terms: (1) repayment of principal with interest at
the Federal applicable rate, (2) pledge of the shares as collateral security for
repayment of the loan, and (3) repayment of the principal and interest upon the
earlier to occur of the sale of the shares or 2004. In February 2000, Mr.
Pershes repaid $500,000 of the note by tendering 25,000 common shares to us in a
cashless exercise.
In September 1999, the Board of Directors granted Mr. Kobrin five-year
options to purchase 100,000 shares of common stock exercisable at $1.00 per
share, of which options to purchase 50,000 shares have been exercised.
Upon the exercise of an option to purchase 275,000 shares, Mr. Kobrin
issued Cyber-Care a promissory note for the principal amount of $354,250, at the
following terms: (1) repayment of principal with interest at the Federal
applicable rate, (2) pledge of the shares as collateral security for repayment
of the loan, and (3) repayment of the principal and interest upon the earlier to
occur of the sale of the shares or 2004. In February 2000, Mr. Kobrin repaid
$93,750 of the note by tendering 4,688 common shares to us in a cashless
exercise.
In September 1999, the Board of Directors granted Mr. Capece, Jr.
five-year options to purchase 100,000 shares of common stock exercisable at
$1.00 per share of which 50,000 have vested, and the remainder vest annually
over a two year period.
MATERIAL EMPLOYMENT AGREEMENTS
AGREEMENT WITH MICHAEL F. MORRELL
In January 1997, we entered into an employment agreement with Michael F.
Morrell ending January 2002, which currently provides for an annual salary of
$300,000, a grant of options to purchase 1,175,000 shares of common stock
exercisable at $.50 per share, and provides for the payment of normal business
expenses. Mr. Morrell's base salary may be increased at the discretion of the
Board of Directors. The employment agreement provides for a bonus to be
determined by the Board of Directors.
AGREEMENT WITH PAUL C. PERSHES
In January 1997, we entered into an employment agreement with Paul C.
Pershes expiring in January 2002, which currently provides for an annual salary
of $225,000. Mr. Pershes' base salary may be increased at the discretion of the
Board of Directors. The employment agreement provides for a bonus as well as the
issuance of options to purchase common stock, as determined by the Board of
Directors.
AGREEMENT WITH LINDA MOORE
In November 1996, we entered into an employment agreement with Linda Moore
expiring in November 2001, which currently provides for an annual salary of
$150,000. Ms. Moore's base salary may be increased at the discretion of the
Board of Directors. The employment agreement provides for a bonus as well as the
issuance of options to purchase common stock, as determined by the Board of
Directors.
AGREEMENT WITH ARTHUR P. KOBRIN
11
<PAGE>
In June 1997, we entered into an employment agreement with Arthur P.
Kobrin, expiring in June 2001, which currently provides for an annual salary of
$125,000. Mr. Kobrin's base salary may be increased at the discretion of the
Board of Directors. The employment agreement provides for a bonus as well as the
issuance of options to purchase common stock, as determined by the Board of
Directors.
AGREEMENT WITH LOUIS R. CAPECE, JR.
In March 1999, we entered into an employment agreement with Louis R.
Capece, Jr. as President and Chief Executive Officer of Air Response. The
agreement expires in March 2004 and provides for an annual base salary of
$175,000. The employment agreement provides for issuance of nonqualified stock
options, based on specified future events as defined in the employment
agreement. The employment agreement includes a covenant not to compete during
the term of the agreement and for a two-year period thereafter in the United
States. Mr. Capece's base salary may be increased at the discretion of the Board
of Directors.
AGREEMENT WITH JOHN E. HAINES
In July 1999, we entered into an employment agreement with John E. Haines
as senior vice president in charge of technology and effective September 1, 1999
as president of our subsidiary, CyberCare, Inc. The agreement expires in July
2002 and provides for an annual base salary of $175,000. The employment
agreement provides for a bonus as well as the issuance of options to purchase
common stock, as determined by the Board of Directors. The employment agreement
includes a covenant not to compete during the term of the agreement and for a
two-year period thereafter in the United States. Mr. Haines' base salary may be
increased at the discretion of the Board of Directors.
AGREEMENT WITH DANA J. PUSATERI
In October 1998, we entered into an employment agreement with Dana J.
Pusateri, ending October 2002, which currently provides for an annual salary of
$175,000. Mr. Pusateri's base salary may be increased at the discretion of the
Board of Directors. The employment agreement provides for securities
compensation as well as issuance of options to purchase common stock, as
determined by the Board of Directors.
STOCK OPTION PLANS
Our 1999 Incentive Stock Option Plan provides for the issuance of an
aggregate 2,000,000 shares of our common stock upon exercise of options granted
under the plan. As of December 31, 1999, options to purchase an aggregate of
179,500 shares of our common stock were outstanding under the plan.
Our 1999 Directors' and Officers' Stock Option Plan provides for the
issuance of up to 4,000,000 shares of common stock upon exercise of options
granted under the plan. As of December 31, 1999, options to purchase an
aggregate 3,625,000 were outstanding under the plan.
The following tables show, as to the named executive officers, certain
information concerning stock options:
1999 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES EXERCISE OR BASE EXPIRATION
NAME OPTIONS IN FISCAL YEAR PRICE ($/SH) DATE
--------------------------------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Michael F. Morrell ................................ 1,000,000 19.5% $ 1.00 9/7/04
Paul C. Pershes ................................... 400,000 7.8% $ 1.00 9/7/04
Linda Moore ....................................... 350,000 6.8% $ 1.00 9/7/04
Arthur P. Kobrin .................................. 100,000 1.9% $ 1.00 9/7/04
Louis R. Capece, Jr ............................... 100,000 1.9% $ 1.00 9/7/04
</TABLE>
12
<PAGE>
AGGREGATED OPTIONS EXERCISES IN 1999
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES ACQUIRED VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN THE MONEY
ON EXERCISE REALIZED OPTIONS AT FY-END (#) OPTIONS
--------------- --------------- --------------------------------- ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael F. Morrell .... 2,097,000 -- 420,000 175,000 $ 3,455,850 $ 1,422,750
Paul C. Pershes ...... 808,334 -- 341,666 200,000 $ 2,823,578 $ 1,626,000
Linda Moore ........... 2,097,000 -- 420,000 175,000 $ 3,455,850 $ 1,422,750
Arthur P. Kobrin ...... 200,000 -- 35,000 50,000 $ 289,550 $ 406,500
Louis R. Capece ....... -- -- 50,000 50,000 $ 406,500 $ 406,500
</TABLE>
Mr. Morrell and Ms. Moore are husband-wife and under the rules of
beneficial ownership we have combined their securities.
The table above includes both warrants and options. The value of
unexercised in-the-money warrants and options was computed based on the
differences between the closing market price of $9.13, as of December 31, 1999,
and the aggregate exercise prices of the warrants and options.
CERTAIN TRANSACTIONS
Except the promissory notes issued to the company by our officers and
directors as discussed above, and loans made to Messrs. Capece, Jr. and Pusateri
as discussed below, there were no transactions, or series of transactions,
during calendar 1998 or 1999, nor are there any currently proposed transactions,
or series of transactions, to which we are a party, in which the amount exceeds
$60,000, and in which to our knowledge any director, executive officer, nominee,
five percent or greater shareholder, or any member of the immediate family of
any of the foregoing persons, have or will have any direct or indirect material
interest.
During 1999, Mr. Capece, Jr. borrowed $63,390, which bears interest at the
applicable federal rate and is due upon demand. In May 2000, Mr. Pusateri
borrowed $500,000, of which $500,000 remains outstanding as of June 20, 2000,
bears interest at the rate of 10% per annum, and matures in May 2003.
COST OF SOLICITATION
We will pay the expenses of soliciting proxies. Proxies may be solicited
on our behalf by directors, officers or employees in person or by telephone,
electronic transmission, facsimile transmission or other means of communication.
Our directors, officers and employees will not be compensated additionally for
the solicitation, but may be reimbursed for out-of-pocket expenses in connection
with this solicitation. Arrangements are being made with
13
<PAGE>
brokerage houses and any other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of our common
stock, and we will reimburse such brokers, custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses.
STOCKHOLDER PROPOSALS FOR THE NEXT MEETING
Under Rule 14a-8 of the Exchange Act, proposals that stockholders intend
to have included in the company's proxy statement and form of proxy for the 2001
Annual Meeting of Stockholders must be received by the company no later than
March 16, 2001. However, if the date of the 2001 Annual Meeting of Stockholders
changes by more than 30 days from the date of the 2000 Annual Meeting of
Stockholders, the deadline is a reasonable time before the company begins to
print and mail its proxy materials, which deadline will be set forth in a
quarterly report on Form 10-QSB or will otherwise be communicated to
stockholders. Stockholder proposals must also be otherwise eligible for
inclusion.
Moreover, with respect to any proposal by a stockholder not seeking to
have the proposal included in the proxy statement but seeking to have the
proposal considered at the 2001 Annual Meeting of Stockholders, such stockholder
must provide written notice of such proposal to the Secretary of the company at
the principal executive offices of the company no less than 90 days nor more
than 120 days before the meeting, or if the company gives less than 40 days
notice of the meeting date, written notice of the stockholder proposal or
nomination must be received within tend days after the meeting date is
announced. With respect to a proposal not to be included in the proxy statement,
in the event notice is not timely given to the company, the persons who are
appointed as proxies may exercise their discretionary voting authority with
respect to such proposals, if the proposal is considered at the 2001 Annual
Meeting of Stockholders, even if the stockholders have not been advised of the
proposal. In addition, stockholders must comply in all respects with the rules
and regulations of the Securities and Exchange Commission then in effect and the
procedural requirements of the company's bylaws.
The chairman of the meeting may refuse to allow the transaction of any
business not presented beforehand, or to acknowledge the nomination of any
person not made, in compliance with the foregoing procedures.
Whether or not you plan to attend the Meeting, please vote by telephone or
Internet or mark, sign, date and promptly return the enclosed proxy in the
enclosed envelope. No postage is required for mailing in the United States
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Paul C. Pershes
--------------------------------------------------
Paul C. Pershes, President
July 14, 2000
Boynton Beach, Florida
14
<PAGE>
PROXY
CYBER-CARE, INC.
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 15, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CYBER-CARE,
INC., INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE CHOICES SPECIFIED BELOW.
The undersigned stockholder of Cyber-Care, Inc. (the "Company") hereby appoints
Paul Pershes and Linda Moore, the true and lawful attorneys, agents and proxies
of the undersigned with full power of substitution for and in the name of the
undersigned, to vote all the shares of common stock of the Company at the 2000
Annual Meeting of Stockholders of the Company to be held at the Muvico Theatre,
3200 Airport Road, Boca Raton, Florida 33433, on August 15, 2000 at 10:00 a.m.,
and any and all adjournments thereof, with all of the powers which the
undersigned would possess if personally present, for the following purposes:
1. To elect eight Directors.
For Withhold
Michael F. Morrell [ ] [ ]
Paul C. Pershes [ ] [ ]
Theodore J. Orlando [ ] [ ]
Glen Barber [ ] [ ]
Terry Lazar [ ] [ ]
Dana J. Pusateri [ ] [ ]
Louis R. Capece [ ] [ ]
John E. Haines [ ] [ ]
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the 2000 calendar year. [ ] [ ] [ ]
3. To consider and act upon a proposal to amend the Company's 1999
Directors' and Officers' Stock Option Plan:
(a) To increase the number of authorized shares available for issuance
under the plan from 4,000,000 shares of common stock to 9,000,000
shares of common stock; and
(b) To amend and restate Section 5.2 of the plan to provide that options
issued under the plan become exercisable based on the terms set forth
in the option agreement. [ ] [ ] [ ]
4. To consider and act upon a proposal to amend the Company's 1999
Incentive Stock Option Plan:
(a) To increase the number of authorized shares available for issuance
under the plan from 2,000,000 shares of common stock to 5,000,000
shares of common stock;
(b) To amend and restate Section 3 of the plan to provide that the Company
may grant options to all employees;
(c) To amend the plan by adopting Section 6.7 which shall provide that:
o options issued under the plan shall terminate one day less than
three months after the severance of employment of the plan
participant from the Company; and
o options issued under the plan shall terminate upon the death,
disability or retirement of the plan participant on the earlier of
the expiration of the option or one day less than one year from
the death, disability, or retirement of the plan participant; and
(d) To amend and restate Section 6.3 of the plan to:
o remove language that options issued under the plan become fully
exercisable six months from the date of grant;
o provide that no option shall have vesting limitations in excess of
three (3) years from the date of grant; and
o decrease the term of options issued under the plan from ten (10)
years to five (5) years from the date of grant. [ ] [ ] [ ]
5. To transact such other business as may properly come before the
Meeting or any Adjournment thereof.
</TABLE>
<PAGE>
THIS PROXY WILL BE VOTED FOR THE CHOICES SPECIFIED. IF NO CHOICE IS
SPECIFIED FOR ITEMS 1 THROUGH 4, THIS PROXY WILL BE VOTED FOR THOSE ITEMS.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement dated July 14, 2000.
It is important that your shares be represented and voted at the meeting.
Please vote by mailing this proxy card or sending this proxy card via facsimile
to (303) 777-3094.
DATED:__________________________ ___________________________________________
[Signature]
___________________________________________
[Signature if jointly held]
___________________________________________
[Printed Name]
PLEASE SIGN EXACTLY AS NAME APPEARS ON STOCK CERTIFICATE(S). JOINT OWNERS SHOULD
EACH SIGN. TRUSTEES AND OTHERS ACTING IN A REPRESENTATIVE CAPACITY SHOULD
INDICATE THE CAPACITY IN WHICH THEY SIGN.
