SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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
---------------
INFU-TECH, INC.
(Name of Registrant as Specified in its Charter)
---------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Dated Filed:
<PAGE>
INFU-TECH, INC.
910 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
------------
Notice of Annual Meeting of Stockholders
------------
January 26, 1998
To the Stockholders of INFU-TECH, INC.
Notice is hereby given that the Annual Meeting of Stockholders of
Infu-Tech, Inc., will be held at the RIHGA Royal Hotel, 151 West 54th
Street, New York, New York on January 26, 1998 at 11 A.M., for the
following purposes:
1. To elect six directors for the ensuing year.
2. To transact such other business as may properly come
before the meeting.
Only stockholders of record at the close of business on December
12, 1997 will be entitled to notice of or to vote at the meeting or any
adjournments of the meeting. The Company's transfer books will not be
closed.
IF YOU DO NOT INTEND TO BE PRESENT IN PERSON AT THE MEETING,
PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE
MEETING AND VOTE IN PERSON, THE PROXY WILL NOT BE USED.
By Order of the Board of Directors
ISRAEL INGBERMAN
Secretary
December 17, 1997
<PAGE>
PROXY STATEMENT
------------
INFU-TECH, INC.
The accompanying Proxy is solicited by the Board of Directors of Infu-
Tech, Inc. (the "Company"). All shares represented by proxies will be voted
in the manner designated. If no designation is made on a proxy, it will be
voted for the election of the six directors named below. This Proxy
Statement and the accompanying form of Proxy are being mailed to the
Company's stockholders on or about December 19, 1997.
REVOCATION
Execution and delivery of the enclosed proxy will not affect the right
of any person to attend the meeting and vote in person. Any stockholder who
gives a proxy has the power to revoke it at any time before it is voted by
delivery of a written instrument of revocation or a duly executed proxy
bearing a later date to the Secretary of the Company, 910 Sylvan Avenue,
Englewood Cliffs, New Jersey 07632, or at the meeting. The presence of a
stockholder at the meeting will not operate to revoke a proxy, but the
casting of a ballot by a stockholder who is present at the meeting will
revoke a proxy as to the matter on which the ballot is cast.
SOLICITATION EXPENSES
The Company will bear the cost of soliciting proxies. Proxies are
being solicited by mail and, in addition, directors, officers and
employees of the Company may solicit proxies personally or by telephone
or telegraph. The Company will reimburse custodians, brokerage houses,
nominees and other fiduciaries for the cost of sending proxy material to
their principals.
VOTING SECURITIES
Only stockholders of record at the close of business on December 12,
1997 will be entitled to vote at the meeting. The outstanding voting
securities of the Company on that date were 3,253,092 shares of Common
Stock. Each of the outstanding shares is entitled to one vote.
Continental Health Affiliates, Inc.("CHA"), which owns 57.5% of the Common
Stock, intends to vote for the election to the Board of Directors of all
the nominees named in the section of this Proxy Statement captioned
"Election of Directors". The affirmative vote of CHA would be sufficient
to elect all six nominees, even if all the other shareholders voted against
the nominees.
2
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table contains information concerning the ownership of
the Company's voting securities on December 12, 1997 by the only persons
who owned of record or, insofar as the Company is aware, owned
beneficially more than 5% of any class of the Company's voting securities:
<TABLE>
- ----------------------------------------------------------------------------------------
Amount and Nature
Name and Address of
Title of Class of Beneficial Owner Beneficial Ownership Percent of Class
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Continental Health 1,870,000 57.5%
Affiliates, Inc. shares
910 Sylvan Avenue
Englewood Cliffs, NJ 07632
</TABLE>
At December 12, 1997, Jack Rosen, who is the chief executive officer
and a director of the Company, and Joseph Rosen and Israel Ingberman,
who are directors of the Company, owned a total of 30.4% of the
outstanding common stock of CHA. Other directors and executive officers
of the Company owned, in total, an additional 3.2% of the outstanding
common stock of CHA.
As of December 12, 1997 the Company's directors, its chief
executive officer, its other executive officers whose cash compensation
(including compensation from CHA) exceeded $100,000 in fiscal 1997, and
all its directors and executive officers as a group, beneficially owned the
following numbers of shares of Common Stock of the Company:
<TABLE>
- ----------------------------------------------------------------------------------------
Amount and Nature
Name and Address of
Title of Class of Beneficial Owner Beneficial Ownership Percent of Class
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Joseph Giglio 30,000(a) (b)
4350 East West Highway, shares
Suite 600
Bethesda, MD 20814
Common Stock Jack Rosen 230,000(a) 6.6%
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock Joseph Rosen 10,000(a) (b)
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock Israel Ingberman 10,000(a) (b)
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock Carl D. Glickman 30,000(a) (b)
The Leader Building, shares
Suite 1140
Cleveland, OH 44114
Common Stock Bruce Slovin 30,000(a) (b)
35 E. 62nd Street shares
New York, NY 10021
Common Stock Pritpal Virdee 20,000(a) (b)
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock Benjamin Geizhals 7,000(a) (b)
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock All directors and 367,000(a) 10.1%
executive officers shares
as a group (9 persons)
______________________________
(a) Consists entirely of shares which may be purchased on exercise of options
which were exercisable within 60 days after December 12, 1997.
(b) Less than 1%.
</TABLE>
3
<PAGE>
In addition, all the Company's directors, and each of the listed
executive officers other than Pritpal Virdee, are directors or officers of
CHA, which owns 1,870,000 shares of Common Stock, constituting 57.5%
of the outstanding Common Stock.
On December 12, 1997, Cede & Co. owned of record 1,313,059 shares of
the Company's Common Stock, constituting 40.4% of the outstanding Common
Stock. The Company understands those shares were held beneficially for
various brokerage houses, some of whom may in turn have been holding
shares beneficially for customers.
ELECTION OF DIRECTORS
Directors and Executive Officers
<TABLE>
Served on
the Board of
Directors
Name Age Since
---- --- ------------
<S> <C> <C>
Jack Rosen........................... 51 .................. 1988
Joseph Rosen......................... 46 .................. 1988
Israel Ingberman..................... 51 .................. 1988
Joseph Giglio........................ 56 .................. 1992
Bruce Slovin......................... 61 .................. 1992
Carl D. Glickman..................... 71 .................. 1992
</TABLE>
Jack Rosen has served as the chief executive officer (the President,
Chairman of the Board or both) and as a Director of the Company since 1992,
of CHA since its incorporation in 1981 and of CHA's subsidiaries from their
respective dates of incorporation, the first of which was in 1976. Mr.
Rosen is also the President and a Director of CompreMedx Corporation
("CompreMedx"), an 89.1%-owned subsidiary of CHA. He first became involved
in the health care field in September 1971 when he became a director of
Garden State Health Care Center of East Orange, New Jersey. He is actively
engaged, together with Joseph Rosen and Israel Ingberman, who are officers
and directors, and along with Jack Rosen, are the three principal
stockholders of the Company (the "Principal Stockholders"), in a variety of
enterprises, including real estate development and hotel ownership (the
"Rosen-Ingberman Enterprises"). Jack Rosen is the brother of Joseph Rosen.
Joseph Rosen has served as a Vice President and as a Director of CHA
since its incorporation in 1981 and as a director and officer of all its
subsidiaries (including CompreMedx) from their respective dates of
incorporation. He first became involved in the health care field in
October 1974 with the organization of Jayber Inc., which operates a nursing
home in West Orange, New Jersey and now is a subsidiary of the Company. He
is actively engaged, together with the other Principal Stockholders, in the
Rosen-Ingberman Enterprises and with Israel Ingberman in nursing home
ownership and management ("R-I nursing homes"). He is the brother
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<PAGE>
of Jack Rosen.
Israel Ingberman has served as Secretary, Treasurer and as a Director
of CHA since its incorporation in 1981 and as a director and officer of all
its subsidiaries (including CompreMedx) from their respective dates of
incorporation. He first became involved in the health care field in October
1974 with the organization of Jayber Inc. He is actively engaged, together
with the other Principal Stockholders, in the Rosen-Ingberman Enterprises
and in the R-I nursing homes with Joseph Rosen.
Joseph M. Giglio has been a director of CHA since January 1983. He
became a director of the Company in July 1992. Since December 1993, he has
been serving as the Chairman of Apogee Research, Inc., an infrastructure
consulting firm. From December 1993 until August 1994, he was the Senior
Advisor to the First Southwest Company. From April 1992 to November 1993,
he was an Executive Vice President of Smith Barney & Co. And from June
1991 to April 1992, he was a Managing Director of that firm. From January
1990 to June 1991, he was the President of Chase Municipal Securities,
Inc., an affiliate of The Chase Manhattan Bank, N.A. From August 1988
through December 1989, Mr. Giglio was a Senior Vice President at Chase
Securities, Inc. in the Municipal Finance Division. For more than five
years prior to joining Chase, Mr. Giglio was the Senior Managing Director
of the Public Finance Department at Bear Stearns & Co., Inc. Mr. Giglio
served as Chairman of the National Council on Public Works Improvement,
which released its final report, "Fragile Foundation," in February 1988.
Mr. Giglio chaired the U.S. Senate Budget Committee's Private Sector
Advisory Panel on Infrastructure Financing. He serves on the board of
directors of The Hudson Institute. Mr. Giglio has served as an Associate
Professor of Finance at New York University. He is a graduate of Rutgers
University, and holds a Master of Public Administration degree from New
York University and a Master's degree in Business from Columbia University.
Carl D. Glickman has been a director of CHA since August 1989. He
became a Director of the Company in July 1992. Since 1953, he has been the
president of The Glickman Organization, a real estate ownership and
management company. In addition, Mr. Glickman is a director of Bear
Stearns Companies, Inc. (an investment banking company), Jerusalem Economic
Corporation (an Israeli real estate company), Alliance Tyre and Rubber Co.
(an Israeli tire manufacturer), Franklin Holdings, Inc. (an investment
company), Lexington Corporate Properties, Inc. (a real estate investment
trust), Modern Video Co. (a motion picture production company) and Office
Max, Inc. (an office supply retailer).
Bruce Slovin has been a Director of CHA since June 1988. He became a
Director of the Company in July 1992. Mr. Slovin is a graduate of Harvard
Law School and Cornell University. Since 1980, he has been president and a
director of MacAndrews & Forbes Group, Inc., an industrial holding company.
Since 1985, he has been president and a director of Revlon Group
Incorporated, a consumer products holding company. In addition, Mr. Slovin
is a director of Andrews Group Incorporated (industrial holding company),
M&F Worldwide Corp., (producer of licorice extract and other flavoring
agents), Cantel Industries, Inc. (distributor of medical equipment) and The
Coleman Company, Inc. (outdoor recreational equipment manufacturer).
5
<PAGE>
Vote Required
The election of a director requires a plurality of the votes cast for
the position on the Board of Directors. Because no minimum vote is
required, shares which are present at the meeting but are not voted
(whether due to abstentions or otherwise) will not directly affect the
outcome of the election.
EXECUTIVE COMPENSATION
Executive officers of the Company who are also officers of CHA, other
than Jack Rosen, receive annual compensation from CHA and receive no
annual compensation from the Company. Services of these officers are
included in the services provided to the Company by CHA, for which it
receives a management fee.
The following table sets forth the annual compensation paid by the
Company or CHA (including annual compensation paid by CHA for services not
related to the Company), and the long-term compensation paid by the
Company, during the years ended June 30, 1997 and 1996 and the six
months ended June 30, 1995, to the chief executive officer of the Company
and to each of the other executive officers of the Company at that date
whose annual salary and bonus from the Company and CHA during fiscal 1997
totaled more than $100,000:
<TABLE>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
-------------------------------- --------------------------------
Awards Payouts
--------------------------------
Other
Annual Restricted Options/ LTIP All Other
Name and Principal Salary Bonus Compen- Stock SARs Payouts Compen-
Position(1) Year ($) ($) sation Award(s) (#) ($) sation
($) ($) ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack Rosen 1997 368,000 $150,000(2) None None 200,000 None None
Chairman of the Board 1996 300,000(2) None --
And Chief Executive 1995* 150,000(2) -- --
Officer
- -------------------------------------------------------------------------------------------------------------------------
Pritpal Virdee 1997 137,000 7,000 None None 10,000 None
Executive Vice President 1996 130,000 -- 2,500
1995* 65,000 -- -- None
- -------------------------------------------------------------------------------------------------------------------------
Benjamin Geizhals 1997 137,712(3) None None None 5,000 None
Vice President 1996 130,000(3) None None 2,000
1995* 65,000(3) -- None
- -------------------------------------------------------------------------------------------------------------------------
S. Colin Neill 1997 147,212(3) None None None 25,000 None None
Vice President and 1996 None None
Chief Financial Officer 1995* None None
- -------------------------------------------------------------------------------------------------------------------------
* Six months ended June 30, 1995.
(1) Officers devoted 100% of their time to the Company, except Mr.
Rosen (who devoted approximately 33% of his time), and Mr. Geizhals (who
devoted approximately 50% of his time) to the Company.
(2) Since August 1992, Mr. Rosen had been employed part-time by the
Company. His annual salary paid by the Company was $100,000 until November
1996 and $150,000 thereafter. The bonus paid by the Company was $75,000.
The remainder of his working time is devoted to his duties as Chairman of CHA.
(3) The compensation of Mr. Geizhals and Mr. Neill was paid entirely by
CHA. Their services were made available to the Company under its
Management Agreement with CHA.
</TABLE>
6
<PAGE>
Directors' Compensation
Each director who does not otherwise receive a salary from the Company
receives a director's fee of $5,000 per year. In addition, under
Infu-Tech's 1996 Stock Option Plan, each member of the committee which
awards options to Infu-Tech officers (Joseph Giglio, Carl Glickman and
Bruce Slovin) received an option to purchase 10,000 shares when the Plan
was adopted and receives an additional option to purchase 5,000 shares each
year after that.
Option Plans
The following table sets forth certain information with regard to
options granted during fiscal 1997 to the Company's chief executive officer
and its other executive officers whose salary and bonus from the Company
and CHA during fiscal 1997 totaled more than $100,000:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Value at Assumed
Annual Rates of Stock Price
Appreciation For Option Term
Percent of
Number of Total
Securities Options/SARs Exercise of
under Granted to Base Price Expiration 5% ($) 10% ($)
Name option/SARs Employees in ($/Sh) Date
Granted (#) Fiscal Year%
<S> <C> <C> <C> <C> <C> <C>
Jack Rosen 200,000 59.5% 4.25 10/29/03 346,000 806,000
Pritpal Virdee 10,000 3% 4.125 10/18/06 25,950 65,750
Benjamin Geizhals 5,000 1.5% 4.125 10/18/06 12,975 32,875
S. Colin Neill 25,000 7.4% 4.19 07/08/06 66,000 167,000
7
<PAGE>
The following table sets forth certain information with regard to exercises
of options and SARs held at June 30, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Unexercised Value of Unexercised in-
Options/SARs at Fiscal the-Money Options/SARs
Name Shares Acquired on Value Realized ($) Year-End* at Fiscal Year End ($)**
Exercise (#)
Exercisable(E)/ Exercisable(E)/
Unexercisable(U) Unexercisable(U)
Jack Rosen - - 230,000(E) 0(E)
0(U) 0(U)
Pritpal Virdee - - 20,000(E) 12,500(E)
0(U) 0(U)
Benjamin Geizhals - - 7,000(E) 4,688(E)
0(U) 0(U)
S. Colin Neill - - 25,000(E) 0(E)
0(U) 0(U)
* The Corporation has not granted any SARs.
** Based upon the amount by which the market price of the Company's
Common Stock on June 27, 1997 ($4.125 per share) exceeded the exercise
price of the options.
Compensation Committee Interlocks and Insider Participation
During the year ended June 30, 1997, the Company was charged $27,000 by
a corporation owned by Jack Rosen, the Chairman of the Board of the
Company, for use of an airplane owned by that corporation. The Company
believes the rates it was charged for use of that airplane were lower than
those which would have been available from an independent charter company for
use of a similar airplane.
All the members of the Company's Board of Directors are also
directors of CHA. Also, three of the members of the Company's Board of
Directors are officers of CHA. Transactions between the Company and CHA
during the year ended June 30, 1997 were as follows:
Prior to the initial public offering of the Company's Common
Stock, completed on December 31, 1992, all the Company's capital stock was
owned by CHA and the Company was operated as a wholly owned subsidiary of
CHA. This included CHA's making available to the Company services of
CHA's senior management and financial, accounting, legal and other
administrative personnel.
In connection with the initial public offering of the Company's
Common Stock, the Company and CHA entered into a Management and
Non-Competition Agreement under which, until September 30, 1997, (i) CHA
would provide to the Company services of a chief financial officer, a
general counsel and other senior executives, other than a chief executive
officer (which would be Jack Rosen or another person paid by the
Company) and a principal accounting officer (which, if different from the
chief financial officer, would be a person paid by the Company), (ii)
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<PAGE>
neither CHA nor the Company would make any loans to the other of them,
(iii) all other transactions between the Company and CHA would be on terms
determined by the Board of Directors of the Company to be no less favorable
to the Company than the terms which would be available from unrelated
parties, (iv) CHA would not directly or indirectly engage in the business of
providing infusion therapy to patients at home or in nursing homes or
similar long term care facilities (other than those owned or operated by CHA
or subsidiaries) and (v) the Company would not directly or indirectly
operate nursing homes or similar long term care facilities. The Company
paid CHA a management fee under the agreement equal to 1.6% of the Company's
revenues. CHA's liability for providing services to the
Company was limited to losses resulting from willful malfeasance, bad faith
or gross negligence. The Company indemnified CHA and its officers,
employees and agents, for losses resulting from the provision of services
under the agreement, except when there is an adjudication that the loss
resulted from the indemnified person's willful misfeasance, bad faith or
gross negligence. During fiscal 1997 the management fee charged to the
Company by CHA totalled $416,000. On August 8, 1997, the term of the
Management and Non-Competition Agreement was extended to September 30, 2000.
During fiscal 1997, among the nursing homes with which the Company
does business were seven facilities which were owned or managed by CHA and
three facilities which are owned by companies controlled by CHA's
Principal Stockholders. During fiscal 1997, the Company's sales to the
nursing homes owned or managed by CHA totalled $564,000. At June 30,
1997, the Company's accounts receivable from those nursing homes totalled
$1,214,000. During 1997, the Company realized revenues of $428,000, or 7.1%
of the Company's total contract services revenues, from the sale of products
and services to residents of the seven nursing homes owned or managed by CHA
and the three nursing homes owned by companies controlled by CHA's
Principal Stockholders.
The Company was paid $628,000 in February 1992 in connection with
the settlement of a lawsuit by the purchaser of CHA's former Home Nurse
Staffing Division. In connection with the settlement, the Company agreed
not to compete with the purchaser in providing nursing services in
California, Arizona and Tennessee for a period of five years and terminated
a non-competition provision which had barred the purchaser from providing
infusion therapy services. The restrictions against providing nursing
services did not affect the manner in which the Company did business, and
did not have a material adverse effect on the Company's business.
COMPENSATION COMMITTEE REPORT
During the year-ended June 30, 1997, the Company's Compensation
Committee reviewed and approved the compensation of the Chairman of the
Board/Chief Executive Officer. Executive officers have been hired
by the chief executive officer. Because of the level of compensation
of the executive officers (no executive officer other than the chief
executive officer received salary and bonus totaling as much as $150,000
during fiscal year ended June 30, 1997), the compensation of the executive
officers other than the chief executive officer himself has been set by
the chief executive officer without consultation with, or action by,
the Compensation Committee.
9
<PAGE>
Stock options have been granted by a committee of the Company's
Board of Directors, of which the chief executive officer is a member, in
accordance with recommendations by the chief executive officer. A total
of 147,000 stock options were granted in 1997 to persons other than
the chief executive officer. These options were granted to provide the
officers to whom they were granted with incentives related to the per-
formance of the Company's stock.
During 1992, in anticipation of a public offering of stock of the
Company, which reduced CHA's ownership of the Company from 100% to 58%,
it was decided that the Company would pay the chief executive officer
$100,000 per year for acting as chief executive officer of the Company,
and that his salary from CHA would be reduced by that amount. This allocation
of the chief executive officer's salary between the Company and CHA was
approved by the Board of Directors of the Company, which at the time
consisted of the chief executive officer of the Company and the other two
principal stockholders of CHA (one of whom is the chief executive officer's
brother).
In October 1996, the chief executive officer's employment agreement
with CHA was renegotiated and extended to July 31, 2000 (in August 1995,
it had been renegotiated and extended to July 1998). The salary was set
at $400,000, of which $150,000 is paid by the Company and the remainder
is paid by CHA. The agreement includes a bonus provision (negotiated in 1995)
based upon 2% of the amount of any increase over 300% in market cap over a
May 1995 base. In October 1996, the chief executive officer was granted a
$150,000 bonus (of which $75,000 was paid by the Company and $75,000 was
paid by CHA). During fiscal 1997, the chief executive officer was granted
options to purchase 200,000 shares of the Company's Common Stock at an
exercise price of $4.25 per share. The renegotiation and extension of the
employment agreement, as well as the bonus and stock options, were
proposed by the non-employee directors of the Company in recognition
of the Company's performance during the year-ended June 30, 1996.
JOSEPH GIGLIO
CARL GLICKMAN
BRUCE SLOVIN
10
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Company's Board of Directors met four times during the year-ended
June 30, 1996. All the directors attended all of these meetings, except
Mr. Glickman, who attended three meetings, and Mr. Slovin, who attended
one meeting. The Company has an Audit Committee consisting of Joseph Giglio,
Carl D. Glickman and Bruce Slovin. The principal functions of this
Committee are reviewing arrangements for and scope of the engagement of the
Company's independent auditors and reviewing with those auditors any
concerns they may have about the Company's financial reporting or internal
controls. The Audit Committee did not meet during 1996. The company has
two subcommittees of the Board of Directors which considers and grants
stock options-the Stock Option Committee, consisting of Jack Rosen, Joseph
Rosen and Israel Ingberman, and an Officers and Directors Committee,
consisting of Joseph Giglio, Carl Glickman and Bruce Slovin. The Stock
Option Committee informally met several times in 1996. No formal meetings
were held by the Stock Option Committee. All members of the Stock Option
Committee attended all informal meetings. The Company has no Compensation
Committee.
FILING OF REPORTS
To the best of the Company's knowledge, no director, officer, or
beneficial owner of more than 10% of the Company's stock failed to file
on a timely basis reports required by Sec. 16(a) of the Securities and
Exchange Act of 1934, as amended, during the year ended June 30, 1997.
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick audited the accounts of the Company for fiscal 1997.
The Company has not yet determined who will audit its accounts for fiscal 1998.
A representative of KPMG Peat Marwick is expected to be present at
the stockholders meeting, will be given an opportunity to make a statement if
so desired and will be available to respond to appropriate questions.
OTHER MATTERS
The management knows of no matters other than the ones described above
which will be presented for action at the meeting. If any other matters
properly come before the meeting, or any adjournments, the people voting
the management proxies will vote them in accordance with their best
judgement.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented at the 1998 Annual Meeting
must be received not later than August 31, 1998. Proposals should be
11
<PAGE>
addressed to the Secretary of the Company, 910 Sylvan Avenue, Englewood
Cliffs, New Jersey 07632 and should be sent Certified Mail-Return Receipt
Requested.
By order of the Board of Directors
ISRAEL INGBERMAN
Secretary
12
<PAGE>
Report on Compensation by the Board of Directors
The Company does not have a Compensation Committee. Executive officers have
been hired by the chief executive officer. Because of the level of
compensation of the executive officers (no executive officer other than the
chief executive officer received a salary and bonus totalling more than
$150,000 during 1994), the compensation of the executive officers other
than the chief executive officer himself has been set by the chief
executive officer without consultation with, or action by, the Board of
Directors or any committee of the Board of Directors.
In anticipation of the public offering which resulted in CHA's no longer
being the sole stockholder of the Company, it was decided that Jack Rosen's
salary would be apportioned between the Company and CHA in a manner
designed to reflect the relative portions of Mr. Rosen's working time which
would be devoted to the affairs of the Company, on the one hand, and of CHA
and its other subsidiaries, on the other. The Company was responsible for
approximately one-third of the consolidated revenues and earnings of CHA
and its subsidiaries. Also, it was expected that because CHA's
capitalization and financing are more complex than that of the Company, Mr.
Rosen would probably devote significantly more than half his working time
to matters relating to CHA's capitalization and financing, and to other CHA
matters not directly affecting the Company. Therefore, it was decided it
would be appropriate for the Company to bear one-third, and CHA to bear
two-thirds, of Mr. Rosen's $300,000 salary. Accordingly, the Company
entered into a two-year contract to employ Mr. Rosen as its chief executive
officer at a salary of $100,000 per year (and Mr. Rosen's compensation from
CHA was simultaneously reduced by $100,000 per year), effective August 1,
1992. In the outside directors of the Company (who are also the outside
directors of CHA) recommended that the employment agreement be
renewed until at the same salary. The
current employment agreement also provides for a bonus of 2% of the
increase in market cap over a base period. Mr. Rosen is also
eligible to participate in the Company's incentive plans (including the
1992 Stock Option Plan).
During 1996, the Board of Directors approved the grant of options under
Infu-Tech's 1992 Stock Option Plan entitling holders to acquire a total of
shares of Infu-Tech common stock. These included options for 5,000 shares
granted to each outside director in accordance with a formula contained in
the Stock Option Plan. Options to purchase a total of 7,500 shares were
granted to two of the five highest paid executive officers in recognition
of the fact that they had made significant individual contributions to the
Company. Options to purchase 8,000 shares were granted to four of the
highest paid executive officers in recognition of the fact that they had
made significant individual contributions to the Company.
JOSEPH GIGLIO CARL GLICKMAN
ISRAEL INGBERMAN JACK ROSEN
JOSEPH ROSEN BRUCE SLOVIN
<PAGE>
INFU-TECH, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of INFU-TECH, INC., hereby appoints JACK
ROSEN, JOSEPH ROSEN and ISRAEL INGBERMAN, or any of them present, with full
power of substitution, as attorneys and proxies of the undersigned to appear at
the Annual Meeting of Stockholders of INFU-TECH, INC., to be held on January
26, 1998, and at any and all adjournments of that meeting, and there to act for
the undersigned and vote all shares of stock of INFU-TECH, INC. standing in the
name of the undersigned, with all the powers the undersigned would possess if
personally present at the meeting, as follows:
(1) ELECTION OF DIRECTORS:
<square> FOR all nominees listed below (except <square> WITHHOLD AUTHORITY to
as marked to the contrary below) vote for any nominee listed below
Jack Rosen, Joseph Rosen, Israel Ingberman, Joseph M. Giglio, Bruce Slovin and
Carl D. Glickman
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
--------------------------------------------------------
(2) In their discretion, the Proxies are authorized to vote upon any other
business that may properly come before the meeting.
(SIGN ON REVERSE SIDE)
<PAGE>
Please sign exactly as name appears below. Where shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, sign in partnership name by authorized
person.
Dated _________________________ 199_
____________________________________
SIGNATURE
____________________________________
SIGNATURE IF HELD JOINTLY
THIS PROXY IS BEING SOLICITED BY THE BOARD
OF DIRECTORS OF INFU-TECH, INC. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL SIX OF THE
NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS LISTED ABOVE.
<PAGE>
</TABLE>
