<PAGE>
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for use of the
[X] Definitive Proxy Statement Commission only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e) (2))
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMEDISYS, INC.
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14(a-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) Date Filed:
- --------------------------------------------------------------------------------
Notes:
<PAGE>
[LOGO OF AMEDYSIS APPEARS HERE]
3029 South Sherwood Forest Boulevard, Suite 300
Baton Rouge, Louisiana 70816
(225)292-2031 (phone); (225)295-9678 (fax)
email: [email protected]
May 17, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Amedisys, Inc. to be held on Thursday, June 24, 1999 at 4:00 p.m. (CDT) at
the Amedisys corporate offices located at 3029 South Sherwood Forest Boulevard,
Suite 300, Baton Rouge, Louisiana. We look forward to this opportunity to
update you on developments at Amedisys.
We hope you will attend the meeting in person. Whether you expect to be
present and regardless of the number of shares you own, please mark, sign and
mail the enclosed proxy in the envelope provided. Matters on which action will
be taken at the meeting are explained in detail in the notice and proxy
statement following this letter.
Sincerely,
[SIGNATURE OF WILLIAM F. BORNE
APPEARS HERE]
William F. Borne
Chief Executive Officer
<PAGE>
Amedisys, Inc.
3029 South Sherwood Forest Boulevard, Suite 300
Baton Rouge, Louisiana 70816
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 24, 1999
To the Stockholders of Amedisys, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Amedisys,
Inc. (the "Company") will be held at the Amedisys corporate offices located at
3029 South Sherwood Forest Boulevard, Suite 300, Baton Rouge, Louisiana at
4:00 p.m., central daylight time, on Thursday, June 24, 1999, for the
following purposes:
1. To elect five directors to serve until the next annual meeting of
stockholders of the Company and until their successors have been duly
elected and qualified;
2. To ratify the selection of Arthur Andersen LLP and Hannis T. Bourgeois
& Co., LLP as independent public accountants of the Company for the fiscal
year ending December 31, 1999.
3. To consider and act upon a proposal to transact such other business as
may properly come before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 28, 1999, are
entitled to notice of and to vote at the meeting, or any adjournment thereof.
Stockholders unable to attend the Annual Meeting in person are requested to
read the enclosed Proxy Statement and then complete and deposit the Proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy thereof, with the Company's transfer
agent, American Stock Transfer & Trust Company, 40 Wall Street, New York, New
York 10005, at least 48 hours (excluding Saturdays, Sundays and statutory
holidays) before the time of the Annual Meeting or adjournment thereof or with
the chairman of the Annual Meeting prior to the commencement thereof.
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
[SIGNATURE OF WILLIAM F. BORNE
APPEARS HERE]
William F. Borne, Chief Executive
Officer
May 17, 1999
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>
Amedisys, Inc.
3029 South Sherwood Forest Boulevard
Suite 300
Baton Rouge, Louisiana 70816
(PRINCIPAL EXECUTIVE OFFICE)
----------------
PROXY STATEMENT
Annual Meeting of Stockholders
This Proxy Statement is being furnished to stockholders in connection with
the solicitation of proxies by the Board of Directors of Amedisys, Inc. (the
"Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held at the Amedisys corporate offices located at 3029 South
Sherwood Forest Boulevard, Suite 300, Baton Rouge, Louisiana, at 4:00 p.m.,
central daylight time, on Thursday, June 24, 1999, and at any adjournments
thereof for the purpose of considering and voting upon the matters set forth
in the accompanying Notice of Annual Meeting of Stockholders (the "Notice").
This Proxy Statement and the accompanying form of proxy are first being mailed
to stockholders on or about May 17, 1999. All costs of soliciting proxies will
be borne by the Company.
The close of business on April 28, 1999, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. As of the record date, there were
3,071,797 shares of the Company's Common Stock, par value $.001 per share
("Common Stock"), issued and outstanding and 750,000 shares of the Company's
Series A Convertible Preferred Stock, par value $0.001 per share ("Series A
Preferred Stock") issued and outstanding that were convertible into, and
entitled to vote on the basis of, 1,742,160 shares of Common Stock (the
"Common Stock Equivalents"). Each share of Common Stock or Common Stock
Equivalent is entitled to one vote.
The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock and Common Stock Equivalents on the record date is necessary
to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
will be counted towards a quorum. If a quorum is not present or represented by
proxy at the Annual Meeting, the stockholders present or represented by proxy
at the Annual Meeting have the power to adjourn the Annual Meeting from time
to time, without notice other than an announcement at the Annual Meeting,
until a quorum is present or represented by proxy. At any such adjourned
Annual Meeting at which a quorum is present or represented by proxy, any
business may be transacted that might have been transacted at the original
Annual Meeting.
With respect to the election of directors, votes may be cast in favor or
withheld. Directors are elected by a plurality of the votes cast at the Annual
Meeting, and votes that are withheld will be excluded entirely from the vote
and will have no effect. Stockholders may not cumulate their votes in the
election of directors. The affirmative vote of a majority of the shares of
Common Stock present or represented by proxy and entitled to vote at the
Annual Meeting is required for approval of Items 2 and 3. Abstentions will
have the same effect as a vote against a proposal.
Brokers who hold shares in street name for customers are required to vote
those shares in accordance with instructions received from the beneficial
owners. In addition, brokers are entitled to vote on certain items, such as
the election of directors, the ratification of auditors and other
"discretionary items," even when they have not received instructions from
beneficial owners. Brokers are not permitted to vote for "non-discretionary"
items without specific instructions from the beneficial owners. Under
applicable Delaware law, broker non-votes will have no effect on any of the
proposals.
All shares represented by properly executed proxies, unless such proxies
have been previously revoked, will be voted at the Annual Meeting in
accordance with the directions set forth on such proxies. IF NO DIRECTION IS
INDICATED, THE SHARES WILL BE VOTED (i) FOR THE ELECTION OF THE NOMINEES NAMED
HEREIN, (ii) FOR THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS, AND (iii)
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE>
The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the voting of the proxy by one of the following methods: (a) the
execution and submission of a revised proxy, (b) written notice to the
Secretary of the Company or (c) voting in person at the Annual Meeting.
ANNUAL REPORT
A copy of the Company's 1998 Annual Report to Stockholders is being mailed
with this Proxy Statement. The Annual Report does not form any part of the
material for solicitation of proxies.
The Company will provide, without charge, a copy of its Annual Report on
Form 10-K, including financial statements and exhibits thereto, upon written
request to Joann Rushing, Assistant Secretary of the Company, at 3029 South
Sherwood Forest Boulevard, Suite 300, Baton Rouge, Louisiana 70816. The
Company's fax number is (225)295-9678 and email address is [email protected].
ITEM 1
ELECTION OF DIRECTORS
Director Nominees
The directors are elected annually by the stockholders of the Company. The
Bylaws of the Company provide that the number of directors will be determined
by the Board of Directors, but shall not be less than three. The stockholders
will elect five directors for the coming year. All of the nominees presently
serve as directors of the Company.
Although the Board of Directors of the Company does not contemplate that any
of the nominees will be unable to serve, if such a situation arises prior to
the Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such person(s) as may be nominated by the Board of Directors.
William F. Borne (age 41). Mr. Borne founded the Company, a healthcare
company, in 1982 and has served as chief executive officer and a director
since that time. In 1988, Mr. Borne also founded and served as president and
chief executive officer of Amedisys Specialized Medical Services, Inc., a
wholly-owned subsidiary of the Company engaged in the provision of home
healthcare services, until June 1993. Mr. Borne also founded and served as
chief executive officer of Amedisys Staffing Services, Inc. and Amedisys
Nursing Services, Inc., each a wholly-owned subsidiary of the Company engaged
in the provision of supplemental staffing.
Ronald A. LaBorde (age 42). Mr. LaBorde has been a director of the Company
since 1997. Since 1995, Mr. LaBorde has served as the president and chief
executive officer of Piccadilly Cafeterias, Inc. ("Piccadilly"), a retail
restaurant business. Mr. LaBorde has been a member of the Piccadilly board of
directors since 1992. Prior to 1995, Mr. LaBorde held various executive
positions with Piccadilly including executive vice president and chief
financial officer from 1992 to 1995, executive vice president, corporate
secretary and controller, from 1986 to 1992 and vice president and assistant
controller from 1982 to 1986. Mr. LaBorde is a certified public accountant.
Jake Netterville (age 61). Mr. Netterville has been a director of the
Company since 1997. Mr. Netterville is the managing director of Postlethwaite
& Netterville, A Professional Accounting Corporation, one of the largest
privately held accounting firms in Louisiana. Mr. Netterville has held that
position since 1977. Mr. Netterville is a certified public accountant and has
served as chairman of the board of the American Institute of CPAs ("AICPA"),
the highest national office in the accounting profession. Mr. Netterville is a
permanent member of the AICPA's Governing Council. Mr. Netterville serves as a
member of the board of directors of the Wall Street Deli, a Nasdaq listed
company, and Catalyst Vidalia Corporation. Mr. Netterville holds a B.S. in
accounting from Louisiana State University.
David R. Pitts (age 59). Mr. Pitts has been a director of the Company since
1997. Mr. Pitts is the president and chief executive officer of Pitts
Management Associates, Inc., a national hospital and healthcare consulting
firm. Mr. Pitts has over thirty-five years experience in hospital operations,
healthcare planning and multi-
2
<PAGE>
institutional organization, and has served in executive capacities in a
number of hospitals, multi-hospital systems, and medical schools. Since 1984,
Mr. Pitts has served as president and chief executive officer of HSLI, Inc., a
company managing self-insured trusts and providing insurance consulting
services to corporations. Mr. Pitts serves as a director of Union Planters
Bank of Louisiana. Mr. Pitts holds a B.S. degree in management and economics
at Ohio State University and Masters degrees in both hospital administration
and public administration at the University of Minnesota.
Peter F. Ricchiuti (age 42). Mr. Ricchiuti has been a director of the
Company since 1997. Mr. Ricchiuti has been Assistant Dean and Director of
Research at Tulane University's A. B. Freeman School of Business since 1993,
and an adjunct professor of finance at Tulane since 1986. From 1993 to 1996,
Mr. Ricchiuti was the assistant dean and director of Career Development and
Placement at the A. B. Freeman School of Business at Tulane. From 1988 to
1993, Mr. Ricchiuti was assistant state treasurer and chief investment officer
for the Department of the Treasury, State of Louisiana. Mr. Ricchiuti is a
member of the board of trustee for WYES-TV, the public broadcasting station in
New Orleans, Louisiana. Mr. Ricchiuti holds a B.S. degree from Babson College
and a MBA from the University of New Orleans.
Board of Directors, Committees and Meetings
The Board of Directors held eleven (11) meetings in 1998, and each director
of the Company attended at least 75% of all Board meetings. The Company
maintains Audit and Compensation Committees and each committee member attended
each committee meeting. Both committees are comprised solely of outside
directors.
The Audit Committee was established to review, in consultation with the
independent auditors, the Company's financial statements, accounting and other
policies, accounting systems and system of internal controls. The Audit
Committee also recommends the engagement of the Company's independent auditors
and reviews other matters relating to the relationship of the Company with its
auditors. The Audit Committee is comprised of Jake L. Netterville and Ronald
A. LaBorde. The committee met once during the last fiscal year.
The Compensation Committee was established to review and act on matters
relating to compensation levels and benefit plans for key executives of the
Company, among other things. The Compensation Committee is comprised of Peter
F. Ricchiuti and David R. Pitts. The committee met once during the last fiscal
year.
The Board of Directors currently has no nominating committee or a committee
performing a similar function.
Director's Fees
Each director receives $1,000 per month for the 1999 to 2000 Board term of
office. Each director is also eligible to receive stock options from the
Company's Director's Stock Option Plan. The Company will offer the 1999 to
2000 Directors options from the Company's Director's Stock Option Pool, as
determined by the Compensation Committee. All directors are entitled to
reimbursement for reasonable travel and lodging expenses incurred in attending
such meetings. All directors reside in Baton Rouge, Louisiana except for Mr.
Ricchiuti who resides in New Orleans, Louisiana.
Compliance with Section 16(A) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of the Company's
Common Stock, to file reports of ownership and changes of ownership with the
Securities and Exchange Commission. Copies of all filed reports are required
to be furnished to the Company pursuant to Section 16(a). Based solely on the
reports received by the Company, the Company believes that the directors,
executive officers, and greater than ten percent beneficial owners complied
with all applicable filing requirements during the fiscal year ended December
31, 1998.
3
<PAGE>
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE-REFERENCED DIRECTORS FOR
ELECTION BY THE SHAREHOLDERS 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 SHARES OF COMMON
STOCK PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO
VOTE IN THE ELECTION OF DIRECTORS.
ITEM 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors wishes to obtain from the stockholders a ratification
of the Board's action in appointing Arthur Andersen LLP and Hannis T.
Bourgeois & Co., LLP, as independent public accountants of the Company, for
the fiscal year ending December 31, 1999. The engagement of Arthur Andersen
LLP and Hannis T. Bourgeois & Co., LLP for audit services has been approved by
the Board of Directors. Representatives from each firm are expected to be
present at the Annual Meeting, will have an opportunity to make a statement if
they so desire, and are expected to be available to respond to appropriate
questions.
In the event the appointment of Arthur Andersen LLP and Hannis T. Bourgeois
& Co., LLP, as the Company's independent public accountants for fiscal year
1999 is not ratified by the stockholders, the adverse vote will be considered
as a direction to the Board of Directors to select other auditors for the
following year. However, because of the difficulty in making any substitution
of auditors so long after the beginning of the current year, it is
contemplated that the appointment for the fiscal year 1999 will be permitted
to stand unless the Board finds other good reason for making a change.
THE BOARD OF DIRECTORS HAS APPROVED THE APPOINTMENT OF ARTHUR ANDERSEN LLP
AND HANNIS T. BOURGEOIS & CO. LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 1999
AND UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF SUCH APPOINTMENT. SUCH
RATIFICATION 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.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Capacity
---- --- --------
<C> <C> <S>
William F. Borne(1)...... 42 Chief Executive Officer, President
Larry R. Graham, CPA..... 33 Chief Operating Officer, Treasurer
Michael D. Lutgring, JD.. 29 General Counsel and Secretary
</TABLE>
- --------
(1) Biographical information with respect to this officer was previously
described in Item 1.
Larry R. Graham, CPA was promoted to Chief Operating Officer in January
1999. Mr. Graham joined Amedisys in April 1996 as Vice President of Finance
where he was instrumental in modifying the budget process to conform with
business unit and Company goals. In January of 1998, he was promoted to Senior
Vice President of Operations during which time he worked with operational
presidents to initiate additional financial reporting systems to support
management objectives. From 1993 to 1996, he served as Director of Financial
Services at General Health Systems, a regional multi-faceted health care
system in Baton Rouge, where he was responsible for the financial reporting
systems. From 1989 to 1993, he was a Senior Accountant for Arthur Andersen.
Mr. Graham received a Bachelor of Science degree in Business Administration
from the University of Southern Mississippi.
4
<PAGE>
Michael D. Lutgring, JD was named general counsel in 1997. Previously, he
was the principal in the private practice of the Law Offices of Michael D.
Lutgring where his areas of practice included health care law, commercial
litigation, real estate law and business transactions. He graduated in 1996
with a Juris Doctorate Degree from the Louisiana State University Paul M.
Hebert Law Center.
There is no family relationship between or among any executive officers,
directors, and director nominees.
STOCK OWNERSHIP
The following table and notes thereto set forth certain information
regarding beneficial ownership of the Company's Common Stock as of April 28,
1999 by (i) each person known by the Company to beneficially own more than
five percent of the Company's Common Stock, (ii) each of the Company's
directors and director nominees, (iii) each named executive officer, and (iv)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock
and nature
of
beneficial Percent of
Name and Address(1) ownership Voting Power(2)
------------------- ------------ ---------------
<S> <C> <C>
Terra Healthy Living, Ltd. ..................... 882,694(3) 17.53%
William F. Borne................................ 455,534(4) 9.05%
David Pitts..................................... 5,000 *
Larry R. Graham................................. 7,016(5) *
Peter F. Ricchiuti.............................. 2,000 *
Ronald A. LaBorde............................... 2,000 *
Jake Netterville................................ 2,000 *
Michael D. Lutgring............................. 793 *
All officers and directors as a group (7
persons)....................................... 474,343(6) 9.42%
</TABLE>
- --------
(*) Less than one percent.
(1) Each address is the Company, except for (i) Terra Healthy Living, Ltd.,
at Bahnhofstrasse, 8010 Zurich, Switzerland, (ii) David Pitts, at 7946
Goodwood Boulevard, Baton Rouge, LA 70806, and (iii) Peter F. Ricchiuti,
Associate Dean, Director of Research, A.B. Freeman School of Business,
Tulane University, New Orleans, LA 70118.
(2) Includes Common Stock and Common Stock equivalents.
(3) Includes 882,694 shares of Company Common Stock underlying 380,000
shares series A preferred stock.
(4) Includes options to purchase 49,600 shares of Common Stock.
(5) Includes options to purchase 7,016 shares of Common Stock.
(6) Includes options to purchase 60,944 shares of Common Stock.
All shares are individually owned unless otherwise indicated.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to the Chief Executive Officer and for all other executive
officers whose total annual salary and bonus exceeded $100,000 during 1998.
The Company maintains a life insurance policy on Mr. Borne. This policy is
pledged as collateral for a bank loan of the Company. The named executive
officers received perquisites and other personal benefits in amounts less than
10% of their total annual salary and bonus.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------------------- ------------
Other Annual All Other
Year Salary Bonus Compensation(1) Options Compensation
---- --------- ------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ 1998 $ 236,150 $ 0 $2,781 0 --
Chief Executive Officer 1997 190,000 20,000 1,987 34,525 --
1996 153,771 20,000 -- 35,000 --
James P. Cefaratti...... 1998 $ 228,481 $ 0 $2,649 -- --
President/Chief 1997 87,243 12,500 0 125,000 --
Operating Officer
Lynne Shackelford-
Bernhard(2)............ 1998 $ 110,282 $ 1,623 $1,945 0 --
President, 1997 100,000 43,649 3,450 14,644 --
Amedisys Resource 1996 90,645 17,500 -- 18,500 --
Management
Mitchel G. Morel........ 1998 $ 139,697 $ 0 $1,432 0 --
Chief Financial Officer 1997 100,000 12,500 1,000 24,128 --
1996 87,698 17,500 -- 18,500 --
Charles M. McCall(2).... 1998 $ 77,657 $ 0 $ 0 0 --
President, Staffing and 1997 82,812 33,203 4,501 13,612 --
Patient Care Services 1996 75,071 5,525 -- 9,500 --
</TABLE>
- --------
(1) Comprised solely of a car allowance.
(2) Ms. Shackelford-Bernhard and Mr. McCall were executive officers for the
fiscal year ended December 31, 1997. In April 1998, the board of directors
appointed new executive officers and declined to appoint Ms. Shackelford-
Bernhard and Mr. McCall as executive officers. Mr. Cefaratti's
relationship with the Company was terminated in November 1998. Mrs.
Bernhard and Mr. Morel resigned as officers in March 1999 to pursue other
interests.
Employment Agreements
Except for Mr. Borne, none of the officers of the company is subject to an
employment agreement. Mr. Borne entered into an employment agreement with the
Company effective January 1, 1999 with a term through December 31, 2003 which
provides for successive one-year renewals unless either party gives 30-day
written notice of its election not to renew prior to the expiration of the
term. The agreement provides for a base salary of $250,000 annually, with
yearly cash increases, and an annual bonus up to 100% of the base salary for
the applicable year if the Company's operating income (loss) equals or exceed
the Company's budgeted projection for such year as approved by the Board of
Directors.
Terminated Employment Agreements
Effective January 1998, Mr. Cefaratti entered into an employment agreement
with the company for the position of President/Chief Operating Officer.
6
<PAGE>
Mr. Cefaratti's employment with the Company was terminated November 13,
1998. Mr. Cefaratti's employment contract, if fully implemented could provide
severance benefits to him which would be valued in excess of $100,000. The
Company and Mr. Cefaratti are currently involved in litigation regarding Mr.
Cefaratti's employment with the Company, as well as, Mr. Cefaratti's severance
package.
Stock Options
The Company's Stock Option Plan ("Plan") provides for the issuance of an
aggregate of 1,000,000 shares of Common Stock upon exercise of options granted
pursuant to such Plan. As of December 31, 1998, options to purchase an
aggregate of 462,051 shares were outstanding under the Plan.
1998 Stock Option Grants
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Percent of Annual Rates of Stock
Total Exercise Price Appreciation for
Options Options Price Option Term
Granted Granted (Per ----------------------
Name (Shares) To Employees Share) Expiration Date 5% 10%
---- -------- ------------ -------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ -- -- -- -- -- --
Larry R. Graham......... -- -- -- -- -- --
Michael D. Lutgring..... -- -- -- -- -- --
</TABLE>
Aggregated Option Exercises in 1998
and Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options In-the-Money Options(*)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ -- -- 26,425 46,330 $ 0 $ 0
Larry R. Graham......... -- -- 7,016 0 $ 0 $ 0
Michael D. Lutgring..... -- -- -- -- $ 0 $ 0
</TABLE>
- --------
(*) Computed based on the differences between the fair market value and
aggregate exercise prices.
Certain Transactions
In March 1998, the Company completed a Private Placement of 750,000 shares
of Series A Preferred Stock ("Preferred Shares") to accredited investors at a
purchase price of $10.00 per share ("Private Placement") in reliance upon an
exemption from registration under the Securities Act of 1933. Currently, the
Company is in the process of repricing the conversion rate of the Preferred
Shares transferred pursuant to the Private Placement from $4.625 to $3.00. In
return, the preferred shareholders would agree that the Preferred Shares
transferred pursuant to the Private Placement would remain restricted shares
until December 31, 1999.
In connection with the private placement, Terra Health Living, Ltd.
purchased 380,000 shares of Series A Preferred Stock, which is currently
convertible into 1,266,667 shares of common stock. Terra Healthy Living, Ltd,
is only affiliated to the company through its stock ownership.
Notes receivable from related parties consisted of receivables from an
internal medicine clinic totaling approximately $89,000 and $150,000 at
December 31, 1998 and 1997, respectively. Subsequent to December 31, 1998, the
amounts due from the internal medicine clinic were collected. The Company
forgave a note receivable in 1998 due from the Chief Executive Officer of
approximately $64,000.
Notes Payable to related parties at December 31, 1998 and 1997 ($45,000)
consists of unsecured notes to certain stockholders of the Company that are
due on demand and bear interest at rates from 0%--12%. The fair value of these
notes approximates the recorded balance due to the short-term nature of the
notes.
7
<PAGE>
Report of the Compensation Committee
The Company's executive compensation is supervised by the Compensation
Committee of the Board of Directors. The Company seeks to provide executive
compensation that will support the achievement of the Company's financial
goals while attracting and retaining talented executives and rewarding
superior performance. In performing this function, the Compensation Committee
reviews executive compensation surveys and other available information and may
from time to time consult with independent compensation consultants.
The Company seeks to provide an overall level of compensation to the
Company's executives that is competitive within the healthcare industry and
other companies of comparable size and complexity. Compensation in any
particular case may vary from any industry average on the basis of annual and
long-term Company performance, as well as, an individual performance. The
Compensation Committee will exercise its discretion to set compensation where
is its judgment external, internal or individual circumstances warrant it.
In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of cash
bonuses and long-term incentive compensation in the form of stock options.
Base Salary
Base salary levels for the Company's executive officers are set generally to
be competitive in relation to the salary levels of executive officers in other
companies within the healthcare industry or other companies of comparable
size, taking into consideration the position's complexity, responsibility and
need for special expertise. In reviewing salaries in individual cases, the
Compensation Committee also takes into account individual experience and
performance.
Annual Incentive Compensation
The Compensation Committee has historically structured employment
arrangements with incentive compensation. Payment of bonuses has generally
depended upon the Company's achievement of pre-tax income targets established
at the beginning of each fiscal year or other significant corporate
objectives. Individual performance is also considered in determining bonuses.
Other Compensation
In addition to cash and equity compensation programs, the executive officers
participate in various other employee benefit plans. Executive officer
participation in various clubs, organizations and associations may also be
funded by the Company.
Long-Term Incentive Compensation
The Company provides long-term incentive compensation through its stock
plan. The number of shares covered by any grant is generally determined by the
then-current stock price, subject in certain circumstances, to vesting
requirements. In special cases, however, grants may be made to reflect
increased responsibilities or reward extraordinary performance.
Chief Executive Officer Compensation
Mr. Borne has served as chief executive officer since 1982. Mr. Borne's
annual base salary for 1999 is $250,000 pursuant to his employment agreement
described herein. Mr. Borne's salary is set generally to be competitive in
relation to the salary levels of executive officers in other companies within
the healthcare industry or other companies of comparable size, taking into
consideration the positions complexity, responsibility and need for special
expertise.
The overall goal of the Compensation Committee is to ensure that
compensation policies are established that are consistent with the Company's
strategic business objectives and that provide incentives for the attainment
of those objectives. This is effected in the context of a compensation program
that includes base pay, annual incentive compensation and stock ownership.
Compensation Committee:
Peter F. Ricchiuti
David R. Pitts
8
<PAGE>
Stock Price Performance Graph
The Stock Price Performance Graph set forth below compares the cumulative
total stockholder return on the Common Stock of the Company for the five-year
period ending December 31, 1998, with the cumulative total return on the
NASDAQ Composite index and a peer-group index over the same period (assuming
the investment of $100 in the Company's Common Stock, The NASDAQ Composite
index and the peer group). The peer group selected by the Company includes:
the Company, Healthcor Holdings, National Home Health Care, Transworld
Healthcare, NuMed Home Health Care, and In Home Health, Inc.
[INSERT GRAPH]
<TABLE>
<CAPTION>
Peer NASDAQ
Amedisys Group Composite
-------- ----- ---------
<S> <C> <C> <C>
12-31-93......................................... $100 $100 $100
12-31-94......................................... 100 93 97
12-31-95......................................... 125 77 135
12-31-96......................................... 104 73 166
12-31-97......................................... 64 45 202
12-31-98......................................... 41 26 282
</TABLE>
9
<PAGE>
COST OF SOLICITATION
The Company will bear the cost of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and
employees of the company will not be compensated additionally for the
solicitation, but may be reimbursed for out-of-pocket expenses in connection
with this solicitation. Arrangements are also being made with brokerage houses
and any other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of the Company's Common Stock,
and the Company will reimburse such brokers, custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses.
OTHER MATTERS
Management 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 best judgment on such matter.
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the 2000 Annual Meeting must be received by the
Company no later than March 1, 2000 in order to have them included in the
proxy statement and form of proxy relating to that meeting. Any proposal
received by the Company after March 1, 2000 will not be included in the
registrant's 2000 Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE OF WILLIAM F. BORNE
APPEARS HERE]
William F. Borne, Chief Executive
Officer
May 17, 1999
10
<PAGE>
Amedisys, Inc.
ANNUAL MEETING OF STOCKHOLDERS
June 24, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMEDISYS, INC.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES SPECIFIED BELOW.
The undersigned stockholder of AMEDISYS, INC. (the "Company") hereby appoints
William F. Borne and Michael D. Lutgring, 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
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of the Company to be held at the Amedisys corporate offices
located at 3029 South Sherwood Forest Boulevard, Suite 300, Baton Rouge,
Louisiana on Thursday, June 24, 1999 at 4:00 p.m. (CDT), and any and all
adjournments thereof, with all of the powers which the undersigned would
possess if personally present, for the following purposes:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. To elect five Directors. For Withhold
--- --------
William F. Borne [_] [_]
Ronald A. LaBorde [_] [_]
Jake L. Netterville [_] [_]
David R. Pitts [_] [_]
Peter F. Ricchiuti [_] [_]
2. To ratify the selection of Arthur For Against Abstain
Andersen LLP and Hannis T. Bourgeois & --- ------- -------
Co., LLP as independent public [_] [_] [_]
accountants of the Company for the fiscal
year ending December 31, 1999.
3. The proxies are authorized to vote as For Against Abstain
they determine in their discretion upon --- ------- -------
such other matters as may properly come [_] [_] [_]
before the meeting.
</TABLE>
This Proxy will be voted for the choices specified. If no choice is specified
for Items 1, 2 and 3 this Proxy will be voted FOR these items.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated May 17, 1999.
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.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
