<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
- --------------------------------------------------------------------------------
AMEDISYS, INC.
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[AMEDISYS LETTERHEAD]
May 19, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Amedisys, Inc. to be held on Thursday, June 22, 2000 at 4:00 p.m., central
daylight time, 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,
/s/ William F. Borne
--------------------------------
William F. Borne
Chairman and Chief Executive Officer
<PAGE> 3
AMEDISYS, INC.
3029 SOUTH SHERWOOD FOREST BOULEVARD, SUITE 300
BATON ROUGE, LOUISIANA 70816
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 22, 2000
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 22, 2000, 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 as independent public
accountants of the Company for the fiscal year ending December 31, 2000.
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 24, 2000 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
/s/ William F. Borne
-------------------------------
William F. Borne
Chairman and Chief Executive Officer
May 19, 2000
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> 4
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 22, 2000, 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 19, 2000. All costs of soliciting proxies will be
borne by the Company.
The close of business on April 24, 2000, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof. As of the record date, there were
3,202,846 shares of the Company's Common Stock, par value $0.001 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, 2,500,000 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
and Common Stock Equivalents 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.
<PAGE> 5
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.
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 1999 Annual Report to Stockholders is being mailed
with this Proxy Statement. 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 John M. Joffrion, Senior Vice President of
Finance, at 3029 South Sherwood Forest Boulevard, Suite 300, Baton Rouge,
Louisiana 70816, via fax number at (225)295-9624 or via email address at
[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. Each person elected as director will serve until the
next annual meeting of the stockholders of the Company and until their
successors have been duly elected and qualified.
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.
The names of the Director nominees, their ages, and certain information
about them are set forth below:
<TABLE>
<CAPTION>
Positions and Offices Period Served
Name of Nominees Age Held with the Company as Director
- ---------------- --- --------------------- -------------
<S> <C> <C> <C>
William F. Borne 42 Chairman of the Board, since 1982
President, and Chief
Executive Officer
Ronald A. LaBorde 43 Director since 1997
Jake L. Netterville 62 Director since 1997
David R. Pitts 60 Director since 1997
Peter F. Ricchiuti 43 Director since 1997
</TABLE>
<PAGE> 6
William F. Borne. Mr. Borne founded the 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 health care 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. 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 L. Netterville. 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 Certified Public Accountants,
Inc. ("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. 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-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 member of
the Board of Directors of Union Planters Bank of Louisiana. Mr. Pitts holds a
B.S. degree in management and economics from Ohio State University and Masters
degrees in both hospital administration and public administration from the
University of Minnesota.
Peter F. Ricchiuti. 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 Trustees
for WYES-TV, the public broadcasting station in New Orleans, Louisiana. Mr.
Ricchiuti holds a B.S. degree from Babson College and an MBA from the University
of New Orleans.
<PAGE> 7
BOARD OF DIRECTORS, COMMITTEES AND MEETINGS
During the 1999 fiscal year, the Board of Directors held eleven (11)
regular meetings. The Company maintains Audit and Compensation Committees which
are both comprised solely of outside directors. Each committee met once during
the fiscal year. All of the directors attended at least 75% of the aggregate of
the total number of regular board meetings and the total committee meetings held
on which each such director served.
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 Compensation Committee was established to review and act on matters,
including but not limited to, compensation levels and benefit plans for key
executives of the Company and the issuance of stock options under the Company's
Directors' Stock Option Plan. The Compensation Committee is comprised of Peter
F. Ricchiuti and David R. Pitts.
The Board of Directors currently has no nominating committee or a committee
performing a similar function.
DIRECTOR'S FEES
During the 1999 fiscal year, each director was paid $1,000 per month. Each
director is also eligible to receive stock options from the Company's Directors'
Stock Option Plan. During fiscal year 1999, each director was issued stock
options, under the Company's Directors' Stock Option Plan, representing 12,750
shares of Company Common Stock with the exception of Mr. Borne who received
stock options representing 11,000 shares of Company Common Stock, at an exercise
price of $3.00 per common share. Each director also received stock options under
the Employees' Stock Option Plan representing 5,555 shares of Company Common
Stock at an exercise price of $6.063 per common share. None of the stock options
granted were exercised. The Company will offer the fiscal year 2000 Directors,
certain options from the Company's Directors' 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,
1999, except that one transaction involving the purchase of Common Stock of the
Company reportable on Form 4 was not filed timely by Mr. Peter F. Ricchiuti, a
director of the Company.
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 AND COMMON
STOCK EQUIVALENTS PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND
ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS.
<PAGE> 8
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 as
independent public accountants of the Company for the fiscal year ending
December 31, 2000. The engagement of Arthur Andersen LLP for audit services has
been approved by the Board of Directors. Arthur Andersen LLP served in the same
capacity for the 1999 fiscal year. A representative from this firm is expected
to be present at the Annual Meeting. This representative will have an
opportunity to make a statement if he so desires and is expected to be available
to respond to appropriate questions.
In the event the appointment of Arthur Andersen LLP as the Company's
independent public accountants for fiscal year 2000 is not ratified by the
stockholders, the adverse vote will be considered as a direction to the Board of
Directors to select other auditors. 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 2000 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
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2000 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 AND COMMON STOCK
EQUIVALENTS 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>
Period of Service in
Name Age Capacity Such Capacity
---- --- -------- -------------
<S> <C> <C> <C>
William F. Borne, RN (1) 42 Chief Executive Officer, President since December 1982
Larry R. Graham, CPA 34 Chief Operating Officer since January 1999
John M. Joffrion, CPA 33 Senior Vice President of Finance since September 1999
Michael D. Lutgring, JD 30 General Counsel and Secretary since November 1997
</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 the Company 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 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 LLP. Mr. Graham
received a B.S. degree in accounting from the University of Southern
Mississippi.
<PAGE> 9
John M. Joffrion, CPA is Senior Vice President of Finance. He joined the
Company in February of 1998 as the Senior Vice President of Home Care for the
States of Louisiana and Texas. He was promoted to Senior Vice President of
Operations for the Home Care Division in January 1999 and to Senior Vice
President of Finance in September 1999. Before joining the Company, Mr. Joffrion
served as Division Vice President for the Columbia Home Care Group for the State
of Louisiana from 1997 to 1998 where he provided general business operations
oversight. Prior to that, he was Director of Market Operations for the Louisiana
Division of Columbia Home Care Group, and Chief Operating Officer for Home
Healthcare Services for Columbia/HCA's Doctors' Hospital of Opelousas. Mr.
Joffrion received a B.S. degree in accounting from Louisiana State University.
Michael D. Lutgring, JD was named General Counsel and Secretary 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. Mr. Lutgring
received a Juris Doctorate Degree from the Louisiana State University Paul M.
Hebert Law Center in 1996.
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 and Common Stock
Equivalents as of April 24, 2000 by (i) each person known by the Company to
beneficially own more than five percent of the Company's Common Stock and Common
Stock Equivalents, (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 PERCENT OF
COMMON STOCK VOTING
NAME AND ADDRESS(1) EQUIVALENTS(2) POWER(3)
<S> <C> <C>
Terra Healthy Living, Ltd. 1,266,667(4) 20.04%
William F. Borne 646,778(5) 10.19%
Canadian Imperial Bank of Commerce 505,833(6) 8.00%
Bank Julius Baer & Company, Ltd. 333,333(7) 5.25%
Larry R. Graham 70,330(8) 1.01%
Mitchel G. Morel 43,320(9) *
Peter F. Ricchiuti 21,153(10) *
John M. Joffrion 15,148(11) *
David R. Pitts 14,153(12) *
</TABLE>
<PAGE> 10
SHARES OF
COMMON STOCK AND PERCENT OF
COMMON STOCK VOTING
NAME AND ADDRESS(1) EQUIVALENTS(2) POWER(3)
Michael D. Lutgring 13,005(13) *
Ronald A. LaBorde 11,153(14) *
Jake L. Netterville 11,153(10) *
All officers and directors as a group (9 persons) 846,193(15) 13.33%
- -----------------------------
(*) Less than one percent.
(1) Each address is the Company, except for (i) Terra Healthy Living, Ltd., at
Station Street 22, Uerikon 8713, Switzerland, (ii) Canadian Imperial Bank
of Commerce, at 13 Route de Florissant, Geneva 12, Switzerland, (iii) Bank
Julius Baer & Company, Ltd., at Bahnofstrasse 36, 8010 Zurich, Switzerland,
(iv) David R. Pitts, at 7946 Goodwood Boulevard, Baton Rouge, LA 70806, (v)
Peter F. Ricchiuti, Associate Dean, Director of Research, A.B. Freeman
School of Business, Tulane University, New Orleans, LA 70118, (vi) Ronald
A. LaBorde, at 3232 Sherwood Forest Boulevard, Baton Rouge, Louisiana,
70821, and (vii) Jake L. Netterville, at 8550 United Plaza Boulevard, Baton
Rouge, Louisiana 70809.
(2) Except as indicated below, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock and Common
Stock Equivalents.
(3) Includes Common Stock and Common Stock equivalents.
(4) Represents 1,266,667 shares of Company Common Stock which are convertible
from 380,000 shares Series A Preferred Stock.
(5) Includes options to purchase 138,972 shares of Common Stock which may be
acquired through options currently exercisable, 34,900 shares of Common
Stock owned by his wife, 38,500 shares of Common Stock owned by a trust on
behalf of Mr. Borne's children, 5,000 shares of Common Stock owned by his
parents, and 22,000 shares of Common Stock owned by his father.
(6) Includes 233,333 shares of Company Common Stock which are convertible from
70,000 shares of Series A Preferred Stock.
(7) Represents 333,333 shares of Company Common Stock which are convertible
from 100,000 shares of Series A Preferred Stock.
(8) Includes options to purchase 63,266 shares of Common Stock which may be
acquired through options currently exercisable.
(9) Includes options to purchase 42,563 shares of Common Stock which may be
acquired through options currently exercisable.
(10) Includes options to purchase 9,153 shares of Common Stock which may be
acquired through options currently exercisable.
(11) Includes options to purchase 15,000 shares of Common Stock which may be
acquired through options currently exercisable.
(12) Includes options to purchase 9,153 shares of Common Stock which may be
acquired through options currently exercisable and 5,000 shares owned
jointly with his wife.
(13) Includes options to purchase 12,750 shares of Common Stock which may be
acquired through options currently exercisable and 10 shares owned by his
wife.
(14) Includes options to purchase 9,153 shares of Common Stock which may be
acquired through options currently exercisable and 2,000 shares owned
jointly with his wife.
(15) Includes options to purchase 309,163 shares of Common Stock which may be
acquired through options currently exercisable.
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 1999. 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. All of the executive officers are also
eligible for other Company benefit plans including 401k, Employee Stock Purchase
Plan, health insurance, disability insurance, and life insurance.
<PAGE> 11
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
YEAR SALARY BONUS COMPENSATION OPTIONS
---- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
William F. Borne
Chief Executive Officer and President 1999 $240,915 $ 250,000(2) $ -- 77,225
1998 236,150 -- 64,706(5) --
1997 190,000 20,000 -- 34,525
Larry R. Graham
Chief Operating Officer 1999 $138,024 $ 75,000(3) $ -- 75,000
Mitchel G. Morel(1)
Former Chief Financial Officer 1999 $ 33,442 $ -- $121,031 56,750
1998 139,697 -- -- --
1997 100,000 12,500 -- 24,128
John M. Joffrion
Senior Vice President of Finance 1999 $115,925 $ 60,000(4) $ -- 20,000
</TABLE>
- --------
(1) Mr. Morel resigned as an officer in March 1999 to pursue other interests.
Other Annual Compensation consists of severance, vacation payout and
payments for consulting services performed.
(2) Pursuant to his employment agreement, Mr. Borne earned an annual bonus,
which may be taken in cash or in Common Stock (restricted for one year) at
a price of $1.44 per common share, as a result of achieving certain
financial goals as approved by the Board of Directors. To date, Mr. Borne
has not made an election.
(3) Mr. Graham earned an annual bonus, which may be taken in cash or in Common
Stock (restricted for one year) at a price of $1.44 per common share, as a
result of achieving certain financial goals as approved by the Board of
Directors. To date, Mr. Graham has not made an election.
(4) Mr. Joffrion earned an annual bonus of $60,000, of which $7,500 was
received in cash and $52,500 may be taken in cash or in Common Stock
(restricted for one year) at a price of $1.44 per common share, as a result
of achieving certain financial goals as approved by the Board of Directors.
To date, Mr. Joffrion has not made an election.
(5) Mr. Borne's Other Annual Compensation consists of the forgiveness of a debt
in favor of the Company.
EMPLOYMENT AGREEMENTS
Except for Mr. Borne and Mr. Graham, 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 of the greater of (i) 6%; (ii) the
percentage increase, if any, of the consumer price index for Urban Wage Earning
and Clerical Workers (Greater Metropolitan Baton Rouge Area, all items) issued
by the Bureau of Labor Statistics of the U.S. Department of Labor using the year
1967 as a base of 100 (the "Index"); or (iii) $25,000, stock, stock options, and
an annual bonus up to 100% of the base salary for the applicable year if the
Company's operating income (loss) equals or exceeds the Company's budgeted
projection for such year as approved by the Board of Directors. The agreement
also provides for payment of an additional cash bonus sufficient to pay any
taxes incurred as a result of the issuance of stock, stock grants or stock
options, and payment of additional benefits such as automobile allowance,
participation in Company benefit plans and life insurance benefits.
In the event Mr. Borne's employment is terminated due to death,
disability, without cause, upon Company default of the agreement, following a
change of control of the Company, upon termination by the Company relating to
automatic extensions of the agreement, or upon termination by Mr. Borne for
failing to be elected to the Board of Directors, Mr. Borne will be entitled to
receive the greater of the base salary payments he would have received had his
employment continued for the remaining term of the agreement; or an amount equal
to one month's base salary for each $10,000 of total compensation Mr. Borne
received in either (i) the highest of the last five (5) fiscal years of the
agreement or (ii) an amount equal to 150% of the total base salary for the
previous fiscal year, whichever is greater. Compensation includes all salary,
bonuses, stock, benefits, and personal perquisites, whether in cash or property.
In addition, Mr. Borne will be entitled to receive all of the benefits and
personal perquisites provided under the agreement, including but not limited to,
automobile expenses, health and life insurance premiums and benefits, stock
grants, and stock options during the period of time which is the greater of the
remaining term of the agreement, or the number of months calculated by dividing
$10,000 into the total compensation.
Mr. Graham's employment agreement was entered into on February 1, 2000
and is of indefinite duration. The agreement provides for an annual base salary
of $180,000, with yearly cash increases of the greater of 6% or $15,000, stock
options and an annual bonus of up to $90,000 upon the attainment of certain
performance based criteria and if the Company's operating income (loss) equals
or exceeds the Company's budgeted projection for such year as approved by the
Board of Directors. The agreement also provides for additional benefits such as
participation in employee benefit plans. In the event Mr. Graham is terminated
without cause or following a change of control of the Company, Mr. Graham is
entitled to severance compensation in an amount equal to eighteen (18) months of
his base salary.
<PAGE> 12
STOCK OPTIONS
The Company's Stock Option Plan ("Plan") provides for the issuance of
an aggregate of 1,425,000 shares of Common Stock upon exercise of options
granted pursuant to such Plan. As of December 31, 1999, options to purchase an
aggregate of 804,771 common shares were outstanding under the Plan.
1999 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
OPTIONS PERCENT OF EXERCISE PRICE APPRECIATION FOR
GRANTED TOTAL OPTIONS PRICE OPTION TERM
GRANTED (PER EXPIRATION ----------------------
NAME (SHARES) TO EMPLOYEES SHARE) DATE 5% 10%
- ----------------- -------- ------------- --------- -------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne 82,780 12.57% $3.00 April 5, 2008 $ 0 $ 0
Larry R. Graham 75,000 11.39% $3.00 April 5, 2008 $ 0 $ 0
Mitchel G. Morel 35,000 5.31% $3.00 April 5, 2008 $ 0 $ 0
18,500 2.81% $6.61 April 5, 2008 $ 0 $ 0
3,250 0.49% $7.00 April 5, 2008 $ 0 $ 0
John M. Joffrion 20,000 3.03% $3.00 April 5, 2008 $ 0 $ 0
Michael D. Lutgring 17,000 2.58% $3.00 April 5, 2008 $ 0 $ 0
</TABLE>
AGGREGATED OPTION EXERCISES IN 1999
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES
ACQUIRED NUMBER OF SECURITIES
ON VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NAME EXERCISE REALIZED OPTIONS IN-THE-MONEY OPTIONS(*)
---- -------- -------- ----------------------------- -------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne -- -- 111,388 38,612 $ 0 $ 0
Larry R. Graham -- -- 44,516 37,500 $ 0 $ 0
Mitchel G. Morel -- -- 28,375 28,375 $ 0 $ 0
John M. Joffrion -- -- 10,000 10,000 $ 0 $ 0
Michael D. Lutgring -- -- 8,500 8,500 $ 0 $ 0
</TABLE>
(*) Computed based on the differences between the fair market value at fiscal
year end and aggregate exercise prices.
<PAGE> 13
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.
Effective February 16, 1999, the terms of conversion of the Company's
Series A Preferred Stock were amended through a Preferred Stock Conversion
Agreement. This agreement reduced the conversion rate for the Series A Preferred
Stock to $3.00 per common share. Prior to the agreement, the conversion rate at
December 31, 1998 was $4.41 which would convert into 1,700,680 shares of Common
Stock. Under the new agreement, the preferred stock will convert into 2,500,000
common shares.
In connection with the Private Placement, Terra Healthy Living, Ltd.
purchased 380,000 shares of Series A Preferred Stock, which is convertible into
1,266,667 shares of common stock. Bank Julius Baer & Company, Ltd. purchased
100,000 shares of Series A Preferred Stock, which is convertible into 333,333
shares of common stock. Terra Healthy Living, Ltd, and Bank Julius Baer &
Company, Ltd. are only affiliated with the Company through their stock
ownership.
A note payable to a certain stockholder of the Company at December 31,
1999 consists of a $10,000 unsecured note that is due on demand and bears
interest at 0%. The fair value of this note approximates the recorded balance
due to the short-term nature of the note. The said stockholder is neither an
officer, director, or a stockholder who beneficially owns more than 5% of the
Company's common stock.
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 an industry average on the basis of annual and
long-term Company performance, as well as individual performance. The
Compensation Committee will exercise its discretion to set compensation based on
its judgement and where 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
and non-cash bonuses and long-term incentive compensation in the form of stock
options.
<PAGE> 14
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 budgeted operating income (loss)
projections 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
option plan. The number of common 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 fiscal year 2000 is $275,000 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 position's 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
<PAGE> 15
PERFORMANCE GRAPH
The 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, 1999, 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) on December 31, 1994. The peer group selected by the Company
includes: Star Multi Care Services, National Home Health Care, Transworld
Healthcare, NuMed Home Health Care, and In Home Health, Inc. The cumulative
total stockholder return on the following graph is not necessarily indicative of
future stockholder return. No cash dividends have been declared on the Company's
common stock.
[GRAPH CHART]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
Amedisys, Inc. 100.00 125.00 103.57 64.29 41.07 19.64
Peer Group 100.00 90.03 87.28 62.38 37.67 26.47
Nasdaq Composite 100.00 139.92 171.69 208.83 291.60 541.16
</TABLE>
<PAGE> 16
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
Common Stock Equivalents, and the Company will reimburse such brokers,
custodians, nominees, and fiduciaries for their reasonable out-of-pocket
expenses.
SHAREHOLDER PROPOSALS FOR 2001 PROXY STATEMENT
Proposals of stockholders of the Company which are intended to be
presented by such stockholders at the 2001 Annual Meeting must be received by
the Company no later than January 19, 2001 in order for such proposals to be
eligible for inclusion in the proxy statement and form of proxy relating to that
meeting. Any proposal received by the Company after January 19, 2001 will not be
included in the Company's 2001 Proxy Statement. In addition, proposals made
outside of Rule 14a-8 promulgated under the Securities Exchange Act of 1934 will
be considered untimely unless the Company is provided with notice of such
proposals no later than April 4, 2001.
<PAGE> 17
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 at the
Annual Meeting or any adjournment thereof, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgement on
such matter.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William F. Borne
William F. Borne
Chairman and Chief Executive Officer
May 19, 2000
<PAGE> 18
AMEDISYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
JUNE 22, 2000
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 and/or Common
Stock Equivalents 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 22, 2000 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:
1. To elect five Directors.
<TABLE>
<CAPTION>
FOR WITHHOLD
--- --------
<S> <C> <C> <C>
William F. Borne ( ) ( )
Ronald A. LaBorde ( ) ( )
Jake L. Netterville ( ) ( )
David R. Pitts ( ) ( )
Peter F. Ricchiuti ( ) ( )
FOR AGAINST ABSTAIN
--- ------- -------
2. To ratify the selection of Arthur ( ) ( ) ( )
Andersen LLP as independent public accountants
of the Company for the fiscal year ending
December 31, 2000.
3. The proxies are authorized to vote as 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 19, 2000.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:
------------------------- -----------------------------------
(SIGNATURE)
-----------------------------------
(SIGNATURE IF JOINTLY HELD)
-----------------------------------
(PRINTED NAME)
Please sign exactly as name appears
on the stock certificate(s). Joint
owners should each sign. Trustees
and others acting in a
representative capacity should
indicate the capacity in which they
sign.
