MODERN MEDICAL MODALITIES CORPORATION
95 Madison Avenue
Morristown, New Jersey 07960
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on August 25, 1998
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To the Shareholder of Modern Medical Modalities Corporation:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Modern Medical Modalities Corporation, a New Jersey corporation
(the "Company"), will be held at the Parsippany Hilton, One Hilton Court,
Parsippany, New Jersey 07054 on Tuesday, August 25, 1998 at the hour of 10:00
a.m. local time for the following purposes:
(1) To elect Directors of the Company for the coming year;
(2) To transact such other business as may properly come before the
Meeting.
Only shareholders of record at the close of business on July 6, 1998 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Directors
ROGER B. FINDLAY
Chairman of the Board
Dated: August 14, 1998
Morristown, New Jersey
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN PERSON, BUT
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE
MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
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MODERN MEDICAL MODALITIES CORPORATION
95 Madison Avenue
Morristown, New Jersey 07960
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PROXY STATEMENT
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This Proxy Statement and the accompanying proxy are furnished by the Board
of Directors of the Company in connection with the solicitation of proxies for
use at the Annual Meeting of Stockholders (the "Meeting") referred to in the
foregoing notice. It is contemplated that this Proxy Statement together with the
accompanying form of proxy will be mailed together to shareholders. The
Company's Annual Report will be mailed under separate cover, as well as being
available at the Annual Meeting.
The record date for the determination of shareholders entitled to notice of
and to vote at the Meeting is July 6, 1998. On that date there were issued and
outstanding, approximately 3,168,292 shares of Common Stock, par value $.0001
per share.
The presence, in person or by proxy, of the holders of a majority of the
shares of Common Stock outstanding and entitled to vote at the meeting is
necessary to constitute a quorum. In deciding all questions, a Common Stock
shareholder shall be entitled to one vote, in person or by proxy, for each share
held in his name on the record date. Directors will be elected by a majority of
the votes cast at the Meeting. The ratification of all other proposals will be
decided by a majority of the votes at the Meeting.
All proxies received pursuant to this solicitation will be voted (unless
revoked) at the Annual Meeting of Modern Medical Modalities Corporation or any
adjournment thereof in the manner directed by a shareholder and, if no direction
is made, will be voted for the election of each of the nominees for Director in
Proposal No. 1. If any other matters are properly presented at the meeting for
action, which is not presently anticipated, the proxy holder will note the
proxies (which confer authority to such holder to vote on such matters) in
accordance with their best judgment. A proxy given by a shareholder may
nevertheless be revoked at any time before it is voted by communicating such
revocation in writing to the transfer agent, North American Transfer Co., at 147
West Merrick Road, Freeport, New York 11520 or by executing a proxy but is
present at the Meeting may vote in person instead of by proxy; thereby canceling
any proxy previously given, whether or not written revocation of such proxy has
been given.
As of the date of this Proxy Statement, the Board of Directors knows of no
matters other than the foregoing that will be presented at the Meeting. If any
other business should properly come before
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the Meeting, the accompanying form of proxy will be voted in accordance with the
judgement of the persons named therein, and the discretionary authority to do so
is included in the proxies. All expenses in connection with the solicitation of
this proxy will be paid by the Company. In addition to solicitation by mail,
officers, directors and regular employees of the Company who receive no extra
compensation for their services, may solicit proxies by telephone, telegraph or
personal calls. Management does not intend to solicit proxies which are held of
record by brokers, dealers, banks, or voting trustees, or their nominees, and
may pay the reasonable expenses of such record holders for completing the
mailing of solicitation materials to persons for whom they hold the shares. All
solicitation expenses will be borne by the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the 6th day of July, 1998 (i) each
person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's directors; and
(iii) all directors and officers of the Company as a group.
Name
and Address Shares of Common Approximate
of Beneficial Beneficially Percentage
Owner Owned Owned
----- ----- -----
Roger B. Findlay 236,096 7.5%
Oak Knoll
Mendham, New Jersey
Jan Goldberg 236,091 7.5%
555 North Avenue
Fort Lee, New Jersey
Gregory C. Maccia 236,091 7.5%
41 Mount Pleasant Rd
Morristown, New Jersey
Patrick O'Connor 0 0%
255 Serpentine Drive
Bayville, New Jersey
Officers and 702,278 22.2%
Directors as a
group (4 Persons)
The Company does not know of any arrangement or pledge of its securities by
persons now considered in control of the Company that might result in a change
of control of the Company.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Management recommends that you vote in favor of
the nominees named to the Board of Directors.
Directors will be elected by a
majority of the votes cast at the Meeting.
Five directors are to be elected at the meeting for terms of one year each
and until their successors shall be elected and qualified. It is intended that
votes will be cast pursuant to such proxy for the election of the five persons
whose names are first set forth below unless authority to vote for one or more
of the nominees withheld by the enclosed proxy, in which case it is intended
that votes will be cast for those nominees, if any, with respect to whom
authority has not been withheld. All of the nominees are not presently members
of the Board of Directors. In the event that any of the nominees should become
unable or unwilling to serve as a director, a contingency which the management
has no reason to expect, it is intended that the proxy be voted, unless
authority is withheld, for the election of such person, if any, as shall be
designated by the Board of Directors.
The following table sets forth the information concerning each director of
the Company, each of which has been nominated to continue as a director of the
Company.
Term First
of Became
Name Age Office Director Position
---- --- ------ -------- --------
Roger B. Findlay 50 (1) 1990 Chairman of Board
of Directors
Jan Goldberg 47 (1) 1990 Director
Gregory C. Maccia 44 (1) 1990 Director
Frederick Mancinelli 60 (1) 1998 Director
Carl Gideon 42 (1) 1998 Director
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(1) Directors are elected at the annual meeting of stockholders and hold office
to the following meeting.
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Biographies of Board Nominees
ROGER B. FINDLAY has been Chairman of the Board of the Company since its
inception in June 1990. Since 1989, Mr. Findlay has also been co-founder of
Technology Services, Inc., a software support company for medical offices and
commercial accounts. Since 1986, he has also been founder and President of
Northern New Jersey Medical Management, a general partner of a diagnostic
imaging center. From 1986 to 1989, Mr. Findlay was President of Advacare, Inc.,
a practice management and physician billing company. He was co-founder and
President of Effective Management Services, Inc., from 1984 to 1986, which
provided facilities management and custom programming for hospitals,
universities and physician groups. Mr. Findlay, from 1984 to 1986, was also
co-founder and President of Medical Accounts Management Services, a software
development company. From 1984 to 1986, Mr. Findlay was chief operating officer
of NMR of America, Inc., a publicly traded company engaged in operating MRI
sites. Mr. Findlay, from 1972 to 1986, was President and co-owner of Medical
Billing Services, Inc. Mr. Findlay was an officer and is a director of R.F.
Management Corp., a public company traded on the over-the-counter (OTC) bulletin
board.
JAN GOLDBERG is a co-founder and was Secretary, Treasurer and Director of
the Company until November, 1992. Since November 1992, Mr. Goldberg has been the
Vice President, Treasurer and a Director of the Company. From 1989 to 1990, Mr.
Goldberg was founder and President of GPM, Inc., a physician billing
organization with offices in Florida and New York. From 1987 to 1988, Mr.
Goldberg was operations manager for Advacare, Inc., a practice management and
physician billing company. From 1984 to 1987, Mr. Goldberg was manager of a
multi-specialty radiology practice, BBS Billing, Inc. an east coast diagnostic
physician group which had contracts with hospitals in New York as well as their
own private offices and outpatient facilities. From 1974 to 1984, Mr. Goldberg
held various positions with Blue Cross as well as with hospitals in the New York
area. Mr. Goldberg was involved in setting up fee-for-service reimbursement
systems and was involved in various aspects of hospital administration. Mr. Jan
Goldberg was an officer and director of R.F. Management Corp., a public company
traded on the over-the-counter (OTC) bulletin board.
GREGORY C. MACCIA is a co-founder of the Company and was Vice President and
Director until November, 1992. Since November 1992, Mr. Maccia has been the Vice
President, Secretary and a Director of the Company. Mr. Maccia has also been
President of Technology Services, Inc., a software design and facilities
management company for medical and commercial accounts since 1989. From
1986-1989, Mr. Maccia was Vice President of Advacare, Inc., a national practice
management and physician billing company. Since 1986, Mr. Maccia has been
co-founder of Northern New Jersey Medical Management, Inc. He was co-founder and
Vice President of Medical Accounts Management Services, Inc. (MAMS) from 1984 to
1986 which developed and sold physician, outpatient and clinical billing
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software systems. Mr. Maccia, from 1984 to 1986, was co-founder and Vice
President of Effective Management Services, Inc. (EMS), which provided custom
programming and facilities management with contracts to hospitals and
universities in the tri-state area as well as collection agencies and
non-medical entities. From 1977 to 1984, Mr. Maccia owned and managed his own
consulting company. Mr. Maccia was an officer and director of R.F. Management
Corp., a public company traded on the over-the-counter (OTC) bulletin board.
FREDERICK MANCINELLI was appointed to the Board of Directors of Modern
Medical Modalities on March 3, 1998. Since 1988, Mr. Mancinelli has been
President of CBS Business Forms and Printing, Inc., a privately owned marketing,
printing and forms corporation located in Cedar Knolls, New Jersey. From 1971 to
1988, Mr. Mancinelli was Vice President of Sales for New Jersey for Computer
Business Supplies, Inc. He purchased the New Jersey Branch office in 1988 and
has concentrated on meeting the total business forms and printing requirements
of over 350 customers. He is responsible for the administrative management,
marketing, cash flow analysis and sales for the Company. From 1962 to 1971, he
was employed by Autographic Business Forms, serving as Communications Manager
from 1962 to 1964, salesperson from 1964 to 1968 and the New Jersey Regional
Sales Manager from 1968 to 1971.
CARL GIDEON was appointed to the Board of Directors of Modern Medical
Modalities on March 3, 1998. Mr. Gideon has over twenty years of experience in
the medical support business, concentrating on sales with an emphasis on unique
design, financing and problem solving for diagnostic imaging centers. Currently,
Mr. Gideon is founder and president of MedSpace, Inc., a company that
specializes in the design and manufacture of state-of-the-art building systems
utilized to house diagnostic imaging equipment. Previously, Mr. Gideon as Vice
President of a modular office company specializing in medical systems throughout
the United States.
Executive Compensation
The officers of the Company serve at the pleasure of the Board of Directors
and until their successors are chosen and qualify. The following table sets
forth the cash compensation and distribution paid to each executive officer of
the Company during fiscal year 1997.
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Individual or Capacities Cash
Persons in Group Age in Which Served Compensation
- ---------------- --- --------------- ------------
Jan Goldberg 47 Vice President, $ 28,498(1)
Treasurer and Director
Gregory C. Maccia 44 Vice President, $ 32,908(2)
Secretary and Director
Patrick O'Connor 44 President $ 70,176(3)
(1) Includes a base of $23,954 and $4,644 in benefits.
(2) Includes a base of $23,908 and $9,000 in benefits.
(3) Includes a base of $51,637 and $18,539 in benefits.
Directors presently receive compensation for serving on the Board or on its
committees. Depending on the number of meetings and the time required for the
Company's operations, the Company may decide to compensate its directors in the
future.
The Company has employment contracts with Jan Goldberg and Gregory Maccia,
which consists of standard and customary clauses which include non-compete and
non-disclosure.
OTHER INFORMATION
The Company's 1997 Annual Report for its fiscal year ended December 31,
1997 will be mailed to the stockholders under separate cover.
The accountants who have been selected by the Company for the current
fiscal year are Vincent J. Batyr & Co., Certified Public Accountants, who served
as the Company's independent public accountants.
AVAILABILITY OF FORM 10-K
ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED 1997 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WILL BE PROVIDED FREE OF CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO:
Mr. Jan Goldberg, Investor Relations, Modern Medical Modalities Corporation, 95
Madison Avenue, Suite 301, Morristown, New Jersey 07960.
Roger B. Findlay
Chairman of the Board
of Directors
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