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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MODERN MEDICAL MODALITIES CORPORATION
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(Name of Registrant as specified in its charter)
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(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l) or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(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: ______(A)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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:________________________________________________
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MODERN MEDICAL MODALITIES CORPORATION
1719 ROUTE 10, SUITE 117
PARSIPPANY, NEW JERSEY 07054
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 23, 1999
TO THE STOCKHOLDERS OF MODERN MEDICAL MODALITIES CORPORATION:
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of Modern
Medical Modalities Corporation (the "Company") will be held at the Company's
executive offices located at 1719 Route 10, Suite 117, Parsippany, New Jersey
07054 on December 23, 1999, at 11:00 A.M., local time for the following
purposes:
1. To approve the issuance, if necessary, upon conversion of the
Company's 10% Convertible Notes, of more than 486,847 shares
of common stock, 60,000 of which have been issued,
representing 19.9% of the outstanding shares of common stock
on the date of sale of the 10% Convertible Notes, as required
by Nasdaq Rules; and
2. To transact such other business as may properly come before
the meeting and any continuations and adjournments thereof.
Stockholders of record at the close of business on November 30, 1999 are
entitled to notice of and to vote at the meeting.
In order to ensure a quorum be reached, it is important that Stockholders
representing a majority of the total number of shares issued and outstanding and
entitled to vote, be present in person or represented by their proxies.
Therefore, whether you expect to attend the meeting in person or not, please
sign, fill out, date and return the enclosed proxy in the self-addressed,
postage-paid envelope also enclosed. If you attend the meeting and prefer to
vote in person, you can revoke your proxy.
In addition, please note that abstentions and broker non-votes are each included
in the determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Neither abstentions nor broker non-votes are counted as voted either for or
against a proposal.
November 30, 1999
By Order of the Board of Directors
Roger Findlay
Chairman of the Board of Directors
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MODERN MEDICAL MODALITIES CORPORATION
1719 ROUTE 10, SUITE 117
PARSIPPANY, NEW JERSEY 07054
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AT 11:00 A.M. DECEMBER 23, 1999
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Modern Medical Modalities Corporation
(hereinafter, the "Company") for use at the Special Meeting of Stockholders of
the Company to be held at the Company's executive offices located at 1719
Route 10, Suite 117, Parsippany, New Jersey 07054 on December 23, 1999, at
11:00 A.M. local time, and at any continuation and adjournment thereof.
Anyone giving a proxy may revoke it at any time before it is exercised by
giving the Chairman of the Board of Directors of the Company written notice
of the revocation, by submitting a proxy bearing a later date or by attending
the meeting and voting. This statement, the accompanying Notice of Meeting
and form of proxy have been first sent to the Stockholders on or about
December 1, 1999.
In addition, please note that abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, for
purposes of determining the presence or absence of a quorum for the transaction
of business. Neither abstentions nor broker non-votes are counted as voted
either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form, which are
received in time will be voted in accordance with the shareholder's directions,
and unless contrary directions are given, will be voted for the election of
directors of the nominees described below.
OWNERSHIP OF SECURITIES
Only Stockholders of record at the close of business on November 30,
1999, the date fixed by the Board of Directors in accordance with the Company's
By-Laws, are entitled to vote at the meeting. As of November 15, 1999, there
were issued and outstanding 2,506,471 shares of Common Stock.
Each outstanding share is entitled to one vote on all matters properly
coming before the meeting. A majority of the shares of the outstanding Common
Stock is necessary to constitute a quorum for the meeting.
The following table sets forth certain information as of November 15,
1999 with respect to: (i) each beneficial owner of five percent (5%) or more of
the outstanding shares of Common Stock of the Company; (ii) each officer and
director of the Company; and (iii) all officers and directors as a group. The
table does not include securities exercisable into common stock that have not
yet vested or are not exercisable within 60 days of the date hereof. Unless
otherwise indicated, the address of each such person or entity is 1719 Route 10,
Suite 117, Parsippany, New Jersey 07054.
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NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK
- ------------------- --------------------- ------------
Roger Findlay(2) 238,048 9.1%
Jan Goldberg(3) 188,046 7.3%
Gregory Maccia(4) 188,046 7.3%
Fred Mancinelli(5) 20,000 *
Carl Gideon(6) 20,000 *
All officers and directors 654,140 23.3%
as a group (5 persons)(2)-(6)
* Less than one percent
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(1) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock that an individual or group has a
right to acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or group, but are not deemed to
be outstanding for the purposes of computing the percentage ownership of
any other person shown in the table.
(2) Includes: (i) 118,048 shares of common stock; and (ii) options to
purchase 120,000 shares which are currently exercisable.
(3) Includes: (i) 118,048 shares of common stock; and (ii) options to
purchase 70,000 shares which are currently exercisable.
(4) Includes: (i) 118,048 shares of common stock; and (ii) options to
purchase 70,000 shares which are currently exercisable.
(5) Includes options to purchase 20,000 shares of common stock of all which
are currently exercisable.
(6) Includes options to purchase 20,000 shares of common stock all of which
are currently exercisable.
THIS PROXY STATEMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH BELOW AND ELSEWHERE IN THIS PROXY STATEMENT.
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PROPOSAL 1
PROPOSAL 1. TO APPROVE THE ISSUANCE, IF NECESSARY, UPON CONVERSION OF THE
COMPANY'S 10% CONVERTIBLE NOTES, OF MORE THAN 486,847 SHARES OF
COMMON STOCK, 60,000 OF WHICH HAVE BEEN ISSUED, REPRESENTING
19.9% OF THE OUTSTANDING SHARES OF COMMON STOCK ON THE DATE OF
SALE OF THE 10% CONVERTIBLE NOTES, AS REQUIRED BY NASDAQ RULES.
Nasdaq rules require the Company to obtain shareholder approval for the
issuance of securities involving the sale of twenty percent (20%) or more of its
common stock at less than fair market value. Nasdaq may delist the securities of
any issuer that fails to obtain such shareholder approval before the issuance of
such securities.
On October 18, 1999, the Company sold $500,000 of its principal amount
convertible ten percent (10%) Notes ("Notes") due October 18, 2000 and issued:
(i) 60,000 shares of its common stock; and (ii) warrants to purchase up to
2,500,000 shares of its common stock at $2.0625 per share through October 18,
2002. The Notes are convertible into shares (the "Shares") of the Company's
common stock (the "Common Stock") at the option of the noteholder (the "Holder")
at any time after issuance until the Note(s) shall have been fully paid (such
date, the "Conversion Date")subject to certain limitations discussed below.
The number of Shares of Common Stock into which the Notes shall be
convertible will be determined as follows. The conversion price (the "Conversion
Price") shall be: (i) the lower of (a) seventy-two and one half percent (72.5%)
of the lowest closing bid price for the Common Stock on the Nasdaq SmallCap
Market, or on any securities exchange or other securities market on which the
Common Stock is then being traded or listed, for the thirty (30) trading days
immediately preceding the Conversion Date or (b) $2.0625 (such price, the
"Maximum Base Price"), subject to (ii) adjustment from time to time in certain
circumstances.
The Notes are convertible at any time at the Holder's option, PROVIDED
THAT: (i) if the closing bid price of the Common Stock (the "Closing Bid Price")
at whatever time the Holder seeks to convert the Note(s) is less than two
dollars ($2.00) per share, the Holder shall be prohibited from giving the
Company notice of intent to convert ("Notice of Conversion") until thirty (30)
calendar days shall have lapsed following the earliest date whereupon the Common
Stock traded below such Closing Bid Price, and (ii) the Note(s), or parts
thereof, that the Holder wishes to convert, not exceed a number of Shares of
Common Stock that would: (a) constitute more than five percent (5%) of the
Common Stock then outstanding, or (b) be more than 486,847, such figure
representing19.9% of the Shares outstanding on the date the Note was issued,
unless such issuance is approved by shareholders.
If the Conversion Price is below $2.50, the Company may redeem all or any
portion of the Note(s) at a price determined by multiplying the Closing Bid
Price of the Common Stock on the trading day preceding the Company's notice of
redemption to the Holder (the "Redemption Date") of its intent to redeem by the
number of Shares of Common Stock into which the Note would otherwise have been
converted.
Additionally, the Holders have agreed to purchase an additional
$2,000,000 of 10% convertible notes upon the same terms and conditions as
discussed above. The Company has the right to require the Holders to purchase
the additional $2,000,000 of 10% Convertible notes under certain conditions.
The conversion, or the potential conversion of the Note(s) and the
additional notes which the Company has the right to require the Holders to
purchase, may have the effect of causing a significant dilution in the value of
the Shares outstanding, depending on the prevailing Conversion Price at the time
of conversion. Immediate sale of such Shares may, if sold in sufficient
quantity, depress the value of the
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Company's Common Stock.
If this proposal is not approved by shareholders, upon any conversion
that together with prior conversions, would result in the issuance of more than
486,847 shares of Common Stock at a price below the market price, the Company
will be required to redeem in cash the principal amount that may not be
converted at a twelve percent (12%) premium to the outstanding principal amount
plus accrued interest and penalty interest. The Company's ability to make such
cash payments will depend on its available cash resources at the time of a
request for conversion and there can be no assurance that the Company will have
the cash necessary to make such payment. In addition, the payment of such
amounts instead of the issuance of shares of Common Stock upon conversion of the
Notes may adversely affect the liquidity and financial condition of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
SECTION 16(a) REPORTING
Under the securities laws of the United States, the Company's directors,
its executive (and certain other) officers, and any persons holding ten percent
or more of the Company's Common Stock must report on their ownership of the
Company's Common Stock and any changes in that ownership to the Securities and
Exchange Commission and to the National Association of Securities Dealers,
Inc.'s Automated Quotation System. Specific due dates for these reports have
been established. During the year ended December 31, 1998, the Company believes
all reports required to be filed by Section 16(a) were filed on a timely basis.
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OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more Stockholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgment.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.
AVAILABILITY OF PRINCIPAL ACCOUNTANTS AT SPECIAL MEETING
A representative of Vincent Batyr & Co. will be present at the Special
Meeting. Such representative will have the opportunity to make a statement if he
desires to do so and will be available to respond to appropriate questions at
the meeting.
STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's next
Annual Meeting of Stockholders, stockholder proposals must be received by the
Company on or before March 1, 2000.
FORMS 10-KSB AND 10-QSB FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION
Copies of our annual report on Form 10-KSB for the year ended December
31, 1998, and our quarterly reports on Form 10-QSB for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999 as filed with the Securities and
Exchange Commission and any amendments thereto are available to stockholders
free of charge by writing to:
Modern Medical Modalities Corporation
1719 Route 10, Suite 1040
Parsippany, New Jersey 07054
Attn.: Corporate Secretary
FINANCIAL STATEMENTS
Our audited consolidated financial statements for the fiscal year ended
December 31,1998 and the related Management's Discussion and Analysis of
Financial Condition and Results of Operations are included in our Form 10-KSB
accompanying this Proxy Statement and are incorporated herein by reference. Our
unaudited consolidated financial statements for the nine months ended September
30, 1999 and the related Management's Discussion and Analysis of Financial
Condition and Results of Operations are included in our 1999 third quarter Form
10-QSB accompanying this Proxy Statement and are incorporated herein by
reference.
November 30, 1999
By Order of the Board of Directors
Roger Findlay
Chairman of the Board of Directors
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GENERAL PROXY - SPECIAL MEETING OF STOCKHOLDERS OF MODERN MEDICAL
MODALITIES CORPORATION
The undersigned hereby appoints Roger Findlay, with full power of
substitution, proxy to vote all of the shares of Common Stock of the undersigned
and with all of the powers the undersigned would possess if personally present,
at the Annual Meeting of Stockholders of Modern Medical Modalities Corporation,
to be held at the Company's executive offices located at 1719 Route 10,
Suite 117, Parsippany, New Jersey 07054 on December 23, 1999 at 11:00 a.m. and
at all adjournments thereof, upon the matters specified below, all as more fully
described in the Proxy Statement dated November 30, 1999 and with the
discretionary powers upon all other matters which come before the meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF MODERN MEDICAL MODALITIES CORPORATION'S
BOARD OF DIRECTORS.
1. To approve the issuance, if necessary, upon conversion of the Company's
10% Convertible Notes, of more than 486,847 shares of common stock,
60,000 of which have been issued, representing 19.9% of the
outstanding shares of common stock on the date of sale of the 10%
Convertible Notes, as required by Nasdaq Rules.
__ FOR __ AGAINST __ ABSTAIN
2. In their discretion, upon such other matter or matters that may
properly come before the meeting, or and adjournments thereof.
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(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
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(CONTINUED FROM OTHER SIDE)
Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date: ______________, 1999 -----------------------------------------
(Print name of Stockholder)
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(Print name of Stockholder)
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Signature
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Signature
Number of Shares ________________________
Note: Please sign exactly as name appears in
the Company's records. Joint owners
should each sign. When signing as
attorney, executor or trustee, please
give title as such.
