SCHEDULE 14A
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 Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MEDCOM USA, INCORPORATED
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
4) Proposed maximum aggregate value of transaction:
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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 No.:
3) Filing Party:
4) Date Filed:
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MEDCOM USA, INCORPORATED
18001 Cowan , Suite C & D Irvine, CA 92614
(949) 724-9094
(949) 261-0323 (fax)
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Notice is hereby given that a Special Meeting of the Stockholders of
Medcom USA, Incorporated. (the "Company") will be held at 18001 Cowan , Suite C
& D, Irvine, CA, on February 21, 2000 at 10:00 a.m., local time, to consider and
act upon the following:
1. A proposal to reverse split the outstanding shares of the Company's common
stock such that each three shares of the Company's issued and outstanding common
stock will be automatically converted into one share of common stock.
Such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
Stockholders of record at the close of business on January 27, 2000,
will be entitled to vote on the matters to be considered at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
CANNOT ATTEND, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO
THAT YOUR SHARES MAY BE VOTED AT THE MEETING. YOUR VOTE IS IMPORTANT.
Irvine, California, January 31, 2000
By Order of the Board of Directors
Michael Malet
Secretary
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MEDCOM USA, INCORPORATED
18001 Cowan, Suite C & D
Irvine, CA 92614
(949) 724-9094
(949) 261-0323 (fax)
PROXY STATEMENT
IN GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Medcom USA, Incorporated. (the
"Company") to be used at a Special Meeting of Stockholders to be held at 18001
Cowan, Suite C & D, Irvine, CA, on February 21, 2000 at 10:00 a.m. local time to
consider and act upon the following:
1. A proposal to reverse split the outstanding shares of the Company's
common stock such that each three shares of the Company's issued and outstanding
common stock will be automatically converted into one share of common stock.
The shares covered by the enclosed proxy, if such is properly executed
and received prior to the meeting, will be voted for the proposals to be
considered at the meeting. A proxy may be revoked at any time before it is
exercised by giving written notice to the Company, and stockholders may vote
their shares if they attend the meeting in person even if they have executed and
returned a proxy. Distribution of this Proxy Statement commenced on or about
January 31, 2000.
In the event the price of the Company's common stock increases to over
$1.00 per share prior to the Special Meeting of Shareholders, Management of the
Company reserves the right to withdraw the proposal to reverse split the
Company's common stock.
Management of the Company does not intend to present and does not have
reason to believe that others will present any others items of business at the
Special Meeting. However, if other matters are properly presented to the meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
soliciation of proxies will be paid by the Company including any additional
soliciation made by letter, telephone or facsimile.
PROPOSED REVERSE STOCK SPLIT
The Company's common stock is traded on the NASDAQ SmallCap Market.
NASDAQ requires a minimum bid price of $1.00 for common stock traded on the
SmallCap Market. However, as of January 24, 2000 the bid price of the Company's
common stock was $0.87 per share. In order to increase the bid price of the
Company's common stock to the level required by NASDAQ, the Company's board of
directors has adopted a proposal, subject to shareholder approval, to reverse
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split the shares of the Company's common stock such that each three issued and
outstanding shares would be automatically converted to one share of common
stock.
As of the date of this proxy statement, the Company estimates that it
has approximately 4,500 shareholders, which amount includes shares held by
central securities depositories and brokerage firms which typically hold
securities as nominees for their customers.
The reverse stock split would not eliminate any shareholders since
according to the records of the Company's transfer agent no shareholder owns
less than three shares.
The Company would still have approximately 4,500 shareholders after the
reverse stock split and would continue to be registered under Section 12(g) of
the Securities Act of 1933.
Shareholders should note that a three-for-one reverse split of the
Company's common stock will not guarantee that the bid price of the Company's
common stock, after the reverse split, will be higher than the present bid
price. In addition, shareholders who will own less than 100 shares of the
Company's common stock after the reverse stock split may incur higher brokerage
costs if they sell their shares.
Any fractional shares resulting from the reverse stock split will be
rounded to the nearest whole share.
VOTE REQUIRED
As of January 27, 2000, there were 26,761,863 outstanding shares of the
Company's common stock, with each share entitled to one vote. One-third of the
outstanding shares of the Company's common stock will constitute a quorum for
the transaction of business at the meeting.
The adoption of the proposal to reverse split the Company's outstanding
common stock will require the approval by the holders owning a majority of the
Company's issued and outstanding common stock. The adoption of any other
proposals to come before the meeting will require the approval of a majority of
votes cast at the meeting.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the special
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Brokerage firms will not have discretionary authority to vote these
"street-name" shares with respect to the proposal to reverse split the Company's
common stock. Because approval of the reverse split requires the approval of a
majority of the Company's outstanding shares, abstentions and broker non-votes
will have the same effect as votes against the approval of the reverse stock
split.
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The Company's officers and directors intend to vote their shares in
favor of the proposal to reverse split the outstanding shares of the Company's
common stock.
PRINCIPAL SECURITY HOLDERS
The following table sets forth the shareholdings of the Company's
officers and directors, and those persons who own more than 5% of the Company's
common stock, its only class of outstanding equity securities, as of January 27,
2000. Unless otherwise indicated, the share ownership reflected below represents
both record and beneficial ownership.
Percent of
Name and Address Shares Owned (1) Class (2)
- ---------------- ----------------- -------------
Mark Bennett 234,90 *
18001 Cowan, Suite C&D
Irvine, CA 92614
Michael Malet 167,802 *
18001 Cowan, Suite C&D
Irvine, CA 92614
Alan Ruben 36,679 *
18001 Cowan, Suite C&D
Irvine, CA 92614
David Breslow 17,500 *
701 N. Brand, #380
Glendale, CA 91203
Julio Curra 7,500 *
1767 Veterans Memorial Hwy. #6
Islandia, NY 11722 _______ ____
Officers and Directors as
a Group (6 persons) 464,381 1.8%
======= ======
* Less than 1%
(1) Excludes shares issuable prior to May 31, 2000 upon the exercise of options
or warrants granted to the following persons.
Name Options exercisable prior to May 31, 2000
---- -----------------------------------------
Mark Bennett 2,075,500
Michael Malet 1,852,000
Alan Ruben 329,166
David Breslow 122,500
Julio Curra 112,500
(2) Excludes any shares issuable upon the exercise of any warrants or options or
upon the conversion of any promissory notes or other convertible securities.
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AVAILABLITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending June 30,
1999 will be sent to any shareholder of the Company upon request. Requests for a
copy of this report should be addressed to the Secretary to the Company at the
address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders to be held after
the Company's fiscal year ending June 30, 2000 must be received by the Secretary
of the Company not later than September 30, 2000.
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Medcom USA, Incorporated
PROXY
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of Medcom USA, Incorporated, acknowledged
receipt of the Notice of the Special Meeting of Stockholders, to be held
February 21, 2000, at 10:00 a.m., local time, at 18001 Cowan, Suite C & D,
Irvine, CA, and hereby appoints Mark Bennett or Michael Malet, or either of
them, each with the power of subsitution, as Attorneys and Proxies to vote all
the shares of the undersigned at said special meeting of stockholders and at all
adjournments thereof, hereby ratifying and confirming all that said Attorneys
and Proxies may do or cause to be done by virtue hereof. The above-named
Attorneys and Proxies are instructed to vote all of the undersigned's shares as
follows:
1. To reverse split the outstanding shares of the Company's common
stock such that each three shares of the Company's issued and outstanding common
stock will be automatically converted into one share of common stock.
FOR ___ AGAINST ___ ABSTAIN ___
In their discretion, upon such other business as may properly come
before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED,
THIS PROXY WILL BE VOTED IN FAVOR OF ITEM 1.
Please sign your name exactly as it appears on your stock certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiducaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at the
meeting.
Dated this ___ day of ___________, 2000
___________________ ___________________
Signature Signature
