SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240-11(c) or ss.240.14a-12
Medcom USA, Incorporated
(Name of Registrant as Specified in Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $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:
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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MEDCOM USA, INCORPORATED
18001 cowan, Suite C & D
Irvine CA 92614
(949) 261-6665
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD May 31, 2000
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of
Medcom USA, Incorporated (the "Company") will be held at the Company's offices,
18001 cowan, Suite C & D, Irvine, CA 92614 on May 31, 2000, at 10:00 A.M., for
the following purpose:
(1) To approve an amendment to the Company's Articles of Incorporation
whereby the authorized capitalization of the Company will be
increased to 80,000,000 shares of common stock;
(2) To ratify the adoption of the Company's year 2000 Incentive Stock
Option Plan which provides that up to 1,000,000 shares of common
stock may be issued upon the exercise of options granted pursuant to
the Incentive Stock Option Plan;
(3) To ratify the adoption of the Company's year 2000 Non-Qualified
Stock Option Plan which provides that up to 2,000,000 shares of
common stock may be issued upon the exercise of options granted
pursuant to the year 2000 Non-Qualified Plan;
(4) To ratify the adoption of the Company's year 2000 Stock Bonus Plan
which provides that up to 500,000 shares of common stock may be
issued as stock bonuses pursuant to the year 2000 Stock Bonus Plan.
to transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on __________, 2000
as the record date for the determination of shareholders entitled to notice of
and to vote at such meeting. Shareholders are entitled to one vote for each
share held. As of April 21, 2000, there were 31,527,334 shares of the Company's
common stock issued and outstanding.
MEDCOM USA, INCORPORATED
______________, 2000 By Mark Bennett
President
<PAGE>
MEDCOM USA, INCORPORATED
18001 cowan
Suite C & D
Irvine CA 92614
(949) 261-6665
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the special meeting of shareholders to be held on May 31,
2000, and at any and all adjournments of such meeting. If the proxy is executed
and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the special meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about _________, 2000.
Only the holders of the Company's common stock are entitled to vote at
the meeting. Each share of common stock is entitled to one vote and votes may be
cast either in person or by proxy. A quorum consisting of one-third of the
shares entitled to vote is required for the meeting. The adoption of the
proposal to increase the authorized capitalization of the Company will require
the approval of the holders of a majority of the issued and outstanding shares
of the Company's common stock. The affirmative vote of the holders of a majority
of the outstanding shares of the Company's common stock is required to approve
the other proposals to come before the meeting. Cumulative voting in the
election of directors is not permitted.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of April 21, 2000, information with
respect to the only persons owning beneficially 5% or more of the outstanding
common stock and the number and percentage of outstanding shares owned by each
director and officer and by the Company's officers and directors as a group.
Unless otherwise indicated, each owner has sole voting and investment power over
his shares of Common Stock.
Number of Percent of
Name and Address Shares (1) Class (2)
- ---------------- ------------ -------------
Mark Bennett 262,400 *
18001 Cowan, Suite C&
Irvine, CA 92614
Michael Malet 154,900 *
18001 Cowan, Suite C&D
Irvine, CA 92614
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Number of Percent of
Name and Address Shares (1) Class (2)
- ---------------- ------------ -------------
Alan Ruben 51,679 *
18001 Cowan, Suite C&D
Irvine, CA 92614
David Robinson -- *
6810 New Tampa Highway
Lakeland, FL 33815
Vladimir Havlena -- *
Kozi 8
602 00 Brno
Czech Republic
David Breslow 22,500 *
701 N. Brand, #380
Glendale, CA 91203
Julio Curra 12,500 *
1767 Veterans Memorial Hwy. #6
Islandia, NY 11722
Officers and Directors as a
Group (7 persons) 503,979 1.6%
* Less than 1%
(1) Excludes shares issuable prior to June 30, 2000 upon the exercise of
options or warrants granted to the following persons:
Name Options exercisable prior to June 30, 2000
---- ------------------------------------------
Mark Bennett 2,375,500
Michael Malet 2,152,000
Alan Ruben 366,667
David Robinson 24,889
Vladimir Havlena 24,889
David Breslow 129,167
Julio Curra 129,167
(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.
<PAGE>
OFFICERS AND DIRECTORS
The Company's officers and directors are as follows:
Name Age Position
Mark Bennett 40 President and a Director
Michael Malet 51 Executive Vice President and a Director
Alan Ruben 43 Chief Accounting and Financial Officer
David Robinson 36 Vice President and Chief Technology
Officer
Vladimir Havlena 44 Managing Director DCB Actuaries &
Consultants, s.r.o.Czech Republic
David Breslow 55 Director
Julio Curra 40 Director
Each director holds office until his successor is duly elected by the
stockholders. Executive officers serve at the pleasure of the Board of
Directors.
The following sets forth certain information concerning the past and
present principal occupations of the Company's officers and directors.
Mark Bennett has been the Company's President since November 1997 and has
been a Director of the Company since September 1997. Mr. Bennett has been the
President, Chief Executive Officer and a Director of Link International
Technologies, Inc., a subsidiary of the Company, since January 1996. Since April
1995 Mr. Bennett has also been the President of New View Technologies, a wholly
owned subsidiary of Link. From 1985 to 1987 Mr. Bennett was the General Manager
for MovieBar, a video vending company servicing the hotel and hospitality
industry, with installations in over 35,000 hotel rooms worldwide. In 1987 Mr.
Bennett became Vice President of International Operations and General Manager of
MovieBar and was subsequently named as President of MovieBar Company USA. In
December 1995 Mr. Bennett resigned his position with MovieBar to co-found Link.
Michael Malet has been the Company's Vice President since November 1997
and has been a director of the Company since September 1997. Mr. Malet has been
the President of New View Technologies, Inc., a wholly owned subsidiary of Link
International Technologies, Inc., since July 1995. From 1986 to 1987 Mr. Malet
was the President of Vending Control Systems, a manufacturer of video vending
machines. Mr. Malet was a Sales Manager (1987-1990) and later President
(1991-1995) of Keyosk Corporation, a Company involved on the development and
sale of intelligent on-line vending machines, including the Company's ACDC
Units.
Alan Ruben joined the Company as Chief Accounting and Financial Officer in
October 1999. Prior to joining the Company, he was the Chief Financial Officer
for Direct Container Line, Inc., an international shipping company. Previously
Mr. Ruben was the Vice-President and Chief Financial Officer for Relsys
International, Inc., a medical software development company. Mr. Ruben is a
certified public accountant, licensed in the state of California. He began his
career with Coopers & Lybrand and was in public accounting for eighteen years.
<PAGE>
David Robinson joined the Company as Vice President and Chief Technology
Officer in April 2000. Prior to joining the Company, Mr. Robinson was the
President of DCB Actuaries & Consultant, s.r.o., since 1991. In 1986, he founded
DSM.net, a systems network integration company, and has served as its President
since inception. In 1998, Mr. Robinson was appointed to the Board of Directors
of Woodrow Milliman, a worldwide actuarial and consulting firm
Vladimir Havlena became the Managing Director of the Company's wholly owned
subsidiary, DCB Actuaries & Consultants, s.r.o. in April 2000. Mr. Havlena was a
founder and had worked as the Managing Director of DCB Actuaries and Consultants
since 1991. Between 1987 and 1990 Mr. Havlena received several post-graduate
degrees at the University of Brno, Czech Republic. Mr. Havlena graduated in 1981
from the Czech Technical University with a degree in engineering.
David Breslow has been a director of the Company since March 1999. Mr.
Breslow has been the President and Executive Director of United Pharmacists
Network, Inc., a corporation involved in purchasing, management and other
services to pharmacies since 1996. Between 1976 and 1995 Mr. Breslow owned and
managed various pharmacies in the Los Angeles, California metropolitan area.
Julio Curra has been a director of the Company since March 1999. Since
1996 Mr. Curra has been the president of All-Line Communications, Inc., a
corporation involved in telecommunication sales. Between 1987 and 1996 Mr. Curra
was the president of Julio Curra & Associates, a firm also involved in
telecommunication sales.
All of the Company's officers devote substantially all of their time on the
Company's business. Mr. Breslow and Mr. Curra, as directors, devote only a
minimal amount of time to the Company.
Michael Breslow and Mr. Curra are members of the Company's audit committee.
Change in Management
In February 1999 Chet Howard, George Pursglove and Cornelia Eldridge
resigned as directors of the Company. In March 1999 David Breslow and Julio
Curra were appointed directors of the Company.
The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of the Company and (ii) by each other
executive officer of the Company who received in excess of $100,000 during the
fiscal years ended June 30, 1998 and 1999.
Restricted
Other Annual Stock Options
Name and Fiscal Salary Bonus Compensation Awards Granted
Principal Position Year (1) (2) (3) (4) (5)
- ------------------- ---------------------------------------------------------
Mark Bennett, 1999 $128,482 $8,400 -- 1,015,000
President and Chief 1998 $111,350 -- $8,400 $67,500 560,500
Executive Officer
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Restricted
Other Annual Stock Options
Name and Fiscal Salary Bonus Compensation Awards Granted
Principal Position Year (1) (2) (3) (4) (5
- ------------------- ---------------------------------------------------------
Michael Malet, 1999 $112,462 $8,400 -- 925,000
Vice President 1998 $100,923 -- $8,400 $58,500 457,000
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amounts in the table represents automobile allowances.
(4) Amounts reflect the value of the shares of the Company's common stock
issued as compensation for services.
The table below shows the number of shares of the Company's Common Stock
owned by the officers listed above, and the value of such shares as of June 30,
1999.
Name Shares Value
Mark Bennett 224,900 $218,153
Michael Malet 157,802 $153,068
(5) The shares of Common Stock to be received upon the exercise of all stock
options granted during the fiscal years shown in the table.
Employment Contracts
In March 1999 the Company entered into employment agreements with Mark
Bennett and Michael Malet. Each employment agreement provides for the following:
1. Term of three years.
2. Annual salary of $137,500 in the case of Mr. Bennett and $120,000 in the
case of Mr. Malet.
3. Automobile allowance of $700 per month.
4. Four weeks of paid vacations and the right to participate in any group
medical, group life insurance or any other employee benefit plan that the
Company may, from time to time, maintain.
5. Reimbursement for any medical, dental or optical expenses not covered by
any Company group healthcare plan.
<PAGE>
6. Disability benefits equal to the employee's salary payable to the employee
for the remaining term of the employment agreement.
7. Premium payments for a $1,000,000 term life insurance policy with the
beneficiary to be designated by the employee.
In the event that there is a change in the control of the Company and the
employee is terminated without cause or the employee resigns for cause then the
Company is required to pay the Company a lump-sum amount equal to the employee's
annual salary multiplied by 2.99. The term "resignation for cause" means there
is a material change in the employee's authority, duties or activities. For
purposes of the employment agreement a change in the control of the Company
means: (1) the acquisition by any person of more than 15% of the Company's
common stock; (2) the acquisition by any person more than 50% of the voting
capital stock of any subsidiary of the Company; (3) the merger of the Company
with another entity if after such merger the shareholders of the Company do not
own at least 85% of voting capital stock of the surviving corporation; (4) the
approval by the shareholders of the Company of a plan to liquidate or dissolve
the Company; (5) the sale of substantially all of the assets of the Company; or
(6) a change in a majority of the Company's directors which has not been
approved by at least two-thirds of the incumbent directors.
If following a change in control the employee is terminated without
cause, all options granted to the employee pursuant to any of the Company's
incentive or non-qualified stock option plans will be fully vested.
Options Granted During Fiscal Year Ending June 30, l999 The following tables set
forth information concerning the options granted, during the fiscal year ended
June 30, 1999, to the persons named below, and the fiscal year-end value of all
unexercised options (regardless of when granted) held by these persons. The
options listed below were not granted pursuant to the Company's incentive or
non-qualified stock option plans.
% of Total
Options
Granted to Exercise
Options Employees in Price Per Expiration
Name Granted (#) Fiscal Year Share Date
Mark Bennett 1,015,000 33% $0.82 4/16/04
Michael Malet 925,000 30% $0.82 4/16/04
<PAGE>
Option Exercises in Last Fiscal Year and Fiscal Year-End Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares June 30, 1999 June 30, 1999
Acquired on Value Exercisable/ Exercisable/
Name Exercise (1) Realized (2) Unexercisable (3) Unexercisable (4)
- ----- ----------- ------------ ----------------- -----------------
Mark Bennett -- -- 1,575,500/-- $152,250/--
Michael Malet -- -- 1,382,000/-- $138,750/--
(1) The number of shares received upon exercise of options during the fiscal
year ended June 30, 1999.
(2) With respect to options exercised during the Company's fiscal year ended
June 30, 1999, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the
date of the exercise of the options.
(3) The total number of unexercised options held as of June 30, 1999, separated
between those options that were exercisable and those options that were not
exercisable.
(4) For all unexercised options held as of June 30, 1999, the excess of the
market value of the stock underlying those options (as of June 30, 1999)
and the exercise price of the option
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
Except as provided in the Company's employment agreements with its
executive officers, the Company does not have an active defined benefit, pension
plan, profit sharing or other retirement plan, although the Company may adopt
one or more of such plans in the future.
Compensation of Directors
Standard Arrangements. At present the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company expects
to adopt a director compensation policy in the future. The Company has no
standard arrangement pursuant to which directors of the Company are compensated
for any services provided as a director or for committee participation or
special assignments.
Other Arrangements. Except as disclosed elsewhere in this proxy statement,
no director of the Company received any form of compensation from the Company
during the year ended June 30, 1999.
<PAGE>
Transactions with Management
Effective January 30, 1998 the Company issued 550,000 shares of its common
stock to the shareholders of Moviebar, Incorporated and Vectorvision,
Incorporated in consideration for the acquisition of a business known as "Movie
Vision." Movie Vision rents video cassettes, primarily containing motion
pictures, through automated dispensing units in hotels. Movie Vision currently
has video cassette dispensing machines in approximately 140 hotels in the United
States. For financial statement purposes, the acquisition of Movie Vision was
valued at $1,100,000. Mark Bennett, the President and a director of the Company,
was shareholder of both Moviebar, Incorporated and Vectorvision, Incorporated
and received 55,000 shares of the Company's common stock in connection with this
transaction.
See "Stock Option and Bonus Plans" below for information concerning stock
options and stock bonuses granted to the Company's present officers and
directors.
Stock Option and Bonus Plans
The Company's Incentive Stock Option Plans, Non-Qualified Stock Option
Plans and Stock Bonus Plans are collectively referred to in this proxy statement
as the "Plans".
Incentive Stock Option Plans.
The Incentive Stock Option Plans authorize the issuance of options to
purchase shares of the Company's common stock. Only officers, directors and
employees of the Company may be granted options pursuant to the Incentive Stock
Option Plans.
In order to qualify for incentive stock option treatment under the
Internal Revenue Code, the following requirements must be complied with:
1. Options granted pursuant to the Plan must be exercised no later than:
(a) The expiration of thirty (30) days after the date on which an
option holder's employment by the Company is terminated.
(b) The expiration of one year after the date on which an option
holder's employment by the Company is terminated, if such
termination is due to the Employee's disability or death.
2. In the event of an option holder's death while in the employ of the
Company, his legatees or distributees may exercise (prior to the option's
expiration) the option as to any of the shares not previously exercised.
3. The total fair market value of the shares of common stock (determined
at the time of the grant of the option) for which any employee may be granted
options which are first exercisable in any calendar year may not exceed
$100,000.
<PAGE>
4. Options may not be exercised until one year following the date of
grant. Options granted to an employee then owning more than 10% of the common
stock of the Company may not be exercisable by its terms after five years from
the date of grant.
5. The purchase price per share of common stock purchasable under an
option is determined by the Committee but cannot be less than the fair market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning the Company's stock which
represents more than 10% of the total combined voting power of all classes of
stock).
Non-Qualified Stock Option Plans.
The Non-Qualified Stock Option Plans authorize the issuance of options to
purchase shares of the Company's common stock to the Company's employees,
directors, officers, consultants and advisors, provided however that bona fide
services must be rendered by consultants or advisors and such services must not
be in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price and expiration date are determined by the
Committee.
Stock Bonus Plans.
The Company's Stock Bonus Plans authorize the issuance of shares of common
stock to the Company's employees, directors, officers, consultants and advisors
provided, however, that bona fide services must be rendered by consultants or
advisors and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction.
Other Information Regarding the Plans.
The Plans are administered by the Company's Board of Directors. The Board
of Directors has the authority to interpret the provisions of the Plans and
supervise the administration of the Plans. In addition, the Board of Directors
is empowered to select those persons to whom shares or options are to be
granted, to determine the number of shares subject to each grant of a stock
bonus or an option and to determine when, and upon what conditions, shares or
options granted under the Plans will vest or otherwise be subject to forfeiture
and cancellation.
In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
Stock Option Plan will be forfeited if the "vesting" schedule established by the
Board of Directors at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
the Company or the period of time a non-employee must provide services to the
Company. At the time an employee ceases working for the Company (or at the time
a non-employee ceases to perform services for the Company), any shares or
options not fully vested will be forfeited and cancelled. In the discretion of
<PAGE>
the Board of Directors payment for the shares of Common Stock underlying options
may be paid through the delivery of shares of the Company's Common Stock having
an aggregate fair market value equal to the option price, provided such shares
have been owned by the option holder for at least one year prior to such
exercise. A combination of cash and shares of Common Stock may also be permitted
at the discretion of the Board of Directors.
Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.
The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner it
deems appropriate, provided that such amendment, termination or suspension
cannot adversely affect rights or obligations with respect to shares or options
previously granted.
The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.
Summary
The following sets forth certain information as of April 21, 2000 concerning the
stock options and stock bonuses granted by the Company pursuant to the Plans.
Each option represents the right to purchase one share of the Company's common
stock.
The total shares reserved under each Plan includes shares authorized by
the year 2000 Plans which are being submitted to the Company's shareholders for
their approval at the May 24, 2000 meeting.
Total Shares Remaining
Shares Reserved for Shares Options/
Reserved Outstanding Issued As Shares
Name of Plan Under Plans Options Stock Bonus Under Plans
Incentive Stock Option Plans 1,500,000 1,026,000 N/A 474,000
Non-Qualified Stock Option
Plans 3,000,000 2,794,000 N/A 206,000
Stock Bonus Plans 2,400,000 N/A 1,906,875 493,125
During the fiscal years indicated, the following persons received shares
of the Company's common stock as stock bonuses:
Shares Issued as Stock Bonus
Name 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
Mark Bennett 18,750 37,500
Michael Malet 5,000 16,250 37,500
Alan Ruben 51,679
David Robinson --
Vladimir Havlena --
<PAGE>
Name 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
David Breslow 12,500
Julio Curra 12,500
Other employees and
consultants as a group 461,250 111,875 174,000 710,500 257,571
------- ------- ------- ------- -------
461,250 116,875 209,000 710,500 409,250
======= ======= ======= ======= =======
PROPOSAL TO INCREASE THE COMPANY'S AUTHORIZED CAPITALIZATION
The Company has an authorized capitalization of 40,000,000 share of common
stock and 1,000,000 shares of preferred stock. As of April 21, 2000 the Company
had 31,527,334 outstanding shares of common stock. The Company has also issued
options, warrants and other convertible securities which as of April 21, 2000,
allow the holders of such securities to acquire up to 14,402,950 additional
shares of the Company's common stock. Since the number of common shares which
the Company is authorized to issue is presently fixed at 40,000,000 shares, the
Company's Board of Directors has adopted a proposal, subject to shareholder
approval, to increase the authorized capitalization of the Company to 80,000,000
shares of common stock.
The Company's Board of Directors will have the authority to divide the
Preferred Stock into series and, within the limitations provided by statute, to
fix by resolution the voting power, designations, preferences, and relative
participation, special rights, and the qualifications, limitations or
restrictions of the shares of any series so established. As the Board of
Directors has authority to establish the terms of, and to issue, the Preferred
Stock without shareholder approval, the Preferred Stock could be issued to
defend against any attempted takeover of the Company.
The Company's Board of Directors has adopted this proposal because it
believes that the increased number of authorized shares is necessary to pursue
the Company's business plan, including the ability to make future acquisitions
of suitable businesses, as was done with the recent acquisition of DCB Actuaries
& Consultants, s.r.o. Additionally, the Board of Directors believes that the
increased number of authorized shares is necessary for the Company to be able to
attract and retain key personnel to be able to further its business interests.
PROPOSAL TO RATIFY ADOPTION OF YEAR 2000 INCENTIVE STOCK OPTION PLAN
Shareholders are being requested to ratify the adoption of the Company's
year 2000 Incentive Stock Option Plan. The purpose of the year 2000 Plan is to
furnish additional compensation and incentives to the Company's officers and
employees.
<PAGE>
The year 2000 Plan will authorize the issuance of up to 1,000,000 shares
of the Company's common stock to persons that exercise options granted pursuant
to the plan. As of April 21, 2000 the Company had not granted any options to
purchase shares of the Company's common stock pursuant to the year 2000 Plan.
The year 2000 Plan was adopted by the Board of Directors on ________. Any
options granted under the year 2000 Plan must be granted before ________. The
Board of Directors recommends that the shareholders of the Company approve the
adoption of the year 2000 Plan.
PROPOSAL TO RATIFY ADOPTION OF YEAR 2000 NON-QUALIFIED STOCK OPTION PLAN
Shareholders are being requested to ratify the adoption of the Company's
year 2000 Non-Qualified Stock Option Plan. The Company's employees, directors
and officers, and consultants or advisors to the Company are eligible to be
granted options pursuant to the year 2000 Non-Qualified Plan as may be
determined by the Company's Board of Directors, provided however that bona fide
services must be rendered by such consultants or advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. The year 2000 Non-Qualified Plan will function and be administered
in the same manner as the Company's other Non-Qualified Plans.
The year 2000 Non-Qualified Plan authorizes the issuance of up to
2,000,000 shares of the Company's common stock to persons that exercise options
granted pursuant to the Plan. As of the date of this Proxy Statement, no options
have been granted pursuant to the year 2000 Non-Qualified Plan.
The year 2000 Non-Qualified Plan was adopted by the Board of Directors on
________. The Board of Directors recommends that the shareholders of the Company
ratify the adoption of the year 2000 Non-Qualified Plan.
PROPOSAL TO RATIFY ADOPTION OF YEAR 2000 STOCK BONUS PLAN
Shareholders are being requested to ratify the adoption of the Company's
year 2000 Stock Bonus Plan. The purpose of the year 2000 Stock Bonus Plan is to
furnish additional compensation and incentives to the Company's officers,
employees, consultants and advisors.
The year 2000 Stock Bonus Plan authorizes the issuance of up to 500,000
shares of the Company's Common Stock to persons granted stock bonuses pursuant
to the year 2000 Stock Bonus Plan. As of the date of this Proxy Statement no
shares have been granted pursuant to the year 2000 Stock Bonus Plan.
The year 2000 Stock Bonus Plan was adopted by the Board of Directors on
_________. The year 2000 Stock Bonus Plan will function and be administered in
the same manner as the Company's other Stock Bonus Plans. The Board of Directors
recommends that the shareholders of the Company ratify the adoption of the year
2000 Stock Bonus Plan.
AVAILABILITY 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 of the Company at the
address provided on the first page of this proxy statement.
<PAGE>
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
Management of the Company does not intend to present and does not have
reason to believe that others will present any other 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.
Please complete, sign and return the enclosed proxy promptly. No postage
is required if mailed in the United States.
<PAGE>
MEDCOM USA, INCORPORATED
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the
Notice of the Special Meeting of Stockholders, to be held May 31, 2000, 10:00
A.M. local time, at 18001 cowan, Suite C & D, Irvine CA 92614, and hereby
appoints Mark Bennett or Michael Malet, each with the power of substitution, 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 approve an amendment to the Company's Articles of Incorporation
whereby the authorized capitalization of the Company will be increased to
80,000,000 shares of common stock and _____ shares of preferred stock.
___ FOR ___ AGAINST ___ ABSTAIN
(2) To ratify the adoption of the Company's year 2000 Incentive Stock Option
Plan.
___ FOR ___ AGAINST ___ ABSTAIN
(3) To ratify the adoption of the Company's year 2000 Non-Qualified Stock
Option Plan.
___ FOR ___ AGAINST ___ ABSTAIN
(4) To ratify the adoption of the Company's 1999 Stock Bonus Plan.
___ FOR ___ AGAINST ___ ABSTAIN
To transact such other business as may properly come before the meeting.
<PAGE>
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 ITEMS 1 THROUGH 6.
Dated this day of , 2000.
____________________________________
(Signature)
-----------------------------------
(Signature)
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 fiduciaries should so
indicate when signing.
Please Sign, Date and Return this Proxy
so that your shares may be voted at the
meeting.
