SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.1)
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
HEALTHRITE INC.
(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)(4) 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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
------------------------------------------------------------------
<PAGE>
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.:
------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------
<PAGE>
HEALTHRITE INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 17, 1998
To the Stockholders:
The Annual Meeting of stockholders of HealthRite Inc., a Delaware
corporation (the "Company"), will be held at The Army-Navy Club at Farragut
Square, 901 17th Street, N.W., Washington, D.C., 20006-2503, in the Pershing
Room on Thursday, December 17, 1998, at 1:00 P.M., Eastern Time, for the
following purposes:
(1) To elect ten Directors of the Company, each of whom is to hold
office until the next Annual Meeting of Stockholders and until
the due election and qualification of his successor.
(2) To approve the appointment of Richard A. Eisner & Company as
the Company's independent auditors for the fiscal year ending
December 31, 1999.
(3) 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 November 15,
1998, will be entitled to notice of, and to vote at, the meeting or any
adjournments thereof.
If you cannot personally attend the meeting, it is requested that you
promptly fill in, sign, and return the proxy submitted to you herewith.
By order of the Board of Directors
Dated: November 30, 1998
<PAGE>
HEALTHRITE INC.
PROXY STATEMENT
This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of HealthRite Inc., a Delaware
corporation (the "Company"), to be voted at the Annual Meeting of Stockholders
(the "Meeting") scheduled to be held at The Army-Navy Club at Farragut Square,
901 17th Street, N.W., Washington, D.C., 20006-2503, 2nd Floor, Pershing Room on
Thursday, December 17, 1998, at 1:00 P.M., Eastern Time, and at any adjournments
thereof.
Only stockholders of record as of the close of business on November 15,
1998, are entitled to notice of and to vote at the Meeting or any adjournment
thereof. On that date, the Company had outstanding 5,345,251 shares of Common
Stock, par value $.01 per share (the "Common Stock"). The presence in person or
by proxy of the holders of a majority of such shares shall constitute a quorum
for the transaction of business at the Meeting. Each share is entitled to one
vote.
Each form of proxy which is properly executed and returned to the Company
will be voted in accordance with the directions specified thereon, or, if no
directions are specified, will be voted (i) for the election as Directors of the
persons named herein under the caption "Election of Directors," (ii) for the
approval of the appointment of Richard A. Eisner & Co. as the Company's
independent auditors for the fiscal year ending December 31, 1999. Any
stockholder giving a proxy may revoke it at any time before it is exercised.
Such revocation may be effected by voting in person or by proxy at the Meeting,
by returning to the Company prior to the Meeting a proxy bearing a later date,
or by otherwise notifying the Secretary of the company in writing prior to the
Meeting.
The Company's executive offices are at 11445 Cronhill Drive, Owings
Mills, Maryland 21117 and its telephone number is (410) 581-8030. This proxy
statement and the accompanying proxy are first being distributed to the
stockholders of the Company on or about November 30, 1998.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth as of September 30, 1998, information
concerning the ownership of Common Stock by the only persons which to the
Company's knowledge own beneficially more than 5% of the outstanding shares of
Common Stock, and by all executive officers and Directors of the Company as a
group:
SHARES BENEFICIALLY % OF
NAME AND ADDRESS OWNED AS OF 10/31/98 OUTSTANDING
- ---------------- -------------------- -----------
Bradley T. MacDonald 1,365,049(2) 25.54%
Warren H. Haber 644,000 12.05%
John L. Teeger 440,625 8.24%
Pure World, Inc. 400,000(3)(4) 7.54%
Executive officers and
Directors as a group
(8 persons) 2,162,156(1)(2) 40.45%
- ---------
(1) See applicable note to table of stock ownership contained in "Security
Ownership of Directors and Executive Officers."
(2) On July 24, 1998, HealthRite, Inc. closed a Private Placement Offering of
880,000 shares of its common stock (the "Offering"). The Company retains
the voting rights of the shares sold in the Offering for a period of two
years. By virtue of the Company's retention of the voting rights, Bradley
T. MacDonald, as the Chairman of the Board of the Company becomes the
beneficial owner of the 880,000 shares for the two year period for which
the Company retains the voting rights.
(3) Mr. John W. Galuchie, Jr., a nominee for the Board of Directors is the
Executive Vice-President of Pure World, Inc.
(4) These shares were purchased as part of the Offering and have no voting
rights for a period of two years from date of purchase.
ELECTION OF DIRECTORS
The Board of Directors recommends the election of the ten nominees for
Director listed below. In April, 1998 Mr. David Panasci resigned as a member of
the Board of Directors and the Reverend Donald F. Reilly was elected to serve
2
<PAGE>
Mr. Panasci's remaining term. The Board, by authority set forth in the Company's
bylaws, increased the number of Directors from eight to nine Directors and Mr.
Randall Rueb, the Company's Chief Financial Officer was elected to the Board of
Directors to fill the newly created vacancy. The Directors to be elected are to
hold office until the next Annual Meeting of Stockholders and until their
respective successors are elected and shall have qualified. If for any reason
any of said nominees shall become unavailable for election, proxies will be
voted for a substitute nominee designed by the Board, but the Board has no
reason to believe that this will occur. Directors of the Company are elected by
a plurality of the votes cast at a meeting of Stockholders.
INFORMATION CONCERNING NOMINEES
The name and age of each nominee and the year he became a Director of the
Company, according to information furnished by each, is as follows:
FIRST
BECAME A
NAME AGE DIRECTOR
- ---- --- --------
Bradley T. MacDonald* 51 1998
Reed Vordenberg 48 1998
Randall Rueb 52 1998
Charles Walgreen, Sr. 38 1998
Ronald A. Hauge* 52 1998
Donald M. Green* 43 1998
Beverly Valore 56 1998
Donald F. Reilly 51 1998
John W. Galuchie, Jr. 45 --
Michael C. MacDonald 45 --
- -----------------
* Member of the Executive Committee.
Bradley T. MacDonald became Chairman of the Board and Chief Executive
Officer of HealthRite on January 23, 1998. Prior to joining the Company, he was
appointed as Program Director of the U.S. Olympic Coin Program of the Atlanta
Centennial Olympic Games. Mr. MacDonald previously was employed by the Company
as its Chief Executive Officer from September, 1996 to August, 1997. From 1991
3
<PAGE>
through 1994, Mr. MacDonald was Deputy Director and Chief Financial Officer of
the Retail, Food and Hospitality and Recreation Business for the United States
Marine Corps. Prior thereto, Mr. MacDonald served as President of Pennsylvania
Optical Co., Pangburn Candy Co., and Chief Financial Officer of Begley Drug
Stores.
Reed Vordenberg, President, joined the Company in January, 1998. He is
the founder and President of Vordenberg Marketing, Inc. ("VMI"), a private label
sales and marketing consulting company. VMI has provided marketing, consulting,
sourcing, advertising, package design and quality assurance assistance to
companies such as Heinz, Starkist, Ore Ida Potatoes, Jergens, Marketing
Corporation of America, and many retailer brands. VMI has developed complete
private label programs for several major retailers covering 2,500 items and ten
different labels.
Charles Richard Walgreen, Sr., Executive Vice President, Business
Development joined the Company in January, 1998. He was the President and Chief
Executive Officer of Walgreen Asset Group, a holding company which owns and
operates a diverse group of companies. Mr. Walgreen and his family are major
shareholders of the Walgreen Company, one of America's largest drugstore
retailer with over 2,000 locations. Prior to becoming President of Walgreen
Asset Group, he was an executive in the marketing/purchasing department of
Walgreen Company with responsibility for purchasing over-the-counter consumer
products.
David H. Green, a Director, was the Chairman and Chief Executive Officer
of Southwest Supermarkets, LLC, a supermarket chain based in Phoenix, Arizona
with 42 stores in Arizona, California and Texas. He has over 25 years of
experience in the supermarket and drug store industry and has been President of
two other supermarket chain, Ralph's and Smitty's, prior to joining Southwest
Supermarkets.
Ronald O. Hauge, a Director, was the founder of Montana Naturals Int'l,
Inc. and has over 13 years of experience in the health foods industry. As
President of Montana Naturals Internationals, Inc., from 1982 until the merger
with HealthRite, Inc., he was responsible for product development, including the
popular Pure Energy(R) line, as well as marketing and growing Montana Naturals'
sales to $4 million with international distribution of its products.
4
<PAGE>
Reverend Donald Francis Reilly, O.S.A., holds a Doctorate in Ministry
(Counseling) from New York Theological and an M.A. from Washington Theological
Union as well as a B.A. from Villanova University. Reverend Don Reilly was
ordained a priest in 1974. His assignments included Associate Pastor, pastor at
St. Denis, Havertown, Pennsylvania, Professor at Villanova University, Personnel
Director of the Augustinian Province of St. Thomas of Villanova, Provincial
Councilor, Founder of SILOAM Ministries where he ministers and counsels HIV/AIDS
patients and caregivers. He is currently on the Board of Directors of Villanova
University, is President of the board of "Bird Nest" in Philadelphia,
Pennsylvania and is a Board Member of Prayer Power.
Beverly L. Valore, Esquire, a Director, is the principal of Valore
Chartered Law Offices in Linwood, New Jersey. She has acquired management and
technology expertise in operating the business side of law for the past 10
years. Her primary practice area is drug product liability law.
Randall Rueb, Chief Financial Officer joined the Company in January,
1998. He was formerly the CFO of Smoot Lumber Company, Treasurer and Director of
Bill Jackson Rig Co., Inc. and Schell Crane and Rigging, Inc., and is an
experienced financial systems consultant. He modernized computer systems for the
United States Marine Corps Exchange System.
Michael C. MacDonald is a corporate officer, the Senior Vice President of
Operations Support and Chief of Staff for U.S. Customer Operations for the Xerox
Corporation. Mr. MacDonald's former positions at Xerox Corporation include
executive positions in the sales and marketing areas. He is currently on the
board of Trustees of Rutgers University. Mr. MacDonald is the brother of Bradley
T. MacDonald, the CEO of the Company.
John W. Galuchie, Jr. has held directorships and executive positions as
follows: (i) President of T.R. Winston, Inc., an investment firm, since 1990 and
a director of that firm since 1989; (ii) President and director of Cortech,
Inc., a biopharmaceutical company, since 1998; (iii) Executive Vice President of
Pure World, Inc. since 1988, and director from 1990 to 1994; (iv) Vice President
and director of Sun Equities Corporation; (v) Vice President, Treasurer and
director of American Metals Service, Inc., since 1992; (vi) Director of Crown
North Corp., Inc., an asset management company from 1992 until 1996; and (vii)
Director of Kent Financial Services, Inc., from 1989 to 1993, as well as holding
5
<PAGE>
various executive positions within the corporation. Mr. Galuchie is a Certified
Public Accountant.
MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 1997 ("Fiscal 1997"), the Board
of Directors held three meetings, including those in which matters were adopted
by unanimous written consent. The Board has an Audit Committee, an Executive
Committee, a Compensation Committee and a Nominating Committee.
The Audit Committee of the Board of Directors consists of Messrs. Reilly,
and Ms. Valore. It held one meeting during Fiscal 1997. The duties and
responsibilities of the Audit Committee include, among other things, review of
the Company's financial statements, consideration of the nature and scope of the
work to be performed by the Company's independent auditors, discussion of the
results of such work, the receipt from such auditors of their letters to
management which evaluate (as part of their annual audit of the Company's
financial statements) the internal accounting control systems of the Company and
meeting with representatives of management to discuss particular areas of the
Company's operations.
Messrs. MacDonald, Green, and Hauge are members of the Executive
Committee. The Committee meets periodically during the year to develop and
review strategic operational and management policies for the Company. The
Committee held two meetings during fiscal year 1997.
The Compensation Committee of the Board of Directors held two meetings
during fiscal year 1996. Messrs. Hauge and Green are the current members of the
Committee. The principal duty of the Committee is the review and determination
of the executive officers' compensation program and the administration of the
Company's 1993 Stock Option Plan (the "1993 Plan").
The members of the Nominating Committee are Mr. Reilly and Ms. Valore.
The Committee held one meeting during fiscal year 1997.
DIRECTORS' COMPENSATION
The Company pays a fee of $300 for each meeting attended by its Directors
who are not executive officers. It reimburses those who are not employees of the
6
<PAGE>
Company for their expenses incurred in attending meetings. See "Executive
Compensation -- Stock Options" for stock options granted under the 1993 Plan to
the Directors.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules of the Securities and Exchange Commission (the "Commission")
thereunder require the Company's Directors and officers, and any person who owns
more than ten percent of the Company's Common Stock (collectively, "Reporting
Persons"), to file reports of their ownership and changes in ownership of Common
Stock with the Commission. Reporting Persons are also required to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely upon a review of copies of such reports furnished to the
Company, and written representations that certain reports were not required, the
Company believes that all of its Reporting Persons filed on a timely basis all
reports required by Section 16(a) of the Exchange Act during or with respect to
the year ended December 31, 1997.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information as to the compensation of the
Chief Executive Officer of the Company and each other executive officer who
received compensation in excess of $100,000 for 1997, 1996 and 1995.
Long-Term
ANNUAL COMPENSATION Compensation
--------------------------------- Awards
Salary(1) Bonus Stock Options
Name Year ($) ($) Other No. of Shares
- ---- ---- --------- ------ ----- -------------
Warren H. Haber 1997 (1) (1) (1)
1996 (1) (1) (1) --
1995 (1) (1) (1) --
Bradley MacDonald(2) 1997 170,000 -- -- --
1996 170,000 $8,000 -- 100,000
John L. Teeger 1997 (1) (1) (1)
1996 (1) (1) (1)
1995 (1) (1) (1)
Robert Pugaczewski(3) 1996 117,401 -- -- 20,000
1995 105,000 -- -- --
7
<PAGE>
- ---------
(1) For years 1997, 1996, and 1995 the services of Messrs. Haber and Teeger
were provided pursuant to the Company's agreement with Founders
Management Services, Inc. The agreement provided that Founders
Management Services, Inc. would be paid $10,000 per month for
consulting services rendered by Mr. Haber and Mr. Teeger.
(2) Mr. MacDonald's 1996 compensation includes moving allowances. His
annual base salary was $170,000. In January 1997, Mr. MacDonald
received 4,000 shares of Common Stock as a bonus. The options received
in 1996 were canceled in 1997.
(3) Mr. Pugaczewski had been President of Jason Pharmaceuticals, Inc. in
1994 prior to its acquisition by the Company and resigned as an officer
in November 1996; the options subsequently expired.
STOCK OPTIONS
The Company's 1993 Plan, as amended in July 1995 and again in December
1997, authorizes the issuance of options for 700,000 shares of Common Stock.
As of October 31, 1998, options to purchase 65,000 shares had been
exercised and there were outstanding options to purchase an aggregate of 500,000
shares of Common Stock.
On October 12, 1995, the Company amended outstanding options to purchase
an aggregate of 160,000 shares of Common Stock of which 5,000 were exercisable
at $5.25 per share, 20,000 at $5.00 per share, 25,000 at $4.50 per share (held
by Mr. Datsopolous, a former Director) and 110,000 at $3.00 per share (including
20,000 held by Mr. Robert Pugaczewski, a former officer who resigned in November
1996), by reducing the exercise price to $2.00 per share, the market price on
the date of the amendment. The Board of Directors and Stock Option Committee
amended the options to reinstate the incentive or potential reward to the
holders of the stock options which it intended to provide at the higher exercise
prices.
8
<PAGE>
The following table sets forth pertinent information as of November 15,
1998 with respect to options granted under the Plan since the inception of the
Plan to the persons set forth under the Summary Compensation Table, all current
executive officers as a group, all current Directors who are not executive
officers as a group and all employees of the Company.
<TABLE>
<CAPTION>
ALL
CURRENT ALL CURRENT
EXECUTIVE NON-EMPLOYEE
WARREN H. BRADLEY T. ROBERT OFFICERS DIRECTORS
HABER MACDONALD PUGACZEWSKI AS A GROUP AS A GROUP
--------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Options granted -- 200,000 20,000(1) 420,000 80,000
Average exercise
price -- $1.50 $2.00 $1.50 $1.51
Options exercised -- -- -- -- --
Average exercise
price -- -- -- -- --
Shares sold -- -- -- -- --
Options
unexercised as
of 11/15/98 -- 200,000 -- 420,000 80,000
</TABLE>
- ------------
(1) Subsequently canceled.
In December 1994 options to purchase 65,000 shares at a price of $2.00
per share were exercised by a former Chief Operating Officer of the Company. At
the time of the exercise, the aggregate market value of the shares in excess of
the exercise price was $186,875. He resigned in April 1995 and subsequently sold
the 65,000 shares.
The following table provides information as to the value of the
unexercised options held by the persons named in the Summary Compensation Table
who are optionholders as of November 15, 1998 measured in terms of the closing
bid price of the Company's Common Stock on such date:
9
<PAGE>
NUMBER OF SHARES VALUE OF UNEXER-
UNDERLYING UNEXER- CISED IN THE MONEY
CISED OPTIONS AS OPTIONS ON
OF 10/31/98 10/31/98*
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
----------------- -----------------
Bradley T. MacDonald 133,333/66,667 $133,333/$66,667
- ---------
* On November 15, 1998 (there were no sales reported on November 15,
1998) the closing bid price was $2.50 on the Nasdaq SmallCap Stock
Market.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information with respect to the beneficial
ownership of shares of Common Stock as of October 31, 1998 of the Chief
Executive officer, each Director, each nominee for Director, each current
executive officer named in the Summary Compensation Table under "Executive
Compensation" and all executive officers and Directors as a group. The number of
shares beneficially owned is determined under the rules of the Securities and
Exchange Commission and the information is not necessarily indicative of
beneficial ownership for any other person. Under such rules, "beneficial
ownership" includes shares as to which the undersigned has sole or shared voting
power or investment power and shares which the undersigned has the right to
acquire within 60 days of November 15, 1998 through the exercise of any stock
option or other right. Unless otherwise indicated, the named person has sole
investment and voting power with respect to the shares set forth in the table.
SHARES BENEFICIALLY % OF
NAME AND ADDRESS* OWNED AS OF 10/31/98 OUTSTANDING
- ----------------- -------------------- -----------
Bradley T. MacDonald 1,365,049(1) 25.54%
Reed Vordenberg 127,043(2) 2.38%
Randall Rueb 62,000(3) 1.16%
Charles Walgreen, Sr. 139,064(4) 2.60%
Ronald Hauge 210,000(5) 3.93%
David M. Green 132,000(6) 2.47%
Beverly Valore 44,000(7) **
Donald F. Reilly 20,000(8) **
Executive officers and
Directors as a group
(8 persons) 2,162,156 40.45%
10
<PAGE>
- ------------
* The address is c/o HealthRite, Inc., 11445 Cronhill Drive,
Owings Mills, Maryland 21117
(1) Includes 133,333 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days and 880,000 shares, sold in a Private Placement by the Company in
July, 1998 in which Bradley T. MacDonald as Chairman of the Board of
the Company retains the voting rights thereof for a period of two years
as per the terms of the Offering.
(2) Includes 66,666 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days.
(3) Includes 33,333 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days.
(4) Includes 46,666 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days.
(5) Includes 20,000 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days.
(6) Includes 20,000 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days.
(7) Includes 20,000 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days.
(8) Includes 20,000 shares issuable upon exercise of options, which by
their terms are currently exercisable or become exercisable within 60
days.
11
<PAGE>
ANNUAL REPORT
The Annual Report of the Company to the stockholders for the year ended
December 31, 1997, including financial statements, has been previously mailed to
stockholders.
On written request, the Company will provide without charge to each
record or beneficial holder of the Common Stock as of November 15, 1998, a copy
of the Company's Annual Report on Form 10-KSB for the year ended December 31,
1997, as filed with the Securities and Exchange Commission. Requests should be
addressed to Randall Rueb, c/o HealthRite, Inc., 11445 Cronhill Drive, Owings
Mills, Maryland 21117
PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition
to the use of the mails, proxies may be solicited, personally or by telephone or
telegraph, by officers, Directors and regular employees of the Company, who will
not be specially compensated for this purpose. The Company will also request
record holders of Common Stock who are securities brokers, custodians, nominees
and fiduciaries to forward soliciting material to the beneficial owners of such
stock, and will reimburse such brokers, custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses in forwarding soliciting material.
INDEPENDENT PUBLIC ACCOUNTANTS
Richard A. Eisner & Company, L.L.P., certified public accountants, which
has audited the Company's financial statements as of December 31, 1997 and for
the year then ended, has been selected by management to audit the Company's
financial statements for the current fiscal year. A representative of that firm
is expected to be present or available by telephone at the Meeting with an
opportunity to make a statement to the stockholders if he desires to do so, and
will respond to appropriate questions.
OTHER MATTERS
The Company is unaware of any matters, above, which will be brought
before the Meeting other matters properly come before the Meeting, persons named
in the accompanying form of proxy accordance with their judgment on such
matters.
12
<PAGE>
Any proposals intended to be presented at the Meeting of Stockholders to
be held in 1999 must be received by the Company for inclusion in the Company's
proxy material no later than August 18, 1999.
It is important that your proxy be returned promptly no matter how small
or large your holding may be. Stockholders who do not expect to attend in person
are urged to execute and return the enclosed form of proxy.
13
<PAGE>
PROXY
HEALTHRITE INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Bradley T. MacDonald with full power of
substitution, as attorneys for and in the name, place and stead of the
undersigned, to vote all the shares of the common stock of HEALTHRITE INC.,
owned or entitled to be voted by the undersigned as of the record date, at the
Annual Meeting of Stockholders of said Company scheduled to be held at The
Army-Navy Club at Farragut Square, 901 17th Street, N.W., Washington, D.C.,
20006-2503, in the Pershing Room on Thursday, December 17, 1998 at 1:00 P.M.
(Eastern Time) or at any adjournment or adjournments of said meeting, on the
following proposals as indicated.
1. ELECTION OF TEN DIRECTORS.
[ ] FOR all nominees (except as [ ] WITHHOLD
marked to the contrary below)
Bradley T. MacDonald, Reed Vordenberg, Randall Rueb, Charles Walgreen, Sr.,
Ronald Hauge, David M. Green, Beverly Valore, Donald F. Reilly, John W.
Galuchie, Jr., Michael C. MacDonald.
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space
provided below.
2. To approve the appointment of Richard A. Eisner & Company as the
Company's independent auditors for the fiscal year ending December 31,
1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
(Please date and sign on reverse side)
<PAGE>
This proxy if properly executed and returned will be voted in
accordance with the directions specified hereof. If no directions are
specified, this proxy will be voted FOR the election of the Directors
named above or their substitutes as designated by the Board of
Directors and the proposal to amend the Stock Option Plan.
Dated:
---------------------------
---------------------------------
Signature of Stockholder
---------------------------------
Signature of Co-holder (if any)
Please sign exactly as your name appears hereon and date. Joint owners
should each sign. Trustees and fiduciaries should indicate the capacity
in which they are signing.
