SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
AQUA CARE SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
AQUA CARE SYSTEMS, INC.
(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 the 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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>
AQUA CARE SYSTEMS, INC.
11820 N.W. 37TH STREET
CORAL SPRINGS, FL 33065
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 30, 1999
TO THE STOCKHOLDERS OF AQUA CARE SYSTEMS, INC.
Notice is hereby given that the Annual Meeting of Stockholders of Aqua
Care Systems, Inc., a Delaware Corporation, (the "Company"), will be held in the
Causeway One Room of the Embassy Suites Hotel, 1100 S.E. 17th Street Causeway,
Ft. Lauderdale, Florida 33319, on Friday, July 30, 1999, at 10:00 a.m., E.D.T.,
for the following purposes:
1. To elect five directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified.
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on June 4, 1999,
are entitled to notice of, and to vote at, the Annual Meeting and any
postponement or adjournment thereof.
IF YOU CANNOT ATTEND THE ANNUAL MEETING IN PERSON, PLEASE DATE AND
EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY TO THE COMPANY. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU
DESIRE TO DO SO, BUT ATTENDANCE AT THE ANNUAL MEETING DOES NOT OF ITSELF SERVE
TO REVOKE YOUR PROXY.
Coral Springs, Florida NORMAN J. HOSKIN
June 4, 1999 Secretary
<PAGE>
AQUA CARE SYSTEMS, INC.
11820 N.W. 37TH STREET
CORAL SPRINGS, FL 33065
(954) 796-3338
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 30, 1999
This Proxy Statement and the accompanying Proxy Card are furnished to
the holders of Common Stock, par value $.001 per share, of Aqua Care Systems,
Inc., (the "Company"), in connection with the solicitation of proxies by and on
behalf of the Board of Directors of the Company for use at the Annual Meeting of
Stockholders, (the "Annual Meeting"), to be held at 10:00 a.m. on Friday, July
30, 1999, at the Causeway One Room of the Embassy Suites Hotel, 1100 S.E. 17th
Street Causeway, Ft. Lauderdale, FL 33319, or any adjournment thereof. Any such
Proxy may be revoked by a stockholder at any time before it is exercised by
either giving written notice of such revocation to the Secretary of the Company
or submitting a later-dated Proxy to the Company prior to the Annual Meeting. A
stockholder attending the Annual Meeting may revoke his Proxy and vote in person
if such stockholder desires to do so, but attendance at the Annual Meeting will
not of itself revoke the Proxy.
Proxy materials will be mailed on or about June 28, 1999 to all
stockholders of record of the Company as of June 4, 1999, (the "Record Date").
Solicitation may be made by mail, telephone or telegram by the officers or
regular employees of the Company, who will receive no additional compensation
therefor. Arrangements will also be made with brokerage firms, custodians,
nominees and fiduciaries for the forwarding of proxy materials to the beneficial
owners of common stock held of record by such persons, and the Company will
reimburse such brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection therewith. The
entire expense of solicitation, including the cost of preparing, assembling and
mailing the proxy materials, will be borne by the Company.
The purpose of the Annual Meeting of Stockholders is to elect a Board
of Directors to serve until the next annual meeting of stockholders. The Company
is not aware at this time of any other matters that will come before the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons designated as proxies to vote in accordance with the
recommendation of the Board of Directors on such matters. Shares represented by
executed and unrevoked Proxies will be voted in accordance with instructions
contained therein or, in the absence of such instructions, in accordance with
the recommendations of the Board of Directors.
As to all matters that may come before the Annual Meeting, each
stockholder will be entitled to one vote for each share of Common Stock of the
Company held by such shareholder at the close of business on the Record Date.
The holders of a majority of the shares of Common Stock of the Company present
in person or by proxy and entitled to vote will constitute a quorum at the
Annual Meeting. Abstentions and broker non-votes will be counted for purposes of
determining the presence of a quorum. On the Record Date, there were 2,852,460
shares of Common Stock issued and outstanding.
The Board of Directors has designated William K. Mackey as proxy to
vote the shares of Common Stock solicited on its behalf.
- 1 -
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
The Board of Directors currently consists of four directors. Directors
are elected to serve until the next annual meeting of stockholders and until
their successors shall have been duly elected and qualified until their earlier
death, resignation or removal. Each of the nominees named below, except Peter C.
Rossi, has served as a director since the last annual meeting. In the event any
of the nominees shall be unable to serve as a director, it is the intention of
the persons designated as proxies to vote for substitutes selected by the Board
of Directors. The Board of Directors of the Company has no reason to believe
that any of the nominees named below will be unable to serve if elected.
William K. Mackey, age 48, has served as a director of the
Company since July 1993. Mr. Mackey was elected Chairman of the Board,
President, Chief Executive Officer and Treasurer of the Company in May
1995. From June 1993 to May 1995, he was a private investor and an
independent management consultant to several public and private
companies. From August 1989 to May 1993, Mr. Mackey served as a
director of Infonow Corporation, a publicly-held software distribution
company. From March 1991 to November 1992, Mr. Mackey served as
President and a director of Docucon, Incorporated, a publicly-held
company engaged in the document conversion business.
Norman J. Hoskin, age 64, currently serves as the Secretary
and has served as a director of the Company since June 1995. He has
acted as Chairman of Atlantic Capital Group, a venture capital company
based in Boca Raton, Florida, since 1989. Mr. Hoskin previously served
as Senior Vice President of Rentar Industries, a large transportation,
warehousing and banking conglomerate, and currently sits on the Boards
of Directors of Consolidated Technologies, Trinitech Systems, JHS
Group, Expandez Canada International Ltd./Shanghai, P.R.C. and JF
Hotels of Florida.
James P. Cefaratti, age 56, has been a director of the Company
since January 1992. Since December 1998, he has been a private
investor. Mr. Cefaratti served as President and Chief Operating Officer
of Amedisys, Inc., a home health care and nursing company, from
November 1997 to December 1998. From January 1997 to November 1997, he
was a private investor. From June 1995 to December 1996, Mr. Cefaratti
was President of Globalvision, Inc., a provider of laser radial
keratotomy. From July 1993 until June 1995, he was a private investor.
He served as President, CEO and director of Home Intensive Care, Inc.,
a home infusion and dialysis company, from December 1989 to June 1993.
David K. Lucas, age 59, has been a director of the Company
since September 1997. He has performed sales and marketing consulting
for various entities within the water filtration and waste water
treatment industries since 1988. From 1982 to 1988, Mr. Lucas served as
the Vice President of Sales and Marketing of JWI, Inc., a filter press
equipment manufacturing company. He was employed in the capacity of
Corporate Marketing Manager of Parkson Corporation, a manufacturer of
water pollution control capital equipment products, from 1973 to 1981.
Lucas has also occupied various positions in sales management and
application engineering with Autotrol Corporation and Allis-Chalmers
from 1968 through 1973.
- 2 -
<PAGE>
Peter C. Rossi, age 50, is not currently serving as a
director. He has been employed by Bloomingdale Properties, Inc., an
investing company, since 1983, having served as its Treasurer since
1985. From 1979 to 1983, Mr. Rossi was a Manager at the accounting firm
of Deloitte and Touche. Rossi is a Certified Public Accountant and has
been a member of the American Institute of Certified Public Accountants
since 1981. (See "Principal Stockholders" on Page 6 for further
information.)
DIRECTOR COMPENSATION
Each director of the Company is currently remunerated at the rate of
$1,250 per month. In addition, each director is granted options under the terms
of the 1994 Outside Directors' Stock Option Plan, (the "Outside Directors'
Plan"), to purchase 2,500 shares of Common Stock on the last business day of the
year preceding the first Board of Directors meeting of each new calendar year at
the then current bid price, subsequent to serving one full calendar year as a
director. Such options are exercisable over the subsequent ten years and fully
vest over a one-year period from the date of grant. During 1998, options to
purchase 70,000 shares of Common Stock were granted to outside directors at
exercise prices ranging from $1.19 to $1.64 per share. Additionally, 12,500
options to purchase Common Stock issued pursuant to the above noted Outside
Directors' Plan, were cancelled during 1998. As of December 31, 1998, options to
purchase 140,000 shares at exercise prices ranging from $1.19 to $20.00 per
share were outstanding.
MANAGEMENT MATTERS
There are no arrangements nor understandings known to the Company
between any of the directors, nominees for director or the executive officer of
the Company and any other person pursuant to which any such person was elected
as a director or an executive officer, except the Employment Agreement between
the Company and William K. Mackey, described under "Executive Compensation and
Other Information -- Employment Agreement" in this Proxy Statement. There are no
family relationships between any directors, nominees for director nor the
executive officer of the Company. The Board of Directors of the Company held a
total of four meetings during 1998. All directors attended such meetings.
The Board of Directors of the Company has standing audit, nominating
and compensation committees. The Audit Committee of the Board is responsible for
reviewing all reports from the Company's auditors and monitoring internal
controls. During 1998, the Audit Committee consisted of Messrs. Hoskin,
Cefaratti and Lucas. The Audit Committee held one meeting during 1998. All
members attended such meeting. The Nominating Committee, which nominates the
persons the Board of Directors puts forward each year to be elected as directors
of the Company, consisted of Messrs. Mackey and Hoskin during 1998. The
Nominating Committee met once during 1998. Both members attended such meeting.
The Nominating Committee has not established specific procedures for the
consideration of nominees recommended by security holders, however, any such
nominations made by a stockholder in accordance with the Certificate of
Incorporation and Bylaws of the Company and applicable law, would be considered
by the Company. The Compensation Committee, which consisted of Messrs. Hoskin,
Cefaratti and Lucas during 1998, is responsible for reviewing and making
recommendations with respect to the Company's compensation program. The
Compensation Committee held one meeting during 1998. All members attended such
meeting.
- 3 -
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than 10%
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and beneficial owners of more than 10% of the Company's
Common Stock are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms that they file. Based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports on Form 5 were required, the Company
believes that all of its officers, directors and greater-than-10% beneficial
owners complied with all Section 16(a) filing requirements applicable to them
during 1998.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR" THE
ELECTION OF ALL THE NOMINEES
The five nominees receiving the greatest number of affirmative votes of
the shares of Common Stock represented at the Annual Meeting will be elected as
directors. Stockholders are not entitled to cumulate their votes for the
election of directors. Proxies received by the Board of Directors will be so
voted in favor of all nominees above, unless stockholders specify a contrary
choice in their proxies.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth information for the years ended December
31, 1998, 1997 and 1996, representing compensation earned by the Chief Executive
Officer of the Company as of the end of the fiscal year 1998, (the "Named
Executive Officer"), in all capacities in which he served.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
INCENTIVE OTHER ANNUAL NUMBER OF
NAME AND PRINCIPAL POSITIONS YEAR SALARY COMPENSATION COMPENSATION OPTIONS GRANTED
- ---------------------------- ---- ------ ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C>
William K. Mackey 1998 $155,000 $86,800(1) $7,200(2) 100,000(3)
Chairman of the Board, President, 1997 $160,962 -- $7,200(2) 150,000(3)
Chief Executive Officer and Treasurer 1996 $147,250 -- $4,200(2) 12,500(3)
</TABLE>
- -----------------------------
(1) Represents a bonus earned based upon parameters set forth in the Named
Executive's Employment Agreement.
(2) Represents a monthly auto expense allowance of $600 for all of 1998 and 1997
and for the period from June through December, 1996.
(3) Adjusted for the one for four reverse split effected on February 10, 1998.
- 4 -
<PAGE>
STOCK OPTION GRANTS IN 1998
The following table contains information concerning the grant of stock
options to the Named Executive Officer in 1998:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------------------------------------
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO EMPLOYEES EXERCISE PRICE EXPIRATION
NAME UNDERLYING OPTIONS GRANTED IN FISCAL YEAR PER SHARE DATE
---- -------------------------- -------------------- -------------- ----------
<S> <C> <C> <C> <C>
William K. Mackey 100,000(1) 49.9% $1.75(1) January 23, 2008
</TABLE>
- -----------------------------
(1) Adjusted for the one for four reverse split effected on February 10, 1998.
STOCK OPTION EXERCISES IN 1998 AND OPTION VALUES AT DECEMBER 31, 1998
The following table provides information with respect to options
exercised by the Named Executive Officer during 1998 and the number and value of
securities underlying unexercised options held by the Named Executive Officer at
December 31, 1998:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT DECEMBER 31, 1998 AT DECEMBER 31, 1998
ACQUIRED VALUE ---------------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William K. Mackey -- -- 173,333(1) 179,167(1) -- --
</TABLE>
- -----------------------------
(1) Adjusted for the one for four reverse split effected on February 10, 1998.
EMPLOYMENT AGREEMENT
On August 7, 1997, the Company entered into a five-year employment
agreement with William K. Mackey, Chairman of the Board, President and Chief
Executive Officer and Treasurer. The Agreement provides for an annual base
salary of $155,000, plus a bonus, if any, as determined by the Board of
Directors. The employment agreement entitles Mr. Mackey to terminate the
agreement in the event of a change of control of the Company and receive
severance payments equal to the greater of the base salary due for the remaining
term of the employment agreement or an amount equal to three times the sum of
his base salary then in effect, and any bonus paid to him within the previous
twelve months. If Mr. Mackey is terminated without cause, he is entitled to
receive a severance payment equal to the greater of the remaining base salary
payments due for the remaining term of the employment agreement or one year's
base salary. If Mr. Mackey terminates the employment agreement because of a
material default by the Company, he is entitled to receive a severance payment
equal to the greater of the base salary payments due under the remaining term of
the employment agreement or three times the sum of the base salary then in
effect and his last bonus.
The above-described employment agreement contains certain
non-disclosure and non-compete provisions.
- 5 -
<PAGE>
OUTSIDE DIRECTORS' PLAN AND PERFORMANCE EQUITY PLAN
At December 31, 1998, the Company has two stock option plans, which are
described below.
OUTSIDE DIRECTORS' PLAN. The Company's shareholders have adopted the
1994 Outside Directors' Stock Option Plan for the Company's Directors who are
not employees or officers of the Company or its subsidiaries, ("Eligible
Directors"), rendering advisory service to the Board of Directors. The Outside
Directors' Plan has reserved an aggregate of 400,000 shares of Common Stock and
provides for the grant of non-qualified stock options which have an exercise
period extending for ten years from the date of the grant. The purchase price of
the shares of Common Stock covered by each option granted under the Outside
Directors' Plan is the fair market value of the shares as of the date of grant.
Each Eligible Director who is newly-elected is granted an option to purchase not
less than 2,500 and not more than 12,500 shares of the Common Stock of the
Company on the date such director is initially elected or otherwise selected to
the Board of Directors. The exact amount is determined by the directors serving
prior to the effective date of the Outside Directors' Plan. All Eligible
Directors (including those serving on the Board of Directors prior to the
effective date of the Outside Directors' Plan) are granted options to purchase
2,500 shares of the Common Stock of the Company on each December 31, if such
Eligible Director has completed a full year of service as a member of the Board
of Directors of the Company.
PERFORMANCE EQUITY PLAN. On May 13, 1991, the Company's stockholders
adopted the 1991 Performance Equity Plan, (the "Performance Equity Plan"). There
are 2,000,000 shares of Common Stock reserved pursuant to the Performance Equity
Plan. The Performance Equity Plan authorizes the grant of incentive awards which
may consist of stock options, restricted stock awards, deferred stock awards,
stock appreciation rights and other stock-based awards. The Performance Equity
Plan expires at the close of business on May 13, 2001, unless sooner terminated;
provided however that all awards previously granted shall remain outstanding for
the respective terms of such awards. Officers, directors, and other key
employees and prospective employees and consultants and independent contractors
who perform services for the Company or any of its subsidiaries, (but excluding
members of the stock option committee and any person who serves as a director
only), are eligible to receive awards under the Plan. The Performance Equity
Plan is administered by the Board of Directors or the Compensation and Stock
Option Committee appointed by the Board of Directors, which determines the
persons to whom awards will be granted, the number of awards to be granted and
the specific terms of each grant, subject to the provisions of the Performance
Equity Plan.
OUTSTANDING AWARDS. Options to purchase an aggregate of 640,350 shares
have been granted and are outstanding as of June 4, 1999, under the Outside
Directors' Plan and Performance Equity Plan as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES OPTION PRICE RANGE
---------------- ------------------
<S> <C> <C>
Outstanding at January 1, 1998 493,958 $1.64 - $20.00
Granted 200,450 $1.19 - $1.75
Cancelled (81,808) $1.64 - $8.00
-------
Outstanding at December 31, 1998 612,600 $1.19 - $20.00
Granted 34,900 $1.00
Cancelled (7,150) $1.64 - $1.75
-------
Outstanding at June 4, 1999 640,350 $1.00 - $20.00
=======
</TABLE>
At December 31, 1998, 315,259 options with an average option price of
$4.86 were exercisable.
- 6 -
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information as to the number of shares
of Common Stock beneficially owned as of June 4, 1999, by (i) each person who is
believed by the Company to be a beneficial owner of more than 5% of the
outstanding Common Stock of the Company; (ii) each director of the Company;
(iii) the Named Executive Officer; and (iv) all directors and executive officers
of the Company as a group. Beneficial ownership has been determined in
accordance with the rules promulgated under Section 13(d) of the Securities and
Exchange Act of 1934. All shares of Common Stock are owned both of record and
beneficially unless otherwise indicated.
<TABLE>
<CAPTION>
=======================================================================================================================
NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(2) OWNED(3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William K. Mackey(4) 294,667 9.4%
- -----------------------------------------------------------------------------------------------------------------------
Norman J. Hoskin(5) 27,250 1.0%
- -----------------------------------------------------------------------------------------------------------------------
James P. Cefaratti(6) 31,250 1.1%
- -----------------------------------------------------------------------------------------------------------------------
David K. Lucas(7) 10,000 *
- -----------------------------------------------------------------------------------------------------------------------
Aqua Care Systems, Inc. 401(k)
Savings Plan and Trust 190,101 6.7%
- -----------------------------------------------------------------------------------------------------------------------
Peter C. Rossi(8) 490,000 17.2%
- -----------------------------------------------------------------------------------------------------------------------
Directors and executive officers as a group,
(four persons)(9) 363,167 11.3%
=======================================================================================================================
</TABLE>
(1) Except as otherwise noted, the address for each beneficial owner is c/o the
Company at 11820 NW 37 Street, Coral Springs, FL 33065.
(2) Except as set forth below, all shares of Common Stock are directly owned and
the sole investment and voting power are held by the entities noted.
(3) Based upon shares of Common Stock outstanding and shares of Common Stock
which such entities have the right to acquire within sixty days of June 4,
1999.
(4) Includes options to purchase 269,167 shares of Common Stock granted by the
Company and additional options to purchase an aggregate of 12,500 shares of
Common Stock granted by Kinder Investments, L.P. and Peter N. Christos.
(5) Includes options to purchase 26,250 shares of Common Stock.
(6) Includes options to purchase 31,250 shares of Common Stock.
(7) Includes options to purchase 10,000 shares of Common Stock.
(8) Includes 490,000 shares of Common Stock of which the named person has shared
dispositive power. (Mr. Rossi's address is 641 Lexington Avenue, 29th Floor,
New York, NY 10022.)
(9) Includes options to purchase 349,167 shares of Common Stock.
(*) Less than 1%.
- 7 -
<PAGE>
PROPOSALS BY STOCKHOLDERS
Any proposals by stockholders of the Company intended to be presented
at the 2000 Annual Meeting of Stockholders must be received by the Company for
inclusion in the Company's Proxy Statement and form of Proxy by December 31,
1999.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP was engaged by the Board of Directors of
the Company as independent auditor for the Company and its subsidiaries for the
fiscal year 1998 and it is expected that such firm will serve in that capacity
for the 1999 fiscal year. Management expects that a representative of BDO
Seidman, LLP will be present at the Annual Meeting to make a statement if he or
she desires to do so and to be available to answer appropriate questions posed
by stockholders.
- 8 -
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any business which will be presented for consideration
at the Annual Meeting other than that specified herein and in the Notice of
Annual Meeting of Stockholders, but if other matters are presented, it is the
intention of the persons designated as proxies to vote in accordance with the
recommendation of the Board of Directors on such matters.
ANNUAL REPORT
A copy of the Company's 1998 Annual Report, including financial
statements as of December 31, 1998 and 1997 and for each of the two years then
ended is being mailed to all stockholders of record as of the Record Date.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO ANY
STOCKHOLDER OF THE COMPANY WHOSE PROXY IS SOLICITED BY THE FOREGOING PROXY
STATEMENT, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON ADDRESSED TO NORMAN J.
HOSKIN, SECRETARY, AT THE COMPANY'S ADDRESS. SUCH A REQUEST FROM A BENEFICIAL
OWNER OF THE COMPANY'S COMMON STOCK MUST CONTAIN A GOOD-FAITH REPRESENTATION BY
SUCH PERSON THAT, AS OF JUNE 4, 1999, SUCH PERSON WAS A BENEFICIAL OWNER OF THE
COMPANY'S COMMON STOCK.
Please SIGN and RETURN the enclosed Proxy promptly.
By Order of the Board of Directors:
June 4, 1999 NORMAN J. HOSKIN
Secretary
- 9 -
<PAGE>
PROXY
AQUA CARE SYSTEMS, INC.
ANNUAL MEETING OF STOCKHOLDERS -- JULY 30, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM K. MACKEY and NORMAN J. HOSKIN, and
each of them, with several powers of substitution, proxies to vote the shares of
common stock, par value $.001 per share, of Aqua Care Systems, Inc. which the
undersigned could vote if personally present at the Annual Meeting of
Stockholders of Aqua Care Systems, Inc. to be held in the Causeway One Room of
the Embassy Suites, 1100 S.E. 17th Street Causeway, Ft. Lauderdale, Florida
33319, on Friday, July 30, 1999, at 10:00 a.m., E.D.T., and any adjournment
thereof:
1. Election of Directors
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote
as marked to the contrary below) for all nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
William K. Mackey David K. Lucas
Norman J. Hoskin Peter C. Rossi
James P. Cefaratti
(Continued and to be signed on other side)
________________________________________________________________________________
(Continued from other side)
2.In their discretion, to act upon any matters incidental to the foregoing
and such other business as may properly come before the Annual Meeting or
any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ITEM 1 NOTED ON THE OTHER SIDE. Any stockholder who wishes to
withhold the discretionary authority referred to in Item 2 above should mark a
line through the entire Item.
DATED _______________, 1999 ___________________________
Signature(s)
___________________________
(Please sign exactly and as
fully as your name appears
on your stock certificate.
If shares are held jointly,
each stockholder should
sign.)
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY, USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.
