SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LONGPORT, INC.
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(Name of Registrant as Specified in its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $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:
- --------------------------------------------------------------------------------
(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any 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 Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
LONGPORT, INC.
791 S. CHESTER ROAD
SWARTHMORE, PENNSYLVANIA 19081
-------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Longport, Inc. will be held at Longport's corporate offices at 791 S. Chester
Road, Swarthmore, Pennsylvania, 19081, on Wednesday, August 21, 1996 at 10:00 AM
for the following purposes:
1. To elect two (2) directors.
2. To ratify the appointment of Angell & Deering as the Company's
auditors for the calendar year ended December 31, 1996.
3. To transact such other business that may properly come before the
meeting.
Only holders of Common Stock of record at the close of business on June
30, 1996 are entitled to notice of and to vote at said meeting and any
adjournments thereof.
By order of the Board of Directors,
/s/ Peter E. Cavanaugh
-----------------------------
Peter E. Cavanaugh
Secretary
July 15, 1996
Swarthmore, Pennsylvania
- -------------------------------------------------------------------------------
If you do not expect to be present at the meeting, please complete,
sign and date the accompanying proxy and return it promptly in the enclosed
envelope.
<PAGE>
LONGPORT, INC.
791 S. CHESTER ROAD
SWARTHMORE, PENNSYLVANIA 19081
-------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 1996
-------------------------------
General Information
The accompanying proxy is being solicited by the management of
Longport, Inc., a Delaware corporation (the "Company") for use at the Annual
Meeting of Shareholders (hereinafter referred to as the "Meeting") to be held at
Longport's corporate offices at 791 S. Chester Road, Swarthmore, Pennsylvania,
19081, on Wednesday, August 21, 1996 at 10:00 AM.
This Proxy Statement and the accompanying form of proxy are being first
mailed or given to the holders of the Company's Common Stock on or about July
15, 1996.
At the Meeting, Shareholders of the Company will vote upon: (1) the
election of two (2) directors; (2) the ratification of Angell & Deering as the
auditors for the 1996 calendar year; and (3) such other business that may
properly come before the meeting and all adjournments thereof, including such
matters as may be duly proposed by Shareholders. The Board of Directors is not
aware of any Shareholder proposals that may be presented at the meeting.
VOTING RIGHTS AND VOTES REQUIRED
Only holders of record of the Company's shares of Common Stock, par
value $.001 per share (the "Common Stock") at the close of business on June 30,
1996 are entitled to receive notice of, and to vote at, the Meeting and any
adjournment thereof. As of the close of business on June 30, 1996 there were
10,834,539 shares of Common Stock issued and outstanding.
A majority of the outstanding shares of Common Stock must be present in
person or by proxy at the Meeting in order to constitute a quorum for the
transaction of business. The record holder of each share of Common Stock
entitled to vote at the Meeting will have one vote for each matter considered.
The affirmative vote of the holders of a majority of the shares of
Common Stock represented at the Meeting in person or by proxy, and entitled to
vote thereat, will be required to elect the nominees as directors, and to ratify
the appointment of Angell & Deering as auditors for 1996, to transact such other
business as may properly come before the meeting, and to adopt any Shareholder
proposal presented at the meeting. In determining whether a proposal has
received the requisite number of affirmative votes, abstentions and broker
nonvotes will have the same effect as votes for the proposal.
VOTING OF PROXIES
Proxies received in proper form by the Board of Directors of the
Company will be voted at the Meeting, and any adjournments thereof, as
instructed therein by the shareholders executing such proxies, or if no
instructions are given, then such proxies will be voted FOR the election of the
nominees as directors, FOR the ratification of Angell & Deering as auditors; and
in the discretion of persons named in the proxy, on all other matters properly
presented at the Meeting.
REVOCATION OF PROXIES
A shareholder who has given a proxy pursuant to this solicitation may
revoke it at any time prior to its exercise at the Meeting. A proxy may be
revoked by filing with the Secretary of the Company, at the address set forth on
the first page of this Proxy Statement, a written revocation or a duly executed
proxy bearing a later date, or by attending the Meeting and voting the shares of
Common Stock covered by the proxy.
SOLICITATION OF PROXIES
The cost of solicitation of proxies from the Company's shareholders
will be borne by the Company. Solicitation will be primarily by mail. In
addition to the solicitation of proxies by mail, proxies may be solicited by
personal interview, telephone or telegram by the directors, officers, employees
and agents of the Company. Upon request, the Company will reimburse brokers,
nominees, fiduciaries, and custodians for reasonable expenses incurred by them
in forwarding proxy material to the beneficial owners of the Company's Common
Stock.
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
The accompanying proxy will be voted in favor of the election as
directors those persons named below, to serve subject to the provisions of the
by-laws, until the next Annual Meeting of Shareholders and until their
successors are duly elected and qualified. If any of such nominees does not
remain a candidate at the time of the Meeting (a situation which the management
does not now anticipate), proxies solicited hereunder will be voted in favor of
those nominees who do remain as candidates and for such other persons as shall
be designated by the Board of Directors to replace such nominees.
The Board of Directors of the Company currently consists of two (2)
directors*, whose terms will expire at the 1996 Annual Meeting. The two (2)
persons designated by the Board of Directors as nominees for elections as
directors are Messrs. James R. McGonigle and Peter E. Cavanaugh. Messrs.
McGonigle and Cavanaugh currently serve as directors of the Company. Phillip E.
Loori resigned from the Board of Directors effective September 28, 1995. No
replacement has been named.
The following table sets forth the age and address of each nominee, the
principle occupation or employment of each nominee during the previous five
years and the year each nominee became a director of the Company.
<TABLE>
<CAPTION>
Position with the Company
and principal occupation
or employment during the past Director
Name five years Since
---- ----------------------------- --------
<S> <C> <C>
James R. McGonigle Chairman, Chief Executive Officer, President January, 1993
and a director of the Company since January, 1993;
Founder and Chairman of Longport, Inc. since its
incorporation; President of Supra Medical Corp.
(formerly Topox, Inc.), a publicly held company,
from 1985 to 1992.
Peter E. Cavanaugh Vice President and General Counsel for the Company since April, 1995
December, 1993 having performed legal services for the Company
for approximately 3 months prior thereto; Admitted to practice in
Pennsylvania and New Jersey; Law Clerk for the firm of Tybout,
Redfearn & Pell in Delaware from March 1992 to May, 1993; law
clerk and claims executive for the Pennsylvania Manufacturer's
Association Insurance Company from 1986 to 1992.
</TABLE>
Meetings of the Board of Directors and Committees
During 1995 the Board held 5 meetings. The Board has not established
any committees.
Director's Compensation
No director receives any additional compensation for services rendered
as director, or for attendance at or participation in meetings. There is no plan
to initiate any compensation program for the directors.
Transactions Involving Directors and Officers
In 1995, the Company paid consulting fees of $1,500 to Colpat, Inc., a
corporation controlled by the Company's President, James R. McGonigle for
services rendered to the Company.
Executive Officers
The name and age of each executive officer of the Company, the office
or offices held by such person and the date on which such person initially held
such office or offices are set forth below.
<TABLE>
<CAPTION>
Name Office(s) Age Initial Date of Office
- ---- --------- --- ----------------------
<S> <C> <C> <C>
James R. McGonigle Chairman of the Board 51 January, 1993
Chief Executive Officer
President
Peter E. Cavanaugh Vice President 30 December, 1993
General Counsel
Corporate Secretary
<PAGE>
John Delamater* Controller 42 June, 1993
Corporate Treasurer
</TABLE>
Each officer is elected to serve until the next annual meeting of directors is
held and until his or her successor is duly elected and has qualified.
* Mr. Delamater resigned as controller effective April 1, 1996. The Company has
not named a replacement, with Mr. McGonigle has assumed the role of the Chief
Accounting Officer.
The business experience for the previous five (5) years of James R.
McGonigle and Peter E. Cavanaugh is set forth under "Nominees for Election as
Directors".
John Delamater has been the Treasurer of the Company since June, 1993;
From February, 1992, to June, 1993, was the Controller for Supra Medical Corp.
and from January, 1990 until January, 1991, was the accounting manager at
Wallingford Nursing & Rehabilitation Center.
Executive Compensation
The following table shows the compensation paid or accrued by the
Company or its subsidiaries for the fiscal year ended December 31, 1995. No
executive officer or other employee of the Company received an annual salary and
bonus in excess of $100,000 or more. Accordingly, the summary compensation table
does not include compensation of other officers or employees.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other
Name Annual Restricted All Other
and Compen- Stock Options Compen-
Principal Salary Bonus sation Award(s) SAR's sation
Position Year ($) ($) ($) ($) ($) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James R. McGonigle 1995 0 0 0 - - $*
President & CEO
Peter E. Cavanaugh 1995 $11,250 0 0 $7,500 - 0
Vice President/Counsel
</TABLE>
* Amount paid to Colpat, Inc., a corporation controlled by Mr. McGonigle, for
services rendered to the Company.
Service Agreements
The Company has agreed with James R. McGonigle and Peter E. Cavanaugh
to pay each $36,000 annually, beginning in January, 1996. The Company provides
health benefits to its executive officers and other employees to the extent
permitted under law.
EXECUTIVE AND OTHER EMPLOYEE BENEFIT PLANS
Option Exercises and Fiscal Year End Values
The following table provides information as to the unexercised options
to purchase the Company's Common Stock granted in fiscal year 1994 and prior
fiscal years to the named officers and the value of said options held by them as
of the end of the year.
OPTION VALUES AS OF DECEMBER 31, 1995
Number of Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Year End Fiscal Year End*
-------------------- ---------------------
Name
James R. McGonigle 0 n/a
Peter E. Cavanaugh 12,000 12,000
John Delamater 3,000 3,000
* The aggregate values represent the market price of the Common Stock
at fiscal year end, less the exercise price. The actual value, if any, that an
executive may realize will depend of the price of the Common Stock on the date
of exercise of the option. There is no assurance that the value stated above
will be equal to the value realized by the executive.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the beneficial
ownership, as of December 31, 1995, of the Company's Common Stock by the
Directors and Executive Officers, individually and as a group. The table also
sets forth the only person who, to the Company's knowledge, are the beneficial
owners of more than five (5%) percent of the outstanding voting securities of
the Company. Each person has sole voting and investment power with respect to
the shares reported, except as otherwise noted.
Shares Owned
Name of Beneficially as of
Beneficial Owner March 31, 1996 (1) Percent (2)
- ---------------- ------------------ -----------
James R. McGonigle (3)(4) 1,965,893 18.10%
Phillip E. Loori (3)(5) 1,023,095 9.44%
Peter E. Cavanaugh (6) 283,571 2.61%
John Delamater(7) 143,000 1.31%
Kathleen C. Clark(8) 589,185 5.37%
Ann R. McGonigle(9) 592,500 5.47%
John H. Carbutt(10) 812,777 7.50%
Michie Proctor and Joyce Proctor(11) 2,299,079 21.22%
The First Baptist Church
of Southwest Broward 755,381 6.97%
All directors and officers
as a group (five persons)(13) 2,392,464 22.08%
(1) Unless otherwise indicated, all shares listed are owned both of record and
beneficially.
(2) Based upon 10,834,539 shares of Common Stock issued and outstanding as of
March 31, 1996, and gives effect to the possible exercise of outstanding
Warrants of the Company.
(3) May be deemed to be a "founder" of the Company for the purpose of the
Securities Act of 1933, as amended.
(4) Includes 942,000 shares held by James R. McGonigle, 547,143 shares held by
Wound Healing Systems, Inc., a corporation controlled by Mr. McGonigle,
376,750 shares held by Colpat, Inc., a corporation controlled by Mr.
McGonigle, and 100,000 Warrants held by Colpat, Inc., with each Warrant
entitling the holder to purchase one share of Common Stock for $3.00 at any
time until Dec. 31, 1996.
(5) Includes 847,000 shares held by Phillip E. Loori and 176,095 shares held by
Wound Care Systems, Inc., a corporation controlled by Mr. Loori.
(6) Includes an option to purchase up to 100,000 shares of Common Stock at $.10
per share at any time until July 18, 1998.
(7) Includes options to purchase 25,000 shares and 50,000 shares of Common
Stock at any time until July 18, 1996 and January 24, 1997, respectively.
(8) Includes 446,328 shares held by Kathleen C. Clark and 142,857 Warrants held
by Ms. Clark, with each Warrant entitling the holder to purchase one share
of Common Stock for $3.00 at any time until December 31, 1996.
(9) Ann R. McGonigle, who is James R. McGonigle's mother, holds 292,500 shares
and 300,000 Warrants, with each Warrant entitling the holder to purchase
one share of Common Stock for $3.00 at any time until December 31, 1996.
(10) Includes 436,098 shares held by John H. Carbutt, 200,000 Warrants held by
Mr. Carbutt, with each Warrant entitling the holder to purchase one share
of Common Stock for $3.00 at any time until December 31, 1996, and 176,679
shares held by Jagapata, Ltd., a corporation controlled by Mr. Carbutt.
(11) Includes 1,742,163 shares held by Michie Proctor, 456,916 shares held by
Michie and Joyce Proctor, and 100,000 Warrants held by Michie and Joyce
Proctor, with each Warrant entitling the holder to purchase one share of
Common Stock for $3.00 at any time until December 31, 1996.
(12) Includes shares, Warrants to purchase shares, and options to purchase
shares held by the Company's officers and directors.
<PAGE>
Effective August 13, 1992, the Securities Exchange Commission adopted
new rules regarding the filing of public reports by directors, officers and
beneficial owners of more than ten (10%) percent of any class of Securities of a
company registered pursuant to Section 12 of the Securities Exchange Act. The
new rules require proxy statement disclosure of those directors, officers and
more than ten (10%) percent beneficial owners that fail to file required reports
or that fail to timely file such reports. The Company has no knowledge of any
individual in violation on these regulations.
Appointment of Auditors for 1996
On June 1, 1996, the Board of Directors, subject to the approval of the
shareholders, appointed Angell & Deering as independent certified public
accountants to audit the consolidated financial statements of the Company, and
its subsidiaries, for the year ending December 31, 1996. Angell & Deering has
been the Company's independent certified public accountants for Longport since
its inception in January, 1993.
Vote Required
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE HOLDERS OF THE COMPANY'S COMMON STOCK
PRESENT AT THE MEETING OR BY PROXY IS REQUIRED FOR THE ADOPTION OF THE PROPOSAL.
UNLESS OTHERWISE DIRECTED, PROXIES WILL BE VOTED "FOR" APPROVAL OF THIS
PROPOSAL.
PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals for the 1996 Annual Meeting must be received at
the principal executive offices of the Company, 791 S. Chester Road, Swarthmore,
Pennsylvania 19081, no later than December 31, 1996, for inclusion in the 1997
Proxy Statement and form of Proxy.
OTHER MATTERS
At the time of preparation of this proxy statement, the Board of
Directors is not aware of any matter, except as aforementioned, that will be
presented at the meeting. However, if any other business should properly come
before the meeting, it is intended that the accompanying proxy may be voted on
such other matters in accordance with the best judgement of the parties or
persons voting said proxy.
A copy of the 1995 Annual Report of the Company is being mailed to
shareholders together with this Notice and Proxy Statement. The Annual Report
contains consolidated financial statements for the Company and its subsidiaries
and the report thereon of Angell & Deering, independent certified public
accountants.
The Company will provide, upon request, a copy of the Company's Form
10-KSB for the fiscal year ended December 31, 1995 as filed with the Securities
and Exchange Commission. Any such request should be in writing and addressed to
the Company at 791 S. Chester Road, Swarthmore, Pennsylvania 19081, attention
Peter E. Cavanaugh, Secretary.
From the Board of Directors,
/s/ Peter E. Cavanaugh
-----------------------------
Peter E. Cavanaugh
Secretary
July 15, 1996
Swarthmore, PA
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
LONGPORT, INC.
TO BE HELD AUGUST 21, 1996
The undersigned hereby appoints Peter E. Cavanaugh as the lawful agent
and Proxy of the undersigned (with all the powers the undersigned would possess
if personally present, including full power of substitution), and hereby
authorizes him to represent and to vote, as designated below, all shares of
common stock of Longport, Inc. held of record by the undersigned on June 30,
1996, at the Annual Meeting of Shareholders to be held on August 21, 1996, or
any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
FOR the nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the contrary for the nominees listed below
below) _____ _____
James R. McGonigle ____
Peter E. Cavanaugh ____
INSTRUCTIONS: To withhold authority to vote for any nominee, mark the space
after the nominee's name as listed above.
2. TO RATIFY THE APPOINTMENT OF ANGELL & DEERING AS THE COMPANY'S AUDITORS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1996.
FOR the appointment WITHHOLD AUTHORITY to vote
of Angell & Deering _____ for ratification _____
3. In his discretion, the Proxy is authorized to vote upon any matters which may
properly come before the Annual Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted
in the manner directed herein by the undersigned stockholder. WHERE NO CHOICE IS
SPECIFIED BY THE STOCKHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS PROPOSED IN ITEM (1) AND FOR THE PROPOSAL SET FORTH IN ITEM (2) ABOVE.
The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: __________________ ___________________________________
Signature
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD
PROMPTLY USING THE ___________________________________
ENCLOSED ENVELOPE. Signature, if held jointly
PLEASE CHECK THIS SPACE IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OF
SHAREHOLDERS. ______
<PAGE>
