LONGPORT, INC.
791 South Chester Road
Swarthmore, Pennsylvania 19081
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 1999
To the shareholders of Longport, Inc.:
The Annual Meeting of the shareholders of Longport, Inc. (the "Company")
will be held at the Radisson Hotel, Philadelphia Airport, 500 Stefens Drive,
Philadelphia, Pennsylvania 19113 at 10:00 A.M. on June 4, 1999, or at any
adjournment or postponement thereof, for the following purposes:
1. To elect three directors of the Company.
2. To transact such other business as may properly come before the
meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of business
on April 30, 1999 will be entitled to notice of and to vote at such meeting or
at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
James R. McGonigle
Chief Financial Officer
May 4, 1999
<PAGE>
PROXY STATEMENT
LONGPORT, INC.
791 South Chester Road
Swarthmore, Pennsylvania 19081
Telephone: (610) 328-5006
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Longport, Inc. (the "Company"), a Delaware
corporation, of $.001 par value Common Stock ("Common Stock") to be voted at the
Annual Meeting of Shareholders of the Company ("Annual Meeting") to be held at
10:00 AM. on June 4, 1999, or at any adjournment or postponement thereof. The
Company anticipates that this Proxy Statement and the accompanying form of proxy
will be first mailed or given to all shareholders of the Company on or about May
4, 1998. The shares represented by all proxies that are properly executed and
submitted will be voted at the meeting in accordance with the instructions
indicated thereon. Unless otherwise directed, votes will be cast for the
election of the nominees for directors hereinafter named. The holders of a
majority of the shares represented at the Annual Meeting in person or by proxy
will be required to elect directors and approve any proposed matters.
Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on April 30, 1999 has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 17,170,949 shares of Common
Stock each share of which Common Stock entitles the holder thereof to one vote.
Cumulative voting for directors is not permitted.
A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting. Under Delaware law, if you choose, your abstention or
withholding of a vote on any matter will be treated as a "no" vote for
determining whether approval of each proposal has been obtained, provided that
if a quorum is present, abstentions and withholding of a vote will have no
effect on the voting for the election of directors.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
ownership of the Company's Common Stock as April 30, 1999, by (i) each person
who is known by the Company to own of record or beneficially more than 5% of the
Company's Common Stock, (ii) each of the Company's directors and (iii) all
directors and officers of the Company as a group. All shares are owned
beneficially and of record and the stockholders listed in the table have sole
voting and investment powers with respect to the shares of Common Stock. The
addresses of all stockholders listed in the table are in care of the Company.
Number of
Name Shares Owned Percent of Class
- ---- ------------ ----------------
James R. McGonigle (1) 1,815,893 10.6%
Bonita Weyrauch (2) 328,558 1.9%
Peter Cavanaugh 223,571 1.3%
John H. Carbutt (3) 812,777 4.7%
Michie Proctor and 2,669,174 15.5%
Joyce Proctor (4)
The First Baptist Church 1,280,977 7.5%
of Southwest Broward
John Mills 1,192,000 6.9%
All officers and directors
as a group (three persons)(5) 2,368,022 13.8%
(1) Includes 842,000 shares held by James R. McGonigle, 497,143 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 also held by Colpat, Inc.
(2) Includes stock options to purchase 100,000 shares at $.10 per share at any
time until July 18, 1999.
(3) Includes 436,098 shares held by John H. Carbutt, 200,000 Warrants held by
Mr. Carbutt and 176,679 shares held by Jagapata, Ltd., a corporation
controlled by Mr. Carbutt.
(4) Includes 2,118,258 shares held by Michie Proctor, 450,916 shares held by
Michie Proctor and Joyce Proctor and 100,000 Warrants held by Michie and
Joyce Proctor.
(5) Includes shares, Warrants and stock options held by the Company's officers
and directors which are exercisable within 60 days from the date hereof.
2
<PAGE>
PROPOSAL 1: To elect three directors of the Company.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three directors of the
Company. Cumulative voting is not permitted in the election of directors. In the
absence of instructions to the contrary, the person named in the accompanying
proxy will vote in favor of the election of each of the persons named below as
the Company's nominees for directors of the Company. All of the nominees except
William Mullin are presently members of the Board of Directors. Each of the
nominees has consented to be named herein and to serve if elected. It is not
anticipated that any nominee will become unable or unwilling to accept
nomination or election, but if such should occur, the person named in the proxy
intends to vote for the election in his stead of such person as the Board of
Directors of the Company may recommend.
The following table sets forth certain information regarding each nominee
and each executive officer of the Company.
Officer/Director
Director
Name Age Office Since
- ---- --- ------ --------------
James R. McGonigle (1) 55 Chairman of the 1993
Board of Directors,
Chief Executive
Officer, President and
Chief Accounting Officer
Bonita Weyrauch (2) 46 Director of Clinical Sales 1998
and Director
Peter E. Cavanaugh (1) 34 Director 1993
William Mullin (1) 31 Nominee for Director
(1) Nominee for director
(2) Not a nominee for director
Directors hold office for a period of one year from their election at the
annual meeting of stockholders and until their successors are duly elected and
qualified. Officers of the Company are elected by, and serve at the discretion
of, the Board of Directors. None of the above individuals has any family
relationship with any other. The Board of Directors has no audit, nominating or
compensation committee. No director has received or currently receives any
compensation for services as a director.
3
<PAGE>
Background
The following is a summary of the business experience of each officer and
nominee for director of the Company:
James R. McGonigle founded the Company and has served as its Chairman,
Chief Executive Officer and President since its inception in January, 1993. From
1987 to 1992 Mr. McGonigle was the founder and president of Ventnor Corp. which
later became Topox Inc. and eventually Supra Medical Corp. ("Supra") a publicly
held company specializing in the development of proprietary medical technologies
in the fields of skin care and diagnostics.
Peter E. Cavanaugh was Vice President and General Counsel of the Company
from December 1993 until February 1997. In 1993, Mr. Cavanaugh was admitted to
practice by the Bar Associations of both Pennsylvania and New Jersey. From
March, 1992, until May, 1993, Mr. Cavanaugh was employed as a law clerk at the
Law Offices of Tybout, Redfearn & Pell in Wilmington, Delaware and from 1986
until 1992, he was employed by the Pennsylvania Manufacturers Association
Insurance Company in the legal and claims departments. Since February 1997 he
has practiced law with the Law Firm of White and Williams.
William B. Mullin was the Chief Financial Officer of the Company from April
1994 to December 1995. From January 1996 to May 1999 Mr. Mullin was a Financial
Consultant with Merrill Lynch Pierce Fenner & Smith in Wayne, PA. From June 1993
to April 1994 Mr. Mullin was employed as a Management Consultant with KPMG Peat
Marwick. From April 1990 to July 1993 Mr. Mullin was an Engineer Officer in the
United States Army on active duty and is currently a Captain in the United
States Army Reserves. He has a BS in Finance from the University of Tampa and a
MS in Business Administration from Boston University.
Executive Compensation
The following table discloses all compensation awarded to, received by, and paid
to the Chief Executive Officer of the Company for the years ended December 31,
1997 and 1998 No executive officer's annual compensation exceeded $100,000 in
any such year.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Award(s)($) SARS(#) Payouts($) Compensation($)
- -------- ---- --------- -------- --------------- ----------- ------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James R. 1998 $ -0- (1) -0- -0- -0- -0- -0- -0-
McGonigle 1997 $ -0- (1) -0- -0- -0- -0- -0- -0-
Chief Exec.
Officer
</TABLE>
(1) The Company pays Colpat, Inc., a consulting firm wholly owned by Mr.
McGonigle, $6,000 per month for Mr. McGonigle's services.
4
<PAGE>
Stock Option Plans
The Company currently has no incentive or non-incentive stock option plans.
CERTAIN TRANSACTIONS
Management is of the opinion that each transaction described below between
the Company and its officers, directors and stockholders was on terms at least
as fair to the Company as had the transaction been concluded with an
unaffiliated party.
In January 1996, the Company entered into a consulting agreement with
Colpat, Inc., an affiliate owned and controlled by the Company's Chief Executive
Officer and President, James R. McGonigle, pursuant to which Colpat provides Mr.
McGonigle's services to the Company for $6,000 per month.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Angell & Deering, Certified Public Accountants, Denver, Colorado, conducted
the audit of the Company's financial statements for the year ended December 31,
1998. It is the Company's understanding that this firm is obligated to maintain
audit independence as prescribed by the accounting profession and certain
requirements of the Securities and Exchange Commission. As a result, the
directors of the Company do not specifically approve, in advance, non-audit
services provided by the firm, nor do they consider the effect, if any, of such
services on audit independence.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholders of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to the Company's fiscal year end.
The proponent must be a record or beneficial shareholder entitled to vote at the
next annual meeting of shareholders on the proposal and must continue to own the
securities through the date on which the meeting is held.
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented to the Annual Meeting, nor has it been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
James R. McGonigle
Chief Financial Officer
May 4, 1999
5
<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 JUNE 4, 1999
The undersigned hereby appoints James R. McGonigle 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 the shares of Common
Stock of Longport, Inc. held of record by the undersigned on April 30, 1999, at
the Annual Meeting of Shareholders to be held June 4, 1999, or any adjournment
or postponement thereof.
1. ELECTION OF DIRECTORS
_____ FOR the election as a director of all nominees listed below
(except as marked to the contrary below).
_____ WITHHOLD AUTHORITY to vote for all nominees listed below.
NOMINEES: James R. McGonigle, Peter E. Cavanaugh and William Mullin
INSTRUCTION: To withhold authority to vote for individual nominees, write their
names in the space provided below.
- --------------------------------------------------------------------------------
2. 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 shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN ITEM 1 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.
<PAGE>
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 BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OF
SHAREHOLDERS. _____
