LONGPORT, INC.
740 South Chester Road
Suite A
Swarthmore, Pennsylvania 19081
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2000
To the shareholders of Longport, Inc.:
The Annual Meeting of the shareholders of Longport, Inc. (the "Company")
will be held at 10:00 A.M. on June 2, 2000 at Renaissance Hotel, 291 Stevens
Boulevard, Lester, Pennsylvania, or at any adjournment or postponement thereof,
for the following purposes:
1. To elect five 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 18, 2000 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 Executive Officer
April 21, 2000
<PAGE>
PROXY STATEMENT
LONGPORT, INC.
740 South Chester Road
Suite A
Swarthmore, Pennsylvania 19081
Telephone: (800)-289-6863
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2000
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 2, 2000, or at any adjournment or postponement thereof, at
Renaissance Hotel, 291 Stevens Boulevard, Lester, Pennsylvania. 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 April 21,
2000. 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 18, 2000 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 18,234,449 shares of Common
Stock each share of which entitles the holder thereof to one vote. Cumulative
voting for directors is not permitted.
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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, an abstention or withholding of a
vote on any matter is 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.
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 on the record date 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 shareholders listed in the table have sole
voting and investment powers with respect to the shares of Common Stock. The
addresses of all shareholders listed in the table are in care of the Company.
Number of
Name Shares Owned Percent of Class
- ---- ------------ ----------------
James R. McGonigle (1) 1,865,893 10.2%
William Mullin(2) 400,000 2.2%
Bonita Weyrauch 328,558 1.8%
Peter Cavanaugh 223,571 1.2%
Lee S. Cohen 10,000 .0%
John H. Carbutt (3) 812,777 4.4%
Michie Proctor and 2,669,174 14.6%
Joyce Proctor (4)
The First Baptist Church 1,280,977 7.0%
of Southwest Broward
John Mills 1,192,000 6.5%
All officers and directors
as a group (five persons)(5) 2,828,022 15.2%
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(1) Includes 742,000 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 owned by Mr. McGonigle
and 100,000 common stock purchase warrants also held by Colpat, Inc.
(2) Includes stock options to purchase 300,000 shares at $2.00 per share until
May 2003.
(3) Includes 436,098 shares held by John H. Carbutt, 200,000 common stock
purchase 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 common stock purchase warrants
held by Michie and Joyce Proctor.
(5) Includes shares, common stock purchase warrants and stock options held by
the Company's officers and directors which are exercisable within 60 days
from the date hereof.
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ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect five 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 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 56 Chairman of the 1993
Board of Directors,
Chief Executive
Officer, and
Chief Accounting Officer
William Mullin 32 President and Director 1999
Bonita Weyrauch 46 Director of Clinical Services 1993
and Director
Peter E. Cavanaugh 35 Director 1993
Lee S. Cohen 51 Director 1999
Directors hold office for a period of one year from their election at the
annual meeting of shareholders 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 receives compensation for services as a
director.
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<PAGE>
Background
The following is a summary of the business experience of each officer and
director of the Company:
James R. McGonigle founded the Company and has served as its Chairman and
Chief Executive Officer since its inception in January 1993. From 1987 to 1992
Mr. McGonigle was the founder and president of Supra Medical Corp. Supra was a
publicly held company specializing in the development of proprietary medical
technologies in the fields of skin care and diagnostics.
William B. Mullin was appointed President of the Company in June 1999. He
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 he was
employed as a management consultant with KPMG Peat Marwick. From April 1990 to
July 1993 Mr. Mullin was an officer in the United States Army on active duty and
is currently a Captain in the United States Army Reserves. He earned a BS degree
in Finance from the University of Tampa and an MS in Business Administration
from Boston University.
Bonita Weyrauch, R.N., Vice President of Clinical Services, joined Longport
in July, 1993 and is a licensed Registered Nurse in Pennsylvania and New Jersey.
She is board certified in dermatology and wound management. From 1984 through
1993 Ms. Weyrauch was employed as Director of Nursing for the Dermatologic Surgi
Centers based in Philadelphia. Ms. Weyrauch is an active member in the
Dermatology Nurses Association (DNA), Pennsylvania Nurses Association and the
American Nurses Association. She has been recently elected to the Board of
Directors of the DNA representing the Northeast Region. She chaired Celebration
2000, DNA's International Annual Educational Program. She co-founded, and is the
current President of, the Delaware Valley Chapter of the DNA. Ms. Weyrauch has
been published in several medical journals and has presented clinical papers on
a national level.
Peter E. Cavanaugh was Vice President and General Counsel of the Company
from December 1993 until February 1997. 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. From February 1997 until August 1997, he practiced law with the law
firm of White and Williams. He is currently associate counsel for Nuclear
Electric Insurance, Ltd.
Lee S. Cohen, DPM, Director of Sports Medicine, joined the Company in
October 1998. Dr. Cohen acts as the Podiatric Consultant to the Philadelphia
Eagles, 76ers, the New York Jets and the L.P.G.A. in addition to numerous other
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<PAGE>
sports affiliates. Dr. Cohen currently holds patents on seven foot care
products, some of which are used in the National Football League and Major
League Baseball. Dr. Cohen received his Doctor of Podiatric Medicine from
Pennsylvania College of Podiatric Medicine and his BA from Temple University.
Executive Compensation
The following table discloses all compensation paid to the Company's Chief
Executive Officer for the years ended December 31, 1998 and 1999 No executive
officer's annual compensation exceeded $100,000 in either year.
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<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name & Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Awards($) SARS(#) Payouts($) Compensation($)
- -------- ---- -------- --------- --------------- --------- ------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James R. 1999 -0-(1) -0- -0- -0- -0- -0- -0-
McGonigle
Chief Exec.
Officer
1998 -0-(1) -0- -0- -0- -0- -0- -0-
</TABLE>
(1) The Company pays Colpat, Inc., a consulting firm wholly owned by Mr.
McGonigle, $8,000 per month for Mr. McGonigle's services.
CERTAIN TRANSACTIONS
In January 1996, the Company entered into a consulting agreement with
Colpat, Inc., a company owned and controlled by James R. McGonigle, the
Company's Chief Executive Officer, pursuant to which Colpat provides Mr.
McGonigle's services to the Company for $8,000 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, 1999. 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
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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 Executive Officer
April 21, 2000
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<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 2, 2000
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 18, 2000, at
the Annual Meeting of Shareholders to be held June 2, 2000, 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, William Mullin, Bonita Weyrauch,
Peter E. Cavanaugh and Lee S. Cohen.
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 ELECTION OF THE
DIRECTORS NAMED IN ITEM 1, ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby.
<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. _____
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