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:
_X_ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
___ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
NEWCARE HEALTH CORPORATION
(Name of Registrant as Specified in Its Charter)
NEWCARE HEALTH CORPORATION
(Name of Person(s) Filing Proxy Statement)
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PRELIMINARY COPY
NEWCARE HEALTH CORPORATION
6000 LAKE FORREST DRIVE, #315
ATLANTA, GEORGIA 30328
(404) 252-2923
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 6, 1998
TO THE SHAREHOLDERS OF NEWCARE HEALTH CORPORATION:
NOTICE HEREBY IS GIVEN that a Special Meeting of Shareholders of NewCare
Health Corporation, a Nevada corporation, will be held at the offices of the
Company at 6000 Lake Forrest Drive, Suite 315, Atlanta, Georgia, on Monday,
April 6, 1998, at 11:00 a.m., Eastern Time, and at any and all adjournments
thereof, for the purpose of considering and acting upon the following matters:
1. The approval of the Company's 1997 Stock Option Plan.
2. The transaction of such other business as may properly come before
the meting or any adjournment thereof.
Only holders of the $.02 par value Common Stock of the Company of record
at the close of business on March 12, 1998, will be entitled to notice of and
to vote at the Meeting or at any adjournment or adjournments thereof. The
proxies are being solicited by the Board of Directors of the Corporation.
All shareholders, whether or not they expect to attend the Special
Meeting of Shareholders in person, are urged to sign and date the enclosed
Proxy and return it promptly in the enclosed postage-paid envelope which
requires no additional postage if mailed in the United States. 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
CHRIS BROGDON, CHAIRMAN OF THE BOARD
Atlanta, Georgia
March 12, 1998
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NEWCARE HEALTH CORPORATION
6000 LAKE FORREST DRIVE, #315
ATLANTA, GEORGIA 30328
(404) 252-2923
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 6, 1998
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of NewCare Health Corporation, a Nevada corporation (the "Company"),
for use at the Company's Special Meeting of Shareholders to be held at the
offices of the Company at 6000 Lake Forrest Drive, Suite 315, Atlanta,
Georgia, on Monday, April 6, 1998, at 11:00 a.m., Eastern Time, and at any and
all adjournments thereof. It is anticipated that this Proxy Statement and the
accompanying Proxy will be mailed to the Company's shareholders on or about
March 13, 1998.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
$.02 par value Common Stock. Each share of Common Stock entitles the holder
to one (1) vote. Only shareholders of record at the close of business on
March 12, 1998, are entitled to notice of and to vote at the Meeting or any
adjournment thereof. On March 12, 1998, the Company had 12,039,193 shares of
its $.02 par value Common Stock outstanding.
A majority of the Company's outstanding Common Stock represented in
person or by proxy shall constitute a quorum at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares
entitled to vote owned beneficially, as of January 29, 1998, by any person,
who is known to the Company to be the beneficial owner of 5% or more of the
Company's Common Stock, and, in addition, by each Director of the Company and
by all Directors and
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Officers of the Company as a group. Information as to beneficial ownership is
based upon statements furnished to the Company by such persons.
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ----------------------------- -------------------- ----------
Ashok Dalal 1,031,469(1) 8.6%
3703 Bridge Road
Cooper City, FL 33026
Dr. Kishor Karia 901,138(2) 7.5%
11001 Pines Blvd., Suite 106
Pembroke Pines, FL 33024
Dr. Dhiraj Patel 907,888(3) 7.5%
11801 N. Island Road
Cooper City, FL 33026
Chris Brogdon 2,231,211(4) 18.0%
6000 Lake Forrest Drive, Suite 200
Atlanta, GA 30328
Harlan Mathews 0 -0-
420 Hunt Club Road
Nashville, TN 37221
Veena Holdings, Ltd.(5) 901,138 7.5%
1101 Pines Blvd., Suite 106
Pembroke Pines, FL 33024
Daksha Vakharia Revocable Trust 598,000 5.0%
3365 Bridle Path Lane
Fort Lauderdale, FL 33331
William McBride, III 50,000 0.4%
1647 Logan Creek Drive
Glenbrook, NV 89413
Pro Futures Bridge Capital Fund, 1,000,002(6) 8.1%
L.P.
5350 S. Roslyn Street, Suite 350
Englewood, CO 80111
All Directors and Executive 5,296,707 42.4%
Officers as a Group (8 Persons)
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(1) This amount includes an aggregate of 31,469 shares held of record by
certain family members of Ashok Dalal.
(2) Represents shares held by Veena Holdings, Ltd., a partnership owned by
Dr. Karia and his family.
(3) Includes 801,138 shares held in the name of Dr. Patel's wife,
Pravinagauri Patel; 26,750 shares held in the Karia & Patel Stirling Health
Center Annuity Plan for the benefit of Dr. Patel; and 80,000 shares held
jointly by Dr. Patel and his wife.
(4) Includes 703,324 shares owned by Mr. Brogdon; 392,600 shares owned by Mr.
Brogdon's wife, Connie Brogdon; 202,787 shares of Common Stock which
represents
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50% of the shares held by Winter Haven Homes, Inc., of which Connie Brogdon is
a 50% owner; 375,000 shares underlying currently exercisable stock options
held by Mr. Brogdon; and 535,500 shares underlying options Mr. Brogdon holds
to purchase stock from another shareholder.
(5) The shareholders of Veena Holdings, Ltd. are Dr. Kishor Karia, Veena
Karia, Ojus Karia and Tajus Karia.
(6) Includes 666,668 shares held directly and 333,334 shares underlying
warrants held by Pro Futures Bridge Capital Fund, L.P.
APPROVAL OF 1997 STOCK OPTION PLAN
DESCRIPTION OF THE PLAN
In April 1997, the Company's Board of Directors approved the
establishment of a Stock Option Plan (the "1997 Plan") subject to approval of
the Company's shareholders. The Board of Directors believes that the 1997
Plan will advance the interests of the Company by encouraging and providing
for the acquisition of an equity interest in the success of the Company by
employees, officers, directors and consultants, and by providing additional
incentives and motivation toward superior Company performance. The Board
believes it also will enable the Company to attract and retain the services of
employees, officers, directors and consultants, and by providing additional
incentives and motivation toward superior Company performance. The Board
believes it also will enable the Company to attract and retain the services of
employees, officers, directors and consultants upon whose judgment, interest
and special effort the successful conduct of its operations is largely
dependent.
The 1997 Plan allows the Board to grant stock options from time to time
to employees, officers and directors of the Company and consultants to the
Company. The Board has the power to determine at the time the option is
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options will
only be granted to persons who are employees of the Company. Vesting
provisions are determined by the Board at the time options are granted. The
total number of shares of Common Stock subject to options under the 1997 Plan
may not exceed 2,000,000, subject to adjustment in the event of certain
recapitalizations, reorganizations and similar transactions. The option price
may be satisfied by the payment of cash, or where approved by the Board of
Directors, in its sole discretion and where permitted by law: (a) by
cancellation of indebtedness of the Company to the holder; (b) by surrender of
shares of Common Stock of the Company having a Fair Market Value equal to the
exercise price of the option that have been owned by holder for more than six
months, or were obtained by the holder in the open public market; (c) by
waiver of compensation due or accrued to the holder for services rendered; (d)
provided that a public market for the Company's stock exists, through a "same
day sale" commitment from the holder and a broker-dealer whereby the holder
irrevocably elects to exercise the option and to sell a portion of the shares
so purchased to pay for the exercise price and the broker-dealer irrevocably
commits upon receipt of such shares to forward the exercise price directly to
the Company; (e) provided that a public market for the Company's stock exists,
through a "margin" commitment from the holder and a broker-dealer whereby the
holder irrevocably elects to exercise the option and to pledge the shares so
purchased to the broker-dealer in a margin account, and the broker-dealer
irrevocably commits upon receipt of such shares to forward the exercise price
directly to the Company; or (f) by any combination of the foregoing.
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The Board of Directors may amend the 1997 Plan at any time, provided
that the Board may not amend the 1997 Plan to materially increase the number
of shares available under the 1997 Plan, materially increase the benefits
accruing to Participants under the 1997 Plan, or materially change the
eligible class of employees without shareholder approval.
To date, stock options have been granted under the 1997 Plan to four
employees to purchase an aggregate of 185,000 shares of Common Stock at prices
ranging from $2.25 to $4.85 per share, contingent on shareholder approval of
the 1997 Plan. Of these options, options to purchase 50,000 shares at $2.25
per share were granted to Frank Camma, Vice President of Strategic Planning of
the Company, options to purchase 50,000 shares at $4.85 per share were granted
to Arthur Doloresco, President of the Company's NewCare Hospital Corporation
subsidiary, and options to purchase 25,000 shares at $4.50 per share were
granted to Timothy Beaulieu, Executive Vice President.
Approval of the 1997 Plan requires the affirmative vote of a majority of
the shares of Common Stock represented at the meeting. The Board of Directors
recommend a vote FOR approval of the 1997 Plan.
SHAREHOLDER PROPOSALS
The Board of Directors has not yet determined that date on which the
next annual meting of the shareholders will be held. Any proposal by a
shareholder intended to be presented at the Company's next Annual Meeting of
Shareholders must be received at the offices of the Company a reasonable
amount of time prior to the date on which the information or proxy statement
for that meeting are mailed to shareholders in order to be included in the
Company's proxy statement relating to that meeting.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was
not aware of any other matter to be presented at the Meeting other than as set
forth herein. A majority of the vote of the shares represented at the Meeting
is necessary to approve any such matters.
BY ORDER OF THE BOARD OF DIRECTORS
CHRIS BROGDON, CHAIRMAN OF THE BOARD
Atlanta, Georgia
March 12, 1998
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P R O X Y PRELIMINARY COPY
NEWCARE HEALTH CORPORATION
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Chris Brogdon with the power to appoint
his substitute, and hereby authorizes him to represent and to vote as
designated below, all the shares of common stock of NewCare Health Corporation
held of record by the undersigned on March 13, 1998, at the Special Meeting of
Shareholders to be held on April 6, 1998, or any adjournment thereof.
1. The approval of the Company's 1997 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL NO. 1.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO
THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement.
Dated: ___________, 1998 _______________________________________
Signature(s) of Shareholder(s)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NEWCARE
HEALTH CORPORATION. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-
ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE
IN PERSON IF YOU ATTEND THE MEETING.
