<PAGE>
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
|X| Filed by the Registrant
|_| 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 ss.240.14a-11(c) or ss.240.14a-12
COMMUNITY MEDICAL TRANSPORT, INC.
(Name of Registrant as Specified in its Charter)
(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:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:________________________
5) Total fee paid:_________________________________________________________
|_| 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:_________________________________________________
2) Form, Schedule or Registration Statement No.:___________________________
3) Filing Party:___________________________________________________________
4) Date Filed:_____________________________________________________________
---------
Copies of all communications to:
MICHAEL D. DiGIOVANNA, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
Fax: (212) 972-9487
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
45 Morris Street
Yonkers, New York 10705
__________________
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON AUGUST 20, 1996
__________________
To the Stockholders of COMMUNITY MEDICAL TRANSPORT, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of COMMUNITY MEDICAL TRANSPORT, INC., a Delaware corporation (the
"Company"), will be held at 529 Fifth Avenue, 8th Floor, New York, New York on
Tuesday, August 20, 1996 at the hour of 10:00 a.m., for the following purposes:
1) To elect four Directors of the Company for the ensuing year;
2) To amend the Company's 1992 Employees' Stock Option Plan to
increase the number of shares of Common Stock available
thereunder from 263,500 to 750,000 shares;
3) To ratify the selection of Richard A. Eisner & Company, LLP as
the Company's independent auditors for the fiscal year ending
December 31, 1996; and
4) To transact such other business as may properly come before
the Meeting.
Only stockholders of record at the close of business on July 26, 1996
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
CRAIG V. SLOANE, Secretary
New York, New York
August 5, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND PROMPTLY
RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING BY GIVING
WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
45 Morris Street
Yonkers, New York 10705
_____________
PROXY STATEMENT
_____________
This Proxy Statement is being mailed on or about August 5, 1996 to all
stockholders of record at the close of business on July 26, 1996 in connection
with the solicitation by the Board of Directors of Community Medical Transport,
Inc. (the "Company") of Proxies for the Annual Meeting of Stockholders (the
"Meeting") to be held on August 20, 1996. Proxies will be solicited by mail, and
all expenses of preparing and soliciting such proxies will be paid by the
Company. All Proxies duly executed and received by the persons designated as
proxy therein will be voted on all matters presented at the Meeting in
accordance with the specifications given therein by the person executing such
Proxy or, in the absence of specified instructions, will be voted for the named
nominees to the Company's Board of Directors and in favor of the proposals to
amend the Company's 1992 Employees' Stock Option Plan and to ratify the
selection of Richard A. Eisner & Company, LLP as the Company's independent
auditors. The Company's Board of Directors does not know of any other matter
that may be brought before the Meeting but, in the event that any other matter
should come before the Meeting, or any nominee should not be available for
election, the persons named as proxy will have authority to vote all Proxies not
marked to the contrary in their discretion as they deem advisable. Any
stockholder may revoke his Proxy at any time before the Meeting by written
notice to such effect received by the Company at the address set forth above,
Attn: Corporate Secretary, by delivery of a subsequently dated Proxy or by
attending the Meeting and voting in person.
The total number of shares of the Company's Common Stock outstanding as
of July 26, 1996 was 3,390,299. The Common Stock is the only class of securities
of the Company entitled to vote, each share being entitled to one non-cumulative
vote. Only stockholders of record as of the close of business on July 26, 1996
will be entitled to vote. A majority of the shares of Common Stock outstanding
and entitled to vote, or 1,695,150 shares, must be present at the Meeting in
person or by proxy in order to constitute a quorum for the transaction of
business. Abstentions and broker nonvotes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Assuming the presence of a quorum, a vote of a majority of the shares of Common
Stock present and voting, in person or by proxy, at the Meeting is required to
pass upon each of the matters presented. Abstentions will be counted in
tabulations of the votes cast on each of the proposals presented at the Meeting,
whereas broker nonvotes will not be counted for purposes of determining whether
a proposal has been approved. "Broker nonvotes" are proxies received from
brokers who, in the absence of specific voting instructions from beneficial
owners of shares held in brokerage name, have declined to vote such shares in
those instances where discretionary voting by brokers is permitted.
A list of stockholders entitled to vote at the Meeting will be
available at the Company's offices, 45 Morris Street, Yonkers, New York for a
period of ten days prior to the Meeting and at the Meeting itself for
examination by any stockholder.
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of July 26, 1996, by (i) each
director of the Company, (ii) each person known by the Company to own
beneficially 5% or more of the Company's Common Stock and (iii) all directors
and executive officers of the Company as a group:
Amount of
Name and Address Beneficial Percent
of Beneficial Owner Ownership(1) of Class
- ------------------- ------------ --------
Dean L. Sloane 1,375,596(2) 40.6%
45 Morris Street
Yonkers, NY 10705
Craig V. Sloane 90,000(3) 2.6%
45 Morris Street
Yonkers, NY 10705
Bernard M. Kruger 106,400(4) 3.1%
170 East 78th Street
New York, NY 10021
Lucius J. Riccio 1,000(4) *
315 East 69th Street
New York, NY 10021
All current executive 1,586,746(5) 45.4%
officers and directors as
a group (6 persons)
- ------
* Less than 1%.
(1) Includes shares pursuant to currently exercisable options as well as
those options which will become exercisable within 60 days of July 26,
1996. Except as otherwise indicated, the persons named herein have sole
voting and dispositive power with respect to the shares beneficially
owned.
(2) Does not include 100,000 shares owned by Mary K. Sloane, Dean L.
Sloane's wife. Dean L. Sloane disclaims beneficial ownership of such
shares.
(3) Includes 90,000 shares issuable upon exercise of outstanding options.
(4) Includes 1,000 shares issuable upon exercise of outstanding options.
(5) Includes 103,250 shares issuable upon exercise of outstanding options.
2
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ELECTION OF DIRECTORS
Four directors are to be elected at the Meeting to serve for a term of
one year or until their respective successors are elected and qualified.
Information Concerning Nominees
The following table sets forth the positions and offices presently held
with the Company by each nominee, his age and his tenure as a director:
Positions
and Offices
Presently
Held with Director
Name Age the Company Since
---- --- ----------- -----
Dean L. Sloane 50 President, Chairman 1988
of the Board, Chief
Executive Officer
and Director
Craig V. Sloane 45 Vice 1990
President -
Operations,
Secretary
and Director
Bernard M.
Kruger, M.D. 54 Director 1994
Lucius J.
Riccio, Ph.D. 47 Director 1994
Dean L. Sloane has served as Chairman of the Board, President, Chief
Executive Officer and a Director of the Company since December 1988. Mr. Sloane
served as Chief Executive Officer of Prime Medical Services Inc. (formerly known
as C.P. Rehab Corp.), a public specialty medical management service company,
from 1973 through 1988. Mr. Sloane co-founded and served as Chairman of the
Board of National Home Health Care Corp., a public medical management and home
care company, from 1983 to 1986. Mr. Sloane also served as a director of EPIC
Health Group, Inc., a public mail order pharmaceutical company, from 1984 to
1986. Mr. Sloane has been a member of the Young Presidents Organization since
1985. Mr. Sloane is a Certified Public Accountant but does not practice.
3
<PAGE>
Craig V. Sloane has served as Vice President-Operations and a Director
of the Company since December 1990. From 1985 through October 1990, he was a
futures analyst at Smith Barney Harris & Upham.
Bernard M. Kruger, M.D. has been in the private practice of internal
medicine and medical oncology since 1979, and is affiliated with Lenox Hill
Hospital, Beth Israel Hospital, Mount Sinai Hospital and the Orthopedic
Institute.
Lucius J. Riccio, Ph.D. has served as a management consultant on
transportation issues since January 1994. From February 1990 to December 1993 he
served as Commissioner of the New York City Department of Transportation. From
1986 to 1990 he served as Deputy Commissioner, Highway Operations, of the New
York City Department of Transportation.
Dean L. Sloane and Craig V. Sloane are brothers.
Identification of Executive Officers
(Excludes Executive Officers who are also Directors)
<TABLE>
<CAPTION>
Name Age Position(s) Principal Occupation
---- --- ----------- --------------------
<S> <C> <C> <C>
Donald J. Panos 35 Vice President of Has been employed by the Company
Finance, Chief since November 1995. From August
Financial Officer 1994 to November 1995, Mr. Panos was
employed as a manager with an
accounting firm, Herman J. Dobkin &
Company, L.L.P. From 1989 to 1994,
Mr. Panos was employed by Horsehead
Industries, Inc., a $750 million
private company with a public
subsidiary and publicly traded debt
as Manager of Financial Reporting.
From 1987 to 1989, he was a Senior
Accountant with Ernst & Young. Mr.
Panos is a CPA.
Steven R. Fittante 41 Vice President of Has been employed by the Company
Corporate since July 1995. From June 1993 to
Development June 1995, he was employed by
Mayflower Laidlaw Transit, Inc.,
serving most recently as North East
Regional Manager. From 1985 to 1993,
he was director of Monmouth County
Department of Transportation.
</TABLE>
4
<PAGE>
Executive officers are elected annually by the Company's Board of
Directors to hold office until the first meeting of the Company's Board of
Directors following the next annual meeting of stockholders and until their
successors are chosen and qualified.
Information Concerning the Board
The Board of Directors held three meetings, including actions taken by
unanimous written consent in lieu of meetings, during the year ended December
31, 1995. All then incumbent directors attended all of such meetings.
The Compensation and Stock Option Committee of the Company's Board of
Directors reviews and implements appropriate action with respect to all matters
pertaining to stock options granted under the Company's 1992 Employees' Stock
Option Plan and reviews and recommends to the Company's Board of Directors
compensation programs for the Company's officers. The Compensation and Stock
Option Committee is currently composed of Messrs. Kruger and Riccio. The
Compensation and Stock Option Committee held five meetings, including actions
taken by unanimous written consent in lieu of meetings, during the year ended
December 31, 1995. All then incumbent members of the Compensation and Stock
Option Committee participated in all of such meetings.
The Audit Committee of the Company's Board of Directors is charged with
the review of the activities of the Company's independent auditors (including,
but not limited to, fees, services and scope of audit). The Audit Committee is
presently composed of Messrs. Kruger and Riccio. The Audit Committee met once
with respect to the 1995 fiscal year end audit. All then incumbent members of
the Audit Committee attended the meeting.
The Company does not have a nominating committee, charged with the
search for and recommendation to the Company's Board of Directors of potential
nominees for the Company's Board of Directors positions. These functions are
performed by the Company's Board of Directors as a whole.
Reporting Delinquencies
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10% stockholders are
required by regulations promulgated under the Exchange Act to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the
5
<PAGE>
Company believes that during the fiscal year ended December 31, 1995, its
officers, directors and greater than 10% beneficial owners complied with all
applicable filing requirements.
PROPOSED AMENDMENT TO THE 1992 EMPLOYEES' STOCK OPTION PLAN
The Company's 1992 Employees' Stock Option Plan (the "1992 Plan") was
amended by the Board of Directors on February 7, 1996 to increase the number of
shares of Common Stock available thereunder from 263,500 to 750,000 shares,
subject to the approval of the Company's stockholders. The Company believes that
it has been successful in the past in attracting and retaining qualified
employees, officers and consultants in part because of its ability to offer such
persons options to purchase Common Stock. The Company believes that the increase
in the number of shares reserved for issuance pursuant to the 1992 Plan is
necessary for the Company to continue to attract and retain qualified employees,
officers and consultants.
The 1992 Plan provides for its administration by the Board of Directors
or by a stock option committee (the "Committee") appointed by the Board of
Directors. The Board of Directors or the Committee, as appropriate, has
discretionary authority (subject to certain restrictions) to determine the
individuals to whom and the times at which options will be granted and the
number of shares subject to such options. The Board of Directors or the
Committee may interpret the provisions of the 1992 Plan and may prescribe, amend
and rescind rules and regulations relating thereto.
The purchase price of shares of Common Stock subject to an Incentive
Stock Option (within the meaning of Section 422 of the Code) under the 1992 Plan
may not be less than the fair market value of the shares on the date upon which
such option is granted. In addition, in the case of an optionee who is also a
more than 10% stockholder of the Company, the purchase price of the shares may
not be less than 110% of the fair market value of the shares on the date upon
which such option is granted. Further, the aggregate fair market value
(determined as of the date of the option grant) of shares of Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by
the holder of the option during any calendar year may not exceed $100,000. The
option price of nonstatutory options granted under the 1992 Plan ("Nonstatutory
Options") is determined by the Board of Directors or the Committee in its
absolute discretion at the time of grant.
The 1992 Plan is open to participation by all employees, including
officers of the Company or of any subsidiary of the Company, as well as by
consultants to the Company or any subsidiary of the Company. At July 15, 1996
there were approximately 304 employees of the Company eligible to participate in
the 1992 Plan.
Assuming approval of the proposed amendment to the 1992 Plan and after
giving effect thereto, there would be 194,000 shares reserved for then issued
outstanding options and options to purchase 556,000 shares available for grant
under the 1992 Plan.
6
<PAGE>
Board Recommendation
The affirmative vote of the holders of a majority of the shares of
Common Stock of the Company present and voting, in person or by proxy, at the
Meeting is required for approval of this proposal. The Board recommends a vote
FOR such proposal.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation paid
or accrued by the Company or its subsidiaries for services rendered during the
fiscal years ended December 31, 1993, 1994 and 1995 to the Company's Chief
Executive Officer and to any executive officer whose compensation exceeded
$100,000 during its fiscal year ended December 31, 1995:
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Other Annual
Principal Position Year Salary (1) Bonus Compensation(2)
<S> <C> <C> <C> <C>
Dean Sloane 1995 $225,000 0 $45,626
President and Chief 1994 $257,000 0 $40,374
Executive Officer 1993 $142,000 0 $37,952
Craig Sloane
Vice President-Operations 1995 $ 85,000 $15,000 $12,000
1994 $ 85,000 $15,000 $ 2,000
1993 $ 92,500 0 0
</TABLE>
- ------
(1) All such amounts for 1993 represent compensation paid to DMJ Management
Group, Inc. ("DMJ"), a corporation wholly owned by Dean L. Sloane,
which until the Company's initial public offering on September 30, 1994
(the "Public Offering"), provided Mr. Sloane's services as a consultant
to the Company. In 1994 such compensation payable through DMJ was
$205,000 with the balance attributable to payments under Mr. Sloane's
employment agreement.
(2) Consists of automobile lease payments.
7
<PAGE>
Employment Agreements
Upon consummation of the Public Offering, the Company entered into an
employment agreement with Dean L. Sloane, President and Chief Executive Officer
of the Company. The agreement has a three-year term which renews for an
additional year on each anniversary of the agreement, and provides for an annual
base compensation of $225,000, with annual increases based on a published cost
of living index. In addition, Mr. Sloane is entitled to such bonuses as may be
awarded by the Company's Board of Directors in its discretion. The agreement
calls for payment of benefits, including life insurance and automobile expenses,
similar to that received prior to execution of the agreement. In the event the
Company terminates Mr. Sloane's employment without cause or Mr. Sloane
terminates the agreement for "good reason" (as defined in the agreement), the
Company has agreed to pay to Mr. Sloane as severance, an amount equal to Mr.
Sloane's monthly salary multiplied by the greater of (i) the number of months
remaining between the date of termination and the then expiration date of the
agreement, and (ii) twelve. The Company is the beneficiary of a $1.0 million key
man life insurance policy with respect to Mr. Sloane. The agreement also
contains a non-competition provision covering the term of the agreement plus one
year following termination.
Upon consummation of the Public Offering the Company also entered into
an employment agreement with Craig V. Sloane, Vice President-Operations of the
Company. The agreement has a three-year term which renews for an additional year
on each anniversary of the agreement, and provides for an annual base
compensation of $85,000 subject to increase at least 5% per year. The agreement
calls for payment of benefits including health insurance and automobile
expenses. The agreement also contains a non-competition provision covering the
term of the agreement plus one year following termination.
Compensation of Directors
Directors who are not employed by the Company are paid a fee of $1,000
for each meeting attended and $500 for each Board of Directors committee meeting
attended. All directors are reimbursed for expenses incurred on behalf of the
Company.
The Company has adopted a 1994 Directors' Stock Option Plan (the
"Directors' Plan") for non-employee directors of the Company and any of its
subsidiaries. The Directors' Plan authorizes the granting of stock options to
purchase an aggregate of 50,000 shares of the Company's Common Stock. Options
granted under the Directors' Plan do not qualify as incentive stock options
within the meaning of 422 of the Code. The Directors' Plan provides for the
automatic grant to each of the Company's non-employee directors of options to
purchase 1,000 shares of Common Stock on the first day of the Company's fiscal
year. The options have an exercise price of 100% of the fair market value of the
Common Stock on the date of grant, have a ten year term and become exercisable
in two (2) equal annual installments commencing on the first anniversary of the
grant thereof. The options may be exercised by payment in cash of the full
option exercise price. At the discretion of the Board, the exercise price may be
paid by tendering of shares of Common Stock having a fair market value
8
<PAGE>
equal to the option exercise price or by tendering cash in an amount equal to
the aggregate par value of the shares being purchased, together with an interest
bearing note for the remainder of the purchase price in form, and having terms
satisfactory to the Board, in its sole discretion.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Richard A. Eisner & Company, LLP to
audit the accounts of the Company for the fiscal year ending December 31, 1996.
Such firm, which has served as the Company's independent auditor since March
1994 has reported to the Company that none of its members has any direct
financial interest or material indirect financial interest in the Company.
Unless instructed to the contrary, the persons named in the enclosed
proxy intend to vote the same in favor of the ratification of Richard A. Eisner
& Company, LLP as the Company's independent auditors.
A representative of Richard E. Eisner & Company, LLP is expected to
attend the meeting and will be afforded the opportunity to make a statement
and/or respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 1997
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Exchange Act, must be
received by the Company's offices in Yonkers, New York by April 22, 1997 for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.
9
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
45 Morris Street
Yonkers, New York 10705
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Dean L. Sloane and Craig V. Sloane as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated below, all the
shares of Common Stock of Community Medical Transport, Inc. (the "Company") held
of record by the undersigned on July 26, 1996 at the Annual Meeting of
Stockholders to be held on August 20, 1996 or any adjournment thereof.
1. Election of Directors:
|_| FOR all nominees listed below
(except as marked to the contrary below)
|_| WITHHOLD AUTHORITY to vote for all nominees listed below
(Instruction: To withhold authority to vote for any individual nominee, strike
such nominee's name from the list below.)
Dean L. Sloane Craig V. Sloane
Bernard M. Kruger Lucius J. Riccio
2. To amend the Company's 1992 Employees' Stock Option Plan to increase the
number of shares of Common Stock available thereunder from 263,500 to 750,000
shares.
FOR |_| AGAINST |_| ABSTAIN |_|
3. To ratify the selection of Richard A. Eisner & Company, LLP as the Company's
independent auditors for the fiscal year ending December 31, 1996.
FOR |_| AGAINST |_| ABSTAIN |_|
4. To transact such other business as may properly come before the meeting.
If no direction is made, this proxy will be voted FOR Proposals 1, 2, and 3.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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 the
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
Date: , 1996
----------------------------
