<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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 JULY 24, 1997
___________
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
Thursday, July 24, 1997 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 1994 Directors' Stock Option Plan;
3) To ratify the selection of Richard A. Eisner & Company, LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1997; and
4) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on June 25, 1997
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
CRAIG V. SLOANE, Secretary
New York, New York
June 27, 1997
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 June 27, 1997 to all
stockholders of record at the close of business on June 25, 1997 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 July 24, 1997. 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 1994 Directors' 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 June 25, 1997 was 5,246,072. 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 June 25, 1997
will be entitled to vote. A majority of the shares of Common Stock outstanding
and entitled to vote, or 2,623,037 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 the proposals to amend the Company's 1994
Directors' Stock Option Plan and to ratify the selection of the Company's
independent auditors, 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.
1
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of June 25, 1997, 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 1,380,596(2) 26.3%
45 Morris Street
Yonkers, NY 10705
Craig V. Sloane 95,000(3) 1.8%
45 Morris Street
Yonkers, NY 10705
Bernard M. Kruger 114,400(4) 2.2%
170 East 78th Street
New York, NY 10021
Lucius J. Riccio 4,000(4) *
315 East 69th Street
New York, NY 10021
All current executive 1,631,496(5) 30.3%
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 June 25,
1997. 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 95,000 shares issuable upon exercise of outstanding options.
(4) Includes 4,000 shares issuable upon exercise of outstanding options.
(5) Includes 138,000 shares issuable upon exercise of outstanding options.
2
<PAGE>
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 Presently Held Director
Name Age with the Company Since
- ---- --- ------------------------ ---------
Dean L. Sloane 51 President, Chairman of the Board, 1988
Chief Executive Officer and
Director
Craig V. Sloane 46 Vice President-Operations, 1990
Secretary and Director
Bernard M.
Kruger, M.D. 55 Director 1994
Lucius J.
Riccio, Ph.D. 48 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. He is currently a director of Community Care Services, Inc., a medical
equipment and goods supplier, and Sunstar Heatlhcare, Inc., which is engaged in
managed care. Mr. Sloane has been a member of the Young Presidents Organization
since 1985. Mr. Sloane is a Certified Public Accountant but does not practice.
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. He is currently a director of
Community Care Services, Inc., a medical equipment and goods supplier.
3
<PAGE>
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. He is currently a director of Community Care Services, Inc., a
medical equipment and goods supplier.
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)
Name Age Position(s) Principal Occupation
---- --- ----------- --------------------
Donald J. Panos 36 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 42 Vice President Has been employed by the Company
of 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.
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.
4
<PAGE>
Information Concerning the Board
The Board of Directors held three meetings during the year ended
December 31, 1996. 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 three meetings during the year
ended December 31, 1996. 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 the audit). The Audit Committee
is presently composed of Messrs. Kruger and Riccio. The Audit Committee met once
with respect to the 1996 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 Company believes that during the fiscal year
ended December 31, 1996, no officer, director or greater than 10% beneficial
owner was late with his filings other than Craig Sloane, Steven Fittante and
Donald Panos.
5
<PAGE>
PROPOSED AMENDMENT TO THE 1994 DIRECTORS' STOCK OPTION PLAN
The Board of Directors of the Company has unanimously adopted a
resolution approving, and recommending to the Company's stockholders for their
approval, an amendment to the 1994 Directors' Stock Plan (the "Directors' Plan")
to increase the number of shares of Common Stock underlying options that will be
granted to each nonemployee director from 1,000 shares to 5,000 shares per year
and to modify the period of exercisability of options granted from two equal
annual installments commencing on the first anniversary of the date of grant to
two equal installments commencing on the date of grant. A summary of the
principal features of the Directors' Plan is provided below, but is qualified in
its entirety by reference to the full text of the Directors' Plan.
The Amendment to the Directors' Plan
The Directors' Plan currently provides for the issuance of options to
purchase 1,000 shares of Common Stock to each of the Company's nonemployee
directors on January 1st of each year. As the Company continues to grow, the
Company needs the ability to attract and retain highly qualified directors who
maintain an equity interest in the Company so as to align the interests of such
directors with those of the stockholders and as to allow the directors to
participate in the success and growth of the Company and its subsidiaries. The
Board of Directors believes that in order to be able to continue to attract and
retain the best available individuals to serve as non-employee directors, the
current option compensation package for non-employee directors must be enhanced.
As a result, the Board of Directors has adopted a resolution which
provides (i) for an increase in the number of shares of Common Stock underlying
options that will be granted to each nonemployee director from 1,000 shares to
5,000 shares per year and (ii) for a modification of the period of
exercisability of options granted from two equal annual installments commencing
on the first anniversary of the date of grant to two equal installments
commencing on the date of grant. The Board of Directors believes this amendment
to the Directors' Plan will serve as an incentive to its directors and to
promote the growth and success of the Company's business while rewarding such
individuals for their efforts on behalf of the Company. The Board of Directors,
therefore, believes that such amendment is in the best interests of the Company
and its stockholders and will recommend to the Meeting that the stockholders
ratify and approve the adoption of such amendment.
In the event of a change in the outstanding shares of the Company's
Common Stock by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, reorganization or other change in corporate structure,
the number and/or type of shares to be awarded under the Directors' Plan shall
be adjusted appropriately by the Board of Directors to prevent an unfavorable
effect upon the value of the options to be granted under the Directors' Plan.
Except as proposed to be amended above, all provisions of the
Directors' Plan, as previously approved by the stockholders, would remain in
effect.
6
<PAGE>
Administration
The Directors' Plan is to be administered by the Board of Directors.
Eligibility
The class of persons eligible to participate in the Directors' Plan
shall include directors who are not employees of the Company or its
subsidiaries. The Company anticipates that as of the Annual Meeting, the
approximate number of directors that will be eligible to participate in the
Directors Plan will be two.
Effective Date and Termination
The Directors' Plan was effective in 1994. The Board of Directors may,
at any time, terminate the Directors' Plan. Termination of the Directors' Plan
will not adversely affect a participant's rights to any option granted prior to
termination.
Terms of Stock Options
Options granted under the Directors' Plan do not qualify as incentive
stock options ("Nonstatutory Options") within the meaning of the Internal
Revenue Code of 1986, as amended (the "Code"). The options have an exercise of
100% of the fair market value of the Company's Common Stock on the date of
grant. The exercise price for any option granted under the Directors' Plan must
be paid in full at the time of exercise. The exercise price may be paid in cash.
At the discretion of the Board of Directors, the exercise price may be paid by
tendering shares of Common Stock having a fair market value equal to the
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, including terms, satisfactory to
the Board in its sole discretion.
Options must be granted within ten years of the effective date of the
Directors' Plan. The options have a term of ten years and become exercisable in
two equal annual installments commencing on the first anniversary of the date of
grant.
If the amendment to the Directors' Plan is approved by the
stockholders, the options become exerciasable in two equal installments
commencing on the date of grant.
Option Grants
The Directors' Plan currently provides for the issuance of Nonstatutory
Options to purchase 1,000 shares of Common Stock to each of the Company's
nonemployee directors on January 1st of each year.
7
<PAGE>
If the amendment to the Directors' Plan is approved by the
stockholders, the Company will issue Nonstatutory Options to purchase 5,000
shares of Common Stock to each of the Company's nonemployee directors on January
1st of each year, except as noted below.
On November 11, 1996, the Board of Directors granted, subject to
stockholder approval of the amendment to the Directors' Plan, Nonstatutory
Options to purchase 5,000 shares of Common Stock to each of Bernard M. Kruger
and Lucius J. Riccio, each a nonemployee director of the Company. Such grant was
in lieu of any issuance of Nonstatutory Options on January 1, 1997.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of the
Directors' Plan is intended to be a summary of applicable federal income tax
law. State and local tax consequences may differ. Because the federal income tax
rules governing options are complex and subject to frequent change, participants
are advised to consult their tax advisor prior to exercise.
A participant is not taxed on the grant of Nonstatutory Options. Upon
exercise, however, the participant recognizes ordinary income equal to the
difference between the option price and the fair market value of the shares on
the date of exercise. The Company is entitled to an income tax deduction in the
year of exercise in the amount recognized by the participant of the ordinary
income. Any gain or subsequent disposition of the shares is long-term capital
gain if the shares are held for at least one year following exercise. The
Company does not receive an income tax deduction for this gain.
Approval by Stockholders
The affirmative vote of a majority of the shares of Common Stock
represented at the Meeting and entitled to vote thereon is required to approve
the amendment to the Directors' Plan. Shares of Common Stock that are voted to
abstain and shares which are subject to broker nonvotes with respect to any
matter will not be considered cast with respect to that matter.
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, 1994,
8
<PAGE>
1995 and 1996 to the Company's Chief Executive Officer and to any executive
officer whose compensation exceeded $100,000 during its fiscal year ended
December 31, 1996:
Summary Compensation Table
<TABLE>
<CAPTION>
_____________________________________________________________________________________________________________
Long Term
Compensation
Awards
Name and Principal Other Annual Securities Underlying
Position Year Salary Bonus Compensation (1) Options
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dean Sloane, President and 1996 $225,000 $37,240 0
Chief Executive Officer 1995 $225,000 $45,626 0
1994 $257,000 $40,374 0
Craig Sloane, Vice- 1996 $ 90,000 $15,000 $12,000 $10,000
President-Operations 1995 $ 85,000 $15,000 $12,000 0
1994 $ 85,000 $15,000 $ 2,000 0
____________________________________________________________________________________________________________
</TABLE>
(1) Consists of automobile lease payments.
The following table sets forth all grants of stock options to each of
the named executive officers of the Company during the fiscal year ended
December 31, 1996.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Per Cent of Total
Number of Shares of Options Granted to
Common Stock Underlying Employees in Fiscal
Name Options Granted Year Exercise Price Expiration Date
- ------------- ----------------------- ------------------- -------------- ---------------
<S> <C> <C> <C> <C>
Dean Sloane 0 --- --- ---
Craig Sloane 10,000 14.5% $4.3125* May 28, 2006
</TABLE>
- ----------
* Such options were priced at $8.00 per share when granted on May 29, 1996, but
were repriced to $4.3125 on November 11, 1996.
9
<PAGE>
The following table sets forth information as to options exercised by
each of the named executives during the fiscal year ended December 31, 1996 and
the value of in-the-money options held by such executives at December 31, 1996.
Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Ac- Value Number of Shares of Common Stock Under-
Name quired on Exercise Realized lying Unexercised Options at 12/31/96 Value of In-the-Money Options at 12/31/96
---- ------------------- -------- --------------------------------------- --------------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Dean Sloane -- -- -- -- -- --
Craig Sloane -- -- 90,000 5,000 $179,350 --
</TABLE>
- ------------
* Value is based on the excess of the closing bid price of the Company's Common
Stock as of December 31, 1996 ($3.00 per share) over the option price of the
in-the-money options.
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 Board 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.
10
<PAGE>
Employees' Stock Option Plan
The Company maintains its 1992 Employees' Stock Option Plan (the
"Employees' Plan") for officers, employees, and consultants of the Company or
any of its subsidiaries under which 750,000 shares of its Common Stock are
reserved for issuance upon the exercise of options granted thereunder.
As of the date hereof, 234,000 of such options have been granted.
The Employees' Plan is administered by a Stock Option Committee (the
"Committee"), consisting of two disinterested members of the Board of Directors.
In general, the Committee will select the persons to whom options will be
granted and will determine, subject to the terms of the Employees' Plan, the
number, the exercise period and other provisions of such options. The options
granted under the Employees' Plan will be exercisable in such installments as
may be provided in the grant.
Options granted to employees may be either incentive stock options
under the Code ("Incentive Options") or Nonstatutory Options. The Committee may
determine the exercise price, provided that in the case of Incentive Options,
such price may not be less than 100% (110% in the case of Incentive Options
granted to holders of 10% of the voting power of the Company's stock) of the
fair market value (as defined in the Employees' Plan) of the Company's Common
Stock at the date of grant. The aggregate fair market value (determined at time
of option grant) of stock with respect to which Incentive Options become
exercisable for the first time in any year cannot exceed $100,000.
The options are evidenced by a written agreement containing the above
terms and such other terms and conditions consistent with the Employees' Plan as
the Committee may impose. Each option, unless sooner terminated, shall expire no
later than ten years (five years in the case of Incentive Options granted to
holders of 10% of the voting power of the Company's stock) from the date of the
grant, as the Committee may determine. The Committee has the right to amend,
suspend or terminate the Employees' Plan at any time, provided, however, that
unless ratified by the Company's stockholders within twelve months thereafter,
no amendment or change in the Employees' Plan will be effective: (a) increasing
the total number of shares which may be issued under the Employees' Plan; (b)
reducing below fair market value on the date of grant the price per share at
which any option which is an Incentive Option may be granted; (c) extending the
term of the Employees' Plan or the period during which any option which is an
Incentive Option may be granted or exercised; (d) altering in any way the class
of persons eligible to participate in the Employees' Plan; (e) materially
increasing the benefits accruing to participants under the Employees' Plan; or
(f) with respect to options which are Incentive Options, amending the Employees'
Plan in any respect which would cause such options to no longer qualify for
incentive stock option treatment pursuant to the Code.
11
<PAGE>
Compensation of Directors
Directors who are not employed by the Company will be paid a fee of
$1,000 for each board of directors meeting attended and $500 for each committee
meeting attended. All directors are reimbursed for expenses incurred on behalf
of the Company.
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, 1997.
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 1998
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 March 26, 1998 for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.
12
<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 June 25, 1997 at the Annual Meeting of
Stockholders to be held on July 24, 1997 or any adjournment thereof.
<TABLE>
<CAPTION>
1. Election of Directors:
<S> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
(except as marked to the contrary 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 1994 Directors' Stock Option Plan.
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, 1997.
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:________________________, 1997
</TABLE>
13
