COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive
White Plains, New York 10604
NOTICE OF A SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON November 10, 1998
To the Stockholders of
COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive
White Plains, New York 10604
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of COMMUNITY MEDICAL TRANSPORT, INC. , a Delaware corporation (the
"Company"), will be held at 4 Gannett Drive, White Plains, New York on November
10, 1998 at the hour of 9:00 a.m., for the following purposes:
1) To consider and vote on a proposed amendment to amend the
Company's Certificate of Incorporation to provide for a 6 to 1
reverse capitalization of the Company's outstanding common
stock, $.001 par value;
2) To consider and vote on a proposed amendment to amend the
Company's Certificate of Incorporation to decrease the
authorized common stock of the Company from 20,000,000 shares
to 5,000,000 shares, to decrease the authorized shares of
preferred stock of the Company, $.001 par value, from
5,000,000 to 1,000,000 and to eliminate the Class A
nonvoting common stock of the Company, $.001 par value; and
3) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on October 5, 1998
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
CRAIG V. SLOANE, Secretary
White Plains, New York
October 28, 1998
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.
4 Gannett Drive
White Plains, New York 10604
PROXY STATEMENT
This Proxy Statement is being mailed on or about October 28, 1998 to
all stockholders of record at the close of business on October 5, 1998 in
connection with the solicitation by the Board of Directors of COMMUNITY MEDICAL
TRANSPORT, INC. (the "Company") of Proxies for a Special Meeting of Stockholders
(the "Meeting") to be held on November 10, 1998. 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
proposed amendment to the Company's Certificate of Incorporation. 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, 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 October 5, 1998 was 5,993,652. 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
October 5, 1998 will be entitled to vote. A majority of the shares of Common
Stock outstanding and entitled to vote, or 2,996,827 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 non-votes will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business.
The affirmative vote of a majority of the outstanding shares of Common
Stock is required for the proposals to amend the Certificate of Incorporation.
Shares that are withheld and broker non-votes will have the same effect
on the vote.
Under the General Corporation Law of the State of Delaware,
stockholders of the Company do not have appraisal rights in connection with the
proposal.
A list of stockholders entitled to vote at the Meeting will be
available at the Company's offices, 4 Gannett Drive, White Plains, New York, for
a period of ten days prior to the Meeting and at the Meeting itself for
examination by any stockholder.
1
<PAGE>
PROPOSAL 1
The Board of Directors has unanimously decided to submit to a vote of
the stockholders a proposal to amend the Company's Certificate of Incorporation
to reduce the number of the Company's issued and outstanding shares of common
stock, which is to be achieved by undertaking a reverse stock split whereby
every 6 shares of common stock of the Company (the "Common Stock") outstanding
on the close of business on October 5, 1998 (the "Existing Shares") shall be
exchanged for one (1) share of the Company's Common Stock (the "New Shares")
having terms identical in every respect to the Existing Shares (the transaction
shall be referred to herein as the "Reverse Split"). No fractional shares of the
New Shares are to be issued with respect to the Reverse Split. In lieu thereof,
the Company will pay in cash to each holder of the Existing Shares an amount
equal to any fractional shares of the New Shares that would otherwise be due to
such holder.
The reason for the proposed reverse stock split of the Company's common
stock is to assure continued listing on the Nasdaq SmallCap Stock Market. The
Company is required to maintain a minimum bid price per share of $1.00. The
minimum bid for the Company's common stock has been below $.50, and the Company
has been advised by Nasdaq that unless the Company's common stock maintains a
minimum bid price per share of $1.00 or more for 10 consecutive trading days, it
will be delisted from the SmallCap Market on December 2, 1998. While the Company
may appeal such action, the Company has determined that it is advisable to
attempt to increase the price of its common stock.
If the Reverse Split is approved by the stockholders, it will occur at
the close of business on November 12, 1998. At the close of business on October
5, 1998, the Company had approximately 5,993,652 shares of Common Stock
outstanding. The Reverse Split will reduce this number to approximately 998,942.
Except as a result of the receipt by some stockholders of cash in lieu of
fractional shares, the Reverse Split, in itself, will not affect any
stockholders' percentage holdings in the Company. However, Proposal 2
contemplates that the number of shares of Common Stock authorized by the
Company's Certificate of Incorporation shall be reduced to 5,000,000, that the
number of shares of preferred stock of the Company, $.001 par value, shall be
reduced to 1,000,000 shares, and the Class A nonvoting common stock of
the Company, $.001 par value, shall be eliminated.
It is anticipated that the Company may issue additional shares of
Common Stock in the future to raise additional capital.
If the Reverse Split is approved by the stockholders, each stockholder
will, as soon as practicable after the Meeting, be notified that their shares of
Existing Shares have been converted to a reduced number of New Shares pursuant
to the Reverse Split and Stockholders will then be asked to exchange their
certificates representing the Existing Shares for new certificates evidencing
the New Shares.
In order to effect the Reverse Split, the Company's Certificate of
Incorporation must be amended in the manner set forth on Annex A. The only
effect of such amendment will be to cause the Reverse Split as described herein.
A vote by a stockholder in favor of the Reverse Split will constitute a vote in
favor of amending the Company's Certificate of Incorporation in the manner set
forth on Annex A.
The Company's Board of Directors believes that maintenance of the
Nasdaq listing is beneficial to the Company and its stockholders and recommends
a vote for the proposed reverse stock split of the Company's common stock. The
Board of Directors believes the proposed Reverse Split will create long-term
benefit for the Company by increasing market interest in the Company's Common
Stock and increasing the nominal per-share value and per-share earnings of the
Company's Common Stock. Given the volatility of the Company's common stock, the
Board of Directors believes that the proposed reverse stock split will help
maintain a sufficient minimum bid price per share to ensure continued listing on
the SmallCap Stock Market.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED REVERSE SPLIT.
2
<PAGE>
PROPOSAL 2
The Board of Directors has unanimously decided to submit to a vote of
the stockholders a proposal to amend the Company's Certificate of Incorporation
to decrease the authorized Common Stock of the Company from 20,000,000 shares to
5,000,000 shares, to decrease the authorized shares of preferred stock of the
Company (the "Preferred Stock"), $.001 par value, from 5,000,000 to 1,000,000
and to eliminate the Class A nonvoting common stock of the Company (the
"Class A Common Stock"), $.001 par value (collectively, the "Stock Decrease").
The reason for the proposed Stock Decrease is to reduce the aggregate
number of authorized capital shares of the Company. The Stock Decrease will have
the effect of decreasing the Company's Delaware Franchise Tax expense. The
Company does not believe the elimination of the Class A Common Stock will have
any negative peripheral effects. There are currently no shares of Class A Common
Stock or Preferred Stock outstanding, and the Company believes that the
Preferred Stock has the same utility as the Class A Common Stock in the event
that the issuance of shares other than Common Stock is warranted.
In order to effect the Stock Decrease, the Company's Certificate of
Incorporation must be amended in the manner set forth on Annex B. The only
effect of such amendment will be to cause the authorized shares of capital stock
of the Company to be reduced or eliminated as described herein. A vote by a
stockholder in favor of the Stock Decrease will constitute a vote in favor of
amending the Company's Certificate of Incorporation in the manner set forth on
Annex B.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED STOCK DECREASE.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of September 30, 1998 by (i) each stockholder
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each director of the Company, and (iii) all
directors and executive officers as a group. Except as otherwise indicated, the
Company believes that the beneficial owners of the Common Stock listed below,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares, subject to community property laws where
applicable.
<TABLE>
<CAPTION>
Name and address of Beneficial Owner Number of Shares Beneficially
Owned Percentage of Class
- - -------------------------------------------- ---------------------------------- ------------------------------------
<S> <C> <C>
Dean L. Sloane 1,440,596 (1) 24.0%
45 Morris Street
Yonkers, NY 10705
Craig V. Sloane 95,000 (2) 1.6%
45 Morris Street
Yonkers, NY 10705
Bernard M. Kruger 119,900 (3) 2.0%
170 East 78th Street
New York, NY 10021
Lucius J. Riccio 9,500 (3) *
315 East 69th Stree
New York, NY 10021
Ronald V. Davis 376,667 (4) 6.3%
c/o Davis Capital LLC
2015 West Main Street
Stamford, Connecticut, 06902
Andrew M. Lessak 334,481 (5) 5.6%
c/o Joseph Charles & Assoc.
2500 North Military Trail
Boca Raton, Florida 33431
All directors and executive officers as a 1,687,496 (6) 27.5%
group (6 persons)
- - ------------
</TABLE>
* Less than 1%
(1) 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.
(2) Includes 95,000 shares of the Company's Common Stock subject to presently
exercisable options.
(3) Includes 9,500 shares of the Company's Common Stock subject to presently
exercisable options.
(4) As reported in a Schedule 13D, dated July 3, 1997.
(5) As reported in a Schedule 13G, dated September 23, 1998.
(6) Includes 136,500 shares subject to presently exercisable options.
4
<PAGE>
ANNEX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COMMUNITY MEDICAL TRANSPORT, INC.
-------------------------------------------------------------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
-------------------------------------------------------------------------
COMMUNITY MEDICAL TRANSPORT, INC., a Delaware corporation (the "Corporation"),
does hereby certify as follows:
FIRST: that this Amendment shall provide for a reverse stock split (the
"Reverse Stock Split") of the Corporation's common stock, par value $.001, per
share (the "Old Common Stock"), whereby each 6 shares of Old Common Stock shall
be combined into one validly issued share of new common stock (the "New Common
Stock"), the par value of which shall remain unchanged. No scrip or fractional
shares of the New Common Stock will be issued, but in lieu thereof, each person
who would otherwise be entitled to receive a fractional share of New Common
Stock shall be entitled to receive an amount in cash equal to any shares of the
New Common Stock that would otherwise be due to such holder.
SECOND: that this Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Certificate of Incorporation on the __ day of November, 1998, and
affirms that the statements contained herein are true under the penalty of
perjury.
COMMUNITY MEDICAL TRANSPORT, INC.
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
<PAGE>
ANNEX B
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COMMUNITY MEDICAL TRANSPORT, INC.
----------------------------------------------------------------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
----------------------------------------------------------------------------
COMMUNITY MEDICAL TRANSPORT, INC., a Delaware corporation (the "Corporation"),
does hereby certify as follows:
FIRST: that this Amendment shall provide for a change in the total
number of shares of capital stock which the Corporation shall have the authority
to issue.
SECOND: that the paragraphs labeled 4. and 4. A. in the Company's
Certificate of Incorporation, as amended, is hereby amended so that they shall
read as follows:
4. The total number of shares of stock which the Corporation shall have
authority to issue is 6,000,000, which shall consist of (i) 5,000,000 shares,
par value $.001 per share, designated as Common Stock (the "Common Stock") and
(ii) 1,000,000 shares, par value $.001 per share, designated as Preferred
Stock (the "Preferred Stock").
A. Common Stock. Subject to the provisions of any series of Preferred Stock
which may at the time be outstanding, the holders of shares of Common Stock
shall be entitled to receive, when and as declared by the Board of Directors out
of any funds legally available for the purpose, such dividends as may be
declared from time to time by the Board of Directors. In the event of the
liquidation of the Corporation, or upon distribution of its assets, after the
payment in full or the setting apart for payment of such preferential amounts,
if any, as the holders of shares of Preferred Stock at the time outstanding
shall be entitled, the remaining assets of the Corporation available for payment
and distribution to holders of shares of Common Stock shall, subject to any
participating or similar rights of shares of Preferred Stock at the time
outstanding, be distributed ratably among the holders of shares of Common Stock
at the time outstanding. All shares of Common Stock shall have no preference,
conversion, exchange, preemptive or redemption rights. The entire voting power
shall be vested in the shares of Common Stock. All shares of Common Stock shall
have equal, non-cumulative voting rights.
THIRD: that this Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Certificate of Incorporation on the __ day of November, 1998, and
affirms that the statements contained herein are true under the penalty of
perjury.
COMMUNITY MEDICAL TRANSPORT, INC.
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
4 GANNETT DRIVE
WHITE PLAINS, NEW YORK 10604
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMMUNITY MEDICAL
TRANSPORT, INC.
The undersigned Stockholder of Community Medical Transport, Inc., a
Delaware corporation, hereby acknowledges receipt of the Special Meeting of
Stockholders and Proxy Statement dated October 28, 1998, and hereby appoints
Dean L. Sloane and Craig V. Sloane, and each of them proxies and
attorneys-in-fact with full power to each of them of substitution, on behalf of
and in the name of the undersigned, to represent the undersigned at the Special
Meeting of Stockholders of Community Medical Transport, Inc., to be held on
November 10, 1998 at 9:00 a.m., local time, at the 4 Gannett Drive, White
Plains, New York, and at any adjournment or adjournments thereof, and to vote
all shares of Common Stock and Preferred Stock which the undersigned would be
entitled to vote if then and there personally present, on matters set forth
below:
1. Proposal to provide for a 6 to 1 reverse capitalization of the Company's
outstanding common stock:
__ FOR __ AGAINST __ ABSTAIN
2. Proposal to decrease the authorized common and preferred stock of the Company
and to eliminate all of the Class A nonvoting common stock of the Company:
__ FOR __ AGAINST __ ABSTAIN
and upon such other matter or matters that may properly come before the meeting
or any adjournment or adjournments thereof.
(to be signed on reverse side)
<PAGE>
(continued from other side)
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS SET FORTH ABOVE, AND
AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
A majority of such attorneys or substitutes as shall be present and
shall act at said meeting or any adjournment or adjournments thereof (or if only
one shall be present and act, then that one) shall have and may exercise all of
the powers of said attorneys-in-fact hereunder.
Dated: November __, 1998
Signature
Signature
(This proxy should be
marked, dated and signed by
the stockholder(s) exactly
as his/her/its name appears
hereon, and returned
promptly in the enclosed
envelope. Persons signing
in a fiduciary capacity
should so indicate. If
shares are held by joint
tenants or as community
property, both should
sign.)
