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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
/ / 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 240.14a-11(c) or 240.14a-12
COMMUNITY MEDICAL TRANSPORT, INC.
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(Name of Registrant as Specified in Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
___________________________________________________________________________
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COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive, Suite 150
White Plains, N.Y. 10604
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON AUGUST 19, 1998
---------------
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
Wednesday, August 19, 1998 at the hour of 9:00 a.m., for the following
purposes:
1) To elect four Directors of the Company for the ensuing year;
2) To ratify the selection of the Company's independent
auditors for the fiscal year ending December 31, 1998; and
3) To transact such other business as may properly come before
the Meeting.
Only stockholders of record at the close of business on July 21, 1998
are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
CRAIG V. SLOANE, Secretary
New York, New York
July 23, 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.
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COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive, Suite 150
White Plains, New York 10604
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PROXY STATEMENT
---------------
This Proxy Statement is being mailed on or about July 23, 1998 to all
stockholders of record at the close of business on July 21, 1998 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 19, 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 named nominees to the Company's Board of Directors and to ratify
the selection of Edward Isaacs & 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 21, 1998 was 6,090,683. 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 21, 1998 will be entitled to vote. A majority of the shares of Common
Stock outstanding and entitled to vote, or 3,045,342 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 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, 4 Gannett Drive, Suite 150, White Plains,
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 21, 1998, 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 1,440,596(2) 24.6%
4 Gannett Drive
White Plains, NY 10604
Craig V. Sloane 95,000(3) 1.6%
4 Gannett Drive
White Plains, NY 10604
Bernard M. Kruger 119,900(4) 2.0%
170 East 78th Street
New York, NY 10021
Lucius J. Riccio 9,500(4) *
315 East 69th Street
New York, NY 10021
Ronald V. Davis 376,667(5) 6.4%
c/o Davis Capital LLC
2015 West Main Street
Stamford, CT 06902
All current executive 1,707,496(6) 28.4%
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
21, 1998. Except as otherwise indicated, the persons named herein
have sole voting and dispositive power with respect to the shares
beneficially owned.
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(2) Does not include 100,000 shares owned by Mary K. Sloane, nor 5,000
shares owned by a foundation established by Mr. Sloane. Dean L.
Sloane disclaims beneficial ownership of such shares.
(3) Includes 95,000 shares issuable upon exercise of outstanding options.
(4) Includes 9,500 shares issuable upon exercise of outstanding options.
(5) As reported in Schedule 13D, dated July 3, 1997.
(6) Includes 154,000 shares issuable upon exercise of outstanding
options.
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 52 President, Chairman of the Board, 1988
Chief Executive Officer and
Director
Craig V. Sloane 47 Vice President-Operations, 1990
Secretary and Director
Bernard M.
Kruger, M.D. 55 Director 1994
Lucius J.
Riccio, Ph.D. 50 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
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Community Care Services, Inc., a medical equipment and goods supplier. 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.
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.
Executive Officers
Set forth below is information concerning the Company's present
executive officers who are not Directors
<TABLE>
<CAPTION>
Name Age Positions(s) Principal Occupation
---- --- ------------ --------------------
<S> <C> <C> <C>
Joseph A. Connell, 45 Chief Operating Has served as Chief Operating Officer of
Sr. Officer the Company since August 1997. From 1992 to
August 1997. Mr. Connell was Director of
Clinical Services for American Medical
Response-Med Trans of New York ("AMR")
supervising the employee health, quality
assurance, advanced life support and
general training departments of AMR's
Brooklyn and Yonkers facilities. From 1989
to 1992 Mr. Connell was a practicing
attorney. Mr. Connell is also a certified
Physician Assistant and a certified
Emergency Medical Technician-Paramedic in
the State of New York.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Donald J. Panos 37 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.
</TABLE>
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 during the year ended
December 31, 1997. 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, 1997. 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 1997 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.
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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, 1997, no officer, director or greater than 10%
beneficial owner was late with his filings other than Joseph A. Connell, Sr.
EXECUTIVE COMPENSATION
Summary Compensation Table
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, 1995, 1996 and 1997 to the
Company's Chief Executive Officer and to any executive officer whose
compensation exceeded $100,000 during its fiscal year ended December 31, 1997:
<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 1997 $225,000 $34,000 0
Chief Executive Officer 1996 $225,000 $37,000 0
1995 $225,000 $46,000 0
Craig Sloane, Vice- 1997 $ 94,000 0 $12,000 0
President-Operations 1996 $ 90,000 $15,000 $12,000 $10,000
1995 $ 85,000 $15,000 $12,000 0
</TABLE>
(1) Consists of automobile lease payments.
Option Grants in Last Fiscal Year
There were no grants of stock options to any of the named executives
during the fiscal year ended December 31, 1997.
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Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
The following table sets forth information as to options exercised by
each of the named executives during the fiscal year ended December 31, 1997
and the value of in-the-money options held by such executives at December 31,
1997.
<TABLE>
<CAPTION>
Number of Shares of Number of Shares of Common
Common Stock Acquired Value Stock Underlying Unexercised Value of In-the-Money
Name on Exercise Realized Options at 12/31/97 Options at 12/31/97
- ---- --------------------- -------- --------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dean Sloane -- -- -- -- -- --
Craig Sloane -- -- 95,000 0 $28,050 --
</TABLE>
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* Value is based on the excess of the closing bid price of the Company's
Common Stock as of December 31, 1997 ($1.22 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.
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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, options to purchase 203,000 Shares of Common Stock were
outstanding.
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.
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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.
The Company has adopted a 1994 Directors' Stock Option Plan (the
"Directors' Plan") for non-employment 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 Section 422 of the Internal Revenue Code. The Directors'
Plan, as amended in 1996, provides for the automatic grant to each of the
Company's non-employee directors of options to purchase 5,000 shares of Common
Stock on the first day of the Company's fiscal year. The options will 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 equal annual
installments commencing on the date of the grant. 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 equal to the option exercise price or by tendering
cash in the 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. Each director received 5,000 options in lieu of 1997 options
on November 11, 1996 and an additional 5,000 options on January 1, 1998 as
1998 options.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
On June 29, 1998 Edward Isaacs & Company, LLP was engaged to audit
the accounts of the Company for the fiscal year ending December 31, 1998,
succeeding Richard A. Eisner & Company LLP which was the Company's independent
auditor for fiscal years ending December 31, 1996 and 1997.
Richard A. Eisner & Company, LLP ("Eisner") terminated its position
as the Company's auditors on May 18, 1998 because Eisner was included as one
of several defendants in a lawsuit recently commenced by the Company. The
lawsuit alleged negligence and breach of contract claims against Eisner in
connection with a pre-acquisition audit of a business acquired by the Company.
After the commencement of the action, Eisner concluded that it could no longer
continue its role as the Company's independent auditor, and submitted its
resignation.
Eisner's report on the financial statements for either of the past
two (2) fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor was the report modified as to uncertainty, audit scope, or
accounting principles. There were no disagreements with Eisner on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which would have caused Eisner to make reference
to any such disagreement in connection with its report.
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Unless instructed to the contrary, the persons named in the enclosed
proxy intend to vote the same in favor of the ratification of Edward Isaacs &
Company, LLP as the Company's independent auditors.
A representative of Edward Isaacs & 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 1999
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 White Plains, New York by February 19,
1999 for inclusion in the Company's proxy statement and form of proxy relating
to such meeting.
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