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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X] Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 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:*
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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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive
White Plains, New York 10604
NOTICE OF A SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON July 31, 2000
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 July 31,
2000 at the hour of 9:00 a.m., for the following purposes:
1) To approve the sale of 864,395 shares of common stock of the Company
to ServiceWorld Inc. pursuant to an Letter Agreement dated May 17, 2000; and
2) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on June 19, 2000
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
You are urged to read the attached Proxy Statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy and mail it promptly in
the enclosed addressed, postage prepaid envelope. You may revoke your proxy if
you so desire at any time before it is voted.
By Order of the Board of Directors
CRAIG V. SLOANE, Secretary
White Plains, New York
June 19, 2000
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COMMUNITY MEDICAL TRANSPORT, INC.
4 Gannett Drive
White Plains, New York 10604
PROXY STATEMENT
This Proxy Statement is being mailed on or about June 24, 2000 to all
stockholders of record at the close of business on June 19, 2000 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 July 31, 2000. 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. 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: Craig V. Sloane,
Corporate Secretary, by delivery of a subsequently dated proxy or by attending
the Meeting and voting in person.
VOTING SECURITIES
The total number of shares of the Company's common stock outstanding as
of June 19, 2000 was 1,208,992. 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 19, 2000
will be entitled to vote. A majority of the shares of Common Stock outstanding
and entitled to vote, or 604,427 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.
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 19, 2000
with respect to the Common Stock ownership of (i) those persons or groups known
to beneficially own more than 5% of the Company's voting securities, (ii) each
director and director-nominee of the Company, (iii) each current executive
officer whose compensation exceeded $100,000 in the 1999 fiscal year, and (iv)
all current directors and executive officers of the Company as a group.
Beneficial ownership is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended ("Exchange Act"). The information
concerning the stockholders is based upon information furnished to the Company
by such stockholders. Except as otherwise indicated, all of the shares of Common
Stock are owned of record and beneficially and the persons identified have sole
voting and investment power with respect thereto.
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Amount and Nature of
Beneficial Ownership Percent of Class
Name of Beneficial Owner of Voting Securities of Voting Securities
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Dean L. Sloane 231,766 (1) 16.1%
45 Morris Street
Yonkers, NY 10705
Craig V. Sloane 15,833 (2) 1.2%
45 Morris Street
Yonkers, NY 10705
Bernard M. Kruger 19,983(3) 1.6%
170 East 78th Street
New York, NY 10021
Lucius J. Riccio 1,583(3) *
315 East 69th Street
New York, NY 10021
Ronald V. Davis 62,778(4) 4.9%
c/o Davis Capital LLC
2015 West Main Street
Stamford, Connecticut, 06902
Andrew M. Lessak 55,747(5) 4.4%
c/o Joseph Charles & Assoc.
2500 North Military Trail
Boca Raton, Florida 33431
Nicholas Puglisi 50,334 (6) 3.9%
55 Lambert Ridge
Cross River, New York 10158
Herbard Limited 120,227 (7) 9.0%
Road Town, Tortola
British Virgin Islands
Michael A. Duchesneau, M.D. 68,000 (8) 5.3%
4015 Bayshore Blvd. #16E
Tampa, FL 33611
ServiceWorld Inc. 193,032 (9) 19.0%
22nd Floor
1969 Upper Water Street
Halifax, NS B3J 3R7
Canada
All directors and executive
officers as a group (6 persons) 319,165 31.4%
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* Less than 1%
(1) Does not include 16,667 shares owned by Mary K. Sloane, Dean L. Sloane's
wife. Dean L. Sloane disclaims beneficial ownership of such shares.
(2) Includes 15,833 shares of the Company's Common Stock subject to presently
exercisable options.
(3) Includes 1,583 shares of the Company's Common Stock subject to presently
exercisable options.
<PAGE>
(4) As reported in a Schedule 13D, dated July 3, 1997.
(5) As reported in a Schedule 13G, dated September 23, 1998.
(6) Includes 50,000 shares of the Company's Common Stock subject to presently
exercisable options.
(7) As reported in a Schedule 13D/A, dated November 30, 1998.
(8) As reported in a Schedule 13D, dated January 11, 2000.
PROPOSAL 1: SALE OF COMPANY SHARES TO SERVICEWORLD
The Company seeks approval to sell 864,396 shares of its common stock to
ServiceWorld Inc. Upon completion of the sale, ServiceWorld will own 51% of the
$.01 par value Company's outstanding shares of common stock. The proposed
issuance is to be made pursuant to an agreement dated May 17, 2000 between us
and ServiceWorld. The agreement provided for an initial purchase by ServiceWorld
of 19% of our outstanding shares before sale at a price of $1.00 per share which
has already occurred. At that time, the market price was $1.50 of our shares per
share. The agreement contained a further obligation to sell ServiceWorld the
additional shares for which we seek approval. We presently have 1,208,890 shares
of common stock outstanding. Upon completion of the transaction, we will have
2,073,388 shares of common stock outstanding.
Shareholder approval is necessary to consummate the sale of these
shares under the corporate governance rules of NASDAQ small cap market Rule
4320. That rule requires shareholder approval of any transaction in which an
issuer proposes to sell more than 20% of the outstanding shares below the
greater of the current market price of an issuer's security or the issuer's book
value.
Other arrangements with Service World.
The Company entered into an agreement on April 18, 2000 to provide for
the merger of ServiceWorld with us or one of our subsidiaries. As contemplated
under this agreement we would be the surviving entity and the shareholders of
ServiceWorld would receive 90% of our outstanding shares upon completion of the
merger (inclusive of the shares owned by ServiceWorld). The Company will obtain
an independent valuation of the merger and state law requires separate
shareholder approval which will sought at a separate meeting.
Subsequent to the agreement providing for the proposed merger with
ServiceWorld we entered into the May 17, 2000 for the purchase of shares for
which we seek shareholder approval described in this proxy statement. This
agreement also provides for funding of the Company by ServiceWorld during the
period between the purchase of the shares and the completion of the merger of
the Company with ServiceWorld. Due to our losses and our technical breach of
various financial covenants with our lender, our lender advised us in mid-May
that it would no longer fund us unless ServiceWorld agreed to enter into the May
17, 2000 agreement. In part, due to our execution of the May 17, 2000 agreement
with ServiceWorld, our lender executed a forbearance agreement and agreed not to
foreclose our loans and further agreed to continue financing upon a reduced
basis subject to certain conditions. Without the arrangement with ServiceWorld
we may have been compelled to cease operations. The issuance of the shares for
which we seek approval is a necessary part of our financing plan. Without
approval we may not receive further financing necessary to continue operating.
In addition, under the May 17 agreement Mr. Dean Sloane our chief
executive officer and a principal shareholder, agreed to vote in favor of this
transaction and the merger. Together with Mr. Sloane's shares, ServiceWorld
voting power has over 424,808 shares. Therefore, upon completion of this
transaction ServiceWorld will have voting power over 1,289,204 shares and would
have sufficient shareholder voting power to vote for approval of the merger
which only requires the affirmative vote of a majority of the outstanding
shares.
<PAGE>
The agreement also granted ServiceWorld to name a director to our
board. On June 12, 2000 our board approved the appointment of ServiceWorld
nominee Carey Rolfe to our board.
Mr. Rolfe is President of ServiceWorld and has been an executive of
ServiceWorld since 1995. Mr. Rolfe became an officer of ServiceWorld upon the
acquisition of an innovative computer and Internet technology company in
Halifax, Nova Scotia which he developed. This company was acquired by
ServiceWorld to develop and implement its leading franchise management system.
Mr. Rolfe is a graduate of the Technical University of Nova Scotia who majored
in computer science and software development. Mr. Rolfe served eleven years as a
naval officer in the Canadian Forces and held the positions of Navigating
Officer, Communications Officer, Project Manager and Specialist.
ServiceWorld Inc. is an international company operating three divisions
in the areas of environmental company operating three divisions in the areas of
environmental services, commercial and industrial maintenance services, health
facility services and residential services. Founded in 1988, the company
delivers service solutions to governmental, commercial, industrial and
residential clients world wide.
Stockholder Vote Required. The approval of the foregoing proposal
requires the affirmative vote of the holders, present in person or represented
by proxy at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL TO AUTHORIZE THE
SALE OF 864,396 SHARES OF COMMON STOCK OF THE COMPANY TO SERVICEWORLD INC.
DESCRIPTION OF SECURITIES
COMMON STOCK
Each share of common stock entitles the holder thereof to one vote on all
matters submitted to a vote of the stockholders. The holders of common stock do
not have preemptive rights or rights to convert their common stock into other
securities. In the event of a liquidation, dissolution or winding up of the
Company, holders of the common stock have the right to a ratable portion of the
assets remaining after payment of liabilities. All of the outstanding shares of
common stock are duly authorized, validly issued, fully paid and non-assessable.
The holders of shares of common stock are entitled to dividends when and as
declared by the board of directors from funds legally available therefor. The
Company has never declared or paid cash dividends on its common stock. The
Company intends to retain its net income, if any, to increase its capital base
and, accordingly, does not currently anticipate paying cash dividends.
SOLICITATION OF PROXIES
The solicitation of proxies in the enclosed form is made on behalf of
the Company and the cost of this solicitation is being paid by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or telegraph using the services of directors, officers and regular
employees of the Company at nominal cost. Banks, brokerage firms and other
custodians, nominees and fiduciaries will be reimbursed by the Company for
expenses incurred in sending proxy material to beneficial owners of the common
stock.
<PAGE>
OTHER MATTERS
The Board of Directors knows of no matter which will be presented for
consideration at the Annual Meeting other than the matters referred to in this
Proxy Statement. Should any other matter properly come before the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their best judgment.
By Order of the Board of Directors
CRAIG V. SLOANE, Secretary
White Plains, New York
June 19, 2000
<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 June 7, 2000, and hereby appoints Dean L.
Sloane, Craig V. Sloane, Nicholas Puglisi, 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 July
31, 2000 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 sell 864,396 shares of common stock to ServiceWorld Inc. pursuant
to a Letter Agreement dated May 17, 2000.
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
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: June 19, 2000
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Signature
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Signature if held jointly
(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.)
