R.F. MANAGEMENT CORP.
95 Madison Avenue
Morristown, New Jersey 07960
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on August 25, 1998
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To the Shareholder of R.F. Management Corp.:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of R.F. Management Corp., a New York corporation (the "Company"),
will be held at the Parsippany Hilton, One Hilton Court, Parsippany, New Jersey
07054 on Tuesday, August 25, 1998 at the hour of 1:00 p.m. local time for the
following purposes:
(1) To elect Directors of the Company for the coming year;
(2) To transact such other business as may properly come before the
Meeting.
Only shareholders of record at the close of business on July 6, 1998 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Directors
ROGER B. FINDLAY
Chairman of the Board
Dated: August 14, 1998
Morristown, New Jersey
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN PERSON, BUT
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE
MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
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R.F. MANAGEMENT CORP.
95 Madison Avenue
Morristown, New Jersey 07960
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PROXY STATEMENT
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This Proxy Statement and the accompanying proxy are furnished by the Board
of Directors of the Company in connection with the solicitation of proxies for
use at the Annual Meeting of Stockholders (the "Meeting") referred to in the
foregoing notice. It is contemplated that this Proxy Statement, together with
the accompanying form of proxy will be mailed together to shareholders. The
Company's Annual Report will be mailed under separate cover, as well as being
available at the Annual Meeting.
The record date for the determination of shareholders entitled to notice of
and to vote at the Meeting is July 6, 1998. On that date there were issued and
outstanding, approximately 3,460,833 shares of Common Stock, par value $.0001
per share.
The presence, in person or by proxy, of the holders of a majority of the
shares of Common Stock outstanding and entitled to vote at the meeting is
necessary to constitute a quorum. In deciding all questions, a Common Stock
shareholder shall be entitled to one vote, in person or by proxy, for each share
held in his name on the record date. Directors will be elected by a majority of
the votes cast at the Meeting. The ratification of all other proposals will be
decided by a majority of the votes at the Meeting.
All proxies received pursuant to this solicitation will be voted (unless
revoked) at the Annual Meeting of R.F. Management Corp. or any adjournment
thereof in the manner directed by a shareholder and, if no direction is made,
will be voted for the election of each of the management nominees for Director
in Proposal No. 1. If any other matters are properly presented at the meeting
for action, which is not presently anticipated, the proxy holder will note the
proxies (which confer authority to such holder to vote on such matters) in
accordance with their best judgment. A proxy given by a shareholder may
nevertheless be revoked at any time before it is voted by communicating such
revocation in writing to the transfer agent, North American Transfer Co., at 147
West Merrick Road, Freeport, New York 11520 or by executing a proxy but is
present at the Meeting may vote in person instead of by proxy; thereby canceling
any proxy previously given, whether or not written revocation of such proxy has
been given.
As of the date of this Proxy Statement, the Board of Directors knows of no
matters other than the foregoing that will be presented at the Meeting. If any
other business should properly come before
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the Meeting, the accompanying form of proxy will be voted in accordance with the
judgment of the persons named therein, and the discretionary authority to do so
is included in the proxies. All expenses in connection with the solicitation of
this proxy will be paid by the Company. In addition to solicitation by mail,
officers, directors and regular employees of the Company who receive no extra
compensation for their services, may solicit proxies by telephone, telegraph or
personal calls. Management does not intend to solicit proxies which are held of
record by brokers, dealers, banks, or voting trustees, or their nominees, and
may pay the reasonable expenses of such record holders for completing the
mailing of solicitation materials to persons for whom they hold the shares. All
solicitation expenses will be borne by the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the 6th day of July, 1998 (i) each
person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's directors; and
(iii) all directors and officers of the Company as a group.
Name
and Address Shares of Common
of Beneficial Beneficially Approximate Percentage
Owner Owned Owned
------------- ---------------- ----------------------
Roger B. Findlay(1) 528,000 15.0%
Oak Knoll
Mendham, New Jersey
Oak Knoll 174,000 5.0%
Management Corp.
Oak Knoll Road
Mendham, New Jersey
Wayne P. Miller 40,000 1.0%
8 Fredon-Greendell Road
Newton, New Jersey
Louis A. D'Esposito 0 0%
29 Glen Drive
Bardonia, New York
Officers and 742,000 21.0%
Directors as a
group (4 Persons)(2)
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(1) 174,000 shares of Mr. Findlay's 528,000 shares are owned by Oak Knoll
Management Corp. Alice Findlay is the sole Stockholder, Officer and
Director of Oak Knoll Management Corp. Alice Findlay is the wife of Roger
Findlay, who is a Principal Stockholder and Chairman of the Board of
Directors of the Company. Roger Findlay has no affiliation with Oak Knoll
Management Corp. and disclaims beneficial ownership of such shares.
(2) Includes the shares owned by Oak Knoll Management Corp. Roger Findlay has
no affiliation with Oak Knoll Management Corp. and disclaims beneficial
ownership of the 174,000 shares.
The Company does not know of any arrangement or pledge of its securities by
persons now considered in control of the Company that might result in a change
of control of the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Management recommends that you vote in favor of
the nominees named to the Board of Directors.
Directors will be elected by a
majority of the votes cast at the Meeting.
Seven directors are to be elected at the meeting for terms of one year each
and until their successors shall be elected and qualified. It is intended that
votes will be cast pursuant to such proxy for the election of the seven persons
whose names are first set forth below unless authority to vote for one or more
of the nominees withheld by the enclosed proxy, in which case it is intended
that votes will be cast for those nominees, if any, with respect to whom
authority has not been withheld. All of the nominees are not presently members
of the Board of Directors. In the event that any of the nominees should become
unable or unwilling to serve as a director, a contingency which the management
has no reason to expect, it is intended that the proxy be voted, unless
authority is withheld, for the election of such person, if any, as shall be
designated by the Board of Directors.
The following table sets forth the information concerning each director of
the Company, each of which has been nominated to continue as a director of the
Company.
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Term
of
Name Age Office Position
---- --- ------ --------
Roger B. Findlay 50 (1) Chairman of the Board
of Directors
Wayne P. Miller 47 (1) Director
Louis A. D'Esposito 65 (1) Director
Aron Scharf 47 (1) Director
Edward Alling 59 (1) Director
Jan Goldberg 47 (1) Director
Gregory Maccia 44 (1) Director
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(1) Directors are elected at the annual meeting of stockholders and hold office
to the following meeting.
Biographies of Board Nominees
ROGER B. FINDLAY is co-founder and was President of the Company. Since June
1990, Mr. Findlay is also co-founder, and was President and was Chairman of the
Board of Modern Medical Modalities Corporation, a public company listed on
Nasdaq Small Capital Market, that leases magnetic resonance imaging and
computerized axial tomography equipment to hospitals and physicians ("Modern
Medical"). Mr. Findlay since 1989 has also been co-founder of Technology
Services, Inc. a software support company for medical offices and commercial
accounts ("Technology Services"). Mr. Findlay from 1986-1989 was President of
Advacare, Inc., a practice management and physician billing company. He was
co-founder and President of Effective Management Services, Inc., from 1984 to
1986, which provided facilities management and custom programming for hospitals,
universities and physician groups. Mr. Findlay from 1984 to 1986 was also
co-founder and President of Medical Accounts Management Services, a software
development company. Additionally, from 1986 he has been founder and President
of Northern New Jersey Medical Management, Inc., a general partner of a
diagnostic imaging center. From 1984 to 1986, Mr. Findlay was chief operating
officer of NMR of America, Inc., a publicly traded Company engaged in MRI sites.
Mr. Findlay from 1972 to 1986 was President and co-owner of Medical Billing
Services.
WAYNE P. MILLER has been President of the Company since 1997 and a Director
of the Company since 1996. Mr. Miller from December
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1989 to November 1995 was employed by Modern Medical Modalities Corp., a company
that leases magnetic resonance imaging and computerized axial tomography
equipment to hospitals and physicians, and then by its wholly owned subsidiary
Medical Marketing & Management Inc. as National Marketing/Sales Director. Since
1991 Mr. Miller has been employed by The Physicians Network, a company that
provides turnkey medical billing systems to billing companies, hospitals and
physicians. From 1991 to 1995, Mr. Miller was an independent consultant
providing billing and computerized consulting services to physicians and
hospitals. Mr. Miller from 1990 to 1991 was Vice President of Billing for
Healthnet a company engaged in the business of physician billing and receivable
management. From 1986 to 1990, Mr. Miller was Vice President of Marketing with
HealthCare Technologies, a company specializing in total turnkey physician
billing solutions. Mr. Miller from 1983 to 1986 was contracted by Health Corp.
of the Archdiocese of Newark as Vice President of PrimeMark, to establish a
hospital based collection agency for three hospitals and create a physician
fee-for-service billing company for the hospitals' billing procedures.
LOUIS A. D'ESPOSITO has been Vice President, Chief Financial Officer of the
Company from 1995 to 1997 and Director of the Company since 1996. From 1993 to
1995, Mr. D'Esposito was the Eastern Regional Manager of DVI Financial Services,
Inc., an equipment leasing and finance company specializing in the leasing and
financing of high-tech medial equipment. Mr. D'Esposito from 1983 to 1993 was
the Regional Manager of U.S. Concord, Inc. a division of the Hong Kong and
Shanghai Banking Corporation, also specializing in the leasing and financing of
medical equipment.
JAN GOLDBERG is a co-founder and was Secretary, Treasurer and Director of
the Company until 1996. Since November 1992, Mr. Goldberg has been the Vice
President, Treasurer and a Director of the Company. From 1989 to 1990, Mr.
Goldberg was founder and President of GPM, Inc., a physician billing
organization with offices in Florida and New York. From 1987 to 1988, Mr.
Goldberg was operations manager for Advacare, Inc., a practice management and
physician billing company. From 1984 to 1987, Mr. Goldberg was manager of a
multi-specialty radiology practice, BBS Billing, Inc. an east coast diagnostic
physician group which had contracts with hospitals in New York as well as their
own private offices and outpatient facilities. From 1974 to 1984, Mr. Goldberg
held various positions with Blue Cross as well as with hospitals in the New York
area. Mr. Goldberg was involved in setting up fee-for-service reimbursement
systems and was involved in various aspects of hospital administration. Mr. Jan
Goldberg is an officer and director of Modern Medical Modalities Corporation, a
public company traded on Nasdaq.
GREGORY C. MACCIA is a co-founder of the Company and was Vice President and
Director until November, 1992. Since November 1992, Mr. Maccia has been the Vice
President, Secretary and a Director of
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the Company. Mr. Maccia has also been President of Technology Services, Inc., a
software design and facilities management company for medical and commercial
accounts since 1989. From 1986-1989, Mr. Maccia was Vice President of Advacare,
Inc., a national practice management and physician billing company. Since 1986,
Mr. Maccia has been co-founder of Northern New Jersey Medical Management, Inc.
He was co-founder and Vice President of Medical Accounts Management Services,
Inc. (MAMS) from 1984 to 1986 which developed and sold physician, outpatient and
clinical billing software systems. Mr. Maccia, from 1984 to 1986, was co-founder
and Vice President of Effective Management Services, Inc. (EMS), which provided
custom programming and facilities management with contracts to hospitals and
universities in the tri-state area as well as collection agencies and
non-medical entities. From 1977 to 1984, Mr. Maccia owned and managed his own
consulting company. Mr. Maccia is an officer and director of Modern Medical
Modalities Corporation, a public company traded on Nasdaq.
ARON SCHARF was appointed Chairman of the Board of Directors of Hamilton
McGregor International, Inc. on June 30, 1997. Mr. Scharf is responsible for
financial projections and planning, cash-flow analysis and consultation. He was
appointed to the Board of Directors of R.F. Management Corp. in 1998. Mr. Scharf
received both a B.A. in Business and a B.S. in Industrial Engineering from
Rutgers University, New Brunswick, New Jersey. He went on to earn his Masters in
Operations Research from Rutgers and an MBA from Fairleigh Dickenson University.
From 1974-82 he was employed by Johnson and forecaster and marketing analyst.
When he left J&J he opened MicroAge Computers, a retail computer store and
founded Sunrise Multi-Marketing, a sale and leasing company specializing in
computer equipment. He served as president of Fidelity Telecom Group until his
return to Modern Medical Modalities Corporation in 1996. Since 1996, Mr. Scharf
has also been employed as a business manager for Modern Medical Modalities
Corporation, a public company traded on Nasdaq.
EDWARD ALLING graduated with a B.S. Degree in Accounting from the
University of Connecticut in 1962. After graduation, Mr. Alling was commissioned
in the United States Army as an officer serving in Germany and Vietnam from 1962
to 1971. After leaving the service, he joined Firestone Plastics Company as the
Manager of Accounting in their West Caldwell, New Jersey facility. In 1983, he
joined Occidental Petroleum Corporation as a Senior Auditor before becoming a
Controller in their adhesives facilities in New York and New Jersey. Mr Alling
has been employed by Fidelity Telecom Group of Highland Park, New Jersey since
1991 and has served as the company Controller.
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Executive Compensation
The officers of the Company serve at the pleasure of the Board of Directors
and until their successors are chosen and qualify. The following table sets
forth the cash compensation and distribution paid to each executive officer of
the Company during fiscal year 1997.
Individual or Capacities Cash
Persons in Group Age in Which Served Compensation
---------------- --- --------------- ------------
Wayne P. Miller 47 President $86,183
and Director
Louis A. D'Esposito 65 Vice President, $63,345
Financial Officer
and Director
The Company has entered into an employment agreement for a period of five
(5) years with Wayne P. Miller, which terminates in the year 2001.
OTHER INFORMATION
The Company's 1997 Annual Report for its fiscal year ended September 30,
1997 will be mailed to the stockholders under separate cover.
The accountants who have been selected by the Company for the current
fiscal year are Vincent J. Batyr & Co., Certified Public Accountants, who served
as the Company's independent public accountants.
AVAILABILITY OF FORM 10-K
ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED 1997 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WILL BE PROVIDED FREE OF CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO:
Mr. Wayne P. Miller, President, R.F. Management Corp., 95 Madison Avenue, Suite
301, Morristown, New Jersey 07960.
Roger B. Findlay
Chairman of the Board
of Directors
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