U.S. Bridge of N. Y., Inc.
53-09 97th Place
Corona, New York 11368
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 9, 1996
To the Shareholders of
U.S. Bridge of N. Y., Inc.
NOTICE IS HEREBY GIVEN that an Annual Meeting of the
Shareholders of U.S. Bridge of N.Y., Inc. (the "Corporation") will be held at
the law offices of Klarman & Associates at 14 East 60th Street, 4th floor, New
York, New York on January 9, 1996 at 9:30 a.m., New York time, for the following
purposes:
1. To elect five (5) Directors to the Corporation's Board of Directors to
hold office for a period of one year or until their successors are duly elected
and qualified;
2. To ratify an amendment to the Corporation's Senior Management Incentive
Plan to increase the number of shares of Common Stock authorized for issuance
thereunder from 150,000 to 1,000,000; and
3. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
The close of business on November 12, 1996 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed envelope to assure that your shares are represented
at the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Corporation, in writing, prior to the Annual Meeting of Shareholders.
By Order of the Board of Directors
Ronald Polito, Secretary
Dated: December 2, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
1
<PAGE>
U.S. BRIDGE OF N.Y., INC.
53-09 97th Place,
Corona, New York 11368
PROXY STATEMENT
FOR
Annual Meeting of Shareholders
To Be Held on January 9, 1996
This proxy statement and the accompanying form of proxy have been
mailed on December 2, 1996 to the shareholders of record on November 12, 1996 of
U.S. Bridge of N.Y., Inc., a New York corporation (the "Corporation") in
connection with the solicitation of proxies by the Board of Directors of the
Corporation for use at the Annual Meeting to be held on January 9, 1996 and at
any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Corporation's common stock (the "Common Stock")
represented by an effective proxy in the accompanying form will, unless contrary
instructions are specified in the proxy, be voted FOR the election of the five
(5) persons nominated by the Board of Directors as directors and FOR the
ratification of an amendment to the Corporation's Senior Management Incentive
Plan to increase the number of shares of Common Stock authorized for issuance
thereunder from 150,000 to 1,000,000 shares.
Any such proxy may be revoked at any time before it is voted. A
shareholder may revoke this proxy by notifying the Secretary of the Corporation
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting. An affirmative vote of a plurality of the shares of Common
Stock, present in person or represented by proxy, at the Annual Meeting and
entitled to vote thereon is required to elect the directors. A shareholder
voting through a proxy who abstains with respect to the election of directors is
considered to be present and entitled to vote on the election of directors at
the meeting, and is in effect a negative vote, but a shareholder (including a
broker) who does not give authority to a proxy to vote, or withholds authority
to vote, on the election of directors shall not be considered present and
entitled to vote on the election of directors. A shareholder voting through a
proxy who abstains with respect to approval of any other matter to come before
the meeting is considered to be present and entitled to vote on that matter and
is in effect a negative vote, but a shareholder (including a broker) who does
not give authority to a proxy to vote, or withholds authority to vote, on any
such matter shall not be considered present and entitled to vote thereon.
2
<PAGE>
The Corporation will bear the cost of the solicitation of proxies by
the Board of Directors. The Board of Directors may use the services of its
executive officers and certain directors to solicit proxies from shareholders in
person and by mail, telegram and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial owners of the Corporation's Common Stock
held of record by such persons, and the Corporation may reimburse them for
reasonable out-of-pocket expenses incurred by them in so doing.
The Annual Report on Form 10-KSB for the fiscal year ended June 30,
1996 including audited financial statements accompanies this proxy statement.
The principal executive offices of the Corporation are located at 53-09
97th Place, Corona, New York 11368, the Corporation's telephone number is (718)
699-0100.
Independent Public Accountants
The Board of Directors of the Corporation has selected Scarano &
Lipton, P.C., Certified Public Accountants, as independent accountants of the
Corporation for the fiscal year ending June 30, 1997. Shareholders are not being
asked to approve such selection because such approval is not required. The audit
services provided by Scarano & Lipton, P.C. consisted of examination of
financial statements, services relative to filings with the Securities and
Exchange Commission, and consultation in regard to various accounting matters.
Representatives of Scarano & Lipton, P.C. are expected to be present at the
meeting and will have the opportunity to make a statement if they so desire and
answer appropriate questions.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Corporation's
Common Stock, par value $.001 per share. The presence, in person or by proxy, of
a majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to shareholders. The close of business on November 12, 1996 has been
fixed as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
3,005,000 shares of Common Stock were outstanding. Voting of the shares of
Common Stock is on a non-cumulative basis.
The following table sets forth information as of December 2, 1996, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), known by the Corporation to be the
owner of more than 5% of the outstanding shares of Common Stock, (ii) each
director, and (iii) all officers and directors as a group. Except to the extent
indicated in the footnotes to the following table, each of the individuals
listed below possesses sole voting power with respect to the shares of Common
Stock listed opposite their name.
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<PAGE>
<TABLE>
<CAPTION>
Percent of
Number of Common Stock
Name Shares Owned (1)
- ---- --------- ------------
<S> <C> <C>
U.S. Bridge Corp.(2)(4) 955,665 50.1%
53-09 97th Place
Corona, New York 11368
Joseph Polito (2)(3)(4)(5) 963,165 50.3%
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Steven Polito (5) - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Ronald Polito (5) - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Philip Neilson - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Marvin Weinstein - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
All officers and directors
as a group (5 persons) (2)-(5) 963,165 50.3
</TABLE>
(1) Does not include the shares of Common Stock issuable upon conversion of
the shares of the Series A Preferred Stock.
(2) Mr. Polito owns approximately 69.5% of the outstanding shares of U.S.
Bridge Corp. ("Bridge") and may be considered the beneficial owner of the shares
of the Corporation owned by Bridge. Includes 7,500 shares issuable upon the
exercise of vested stock options. Does not include (i) 17,500 shares of Common
Stock issuable upon the exercise of options granted to Mr. Polito, which have
not vested or become exercisable (ii) the shares issuable upon the exercise of
the Special Warrant or (iii) the voting rights included in the shares of Series
A Preferred Stock issuable upon the happening of certain events. Bridge has
agreed to escrow its shares of Common Stock to secure the payment of the
dividend and in the event the Series B Preferred Shares are put to the
Corporation, the redemption value of such shares.
(3) Includes 7,500 shares issuable upon the exercise of options which have
vested.
(4) Includes 5,665 shares of Common Stock issued on September 20, 1995 upon
the exercise of the Special Warrant.
(5) Joseph Polito is the father of Steven and Ronald Polito.
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<PAGE>
Certain Reports
No person who, during the fiscal year ended June 30, 1996, was a
director, officer or beneficial owner of more than ten percent of the
Corporation's Common Stock (which is the only class of securities of the
Corporation registered under Section 12 of the Securities Exchange Act of 1934
(the "Act") (a "Reporting Person") failed to file on a timely basis, reports
required by Section 16 of the Act during the most recent fiscal year or prior
years. The foregoing is based solely upon a review by the Corporation of Forms 3
and 4 during the most recent fiscal year as furnished to the Corporation under
Rule 16a-3(d) under the Act, and Forms 5 and amendments thereto furnished to the
Corporation with respect to its most recent fiscal year, and any representation
received by the Corporation from any reporting person that no Form 5 is
required, except as described herein.
It is expected that the following will be considered at the meeting
and action taken thereon.
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of five members elected for
a term of one year and until their successors are duly elected and qualified.
An affirmative vote of a plurality of the shares of Common Stock,
present in person or represented by proxy at the Annual Meeting, and entitled to
vote thereon is required to elect the directors. All proxies received by the
Board of Directors will be voted for the election as directors of the nominees
listed below if no direction to the contrary is given. In the event any nominee
is unable to serve, the proxy solicited hereby may be voted, in the discretion
of the proxies, for the election of another person in his stead. The Board of
Directors knows of no reason to anticipate this will occur.
The following table sets forth as of December 2, 1996, with respect to
the five nominees for election as directors of the Corporation:
<TABLE>
<CAPTION>
Position with Corporation; Continually
Name Principal Occupation and Age Since
<S> <C> <C>
Joseph M. Polito President and Director; 60 1994
Ronald J. Polito Secretary and Director; 35 1994
Steven J. Polito Treasurer and Director; 32 1994
Phillip Neilson Director; 68 1995
Marvin Weinstein Director; 62 1995
- --------------------------------
</TABLE>
All directors hold office until the next annual meeting of shareholders
or until their successors are elected and qualify. Vacancies on the Board of
Directors may be filled by the
5
<PAGE>
remaining directors. Officers are elected annually by, and serve at the
discretion of the Board of Directors. There are no family relationships between
or among any officers or directors of the Corporation, except that Joseph Polito
is the father of both Steven and Ronald Polito.
Joseph M. Polito has been the president and a director of the
Corporation since its inception in 1990 and prior to April 1994 was the sole
shareholder of the Corporation. Mr. Polito has been the president and director
of Bridge from April 1994 to present. Prior to the April 1994, Bridge was a
shell company with no operations named Cofis International Corp., which was
formed in September 1988 as Colonial Capital Corp. Mr. Polito oversees the
running of all of the Corporation's operations. From December 1990 to present,
Mr. Polito has been the president and sole director and shareholder of One
Carnegie Court Associates, Inc. ("One Carnegie"), a wholly owned subsidiary of
Bridge. Mr. Polito is the president and sole director and shareholder of Waldorf
Steel Fabricators, Inc. ("Waldorf"), a company which fabricated steel. From 1985
until the present, Mr. Polito has been the president and sole shareholder of
Atlas Gem Erectors Company, Inc., a company which had furnished and erected
steel structures, which is currently not operating From 1986 to present, Mr.
Polito has been the president and 100% shareholder of Gem Steel Erectors, Inc.,
a non-operating entity. Neither Atlas nor Gem Steel have transacted any business
or other operations since ceasing operations and neither company has any present
intention to resume operations. From 1983 to present, Mr. Polito has been the
President and 100% shareholder of R.S.J.J. Realty Corp., a company which owns
and leases real property. From 1986 to present, Mr. Polito has been the
president and 100% shareholder of Atlas Gem Leasing, Inc., a company which
leases generators and other construction equipment. From 1988 to present, Mr.
Polito has been a 50% shareholder of Crown Crane, Ltd., a company which leases
cranes for construction projects. Mr. Polito is currently Chairman of the Steel
Institute of New York, Co-Chairman of the International Union of Structural
Ironworkers, locals 40, 361 and 417 union fund and a current director and past
president of Allied Metal Building, an industry organization authorized to
negotiate with the structural iron worker local 40 and 361, operating engineers
local 14 and local 15a and 15d, cement masons local 780 as well as chairman of
the negotiating committee solely for the structural engineers. Mr. Polito is a
member of the safety committee for the City of New York, Building Trade
Employers Association.
Ronald J. Polito has also been the secretary and a director of the
Corporation since its inception in 1990. Mr. Polito overseas the daily progress
on all projects in process and analysis of the final costs and profits of jobs
completed and the preparation and bidding on new projects. From its inception in
1990 until March 1995, Mr. Polito was also the treasurer of the Corporation. Mr.
Polito has been the secretary, treasurer and a director of Bridge from April,
1994 to present. From 1985 until the present, Mr. Polito has been the secretary
of Gem Steel Erectors, Inc. From December 1990 to present, Mr. Polito has been
the secretary of both One Carnegie and Waldorf. From 1983 to present Mr. Polito
has been the secretary of R.S.J.J. Realty Corp. Mr. Polito received a Bachelor
of Science Degree in Civil Engineering from Brooklyn Polytechnical Institute in
1981.
6
<PAGE>
Steven J. Polito was elected treasurer of the Corporation in March
1995. He had previously been a Project Manager and has been a director of the
Corporation since its inception in 1990. Mr. Polito has been a director of
Bridge since April 1994. Mr. Polito oversees the daily operations for projects
in process and projects completed, including; purchasing and leasing of
materials and machinery and the distribution of labor. From 1988 until April
1994, Mr. Polito worked as a Project Manager of Atlas Gem Erectors Company,
Inc., a company which furnished and erected steel structures. Steven J. From
1988 to present, Mr. Polito has been the treasurer of Gem Steel Erectors, Inc.
From 1988 to present, Mr. Polito has been the treasurer of One Carnegie, Waldorf
and R.S.J.J. Realty Corp.
Philip Neilson was elected director of the Corporation in June 1995.
Mr. Neilson has been the President and a principal shareholder of Adler &
Neilson Co., Inc., a company which is a fabricator of steel, from 1951 to
present. The Corporation does not purchase any steel from Adler & Neilson Co.,
Inc.
Marvin Weinstein was elected director of the Corporation in June 1995.
Mr. Weinstein has been the President and sole shareholder of M. Weinstein
Associates from 1988 to present, which company provides consulting services to
the steel industry. The Corporation has not engaged M. Weinstein Associates to
provide any consulting services to the Corporation.
Significant Employees
John G. Bauer, has been the chief administrative officer (a non-executive
position) of the Corporation since February 1995. From March 1992 to February
1995, Mr. Bauer was the President of Dynamic Construction Consulting, Inc., a
company which provided construction management services. From July 1988 to March
1992, Mr. Bauer was a Vice President of Tishman Construction Corp. of N.Y., a
construction company.
Michael Panayi, has been a structural engineer for the Corporation since
the commencement of operations in June 1993. Prior to his employment with the
Corporation, Mr. Panayi was a structural engineer for Atlas from 1987.
The directors of the Corporation are elected annually by the
shareholders and the officers are appointed annually by the Board of Directors.
Vacancies on the Board of Directors may be filled by the remaining directors.
Each director and officer will hold office until the next annual meeting of
shareholders, or until his successor is elected and qualified. On June 16, 1995,
the board of directors formed an audit committee, which committee will be
comprised of two outside directors and one inside director. The two outside
directors are Philip Neilson and Marvin Weinstein, with the inside director
being Ronald Polito. The audit committee will review the Corporation's audited
financial statements and any potential conflicts of interest between any of the
Corporation's officers, directors, employees, affiliates or associates. In
addition to the audit committee reviewing and resolving any conflicts of
interest, the officers and directors of the Corporation have a fiduciary
obligation to deal fairly and in good faith with the Corporation.
7
<PAGE>
As permitted under New York Corporation Law, the Corporation's
certificate of incorporation eliminates the personal liability of the directors
to the Corporation or any of its shareholders for damages for breaches of their
fiduciary duty as directors. As a result of the inclusion of such provision,
shareholders may be unable to recover damages against directors for actions
taken by them which constitute negligence or gross negligence or that are in
violation of their fiduciary duties. The inclusion of this provision in the
Corporation's Certificate of Incorporation may reduce the likelihood of
derivative litigation against directors and other types of shareholder
litigation.
Board Meetings, Committees and Compensation
During the fiscal year ended June 30, 1996, no meetings of the Board of
Directors was held, action was taken on four (4) occasions by unanimous written
consent of the Board of Directors in lieu of meeting. The Corporation does not
pay its directors for attendance at meetings of the Board of Directors or
committee meetings.
The Board of Directors recommends that you vote "FOR" the nominees for
Director.
EXECUTIVE COMPENSATION AND RELATED MATTERS
Summary of Cash and Certain Other Compensation
The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to, earned by, the Corporation's Executive Officers, during the years ended June
30, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
(a) (b) (c) (d) (e) (f)
<S> <C> <C> <C> <C> <C>
Name and Principal Other Annual Options/
Position Year (1) Salary($) Bonus($) Compensation SARS
- ------------------ -------- --------- -------- ------------ ----
Joseph Polito 1996 $300,000 - $111,911(2) -
President and Director 1995 378,000 - 68,200 (2) -
1994 300,000 - 13,800 (2) -
Ronald Polito 1996 $125,000 - $15,144 (3) -
Secretary and Director 1995 121,000 - 21,200 (3) -
1994 109,600 - 17,451 (3) -
Steven Polito 1995 $94,000 - $ 8,275 (4) -
Treasurer and Director 1995 91,575 - 9,900 (4) -
1994 19,980 - - -
</TABLE>
8
<PAGE>
(Footnotes from previous page)
(1) The Corporation did not engage in any operations prior to June, 1993
and, therefore, did not compensate any of its executive officers prior to such
time.
(2) Includes (i) the payment of premiums on a life insurance policy of
$54,362, $46,000 and $5,119 (ii) the payment of travel expenses of $50,000,
$22,200 and $23,139 for the years ended June 30, 1996, 1995 and 1994,
respectively and the payment of an automobile lease of $7,549 for the year ended
June 30, 1996. See " - Employment Agreements."
(3) Includes (i) payments on the lease of an automobile of $5,416, $8,000
and $8,574, (ii) the payment of premiums on a term life insurance policy of
$4,684, $5,800 and $8,877 and (iii) a travel allowance of $2,971, $7,400 and $0,
for the years ended June 30, 1996, 1995 and 1994, respectively.
(4) Includes payment on a lease automobile of $5,304 & $6,700 and a travel
allowance of $2,971 & $3,200 for the years ended June 30, 1996 and 1995.
Stock Options
The following table sets forth certain information concerning the grant of
stock options made during the year ended June 30, 1996 under the Corporation's
1994 Senior Management Incentive Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<TABLE>
<CAPTION>
Individual Grants
(a) (b) (c) (d) (e)
% of Total
# of Securities Options/SAR's
underlying Granted to
Options/SAR's Employees in Exercise or Base
Name Granted(1) Fiscal Year Price ($/SH) Expiration Date
- ---- ----------- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
Joseph M. Polito 25,000 100% $5.50 04/04/99
</TABLE>
(1) Represents incentive stock options granted under the Corporation's 1994
Senior Management Incentive Plan (the "Management Plan"). Options
granted under this Management Plan are intended to qualify as incentive
stock options under the Internal Revenue Code of 1986, as amended.
Under the terms of the Management Plan, options may be granted to
officers, key employees, directors and consultants of the Corporation
for a maximum term of 10 years. Options granted to directors, who are
not officers or employees, or to consultants, do not qualify as
incentive stock options. The option price per share may not be less
than the fair market value of the Corporation's shares on the date the
option is granted. However, options granted to persons owning more than
10% of the Corporation's Common Stock may not have a term in excess of
five years and may not have an option price of less than 110% of the
fair market value per share of the Corporation's shares on the date the
option is granted.
9
<PAGE>
The following table contains information with respect to employees of
the Corporation concerning options held as of June 30, 1996.
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised In-
Unexercised The-Money
Options/SAR's at Options/SAR's
FY-End (#) at FY-End($)
Shares Acquired Value Realized($) Exercisable/ Exercisable/
Name on Exercise (#) Unexercisable Unexercisable(1)
- ---- --------------- ------------- ----------------
<S> <C> <C> <C> <C>
Joseph M. Polito 0 0 7,500/17,500 0/0
</TABLE>
(1) Based upon the average bid and asked prices for such Common
Stock on October 18, 1996 ($1.875), as reported by a market
maker. Since the Options are exercisable at $5.50, there is no
value to such options as of such date.
Employment Agreement
Joseph Polito entered into an employment agreement with the Corporation
dated April 4, 1995, whereby Mr. Polito shall devote 80% of his business time to
the affairs of the Corporation. The agreement is for a term of approximately
three years expiring June 30, 1998. Pursuant to the terms of the agreement Mr.
Polito is to receive an annual salary of $300,000 per annum until June 30, 1996
with 10% yearly escalations, subject to adjustment by the Board of Directors.
Mr. Polito is also to receive a yearly non-accountable expense allowance of
$50,000. Mr. Polito received stock options under the Corporation's 1994 Senior
Management Incentive Plan to purchase 25,000 share at $5.00 per share, vesting
at the rate of 7,500 in each of April, 1996 and 1997 and 10,000 in April, 1998.
Mr. Polito also has the right to receive a yearly bonus equal to five percent
(5%) of the first $1,000,000, upon reaching $1,000,000 and five percent (5%) of
the next $500,000, upon reaching $1,500,000 and five percent (5%) after
$1,500,000, of all the pre-tax profits of the Corporation. The Corporation shall
pay to Mr. Polito a monthly draw of $10,000 against the bonus. Pursuant to the
agreement the Corporation shall pay the premiums on a $3,500,000 life insurance
policy for the benefit of individuals as directed by Mr. Polito, with an
estimated yearly premium of $80,000. The agreement restricts Mr. Polito from
competing with the Corporation for a period of one year after the termination of
his employment. The agreement provides for severance compensation to be paid to
Mr. Polito if his employment with the Corporation is terminated or if there is a
decrease in responsibilities or duties following a change in control of the
Corporation. The severance compensation shall be made in one payment equal
10
<PAGE>
to three times the aggregate annual compensation paid to the Employee during the
preceding calendar year.
Steven and Ronald Polito receive annual salary compensations of $94,000
and $125,000, respectively, from the Corporation, which compensation levels
commenced in March 1995 and April 1994, respectively. Both individuals also
receive a car allowance equal to the monthly lease payments on their automobiles
and the payment of premiums on life insurance policies of which they choose
their beneficiaries. Neither individual has entered into an employment agreement
with the Corporation.
1994 Senior Management Incentive Plan
In December, 1994, the board of directors adopted the 1994 Senior
Management Incentive Plan (the "Management Plan"), which was adopted by
shareholder consent. The Management Plan provides for the issuance of up to
150,000 shares of the Corporation's Common Stock in connection with the issuance
of stock options and other stock purchase rights to executive officers and other
key employees.
The adoption of the Management Plan was prompted by its desire to
provide the Board with sufficient flexibility regarding the forms of incentive
compensation which the Corporation will have at its disposal in rewarding
executive officers, key employees and consultants who render significant
services to the Corporation. The Board of Directors intends to offer key
personnel equity ownership in the Corporation through the grant of stock options
and other rights pursuant to the Management Plan to enable the Corporation to
attract and retain qualified personnel without unnecessarily depleting the
Corporation's cash reserves. The Management Plan is designed to augment the
Corporation's existing compensation programs and is intended to enable the
Corporation to offer executives, key employees and consultants a personal
interest in the Corporation's growth and success through awards of either shares
of Common Stock or rights to acquire shares of Common Stock.
The Management Plan is intended to attract and retain key executive
management personnel whose performance is expected to have a substantial impact
on the Corporation's long-term profit and growth potential by encouraging and
assisting those persons to acquire equity in the Corporation. It is contemplated
that only those executive management employees (generally the Chairman of the
Board, Vice-Chairman, Chief Executive Officer, Chief Operating Officer,
President, and Vice-Presidents of the Corporation) who perform services of
special importance to the Corporation will be additional management employees
and has not engaged in any solicitations or negotiations with respect to the
hiring of any management employees. As of the date of this Prospectus, the
Corporation's officers and directors are Joseph Polito, Ronald Polito, Steven
Polito and Phillip Neilson, though the Plan also includes Messrs. Bauer and
Panayi. A total of 150,000 shares of Common Stock will be reserved for issuance
under the Management Plan. It is anticipated that awards made under the
Management Plan will be subject to three-year
11
<PAGE>
vesting periods, although the vesting periods are subject to the discretion
of the Administrator. See "Management - Officers and Directors."
Unless otherwise indicated, the Management Plan is to be administered
by the board of Directors or a committee of the Board, if one is appointed for
this purpose (the Board or such committee, as the case may be, shall be referred
to in the following description as the "Administrator"). Subject to the specific
provisions of the Management Plan, the Administrator will have the discretion to
determine the recipients of the awards, the nature of the awards to be granted,
the dates such awards will be granted, the terms and conditions of awards and
the interpretation of the Management Plan, except that any award granted to any
employee of the Corporation who is also a director of the Corporation shall also
be subject, in the event the persons serving as members of the Administrator of
such plan at the time such award is proposed to be granted do not satisfy the
requirements regarding the participation of "disinterested persons" set forth in
Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), to the approval of an auxiliary committee
consisting of not less than two individuals who are considered "disinterested
persons" as defined under Rule 16b-3. As of the date hereof, the Corporation has
not yet determined who will serve on such auxiliary committee, if one is
required. The Management Plan generally provides that, unless the Administrator
determines otherwise, each option or right granted under a plan shall become
exercisable in full upon certain "change of control" events as described in the
Management Plan, or subject to any right or option granted under the Management
Plan (through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), the Administrator will make appropriate adjustments to
such plans and the classes, number of shares and price per share of stock
subject to outstanding rights or options. Generally, the Management Plan may be
amended by action of the Board of Directors, except that any amendment which
would increase the total number of shares subject to such plan, extend the
duration of such plan, materially increase the benefits accruing to participants
under such plan, or would change the category of persons who can be eligible for
awards under such plan must be approved by affirmative vote of a majority of
shareholders entitled to vote. The Management Plan permits awards to be made
thereunder until November, 2004.
Directors who are not otherwise employed by the Corporation will not be
eligible for participation in the Management Plan. The Management Plan provides
for four types of awards: stocks options, incentive stock rights, stock
appreciation rights (including limited stock appreciation rights) and restricted
stock purchase agreements, as described below.
Stock Options. Options granted under the Management Plan may be either
incentive stock options ("ISOs") or options which do not qualify as ISOs
("non-ISOs"). ISOs may be granted at an option price of not less than 100% of
the fair market value of the Common Stock on the date of grant, except that an
ISO granted to any person who owns capital stock representing more than 10% of
the total combined voting power of all classes of Common Stock of the
Corporation ("10% shareholder") must be granted at an exercise price of at least
110% for the fair market
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value of the Common Stock on the date of the grant. The exercise price of the
non-ISOs may not be less than 85% of the fair market value of the Common Stock
on the date of grant. Unless the Administrator determines otherwise, no ISO or
non-ISO may be exercisable earlier than one year from he date of grant. ISOs may
not be granted to persons who are not employees of the Corporation. ISOs granted
to persons other than 10% shareholders may be exercisable for a period of up to
ten years form the date of grant; ISOs granted to 10% shareholders may be
exercisable for a period of up to five years from he dated of grant. No
individual may be granted ISOs that become exercisable in any calendar year for
Common Stock having a fair market value at the time of grant in excess of
$100,00. Non-ISOs may be exercisable for a period of up to 13 years from the
date of grant. In connection with the Corporation's entering into an employment
agreement with its president, Mr. Polito was granted stock options to purchase
25,000 shares of Common Stock. See "Management - Employment Agreement."
Payment for shares of Common Stock purchases pursuant to exercise of
stock options shall be paid in full in (i) cash, by certified check or, at the
discretion of the Administrator, (ii) by shares of Common Stock having a fair
market value equal to the total exercise price or (iii) by a combination of (i)
and (ii) above. The provision that permits the payment to exercise the option by
the payment of shares is called "pyramiding". In general, pyramiding enables a
holder to start with as little as one share of common stock and, by using the
shares of common stock acquired in successive, simultaneous exercises of the
option, to exercise the entire option, regardless of the number of shares
covered thereby, with no additional cash or investment other than the original
share of common stock used to exercise the option.
Upon termination of employment or consulting services, an optionee will
be entitled to exercise the vested portion of an option for a period of up to
three months after the date of termination, except that if the reason for
termination was a discharge for cause, the option shall expire immediately, and
if the reason for termination was for death or permanent disability of the
optionee, the vested portion of the option shall remain exercisable for a period
of twelve months thereafter.
Incentive Stock Rights. Incentive stock rights consist of incentive
stock units equivalent to one share of Common Stock in consideration for
services performed for the Corporation. Each incentive stock unit shall entitle
the holder thereof to receive, without payment of cash or property to the
Corporation, one share of Common Stock in consideration for services performed
for the Corporation or any subsidiary by the employee, subject to the lapse of
the incentive periods, whereby the Corporation shall issue such number of shares
upon the completion of each specified period. If the employment or consulting
services of the holder with the Corporation terminate prior to the units
awarded, the rights shall thereupon be null and void, except that if termination
is caused by death or permanent disability, the holder or his/her heirs, as the
case may be, shall be entitled to receive a pro rata portion of the shares
represented by the units, based upon that portion of the incentive period which
shall have elapsed prior to the death or disability.
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Stock Appreciation Rights (SARs). SARs may be granted to recipients of
options under the management Plan. SARs may be granted simultaneously with, or
subsequent to , the grant of a related option and may be exercised to the extent
that the related option is exercisable, except that no general SAR (as
hereinafter defined) may be exercised within a period of six months of the date
of grant of such SAR and no SAR granted with respect to an ISO may be exercised
unless the fair market value of the Common Stock on the date of exercise exceed
the exercise price of the ISO. A holder may be granted general SARs ("granted
SARs") or limited SARs ("limited SARs"), or both. General SARs permit the holder
thereof to receive an amount (in cash, shares of Common Stock or a combination
of both) equal to the number of SARs exercised multiplied by the excess of the
fair market value of the Common Stock on the exercise date over the exercise
price of the related option.
Limited SARs are similar to general SARs, except that, unless the
Administrator determines otherwise, they any be exercised only during a
prescribed period following the occurrence of one or more of the following
"Change of Control" transaction: (i) the approval of the Board of Directors of
consolidation or merger in which the Corporation is not the surviving
corporation, the sale of all of substantially all the assets of the Corporation,
or the liquidation or dissolution of the Corporation; (ii) the commencement of a
tender or exchange offer for the Corporation's Common Stock (or securities
convertible into Common Stock) without the prior consent of the Board;
(ownership by any person or other entity (other than the Corporation or any
employee benefit plan sponsored by the Corporation) of securities of the
Corporation representing 25% or more of the voting power of the Corporation's
outstanding securities; or (iv) if during any period of two years or less,
individuals who at the beginning of such period constitute the entire Board
cease to constitute a majority of the Board, unless the election, or the
nomination for election, of each new director is approved by at least a majority
of the directors then still in office. The exercise of any portion of either the
related option or the tandem SARs will cause a corresponding reduction in the
number of shares remaining subject to the option or the tandem SARs, thus
maintaining a balance between outstanding options and SARs.
Restricted Stock Purchase Agreements. Restricted stock purchase
agreements provide for the sale by the Corporation of shares of Common Stock at
prices to be determined by the Board, which shares shall be subject to
restrictions on disposition for a stated period during which the purchaser must
continue employment with the Corporation in order to retain the shares. Payment
must be made in cash. If termination of employment occurs for any reason within
six months after the date of purchase, or for any reason other than death or by
retirement with the consent of the Corporation of the Corporation after the
six-month period but prior to the time that the restrictions on disposition
lapse, the Corporation shall have the option to reacquire the shares at the
original purchase price.
Restricted shares awarded under the Management Plan will be subject to a
period of time designated by the Administrator (the "restricted period") during
which the recipient must continue to render services to the Corporation before
the restricted shares will become vested. The
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Administrator may also impose other restrictions, terms and conditions that must
be fulfilled before the restricted shares may vest.
Upon the grant of restricted shares, stock certificates registered in
the name of the recipient will be issued and such shares will constitute issued
and outstanding shares of Common Stock for all corporate purposes. The holder
will have the right to vote the restricted shares and to receive all regular
cash dividends (and such other distributions as the Administrator may
designate), if any, which are paid or distributed on the restricted shares, and
generally to exercise all other rights as a holder of Common Stock, except that,
until the end of the restricted period; (i) the holder will not be entitled to
take possession of the stock certificates representing the restricted shares and
(ii) the holder will not be entitled to sell, transfer or otherwise dispose of
the restricted shares. A breach of any restrictions, terms or conditions
established by the Administrator with respect to any restricted shares will
cause a forfeiture of such restricted shares.
Upon expiration of the applicable restriction period and the
satisfaction of any other applicable conditions, all or part of the restricted
shares and any dividends or other distributions not distributed to the holder
(the "retained distributions") thereon will become vested. Any restricted shares
and any retained distributions thereon which do not so vest will be forfeited to
the Corporation. If prior to the expiration of the restricted period, a holder
is totally disabled (in each case as defined in the Management Plan), or dies,
then, unless otherwise determined by the Administrator at the time of the grant,
the restricted period applicable to each award of restricted shares will
thereupon be deemed to have expired. Unless the Administrator determines
otherwise, if a holder's employment terminates prior to the expiration of the
applicable restricted period for any reason other than as set forth above, all
restricted shares and any retained distributions thereon will be forfeited.
Accelerating of the vesting of the restricted shares shall occur, under
the provisions of the Management Plan, on the first day following the occurrence
of any of the following: (a) the approval by the shareholders of the Corporation
of an "Approved Transaction"; (b) a "Control Purchase"; or (c) a "Board Change."
An "Approved Transaction" is defined as (A) any consolidation or merger
of the Corporation in which the Corporation is not the continuing or surviving
corporation or pursuant to which shares of Common Stock would be converted into
cash, securities or other property other than a merger of the Corporation in
which the holders of the Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (B) any sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation, or (C) the adoption of any
plan or proposal for the liquidation of dissolution of the Corporation.
A "Control Purchase" is defined as circumstances in which any person
(as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
corporation or other entity (other
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than the Corporation or any employee benefit plan sponsored by the Corporation)
(A) shall purchase any Common Stock of the Corporation (or securities
convertible into the Corporation's Common Stock) for cash, securities or any
other consideration, without the prior consent of the Board of Directors, or (B)
shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Corporation
representing twenty-five percent (25%) or more of the combined voting power of
the then outstanding securities of the Corporation ordinarily (and apart from
rights accruing under special circumstances) having the right to vote in the
election of directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 15, 1993, the Corporation executed an agreement to pay $400,000
in connection with the Corporation's purchase from Atlas Gem Erectors Co., Inc.
("Atlas") of six existing contracts to perform steel erection services, which
included the following projects; Stillwell Avenue, 39th Street Bridge
Rehabilitation, Honeywell Street Bridge, New England Throughway, Lemon Creek and
Kosciuszko Bridge projects. Atlas is wholly owned by Joseph Polito. Upon the
sale of the contracts to the Corporation and its completion of its final project
in September 1994, Atlas ceased operations. During June 1994, Atlas agreed to
capitalize such debt in exchange for 320,000 shares of Bridge's common stock. As
a result of such conversion, the Corporation's additional paid in capital had
been increased by $400,000. The shares received by Atlas were issued to its sole
shareholder, Joseph Polito, simultaneously with the conversion.
Immediately prior to the acquisition of the Corporation by Bridge, the
Corporation completed a private placement offering of its Common Stock, whereby
the Corporation sold an aggregate of 148,200 shares (post stock split) of its
Common Stock. The Corporation received net proceeds of $502,594 after the
deduction of offering expenses of $47,406.
The Corporation leases its administrative office space and certain
storage space from R.S.J.J. Realty Corp., an affiliate owned by the
Corporation's majority shareholder, Joseph Polito, based on a signed lease
agreement expiring on March 31, 1998 with a rental payment of $20,000 per month.
Mr. Polito is the majority shareholder of the Corporation, he owns approximately
69.5% of the outstanding shares of the Corporation and therefore, may be deemed
to control the shares of the Corporation owned by Bridge which is 955,665 or
50.1% of the outstanding shares.
During the years ended June 30, 1996 and 1995 the Corporation purchased
from Waldorf approximately $180,333 and $478,000, respectively, of fabricated
steel. For the years ended June 1996 and 1995, the Corporation paid $802,383 and
$271,495, respectively, to US-MD for certain materials and labor necessary to
perform steel erection services. US-MD is a wholly owned subsidiary of U.S.
Bridge Corp. At June 30, 1996 US-MD owed the Corporation $31,554 principally for
advances in connection with above services and said amount are non-interest
bearing.
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The terms of Joseph Polito's employment agreement are described in the
"Executive Compensation" section.
On September 1, 1995, in conjunction with the underwriter of the
Corporation's public offering exercising its over-allotment option to purchase
91,850 additional shares of the Corporation's common stock, the Corporation
exercised its Special Warrant and purchased 5,665 shares of the Corporation's
Common Stock at $2.50 per share.
On October 11, 1995, the Corporation paid One Carnegie $50,000 on
behalf of US-MD for fabrication services performed by US-MD. Such payment was
treated as an on account payment by the Corporation to US-MD. From July 1995 to
October 1995 the Corporation paid US-MD approximately $183,000 for the labor
associated with the fabrication of steel.
II. Ratification of an Amendment to the Corporation's
Senior Management Incentive Plan to Increase
the Number of Shares of Common Stock Authorized
for Issuance thereunder from 150,000 to 1,000,000
The Board of Directors has unanimously approved, subject to shareholder
approval an amendment to the Corporation's Senior Management Incentive Plan (the
"Plan") to increase the number of shares issuable under such Plan from 150,000
shares to 1,000,000 shares. The Plan, as originally adopted by shareholders of
the Corporation's, is annexed hereto as Appendix A.
The Amendment to the Plan is necessary by reason of the fact that, of
the original 150,000 shares authorized under the Plan, 25,000 shares under the
Plan have been issued pursuant to a restricted stock agreement, whereby there
are only 125,000 shares available under the Plan. The remaining number of shares
authorized under the Plan has been deemed by the Board of Directors as
insufficient to provide for additional awards to attract and retain key
executive management personnel and to provide incentive to management personnel
to maximize the shareholder value. The Plan is designed to augment the
Corporation's existing compensation programs and is intended to enable the
Corporation to have its executives, key employees and consultants participate in
the growth and success of the Corporation through awards under the Plan.
Management believes that equity incentives are necessary to attract, motivate
and retain key personnel.
It is further felt that rewarding management through the grants under
the Plan is particularly appropriate given the success of the Corporation and
its subsidiaries in the past year, the Corporation currently having a backlog of
approximately $17,000,000. Management believes that the Corporation will expand
its operations during the next fiscal year and will be required to offer
competitive compensation packages to obtain and retain the qualified management
which the Corporation and its subsidiaries need in order to successfully and
profitably expand operations.
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The affirmative vote of the holders of a majority of the shares of the
Corporation's Common Stock issued and outstanding on the record date. The
directors and officers of the Corporation and other principal shareholders
owning of record, beneficially, directly and indirectly, an aggregate of
approximately 963,165 shares of the Corporation's Common Stock constituting
approximately 50.3% of such shares outstanding on the record date, have agreed
to vote in favor of approval of this proposal.
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED JUNE 30, 1996 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO ShareholderS
WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR SENT TO RONALD J. POLITO,
SECRETARY, U.S. BRIDGE CORP., 53-09 97TH PLACE, CORONA, NEW YORK 11368. EACH
SUCH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT AS OF NOVEMBER 12,
1996 THE PERSON MAKING THE REQUEST WAS THE BENEFICIAL OWNER OF SHARES OF THE
CORPORATION'S COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING OF
Shareholders.
III. OTHER BUSINESS
As of the date of this proxy statement, the only business which the
Board of Directors intends to present, and knows that others will present, at
the Annual Meeting is that herein above set forth. If any other matter or
matters are properly brought before the Annual Meeting, or any adjournments
thereof, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy on such matters in accordance with their judgment.
Shareholder Proposals
Proposals of shareholders intended to be presented at the
Corporation's 1996 Annual Meeting of Shareholders must be received by the
Corporation on or prior to September 1, 1997 to be eligible for inclusion in the
Corporation's proxy statement and form of proxy to be used in connection with
the 1997 Annual Meeting of Shareholders.
By Order of the Board of Directors,
Ronald J. Polito
Secretary
December 2, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
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U.S. Bridge of N.Y., Inc.
SPECIAL MEETING OF SHAREHOLDERS - DECEMBER 2, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph Polito and Ronald
Polito and each of them, proxies, with full power of substitution to each, to
vote all shares of Common Stock of U.S. Bridge of N.Y., Inc. owned by the
undersigned at the Annual Meeting of Shareholders of U.S. Bridge of N.Y., Inc.
to be held on January 9, 1996 and at any adjournments thereof, hereby revoking
any proxy heretofore given. The undersigned instructs such proxies to vote:
I. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) |_| listed below |_|
(Instruction: To withhold authority for any individual nominee, strike a
line through the nominee's name in the list below)
Joseph M. Polito Steven J. Polito Ronald J. Polito
Philip Neilson Marvin Weinstein
II. To ratify an amendment to the Corporation's Senior Management Incentive
Plan to increase the number of shares of Common Stock authorized for issuance
thereunder from 1,000,000 to 2,000,000.
|_| FOR |_| AGAINST
and to vote upon any other business as may properly come before the meeting or
any adjournment thereof, all as described in the Notice and Proxy Statement
dated December 2, 1996, receipt of which is hereby acknowledged.
(Continued and to be signed on the reverse side)
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Either of the proxies or their respective substitutes, who shall be present
and acting shall have and may exercise all the powers hereby granted.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF FIVE
DIRECTORS AND TO RATIFY AN AMENDMENT TO THE CORPORATION'S SENIOR MANAGEMENT
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE THEREUNDER FROM 1,000,000 TO 2,000,000.
Said proxies will use their discretion with respect to any other matters
which properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
Dated:___________________________, 1996
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- ---------------------------------------
(Please date and sign exactly as name appears at left. For joint accounts,
each joint owner should sign, Executors, administrators, trustees, etc., should
also so indicate when signing.)
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