U.S. Bridge of N. Y., Inc.
53-09 97th Place
Corona, New York 11368
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 19, 1996
To the Stockholders of
U.S. Bridge of N. Y., Inc.
NOTICE IS HEREBY GIVEN that a Annual Meeting of Stockholders of U.S. Bridge
of N.Y., Inc. (the "Corporation") will be held at___________________ at
______________ on December 19, 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: November __, 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.
<PAGE>
U.S. BRIDGE OF N.Y., INC.
53-09 97th Place,
Corona, New York 11368
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on December 19, 1996
This proxy statement and the accompanying form of proxy have been
mailed on November __, 1996 to the stockholders 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 December 19, 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
stockholder 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 stockholder
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 stockholder (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 stockholder 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 stockholder (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 stockholders 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, 1996. Stockholders 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 stockholders. The close of business on November 12, 1996 has been
fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
__________ 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 November __, 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
3
<PAGE>
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.
<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 Series A Preferred Stock.
(2) Mr. Polito owns approximately 69.5% of the outstanding shares of Bridge
and may be considered the beneficial owner of the shares of the Company owned by
Bridge. 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
4
<PAGE>
Company, the redemption value of such shares. See "Management - Employment
Agreement," "Resumption of Securities - Series A Preferred Stock and "-- Special
Warrant."
(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.
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 November __, 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>
5
<PAGE>
--------------------------------
All directors hold office until the next annual meeting of stockholders
or until their successors are elected and qualify. Vacancies on the Board of
Directors may be filled by the 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 Company
since its inception in 1990 and prior to April 1994 was the sole shareholder of
the Company. 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
Company'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 Company
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 Company. 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
6
<PAGE>
received a Bachelor of Science Degree in Civil Engineering from Brooklyn
Polytechnical Institute in 1981.
Steven J. Polito was elected treasurer of the Company in March 1995. He
had previously been a Project Manager and has been a director of the Company
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 Company 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
Company does not purchase any steel from Adler & Neilson Co., Inc.
Marvin Weinstein was elected director of the Company 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
company's in the steel industry. The Company has not engaged M. Weinstein
Associates to provide any consulting services to the Company.
Significant Employees
John G. Bauer, has been the chief administrative officer (a non-executive
position) of the Company 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 Company since
the commencement of operations in June 1993. Prior to his employment with the
Company, Mr. Panayi was a structural engineer for Atlas from 1987.
The directors of the Company 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 Company's audited financial statements and any
potential conflicts of interest between any of the Company's officers,
directors, employees, affiliates or associates. In addition to the audit
7
<PAGE>
committee reviewing and resolving any conflicts of interest, the officers and
directors of the Company have a fiduciary obligation to deal fairly and in good
faith with the Company.
As permitted under New York Corporation Law, the Company's certificate
of incorporation eliminates the personal liability of the directors to the
Company or any of its shareholders for damages for breaches of their fiduciary
duty as directors. As a result of the inclusion of such provision, stockholders
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 Company'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 ____ (_) 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.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
(a) (b) (c) (d) (e) (f)
Name and Principal Other Annual Options/
Position Year (1) Salary($) Bonus($) Compensation SARS
- ------------------------------------------- ------------------------------------------ ----
<S> <C> <C> <C> <C> <C>
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 1996 $94,000 - $ 8,275 (4) -
Treasurer and Director 1995 91,575 - 9,900 (4) -
1994 19,980 - - -
</TABLE>
(1) The Company 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 & $3,200 for the years ended June 30, 1996 and 1995.
Stock Options
The following table sets forth certain information concerning the grant of
stock options made during the year ended June 30, 1996 under the Corporation's
1994 Senior Management Incentive Plan.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
=======================================================================================================
Individual Grants
- -----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
% of Total
# of Securities Options/SAR's
underlying Granted to
Options/SAR's Employees in Exercise or Base
Name Granted(1) Fiscal Year Price ($/SH) Expiration Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph M. Polito 25,000 100% $5.50 04/04/99
====================================================================================================================================
</TABLE>
(1) Represents incentive stock options granted under the Corporation's 1994
Senior Management Incentive Plan (the "Management Plan"). Options
granted under this Management Plan are intended to qualify as incentive
stock options under the Internal Revenue Code of 1986, as amended.
Under the terms of the Management Plan, options may be granted to
officers, key employees, directors and consultants of the Corporation
for a maximum term of 10 years. Options granted to directors, who are
not officers or employees, or to consultants, do not qualify as
incentive stock options. The option price per share may not be less
than the fair market value of the Corporation's shares on the date the
option is granted. However, options granted to persons owning more than
10% of the Corporation's Common Stock may not have a term in excess of
five years and may not have an option price of less than 110% of the
fair market value per share of the Corporation's shares on the date the
option is granted.
The following table contains information with respect to employees of
the Corporation concerning options held as of June 30, 1996.
9
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
================================================================================================================================
(a) (b) (c) (d) (e)
- --------------------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised In-
Unexercised The-Money
Options/SAR's at Options/SAR's
FY-End (#) at FY-End($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized($) 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 Company
dated April 4, 1995, whereby Mr. Polito shall devote 80% of his business time to
the affairs of the Company. 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 Company'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 Company. The Company shall pay to Mr. Polito a
monthly draw of $10,000 against the bonus. Pursuant to the agreement the Company
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 Company 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 Company is terminated or there is a decrease in responsibilities or
duties following a change in control of the Company. The severance compensation
shall be made in one payment equal 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 Company, which compensation levels
commenced in March 1995 and April 1994, respectively. Both individuals also
receive a car allowance equal to the monthly lease
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<PAGE>
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 Company.
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 Company'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 Company will have at its disposal in rewarding executive
officers, key employees and consultants who render significant services to the
Company. The Board of Directors intends to offer key personnel equity ownership
in the Company through the grant of stock options and other rights pursuant to
the Management Plan to enable the Company to attract and retain qualified
personnel without unnecessarily depleting the Company's cash reserves. The
Management Plan is designed to augment the Company's existing compensation
programs and is intended to enable the Company to offer executives, key
employees and consultants a personal interest in the Company'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 Company's long-term profit and growth potential by encouraging and
assisting those persons to acquire equity in the Company. 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 Company) who perform services of special
importance to the Company 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 Company'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 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
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<PAGE>
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 Company who is also a director of
the Company 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 Company 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 stockholders entitled to vote. The Management
Plan permits awards to be made thereunder until November, 2004.
Directors who are not otherwise employed by the Company 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 Company
("10% stockholder") must be granted at an exercise price of at least 110% for
the fair market 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
Company. ISOs granted to persons other than 10% stockholders may be exercisable
for a period of up to ten years form the date of grant; ISOs granted to 10%
stockholders may be exercisable for a period of up to five years from he dated
of grant. No individual may be granted ISOs that
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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
Company'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 Company. Each incentive stock unit shall entitle the
holder thereof to receive, without payment of cash or property to the Company,
one share of Common Stock in consideration for services performed for the
Company or any subsidiary by the employee, subject to the lapse of the incentive
periods, whereby the Company shall issue such number of shares upon the
completion of each specified period. If the employment or consulting services of
the holder with the Company 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.
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
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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 amy 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 Company is not the surviving corporation,
the sale of all of substantially all the assets of the Company, or the
liquidation or dissolution of the Company; (ii) the commencement of a tender or
exchange offer for the Company's Common Stock (or securities convertible into
Common Stock) without the prior consent of the Board; (wnership by any person or
other entity (other than the Company or any employee benefit plan sponsored by
the Company) of securities of the Company representing 25% or more of the voting
power of the Company'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 Company 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 Company 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 Company of the Company after the six-month
period but prior to the time that the restrictions on disposition lapse, the
Company 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 Company
before the restricted shares will become vested. The 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
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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 Company. If prior to the expiration of the restricted period a holde of a
total disability (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 stockholders of the Company 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 Company in which the Company 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 Company 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 Company, or (C) the adoption of any plan or proposal for
the liquidation of dissolution of the Company.
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 than the Company or any employee benefit plan
sponsored by the Company) (A) shall purchase any Common Stock of the Company (or
securities convertible into the Company's Common Stock) for cash, securities or
any other coor exchange offer, 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 Company representing twenty-five percent (25%) or more of the combined
voting power of the then outstanding securities of the Company ordinarily (and
apart from rights accruing under special circumstances) having the right to vote
in the election of directors.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 15, 1993, the Company executed an agreement to pay $400,000 in
connection with the Company'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 Company 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 Company'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 Company by Bridge, the
Company completed a private placement offering of its Common Stock, whereby the
Company sold an aggregate of 148,200 shares (post stock split) of its Common
Stock. The Company received net proceeds of $502,594 after the deduction of
offering expenses of $47,406.
The Company leases its administrative office space and certain storage
space from R.S.J.J. Realty Corp., an affiliate owned by the Company's majority
stockholder, 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 Company, he owns approximately 69.5% of the outstanding
shares of the Company and therefore, may be deemed to control the shares of the
Company owned by Bridge which is 955,665 or 50.1% of the outstanding shares.
During the years ended June 30, 1996 and 1995 the Company purchased
from Waldorf approximately $180,333 and $478,000, respectively, of fabricated
steel. Such amounts paid to Waldorf represented approximately 18mpany for the
years ended June 30, 1996 and 1995, respectively. For the years ended June 1996
and 1995, the Company 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 Company $31,554 principally for advances in connection with above services
and said amount are non-interest bearing.
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
Company's public offering exercising its over-allotment option to purchase
91,850 additional shares of the Company's common stock, the Company exercised
its Special Warrant and purchased 5,665 shares of the Company's Common Stock at
$2.50 per share.
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On October 11, 1995, the Company 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 Company to US-MD. From July 1995 to October 1995
the Company 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 on ____________, 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 Company and its
subsidiaries in the past year, the Company currently having a backlog of
$________. Management believes that the Company 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.
The affirmative vote of the holders of a majority of the shares of the
Corporation's Common Stock issued and outstanding on the recordsal. The
directors and officers of the Corporation and other principal stockholders
owning of record, beneficially, directly and indirectly, an aggregate of
approximately __________ shares of the Corporation's Common Stock constituting
approximately ____% of such shares outstanding on the record date, have agreed
to vote in favor of approval of this proposal.
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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 STOCKHOLDERS
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
STOCKHOLDERS.
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.
Stockholder Proposals
Proposals of stockholders intended to be presented at the
Corporation's 1996 Annual Meeting of Stockholders must be received by the
Corporation on or prior to ______________, 1996 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 Stockholders.
By Order of the Board of Directors,
Ronald J. Polito
Secretary
November 26, 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 STOCKHOLDERS - NOVEMBER 25, 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 Stockholders of U.S. Bridge of N.Y., Inc.
to be held on December 19, 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 150,000 to 1,000,000.
|_| 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 November , 1996, receipt of which is hereby acknowledged.
(Continued and to be signed on the reverse side)
<PAGE>
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 RRATIFY 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.
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
- ---------------------------------------
- --------------------------------------
(Please date and sign exactly as name appears at left. For joint accounts
accounts, each joint owner should sign, Executors, administrators, trustees,
etc., should also so indicate when signing.)
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