SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. _________]
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CONTOUR MEDICAL, INC.
(Name of Registrant as Specified in Its Charter)
CONTOUR MEDICAL, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
_X_ $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
___ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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CONTOUR MEDICAL, INC.
3340 SCHERER DRIVE
ST. PETERSBURG, FLORIDA 33716
(813) 572-0089
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 29, 1996
TO THE SHAREHOLDERS OF CONTOUR MEDICAL, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Contour
Medical, Inc., a Nevada corporation, will be held at the offices of Retirement
Care Associates, Inc., 6000 Lake Forrest Drive, Suite 500, Atlanta, Georgia
30328, on Thursday, February 29, 1996, at 2:00 p.m., Eastern Time, and at any
and all adjournments thereof, for the purpose of considering and acting upon
the following matters.
1. The election of four (4) Directors of the Company to serve until the
next Annual Meeting of Shareholders and until their successors have been duly
elected and qualified.
2. The ratification of the appointment of BDO Seidman, LLP as the
Company's independent auditors; and
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the $.001 par value Common Stock and Series A Convertible
Preferred Stock of the Company of record at the close of business on January 25,
1996, will be entitled to notice of and to vote at the Meeting or at any
adjournment or adjournments thereof. The proxies are being solicited by the
Board of Directors of the Corporation.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly in the enclosed postage-paid envelope which requires no addi-
tional postage if mailed in the United States. The giving of a proxy will not
affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
GERALD J. FLANAGAN, PRESIDENT
St. Petersburg, Florida
January 25, 1996
CONTOUR MEDICAL, INC.
3340 SCHERER DRIVE
ST. PETERSBURG, FLORIDA 33716
(813) 572-0089
______________________________
PROXY STATEMENT
______________________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 29, 1996
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of Contour Medical, Inc., a Nevada corporation (the "Company"), for use at the
Company's Annual Meeting of Shareholders to be held at office of Retirement Care
Associates, Inc., 6000 Lake Forrest Drive, Suite 500, Atlanta, Georgia 30328, on
Thursday, February 29, 1996, at 2:00 p.m., Eastern Time, and at any adjournment
thereof. It is anticipated that this Proxy Statement and the accompanying Proxy
will be mailed to the Company's shareholders on or about January 26, 1996.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated that
solicitations of proxies for the Meeting will be made only by use of the mails;
however, the Company may use the services of its Directors, Officers and
employees to solicit proxies personally or by telephone, without additional
salary or compensation to them. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the proxy soliciting materials to the
beneficial owners of the Company's shares held of record by such persons, and
the Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report for the period ended June 30, 1995, is being
simultaneously mailed to the Company's shareholders, but does not constitute
part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
$.001 par value Common Stock and Series A Convertible Preferred Stock. Each
share of Common Stock and Series A Convertible Preferred Stock entitles the
holder to one (1) vote. Only shareholders of record at the close of business on
January 25, 1996, are entitled to notice of and to vote at the Meeting or any
adjournment thereof. On January 25, 1996, the Company had 4,613,841 shares of
its $.001 par value Common Stock and 600,000 shares of Series A Convertible
Preferred Stock outstanding. Cumulative voting in the election of Directors is
not permitted.
A majority of the Company's outstanding Common and Preferred Stock,
considered as a single class, represented in person or by proxy shall constitute
a quorum at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares entitled
to vote owned beneficially, as of January 25, 1996, by any person, who is known
to the Company to be the beneficial owner of 5% or more of the Company's Common
and Preferred Stock, considered as a single class, and, in addition, by each
Director of the Company and by all Directors and Officers of the Company as a
group. Information as to beneficial ownership is based upon statements
furnished to the Company by such persons.
AMOUNT OF BENE- PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER FICIAL OWNERSHIP OF CLASS
Retirement Care Associates, Inc.(1) 3,134,169 (2) 59.1%
6000 Lake Forrest Drive, Suite 200
Atlanta, GA 30328
Gerald J. Flanagan 265,385 (3) 4.9%
3340 Scherer Drive
St. Petersburg, FL 33716
Chris Brogdon -0- (4) --
6000 Lake Forrest Drive, Suite 200
Atlanta, GA 30328
Edward E. Lane 9,000 (4) 0.2%
6000 Lake Forrest Drive, Suite 200
Atlanta, GA 30328
Darrell C. Tucker 5,000 (4) 0.1%
6000 Lake Forrest Drive, Suite 200
Atlanta, GA 30328
All Directors and Executive Officers 353,744 (5) 6.5%
as a Group (6 Persons)
__________________
(1) Retirement Care Associates, Inc. ("Retirement Care") is a publicly-held
corporation of which Chris Brogdon is President, Director and a principal
shareholder; Edward E. Lane is Secretary, Director and a principal shareholder;
Darrell C. Tucker is a Director and a President of a subsidiary; and Michael P.
Traba and Julian S. Daley are Directors. In addition, Connie Brogdon, the wife
of Chris Brogdon, is a principal shareholder of Retirement Care. The following
sets forth the percentage ownership beneficially held by such persons in
Retirement Care:
Chris Brogdon 23.3%
Edward E. Lane 22.0%
Darrell C. Tucker 4.4%
Michael P. Traba 1.1%
Julian S. Daley 0.2%
Connie Brogdon 23.3%
(2) Includes 42,500 shares underlying Class C Warrants held by Retirement Care
Associates, Inc. and 85,000 shares of Common Stock into which shares of Series
A Convertible Preferred Stock held by Retirement Care Associates, Inc. may be
converted.
(3) Represents 40,385 shares of Common Stock held by Mr. Flanagan and 225,000
shares issuable upon the exercise of currently exercisable stock options held by
Mr. Flanagan.
(4) Does not include shares held by Retirement Care Associates, Inc. of which
such person is an officer, director and/or principal shareholder.
(5) Includes 7,692 shares of Common Stock held by R. Scott Williams, an
Executive Officer of the Company, and 66,667 shares issuable upon the exercise
of currently exercisable stock options held by him.
ELECTION OF DIRECTORS
The Bylaws currently provide for a Board of Directors of four (4) members.
The Board of Directors recommends the election as Directors of the four (4)
nominees listed below, to hold office until the next Annual Meeting of
Shareholders and until their successors are elected and qualified or until their
earlier death, resignation or removal. Each member of the present Board of
Directors has been nominated for reelection. The persons named as "Proxies" in
the enclosed form of Proxy will vote the shares represented by all valid
returned proxies in accordance with the specifications of the shareholders
returning such proxies. If at the time of the Meeting any of the nominees
named below should be unable to serve, which event is not expected to occur,
the discretionary authority provided in the Proxy will be exercised to vote
for such substitute nominee or nominees, if any, as shall be designated by
the Board of Directors.
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company presently held,
and the period during which each person has served as a Director:
POSITIONS AND OFFICES
NAME AGE HELD AND TERM AS A DIRECTOR
Gerald J. Flanagan 53 President, Treasurer, Chief Financial
Officer and a Director since July 1993
Chris Brogdon 46 Chairman of the Board and a Director
since September 1994
Edward E. Lane 59 Director since September 1994
Darrell C. Tucker 37 Director since September 1994
There is no family relationship between any Director or Executive Officer
of the Company.
The Company has no nominating committee, compensation committee or audit
committee.
Set forth below are the names of all Directors, Nominees for Director and
Executive Officers of the Company, all positions and offices with the Company
held by each such person, the period during which he has served as such, and the
principal occupations and employment of such persons during at least the last
five years:
GERALD J. FLANAGAN - PRESIDENT, TREASURER, CHIEF FINANCIAL OFFICER AND
DIRECTOR. Mr. Flanagan has been employed by the Company since July 1993. From
1984 until July 1993, he served as the independent certified public accountant
for the Company's Florida subsidiary. Mr. Flanagan has been a certified public
accountant for more than 23 years, specializing in international financial
transactions and tax. Mr. Flanagan earned a Bachelor of Science in Business
Administration degree from St. Mary's College, Winona, Minnesota, in 1963. He
has been a certified financial planner in Florida since 1989. From 1969 to
1978, Mr. Flanagan was a treasurer successively for Velsicol Chemical Corp., a
subsidiary of Northwest Industries, Chicago, Illinois, and Milton Roy Company,
St. Petersburg, Florida, companies listed on the New York Stock Exchange and the
American Stock Exchange, respectively. Mr. Flanagan was responsible for cash
management, which included establishing international credit lines, cash
transfer arrangements, management of world wide banking relationships,
including foreign subsidiaries, accounts receivable management, corporate tax
policy and investment coordination. From 1979 through 1992, Mr. Flanagan
maintained his own public accounting firm specializing in tax, financial
planning and management advisory services in St. Petersburg, Florida.
CHRIS BROGDON - CHAIRMAN OF THE BOARD AND DIRECTOR. Mr. Brogdon has been
a Director of the Company since September 30, 1994. He has served as President
and a Director of Retirement Care Associates, Inc. ("Retirement Care"), a
publicly-held company, since October, 1991. He also served as Treasurer of
Retirement Care from October, 1991, to November, 1993. He served as Secretary
of Capitol Care from July, 1990, until it was merged into Retirement Care in
November, 1992, and now serves in these same capacities with Capitol Care. Mr.
Brogdon has been involved in financing and operating nursing homes and
retirement communities since 1982. From 1969 until 1982, Mr. Brogdon was
employed in the securities business as a retail salesman. Mr. Brogdon
attended Georgia State University in Atlanta, Georgia. Since March, 1987,
Mr. Brogdon has been Secretary/Treasurer of Winter Haven Homes, Inc. ("WHH")
and since August, 1990, he has been Secretary/Treasurer of National
Assistance Bureau, Inc. ("NAB"). Both WHH and NAB are engaged in the business
of owning and operating nursing homes and retirement communities. These two
companies either own or operate pursuant to long-term leases with options to
purchase, or are the sole or managing general partner of limited partnerships
that own or lease a total of ten nursing home properties.
EDWARD E. LANE - DIRECTOR. Mr. Lane has been a Director of the Company
since September 30, 1994. He has served as Secretary and a Director of
Retirement Care since October, 1991. Mr. Lane graduated from the University of
Iowa in 1959. From 1961 until 1968, he was self-employed as Gene Lane &
Associates where he was engaged in industrial financing with municipal tax
exempt bonds. From 1968 until 1971, he was employed by the investment
banking firm of Johnson, Lane, Space, Smith & Co. in Atlanta, Georgia. From
1972 until 1984, he was self-employed as Gene Lane & Associates where he was
involved with private investment banking principally in the areas of
municipal and industrial finance. In 1984, he was involved in the creation of
the full service investment banking firm of Lane, McNally & Jackson where he
was a principal until the firm was sold and merged into Bay City Securities,
Inc. in 1987. In 1988, Mr. Lane co-founded Winter Haven Homes, Inc. to
acquire defaulted retirement centers and nursing homes. Mr. Lane also serves
as President and a Director of Gordon Jensen Health Care Association, Inc., a
nonprofit corporation that owns nine nursing homes and three personal care
facilities and National Assistance Bureau, Inc., a nonprofit corporation that
owns four health care facilities.
DARRELL C. TUCKER - DIRECTOR. Mr. Tucker has been a Director of the
Company since September 30, 1994. He has been a Director of Retirement Care
since November, 1991, and Treasurer since November, 1993. Mr. Tucker also
serves as President of Capitol Care. He also served as President of Capitol
Care from October, 1990, until it was merged into the Company in November,
1992. From September, 1988, to July, 1990, he was a risk manager for Pruitt
Corporation where he was involved in insurance management for 30 long-term
health care facilities. From April, 1987 to August, 1988, he was Chief
Financial Officer for Allgood Health Care, Inc. which managed 12 nursing home
facilities. Mr. Tucker received a Bachelors Degree in Accounting from the
University of Georgia in 1980.
R. SCOTT WILLIAMS - VICE PRESIDENT - MARKETING. Mr. Williams has been
employed by the Company since March 1993. From 1988 to 1991, he was an Account
Representative for Motorola Communications, Inc., a communication systems
manufacturing company. In 1991, he was employed with Med-Equip, Inc., a medical
distribution company. From 1991 to 1992, he was Vice President of Sales for
Zygiene Medical Technology, Inc., a medical manufacturing company. Mr. Williams
is 33 years old.
PHILLIP M. REES - SECRETARY. Mr. Rees has been Secretary of the Company
since October 18, 1994. He has been general counsel for Retirement Care since
July 1994. From May 1989 to July 1994, Mr. Rees was an attorney with the law
firm of Vincent, Chorey, Taylor & Feil in Atlanta, Georgia. He received a
Bachelors Degree in Economics in 1985 and a Juris Doctorate Degree in 1989 from
the University of North Carolina. Mr. Rees is 32 years old.
The Company's executive officers hold office until the next annual meeting
of directors of the Company, which currently is scheduled for February 29,
1996. There are no known arrangements or understandings between any director
or executive officer and any other person pursuant to which any of the above-
named executive officers or directors was selected as an officer or director
of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company's officers, directors and 10% or greater beneficial owners were
not subject to Section 16(a) of the Exchange Act during the transition period
ended June 30, 1995.
EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive
compensation for the Company's Chief Executive Officer and each other executive
officer who received compensation in excess of $100,000 for the six months ended
June 30, 1995, and the years ended December 31, 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
SECURI-
TIES
UNDERLY-
OTHER RE- ING ALL
ANNUAL STRICTED OPTIONS/ OTHER
NAME AND PRINCIPAL COMPEN- STOCK SARs LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARD(S) (NUMBER) PAYOUTS SATION
Gerald J. Flanagan, 1995 $ 50,000 -0- -0- -- -- -- -0-
President 1994 $ 69,250 -0- -0- -- -- -- -0-
1993 $ 75,000 -0- -0- -- 250,000 -- -0-
William J. Gabriele, 1994 $114,500 -0- -0- -- -- -- -0-
CEO* 1993 $150,000 $ 75,000 -0- -- -- -- -0-
1992 $294,000 $285,000 -0- -- -- -- -0-
Rudolf J. Dallessandro, 1994 $ 62,200 -0- -0- -- -- -- -0-
Executive Vice Pres- 1993 $100,000 -0- -0- -- -- -- -0-
ident (Sales & 1992 $180,000 $110,000 -0- -- -- -- -0-
Marketing)*
Howard H. Hagon, 1994 $ 82,200 -0- -0- -- -- -- -0-
Executive Vice Pres- 1993 $100,000 -0- -0- -- -- -- -0-
ident (Operations)* 1992 $ 63,000 $ 65,000 -0- -- -- -- -0-
_________________________
* These persons resigned as Officers and Directors of the Company on September
30, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
SECURITIES
UNDERLYING VALUE OF UNEXER-
SHARES UNEXERCISED CISED IN-THE
ACQUIRED OPTIONS MONEY OPTIONS/
ON SARs AT FY-END SARs AT FY-END
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (NUMBER) REALIZED UNEXERCISABLE UNEXERCISABLE
Gerald J. Flanagan 15,385 $64,617 166,667 / $541,668 /
83,333 $270,832
EMPLOYMENT AGREEMENTS
On January 1, 1993, the Florida Subsidiary and the Michigan Subsidiary
executed employment agreements (the "Agreements") with Messrs. Gabriele,
Dallessandro and Hagon. Each Agreement provided that the employee was to devote
his full time and energy to the Company. The Agreements provided for a base
salary for Messrs. Gabriele, Dallessandro and Hagon of $150,000, $100,000 and
$100,000, respectively, and incentive quarterly bonuses equal to 15.18%, 5.36%
and 4.46%, respectively, of combined net income of the Michigan and Florida
Subsidiaries (defined as net operating income before taxes), calculated without
giving effect to net operating loss carryforwards or carrybacks. The Agreements
further provided for the same medical and life insurance coverage as the Company
provides for its other senior executive officers. Each of the Agreements
required payment of the employee's full salary through the Scheduled Termination
Date, irrespective of whether the employee's employment terminates, the employee
renders the services specified or whether such services are deemed satisfactory
by the Company. However, each of these persons agreed to cancel their
Agreements, and effective December 29, 1994, no further compensation will be
paid to these persons.
In November 1993, effective as of July 1, 1993, the Florida Subsidiary and
the Company executed a five year employment agreement with Gerald J. Flanagan.
The agreement shall be automatically extended for additional one year periods
unless terminated by either party on 60 days' notice. The agreement provides
for a base salary of $75,000 per year plus incentive bonuses, and the same
medical and life insurance benefits as are provided to the Company's senior
executive officers. The agreement contains trade secrets, confidentiality
and non-competition covenants. Effective October 1, 1994, Mr. Flanagan's
salary was increased to $100,000 per year.
R. Scott Williams, the Company's Vice President of Marketing, has an
employment agreement with the Company pursuant to which he presently receives an
annual salary of $75,000. The initial term of this agreement was through
February 21, 1995, but is automatically extendable for additional one year
periods unless either party gives 60 days' notice of an intent to terminate
prior to the end of a term.
STOCK OPTION PLAN
On April 20, 1993, the Company's Board of Directors and a majority of the
owners of its Common Stock approved the adoption by the Company of a Non-
Qualified Employee Stock Bonus Plan (the "Plan") to reward individual
performance, provide incentives for employee performance, and to attract and
retain employees. The Company set aside 1,000,000 shares of its Common Stock
under the Plan, which is administered by the Board of Directors. Shares may be
awarded to employees of the Company, including its Subsidiaries, at a purchase
price of not less than $.01 per share. Options awarded under the Plan will vest
over a three year period and are exercisable for a period of five years from
date of grant. The only options which have been granted under the Plan are
an option to purchase 250,000 shares granted to Gerald J. Flanagan in July
1993, which is exercisable at $2.00 per share; an option to purchase 100,000
shares granted to R. Scott Williams in October 1994, which is exercisable at
$2.25 per share; options to purchase an aggregate of 50,000 shares granted to
two employees in May 1995, which are exercisable at $3.90 per share; and
options to purchase an aggregate of 45,000 shares granted to five employees
in December 1995, which are exercisable at $4.3125 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1994, Retirement Care Associates, Inc., the Company's majority
shareholder, advanced the Company $165,000. This was repaid without interest
during February 1995.
In connection with the acquisition of the Michigan and Florida Subsidiaries
in May, 1993, the Company issued (i) 1,000,000 shares of the Company's Class D
Redeemable Preferred Stock and 666,666 Class D Warrants (valued by the parties
at $6,000,000); and (ii) 666,669 shares of the Company's Class C Convertible
Preferred Stock (valued by the parties at $2,000,000). The shares were
allocated among the shareholders of the Michigan and Florida Subsidiaries as
follows: the first 33,333 shares of Class C Preferred Stock were allocated
to Rudolph J. Dallessandro (having a value for purposes of the transaction of
$100,000); and the remaining stock to trusts owned by each of Messrs.
Gabriele, Dallessandro and Hagon in accordance with the following
percentages: 60.72% to William J. Gabriele, 21.43% to Rudolph J.
dallessandro and 17.85% to Howard H. Hagon. Trusts owned by Messrs.
Gabriele, Dallessandro and Hagon also received a total of 666,669 Class D
Warrants. In April 1994, all shares of Class D Redeemable Preferred Stock
and Class D Warrants held by Messrs. Gabriele, Dallessandro and Hagon, who
were the Officers and Directors of the Company, were exchanged for 2,000,000
shares of Class One Convertible Preferred Stock, and were canceled.
On April 23, 1993, Joseph L. DuRant, a former Officer and Director of the
Company, executed a promissory note in the amount of $22,500, bearing interest
at a rate of 10% per annum, payable to the Company. The note was secured by Mr.
DuRant's shares of Common Stock in the Company. This note was repaid in full
during 1994.
In February 1995, Retirement Care Associates, Inc. ("Retirement Care"), the
Company's majority shareholder, purchased 85,000 shares of Series A Preferred
Stock and 42,500 Class C Redeemable Common Stock Purchase Warrants for a total
of $340,000 in cash as part of a private offering conducted by the Company.
Also in February 1995, the Company advanced $1,168,901 out of the proceeds of
the private offering to Retirement Care. As of December 31, 1995, the
balance of the advance was $877,137. The advance to Retirement Care is due
on demand and is interest free. During the six months ended June 30, 1995,
nursing home and retirement facilities owned, leased or managed by Retirement
Care purchased a total of approximately $1,426,000 in bulk medical supplies
from the Company on 60 day terms. As of June 30, 1995, such facilities owed
the Company $943,094 in accounts receivable in connection with such sales,
and there were no overdue accounts in this amount.
INDEPENDENT ACCOUNTANTS
The independent accounting firm of BDO Seidman, LLP, audited the financial
statements of the Company for the period ended June 30, 1995, and has been
selected in such capacity for the current fiscal year. At the direction of the
Board of Directors, this appointment is being presented to the shareholders for
ratification or rejection at the Annual Meeting of Shareholders. If the
Shareholders do not ratify the appointment of BDO Seidman, LLP, the appointment
of auditors will be reconsidered by the Board of Directors.
It is expected that representatives of BDO Seidman, LLP will be present at
the meeting and will be given an opportunity to make a statement if they desire
to do so. It is also expected that the representatives will be available to
respond to appropriate questions from shareholders.
On December 19, 1994, the Company engaged BDO Seidman, LLP as its
independent accountants for the year ended December 31, 1994. Also on December
19, 1994, Pender Newkirk & Company were dismissed as the Company's independent
accountants. Pender Newkirk & Company's report on the financial statements for
the years ended December 31, 1993, 1992 and 1991, contained no adverse opinion
or disclaimer of opinion or disqualification. The Company's Board of Directors
made the decision to engage BDO Seidman LLP. The Company has no audit or
similar committee.
In connection with the prior audits for the years ended December 31, 1993,
1992 and 1991, and during the interim period from December 31, 1993 to December
19, 1994, there were no disagreements with Pender Newkirk & Company on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. The Company did not consult with BDO Seidman, LLP
with regard to any matter concerning the application of accounting principles to
any specific transactions, either completed or proposed, or the type of audit
opinion that might be rendered with respect to the Company's financial
statements.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set forth
herein. However, if any other matters are properly brought before the Meeting,
the shares represented by valid proxies will be voted with respect to such
matters in accordance with the judgment of the persons voting them. A majority
vote of the shares represented at the meeting is necessary to approve any such
matters.
ANNUAL REPORT
The Company's Annual Report for the period ending June 30, 1995,
accompanies this Proxy Statement. The Annual Report is not incorporated into
this Proxy Statement and is not to be considered part of the solicitation
material.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN FEBRUARY 1997
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders to be held in February 1997 must be received at
the offices of the Company, 3340 Scherer Drive, Atlanta, Georgia 33716, on or
before September 28, 1996, in order to be included in the Company's proxy
statement and proxy relating to that meeting.
GERALD J. FLANAGAN, PRESIDENT
St. Petersburg, Florida
January 25, 1996
P R O X Y
CONTOUR MEDICAL, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Chris Brogdon with the power to appoint his
substitute, and hereby authorizes him to represent and to vote as designated
below, all the shares of common stock of Contour Medical, Inc. held of record by
the undersigned on January 25, 1996, at the Annual Meeting of Shareholders to be
held on February 29, 1996, or any adjournment thereof.
1. Election of Directors:
___ FOR all nominees listed below
___ FOR all nominees except as crossed out below:
Gerald J. Flanagan Chris Brogdon
Edward E. Lane Darrell C. Tucker
[INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name above.]
2. The ratification of the appointment of BDO Seidman, LLP as the
Company's independent auditors; and
___ FOR ___ AGAINST ___ ABSTAIN
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement.
Dated: __________________ __________________________________________
Signature(s) of Shareholder(s)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CONTOUR
MEDICAL, INC. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED
ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF
YOU ATTEND THE MEETING.