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:
_X_ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
___ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SIMPLEX MEDICAL SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
SIMPLEX MEDICAL SYSTEMS, INC.
(Name of Person(s) Filing Proxy Statement)
PRELIMINARY COPY
SIMPLEX MEDICAL SYSTEMS, INC.
430 Ansin Boulevard, Suite G
Hallandale, FL 33009
(954) 455-0110
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 20, 1998
TO THE SHAREHOLDERS OF Simplex Medical Systems, Inc.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Simplex
Medical Systems, Inc., a Colorado corporation (the "Company"), will be held at
the Holiday Inn Sunspree Hollywood, 2711 South Ocean Drive, Hollywood,
Florida, on Thursday, August 20, 1998, at 10:00 a.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 six (6) 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 Schmidt, Raines, Triest,
Dickenson & Adams, P.L. as the Company's independent auditors;
3. The approval of an amendment to the Company's Articles of
Incorporation to change the name of the Company to "SMLX Technologies, Inc.";
4. The approval of the Company's 1997 Stock Option Plan; and
5. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the no par value Common Stock of the Company of record
at the close of business on July 15, 1998, 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 Company.
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 additional 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
COLIN N. JONES, PRESIDENT
Hallandale, Florida
July 15, 1998
SIMPLEX MEDICAL SYSTEMS, INC.
430 Ansin Boulevard, Suite G
Hallandale, FL 33009
(954) 455-0110
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 20, 1998
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Simplex Medical Systems, Inc., a Colorado corporation (the
"Company"), for use at the Company's Annual Meeting of Shareholders to be held
at the Holiday Inn Sunspree Hollywood, 2711 South Ocean Drive, Hollywood,
Florida, on Thursday, August 20, 1998, at 10:00 a.m., Eastern Time, and at any
and all adjournments thereof. It is anticipated that this Proxy Statement and
the accompanying Proxy will be mailed to the Company's shareholders on or
about July 17, 1998.
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 year ended December 31, 1997, 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
no par value Common Stock, with each share entitled to one vote. Only
shareholders of record at the close of business on July 15, 1998, are entitled
to notice of and to vote at the Meeting or any adjournment thereof. On July
15, 1998, the Company had 10,700,000 shares of its no par value Common Stock
outstanding, each share of which is entitled to one vote on all matters to be
voted upon at the Meeting, including the election of Directors. Cumulative
voting in the election of Directors is not permitted.
A majority of the Company's outstanding common stock 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 of the
Company's no par value common stock owned beneficially, as of July 15, 1998,
by any person, who is known to the Company to be the beneficial owner of 5% or
more of such common stock, and, in addition, by each Director of the Company,
and Nominee for Director, and by all Directors, Nominees for Director and
Officers of the Company as a group. Information as to beneficial ownership is
based upon statements furnished to the Company by such persons.
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ----------------------------- -------------------- ----------
Henry B. Schur 1,042,500<FN1> 9.7%
430 Ansin Boulevard, Suite G
Hallandale, Florida 33009
Debra L. Ross 1,042,500<FN2> 9.7%
430 Ansin Boulevard, Suite G
Hallandale, Florida 33009
John E. Trafton 708,000 6.6%
285 Sunrise Drive, Apt. 16
Key Biscayne, Florida 33149
Colin N. Jones 100,000<FN3> .9%
1025 N.W. 17th Avenue
Delray Beach, Florida 33445
Nicholas G. Levandoski 0<FN4> -0-
430 Ansin Boulevard, Suite G
Hallandale, Florida 33009
Joel Marcus 90,000<FN5> .8%
676 West Prospect Road
Fort Lauderdale, Florida 33309
Kenneth Robertson ________ ___%
855 S. Federal Highway, No. 206
Boca Raton, Florida 33432
Gerald M. Wachna ________ ___%
855 S. Federal Highway, No. 206
Boca Raton, Florida 33432
Software & Healthcare Technology
Fund, LLC 1,000,000 9.3%
855 S. Federal Highway, No. 206
Boca Raton, Florida 33432
International Technologies Ltd. 900,000 8.4%
c/o William Smith
P.O. Box F-40729
Freeport, Bahamas
2
Robertson & Partners, L.L.C. 1,600,000 15.0%
855 S. Federal Highway, No. 206
Boca Raton, Florida 33432
All Directors and Officers 1,232,500 11.5%
as a Group (6 Persons)
_______________________
<FN1>
Includes 862,500 shares held of record by Mr. Schur's wife, Debra Ross, 80,000
shares held by Mr. Schur's daughter, and 100,000 shares held in trust for Mr.
Schur's daughter. Does not include options to purchase 100,000 shares since
the Company's stock option plan is awaiting shareholder approval.
<FN2>
Includes 862,500 shares held directly by Ms. Ross, 80,000 shares held by Ms.
Ross' daughter, and 100,000 shares held in trust for Ms. Ross' daughter.
<FN3>
Does not include options to purchase 100,000 shares since the Company's stock
option plan is awaiting shareholder approval.
<FN4>
Does not include options to purchase 250,000 shares since the Company's stock
option plan is awaiting shareholder approval.
<FN5>
Does not include options to purchase 100,000 shares since the Company's stock
option plan is awaiting shareholder approval.
</FN>
ELECTION OF DIRECTORS
The Company's Bylaws have been amended to provide that effective at the
Annual Meeting of Shareholders that the Board of Directors will consist of
eight members. The Board of Directors recommends the ELECTION as Directors of
the six (6) 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 of the current
members of the present Board of Directors has been nominated for reelection.
The person named as "Proxy" 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 HELD AND
NAME AGE TERM AS A DIRECTOR
- ---------------------------- --- ------------------------------
Colin N. Jones 77 President and Chairman of the Board
since April 1998
Nicholas G. Levandoski, Ph.D. 61 Vice President - Research and
Development, Secretary, Treasurer
and Director of the Company since
March 1997; and Director of Research
and Development for Simplex-Florida
3
Henry B. Schur 53 Vice President - Business Development
and Director of the Company since
March 1997; Vice President and a
Director of Simplex-Florida
Joel Marcus 58 Director since December 1997
Kenneth Robertson 63 Nominee for Director
Gerald M. Wochna 55 Nominee for Director
There is no family relationship between any Director or Executive Officer
of the Company.
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:
COLIN N. JONES has served as the President and Chairman of the Board of
the Company since April 10, 1998. Mr. Jones has served as CEO and Chairman of
Automated Health Technologies since November 1996 and was a consultant to that
firm from February 1996 to November 1996. From July 1994 until January 1996,
he served as Chairman, International of INTEC, an international consulting
firm specializing in reengineering. From February 1983 until March 1988, he
served as Chairman of Proximity Technologies and continued as Vice President,
International until July 1994 for Franklin Electronics, which had purchased
Proximity Technologies. From June 1974 until February 1983, he owned and
operated his own merger and acquisition firm. From January 1970 until June
1974, he was President and CEO of Sensormatic Electronics and remained a
consultant until June 1974. From September 1950 until January 1970, he was
employed by IBM in various positions with his final position being Manager of
Sales Programs for the Office Products Division. Mr. Jones received a BSME
Degree from the University of Texas in 1949.
DR. NICHOLAS LEVANDOSKI has served as the Vice President of Research and
Development, Secretary, Treasurer and a director of the Company since March 5,
1997. He also served as acting President from March 5, 1997 until April 10,
1998. He has served as Director of Research and Development for
Simplex-Florida since June 1995. Dr. Levandoski has extensive research and
clinical experience, including military, industry and hospital environments.
Dr. Levandoski received a B.S. degree in Chemistry/Biology from the University
of Notre Dame in 1958. After a brief period in private industry (Abbott
Laboratories, N. Chicago, Illinois), Dr. Levandoski enlisted and served in the
Medical Service Corps. of the U.S. Army from 1959 to 1962. While on active
duty in Medical Service Corps., Dr. Levandoski enrolled and attended the
graduate school of the University of Denver where he continued his studies in
organic chemistry. Upon release from active duty in 1962, Dr. Levandoski was
hired as the Director of Laboratory of Metabolic Division of the U.S. Army
Research and Nutrition Laboratory, Denver, Colorado, from 1962 to 1964, and he
completed his graduate studies in 1964. He thereafter held responsible
positions in industry, including Cordis Corps., Miami, Florida, from 1965 to
1971, in the Diagnostic Products Division; Benasil Corporation, Miami, Florida
from 1977 to 1979; and Director of Corporate Compliance (FDA) for North
American Biologicals, Miami, Florida. In 1979, Dr. Levandoski returned to
active duty in the U.S. Army as Executive Officer and Hospital Administrator
for a 1,000-bed general hospital in Miami, Florida. In 1982, Dr. Levandoski
4
was selected to attend the National War College, Ft. McNair, Washington, D.C.;
and was thereafter assigned to the Pentagon in Washington, D.C., Division of
Reserve Affairs, where he remained until his retirement as a full Colonel in
1984.
MR. HENRY SCHUR has served as the Company's Vice President of Marketing
and a Director since March 5, 1997. He has served as President of Analyte
Diagnostics, Inc., a wholly owned subsidiary of Simplex-Florida since June
1995. He is the Company's principal scientist and one of the principal
inventors of the Company's products. Mr. Schur has an undergraduate degree in
Health Sciences from Florida International University and post graduate
studies in Business Management at the University of Oklahoma. In the course
of Mr. Schur's professional career, he has occupied responsible positions with
companies engaged in the manufacture of diagnostics products and biochemicals,
including specifically, Arcade, Inc., Chattanooga, Tennessee (1986 to 1987),
and Cordis Corporation, Miami, Florida (1966 to 1968). Mr. Schur, in 1991,
was formerly employed by Americare, with whom Mr. Schur is now in litigation.
Mr. Schur is a principal inventor of a number of the Company's products and
has a number of issued U.S. and foreign patents to his credit.
JOEL MARCUS has served as a Director of the Company since December 1997.
He has been self-employed as a certified public accountant in Florida since
1974 when he became a licensed CPA. Mr. Marcus received a Bachelor of Science
Degree in Business Administration from Hofstra University in New York in 1960
and completed graduate studies at CW Post Tax Institute in 1963.
GERALD M. WOCHNA has, since 1984, been involved in the formation,
financing and development of several small businesses, both individually and
as a part of Robertson & Partners, L.L.C. He is currently a director of
Automated Health Technology. Since 1984, Mr. Wochna has been involved in land
development and the development, construction, leasing and financing of
retail, warehouse and office properties. From 1973 to 1984, he practiced law
with a law firm he established in Boca Raton, Florida. Mr. Wochna continued
to practice law on an "of counsel" basis from 1984 to 1989, when he retired
from that profession. Mr. Wochna graduated from Cleveland State Law School in
1968.
KENNETH ROBERTSON is the President and CEO of Conference-Call USA, Inc.,
a successful teleconferencing company which he co-founded in 1987 and sold in
December 1996 to Citizens Utilities, Inc. Following the sale, he has
continued as CEO of that entity, and it has continued to grow under his
leadership. Mr. Robertson has extensive experience in a diverse range of
business activities with special emphasis on sales and financial management.
In 1981 he moved to Florida as President and CEO of Alo-Scherer Healthcare
(now Scherer Healthcare, Inc.) and held that position until 1983 at which time
he resigned and has remained a director of this NASDAQ-listed company. Mr.
Robertson has a degree from Wabash College.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
Director, Officer or beneficial owner of more than 10% of the Company's Common
Stock, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year except as follows:
5
International Technologies Ltd., a principal shareholder, failed to file a
Form 3 and one Form 4 reporting its initial ownership position and one
transfer during 1997. The shareholder has also not filed a Form 5 for 1997.
COMPENSATION
The following tables set forth information regarding executive
compensation for the Company's President and Chief Executive Officer and each
other executive officer who received total annual salary and bonus in excess
of $100,000 for any of the years ended December 31, 1997, 1996 or 1995.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
AWARDS PAYOUTS
------------------------
SECURI-
ANNUAL COMPENSATION TIES
--------------------- RE- UNDERLY- ALL
OTHER STRICT- ING OTHER
NAME AND ANNUAL ED OPTIONS/ LTIP COM-
PRINCIPAL COMPEN- STOCK SARs PAY- PEN-
POSITION YEAR SALARY BONUS SATION AWARD(S) (NUMBER) OUTS TION
- ---------- ---- -------- ----- ------- -------- -------- ----- -----
Nicholas G. 1997 $43,500 -- $19,400 -- 250,000 -- --
Levandoski, 1996 $ -- -- $21,956 -- -- -- --
Ph.D.,
President
AGGREGATED OPTION EXERCISES IN YEAR ENDED
DECEMBER 31, 1997 AND DECEMBER 31, 1997 OPTION VALUES
SECURITIES UNDER- VALUE OF UNEXER-
SHARES LYING UNEXERCISED CISED IN-THE
ACQUIRED OPTIONS MONEY OPTIONS/
ON AT 12/31/97 AT 12/31/97
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (NUMBER) REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ---------------- ----------------
Nicholas Levandoski -0- $ -0- 250,000/250,000 $ 0/0
OPTIONS GRANTS IN LAST FISCAL YEAR
Individual Grants
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE
---- ------------ ------------ ----------- ----------
Nicholas Levandoski 250,000 51.0% $1.58 8/27/02
6
STOCK OPTION PLAN
During March 1997, the Board of Directors adopted a Stock Option Plan
(the "Plan"), and on March 28, 1997, the Corporation's shareholders approved
the Plan. The Plan authorizes the issuance of options to purchase up to
2,000,000 shares of the Company's Common Stock.
The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company. The Board has
the power to determine at the time that the option is granted whether the
option will be an Incentive Stock Option (an option which qualifies under
Section 422 of the Internal Revenue Code of 1986) or an option which is not an
Incentive Stock Option. Vesting provisions are determined by the Board at the
time options are granted. The option price for any option will be no less
than the fair market value of the Common Stock on the date the option is
granted.
Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not
they are incentive stock options. Generally, there will be no federal income
tax consequences to the Company in connection with Incentive Stock Options
granted under the Plan. With regard to options that are not Incentive Stock
Options, the Company will ordinarily be entitled to deductions for income tax
purposes of the amount that option holders report as ordinary income upon the
exercise of such options, in the year such income is reported.
During 1997 the Company granted options to seven persons to purchase a
total of 490,000 shares of common stock at a price of $1.58 per share. During
January through May 1998, the Company granted an additional 225,000 options at
prices ranging from $1.58 to $2.75.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ACQUISITION OF SIMPLEX-FLORIDA
On March 5, 1997, the Company completed the acquisition of 100% of the
outstanding common stock of Simplex Medical Systems, Inc. ("Simplex-Florida")
in exchange for 3,453,000 shares of the Company's Common Stock (approximately
46.04% of the shares now outstanding). The shares were exchanged on the basis
of one share of the Company's common stock for one share of Simplex-Florida
common stock. In connection with the closing of this transaction, several
shareholders submitted for cancellation a total of 31,953,000 shares of common
stock. As a result, after the acquisition of Simplex-Florida, there were a
total of 7,500,000 shares outstanding.
The stock issuances were made pursuant to an Agreement ("Agreement")
between the Company and Simplex-Florida. The terms of the Agreement were the
result of negotiations between the managements of the Company and
Simplex-Florida. However, the Board of Directors did not obtain any
independent "fairness" opinion or other evaluation regarding the terms of the
Agreement, due to the cost of obtaining such opinions or evaluations.
7
TRANSACTIONS INVOLVING THE COMPANY
On March 20, 1996, the Company issued to each of Mesdames Colleen E.
Schmidt, a Director of the Company, and a Company Director, and Sandra S.
Steinberg, a Director of the Company, 15,000,000 shares of the Company's
common stock, $.0001 par value per share (a total of 30,000,000 shares of
common stock), in consideration, in each case, for the sum of $5,000 in cash
(a total of $10,000 in cash). These shares collateralized two non-interest
bearing promissory notes in the principal amount of $2,500 each (an aggregate
face amount of $5,000), due and payable on May 31, 1996, of which each of
Mesdames Schmidt and Steinberg are the makers and the Company is the holder.
During the year ended December 31, 1997, the Company entered into several
short term notes payable with Joel Marcus, a director of the Company, totaling
$294,990, bearing interest at 10% per annum. Joel Marcus subsequently
assigned these notes to International Technologies Ltd., a shareholder. As a
of December 31, 1997, $284,990 of these notes payable had expired terms. On
April 2, 1998, the Company entered into an agreement with International
Technologies Ltd. to extend the terms of the notes for a three year period
with interest at 10% per annum. These notes will be amortized over the three
year period with payments on principal to be made only if the Company records
pre-tax earnings in excess of the principal amount due. If an additional
extension of time is necessary, this agreement grants an extension until such
time as pre-tax profits are sufficient to amortize the loans over the three
year period.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The independent accounting firm of Schmidt, Raines, Triest, Dickenson &
Adams, P.L. audited the financial statements of the Company for the year ended
December 31, 1997, 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 Schmidt, Raines, Triest, Dickenson & Adams, P.L., the
appointment of auditors will be reconsidered by the Board of Directors.
It is expected that representatives of Schmidt, Raines, Triest, Dickenson
& Adams, P.L., 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.
AMENDMENT TO ARTICLES OF
INCORPORATION CONCERNING NAME CHANGE
The Board of Directors has approved an amendment to the Articles of
Incorporation to change the name of the Company to "SMLX Technologies, Inc."
The new name is being proposed to better reflect the business of the Company,
since the Company's technologies include non-medical products.
An affirmative vote of a majority of the shares outstanding will be
required to approve the proposed amendment to the Company's Articles of
Incorporation. The Board of Directors recommends approval of the amendment.
8
APPROVAL OF 1997 STOCK OPTION PLAN
DESCRIPTION OF THE PLAN
On August 27, 1997, the Company's Board of Directors approved the
establishment of a Stock Option Plan (the "1997 Plan"). The Board of
Directors believes that the 1997 Plan advances the interests of the Company by
encouraging and providing for the acquisition of an equity interest in the
success of the Company by employees, officers, directors and consultants, and
by providing additional incentives and motivation toward superior Company
performance. The Board believes the 1997 Plan enables the Company to attract
and retain the services of key employees, officers, directors and consultants
upon whose judgment, interest and special effort the successful conduct of its
operations is largely dependent.
The 1997 Plan allows the Board to grant stock options from time to time
to employees, officers and directors of the Company and consultants to the
Company. The Board has the power to determine at the time the options are
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options may
only be granted to persons who are employees of the Company. Vesting
provisions are determined by the Board at the time options are granted. The
total number of shares of Common Stock subject to options under the 1997 Plan
may not exceed 2,000,000, subject to adjustment in the event of certain
recapitalizations, reorganizations and similar transactions. The option price
must be satisfied by the payment of cash.
The Board of Directors may amend the 1997 Plan at any time, provided that
the Board of Directors may not amend the 1997 Plan to materially increase the
number of shares available under the 1997 Plan, materially increase the
benefits accruing to participants under the 1997 Plan, or materially change
the eligible class of employees without shareholder approval.
There are currently stock options granted under the 1997 Plan to purchase
up to 590,000 shares of Common Stock at $1.58 per share and up to 125,000
shares at $2.75 per share. These options are contingent on the approval of
the 1997 Plan.
VOTE REQUIRED; BOARD OF DIRECTORS RECOMMENDATIONS
Approval of the 1997 Plan requires the affirmative vote of a majority of
the shares of Common Stock represented at the meeting. The Board of Directors
recommends a vote FOR approval of the 1997 Plan.
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.
9
ANNUAL REPORT
The Company's Annual Report for the year ending December 31, 1997,
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 AUGUST 1999
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders to be held in August 1999 must be received at
the offices of the Company, 430 Ansin Boulevard, Suite G, Hallandale, Florida
33009, no later than March 18, 1999, in order to be included in the Company's
proxy statement and proxy relating to that meeting.
COLIN N. JONES, PRESIDENT
Hallandale, Florida
July 15, 1998
10
P R O X Y
SIMPLEX MEDICAL SYSTEMS, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Colin N. Jones with the power to appoint
a substitute, and hereby authorizes him to represent and to vote as designated
below, all the shares of common stock of Simplex Medical Systems, Inc. held of
record by the undersigned on July 15, 1998, at the Annual Meeting of
Shareholders to be held on August 20, 1998, or any adjournment thereof.
1. Election of Directors:
[ ] FOR all nominees listed below (except as marked to the contrary)
[ ] WITHHOLD authority to vote for all the nominees listed below:
Colin N. Jones Joel Marcus
Nicholas G. Levandoski Kenneth Robertson
Henry B. Schur Gerald M. Wochna
[INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name above.]
2. The ratification of the appointment of Schmidt, Raines, Triest,
Dickenson & Adams, P.L., as the Company's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The approval of an amendment to the Company's Articles to change the
name of the Company to "SMLX Technologies, Inc."
[ ] VOTE FOR [ ] AGAINST [ ] ABSTAIN
4. The approval of the Company's 1997 Stock Option Plan.
[ ] VOTE FOR [ ] AGAINST [ ] ABSTAIN
5. To transact such other business as may properly come before the
meeting.
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 VOTE FOR PROPOSALS 1, 2, 3 AND 4.
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, Proxy Statement and Annual Report.
Dated: _____________, 1998.
________________________________________
________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIMPLEX MEDICAL
SYSTEMS, 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
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