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
MEDICAL TECHNOLOGY & INNOVATIONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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 Rule 14a-6(i)(4) and 0-11
(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:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 20, 1997
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Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting")
of Medical Technology & Innovations, Inc., a Florida Corporation (the
"Company"), will be held at the Eden Resort Inn, 222 Eden Road, Lancaster,
Pennsylvania on Monday, January 20, 1997 at 2:00 p.m., Eastern Standard Time for
the following purposes:
1. To elect two directors to serve for the following three years and
until successors have been elected and qualified.
2. To act upon the ratification of the appointment of Simon Lever & Company
as the Company's independent auditors for the 1997 fiscal year.
3. To act upon such other matters as may properly come before the Meeting
or any adjournments thereof.
Only stockholders of record at the close of business on November 21, 1996 shall
be entitled to notice of and to vote at the Meeting or any adjournments thereof.
All stockholders are cordially invited to attend the Meeting in person.
By order of the Board of Directors
Steven Gill
Secretary
November 26, 1996
Lancaster, Pennsylvania
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. MAIL THE
SIGNED AND DATED PROXY TO:
MEDICAL TECHNOLOGY & INNOVATIONS, INC.
3125 NOLT ROAD
LANCASTER, PA 17601
MEDICAL TECHNOLOGY & INNOVATIONS, INC
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 20, 1997
GENERAL
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This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors and management of Medical Technology & Innovations, Inc., a
Florida corporation (the"Company"), of proxies for use at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at the Eden Resort Inn,
222 Eden Road, Lancaster, Pennsylvania on Monday, January 20, 1997 at 2:00 p.m.,
Eastern Standard Time, and at any and all adjournments thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders ("Notice
of Meeting").
The Proxy Statement, Notice of Meeting and accompanying Proxy are first being
mailed to stockholders on November 26, 1996.
VOTING SECURITIES AND VOTE REQUIRED
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Only stockholders of record at the close of business on November 21, 1996 are
entitled to notice of and to vote the shares of common stock, no par value
("Common Stock"), of the Company held by them on such date at the Meeting or any
and all adjournments thereof. As of September 30, 1996, 12,678,280 shares of
Common Stock, were outstanding. There was no other class of voting securities
outstanding at that date.
The presence, in person or by proxy, of the holders of majority of the
outstanding shares of Voting Stock is necessary to constitute a quorum at the
Meeting. Assuming that a quorum is present, (1) a plurality of votes cast will
be required for election of directors and (2) the affirmative vote of the
holders of a majority of the shares of Common Stock voting at the Meeting will
be required to approve the ratification of the appointment of auditors.
Each share of Voting Stock held by a stockholder entitles such stockholder to
one vote on each matter that is voted upon at the Meeting or any adjournments
thereof.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are
1
withheld will be excluded entirely from the vote and will have no effect except
that votes withheld will be counted toward determining the presence of a quorum
for the transaction of business.
Abstentions and broker "non-votes" will be counted toward determining the
presence of a quorum for the transaction of business. Abstentions may be
specified on all proposals except that election of directors. With respect to
all proposals other than the election of directors, abstentions will have the
effect of a negative vote. A broker "non-vote" will have no effect on the
outcome of any of the proposals.
If the accompanying Proxy is properly signed and returned to the Company and not
revoked, it will be voted in accordance with the instructions contained therein.
Unless contrary instructions are given, the persons designated as proxy holders
in the accompanying Proxy will vote "FOR" the Board of Directors' slate of
nominees, and "FOR" ratification of the appointment of Simon Lever & Company as
the Company's independent auditors for the 1997 fiscal year, and as recommended
by the Board of Directors with regard to any other matters or if no such
recommendation is given, in their own discretion. Each such proxy granted by a
stockholder may be revoked by such stockholder at any time before it is
exercised by filing with he Secretary of the Company a revoking instrument in
the form of a duly executed proxy bearing a later date. The powers of the proxy
holders will be suspended if the person executing the Proxy attends the Meeting
in person and so requests. Attendance at the Meeting will not, in itself,
constitute revocation of the Proxy.
The cost of soliciting these proxies, consisting of the printing, handling, and
mailing of the proxy and related material, and the actual expense incurred by
brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
material to the beneficial owners of stock, will be paid by the Company.
In order to assure that there is a quorum, it may be necessary for certain
officers, directors, regular employees and other representatives of the Company
to solicit proxies by telephone or telegraph or in person. These persons will
receive no extra compensation for their services.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting two (2) directors will be elected to serve for a three year term
and until their successors are elected and qualified. The Board of Directors
will vote all proxies received by them in the accompanying form for the nominees
listed below. The current size of the Board of Directors of the Company is seven
(7). All of the directors were elected at the 1996 Annual Meeting. In the event
any nominee is unable to or declines to serve at the time of the Meeting, the
proxies will be voted for an alternative nominee who shall be designated by the
present Board of Directors to fill the vacancy. As of the date of this Proxy
statement, the Board of Directors is
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not aware of any nominee who is unable to will decline to serve as a director.
The following are the nominees for election as directors:
First Year
Nominees Position with Company Elected Director Age
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John Behrmann Director April 1996 61
Matthew Crimmins Director April 1996 63
BUSINESS EXPERIENCE OF DIRECTORS
Mr. Feakins was elected to the Board in April of 1996. Since 1989, he has served
as President of Medical Technology, Inc. (MTI) and in October 1995, became the
President and Chief Executive Officer of Medical Technology & Innovations, Inc.
From 1980 to 1986, he was the Managing Director of Craft Master, Limited, a
South African corporation, which was a manufacturer and exporter of point of
purchase display systems. Mr. Feakins received his degree in accounting and
computer studies from the Royal Naval College, Ipswich, Suffolk, England.
Mr. Behrmann has been a director since April 1996. Mr. Behrmann is a director of
First American Health Concepts, Inc., a public company in the optical insurance
business and owner and operator of Evergreen Industries, Inc., a company with
interests in commercial deer farming and real estate. He is also a stockholder
and chairman of the board of Preston Reynolds & Co., Inc., an investment banking
firm with special emphasis on the oil and gas industry and a stockholder and
director of Redstone Resources, Inc., a company engaged in natural gas
exploration. Mr. Behrmann was formerly a Senior Vice President, Chief Financial
Officer, and director of Dentsply International, Inc., a health care company, is
a C.P.A and holds a B.S. degree in Commerce and Finance from Bucknell
University, Lewisburg, Pennsylvania.
Mr. Crimmins has been a director since April 1996. From 1965 to 1995, he
was with Polaroid Corporation where he held a number of executive positions with
responsibility in many functional areas including, commercial, technical, and
manufacturing operations. He was a Senior Director of Polaroid at retirement.
Mr. Crimmins received a B.S. (Physics) degree from Holy Cross, a M.S.
(Electrical Engineering) degree from Northeastern, and a M.B.A. from Boston
College.
Mr. Gill was elected to the Board in April 1996. Prior to becoming with the
Company, he was an attorney engaged in the private practice of law. He is a
member of Iowa State Bar. He is also a C.P.A., and from 1983 to 1989, he was an
accountant and worked for Price Waterhouse, Arthur Andersen, and Motorola. Mr.
Gill received his B.B.A. (Accounting), M.A. (Accounting), and J.D. degrees from
the University of Iowa. Mr. Gill serves as Executive Vice President and Chief
Financial Officer of the Company.
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Mr. Hartman was elected to the Board in April 1996. Since October 1995, he
has served as Senior Vice President of Sales and Marketing. From 1987 to 1995,
he was a with the Jay Group and held a number of executive positions, including
National Sales Manager and Vice President of Sales and Marketing. Mr. Hartman
received his undergraduate degree from Juniata College.
Mr. Penaluna has been a director since April 1996 and is currently President and
Chief Executive Officer of Credit Bureau Enterprises. He is also President and
Chief Executive Officer of Paragon Solutions, Inc., a medical billing service
company, and a director of Valichek, Inc. Mr. Penaluna received his
undergraduate and graduate degrees from Mankato State University.
Mr. Scott was elected to the Board in April 1996. He is a Professor of
Ophthalmology at the Iowa College of Medicine. Mr. Scott is a graduate of the
University of Iowa.
BUSINESS EXPERIENCE OF SIGNIFICANT OFFICER
Robert Ballheim joined the Company in May 1993 as Executive Vice President of
Engineering. From 1967 to 1993, he was with Chamberlain Manufacturing
Corporation where he held a number of executive positions, including Director of
the Ammunition Development Group, Vice President and General Manager, R & D
Division, and Vice President, Engineering, Waterloo Division. Mr. Ballheim
received his B.S. degree in mathematics from the University of Northern Iowa.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission (SEC). Officers, directors, and greater than ten-percent
stockholders are required by SEC regulation to furnish the Company with copies
of all ownership forms they file.
Based solely on its review of the copies of such form received by it, or based
upon representations that no Form 5 was required, Messrs Feakins, Ballheim,
Gill, Hartman, Penaluna, and Scott did not timely file Forms 3, 4, or 5 for the
fiscal year ending June 30, 1996 as follows:
Name No. of Late Reports No. of Late Transactions.
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Jeremy Feakins 3 2
Robert Ballheim 3 2
Steven Gill 2 1
George Hartman 3 2
Tom Penaluna 2 0
William Scott 1 0
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From November 1995 to May 1996, Jeremy Feakins, President, Chief Executive
Officer, and Director loaned the Company approximately $108,000. The above loan
was an unsecured promissory note and was non-interest bearing. The
above-described loan was repaid by the company in July 1996.
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth information concerning the compensation of the
Company's Executive Officers whose compensation exceeded $100,000 for the fiscal
year ending June 30, 1996.
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Name and Principal Fiscal Annual Compensation Long-Term Compensation All Other
Position Year Compensation
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Salary Bonus Other Annual Awards Payouts
Compensation
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Restricted Stock Options/SARs LTIP
Award(s) Payouts
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J. Feakins, 1996 $123,000 0 $212,500 500,000 0 0
President and Chief
Executive Officer (1)
R. Ballheim, 1996 87,000 0 42,500 500,000 0 0
Executive Vice
President of
Engineering
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1. Mr. Feakins is furnished with an automobile for business and personal use.
The compensation specified in the preceding table does not include the
value of non-business use as the amount is not material.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
(Individual Grants)
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Name # of Shares Common % of Total Options Granted to Exercise of Base Price ($/share) Expiration Date
Stock Underlying Options Employees in Fiscal Year
Granted (1)
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J. Feakins 500,000 25% $1.50 (2)
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R. Ballheim 500,000 25% $1.50 (2)
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S. Gill 500,000 25% $1.50 (2)
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G. Hartman 500,000 25% $1.50 (2)
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1. Options become exercisable at the rate of 40,000 per calendar quarter,
commencing June 30, 1996 for 11 quarters with 60,000 in the 12th quarter.
Options not yet exercisable in the event of cessation of employment are
forfeited by the individual participant unless there is a change of control
of the Company. In which event, all options granted are immediately
exercisable. The number of options granted to Mr. Hartman are dependent
upon achieving certain sales targets and may be reduced, but not below
20,000 per calendar quarter.
2. The expiration dates for the options granted are two (2) years from the
date the options become exercisable.
AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED JUNE 30, 1996
AND FISCAL YEAR END OPTION VALUES
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Name # of Shares Acquired Value Realized # of Shares of Common Exercisable/Un- Value of Unexercised
on Exercise Stock Underlying exercisable in-the-money Options
Unexercised Options @ Exercisable/Un-
Fiscal Year End exercisable
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J. Feakins 0 0 500,000 40,000/460,000 60,000/690,000
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R. Ballheim 0 0 500,000 40,000/460,000 60,000/690,000
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S. Gill 0 0 500,000 40,000/460,000 60,000/690,000
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G. Hartman 0 0 490,064 30,064/460,000 45,096/690,000
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1996 STOCK OPTION PLAN
In April of 1996, the Company's Shareholders approved the 1996 Stock Option
Plan, which allows the Board of Directors to grant up to 3.0 million options. No
options have been granted under the 1996 Stock Option Plan.
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning all persons known to the
Company to be the beneficial owners of more than 5% of the Company's Common
Stock, (ii) the ownership interest of each director and nominee, and (iii) by
all directors and executive officers as a group calculated as of September 30,
1996.
AMOUNT AND NATURE PERCENT OF
NAME POSITION OF BENEFICIAL OWNERSHIP(1) OWNERSHIP
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Jeremy Feakins Director, Chief Executive 5,450,461 shs 42.99%
Officer, and President
Robert Ballheim Executive Vice President 145,837 shs 1.15%
of Engineering
John Behrmann Director 100,000 shs 0.79%
Matthew Crimmins Director 0 0.00%
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Steven Gill Director, Executive 110,000 shs 0.87%
Vice President and
Chief Financial Officer
George Hartman Director and Senior Vice 61,239 shs 0.48%
President of Sales and
Marketing
Thomas Penaluna Director 92,172 shs (2) 0.73%
William Scott Director 0 0.00%
All Executive
Directors and
Officers as a Group 5,959,709 47.01%
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1. Includes options exercisable within 60 days from September 30, 1996.
2. Includes 92,172 shares owned by a partnership in which Mr. Penaluna is a
partner.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company has appointed Simon Lever & Company as the Company's independent
auditors for the fiscal year ending June 30, 1997. Simon Lever & Company has
served as the Company's independent auditors since 1996.
A representative of Simon Lever & Company will be present at the Meeting to
respond to appropriate questions and to make such statements as they may desire.
Ratification of the appointment of Simon Lever & Company as the Company's
independent auditors for the 1997 fiscal year will require the affirmative vote
of a majority of the shares of Common Stock voting at the Meeting.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF SIMON LEVER AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE 1997
FISCAL YEAR.
FINANCIAL AND OTHER INFORMATION
All Stockholders of Record as of November 21, 1996 have or are currently being
sent a copy of the Company's Annual Report for the Fiscal Year Ended June 30,
1996 (The "Annual Report"), which contains audited financial statements of the
Company for the Fiscal Year Ended June 30, 1996, the Company's interim financial
report for the Fiscal Quarter Ending September 30, 1996,
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which are unaudited, and the Company's 1996 Annual Report on Form 10-KSB/A
as filed with the SEC. The above financial statements are deemed to be a part of
the material for the solicitation of proxies.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL HOLDER
OF ITS COMMON STOCK ON NOVEMBER 21, 1996 WHO DID NOT RECEIVE A COPY
OF THE COMPANY'S ANNUAL REPORT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB/A FOR THE FISCAL YEAR ENDED
JUNE 30, 1996 AS FILED WITH THE SEC. ANY SUCH REQUEST SHOULD BE MADE IN WRITING
TO THE SECRETARY , MEDICAL TECHNOLOGY & INNOVATIONS, INC., 3125 NOLT ROAD,
LANCASTER, PA 17601.
OTHER MATTERS
Stockholder proposals must be received by the Secretary of the Company, for
inclusion in the Company's proxy materials relating to the 1997 Annual Meeting
of Stockholders by April 15, 1997.
As of the date of this Proxy Statement, the Company knows of no business that
will be presented for consideration at the meeting, other than that which has
been referred to above. As to other business, if any, that may come before the
meeting, it is intended that Proxies in the enclosed form will be voted in
respect thereof, in accordance with the judgment of the person or persons voting
the Proxies.
By order of the Board of Directors
Steven Gill, Secretary
November 26, 1996.
STOCKHOLDERS ARE URGED TO DATE, SIGN, AND RETURN THE ENCLOSED PROXY TO
MEDICAL TECHNOLOGY & INNOVATIONS, INC., 3125 NOLT ROAD, LANCASTER, PA 17601.
PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
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MEDICAL TECHNOLOGY & INNOVATIONS, INC.
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 20, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of MEDICAL TECHNOLOGY & INNOVATIONS, INC., a Florida
Corporation (the "Company"), acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement dated November 26, 1996, and hereby
constitutes and appoints STEVEN GILL the proxy(ies) of the undersigned to vote
all shares of Voting Stock of the Company which the undersigned would be
entitled to vote at the Annual Meeting of Stockholders, and at any adjournment
or adjournments thereof, hereby revoking any proxy or proxies heretofore given
and ratifying and confirming all that said proxies may do or cause to be done by
virtue thereof with respect to the following matters:
1. The election of two (2) directors nominated by the Board of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as indicated) vote for all nominees listed
below
John Behrmann and Matthew Crimmins
(Instruction: To withhold authority to vote for any individual nominee
or nominees write such nominee's or nominees, names in the space
provided below)
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2. The ratification of the appointment of Simon Lever & Company as the
Company's independent auditors for the 1997 fiscal year:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy, when properly executed, will be voted as directed. If no direction
is indicated, the Proxy will be voted FOR each of the above proposals.
Dated: , 199_
[Place Proxy Label Here]
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(Signature)
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(Signature)
Please sign you name exactly
as it appears hereon. When
signing as attorney, executor
administrator, trustee or
guardian, please give your
full title as it appears
hereon. When signing as joint
tenants, all parties in the
joint tenancy must sign. When
a proxy is given by a
corporation, it should be
signed by an authorized
officer and the corporate
seal affixed. No postage is
required if returned in the
enclosed envelope and mailed
in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY
TO: MEDICAL TECHNOLOGY &
INNOVATIONS, INC., 3125 NOLT ROAD,
LANCASTER, PA 17601.