Exhibit 99.2
CHRONIMED INC.
SPECIAL MEETING OF STOCKHOLDERS
DAY , DATE , 2005
______ A.M.
PLACE
_______________
_______________, MINNESOTA
[CHRONIMED LOGO] CHRONIMED INC.
10900 RED CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE SPECIAL MEETING
OF STOCKHOLDERS ON ______, 2005.
The undersigned, having duly received the Notice of Special Meeting and the
Joint Proxy Statement/Prospectus that accompanies this proxy, appoints Henry F.
Blissenbach and Kenneth S. Guenthner, referred to as the Named Proxies, and each
of them as proxies (each with the power to act alone and with the power of
substitution and recommendation) for the undersigned, to represent and vote all
the shares of common stock of Chronimed Inc., which the undersigned would be
entitled to vote, as fully as the undersigned could vote and act if personally
present, at the Special Meeting of Stockholders (the "Special Meeting") to be
held at ______on_______, 2005 beginning at _____a.m. local time, and at any
adjournments or postponements thereof.
The shares of stock you hold in your account will be voted as you specify below.
IF NO DIRECTION IS SPECIFIED BY THE STOCKHOLDER, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS LISTED ON THE REVERSE SIDE OF THIS PROXY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS TO (1) APPROVE AND
ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 9, 2004, AS AMENDED
ON JANUARY 3, 2005, BY AND AMONG MIM CORPORATION, CHRONIMED ACQUISITION CORP., A
WHOLLY OWNED SUBSIDIARY OF MIM CORPORATION, AND CHRONIMED, AND APPROVE THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT, PURSUANT TO WHICH CHRONIMED WILL
BECOME A WHOLLY OWNED SUBSIDIARY OF MIM CORPORATION AND THE SHAREHOLDERS OF
CHRONIMED WILL RECEIVE 1.12 SHARES OF MIM COMMON STOCK FOR EACH OUTSTANDING
SHARE OF CHRONIMED COMMON STOCK OWNED IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF
THE MERGER AND (2) APPROVE ANY MOTION TO ADJOURN OR POSTPONE THE CHRONIMED
SPECIAL MEETING TO ANOTHER TIME OR PLACE TO PERMIT, AMONG OTHER THINGS, FURTHER
SOLICITATION OF PROXIES IF NECESSARY TO ESTABLISH A QUORUM OR TO OBTAIN
ADDITIONAL VOTES IN FAVOR OF THE FOREGOING PROPOSAL.
See reverse for voting instructions.
COMPANY #
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE -- TOLL FREE -- 1-800-560-1965 -- QUICK *** EASY *** IMMEDIATE
- - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until 12:00 p.m. (CT) on (date = one business day prior to the
meeting date), 2005.
- - Please have your proxy card and the last four digits of your Social
Security Number available. Follow the simple instructions the voice
provides you.
VOTE BY INTERNET -- HTTP://WWW.EPROXY.COM/CHMD/ -- QUICK *** EASY *** IMMEDIATE
- - Use the Internet to vote your proxy 24 hours a day, 7 days a week, until
12:00 p.m. (CT) on (date = one business day prior to the meeting date),
2005.
- - Please have your proxy card and the last four digits of your Social
Security Number available. Follow the simple instructions to obtain your
records and create an electronic ballot.
VOTE BY MAIL
- - Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to Chronimed Inc., c/o Shareholder
Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- Please detach here -
1. To approve and adopt the Agreement and [ ] For [ ] Against [ ] Abstain
Plan of Merger, dated as of August 9,
2004, as amended on January 3, 2005, by
and among MIM Corporation, Chronimed
Acquisition Corp., a wholly owned
subsidiary of MIM Corporation, and
Chronimed, and approve the merger
contemplated by the merger agreement, a
copy of which is attached as Annex A to
the Joint Proxy Statement/Prospectus
accompanying this proxy, pursuant to
which Chronimed will become a wholly
owned subsidiary of MIM Corporation and
the shareholders of Chronimed will
receive 1.12 shares of MIM common stock
for each outstanding share of Chronimed
common stock owned immediately prior to
the effective date of the merger.
2. To approve any motion to adjourn or [ ] For [ ] Against [ ] Abstain
postpone the Chronimed special meeting
to another time or place to permit,
among other things, further solicitation
of proxies if necessary to establish a
quorum or to obtain additional votes in
favor of the foregoing proposal.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. The undersigned acknowledges receipt
from Chronimed prior to the execution of this proxy, of the Notice of Special
Meeting and accompanying Joint Proxy Statement/Prospectus relating to the
merger.
Address Change? Mark Box [ ] Date____________________________________
Indicate changes below:
Signature(s) in Box
Please sign exactly as your name(s)
appears on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc., should
include title and authority.
Corporations should provide full name of
corporation and title of authorized
officer signing the proxy.