SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
GO2PHARMACY, INC.
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(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(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):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[_] 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:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
Go2Pharmacy, Inc.
Go2Pharmacy, Inc.
6950 Bryan Dairy Road
Largo, Florida 33777
June 24, 2002
Dear Stockholder,
You are cordially invited to attend the 2002 Annual Meeting of
Stockholders (the "Meeting") of Go2Pharmacy, Inc. (the "Company"). The Meeting
will be held Friday, July 26, 2002 at 12:00 noon, Eastern Standard Time, at the
Corporate Offices of Go2Pharmacy, Inc., 6950 Bryan Dairy Road, Largo, Florida
33777.
The Notice of the Meeting and the Proxy Statement on the following
pages cover the formal business of the Meeting, which includes the election of
Directors. We also will report on the progress of the Company and comment on
matters of current interest.
It is important that your shares be represented at the Meeting. We ask
that you promptly sign, date and return the enclosed proxy card in the envelope
provided, even if you plan to attend the Meeting. Returning your proxy card to
the Company will not prevent you from voting in person at the Meeting if you are
present and choose to do so.
If your shares are held in street name by a brokerage firm, your broker
will supply you with a proxy to be returned to the brokerage firm. It is
important that you return the form to the brokerage firm as quickly as possible
so that the brokerage firm may vote your shares. You may not vote your shares in
person at the Meeting unless you obtain a power of attorney or legal proxy from
your broker authorizing you to vote the shares, and you present this power of
attorney or proxy at the Meeting.
Your Board of Directors and management look forward to greeting you
personally at the Meeting.
Sincerely,
/s/ Mihir K. Taneja
Mihir K. Taneja
Chief Executive Officer
Go2Pharmacy, Inc.
6950 Bryan Dairy Road
Largo, Florida 33777
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 26, 2002
Notice is hereby given that the 2002 Annual Meeting of stockholders of
Go2Pharmacy, Inc., a Florida corporation (the "Company"), will be held Friday,
July 26, 2002 at 12:00 noon, Eastern Standard Time, at the Corporate Offices of
Go2Pharmacy, Inc., 6950 Bryan Dairy Road, Largo, Florida 33777 for the following
purposes:
1. To elect seven members to the Board of Directors to serve until
the Annual Meeting in 2003 and until their successors are elected
and qualified or until their earlier resignation, removal from
office or inability to serve;
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Your attention is directed to the Proxy Statement accompanying this
Notice for a more complete description of the matters to be acted upon at the
Meeting. Stockholders of record at the close of business on June 21, 2002 are
entitled to receive notice of and to vote at the Meeting and any adjournment
thereof.
All stockholders are cordially invited to attend the Meeting. Whether
or not you expect to attend, please sign and return the enclosed Proxy promptly
in the envelope provided to assure the presence of a quorum. You may revoke your
Proxy and vote in person at the Meeting, if you so desire. If your shares are
held in street name by a brokerage firm, your broker will supply you with a
proxy to be returned to the brokerage firm. It is important that you return the
form to the brokerage firm as quickly as possible so that the brokerage firm may
vote your shares. You may not vote your shares in person at the Meeting unless
you obtain a power of attorney or legal proxy from your broker authorizing you
to vote the shares, and you present this power of attorney or proxy at the
Meeting.
Please note that attendance at the Meeting will be limited to
stockholders of the Company as of the record date (or their duly authorized
representatives). If your shares are held by a bank or broker, please bring to
the Meeting your bank or brokerage statement evidencing your beneficial
ownership of the Company stock.
By Order of the Board of Directors,
/s/ Dr. Kotha S. Sekharam
Dr. Kotha S. Sekharam
President
Largo, Florida
June 24, 2002
GO2PHARMACY, INC.
6950 Bryan Dairy Road
Largo, Florida 33777
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors and
management of Go2Pharmacy, Inc. (the "Company") in connection with the
solicitation of proxies to be voted at the Company's 2002 Annual Meeting of
Stockholders (the "Meeting"), which will be held at 12:00 noon, Eastern Standard
Time on Friday, July 26, 2002, at the Corporate Offices of the Company located
at 6950 Bryan Dairy Road, Largo, Florida 33777.
The Board of Directors has fixed the close of business on Friday, June
21, 2002 as the record date for the determination of stockholders entitled to
receive notice of, and to vote at, the Meeting. As of June 21, 2002, 7,025,000
shares of the Company's $.01 par value Common Stock, were issued and
outstanding. For the purposes of determining the presence of a quorum at the
Meeting, abstentions will be counted toward the number of shares represented at
the Meeting and broker non-votes will be disregarded. The stockholders present
at the Meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal of enough stockholders to leave less
than a quorum or the refusal of any stockholder present in person or by proxy to
vote or participate in the Meeting.
This Proxy Statement and the enclosed form of proxy are first being
mailed to stockholders on or about July 5, 2002. All shares represented by valid
proxies pursuant to this solicitation (and not revoked before they are
exercised) will be voted as specified in the proxy. Each stockholder will be
entitled to one vote for each share of Common Stock registered in his or her
name on the books of the Company as of the close of business on June 21, 2002,
on all matters that come before the Meeting.
Determination of whether a matter specified has been approved will be
determined as follows. Those persons will be elected directors who receive a
plurality of the votes cast at the meeting, in person or by proxy and entitled
to vote on the election. For each matter, the affirmative vote of a majority of
the shares of Common Stock present at the Meeting in person or by proxy and
entitled to vote on such matter is required for approval.
For purposes of determining the votes cast with respect to any matter
presented for consideration at the Meeting, only those votes cast "for" or
"against" are included. However, if a proxy is signed but no specification is
given, the shares will be voted "FOR" Proposal 1 (to elect the Board's nominees
to the Board of Directors). A stockholder giving a proxy has the right to revoke
it by giving written notice of such revocation to the Secretary of the Company
at any time before it is voted, by submitting to the Company a duly executed,
later dated proxy or by voting the shares subject to such proxy by written
ballot at the Meeting. The presence at the Meeting of a stockholder who has
given a proxy does not revoke such proxy unless such stockholder files the
aforementioned notice of revocation or votes by written ballot.
The cost of soliciting proxies will be borne by the Company. The
solicitation of proxies may be made by mail, telephone, facsimile or telegraph
or in person by directors, officers and regular employees of the Company,
without additional compensation for such services. Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
proxy soliciting material to the beneficial owners of stock held of record by
such persons, and the Company will reimburse them for reasonable out of pocket
expenses incurred by them in so doing.
1. RE-ELECTION OF DIRECTORS
Seven directors are to be elected at the Annual Meeting, each director
to hold office until the next Annual Meeting of Stockholders, or until his
successor is elected and qualified or until his earlier resignation, removal
from office or inability to serve. The following seven individuals currently
serve on the Board of Directors and all have been nominated for re-election:
Jugal K. Taneja
Mihir K. Taneja
Dr. Kotha S. Sekharam
Dr. David Dalton
Bartholomew Lawson
George L. Stuart, Jr.
Joseph Zappala
All of the foregoing nominees have consented to serve as a director, if elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
RE-ELECTION OF THE FOREGOING NOMINEES AS DIRECTORS.
Stockholders may vote for up to seven nominees and the seven nominees
receiving the most votes cast at the Meeting, in person or by proxy, will be
elected as Directors. The Stockholders may not vote cumulatively in the election
of Directors. In the event any of the nominees should be unable to serve, which
is not anticipated, the Board of Directors will vote for such other person or
persons for the office of Director as the Board of Directors may recommend. For
further information on Messrs. Taneja, Sekharam, Dalton, Lawson, Stuart and
Zappala, see "Management-Directors and Executive Officers" and "Security
Ownership of Management and Others."
MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers
The information required by this Heading is incorporated by reference
to the information presented in Item 9. Directors and Executive Officers of the
Registrant, in the Company's March 31, 2002 Form-10KSB as filed with the
Securities and Exchange Commission on June 28, 2002, a copy of which is included
herewith.
Audit Committee and Audit Committee Report
The Board of Directors has formed an Audit Committee. The Audit
Committee consists of Messrs. Lawson and Stuart. Each of the members of the
Audit Committee is independent pursuant to Rule 4200(a)(14) of the National
Association of Securities Dealers' listing standards.
Management is responsible for the Company's internal controls,
financial reporting process and compliance with laws and regulations and ethical
business standards. The independent accountants are responsible for performing
an independent audit of the Company's financial statements in accordance with
generally accepted auditing standards and to issue a report thereon. The primary
purpose of the Audit Committee is to assist the Board of Directors in fulfilling
its responsibility to oversee the Company's financial reporting activities. The
Audit Committee meets with the Company's independent accountants and reviews the
scope of their audit, report and recommendations. The Audit Committee also
recommends to the Board of Directors the selection of the Company's independent
accountants. The Audit Committee met three times during the fiscal year ended
March 31, 2002.
The Audit Committee and the Board of Directors, have reviewed and
discussed the audited financial
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statements of the Company for the fiscal year ended March 31, 2002 with the
Company's management. Management represented to the Audit Committee that the
Company's financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the financial statements with the independent accountants. The Audit
Committee has discussed with Brimmer, Burek & Keelan ("BBK"), the Company's
independent accountants, the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).
The Audit Committee has also received the written disclosures and the
letter from BBK, required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees) and the Audit Committee has
discussed the independence of BBK with that firm. The Audit Committee has
considered the provision of services by BBK, covered in "Audit and Related Fees"
below and has determined that such services are compatible with maintaining
their independence from the Company.
Based on the Audit Committee's review and discussions noted above, the
Audit Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 2002 for filing with the Securities and
Exchange Commission.
Respectfully submitted,
The Audit Committee
Bartholomew Lawson
George Stuart, Jr.
Audit and Related Fees
Audit Fees. The aggregate fees billed by BBK, for
professional services rendered for the audit of the Company's annual financial
statements for the year ended March 31, 2002 and for the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-QSB
during that fiscal year were $32,500.
Financial Information Systems Design and Implementation
Fees. The Company did not engage BBK to provide professional services to the
Company regarding financial information systems design and implementation during
the fiscal year ended March 31, 2002.
All Other Fees. The aggregate fees billed by BBK for
services rendered to the Company, other than the services covered in "Audit
Fees" and "Financial Information Systems Design and Implementation Fees" for the
fiscal year ended March 31, 2002 were $5,000, which fees primarily related to
the filing of the Company's federal tax return.
The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
Compensation Committee
The Compensation Committee, consisting of Messrs. Dalton, Stuart and
Zappala, is authorized to exercise all of the powers of the Board of Directors
with respect to matters pertaining to compensation and benefits, including, but
not limited to, salary matters, incentive/bonus plans, stock option plans,
investment programs and insurance plans, and the Committee is authorized to
exercise all of the powers of the Board in matters pertaining to employee
promotions and the designation and/or revision of employee positions and job
titles. The Compensation Committee did not meet during the fiscal year ended
March 31, 2002.
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Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, officers and stockholders of more than 10% of the Company's
Common Stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of Common Stock and any other
equity securities of the Company. To the Company's knowledge, based solely upon
a review of forms, reports and certificates furnished to the Company by such
persons, all such reports were filed on a timely basis.
See "Certain Transactions" for additional information on certain
members of management.
EXECUTIVE COMPENSATION
Compensation to Outside Directors
All of the Company's directors receive $500 for each meeting of the
Board of Directors that they attend, plus reimbursement of their reasonable
out-of-pocket expenses incurred in connection with such meetings. Additionally,
all directors are eligible to receive stock options under the Company's 1999
Stock Option Plan, and directors who are also employees of the Company, or a
subsidiary of the Company, are eligible to receive Incentive Stock Options when
and as approved by the Board of Directors. During April 2001, the Company
established a policy providing that all directors will receive 25,000 stock
options per fiscal year if they attend at least two meetings in such fiscal
year. Additionally, each member of a committee of the Board of Directors shall
receive 5,000 additional stock options per fiscal year, each chairperson of a
committee shall receive an additional 2,500 stock options per fiscal year and
the Chairman of the Board shall receive 10,000 stock options per fiscal year.
The options granted under this policy to directors are exercisable in accordance
with a three-year vesting schedule from date of grant, provided that should any
director resign prior to the end of the relevant term of office, the options
granted for during such fiscal term shall be immediately canceled. During the
fiscal year ended March 31, 2002, 310,000 options in aggregate were granted to
the directors.
Compensation of Executive Officers
The information required by this Heading is incorporated by reference to the
information presented in Item 10. Executive Compensation of the Registrant, in
the Company's March 31, 2002 Form-10KSB as filed with the Securities and
Exchange Commission on June 28, 2002, a copy of which is included herewith.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The information required by this Heading is incorporated by reference to the
information presented in Item 11. Security Ownership of Certain Beneficial
Owners and Management of the Registrant, in the Company's March 31, 2002
Form-10KSB as filed with the Securities and Exchange Commission on June 28,
2002, a copy of which is included herewith.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Heading is incorporated by reference to the
information presented in Item 12. Certain Relationships and Related Transactions
of the Registrant, in the Company's March 31, 2002 Form-10KSB as filed with the
Securities and Exchange Commission on June 28, 2002, a copy of which is included
herewith.
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2. OTHER BUSINESS
The Board of Directors knows of no other matters which are likely to be
brought before the Meeting. If any matter not described herein should be
presented for Stockholder action at the Meeting, the persons named in the
enclosed Proxy will vote the shares represented thereby in accordance with their
best judgment.
STOCKHOLDER PROPOSALS FOR
PRESENTATION AT THE 2003 ANNUAL MEETING
Any stockholder intending to present a proposal at the 2003 Annual
Meeting in accordance with Rule 14a-8 under the Securities Exchange Act of 1934
for inclusion in the Company's proxy materials for such meeting must, in
addition to meeting other applicable requirements under the rules and
regulations of the Securities and Exchange Commission and the Company's By-Laws,
submit such proposal to Mihir K. Taneja, Secretary, in writing no later than
March 30, 2003. The complete By-Law provisions governing stockholder proposals
are available to any stockholder without charge upon request from the Secretary
of the Company.
A copy of the Company's Form-10KSB for the year ended March 31, 2002 (the
"10KSB"), including financial statements, accompanies this proxy statement which
was filed with the Securities and Exchange Commission on June 28, 2002.
Stockholders may obtain a copy of this report, without charge, by writing to:
Go2Pharmacy, Inc. 6950 Bryan Dairy Road, Largo, Florida 33777
By Order of the Board of Directors,
/s/ Mihir K. Taneja
Mihir K. Taneja
Chief Executive Officer
Dated: June 24, 2002
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PROXY PROXY
GO2PHARMACY, INC.
PROXY FOR ANNUAL MEETING TO BE HELD ON JULY 26, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mihir K.Taneja and Dr.Kotha S.
Sekharam, or either of them, as proxies, each with the power to appoint his
substitute, to represent and to vote all the shares of common stock of
Go2Pharmacy, Inc. (the "Company"), which the undersigned would be entitled to
vote, at the Company's Annual Meeting of Stockholders to be held on July 26,
2002 and at any adjournments thereof, subject to the directions indicated on the
reverse side hereof.
In their discretion, the Proxies are authorized to vote upon any other
matter that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE,
BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
IMPORTANT--This Proxy must be signed and dated on the reverse side.
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THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
Please read the proxy statement which describes the proposals and
presents other important information, and complete, sign and return your proxy
promptly in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
1. ELECTION OF DIRECTORS -- For Withhold
Nominees:
Jugal K. Taneja [_] [_]
Mihir K.Taneja [_] [_]
Dr. Kotha S. Sekharam [_] [_]
Dr. David Dalton [_] [_]
Bartholomew Lawson [_] [_]
George L. Stuart, Jr. [_] [_]
Joseph Zappala [_] [_]
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(Except nominee(s) written above)
If you plan to attend the Annual Meeting please mark this box [_]
Dated:________________, 2002
Signature ______________________________________________________________________
Name (printed) _________________________________________________________________
Title __________________________________________________________________________
Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer, etc., please indicate
full title.
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FOLD AND DETACH HERE
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