DYNAMIC ASSOCIATES, INC.
7373 North Scottsdale Road, Suite B-169
Scottsdale, Arizona 85253
NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 10, 1997
To the Shareholders of Dynamic Associates, Inc.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders (the
"Annual Meeting") of Dynamic Associates, Inc., a Nevada corporation (the
"Company"), will be held at 7373 North Scottsdale Road, Suite B-169, Scottsdale,
Arizona, 85253 on the 10th day of October, 1997, at 10:00 a.m. (Pacific Time)
for the following purpose:
1. To elect six directors to the Board of Directors to serve for a
one year term;
2. To amend the Articles of Incorporation to provide for
indemnification of the officers, directors and agents of the
Company to the fullest extent under Nevada law;
3. To approve the 1997 Stock Option Plan;
4. To appoint Smith & Company as the independent auditors for the
Company;
5. To approve the Bylaws of the Company as proposed; and
6. To transact any and all other business that may properly come
before the Meeting or any Adjournment(s) thereof.
The Board of Directors has fixed the close of business on September 9,
1997 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at such meeting or any
adjournment(s) thereof. Only shareholders of the Company's Common Stock of
record at the close of business on the Record Date are entitled to notice of
and to vote at the Annual Meeting. Shares can be voted at the Annual Meeting
only if the holder is present or represented by proxy. The stock transfer books
will not be closed. A copy of the Company's 1996 Annual Report to Shareholders,
in the form of the 10-KSB filed with the Securities and Exchange Commission,
which includes audited financial statements, is enclosed. A list of
shareholders entitled to vote at the Annual Meeting will be available for
examination at the offices of the Company for ten (10) days prior to the Annual
Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
_________________________________________________
Logan Anderson, Secretary and Director
Scottsdale, Arizona, September 9, 1997
YOUR VOTE IS IMPORTANT
DYNAMIC ASSOCIATES, INC.
7373 North Scottsdale Road, Suite B-169
Scottsdale, Arizona 85253
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 10, 1997
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Dynamic Associates, Inc., a Nevada corporation (the "Company"), to be voted at
the 1997 Annual Meeting of Shareholders of the Company (the "Annual Meeting")
to be held on October 10, 1997 at the time and place and for the purposes set
forth in the accompanying Notice of Annual Shareholders (the "Notice") and at
any adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon; if no direction
is indicated, such shares will be voted for the election of directors and in
favor of the other proposals set forth in the Notice.
The executive offices of the Company are located at, and the mailing
address of the Company is 7373 North Scottsdale Road, Suite B-169, Scottsdale,
Arizona, 85253.
Management does not intend to present any business at the Annual Meeting
for a vote other than the matters set forth in the Notice and has no information
that others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed on or about September 25, 1997. The Company's Annual Report on
Form 10-KSB (the "1996 Form 10-KSB"), which serves as the Annual Report to
Shareholders, covering the Company's fiscal year ended December 31, 1996, is
enclosed herewith, and certain parts thereof are incorporated herein by
reference. See "Incorporation by Reference."
Any shareholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Annual Meeting, by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the Company addressed to Jan Wallace,
President and Chairman of the Board, Dynamic Associates, Inc., 7373 North
Scottsdale Road, Suite B-169, Scottsdale, Arizona, 85253; no such revocation
shall be effective, however, until such notice of revocation has been received
by the Company at or prior to the Annual Meeting.
In addition to the solicitation of proxies by use of the mail, officers
and regular employees of the Company may solicit the return of proxies, either
by mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
$0.001 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual
Report, the Notice, this Proxy Statement, and the enclosed form of proxy, as
well as the cost of forwarding solicitation materials to the beneficial owners
of shares of Common Stock and other costs of solicitation, are to be borne by
the Company.
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting was the close of business on September 9,
1997 (the "Record Date"). On the Record Date, there were 13,399,787 shares of
Common Stock issued and outstanding.
Each shareholder of Common Stock is entitled to one vote on all matters to
be acted upon at the Annual Meeting and neither the Company's Articles of
Incorporation (the "Nevada Articles of Incorporation") nor its Bylaws (the
"Nevada Bylaws") allow for cumulative voting rights. The presence, in person
or by proxy, of the holders of twenty-five percent (25%) of the issued and
outstanding Common Stock entitled to vote at the meeting is necessary to
constitute a quorum to transact business. If a quorum is not present or
represented at the Annual Meeting, the shareholders entitled to vote thereat,
present in person or by proxy, may adjourn the Annual Meeting from time to time
without notice or other announcement until a quorum is present or represented.
Assuming the presence of a quorum, the affirmative vote of the holders of a
majority of the shares of Common Stock voting at the meeting is required for
the election of each of the nominees for director, amend the Articles of
Incorporation, approve the 1997 Stock Option Plan, appoint auditors for the
Company and approve the Bylaws.
Abstentions and broker non-votes will be counted for purposes of
determining a quorum, but will not be counted as voting for purposes of
determining whether a proposal has received the necessary number of votes for
approval of the proposal.
SUMMARY
The following is a brief summary of certain information contained
elsewhere in this Proxy Statement. This summary is not intended to be complete
and is qualified in all respects by reference to the detailed information
appearing elsewhere in this proxy statement and the exhibits hereto.
The Meeting
Date, Time and Place of the Annual Meeting
The Annual Meeting of Dynamic Associates, Inc. is scheduled to be held on
October 10, 1997, at 10:00 a.m. in the Company's corporate offices at 7373 North
Scottsdale Road, Suite B-169, Scottsdale, Arizona, 85253. See "Solicitation
and Revocability of Proxies."
Record Date
Only holders of record of shares of Common Stock at the close of business
on September 9, 1997 are entitled to receive notice of and to vote at the
Annual Meeting.
Vote Required
Assuming the presence of a quorum at the Annual Meeting , the affirmative
vote of the holders of a majority of the shares of Common Stock represented and
voting at the Annual Meeting is required for (i) the election of each nominee
for director of the Company, (ii) for the approval to amend the Articles of
Incorporation, (iii) for approval of the 1997 Stock Option Plan, (iv) for the
appointment of Smith & Company as the independent auditors for the Company, and
(v) to approve the proposed Bylaws of the Company.
Accountants
Smith & Company, 10 West 100 South, Suite Number 700, Salt Lake City, Utah,
84101, have been selected by the Company to act as the principal accountant for
1997. Smith & Company have been the accountants for the Company for six years
and no change of accountants has occurred since that time and none is
contemplated. It is not expected that the representatives of Smith & Company
will attend the annual shareholders' meeting and will not be available to answer
questions from the shareholders.
Recommendations
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS
THAT THE
COMPANY'S SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR
("PROPOSAL
1"), FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION ("PROPOSAL
2"), FOR THE
APPROVAL OF THE 1997 STOCK OPTION PLAN ("PROPOSAL 3"), FOR THE
APPOINTMENT OF
SMITH & COMPANY AS THE INDEPENDENT AUDITORS FOR THE COMPANY
("PROPOSAL 4")AND
FOR THE APPROVAL OF THE BYLAWS OF THE COMPANY ("PROPOSAL 5").
THE COMPANY
1. Background
Dynamic Associates, Inc. was formed as a Nevada corporation July 20, 1989
to provide vehicles for future business development. The company was founded
with three principal shareholders: Capital General Corporation, David R. Yeaman
and Krista Castleton. During the period from on or about January 1986 and
continuing through 1991, Yeaman, and individuals associated with Yeaman,
incorporated as many as 92 subsidiary corporations of Capital General in Utah
and Nevada, along with Dynamic Associates, Inc. Beginning in April 1986 and
continuing through at least September 1991, Yeaman caused Capital General to
distribute without registration in violation of Section 5(a) and (c) of the
Securities Act, 100 shares each of at least 69 issuers controlled by Yeaman and
Capital General to between approximately 275 to 900 persons throughout the
United States, ostensibly as gifts. In all instances, the gifted stock
certificates failed to reflect any restrictive legends.
Dynamic Associates Evolution
Harry Moll, Jan Wallace and David Hunter acquired controlling interest in
Dynamic Associates, Inc. August 30, 1995 with the intent of acquiring a viable
business. Jan Wallace is the current President and a Director, with Logan B.
Anderson as the Secretary/Treasurer and a Director, Herb Capozzi, Billy Means,
Jr., and Florian Homm are Directors and Grace Sim is Vice President of Finance.
Microthermia Technology, Inc.
Management determined that it had expertise in the medical field and during
discussions with Microthermia Technology, Inc. (MTI) a licensing agreement was
executed providing for the funding of a newly established company to provide for
the treatment of certain vascular conditions. MTI was established to create and
develop microwave energy based therapy, as an alternative to surgical treatments
or other therapies for certain urinary and vascular conditions. MTI has
obtained a patent on the microwave systems utilized for treatment of the
conditions. On September 15, 1995 Microthermia Acquisition Corporation (MAC)
was formed to provide for joint development of the technology of MTI. The joint
venture agreement was approved by the shareholders and directors of MTI, and
required the approval of the Secretary of State of California, which was not
given.
Because of the delays and eventual refusal by the Secretary of State to
approve the agreement, the Company formed a wholly owned subsidiary, Microwave
Management Company (MMC) and entered into a licensing agreement with MTI to
allow the Company the exclusive use of the technology of MTI for the treatment
of telangiectasia. The licensing agreement has been prepaid for two years and
has provisions for automatic annual renewal for eight additional years at no
cost. Under the Licensing Agreement a 2% royalty fee will be required to be
paid by the Company for net sales of the products and services related to the
technology if utilized. MAC is currently researching and developing Microwave
technologies other than those acquired from MTI, for the treatment of certain
human vascular problems.
P&H Laboratories
Management also entered into a Share Purchase Agreement with P&H to
provide for the engineering and manufacturing capability to more expeditiously
bring the products of the Company to market. On April 23, 1996 the Company
acquired 50% of P&H for $1,000,000.00, and has an exclusive two year option to
acquire the remaining 50% for $1,000,000.00. The offer to acquire this
additional 50% will expire April 23, 1998. P&H Laboratories is a modern
microwave component designer and manufacturer. Devices produced at P&H are
currently being used on most NASA and military satellites, as well as
communications satellites throughout the world.
P&H Laboratories (P&H) is a privately held corporation, incorporated in the
state of California. The executive offices of the company are at 4496 Runway
Street, Simi Valley, California and include manufacturing and engineering space
of approximately 18,000 square feet. The Board of Directors manages the affairs
of the corporation and consists of seven members. Two members are active in the
normal daily operations at P&H and the remaining five directors are outside
directors and experienced business persons. This team controls the long term
strategic planning of the corporation and directs the officers of the
corporation, who handle the day to day affairs and manage the business. On
September 11, 1997, the Company purchased the remaining 50% of P&H for 214,287
shares of its restricted common stock at lower than its exclusive two year
option, pending the finalization of Harold Saltzman's employment agreement.
Genesis Health Management Corporation
The Company entered into an Acquisition Agreement on August 1, 1996 to
acquire 100% of Genesis Health Management Corporation, ("Genesis"), of Bossier
City Louisiana, for $15,000,000.00, and 3,000,000 common shares of stock of the
Company. The agreement was extended by mutual consent of the parties and a
final agreement was executed by the parties on December 2, 1996. The final
agreement provided that the Company pay $12,000,000.00, issue a Promissory Note
for $3,000,000.00 and issue 3,000,000 shares of common stock of the Company.
The Promissory Note for the $3,000,000.00 bears interest at 10% per annum and
is due on or before September 2, 1997. The note is secured by a Pledge of the
Company of 51% of the authorized stock of Genesis. The Promissory Note,
(including interest) was paid in full on March 3, 1997. Genesis is in the
business of managing and operating geriatric and psychiatric units in various
hospitals, (both in-patient and out-patient). At December 31, 1996, Genesis
had 19 operating units. As of June 30th, 1997, Genesis has 31 operating units.
2. Security Ownership of Management and Principal Shareholders
The following table sets forth information regarding the beneficial
ownership of Common Stock as of December 31, 1996 by each person or group who
owned, to the Company's knowledge, more than five percent of the Common Stock,
each of the Company's directors, the Company's Chief Executive Officer, and all
of the Company's directors and executive officers as a group.
The following table sets forth, as of December 31, 1996, information
regarding the beneficial ownership of shares by each person known by the
Company to own five percent or more of the outstanding shares, by each of the
directors and by the officers and by each director and officer as a group.
Name Amount of Percent
of beneficial owner beneficial ownership of class
Vickie T. Lucky 2,370,000 19.5%
Brant Investments, Ltd. 1,631,480 13.4%
Harry Moll 1,770,000* 14.2%
Jan Wallace 550,000** 4.5%
(President & Director)
Herb Capozzi (Director) 100,000 0.8%
Logan Anderson 940,000*** 7.5%
(Secretary/Treasurer/Director)
Florian Homm (Director) 200,000 1.6%
Billy Means, Jr. (Director) 30,000 0.2%
All Officers and Directors 1,820,000 13.6%
as a Group (5 persons)
* Includes 300,000 shares owned by SSM, Ltd., which is controlled by
Mr. Moll.
** Includes 150,000 options held by Ms. Wallace.
*** Includes 100 options held by Mr. Capozzi
**** Includes 100,000 shares owned by Amteck Management, Inc., which is
controlled by Mr. Anderson, and 405,000 options held by Mr. Anderson.
3. Voting Intentions of Certain Beneficial Owners and Management.
To be ratified by the Shareholders, Proposal No. 1, Proposal No. 2,
Proposal No. 3, Proposal No. 4 and Proposal No. 5 each require the affirmative
vote of a majority of the Company's outstanding voting securities present at the
meeting once a quorum is determined. The Company's directors and officers have
advised the Company that they will vote the 1,820,000 shares owned or controlled
by them FOR each of the Proposals in this Proxy Statement. These shares
represent 13.6% of the outstanding common stock of the Company.
4. Additional Information.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W. Washington, D.C. 20549. The
Company's Common Stock is traded through OTC Bulletin Board under the symbol
DYAS.
The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated herein by
reference and made a part hereof:
a. The Company's Annual Report on Form 10-K for the year ended December
31, 1994;
b. The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
c. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1996;
d. The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996;
e. The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996;
f. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1996;
g. The Company's Amended Annual Report on Form 10-KSB/A for the year
ended December 31, 1996;
h. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997;
i. The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, after the date of this Proxy Statement, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Proxy Statement.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROXY
STATEMENT HAS BEEN
DELIVERED, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF ANY
OR ALL OF
THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE
INCORPORATED BY
REFERENCE IN THIS PROXY STATEMENT, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS.
WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE COMPANY
AT 7373
NORTH SCOTTSDALE ROAD, SUITE B-169, SCOTTSDALE, ARIZONA, 85253.
5. Director Compensation
Compensation awarded to Directors of the Company is listed below in
response to question 7, "Remuneration and Executive Compensation."
6. Compliance with Section 16(a)
Section 16(a) of the Securities Exchange Act of 1934 as amended (the
"Exchange Act") requires the Company's directors, officers and persons who
own more than 10 percent of a registered class of the Company's equity
securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("the Commission"). Directors, officers and greater than 10 percent
beneficial owners are required by applicable regulations to furnish the Company
with copies of all forms they file with the Commission pursuant to Section
16(a). The Company is not aware of any beneficial owner of more than 10
percent of its registered Common Stock for purposes of Section 16(a).
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during fiscal 1996 all filing requirements
applicable to its directors and executive officers were satisfied.
7. Remuneration and Executive Compensation
The following table sets forth for fiscal 1996 compensation awarded or
paid to Ms. Jan Wallace, the Company's President and Mr. Logan Anderson, the
Company's Secretary, Treasurer and Director (collectively, the "named Executive
Officers"). Other than as indicated in the table below, no executive officer
of the Company received any annual compensation in the year ended December 31,
1996.
Summary Compensation Table
Annual Compensation Table
Annual Compensation Long Term Compensation
Other Restricted
Annual Stock Options/ LTIP All Othr
Name Title Year Salary Bonus Comp Awarded SARs (#) payouts($) Comp
Jan Pres,
Wallace CEO, 1996 $120,000 $ 0 0 0 150,000 0 0
Director
Logan Secy/
Anderson Treas, 1996 $120,000 $ 0 0 0 405,000 0 0
Director
Florian
Homm Dir 1996 $ 0 $ 0 0 0 200,000 0 0
Herb
Capozzi Dir 1996 $ 0 $ 0 0 0 100,000 0 0
Billy
Means Dir 1996 $120,000 $ 0 0 0 0 0 0
*Options
The following options were granted to directors and officers of the
Company. The options were granted when the Company did not publicly trade and
no monetary value had been attributed to the granting of the options. The stock
options are at a price of $1.00 per share.
Date Date Number Expiration Date
Granted Issued
Jan Wallace 4/9/96 4/9/96 150,000 4/9/99
Logan Anderson 4/9/96 4/9/96 150,000 4/9/99
Logan Anderson 4/9/96 10/4/96 255,000 10/4/99
Florian Homm 4/9/96 4/9/96 100,000 4/9/99
Florian Homm 4/9/96 9/16/96 100,000 9/16/99
Herb Capozzi 4/9/96 4/9/96 100,000 4/9/99
8. Information and Background of Officers and Directors
The following table shows the positions held by the Company's officers and
directors. The directors were appointed and will serve until the next annual
meeting of the Company's stockholders, and until their successors have been
elected and have qualified. The officers were appointed to their positions,
and continue in such positions at the discretion of the directors.
Name Age Position
Jan Wallace 41 President, Director
Logan Anderson 42 Secretary-Treasurer, Director
Florian Homm 37 Director
Herb Capozzi 71 Director
Billy Means, Jr. 42 Director
Jan Wallace (age 41) is a Director, President and Chief Operating Officer of
the Company. Ms. Wallace has been employed by the Company since April 1995,
when she was elected to the Board of Directors and accepted the position of
Chief Operating Officer. Ms. Wallace was previously Vice President of Active
Systems, Inc. a Canadian Company specializing in SGML Software an ISO standard
in Ottawa, Ontario. Prior to that she was President and Owner of Mailhouse
Plus, Ltd., an office equipment distribution company which was sold to Ascom
Corporation. She has also been in management with Pitney Bowes-Canada and Bell
Canada where she received its highest award in Sales and Marketing. Ms. Wallace
was educated at Queens University in Kingston, Ontario and Carleton University,
Ottawa, Ontario in Political Science with a minor in Economics. Ms. Wallace is
also an officer and director of Claire Technologies, Inc.
Logan Anderson (age 42) is a Secretary-Treasurer of the Company. Mr. Anderson
has been Secretary-Treasurer of the Company since April 1995. Since 1993 Mr.
Anderson has been principal and president of Amteck Financial Services Corp.,
a financial consulting company in Vancouver, B.C. From 1982 to 1992 Mr.
Anderson was Controller of Cohart Management group, which was responsible for
management of private and public corporations. Mr. Anderson received his
Bachelors of Commerce degree in Accounting and Economics from Otago University,
New Zealand in 1977. Mr. Anderson is an Associated Chartered Accountant (New
Zealand).
William H. Means, Jr. (age 42) is Executive Vice President. Mr. Means received
his B.S. in Business Administration from Louisiana Tech University in 1976 and
his M.B.A. in Personnel Management from Louisiana Tech in 1978. From 1978 to
1980, Mr. Means worked as an Assistant Credit Manager, Salary Administrator and
Commercial Loan Review Analyst at Commercial National Bank in Shreveport,
Louisiana. From 1980 through 1984 he was the Vice President of Commercial Loan
Administration at Bossier Bank and Trust in Bossier City, Louisiana. From 1984
through 1986 he was a Senior Vice President at National Bank of Bossier and
from 1986 through 1988 he was a Senior Vice President at Bank of Mid-South in
Bossier City, Louisiana. From 1988 through 1989 he was a co-owner and Account
Executive at United Advertising Network and from 1989 through 1991 he was an
Office and Site supervisor at McNeely Construction Company. Mr. Means owned and
operated Space Center Painting and Construction Company, Space Center Mini
Storage and Terrace Acres Apartments from 1991 through 1994, when he joined
Genesis as an Executive Vice President.
Florian Homm (age 37) has been in the investment management and banking
businesses for over fifteen years, much of it in senior management positions
with firms such as Merrill Lynch, Fidelity Management and Research, Bank Julius
Bar and Tweedy, Browne in London, New York, Boston and Frankfurt. Mr. Homm is
Managing Partner of Value Management and Research GmbH in Germany, a firm
specializing in investment management and corporate financial services. VMR
includes amongst its fund management clients highly regarded institutional
investors as well as European blue chip companies and fast growing corporations
in North America and Europe. Mr. Homm is an honors graduate in Economics from
Harvard College. He received his Master of Business Administration degree from
Harvard Business School. Mr. Homm is a Board Member of the European Association
of Securities Dealers (EASD), on the board of a number of public companies, has
received several investment awards and has published extensively on a wide range
of financial topics.
Herb Capozzi (age 71) is a Director of the Company. Mr. Capozzi is currently a
Director and the Co-founder of PLC Systems, Inc., a cardiac revascularization
company developing medical systems and technology which trades on the American
Stock Exchange. He was President and Director of International Potter
Distillers, and Director and Co-founder of the Keg Restaurant chain in Canada.
Mr. Capozzi was a partner in bringing McDonald's restaurants to Canada. From
1981 to 1986, Mr. Capozzi was one of three original Directors of EXPO '86, the
1986 World's Fair in Vancouver, Canada. Mr. Capozzi was an elected member of
Legislative Assembly, Province of British Columbia, for two terms and Chairman
of the Insurance
Committee and the Procedure Committee. He also had a football career with the
New York Giants (NFL), the Calgary Stampeders (CFL), and the Montreal Alouttes
(CFL), and with the B.C. Lions as General Manager for 10 years. Mr. Capozzi was
a principal owner of the soccer organization the Vancouver White Caps. Mr.
Capozzi received his Bachelor's Degree of Arts for Chemistry and a Bachelor's
Degree of Commerce from the University of British Columbia. He also received a
Bachelor's Degree of Education from the University of Italy.
PROPOSAL NO. 1:
ELECTION OF BOARD MEMBERS
The Bylaws of the Company provide that the number of directors that shall
constitute the whole board shall be not less than three (3), or more than seven
(7). The number of directors presently comprising the Board of Directors is
five (5).
Nominees
Unless otherwise directed in the enclosed proxy, it is the intention of
the persons named in such proxy to nominate and to vote the shares represented
by such proxy for the election of the following named nominees for the office of
director of the Company, to hold office until next annual meeting of the
shareholders or until their respective successors shall have been duly elected
and shall have qualified. Each of the nominees is presently a director of the
Company.
1. Information Concerning Nominees
Name Age Position Director/Officer Since
Jan Wallace 41 President, CEO, Director September 2, 1995
Logan Anderson 41 Director, Secretary, December 29, 1995
Treasurer
Florian Homm 37 Director January 7, 1997
Herb Capozzi 71 Director February 1, 1996
Billy Means, Jr. 42 Director February 10, 1997
Elliot Smith 64 Director New Nominee
Jan Wallace, President and Director. Ms. Wallace is currently a Director,
President and Chief Executive Officer of Claire Technologies, Inc. Ms.
Wallace was previously Vice President of Active Systems, Inc. a Canadian
Company specializing in SGML Software (an ISO standard) in Ottawa, Ontario.
Prior to that she was President and Owner of Mailhouse Plus, Ltd., an office
equipment distribution company which was sold to Ascom Corporation. She has also
been in management with Pitney Bowes-Canada and Bell Canada where she received
its highest award in Sales and Marketing. Ms. Wallace attended Queens University
in Kingston, Ontario and Carleton University, Ottawa, Ontario in Political
Science with a minor in Economics.
Logan Anderson, Director, Secretary-Treasurer. Mr. Anderson has been Secretary-
Treasurer of the Company since April 1995. Mr. Anderson is a graduate of Otago
University, New Zealand, with a Bachelor's Degree of Commerce in Accounting
and Economics (1977). He is an Associated Chartered Accountant (New Zealand)
and was employed by Coopers & Lybrand in New Zealand (1977-1980) and Canada
(1980-1982). From 1982 to 1992 Mr. Anderson was Comptroller of Cohart Management
group, a management service company which is responsible for the management of
private and public corporations Since 1993 Mr. Anderson has been principal and
president of Amteck Financial Services Corp., a financial consulting service
company. Mr. Anderson was formerly Officer and Director of Claire Technologies,
Inc. and has been an Officer and Director of numerous private and public
companies in the past 12 years, including PLC Systems, Inc. (AMEX) and
3D-Systems (NASDAQ).
William H. Means, Jr., Director. Mr. Means is currently President of Genesis
Health Management Corporation, a subsidiary of The Company. Mr. Means received
his B.S. in Business Administration from Louisiana Tech University in 1976 and
his M.B.A. in Personnel Management from Louisiana Tech in 1978. From 1978 to
1980, Mr. Means worked as an Assistant Credit Manager, Salary Administrator and
Commercial Loan Review Analyst at Commercial National Bank in Shreveport,
Louisiana. From 1980 through 1984 he was the Vice President of Commercial Loan
Administration at Bossier Bank and Trust in Bossier City, Louisiana. From 1984
through 1986 he was a Senior Vice President at National Bank of Bossier and from
1986 through 1988 he was a Senior Vice President at Bank of Mid-South in Bossier
City, Louisiana. From 1988 through 1989 he was a co-owner and Account Executive
at United Advertising Network and from 1989 through 1991 he was an Office and
Site supervisor at McNeely Construction Company. Mr. Means owned and operated
Space Center Painting and Construction Company, Space Center Mini Storage and
Terrace Acres Apartments from 1991 through 1994, when he joined Genesis as an
Executive Vice President.
Florian Homm, Director. Mr. Homm is a Managing Partner of Value Management and
Research GmbH in Germany, a firm specializing in investment management and
corporate financial services. Mr. Homm has been in the investment management
and banking businesses for over fifteen years, much of it in senior management
positions with firms such as Merrill Lynch, Fidelity Management and Research,
Bank Julius Bar and Tweedy, Browne in London, New York, Boston and Frankfurt.
Mr. Homm graduated with Honours in Economics from Harvard College. He received
his Master of Business Administration degree from Harvard Business School. Mr.
Homm is a Board Member of the European Association of Securities Dealers
(EASD), on the board of a number of public companies, has received several
investment awards and has published extensively on a wide range of financial
topics.
Herb Capozzi, Director. Mr. Capozzi is currently a Director and the Co-founder
of PLC Systems, Inc., a cardiac revascularization company developing medical
systems and technology which trades on the American Stock Exchange. He was
President and Director of International Potter Distillers, and Director and
Co-founder of the Keg Restaurant chain in Canada. Mr. Capozzi was a partner in
bringing McDonald's restaurants to Canada. From 1981 to 1986, Mr. Capozzi was
one of three original Directors of EXPO '86, the 1986 World's Fair in Vancouver,
Canada. Mr. Capozzi was an elected member of Legislative Assembly, Province of
British Columbia, for two terms and Chairman of the Insurance committee and the
Procedure Committee. He also had a football career with the New York Giants
(NFL), the Calgary Stampeders (CFL), and the Montreal Alouttes (CFL), and with
the B.C. Lions as General Manager for 10 years. Mr. Capozzi was a principal
owner of the soccer organization the Vancouver White Caps. Mr. Capozzi
received his Bachelor's Degree of Arts for Chemistry and a Bachelor's Degree of
Commerce from the University of British Columbia. He also received a Bachelor's
Degree of Education from the University of Italy.
Elliot Smith (Age 64) began his career with Prudential Securities in 1954 as a
Registered Representative in the Syracuse, New York, office. By 1966, Mr. Smith
was appointed Resident Manager of the firm's largest office in New York City.
He was named Manager, Marketing & Sales Division at the Home Office in New York
City in 1969, and in 1970, was elected First Vice President and National Sales
Manager. In 1973, Mr. Smith was elected to the Board of Directors of Bache &
Company, Inc. In 1977, he was named Senior Officer of Commodity Division and
Metal Company and in 1980, was elected President of Bache Haley Stuart metal
Company, Inc. In 1983, after leaving Prudential, Mr. Smith served as Executive
Vice President at R. Lewis Securities, Inc., located in New York City, and from
1984 to 1995 was President of Whale Securities Company, L.P., also located in
New York City. Mr. Smith is also on the Boards of Pennington School and
Jillians Corporation. Mr. Smith is a former Member and Director of the Chicago
Board of Options Exchange; Governor of the American Stock Exchange (AMEX);
Governor and Chairman of the AMEX Commodities Exchange; Director and Member
of the Executive Committee of the Securities Industry Automation Corp.; and
Past President of the Association of Investment Brokers.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors. No nominee is related by blood, marriage,
or adoption to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates.
Assuming the presence of a quorum, each of the nominees for director of the
Company requires for his election the approval of the holders of a plurality of
the shares of Common Stock represented and voting at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH
OF THE
INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
PROPOSAL NO. 2:
AMENDMENT OF ARTICLES OF INCORPORATION
The Articles of Incorporation of the Company do not currently provide for
indemnification of the officers, directors and agents of the Company. The Board
of Directors recommends that the Articles be amended so that the officers,
directors and agents of the Company are indemnified to the fullest extent
possible under Nevada law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF
THE ARTICLES OF
INCORPORATION TO INDEMNIFY THE OFFICERS, DIRECTORS AND AGENTS OF
THE COMPANY.
PROPOSAL NO. 3:
1997 STOCK OPTION PLAN
Attached hereto is a copy of the proposed 1997 Stock Option Plan for the
Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE
1997 STOCK
OPTION PLAN.
PROPOSAL NO. 4:
APPOINTMENT OF INDEPENDENT AUDITORS
Smith & Company have acted as independent auditors for the Company for the
past 6 years. The Board of Directors recommends that Smith & Company continue
to act as independent auditors for the Company and that they be appointed the
independent auditors for the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF
SMITH &
COMPANY AS INDEPENDENT AUDITORS FOR THE COMPANY.
PROPOSAL NO. 5:
BYLAWS
A copy of the proposed Bylaws of the Company are attached hereto. The
Board of Directors recommends that these Bylaws be adopted by the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF
THE BYLAWS OF
THE COMPANY.