SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
MW MEDICAL, INC.
- -------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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:
MW MEDICAL, INC.
6955 E. Caballo Drive,
Paradise Valley, Arizona
85253
November 19, 1999
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of MW Medical, Inc., which will be held on December
10, 1999 at 11:00 a.m., Pacific Standard Time at 101 Convention
Center Drive, Suite 1200, Las Vegas, Nevada 89109.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting of Shareholders and
Proxy Statement.
Whether or not you attend the annual meeting it is important that
your shares be represented and voted at the meeting. Therefore, I
urge you to sign, date, and promptly return the enclosed proxy in
the enclosed postage-paid envelope. If you decide to attend the
annual meeting and vote in person, you will of course have that
opportunity.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the
Company.
Sincerely,
\s\ Jan Wallace
Jan Wallace
President
MW MEDICAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 10, 1999
To the Shareholders:
Notice is Hereby Given that the Annual Meeting of the holders of
shares of Common Stock of MW Medical, Inc. (the "Common Stock")
will be held at 101 Convention Center Drive, Suite 1200, Las Vegas,
Nevada 89109 on December 10, 1999 at 11:00 a.m., Pacific Standard
Time, for the following purposes:
1. To elect directors.
2. To approve the Incentive Stock Option Plan created by the board
of directors on March 23, 1999.
3. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on November 1,
1999 are entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
\s\ Grace Sim
Grace Sim, Secretary
November 19, 1999
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign,
date, and return the enclosed Proxy at your earliest convenience.
This will ensure the presence of a quorum at the meeting. PROMPTLY
SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE THE COMPANY THE
EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. An addressed
envelope for which no postage is required if mailed in the United
States is enclosed for that purpose. Sending in your Proxy will not
prevent you from voting your stock at the meeting if you desire to
do so, as your Proxy is revocable at your option.
3
MW MEDICAL, INC.
6955 E. Caballo Drive,
Paradise Valley, Arizona
85253
November 23, 1999
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD DECEMBER 10, 1999
This Proxy Statement, which was first mailed to shareholders on or
about November 23, 1999, is furnished in connection with the
solicitation of proxies by the Board of Directors of MW Medical,
Inc. (the "Company"), to be voted at the annual meeting of the
shareholders of the Company (the "Annual Meeting"), which will be
held at 11:00 a.m. on December 10, 1999, at 101 Convention Center
Drive, Suite 1200, Las Vegas, Nevada 89109 for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.
Shareholders who execute proxies retain the right to revoke them at
any time prior to the exercise of the powers conferred thereby, by
delivering a signed statement to the Secretary of the Company at or
prior to the annual meeting or by executing another proxy dated as
of a later date. The cost of solicitation of proxies is to be borne
by the Company.
Shareholders of record at the close of business on November 1, 1999
will be entitled to vote at the meeting on the basis of one vote
for each share held. On November 1, 1999, there were 17,925,670
shares of common stock outstanding, held of record by 478
shareholders.
The deadline for submittals of shareholder proposals for the next
regularly scheduled annual meeting will be not less than 120 days
prior to the release date of the proxy materials as received at the
Company's principal offices by that date. A shareholder proposal
submitted outside the processes of SEC Regulation Section 240.14a-8
will be considered untimely if received at the principal offices of
the Company on or after 45 days prior to the Company's release of
its proxy statement to shareholders.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY
STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY OTHER PERSON.
4
MEETING
PLACE, DATE AND TIME
The Annual Meeting will be held at 101 Convention Center Drive,
Suite 1200, Las Vegas, Nevada 89109, on December 10, 1999 at 11:00
a.m. Pacific Standard Time.
RECORD DATE; SOLICITATION OF PROXIES
The Board of Directors of the Company (the "Board") has fixed the
close of business on November 1, 1999 as the Record Date for the
determination of shareholders entitled to notice of and to vote at
the Annual Meeting. At the Record Date, there were 17,925,670
shares of Common Stock issued and outstanding and entitled to vote
at the Annual Meeting held by approximately 478 holders of record.
Holders of Common Stock are entitled to one vote at the Annual
Meeting for each share of Common Stock held of record at the Record
Date.
In addition to the solicitation of proxies by use of the mails,
proxies may also be solicited by the Company and its directors,
officers and employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile transmission or other
electronic communication, and/or by personal interview. The
Company will reimburse banks, brokerage houses, custodians and
other fiduciaries who hold shares of Common Stock in their name or
custody, or in the name of nominees for others, for their
out-of-pocket expenses incurred in forwarding copies of the proxy
materials to those persons for whom they hold such shares. The
Company will bear the costs of the Annual Meeting and of soliciting
proxies therefor, including the cost of printing and mailing this
Proxy Statement and related materials. The Company has spent
approximately $5,000 in legal and other expenses in the preparation
of this proxy statement and other expenses connected with the
solicitation of security holders. It is anticipated that the
Company will spend an additional $5,000 in solicitation of security
holders before the meeting is held.
Any questions or requests for assistance regarding the Company's
proxies and related materials may be directed in writing to Grace
Sim at 6955 E. Caballo Drive, Paradise Valley, AZ 85253.
PURPOSE OF THE ANNUAL MEETING
At the Annual Meeting, holders of Common Stock of the Company will
be asked to elect directors and approve the Company's Incentive
Stock Option Plan created by the board of directors on March 23,
1999. See the section entitled "Incentive Stock Option Plan" for
background and details.
VOTE REQUIRED
Twenty Five Percent (25%) of the issued and outstanding shares of
Common Stock entitled to vote as of the Record Date, represented in
person or by proxy, is required for a quorum at the Annual Meeting.
The affirmative vote of a majority of those shares in favor of the
Incentive Stock Option Plan will be necessary to approve the plan,
and the nominees receiving the four highest number of votes will be
elected to the board of directors. Abstentions may be specified
and will be counted as present for the purpose of determining the
existence of a quorum.
5
Shares of Common Stock that are represented by properly executed
proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the
instructions indicated in such proxies. If no contrary
instructions are indicated, such shares will be voted FOR approval
of incentive stock option plan and FOR the nominees for the Board
named herein, and in the discretion of the persons named in the
proxy as proxy appointees, as to any other matter that may properly
come before the Annual Meeting (of which the Company is not
presently aware). Shares represented by proxies that have voted
against the propositions presented at the meeting can not be used
to postpone or adjourn the meeting in order to solicit more votes
for the proposition.
Under the rules of the NASD, although brokers who hold shares in a
street name have the authority to vote on certain items when they
have not received instructions from the beneficial owners, brokers
will not be entitled to vote on the approval of the Merger
Agreement absent specific instructions. Brokers who do not receive
instructions but who are present, in person or by proxy, at the
Annual Meeting will be counted as present for quorum purposes.
It is not expected that any matters other than those referred to in
this Proxy Statement will be brought before the Annual Meeting. If
other matters are properly presented, however, the persons named as
proxy appointees will vote in accordance with their best judgment
on such matters. The grant of a proxy also will confer
discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to
the conduct of the Annual Meeting.
Any shareholder may revoke his, her or its proxy (other than an
irrevocable proxy coupled with an interest) at any time before it
is voted, by: (1) filing with the Corporate Secretary of the
Company an instrument revoking the proxy; (2) returning a duly
executed proxy bearing a later date; or (3) attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting
will not by itself constitute revocation of a proxy. There are no
dissenters rights or remedies for shareholders who do not agree
with the outcome of the vote on the issues to be brought at this
Annual Meeting.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE
INFORMATION PRESENTED IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE
URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting, to hold
office for one year until the next annual meeting of shareholders,
and until their successors are elected and qualified. It is
intended that the accompanying proxy will be voted in favor of the
following persons to serve as directors unless the shareholder
indicates to the contrary on the proxy. Management expects that
each of the nominees will be available for election, but if any of
them is not a candidate at the time the election occurs, it is
intended that such proxy will be voted for the election of another
nominee to be designated by the Board of Directors to fill any such
vacancy.
6
NOMINEES
Name Age
- ---- ---
Jan Wallace 43
Grace Sim 38
Elliot Smith 67
Jack Friedland 59
Jan Wallace was President, Chief Executive Officer and a director
of MW at its inception in December, 1997. Ms. Wallace resigned as
President and Chief Executive Officer effective October 1, 1998 and
was then re-appointed on July 9, 1999 after the resignation of
former President Paul Banko. Ms. Wallace has been employed by
Dynamic since April 1995, when she was elected to the Board of
Directors and accepted the position of Chief Operating Officer. She
is currently a director and the President of Dynamic. Ms. Wallace
was previously Vice President of Active Systems, Inc. a Canadian
company specializing in SGML Software, an ISO standard, in Ottawa,
Ontario for the period from 1993 to 1994. Before 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.
Grace Sim has been the Secretary/Treasurer and a director of MW
since its inception in December 1997. She is also currently the
Secretary/Treasurer and a director of Dynamic Associates, Inc., a
public company. Ms. Sim joined Dynamic in January 1997. Before
joining Dynamic, Ms. Sim owned Sim Accounting, an accounting
consulting company in Ottawa, Ontario, Canada. Between 1993 and
1994, she worked as the controller with Fulline, an office
equipment company and with Mailhouse Plus Ltd. between 1990 and
1992. Ms. Sim received her Bachelor of Mathematics with honors
from the University of Waterloo in Waterloo, Ontario.
Elliot Smith is a Director of the Company appointed on September
16, 1999. Mr. Smith has held a variety of senior management-level
positions in some of the world's most prestigious financial
institutions during the past 40 years. Mr. Smith began a 29 year
career with Prudential Bache in 1954 when he was hired as a
Registered Representative in its Syracuse, New York office. By
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
Bach Haley Stuart Metal Company Inc. On leaving Prudential-Bache
in 1983, Mr. Smith served as Executive Vice President at R. Lewis
Securities, Inc., located in New York City and from 1983 to 1995,
was President of Whale Securities Company, L.P., in New York.
Since 1995, Mr. Smith has served as President of the Equity
Division of Rickel & Associates, Inc., an investment company. Mr.
Smith has also been elected to the Boards of The Pennington School
and Jullians Corporation. He 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 a past
President of the Association of Investment Brokers. Mr. Smith is
currently Executive Vice President, Investments at Oscar Gruss &
Son, Inc.
7
Jack Friedland is a Director of the Company appointed on September
16, 1999. Dr. Friedland has operated a medical office in Phoenix,
Arizona for the past 25 years. Dr. Friedland specializes in
aesthetic plastic and reconstructive surgery for both children and
adults. Dr. Friedland completed his undergraduate education at the
University of Wisconsin (Madison), received his Bachelor of Science
degree from Northwestern University in 1962 and graduated from
Northwestern Medical School in 1965 where he was elected to the
Alpha Omega Alpha Honor Medical Society. Following his graduation
from medical school, Dr. Friedland's post-doctoral work included a
surgical internship (1965-1966) and surgical residency (1966-1970)
through New York University - Bellevue Medical Center. Dr.
Friedland was Surgery Resident and Chief Resident during his
surgical residency at N.Y.U. from 1966-1970, and Chief Resident and
Plastic Surgery Resident at the Institute of Reconstructive Plastic
Surgery, N.Y.U. Medical Center, from 1972-1974. Dr. Friedland
maintains three board certifications: National Board of Medical
Examiners (1966), American Board of Surgery (1971), and American
Board of Plastic Surgery (1975) and is a Fellow with the American
College of Surgeons. Dr. Friedland is also a former President and
current member of the Board of Trustees of the prestigious American
Society for Aesthetic Plastic Surgery. Dr. Friedland has authored
numerous published books and peer-reviewed articles in his practice
specialty.
INFORMATION REGARDING THE BOARD
The Company's Board of Directors (the "Board") has no Committees.
The Board met two times during this fiscal year and as issues were
raised signed several written consents to action without meeting.
All directors attended 75% or more of the aggregate number of Board
meetings. The current Board includes Jan Wallace, Grace Sim, Elliot
Smith and Jack Friedland. On July 9, 1999, Paul Banko resigned as
President, director and CEO of the Company, and on September 15,
1999 the Board voted to enlarge its membership to four. At the same
meeting, Elliot Smith and Jack Friedland were appointed to the
vacant Board seats.
The directors are not currently paid for acting as members of the
board, other than receiving stock options.
8
The following table provides information on the annual compensation
received by the Executive Officers and Directors of the Company in
1998:
Annual Compensation Table
Annual Compensation Long-term Compensation
------------------- ----------------------
Other Re- All
Annual stricted other
Compen- Stock Options LTIP Compen-
Name Title Year Salary Bonus sation Awarded /SARs Payouts($) sation
- ---- ----- ---- -------- ----- ------- ------- ------- ---------- -------
Jan Chair-1998 $150,000(1) $ 0 0 0 0 0 0
Wallace man
Director
Paul Pres- 1998 $ 36,000(2) $ 0 0 0 0 0 0
E. ident
Banko
CEO
Grace Di- 1998 $ 80,000(3) $ 0 0 0 0 0 0
Sim rect-
Secret- or
ary/
Treasurer
Elliot Di- 1998 $ 0 $ 0 0 0 0 0 0
Smith rector
Jack Di- $ 0 $ 0 0 0 0 0 0
Fried- rector
land
- ------------------------------------------------------------------------------
(1) Includes $86,393 accrued at 12/31/98.
(2) For October 1, 1998 to December 31, 1998
(3) Includes $45,569 accrued at 12/31/98.
Please note that the type and amount of compensation paid in 1998
may differ materially from what is paid in 1999.
Options
- -------
In March 1999, MW granted 400,000 options to Paul E. Banko, 400,000
to Jan Wallace, and 200,000 to Grace Sim. The options allow the
holders to purchase common shares of MW for $1.00 per share. Fifty
percent (50%) of these options are exercisable immediately and 50%
require a one-year waiting period. A number of other employees
were granted options on similar terms. Subsequently, Paul Banko
resigned and an agreement was reached in which he retained 200,000
of his original 400,000 options. Upon appointment to the Board,
Elliot Smith and Jack Freidland were granted 100,000 options each
at a price of $2.62 per share on the same terms as the other
directors.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEES.
9
INCENTIVE STOCK OPTION PLAN
On March 23, 1999, the Board of Directors of the Company created
and approved an Incentive Stock Option Plan in the form and content
attached to this document. The stated purpose of this Plan is to
strengthen the Company by providing incentive stock options as a
means to attract, retain and motivate key corporate personnel,
through ownership of stock of the Company, and to attract
individuals of outstanding ability to render services to and enter
the employment of the Company or its subsidiaries.
The Board has approved the issuance of options to purchase
1,555,000 shares of MW's common stock at a price of $1.00 per
share, and 575,000 shares at $2.62 per share.
In summary, this Plan provides as follows:
Types of Stock Options
There are two types of Stock Options that may be granted: (1)
Options intended to qualify as Incentive Stock Options under
Section 422 of the Internal Revenue Code ("Qualified Stock
Options"), and (2) Options not specifically authorized or qualified
for favorable income tax treatment under the Internal Revenue Code
("Non-Qualified Stock Options").
Administration of the Plan
The Plan is administered by a Plan Administrator serving at the
pleasure of the Board of Directors. Currently the Plan
Administrator is Elliot Smith. Subject to the provisions of the
Plan, the Plan Administrator has authority to construe and
interpret the Plan, to promulgate, amend, and rescind rules and
regulations relating to its administration, to select, from time to
time, among the eligible employees and non-employee consultants of
the Company and its subsidiaries those employees and consultants to
whom Stock Options will be granted, to determine the duration and
manner of the grant of the Options, to determine the exercise
price, the number of shares and other terms covered by the Stock
Options, to determine the duration and purpose of leaves of absence
which may be granted to Stock Option holders without constituting
termination of their employment for purposes of the Plan, and to
make all of the determinations necessary or advisable for
administration of the Plan. The interpretation and construction by
the Board of any provision of the Plan, or of any agreement issued
and executed under the Plan, is final and binding upon all parties.
No member of the Board, nor the Plan Administrator, can be held
liable for any action or determination undertaken or made in good
faith with respect to the Plan or any agreement executed pursuant
to the Plan.
Grant of Options
The Company is authorized to grant Incentive Stock Options as
defined in section 422 of the Code to any employee or director of
the Company, or of any of its subsidiaries; provided, however, that
no person who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, or
any of its parent or subsidiary corporations, shall be eligible to
receive an Incentive Stock Option under the Plan unless at the time
such Incentive Stock Option is granted the Option price is at least
110% of the fair market value of the shares subject to the Option,
and such
10
Option by its terms is not exercisable after the expiration of
five years from the date such Option is granted.
An employee may receive more than one Option under the Plan.
Non-Employee Directors are eligible to receive Non-Qualified Stock
Options in the discretion of the Plan Administrator. In addition,
Non-Qualified Stock Options may be granted to Consultants who are
selected by the Plan Administrator.
Stock Subject to Plan
The stock available for grant of Options under the Plan are shares
of the Company's authorized but unissued, or reacquired, Common
Stock. The aggregate number of shares that may be issued pursuant
to exercise of Options granted under the Plan, as amended, can not
exceed 2,500,000 shares of Common Stock (subject to adjustment as
provided herein), including shares previously issued under the
Plan. The maximum number of shares for which an Option may be
granted to any Optionee during any calendar year can not exceed
500,000 shares.
Terms and Conditions of Options
Specific requirements for the terms and conditions of all Option
Agreements entered into are detailed in the Plan.
Termination or Amendment of the Plan
The Board may at any time terminate or amend the Plan; provided
that, without approval of the shareholders, the board cannot: (a)
increase the total number of shares covered by the Plan, (b) change
the class of persons eligible to receive options, (c) reduce the
exercise price of Options granted under the Plan, or (d) extend the
latest date upon which Options may be exercised. In addition,
without the consent of the Optionee, the board may not make any
amendments that would adversely affect any outstanding or
unexercised option agreements.
Indemnification
The Plan Administrator is indemnified by the Company under the Plan
against reasonable expense, including attorney's fees, actually and
necessarily incurred in connection with the defense of any action,
suit or proceeding for which he is a party by reason of any action
taken or failure to act under or in connection with the Plan or any
Option. He is also indemnified against any and all amounts paid by
him in settlement, or for any amounts paid by him in satisfaction
of a judgment in any such action, suit, or proceeding, except in
relation to matters in which he is judged liable for negligence or
misconduct in the performance of his duties.
Effective Date and Term of the Plan
This Plan became effective (the "Effective Date") on the March 23,
1999, the date of adoption by the board of directors. Options
granted under the Plan prior to shareholder approval are subject to
cancellation by the Plan Administrator if shareholder approval is
not obtained within 12 months of
11
the date of adoption. Unless sooner terminated by the Board in its
sole discretion, this Plan will expire on December 31, 2008.
The following table summarizes the benefits of this Plan as received
by the officers and directors of the Company to date.
Name and Position Dollar Value* Number of Units
- ----------------- ------------- ---------------
Jan Wallace Director/President $1,600,000 400,000
Grace Sim Director/Sec./Treas. $ 800,000 200,000
Elliot Smith $ 400,000 100,000
Jack Freidland $ 400,000 100,000
Executive Group $2,400,000 600,000
Director Group $3,200,000 800,000
Non-executive Director Group $ 800,000 200,000
Employee Group $5,320,000 1,330,000
- -----------------------------------------------------------------
* based on market price of $4.00 at closing on November 1, 1999.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE INCENTIVE STOCK
OPTION AGREEMENT.
12
MARKET PRICES AND DIVIDEND INFORMATION
The Common Stock of the Company is traded on the NASDAQ OTC
Bulletin Board under the trading symbol "MWMD". As of October
29, 1999, the last date on which the Common Stock was traded prior
to the fixing of the record date for voting, the high and low sales
prices of the Common Stock on the OTC Bulletin Board was $4.09 per
share and $3.66 per share, respectively. On November 17, 1999, the
latest practicable trading day before the filing of this Proxy
Statement with the SEC, the high and low sales prices of the Common
Stock on the OTC Bulletin Board were $3.56 per share and $3.09 per
share, respectively.
The Company has not previously declared or paid any dividends on
its common stock and does not anticipate declaring any dividends in
the foreseeable future.
The high and low sales price of the Common Stock on the OTC
Bulletin Board during the past two years by quarter are as follows:
HIGH LOW
------- ------
1999
First Quarter Not Trading*
Second Quarter $2.00 $1.00
Third Quarter $3.93 $1.75
Fourth Quarter (through 11-1-99) $4.09 $3.50
- -------------------------------------------------------------------
*Trading of MW's stock did not begin until Second Quarter 1999.
13
SELECTED FINANCIAL INFORMATION CONCERNING THE COMPANY
The selected summary consolidated financial data presented below
for each of the last fiscal years ended December 31, 1998 have been
derived from the Company's historical financial statements. This
data should be read in conjunction with the consolidated financial
statements and notes thereto of the Company included in the Annual
Report on Form 10-K, filed April 15, 1999 for the fiscal year ended
December 31, 1998, which is incorporated by reference into this
Proxy Statement.
In Thousands (except per share amounts):
6/99 1998 1997 1996
Total Revenue 0 0 0 0
Operating Income (loss) (789) (1221) (1134) (605)
Income (loss) before
Income Tax Expense (775) 1106 (1127) (595)
Net Income (loss) (776) 433 (1252) (467)
Income (loss) per share $(.05) $.03 $(.09) $(.03)
Total assets 2189 1404 2539 2609
Current portion of notes
Payable and L/T debt 425 0 90 48
Notes payable and L/T debt.
Less Current portion 0 0 2330 1556
Total Shareholder
Equity (deficit) 1097 1198 (256) 996
Dividends declared and 0 0 0 0
Paid
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of the
Company's common stock held by all persons who, to the knowledge of
the Company, beneficially owned more than five percent (5%) of the
outstanding shares of the Company's common stock as of November 1,
1999, or, in certain instances as described in the footnotes below,
as of a date of the filing by such person of a Schedule 13G with
the Securities and Exchange Commission ("Commission"). According
to rules adopted by
14
the Commission, a person is the "beneficial owner" of securities
if he or she has, or shares, the power to vote them, or to direct
their investment, or has the right to acquire beneficial
ownership of such securities within 60 days. Unless otherwise
indicated, all persons have sole voting and investment
power over all shares beneficially owned.
Name and address Amount of Percent
Title of class of beneficial owner beneficial ownership of class
- -------------- ------------------- -------------------- --------
Common Stock High Octane Fund Ltd
HWR Services
Craigmuir Chamber
PO Box 71
Road Town,
Tortola BVI 990,608 5.53%
Common Stock Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 2,733,995 15.25%
Common Stock Bank Safe Deposit
& Trust Co.
C/O Mellon Bank
Mellon Bank NA
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 1,332,600 7.43%
The Company knows of no other person who is the beneficial owner of
more than five percent of the Company's common stock.
SECURITY OWNERSHIP OF CERTAIN MANAGEMENT OF THE COMPANY
The following table sets forth information, as of November 1, 1999,
concerning the Company's common stock owned by: (i) each director;
(ii) the Chief Executive Officer and the other executive officers
of the Company who earned more than $100,000 during fiscal 1998 and
were serving as executive officers at the end of fiscal 1998; and
(iii) all directors and officers of the Company as a group.
According to rules adopted by the Commission, a person is the
"beneficial owner" of securities if he or she has, or shares, the
power to vote them, or to direct their investment, or has the right
to acquire beneficial ownership of such securities within 60 days.
Unless otherwise indicated, all persons have sole voting and
investment power over all shares beneficially owned.
15
Name and Address Number of Shares Percent
Class of Beneficial Owner Beneficial Owned of class
- -------------- ------------------- ---------------- --------
Common Stock Jan Wallace 500,000(1) 2.79%
(Chairman/President)
6955 E. Caballo Dr.
Paradise Valley,
AZ 85253
Common Stock Grace Sim 50,000(2) 0.28%
(Secretary/Treasurer)
6955 E. Caballo Dr.
Paradise Valley,
AZ 85253
Common Stock Elliot Smith 34,000(3) 0.19%
(Director)
6955 E. Caballo Dr.
Paradise Valley,
AZ 85253
Common Stock Jack Friedland 0(4) 0%
(Director)
6955 E. Caballo Dr.
Paradise Valley,
AZ 85253
Common Stock All Officers and
Directors 600,000 3.35%
as a Group (4 persons)
- -------------------------------------------------------------------
* Based on 17,925,670 shares of common stock outstanding as of
November 1, 1999.
(1) Ms. Wallace also holds stock options to purchase 400,000 shares
at a price of $1.00.
(2) Ms. Sim also holds stock options to purchase 200,000 shares at
a price of $1.00.
(3) Mr. Smith also holds stock options to purchase 100,000 shares
at a price of $2.62.
(4) Dr. Friedland also holds stock options to purchase 100,000
shares at a price of $2.62.
ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS
Upon appointment by the Board, Smith & Company, independent public
accountants, audited and reported on the consolidated financial
statements of the Company and its subsidiaries for the fiscal year
ended December 31, 1998. Such financial statements can be found in
the Company's 10K filed on April 15, 1999 and are incorporated by
reference in this Proxy Statement. Representatives of Smith &
Company are not expected to be present at the Annual Meeting. As of
November 5, 1999, the Company dismissed Smith & Company and
appointed Grant Thornton, LLP as its independent auditors.
Representatives of Grant Thornton, LLP are not expected to be
present at the Annual Meeting.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission,
are incorporated herein by reference:
(i) the Company's Annual Report filed on Form 10-K filed
with the Commission on April 6, 1999, for the fiscal
year ended December 31, 1998;
(ii) the Company's Quarterly Reports filed on Form 10-QSB on
May 24, 1999 and August 23, 1999.
The following documents, attached hereto, are incorporated herein
by reference:
Exhibit Number Description
- -------------- -----------
1 Stock Option Plan
All reports and definitive proxy or information statements filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Proxy Statement and
prior to the date of the Annual Meeting shall be deemed to be
incorporated by reference into this Proxy Statement from the dates
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated in this Proxy Statement
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 that also is or is deemed
to be incorporated by reference modifies or supersedes such
statement.
A copy of the documents incorporated herein by reference (excluding
exhibits unless such exhibits are specifically incorporated by
reference into the information incorporated herein) that are not
presented with this document or delivered herewith, will be
provided without charge to each person, including any beneficial
owner, to whom a Proxy Statement is delivered, upon oral or written
request of any such person and by first-class mail or other equally
prompt means. Requests should be directed to the Corporate
Secretary at the address set forth below in "Other Matters."
ANNUAL MEETING
The 1999 Annual Meeting of Shareholders of the Company will be held
on December 10, 1999 at 11:00 a.m., at 101 Convention Center Drive,
Suite 1200, Las Vegas, Nevada 89109.
OTHER MATTERS
The Board, as of November 1, 1999 was not aware of any matters to
be presented for action at the Annual Meeting other than the
election of directors and the approval of the incentive stock
option plan, and do not intend to bring any other matters before
the Annual Meeting. If any other matters properly come before the
meeting, however, or any adjournment thereof, the person or persons
voting the proxies will vote in accordance with their best
judgment.
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A copy of the Company's 1999 Annual Report on Form 10-K,
incorporating the Company's audited financial statements for the
year ended December 31, 1998, as required to be filed with the
Commission will be provided upon written request without charge to
any shareholder whose proxy is being solicited by the Board. The
written request should be directed to the Secretary of the Company,
6955 E. Caballo Drive, Paradise Valley, Arizona 85253.
By Order of the Board of Directors
of MW Medical, Inc.
\s\ Jan Wallace
_______________________________
JAN WALLACE
President and Chief Executive Officer
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MW MEDICAL, INC.
PROXY
FOR ANNUAL MEETING OF THE SHAREHOLDERS OF MW MEDICAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JAN WALLACE and GRACE SIM, and each
of them, with full power of substitution, as proxies to vote the
shares which the undersigned is entitled to vote at the Annual
Meeting of the Company to be held at 101 Convention Center Drive,
Suite 1200, Las Vegas, Nevada 89109, on December 10, 1999 at 11:00
a.m. Pacific Standard Time, and at any adjournments thereof.
Please mark your votes as indicated [X]
This proxy when properly signed will be voted in the manner
directed herein by the undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 and 2.
1. Election of directors: Jan Wallace, Grace Sim, Elliot Smith and
Jack Friedland.
FOR Election NOT FOR Election
of directors of directors
[_] [_]
Except vote withheld from following nominee(s) listed above.
___________________________ ________________________
2. Incentive Stock Option Plan.
FOR Plan NOT FOR Plan
[_] [_]
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please
sign in partnership name by an authorized person.
Signature(s) Dated: ________________, 1999
___________________________ ___________________________
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