PROXY STATEMENT
FOR 1995 ANNUAL MEETING TO BE HELD
December 15, 1995
Your proxy is solicited on behalf of the Board of Directors of
Occupational Medical Corporation of America, Inc. (the "Company") for use
at the annual meeting of shareholders to be held at 1:00 p.m., Pacific
Standard Time, on December 15, 1995 at the Oakland Airport Hilton, 1
Hegenberger Road, Oakland, California 94614. If a proxy in the
accompanying form is duly executed and returned, the shares represented by
the proxy will be voted as directed. If no direction is given, the shares
will be voted for the election of the four nominees for Director named
herein, and for the approval of BDO Seidman as the Company's independent
accountants for the fiscal year ending June 30, 1996. Votes will be
tallied by an inspector of election at the annual meeting. Pursuant to
state law and the bylaws of the Company, abstentions and broker no-votes
will have the same effect as votes against any proposals presented at the
meeting. However, an affirmative vote that does not specify the number of
affirmative votes and abstentions will be presumed to be all affirmative
votes. A proxy given by a shareholder may be revoked at any time before it
is exercised by notifying the Secretary of the Company in writing of such
revocation, by giving another proxy bearing a later date or by voting in
person at the meeting.
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made by mail. In addition, the officers and
regularly engaged employees of the Company may, in a limited number of
instances, solicit proxies personally or by telephone. The Company will
reimburse banks, brokerage firms, other custodians, nominees and
fiduciaries for reasonable expenses incurred in sending proxy materials to
beneficial owners of Common Stock of the Company.
The Company's Annual Report including financial statements for its
fiscal year ended June 30, 1995 is being mailed to all shareholders
concurrently herewith. The Annual Report is not part of the proxy
materials.
Holders of Common Stock of record at the close of business on November
17, 1995 will be entitled to vote at the meeting. There were 2,519,550
shares of Common Stock outstanding at that time. Each share is entitled to
one vote and a majority of the shares of Common Stock outstanding is
necessary to constitute a quorum for the meeting. Shareholders have
cumulative voting rights in the election of Directors. Under the
cumulative voting method a shareholder may multiply the number of shares
owned by the number of Directors to be elected and cast this total number
of votes for any one candidate or distribute the total number of votes in
any proportion among as many candidates as the shareholder desires. A
shareholder may not cumulate his or her votes for a candidate unless such
candidate's name has been placed in nomination prior to the voting and
unless a shareholder has given notice at the meeting prior to the voting of
his or her intention to cumulate his or her votes. If any shareholder
gives such notice, all shareholders may then cumulate their votes.
ELECTION OF DIRECTORS
The Company's Directors are elected annually to serve until the next
annual meeting of shareholders and thereafter until their successors are
elected. The number of Directors presently authorized by the Bylaws of the
Company is five. Unless otherwise directed by shareholders, the
proxyholder will vote all shares represented by proxies held by him for the
election of the maximum number of the following nominees, all of whom are
now members of and constitute the Company's Board of Directors. The
Company is advised that all of the nominees have indicated their
availability and willingness to serve if elected. In the event that any
nominee becomes unavailable or unable to serve as a Director of the Company
prior to the voting, the proxyholder will vote for a substitute nominee in
the exercise of his best judgment.
The following table sets forth the name and age of each nominee, the
year in which each nominee first became a Director of the Company, other
offices and positions, if any, which each nominee holds with the Company or
his or her principal occupation, and the names of other publicly held
companies of which each nominee serves as a director:
Name, Offices and Position First
with the Company or Principal Became a
Occupation and Directorships Age Director
Don R. Livingston* 49 1980
Chief Executive Officer and President of
the Company since December, 1994.
Director of the Company since 1980.
Chairman of the Board of the Company
since April 1983. Chief Executive
Officer from 1980 through May 1987 and
from September 1987 until May 1990.
Chief Financial Officer from June 15,
1988 until October 14, 1988 and
Secretary from June 15, 1988 until May
1990. From 1979 to 1980, Regional
Medical Director of California
Industrial Medical Clinic, Inc. From
1978 to 1979, Medical Director of East
Bay Industrial Medical Center, Oakland,
California, an affiliate of California
Industrial Medical Clinic, Inc. **
Harry W. Brooks, Jr. 67 1984
Director of the Company. Chief
Executive Officer, Advanced Consumer
Marketing Corp., Burlingame, California
since 1985. From 1984 to 1990, Chairman
of the Board and Chief Executive Officer
of Gurney Seed and Nursery Corporation.
From 1982 to 1984, Chairman and
Executive Vice President of the
Horticulture Group of Amfac, Inc., a
publicly owned financial services
company. From 1978 to 1982, Senior Vice
President--Public Affairs of Amfac, Inc.
Frederick Foston* 44 1986
Director of the Company. Senior health
care consultant to British Airport
Authority and General Motors
Corporation, Packard Electric Division.
Since 1981, President and owner of
Frederick Foston, M.D. a professional
corporation (health care consulting and
provider of physician medical services).
Milton Sanders** 61 1994
Director of the Company. Vice President
of the Company since September 1994.
Healthcare consultant and provider of
physical therapy and rehabilitation
services from 1980 to 1994. Since 1989,
Vice President of the Pan African
Development Corporation, Washington, DC,
a nonprofit corporation involved in
business development in Africa. Since
1992, Vice President and Director of the
Pearl of Africa Islands Enterprise,
Inc., a privately held corporation
involved in business development in
Uganda. Since 1992, Board member of
Plus Fifteen, Inc., a privately held
company that sponsors a high blood
pressure control program.
OTHER EXECUTIVE OFFICERS OF THE COMPANY
George Fujikawa 52 N/A
Chief Financial Officer and Vice
President of the Company since December
22, 1994. From 1990 - 1992, Vice
President and General Manager of PRL
Corp., a real estate development and
management company. From 1992 to 1994,
Chief Financial Officer of Kowa Bussan
U.S.A., Inc., a real estate development
company.***
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Dr. Larry A. Harikian resigned as a director of the Company Effective
January 1, 1995. A replacement director has not been elected or nominated
at this time. Dawn Schwartz was elected to replace Dr. Harikian as
Secretary.
* Member of the Executive Committee.
** Dr. Livingston is the majority shareholder, and a director and
executive officer of the following corp-orations (the "Medical
Corporations"): Spectrum Medical Care, A Medical Group, Inc. (f.k.a.
Interstate Environmental Medical Group, Inc.), a California
corporation; and Interstate Environmental Medical Group, P.S., a
Washington corporation. The Company has entered into sublease and
facilities management agreements with each of the Medical Corporations
under which the Medical Corporations provide all medical services at
the Company's medical centers.
*** As of December 22, 1994, Andry Yonathan, resigned as the chief
financial officer of the Company and Mr. Fujikawa was appointed as
vice president and chief financial officer by the Board of Directors.
Section 16(a) of the Exchange Act. Director Foston is a co-trustee
and co-beneficiary of the Arthur and Mary Foston Trust. Prior to Dr.
Foston's becoming a director, the trust acquired 500 shares of common stock
of the Company. Dr. Foston is in the process of filing a late report
pursuant to Section 16(a) of the Exchange Act to reflect this indirect
beneficial ownership.
All directors are elected to hold office until the next annual meeting
of shareholders of the Company or until their successors have been elected
and qualified. Officers of the Company are elected annually and serve at
the discretion of the Board.
The Company currently has an Audit Committee, Management Continuity
and Compensation Committee and Finance Committee as well as an Executive
Committee.
The Audit Committee of the Board of Directors consists of Mr. Brooks
and Mr. Foston. The Audit Committee recommends accounting policies to the
Board, meets annually with the Company's independent auditors and oversees
generally the financial controls and practices of the Company. The
Management Continuity and Compensation Committee, consisting of Mr. Foston
and Mr. Brooks, makes recommendations to the Board with regard to
compensation of directors, officers and other key employees of the Company,
including compensation under employee stock plans and other benefit
programs. The Finance Committee, consisting of Mr. Foston and Dr.
Livingston, makes recommendations to the Board with regard to capital
appropriations and dividend policies and oversees generally the capital
structure and financial condition of the Company.
At the present time, the Company has no standing nominating committee
of the Board of Directors and nominations are made by and through the
Executive Committee. During fiscal 1995, the Board of Directors held
three meetings and one Audit committee meeting. Each Director attended
100% of the Board and committee meetings held during the term of their
office.
Securities Ownership
The following table sets forth as of November 10, 1995, information
regarding the ownership of the Company's Common Stock by (i) each person
known by the Company to be the beneficial owner of more than five percent
of the outstanding shares of Common Stock, (ii) each of the Directors of
the Company, and (iii) the Officers and Directors of the Company as a
group:
Amount
and Nature
of Beneficial Percentage
Name of Beneficial Owner(1) Ownership (2) of Class(2)
Don R. Livingston(3) 1,158,000 44.2%
Harry W. Brooks, Jr. 1,000 (4)
Frederick Foston(5) 500 (4)
Milton Sanders(6) 50,000 1.9%
All directors and officers
as a group (six persons) 1,259,510 48.1%
Renaissance VI Ltd.(7) 251,700 9.6%
Larry A. Harikian(8) 281,200 10.7%
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(1) The address of Drs. Livingston and Foston and Mr. Brooks and Mr.
Sanders is c/o Occupational Medical Corporation of America, Inc., 9811
Bigge Avenue, Oakland California 94603.
(2) All shareholders reflected in the table are sole owners of record and,
to the knowledge of the Company, beneficially, except as otherwise
specified.
(3) Dr. Livingston is a 75% shareholder of the Medical Corporations which
own 36,000 shares.
(4) Less than one percent.
(5) Dr. Foston is a co-trustee and co-beneficiary of the Arthur and Mary
Foston Trust which acquired 500 shares of common stock prior to Dr.
Foston's becoming a director of the Company.
(6) Mr. Sanders was issued an option to purchase 50,000 shares of common
stock on September 1, 1995 which vests 20% on December 22, 1995 and on
each anniversary thereafter and which expires on December 22, 2004.
(7) The address of Renaissance VI, Ltd is 8080 N. Central Expressway,
Dallas, Texas 75206.
(8) The address of Larry A. Harikian is P.O. Box 15316, Fritz Creek,
Alaska 99603.
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