From the 1st annual meeting after Dalton took over
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Posted On: 08/20/2022 11:14:14 AM
From the 1st annual meeting after Dalton took over, there is a lot of interesting things in the filings up to the last filing here 15-12G 11/22/2010
https://www.otcmarkets.com/filing/html?id=211...6fOuPcHJth
DEF 14A 01/14/2003 12/31/2001 PDFRTFHTMLXLS
From this annual meeting if UNVC
DR. DAVID DALTON became our President and Chief Executive Officer on January 1, 2002, concurrent with our acquisition of Physician and Pharmaceutical Services, Inc., a Baltimore based company founded by Dr. Dalton. Dr. Dalton has. over 35 years of experience with the healthcare industry, including 18 years with Rite-Aid where he served as Corporate Vice President. Dr. Dalton founded Health Resources, Inc. in 1983. Health Resources is a pharmacy service provider having contracts with over 50,000 retail pharmacies for billing and payment of prescription orders through plan providers. Dr. Dalton also founded Pharmacy Services, Inc., a pharmacy fulfillment center for correctional and other institutions, with facilities in Maryland, Tennessee and Pennsylvania.
EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION
The following table sets forth the compensation awarded to, earned by or paid to the Company's Chairman and also to the Chief Executive Officer of the Company. These are the only executive officers of the Company whose salary and bonus for the three years ended December 31, 2002 exceeded $100,000.
Annual Compensation Long-Term Compensation
Other Annual Securities
Name and Principal Position Year Salary Compensation Underlying Options
----
Dr. David Dalton 2002 $100,000(1) - 2,000,000 (1)
Chief Executive Officer and 2001 - - -
President (1) 2000 - - -
Joel Schoenfeld, 2002 $ 67,977 (3) - 1,000,000 (4)
Chairman (2) 2001 $261,744 (3) - -
2000 $254,507 (3) - 2,430,000 (5)
(1) Dr. David Dalton became the Company's Chief Executive Officer and President during January 2002. During 2002 he earned a salary of $100,000. His employment agreement granted 2,000,000 common stock options during 2002.
(2) Joel Schoenfeld served as the Company's Chairman of the Board of Directors from the Company's inception until March 1999 and from November 30, 1999 until May 2002, when he retired the Chairman's position due to illness. He served as Chief Executive Officer from the Company's inception until November 30, 1999.
(3) The Company accrued compensation (approximately $50,000 in 2002, $225,132 in 2001 and $204,000 in 2000) expense for Joel Schoenfeld plus benefits, which included a car allowance (approximately $2,783 in 2002, $7,188 in 2001 and $7,193 in 2000) and life/disability/health and car insurance (approximately $15,194 in 2002, $29,424 in 2001 and $43,307 in 2000).
(4) Joel Schoenfeld's employment agreement granted 1,000,000 common stock options during 2002.
(5) Represents the following stock options: (a) options expiring February 13, 2003 to purchase 2,130,000 shares at an exercise price of $.59 per share; and (b) options expiring June 13, 2003 to purchase 300,000 shares at an exercise price of $.675 per share.
(b) EMPLOYMENT AGREEMENTS
Dr. David Dalton serves as Chief Executive Officer of the Company under an employment agreement dated January 1, 2002. Dr. Dalton provides the amount of his time necessary to perform his corporate duties. The agreement provides for a salary of $200,000 per annum, in addition to a bonus at a rate determined by the
5
agreement of Dr. Dalton and the Compensation Committee. On each January 1, during the term of three years, the base salary will be increased by an amount agreed upon by Dr. Dalton and the Compensation Committee. The agreement also provides Dr. Dalton with options to purchase 2,000,000 shares of Common Stock at an exercise price of $.24 per share, with options to purchase 500,000 shares vesting on the first anniversary of the agreement, and options to purchase an additional 41,667 shares vesting each month following the initial vesting date. The unexpired term of the agreement will be extended automatically by one year on each January 1 following the date of the agreement, such that the unexpired term of the agreement will at all times be not less than two years following each extension. The agreement provides for payment by the Company of annual premiums on a term life insurance policy with a face amount of $2 million. The agreement also provides for health and disability benefits, as well as an automobile lease and insurance allowance equal to $24,000 per year. Under the terms of the agreement, Dr. Dalton is entitled to a severance payment equal to his highest annual base salary during the term for the remainder of the term if the agreement is terminated by Dr. Dalton for good reason, or in the event of a change in control of the Company.
(c) OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock options to Dr. David Dalton and Joel Schoenfeld during the fiscal year ended December 31, 2002.
Number of Shares Percent of Total Options
Underlying Options Granted to Employees in Exercise Price Expiration
Name Granted Fiscal Year Per Share Date
Dr. David Dalton 2,000,000 67% $0.24 January 1, 2013
Joel Schoenfeld 1,000,000 33% $0.24 January 1, 2013
The following table summarizes for Dr. Dalton and Joel Schoenfeld the total number of shares acquired upon exercise of options during the year ended December 31, 2002, and the value realized (fair market value at the time of exercise less exercise price), the total number of unexercised options, if any, held at December 31, 2002, and the aggregate dollar value of in-the-money, unexercised options, held at December 31, 2002. The value of the unexercised, in-the-money options at December 31, 2002, is the difference between their exercise or base price, and the fair market value of the underlying Common Stock on December 31, 2002. The closing bid price of the Common Stock on December 31, 2002 was $0.04.
Value of Unexercised
Shares Acquired Upon Number of Securities In-The-Money
Exercise of Options Underlying Unexercised Options at
During Fiscal 2002 Options at December 31, 2002 December 31, 2001
Name Number Value Realized Exercisable Unexercisable Exercisable Unexercisable
----
Dr. David Dalton None None None None None None
Joel Schoenfeld None None None None None None
(e) Certain Transactions
On June 30, 2002, Joel Schoenfeld, the former Chief Executive Officer of the Company and former Chairman of the Board of Directors, forgave deferred compensation of $379,150. Also on June 30, 2002, Dr. David Dalton, President and Chief Executive Officer and Director forgave deferred compensation of $50,000. of which I assume is from his $100,000,00 salary
Change in Control
As a result of the acquisition by the Company of Physician and Pharmaceutical Services, Inc. ("PPSI"
on December31,2001, Dr. David Dalton became President, Chief Executive Officer and a Director of the Company and received 2,567,000 shares of common stock and an option to purchase an additional 3,955,000 shares at a purchase price of $0.01 per share, which option he exercised on January 8, 2002 with his personal funds. Following the exercise of the option, Dr. Dalton owned 6, 522,000 shares, over 43% of the outstanding common stock, and became the Company's largest stockholder.
On October 7, 2002, Dr. David Dalton acquired an additional 10,672,500 shares of common stock in exchange for $213,450 of indebtedness relating to advances made by Dr. Dalton from his own personal funds during the first five months of 2002 to fund the Company's working capital needs. As a result of these transactions, Dr. Dalton beneficially owns a total of 17, 194,500 shares, representing over 55% of the outstanding common stock.
Under a voting agreement entered into with certain stockholders of the Company (the "Univec Stockholders" , including the then officers and directors of the Company, in connection with the acquisition of PPSI, the Univec Stockholders agreed to vote their shares in favor of the election to the Board of Dr. Dalton and a designee of Dr. Dalton, and in the event the Company receives a cumulative investment of at least $1,500,000 through Dr. Dalton's relationships and contacts, as such consideration is determined in the good faith discretion of the Board, Dr. Dalton shall have the right to designate two additional members of the Board, one of which would replace an existing Director. Dr. Dalton has not exercised this right to designate Directors for this proxy. Dr. Dalton and the Univec Stockholders also agreed to vote their shares on all other matters in accordance with the recommendation of a majority of the Board. The voting agreement terminates on December 31, 2011, or earlier upon the termination of Dr. Dalton's employment by the Company without due cause or by Dr. Dalton for good reason
Security Ownership and Certain Beneficial Owners and Management
The following table sets forth certain information concerning the beneficial ownership of the Common Stock as of December 31, 2002 by (i) each stockholder known by the Company to be a beneficial owner of more than five percent of the outstanding Common Stock, (ii) each director of the Company,
(iii) the executive officers of the Company named in the Summary Compensation Table, and (iv) all directors and officers as a group. As of December 31, 2002, there were 31,064,808 outstanding shares of Common Stock. Unless otherwise indicated, each person listed has sole investment and voting power with respect to the shares indicated, subject to community property laws, where applicable. For purposes of computing the percentage of outstanding shares held by each person or group of persons named below, any security which such person or group of persons has the right to acquire within 60 days after December 31, 2002 is deemed to be outstanding for the purpose of computing the percentage ownership for such person or persons, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise stated, the address of each person listed is c/o the Company, 22 Dubon Court, Farmingdale, New York 11735.
Amount and Percentage of Common
Nature of Beneficial Stock Beneficially
Name Ownership Owned (1)
Joel and Flora Schoenfeld 4,639,869 (2) 14.94 %
David Dalton 17,694,500 (
56.96 %
Alan H. Gold 1,724,888 (2) (3) 1.13 %
John Frank 1,849,375 (4) 1.14 %
S. Robert Grass 812,501 (5) 1.62 %
Andrew Rosenberg 237,000 (6) *
Richard Mintz 118,000 (7) *
All directors and executive
officers as a group
(8 persons) 27,076,133 (9)(10) 76.15 %
https://www.otcmarkets.com/filing/html?id=211...6fOuPcHJth
DEF 14A 01/14/2003 12/31/2001 PDFRTFHTMLXLS
From this annual meeting if UNVC
DR. DAVID DALTON became our President and Chief Executive Officer on January 1, 2002, concurrent with our acquisition of Physician and Pharmaceutical Services, Inc., a Baltimore based company founded by Dr. Dalton. Dr. Dalton has. over 35 years of experience with the healthcare industry, including 18 years with Rite-Aid where he served as Corporate Vice President. Dr. Dalton founded Health Resources, Inc. in 1983. Health Resources is a pharmacy service provider having contracts with over 50,000 retail pharmacies for billing and payment of prescription orders through plan providers. Dr. Dalton also founded Pharmacy Services, Inc., a pharmacy fulfillment center for correctional and other institutions, with facilities in Maryland, Tennessee and Pennsylvania.
EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION
The following table sets forth the compensation awarded to, earned by or paid to the Company's Chairman and also to the Chief Executive Officer of the Company. These are the only executive officers of the Company whose salary and bonus for the three years ended December 31, 2002 exceeded $100,000.
Annual Compensation Long-Term Compensation
Other Annual Securities
Name and Principal Position Year Salary Compensation Underlying Options
----
Dr. David Dalton 2002 $100,000(1) - 2,000,000 (1)
Chief Executive Officer and 2001 - - -
President (1) 2000 - - -
Joel Schoenfeld, 2002 $ 67,977 (3) - 1,000,000 (4)
Chairman (2) 2001 $261,744 (3) - -
2000 $254,507 (3) - 2,430,000 (5)
(1) Dr. David Dalton became the Company's Chief Executive Officer and President during January 2002. During 2002 he earned a salary of $100,000. His employment agreement granted 2,000,000 common stock options during 2002.
(2) Joel Schoenfeld served as the Company's Chairman of the Board of Directors from the Company's inception until March 1999 and from November 30, 1999 until May 2002, when he retired the Chairman's position due to illness. He served as Chief Executive Officer from the Company's inception until November 30, 1999.
(3) The Company accrued compensation (approximately $50,000 in 2002, $225,132 in 2001 and $204,000 in 2000) expense for Joel Schoenfeld plus benefits, which included a car allowance (approximately $2,783 in 2002, $7,188 in 2001 and $7,193 in 2000) and life/disability/health and car insurance (approximately $15,194 in 2002, $29,424 in 2001 and $43,307 in 2000).
(4) Joel Schoenfeld's employment agreement granted 1,000,000 common stock options during 2002.
(5) Represents the following stock options: (a) options expiring February 13, 2003 to purchase 2,130,000 shares at an exercise price of $.59 per share; and (b) options expiring June 13, 2003 to purchase 300,000 shares at an exercise price of $.675 per share.
(b) EMPLOYMENT AGREEMENTS
Dr. David Dalton serves as Chief Executive Officer of the Company under an employment agreement dated January 1, 2002. Dr. Dalton provides the amount of his time necessary to perform his corporate duties. The agreement provides for a salary of $200,000 per annum, in addition to a bonus at a rate determined by the
5
agreement of Dr. Dalton and the Compensation Committee. On each January 1, during the term of three years, the base salary will be increased by an amount agreed upon by Dr. Dalton and the Compensation Committee. The agreement also provides Dr. Dalton with options to purchase 2,000,000 shares of Common Stock at an exercise price of $.24 per share, with options to purchase 500,000 shares vesting on the first anniversary of the agreement, and options to purchase an additional 41,667 shares vesting each month following the initial vesting date. The unexpired term of the agreement will be extended automatically by one year on each January 1 following the date of the agreement, such that the unexpired term of the agreement will at all times be not less than two years following each extension. The agreement provides for payment by the Company of annual premiums on a term life insurance policy with a face amount of $2 million. The agreement also provides for health and disability benefits, as well as an automobile lease and insurance allowance equal to $24,000 per year. Under the terms of the agreement, Dr. Dalton is entitled to a severance payment equal to his highest annual base salary during the term for the remainder of the term if the agreement is terminated by Dr. Dalton for good reason, or in the event of a change in control of the Company.
(c) OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock options to Dr. David Dalton and Joel Schoenfeld during the fiscal year ended December 31, 2002.
Number of Shares Percent of Total Options
Underlying Options Granted to Employees in Exercise Price Expiration
Name Granted Fiscal Year Per Share Date
Dr. David Dalton 2,000,000 67% $0.24 January 1, 2013
Joel Schoenfeld 1,000,000 33% $0.24 January 1, 2013
The following table summarizes for Dr. Dalton and Joel Schoenfeld the total number of shares acquired upon exercise of options during the year ended December 31, 2002, and the value realized (fair market value at the time of exercise less exercise price), the total number of unexercised options, if any, held at December 31, 2002, and the aggregate dollar value of in-the-money, unexercised options, held at December 31, 2002. The value of the unexercised, in-the-money options at December 31, 2002, is the difference between their exercise or base price, and the fair market value of the underlying Common Stock on December 31, 2002. The closing bid price of the Common Stock on December 31, 2002 was $0.04.
Value of Unexercised
Shares Acquired Upon Number of Securities In-The-Money
Exercise of Options Underlying Unexercised Options at
During Fiscal 2002 Options at December 31, 2002 December 31, 2001
Name Number Value Realized Exercisable Unexercisable Exercisable Unexercisable
----
Dr. David Dalton None None None None None None
Joel Schoenfeld None None None None None None
(e) Certain Transactions
On June 30, 2002, Joel Schoenfeld, the former Chief Executive Officer of the Company and former Chairman of the Board of Directors, forgave deferred compensation of $379,150. Also on June 30, 2002, Dr. David Dalton, President and Chief Executive Officer and Director forgave deferred compensation of $50,000. of which I assume is from his $100,000,00 salary
Change in Control
As a result of the acquisition by the Company of Physician and Pharmaceutical Services, Inc. ("PPSI"
on December31,2001, Dr. David Dalton became President, Chief Executive Officer and a Director of the Company and received 2,567,000 shares of common stock and an option to purchase an additional 3,955,000 shares at a purchase price of $0.01 per share, which option he exercised on January 8, 2002 with his personal funds. Following the exercise of the option, Dr. Dalton owned 6, 522,000 shares, over 43% of the outstanding common stock, and became the Company's largest stockholder. On October 7, 2002, Dr. David Dalton acquired an additional 10,672,500 shares of common stock in exchange for $213,450 of indebtedness relating to advances made by Dr. Dalton from his own personal funds during the first five months of 2002 to fund the Company's working capital needs. As a result of these transactions, Dr. Dalton beneficially owns a total of 17, 194,500 shares, representing over 55% of the outstanding common stock.
Under a voting agreement entered into with certain stockholders of the Company (the "Univec Stockholders"
, including the then officers and directors of the Company, in connection with the acquisition of PPSI, the Univec Stockholders agreed to vote their shares in favor of the election to the Board of Dr. Dalton and a designee of Dr. Dalton, and in the event the Company receives a cumulative investment of at least $1,500,000 through Dr. Dalton's relationships and contacts, as such consideration is determined in the good faith discretion of the Board, Dr. Dalton shall have the right to designate two additional members of the Board, one of which would replace an existing Director. Dr. Dalton has not exercised this right to designate Directors for this proxy. Dr. Dalton and the Univec Stockholders also agreed to vote their shares on all other matters in accordance with the recommendation of a majority of the Board. The voting agreement terminates on December 31, 2011, or earlier upon the termination of Dr. Dalton's employment by the Company without due cause or by Dr. Dalton for good reason Security Ownership and Certain Beneficial Owners and Management
The following table sets forth certain information concerning the beneficial ownership of the Common Stock as of December 31, 2002 by (i) each stockholder known by the Company to be a beneficial owner of more than five percent of the outstanding Common Stock, (ii) each director of the Company,
(iii) the executive officers of the Company named in the Summary Compensation Table, and (iv) all directors and officers as a group. As of December 31, 2002, there were 31,064,808 outstanding shares of Common Stock. Unless otherwise indicated, each person listed has sole investment and voting power with respect to the shares indicated, subject to community property laws, where applicable. For purposes of computing the percentage of outstanding shares held by each person or group of persons named below, any security which such person or group of persons has the right to acquire within 60 days after December 31, 2002 is deemed to be outstanding for the purpose of computing the percentage ownership for such person or persons, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise stated, the address of each person listed is c/o the Company, 22 Dubon Court, Farmingdale, New York 11735.
Amount and Percentage of Common
Nature of Beneficial Stock Beneficially
Name Ownership Owned (1)
Joel and Flora Schoenfeld 4,639,869 (2) 14.94 %
David Dalton 17,694,500 (
56.96 % Alan H. Gold 1,724,888 (2) (3) 1.13 %
John Frank 1,849,375 (4) 1.14 %
S. Robert Grass 812,501 (5) 1.62 %
Andrew Rosenberg 237,000 (6) *
Richard Mintz 118,000 (7) *
All directors and executive
officers as a group
(8 persons) 27,076,133 (9)(10) 76.15 %
(5)
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