SCHEDULE
14A
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
o
Check
the
appropriate box:
|
o
|
Preliminary
Proxy Statement
|
|
o
|
Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
x
|
Definitive
Proxy Statement
|
|
o
|
Definitive
Additional Materials
|
|
o
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Soliciting
Material under Rule 14a-12 [Pursuant to 240.14a-11(c) or
240.14a-12]
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NEW
YORK
HEALTH CARE, INC.
(Name
of
Registrant as Specified in Charter)
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
o
|
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:
|
o
|
Fee
paid previously with preliminary
materials:
|
|
o
|
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 number,
or the
Form or Schedule and the date of its
filing.
|
1)
Amount
Previously Paid:
2)
Form,
Schedule or Registration No.:
3)
Filing
Party:
4)
Date
Filed:
NEW
YORK
HEALTH CARE, INC.
1850
MCDONALD AVENUE
BROOKLYN,
NEW YORK 11223
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE
HELD ON JULY 11, 2008
June
11,
2008
Dear
Stockholders:
You
are
cordially invited to attend the Annual Meeting of the Stockholders of New York
Health Care, Inc. (the "
Company
"),
which
will be held at 10:00 A.M., local time, on July 11, 2008, at the Company’s
office located at 1850 McDonald Avenue, Brooklyn, New York 11223 for the purpose
of:
(1)
electing three (3) directors to serve until the next Annual Meeting of
Stockholders or until their successors are appointed and qualified;
(2)
ratifying the appointment of Holtz Rubenstein Reminick, LLP to serve as the
Company’s independent registered public accounting firm for the year ending
December 31, 2008; and
(3)
conducting such other business as may properly come before the Annual Meeting
and any adjournment thereof.
Only
holders of record of the Company's common stock at the close of business on
May
16, 2008 will be entitled to vote at the Annual Meeting or any adjournment
thereof. Whether or not you plan to attend the Annual Meeting, we ask that
you
complete, sign, date and return the enclosed proxy card in the envelope provided
as promptly as possible. If you attend the Annual Meeting, you may revoke your
proxy if you elect to vote in person. If the address on the accompanying
material is incorrect, please advise our Transfer Agent, Continental Stock
Transfer & Trust Company, in writing, at 17 Battery Place, New York, New
York 10004. Your prompt cooperation will be greatly appreciated.
These
proxy solicitation materials are first being mailed on or about June 11, 2008
to
all stockholders of the Company entitled to vote at the Annual
Meeting.
|
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Very
truly yours,
|
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|
|
|
|
NEW
YORK HEALTH CARE, INC.
|
|
|
|
|
|
By:
/s/Murry Englard
|
|
|
Murry
Englard, Chief Executive Officer
|
NEW
YORK
HEALTH CARE, INC.
1850
MCDONALD AVENUE
BROOKLYN,
NEW YORK 11223
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS
To
the
Stockholders of New York Health Care, Inc.:
The
Annual Meeting of Stockholders of New York Health Care, Inc. (the "
Company
")
will
be held at 1850 McDonald Avenue, Brooklyn, New York 11223 on July 11, 2008
at
10:00 A.M. local time, for the following purpose:
1.
to
elect three (3) directors to serve until the next Annual Meeting of Stockholders
or until their successors are appointed and qualified;
2.
to
ratify the appointment of Holtz Rubenstein Reminick, LLP to serve as the
Company’s independent registered public accounting firm for the year ending
December 31, 2008; and
3.
to
transact such other business as may properly come before the meeting or
adjournment thereof.
Only
holders of record of the Company's common stock at the close of business on
May
16, 2008 will be entitled to notice of and vote at the Annual Meeting and any
adjournment thereof.
|
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By
Order of the Board of Directors
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/s/Murry
Englard
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Murry
Englard, Chief Executive Officer
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June
11,
2008
It
is
important that as many shares as possible be represented at the Annual Meeting.
Therefore, whether or not you plan to attend the Annual Meeting in person,
we
urge that you date, sign and promptly return the proxy card in the enclosed
envelope (which requires no postage if mailed within the United States), or
vote
by telephone or electronically by following the instructions on the enclosed
proxy card. You may revoke your proxy at any time before it has been
voted.
PROXY
STATEMENT
Dated
June 11, 2008
NEW
YORK
HEALTH CARE, INC.
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE
HELD ON JULY 11, 2008
THE
ANNUAL MEETING
This
proxy statement is furnished to the common stockholders of New York Health
Care,
Inc. (the "
Company
")
in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders to be held on Friday,
July
11, 2008, at 10:00 A.M. local time, and at any and all adjournments or
postponements thereof for the purposes set forth in the Notice of Annual Meeting
accompanying this proxy statement. The Annual Meeting will be held at the
Company's executive offices, located at 1850 McDonald Avenue, Brooklyn, New
York
11223. The Company’s telephone number is (718) 375-6700.
REVOCABILITY
OF PROXIES
Any
proxy
given pursuant to this solicitation may be revoked by the person giving it
at
any time before its use by delivering to the Company (sent to the attention
of
the Corporate Secretary) a written notice of revocation or a duly executed
proxy
bearing a later date, or by attending the Annual Meeting and voting in person.
Attendance at the meeting will not, by itself, revoke a proxy.
VOTING
VIA THE INTERNET AND BY TELEPHONE
Stockholders
may vote electronically via the internet or by telephone by following
instructions included with their proxy card. A stockholder not wishing to vote
electronically via the internet or by telephone or whose form does not reference
internet or telephonic voting information should complete and return the
enclosed proxy card. Signing and returning the proxy card or submitting the
proxy via internet or telephone does not affect the right to vote in person
at
the Annual Meeting.
VOTING
AND SOLICITATION
The
solicitation of proxies will be conducted by mail and the Company will bear
all
attendant costs. These costs will include reimbursements paid to brokerage
firms
and others for their expenses incurred in forwarding solicitation material
regarding the Annual Meeting to beneficial owners of the Company's common stock.
The Company may conduct further solicitation personally or telephonically
through its officers, directors and regular employees, none of whom will receive
additional compensation for assisting with the solicitation.
Only
stockholders of record at the close of business on May 16, 2008 are entitled
to
notice of and to vote at the Annual Meeting. As of May 16, 2008, 33,536,757
shares of the Company's common stock were entitled to vote at the Annual
Meeting. On each matter to be considered at the Annual Meeting, stockholders
will be entitled to cast one (1) vote for each share held of record on May
16,
2008. The Company's Restated Certificate of Incorporation and by-laws do not
provide for cumulative voting by stockholders.
A
majority of the shares of common stock entitled to vote will constitute a quorum
for the transaction of business at the Annual Meeting. Directors will be elected
by a plurality of the votes cast. Each other matter to be submitted to a vote
of
the stockholders must receive an affirmative vote of the holders of a majority
of votes cast by holders of shares entitled to vote at the Annual Meeting.
Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum for the transaction of business, but have no legal effect
under New York law. Abstentions and broker non-votes will be counted for
purposes of determining whether a quorum is present at the Annual Meeting for
the transaction of business. Broker non-votes are proxies for brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners (or other persons entitled to vote) on how to vote on a matter
that the brokers or nominees do not have discretionary power to vote upon.
Broker non-votes will not be counted for purposes of determining whether a
proposal has been approved.
The
shares represented by all valid proxies will be voted in accordance with the
specifications therein. Unless otherwise directed in the proxy, the persons
named therein will vote FOR the election of the director-nominees listed in
the
proxy statement to the Board of Directors and FOR ratification of the
appointment of Holtz Rubenstein Reminick, LLP to serve as the Company’s
independent registered public accounting firm for the year ending December
31,
2008. As to any other business which may properly come before the meeting,
the
proxies will be voted in accordance with the best judgment of the persons named
therein. The Company does not presently know of any other such
business.
PROPOSAL
1
ELECTION
OF DIRECTORS
The
Restated Certificate of Incorporation of the Company provides for the Company's
Board of Directors to serve until their successors have been duly elected or
appointed and qualified, or until their death, resignation or removal. The
current directors who are also the nominees for election to the Board of
Directors are listed below.
|
Name
|
Age
|
Position
|
Director
Since
|
|
|
|
|
|
|
Murray
Englard
|
49
|
Director
|
August
2005
|
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
Howard
Berg
|
53
|
Director
|
February
2007
|
|
|
|
|
|
|
Yoram
Hacohen
|
36
|
Director
|
February
2007
|
Murray
Englard was appointed Chief Executive Officer in August 2007. Until such
appointment, Mr. Englard served as acting Chief Executive Officer from November
2006. Mr. Englard is a partner of the accounting firm Harlib, Grossman &
Englard, CPA since January 1996. He was managing partner of Englard &
Company, CPA, P.C. from January 1992 until December 1995 and a partner at
Englard & Company CPA from January 1985 until December 1991. Mr. Englard is
a certified public accountant. He received a B.A. in Accounting from Queens
College in 1980 and attended Bernard Baruch Graduate School of Business
concentrating in finance.
Dr.
Howard Berg, a partner in Specialists in Otolaryngology, LLC since November
2001
and a partner in Short Hills Surgical Center since February 2005, is a
practicing physician in Otolaryngology and Head and Neck Surgery. Dr. Berg
has
served as an attending surgeon at New York Downtown Hospital in New York City
since July 1986 and as an attending surgeon at St. Barnabas Medial Center in
Livingston, New Jersey since July 1996. Dr. Berg has been an Assistant Professor
of Otolaryngology at New York University Medial Center since July 1985 and
participates in the Otolaryngology Surgical Resident Training Program at Mount
Sinai Medical Center.
Since
January 2008, Yoram Hacohen has been a partner in Hacohen Wolf, a law firm
in
Jerusalem, Israel. From January 2007 through December 2007, Mr. Hacohen was
a
partner with the firm Jaffe, Fund & Co., Advocates, in Jerusalem, Israel,
specializing in corporate, commercial and civil law in the fields of
international trade, tax, and real estate. For the preceding five years, Mr.
Hacohen was an independent practitioner in those fields of law. Mr. Hacohen
earned his law degree from London Guildhall University, London, England in
July
1995.
There
is
no family relationship between any director, executive officer, or person
nominated or chosen by the Company to become a director or executive officer.
None of the directors up for election have been convicted in a criminal
proceeding.
The
Company believes that all of the directors, other than Mr. Englard, are
“independent directors” within the meaning of the listing standards of The
NASDAQ Stock Market.
REQUIRED
VOTE
Directors
will be elected by a plurality of the votes cast.
RECOMMENDATION
The
Board
of Directors recommends a vote FOR the election of each of the director-nominees
specified above.
SECURITY
OWNERSHIP OF OFFICERS, DIRECTORS AND STOCKHOLDERS
The
following table sets forth certain information regarding shares of the common
stock beneficially owned as of May 16, 2008 (except as noted below) by (i)
each
person, known to the Company, who beneficially owns more than 5% of the
Company's common stock, (ii) each of the Company directors and nominees for
director, (iii) each of the Named Executive Officers listed in the summary
compensation table and (iv) all directors and executive officers of the Company
as a group:
|
Names
of Beneficial Owners
|
|
|
|
and
Addresses of 5% or
|
Shares
Beneficially
|
Percentage
of
|
|
Greater
Stockholders
|
Owned
|
Stock
Outstanding (1)
|
|
|
|
|
|
Murray
Englard (2)
|
776,483
|
2.29%
|
|
|
|
|
|
Yoram
Hacohen (3)
|
25,000
|
*
|
|
|
|
|
|
Howard
Berg (4)
|
1,514,246
|
4.44%
|
|
|
|
|
|
Stewart
W. Robinson
|
0
|
0
|
|
|
|
|
|
Pinchas
Stefansky (5)
|
2,024,000
|
6.04%
|
|
Hershey
Holdings
|
|
|
|
Leon
House
|
|
|
|
Secretary's
Lane
|
|
|
|
P.O.
Box 450, Gibraltar
|
|
|
|
|
|
|
|
Bernard
Korolnick (6)
|
1,729,208
|
5.16%
|
|
KPT
Partners
|
|
|
|
c/o
Alton Management
|
|
|
|
Splelhof
14A, Postach 536
|
|
|
|
8750
Glarus, Switzerland
|
|
|
|
|
|
|
|
Rivvi
Rose (7)
|
1,950,000
|
5.81%
|
|
Nekavim
Investors
|
|
|
|
1/1
Library Run
|
|
|
|
P.O.
Box 317, Gibraltar
|
|
|
|
|
|
|
|
All
directors and executive
|
|
|
|
officers
as a group (4 persons):
|
2,318,730
|
6.72%
|
(*)
Less
than one percent (1%).
(1)
Based
on 33,536,767 shares of common stock outstanding as of May 16, 2008. The shares
of common stock owned by each person or by the group, and the shares included
in
the total number of shares of common stock outstanding, have been calculated
in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, to reflect the
ownership
of shares issuable upon exercise of outstanding options, warrants or other
common stock equivalents which are exercisable within 60 days of May 16, 2008.
As provided in such Rule, such shares issuable to any holder are deemed
outstanding for the purpose of calculating such holder's beneficial ownership
but not any other holder's beneficial ownership.
(2)
Includes a total number of 20,161 shares issuable upon the exercise of warrants
and 350,000 shares issuable upon the exercise of stock options. Also includes
250,500 shares of common stock owned directly by spouse.
(3)
Includes a total of 25,000 shares issuable upon the exercise of stock
options.
(4)
Includes a total of 100,000 shares issuable upon the exercise of stock options
and
449,192
shares issuable upon the exercise of warrants.
(5)
All
shares are owned of record by Hershey Holdings, of which Mr. Stefansky holds
sole voting and investment power.
(6)
All
shares are owned of record by KPT Partners, of which Mr. Korolnick holds sole
voting and investment power.
(7)
All
shares are owned of record by Nekavim Investors, of which Ms. Rose holds sole
voting and investment power.
EXECUTIVE
OFFICERS
The
persons who currently serve as executive officers of the Company are as
follows:
|
Name
|
Age
|
Position
|
Position
Held Since
|
|
|
|
|
|
|
Murry
Englard (1)
|
49
|
Director
|
August
2005
|
|
|
|
Chief
Executive Officer
|
August
2007
|
|
|
|
|
|
|
Stewart
W. Robinson
|
53
|
Chief
Financial Officer
|
February
2007
|
(1)
Background described above.
Effective
February 5, 2007, Stewart W. Robinson was appointed to serve as the Company’s
Chief Financial Officer on a part-time basis. Since November 1998, Mr. Robinson
has been a partner -in-charge of SEC practice and quality control in the
accounting firm of KBL, LLP and its predecessor. KBL, LLP is a Public Accounting
Oversight Board (“
PCAOB
”)
registered auditing and consulting form concentrating in audits of small public
companies and small to medium size private companies. Mr. Robinson was
previously partner-in-charge of litigation services and SEC auditing at several
New York area accounting firms from 1984 through 1997. Mr. Robinson received
a
B.A. in Accounting from Queens College in 1977, attended Pace University
Graduate School of Business for taxations, and completed business valuation
training at both the American Society of Appraisers and the National Association
of Certified Valuation Analysts. He is a member of the American Institute of
Certified Public Accountants and the New York State Society of Certified Public
Accountants. Mr. Robinson is also registered with the PCAOB under the name
Stewart W. Robinson, CPA.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Not
Applicable.
COMMITTEES
AND ATTENDANCE OF THE BOARD OF DIRECTORS
Currently,
due the fact that the Board is comprised of only three members, the Company
has
no standing committees. The Board believes that it is in the best interests
of
the Company and its stockholders if the Board of Directors as a whole acts
in
the determination and consideration of every matter for which Board
determination, consideration or approval is needed or thought to be
advisable.
POLICY
ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES
OF
INDEPENDENT AUDITOR
The
Audit
Committee of the Board of Directors previously consisted of Murry Englard and
Michael Nafash. Upon Mr. Nafash’s resignation on April 3, 2007, the Audit
Committee was effectively terminated. The Board of Directors as a whole
presently functions as the Audit Committee. The Board of Directors has not
adopted a formal pre-approval policy for audit and non-audit services. However,
the Board had pre-approved all audit, audit-related, tax and other services
provided by Holtz Rubenstein Reminick, LLP prior to the engagement of the firm
to provide these services.
BOARD
MEETINGS
The
Board
of Directors held a total of four meetings during the Company’s fiscal year
ended December 31, 2007, and effected eight actions by unanimous written consent
in lieu of meeting. No director attended fewer than 75% of such meetings.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
The
following table sets forth, for the fiscal years ended December 31, 2007 and
2006, the cash compensation paid by the Company, as well as certain other
compensation paid with respect to those fiscal years, to the Company’s Chief
Executive Officer and to each of the three other most highly compensated
executive officers of the Company and its subsidiary, The BioBalance Corporation
(“
BioBalance
”),
whose
total salary and bonuses for the fiscal year 2007, in all capacities in which
served, was $100,000 or more (collectively, the “
Named
Executive Officers
”):
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($
)
|
Non-
Equity
Incentive
Plan
($)
|
Change
in
Pension
Value
and
Non-Qualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
Murry
Englard (1)
|
2007
|
$44,231
|
$15,000
|
|
$12,000
|
|
|
$41,026
(1)
|
|
Director
and Chief Executive Officer
|
2006
|
-
|
-
|
|
$25,646
|
|
|
$18,000
(1)
|
|
|
|
|
|
|
|
|
|
|
|
Stewart
W. Robinson (2)
|
2007
|
$144,531
|
-
|
|
-
|
|
|
$10,293(2)
|
|
Chief
Financial Officer
|
2006
|
-
|
-
|
|
|
|
|
-(2)
|
|
|
|
|
|
|
|
|
|
|
|
Dennis
O'Donnell (3)
|
2007
|
-
|
|
|
-
|
|
|
-(3)
|
|
Former
President and
Chief
Executive Officer
|
2006
|
$155,769
|
$112,500
|
|
-
|
|
|
$24,444
|
|
(1)
|
Murry
Englard has been a director of the Company since September 2005.
Mr.
Englard was paid director's fees of $1,000 per month from September
2005
through August 2006, increasing to $2,500 per month in September
2006. The
total director's fees paid to Mr. Englard were $35,200 in 2007 and
$18,000
in 2006. Other compensation for Mr. Englard also includes $11,026
in
expense reimbursements. Effective August 1, 2007, the Board appointed
Mr.
Englard as Chief Executive Officer to serve on a part-time basis
at annual
compensation of $100,000.
|
|
(2)
|
Stewart
W. Robinson was appointed effective February 5, 2007 to serve as
the
Company’s Chief Financial Officer on a part-time basis with annual
compensation of $65,000 for between 36 and 45 days of service. By
May 3,
2007, Mr. Robinson had already worked 45 days and was paid up to
the
contract amount. From May 4, 2007 through December 31, 2007, Mr.
Robinson
worked for the Company for 44 more days and was paid at the per-diem
rate
agreed to in the contract. Other compensation for Mr. Robinson includes:
payment for bookkeeping and clerical services ($4,825) provided by
persons
employed by him or KBL, LLP; reimbursement for office related expenses
incurred of $877; reimbursement for software and related training
costs of
$2,340 and; continuing education and related travel costs specifically
related to his position with the company of
$2,251.
|
|
(3)
|
Dennis
O'Donnell became President of BioBalance on November 26, 2003 and
the
Company's Chief Executive Officer on February 24, 2005. On September
9,
2006, Mr. O'Donnell resigned from all of his positions with the Company.
Other Compensation includes $24,444 of medical insurance premiums
paid on
behalf of Mr. O'Donnell in 2006.
|
Employment
Agreements of the Named Executive Officers; Change in Control
Arrangements
The
Company has entered into one compensation agreement with Stewart W. Robinson.
Mr. Robinson was appointed effective February 5, 2007 to serve as the Company’s
Chief Financial Officer on a part-time basis with annual compensation of $65,000
for between 36 and 45 days. By May 3, 2007, Mr. Robinson had already worked
45
days and was paid up to the contract amount.
Mr.
Robinson's responsibilities and duties in connection with the operations of
BioBalance and New York Health Care have increased wherein he worked a total
of
89 days in 2007 and was paid additional compensation above the contract cap
at
the per-diem rate in the contract.
From
May
4, 2007 through December 31, 2007, Mr. Robinson worked for the Company for
approximately 44 more days and was paid at the per-diem rate agreed to in the
contract. All other compensation for Mr. Robinson includes: payment for
bookkeeping and clerical services ($4,825) provided by persons employed by
him
or KBL, LLP; reimbursement for office related expenses incurred of $877;
reimbursement for software and related training costs of $2,340 and; continuing
education and related travel costs specifically related to his position with
the
company of $2,251.
Option/SAR
Grants in 2007
275,000
stock options were granted to the Named Executive Officers and Directors in
2007.
Individual
Grants
|
Name
|
Exercise
Price
Per
Share
($/sh)
|
Expiration
Date
|
Grant
Date
Fair
Value
|
|
Murry
Englard
|
$0.15
|
8/20/2017
|
$12,000
|
|
Howard
Berg
|
$0.13
|
2/28/2017
|
$3,250
|
|
Howard
Berg
|
$0.15
|
8/20/2017
|
$6,000
|
|
Yoram
Hacohen
|
$0.13
|
2/28/2017
|
$3,250
|
Outstanding
Equity Awards at Fiscal Year End
The
following table sets forth, for the Named Executive Officers, unexercised
options; stock that has not vested; and equity incentive plan awards as of
December 31, 2007.
|
Option
Awards
|
|
Stock
Awards
|
|
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not
Vested
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Right That Have Not Vested ($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Murry
Englard
|
35,000
|
None
|
None
|
1.20
|
8/30/2010
|
|
|
|
|
|
|
|
15,000
|
None
|
None
|
0.78
|
1/04/2011
|
|
|
|
|
|
|
|
150,000
|
None
|
None
|
0.37
|
9/20/2016
|
|
|
|
|
|
Stock
Option Exercises and Year End Values
The
following table sets forth, for the Named Executive Officers, the number of
shares covered by stock options as of December 31, 2007, and the value of
“in-the-money” stock options, which represents the positive spread between the
exercise price of a stock option and the market price of the shares subject
to
such option on December 31, 2007. No options were exercised by the Named
Executive Officers in 2007.
|
Name
|
Shares
Acquired on
Exercise
|
Value
Realized
|
Number
of Securities Underlying Unexercised Options/SARs at Fiscal Year-End
Exercisable/Unexercisable
|
Value
of Unexercised In-the-Money Options/SARs at Fiscal Year-End
Exercisable/Unexercisable
|
|
Murry
Englard
|
None
|
None
|
370,161/None
|
None/None
|
Compensation
of Directors
The
directors of the Company receive monthly compensation as follows: Murry Englard,
who has taken on additional responsibilities since September 2006 while serving
as a director in the absence of full-time executive management, receives
director’s fees of $2,500 per month. Prior to September 2006, Mr. Englard
received director compensation of $1,000 per month plus $700 for attendance
at
committee meetings. Michael Nafash served as director from August 31, 2005
through April 3, 2007 and received director compensation of $1,000 per month
plus $700 for attendance at committee meetings through September 2006 and $2,500
per month commencing October 2006 through his resignation on April 3, 2007.
Yoram Hacohen and Howard Berg, who have served as directors since February
2007,
are entitled to directors’ fees of $1,000 per month. Howard Berg receives an
additional $2,000 per month as compensation for his position with the Company
as
non-executive Chairman of Product Development. No other amounts are payable
to
the directors, except for reimbursement for expenses of attending Board
meetings. Except for Mr. Englard, none of the present directors of the Company
is an employee of the Company or its BioBalance subsidiary.
The
Company also issues common stock options or warrants to non-employee directors
from time to time in recognition of their services. In 2007, the Company issued
an aggregate of 275,000 options to directors as follows:
When
Mr.
Hacohen and Dr. Berg were appointed directors in February 2007, they each
received a grant of 25,000 options in consideration for their
services.
When
Mr.
Englard was appointed Chief Executive Officer in August 2007, he received
150,000 options.
In
August
2007, Dr. Berg received 75,000 options in recognition of his appointment
non-executive Chairman of Product Development.
PROPOSAL
2
RATIFICATION
OF INDEPENDENT ACCOUNTANTS
Holtz
Rubenstein Reminick, LLP (“
Holtz
”)
has
acted as the Company's independent auditor for the fiscal years ended from
December 31, 2006 through December 31, 2007. The Board of Directors has not
yet
taken formal action with respect to the appointment of the Company's independent
auditor for the fiscal year ending December 31, 2008. Neither Holtz nor any
of
its members has any relationship with the Company or any of its affiliates
except in the firm's capacity as the Company's auditor. Representatives of
Holtz
are expected to be present at the Annual Meeting, will have an opportunity
to
make a statement if they so desire and will be available to respond to
appropriate questions. The Board appointed Holtz as independent auditors in
2006
and recommends their continuation after careful consideration into the
reputation and capability of Holtz in its field and for the services that the
Company requires. In its determination, the Board considered Holtz’s record of
accomplishment and ability and its knowledge of the Company's
industry.
REQUIRED
VOTE
The
affirmative vote of the holders of a majority of votes cast is required to
ratify the appointment of Holtz to serve as the Company’s independent registered
public accounting firm for the year ending December 31, 2008.
AUDIT
AND AUDIT RELATED FEES
Holtz
audited the Company's financial statements for the fiscal years ended December
31, 2006 and 2007. The following table presents fees for professional audit
services rendered by Holtz for the audit of the Company's annual financial
statements for the years ended December 31, 2006 and 2007:
|
|
|
|
|
|
|
|
|
|
Fiscal
2007
|
|
Fiscal
2006
|
|
|
|
|
|
|
|
|
|
Audit
Fees (1)
|
|
$
|
264,000
|
|
$
|
234,524
|
|
|
|
|
|
|
|
|
|
|
|
Audit-Related
Fees (2)
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Tax
Service Fees (3)
|
|
|
600
|
|
|
48,100
|
|
|
|
|
|
|
|
|
|
|
|
All
Other Fees (4)
|
|
|
45,209
|
|
|
29,000
|
|
(1)
Audit
Fees consist of fees billed for professional services rendered for the audit
of
the Company's consolidated annual financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided in connection with statutory and regulatory filings
or engagements.
(2)
Audit-Related Fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of the
Company's consolidated financial statements and are not reported under "Audit
Fees."
(3)
Tax
Fees consist of fees billed for professional services rendered for tax
compliance, tax advisory and tax planning. These services include assistance
regarding federal, state and local tax compliance and tax planning.
(4)
The
line for All Other Fees for fiscal 2007 and 2006 represents the audit of cost
reports and employee benefit plans performed by Holtz.
RECOMMENDATION
The
Board
of Directors recommends a vote FOR the ratification of the appointment of
Holtz
Rubenstein Reminick, LLP to serve as the Company’s independent registered public
accounting firm for the year ending December 31, 2008
.
______________
SECTION
16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
officers and directors, and persons who own more than ten percent (10%) of
a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and to furnish the Company
with
copies of such reports. Based solely on its review of the copies of such forms
furnished to the Company, the Company believes that during fiscal 2007 all
of
the reporting persons complied with their Section 16(a) filing
obligations.
CODE
OF ETHICS
The
Company has adopted a Code of Ethics for Senior Financial Officers which applies
to the Company’s Chief Executive Officer and Chief Financial and Principal
Accounting Officer. A copy of this Code was filed with the Securities and
Exchange Commission as an exhibit to the Company’s Form 10-K for the fiscal year
ended December 31, 2003.
COMMUNICATIONS
WITH THE BOARD
Stockholders
may communicate with the Board of Directors individually or as a group by
writing to: The Board of Directors of New York Health Care, Inc. c/o Corporate
Secretary, at the Company's executive offices (currently located at: 1850
McDonald Avenue, Brooklyn, New York 11223). Stockholders should identify their
communication as being from a Stockholder of New York Health Care, Inc. The
Corporate Secretary may require reasonable evidence that the communication
or
other submission is made by a Stockholder of New York Health Care, Inc. before
transmitting the communication to the Board of Directors.
CONSIDERATION
OF DIRECTOR NOMINEES
Stockholders
of the Company wishing to recommend candidates for election of directors at
a
meeting of Stockholders at which directors are to be elected must submit their
recommendations in writing to the Company's Secretary, c/o Corporate Secretary,
New York Health Care, Inc., at the Company's executive offices (currently
located at 1850 McDonald Avenue, Brooklyn, New York 11223) within the time
period specified below.
Due
to
the small size of the Board, the Company does not have a standing nominating
committee; these functions are performed by the Board as a whole. The Board
of
Directors will consider nominees recommended by the Company's stockholders
provided that the recommendation contains sufficient information for the Board
of Directors to assess the suitability of the candidate, including the
candidate's qualifications. Candidates recommended by stockholders that comply
with these procedures will receive the same consideration that candidates
recommended by the Board receive. Each recommendation for nomination is required
to set forth:
(a)
the
name and address of the stockholder making the nomination and the person or
persons nominated;
(b)
a
representation that the stockholder is a holder of record of capital stock
of
the Company entitled to vote at such a meeting and intends to appear in person
or by proxy at the meeting to vote for the person or persons
nominated;
(c)
a
description of all arrangements and understandings between the stockholder
and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination was made by the stockholder;
(d)
such
other information regarding each nominee proposed by such stockholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the SEC had the nominee been nominated by the Board of Directors;
and
(e)
the
consent of each nominee to serve as a director of the Company if so elected
to
also include information regarding the recommended candidate relevant to a
determination of whether the recommended candidate would be barred from being
considered independent under NASD Marketplace Rule 4200 or, alternatively,
a
statement that the recommended candidate would not be so barred. A nomination,
which does not comply with the above requirements or is not submitted within
the
time period specified below will not be considered.
The
qualities and skills sought in prospective members of the Board are determined
by the Board and generally require that director candidates be qualified
individuals who, if added to the Board, would provide the mix of director
characteristics, experience, perspectives and skills appropriate for the
Company. Criteria for selection of candidates include, but are not be limited
to: (i) business and financial acumen, as determined by the Board in its
discretion, (ii) qualities reflecting a proven record of accomplishment and
ability to work with others, (iii) knowledge of the Company's industry, (iv)
relevant experience and knowledge of corporate governance practices, and (v)
expertise in an area relevant to the Company. Such persons should not have
commitments that would conflict with the time commitments of a Director of
the
Company.
DEADLINE
AND PROCEDURES FOR SUBMITTING BOARD NOMINATIONS AND STOCKHOLDER
PROPOSALS
Stockholders
who wish to submit proposals pursuant to Rule 14a-8 of the Securities and
Exchange Act of 1934, as amended, for inclusion in the Proxy Statement for
the
Company’s 2009 Annual Meeting must submit same to the Company, attention:
Corporate Secretary, at the Company’s principal office located at 1850 McDonald
Avenue, Brooklyn, New York 11223 no later than January 31, 2009.
In
addition to the above, stockholders are advised to review the Company’s bylaws,
as the same may be amended from time to time, for additional requirements and
deadlines applicable to the submission of stockholder proposals, including,
but
not limited to, proposals relating to the nomination of one or more candidates
for election to the Company’s Board of Directors.
OTHER
MATTERS
The
Board
of Directors knows of no other business that will be presented at the Annual
Meeting. If any other matter properly comes before the meeting, the persons
named in the enclosed proxy card will vote the shares represented thereby in
accordance with their judgment in such matters.
ANNUAL
REPORT
A
copy of
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2007 is being mailed concurrently with this Proxy Statement. A copy of the
Company’s Annual Report is also available without charge upon written request
to: New York Health Care, Inc., 1850 McDonald Avenue, Brooklyn, New York 11223,
attention: Corporate Secretary.
New York Health Care (CE) (USOTC:BBAL)
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New York Health Care (CE) (USOTC:BBAL)
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