SCHEDULE 14A

(RULE 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

 

 

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 §240.14a-12

 

DYNAMIC HEALTH PRODUCTS, INC.


(Name of Registrant as Specified In Its Charter)

 


(Name of Person(s) Filing Proxy Statement, if other than the 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)(4) 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:

 

 


Dynamic Health Products, Inc.

12399 Belcher Road South, Suite 160

Largo, Florida 33773

 

December 15, 2003

 

Dear Stockholder,

 

You are cordially invited to attend the 2003 Annual Meeting of Stockholders (the “Meeting”) of Dynamic Health Products, Inc. (the “Company”). The Meeting will be held January 23, 2004 at 10:00 a.m., Eastern Standard Time, at 6911 Bryan Dairy Road, Suite 210, Largo, Florida 33777.

 

The Notice of the Meeting and the Proxy Statement on the following pages cover the formal business of the Meeting, which includes the election of Directors. We also will report on the progress of the Company and comment on matters of current interest.

 

It is important that your shares be represented at the Meeting. We ask that you promptly sign, date and return the enclosed proxy card in the envelope provided, even if you plan to attend the Meeting. Returning your proxy card to the Company will not prevent you from voting in person at the Meeting if you are present and choose to do so.

 

If your shares are held in street name by a brokerage firm, your broker will supply you with a proxy to be returned to the brokerage firm. It is important that you return the form to the brokerage firm as quickly as possible so that the brokerage firm may vote your shares. You may not vote your shares in person at the Meeting unless you obtain a power of attorney or legal proxy from your broker authorizing you to vote the shares, and you present this power of attorney or proxy at the Meeting.

 

Your Board of Directors and management look forward to greeting you personally at the Meeting.

 

Sincerely,

/s/    Jugal K. Taneja        


Jugal K. Taneja

Chairman of the Board


Dynamic Health Products, Inc.

12399 Belcher Road South, Suite 160

Largo, Florida 33773

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

FRIDAY, JANUARY 23, 2004

 

Notice is hereby given that the 2003 Annual Meeting of stockholders of Dynamic Health Products, Inc. (the “Company”), a Florida corporation, will be held at 6911 Bryan Dairy Road, Suite 210, Largo, Florida 33777, on January 23, 2004, at 10:00 a.m., Eastern Standard Time (the “Meeting”) for the following purposes:

 

  1. To re-elect all of the Directors to serve until the Annual Meeting in 2004 and until their successors are elected and qualified or until their earlier resignation, removal from office or inability to serve;

 

  2. To transact such other business as may properly come before the Meeting or any adjournment thereof.

 

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete description of the matters to be acted upon at the Meeting. The 2003 Annual Report of the Company is also enclosed. Stockholders of record at the close of business on Monday, December 8, 2003 are entitled to receive notice of and to vote at the Meeting and any adjournment thereof.

 

All stockholders are cordially invited to attend the Meeting. Whether or not you expect to attend, please sign and return the enclosed Proxy promptly in the envelope provided to assure the presence of a quorum. You may revoke your Proxy and vote in person at the Meeting, if you so desire. If your shares are held in street name by a brokerage firm, your broker will supply you with a proxy to be returned to the brokerage firm. It is important that you return the form to the brokerage firm as quickly as possible so that the brokerage firm may vote your shares. You may not vote your shares in person at the Meeting unless you obtain a power of attorney or legal proxy from your broker authorizing you to vote the shares, and you present this power of attorney or proxy at the Meeting.

 

Please note that attendance at the Meeting will be limited to stockholders of the Company as of the record date (or their duly authorized representatives). If your shares are held by a bank or broker, please bring to the Meeting your bank or brokerage statement evidencing your beneficial ownership of the Company stock.

 

By Order of the Board of Directors,

/s/    Cani I. Shuman         


Cani I. Shuman

Chief Financial Officer, Secretary, Treasurer and Director

 

Largo, Florida

December 15, 2003


Dynamic Health Products, Inc.

12399 Belcher Road South, Suite 160

Largo, Florida 33773

 

PROXY STATEMENT

 

This Proxy Statement is furnished by the Board of Directors and management of Dynamic Health Products, Inc. (the “Company”) in connection with the solicitation of proxies to be voted at the Company’s 2003 Annual Meeting of Stockholders (the “Meeting”), which will be held at 10:00 a.m., Eastern Standard Time, on Friday, January 23, 2004 at 6911 Bryan Dairy Road, Suite 210, Largo, Florida 33777.

 

The Board of Directors has fixed the close of business on Monday, December 8, 2003 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Meeting. As of December 8, 2003, 12,331,500 shares of the Company’s Common Stock, par value $.01 per share, were issued and outstanding. For the purposes of determining the presence of a quorum at the Meeting, abstentions will be counted toward the number of shares represented at the Meeting and broker non-votes will be disregarded. The stockholders present at the Meeting may continue to transact business until adjournment, notwithstanding the subsequent withdrawal of enough stockholders to leave less than a quorum or the refusal of any stockholder present in person or by proxy to vote or participate in the Meeting.

 

This Proxy Statement and the enclosed form of proxy are first being mailed to stockholders on or about December 22, 2003. All shares represented by valid proxies pursuant to this solicitation (and not revoked before they are exercised) will be voted as specified in the proxy. Each stockholder will be entitled to one vote for each share of Common Stock registered in his or her name on the books of the Company as of the close of business on December 8, 2003, on all matters that come before the Meeting.

 

For purposes of determining the votes cast with respect to any matter presented for consideration at the Meeting, only those votes cast “for” or “against” are included. However, if a proxy is signed but no specification is given, the shares will be voted “FOR” Proposal 1 (to elect the Board’s nominees to the Board of Directors). A stockholder giving a proxy has the right to revoke it by giving written notice of such revocation to the Secretary of the Company at any time before it is voted, by submitting to the Company a duly executed, later dated proxy or by voting the shares subject to such proxy by written ballot at the Meeting. The presence at the Meeting of a stockholder who has given a proxy does not revoke such proxy unless such stockholder files the aforementioned notice of revocation or votes by written ballot.

 

Determination of whether a matter specified in the Notice of Annual Meeting of Stockholders has been approved will be determined as follows. Those persons will be elected directors who receive a plurality of the votes cast at the Annual Meeting in person or by proxy and entitled to vote on the election. Accordingly, abstentions or directions to withhold authority will have no effect on the outcome of the vote. Broker non-votes will be considered shares not present for this purpose and will have no effect on the outcome of the vote. Directions to withhold authority to vote for directors, abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present for the Annual Meeting.

 

The cost of soliciting proxies will be borne by the Company. The solicitation of proxies may be made by mail, telephone, facsimile or telegraph or in person by directors, officers and regular employees of the Company, without additional compensation for such services. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward proxy soliciting material to the beneficial owners of stock held of record by such persons, and the Company will reimburse them for reasonable out of pocket expenses incurred in so doing.


1. RE-ELECTION OF DIRECTORS

 

Six directors are to be elected at the Annual Meeting, each director to hold office until the next Annual Meeting of Stockholders, or until his successor is elected and qualified or until his earlier resignation, removal from office or death. The following six individuals currently serve on the Board of Directors and all have been nominated for re-election:

 

Jugal K. Taneja

Mandeep K. Taneja

Cani I. Shuman

Kotha S. Sekharam

Rakesh K. Sharma, M.D.

Morton L. Stone

 

All of the foregoing nominees have consented to serve as a director, if elected.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RE-ELECTION OF THE FOREGOING NOMINEES AS DIRECTORS.

 

Stockholders may vote for up to six nominees and the six nominees receiving the most votes cast at the Meeting, in person or by proxy, will be elected as Directors. The Stockholders may not vote cumulatively in the election of Directors. In the event any of the nominees should be unable to serve, which is not anticipated, the proxies will be voted for such other person or persons for the office of Director as the Board of Directors may recommend. For further information on Messrs. Jugal K. Taneja, Mandeep K. Taneja, Kotha S. Sekharam, Rakesh K. Sharma, M.D., Morton L. Stone and Ms. Cani I. Shuman, see “Management-Directors and Executive Officers” and “Security Ownership of Management and Others.”

 

MANAGEMENT—DIRECTORS AND EXECUTIVE OFFICERS

 

Directors and Executive Officers

 

The information required by this Section is incorporated herein by reference to the information under the Heading “Item 9. Directors, Executive Officers, Promotors and Control Persons; Compliance with Section 16(a) of the Exchange Act” in the Company’s Annual Report on Form-10KSB for the fiscal year ended March 31, 2003, which was filed with the Securities and Exchange Commission on June 30, 2003.

 

Board of Directors

 

The Board of Directors of the Company held two formal meetings during the fiscal year ending March 31, 2003. The entire Board of Directors functions as a Nominating Committee for recommending to stockholders candidates for positions on the Board of Directors and the Board will consider written recommendations from stockholders for nominations to the Board of Directors in accordance with the procedures set forth in the By-Laws of the Company.

 

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Audit Committee and Audit Committee Report

 

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933 or the Securities Act of 1934 that might incorporate future filings made by the Company under those statutes, the following report shall not be deemed to be incorporated by reference into any prior filings nor future filings made by the Company under those statutes, or to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

 

Currently, the Company’s Audit Committee consists of Messrs. Kotha S. Sekharam, Rakesh K. Sharma, M.D. and Morton L. Stone. Each of the members of the Audit Committee is independent pursuant to Rule 4200(a)(14) of the National Association of Securities Dealers.

 

Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The independent auditors are responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee the Company’s financial reporting activities. The Audit Committee meets with the Company’s independent auditors and reviews the scope of their audit, report and recommendations. The Audit Committee also recommends to the Board of Directors the selection of the Company’s independent auditors. The functions of the Audit Committee are not intended to duplicate or to certify the activities of management and the independent auditors and are in no way designed to supersede or alter the traditional responsibilities of the Company’s management and independent auditors. The Audit Committee’s role does not provide any special assurances with regard to the Company’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the independent auditors. The Audit Committee met one time during the fiscal year ending March 31, 2003.

 

The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended March 31, 2003 with the Company’s management. Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has received the written disclosures and letters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees) and Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), from Brimmer, Burek & Keelan LLP (“BBK”), the Company’s independent auditor for the fiscal year ended March 31, 2003.

 

The Audit Committee has considered the provision of services by BBK, covered in “Audit and Related Fees” below, and has determined that such services are compatible with maintaining their independence from the Company.

 

Respectfully submitted,

The Audit Committee

Kotha S. Sekharam, Ph.D.

Rakesh K. Sharma, M.D.

Morton L. Stone

 

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Audit and Related Fees

 

Audit Fees. The aggregate fees billed by BBK for professional services rendered for the audit of the Company’s annual financial statements for the year ended March 31, 2003 and for reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-QSB during that fiscal year were $15,500.00.

 

Financial Information Systems Design and Implementation Fees. The Company did not engage BBK to provide professional services to the Company regarding financial information systems design and implementation during the fiscal year ended March 31, 2003.

 

All Other Fees. The aggregate fees billed by BBK for services rendered to the Company, other than the services covered in “Audit Fees” and “Financial Information Systems Design and Implementation Fees” for the fiscal year ended March 31, 2003 were $32,092.50, which fees primarily relate to the preparation of the Company’s income tax returns and other tax matters.

 

The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence.

 

Independent Auditors

 

BBK served as the Company’s independent auditors for the fiscal year ended March 31, 2003. The Board of Directors of the Company has not selected independent auditors for the Company and its subsidiaries for the fiscal year ending March 31, 2004. A representative of BBK is expected to be present at the Meeting and will have the opportunity to make a statement and to respond to the appropriate questions.

 

Compensation Committee

 

The Compensation Committee, consisting of Messrs. Kotha S. Sekharam, Rakesh K. Sharma, M.D. and Morton L. Stone, is authorized to exercise all of the powers of the Board of Directors with respect to matters pertaining to compensation and benefits, including, but not limited to, salary matters, incentive/bonus plans, stock option plans, investment programs and insurance plans, and the Committee is authorized to exercise all of the powers of the Board in matters pertaining to employee promotions and the designation and/or revision of employee positions and job titles. The Compensation Committee did not meet during the fiscal year ended March 31, 2003.

 

Compliance with Section 16(a) of the Securities Exchange Act of 1934

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, officers and stockholders of more than 10% of the Company’s Common Stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and any other equity securities of the Company. To the Company’s knowledge, based solely upon a review of forms, reports and certificates furnished to the Company by such persons, all such reports were filed on a timely basis.

 

See “Certain Transactions” for additional information on certain members of management and the board of directors.

 

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SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

 

To the knowledge of the Company, the following table sets forth, as of December 8, 2003, information as to the beneficial ownership of the Company’s voting securities by (i) each person known to the Company as having beneficial ownership of more than 5% of the Company’s voting securities, (ii) each person serving the Company as a director on such date, (iii) each person serving the Company as an executive officer on such date who qualifies as a named executive officer, as defined in Item 402(a)(2) of Regulation S-B under the Securities Exchange Act of 1934, and all of the directors and executive officers of the Company as a group. Except as otherwise indicated, each of the shareholders listed below has sole voting and investment power over the shares beneficially owned.

 

Name and Address of

    Beneficial Owner


   Amount and
Nature of Shares
Beneficially
Owned(1)


   Percentage of
Class(1)


 

Jugal K. Taneja(2)

   4,691,708    38.0 %

Manju Taneja(3)

   1,731,404    14.0 %

William L. LaGamba(4)

   1,740,000    14.1 %

Michele LaGamba(5)

   1,740,000    14.1 %

Mandeep K. Taneja

   1,479,996    12.0 %

Mihir K. Taneja

   1,479,996    12.0 %

Kotha S. Sekharam, Ph.D.(6)

   462,464    3.8 %

Morton L. Stone

   133,332    1.1 %

Cani I. Shuman

   0    *  

Rakesh K. Sharma, M.D.

   0    *  

All Directors and Executive Officers as a group (6 persons)

   6,767,500    54.9 %

* Less than 1%.

 

(1) Based on 12,331,500 shares of Common Stock outstanding. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. To the Company’s knowledge, the persons name in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable, except as indicated in the other footnotes to this table. Unless otherwise indicated, the business address of each of the beneficial owners named above is: c/o Dynamic Health Products, Inc., 12399 Belcher Road South, Suite 160, Largo, FL 33773.
(2) Includes 1,652,740 shares beneficially owned by Manju Taneja, Jugal K. Taneja’s spouse, as to which Mr. Taneja exercises no investment or voting power and disclaims beneficial ownership. Also includes (i) 2,680,304 shares owned by Carnegie Capital, Ltd. and (ii) 280,000 shares owned by First Delhi Family Partnership, Ltd. Mr. Taneja is the general partner of Carnegie Capital, Ltd. and First Delhi Family Partnership, Ltd. As such, Mr. Taneja holds sole voting and investment power with respect to the shares held of record by Carnegie Capital, Ltd. and First Delhi Family Partnership, Ltd.
(3) Includes 78,664 shares beneficially owned by Jugal K. Taneja, as to which Manju Taneja exercises no investment or voting power and disclaims beneficial ownership. Excludes (i) 2,680,304 shares owned by Carnegie Capital, Ltd., and (ii) 280,000 shares owned by First Delhi Family Partnership, Ltd., as to which Mrs. Taneja exercises no investment or voting power and disclaims beneficial ownership.

 

5


(4) Includes 784,000 shares owned by Michele LaGamba, Mr. LaGamba’s spouse, as to which Mr. LaGamba exercises no investment or voting power and disclaims beneficial ownership. Also includes and 504,000 shares held by Mr. LaGamba as custodian for their minor children.
(5) Includes 452,000 shares owned by William L. LaGamba, and 504,000 shares held by Mr. LaGamba as custodian for their minor children, as to which Mrs. LaGamba exercises no investment or voting power and disclaims beneficial ownership.
(6) Includes 40,000 shares owned by Madhavi Sekharam, Dr. Sekharam’s spouse, as to which Dr. Sekharam exercises no investment or voting power and disclaims beneficial ownership.

 

Shares of the common stock of the Company are listed and traded on the OTC Bulletin Board (“OTCBB”) under the symbol “DYHP.”

 

EXECUTIVE COMPENSATION

 

The information required by this Section is incorporated herein by reference to the information under the Heading “Item 10. Executive Compensation” in the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2003, which was filed with the Securities and Exchange Commission on June 30, 2003.

 

CERTAIN TRANSACTIONS

 

The information required by this Section is incorporated herein by reference to the information under the Heading “Item 12. Certain Relationships and Related Transactions” in the Company’s Annual Report on Form 10-KSB for the year ended March 31, 2003, which was filed with the Securities and Exchange Commission on June 30, 2003.

 

2. OTHER BUSINESS

 

The Board of Directors knows of no other matters which are likely to be brought before the Meeting. If any matter not described herein should be presented for Stockholder action at the Meeting, the persons named in the enclosed Proxy will vote the shares represented thereby in accordance with their best judgment.

 

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STOCKHOLDER PROPOSALS FOR

PRESENTATION AT THE 2004 ANNUAL MEETING

 

Any stockholder intending to present a proposal at the 2004 Annual Meeting in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 for inclusion in the Company’s proxy materials for such meeting must, in addition to meeting other applicable requirements under the rules and regulations of the Securities and Exchange Commission and the Company’s By-Laws, submit such proposal to Cani I. Shuman, Secretary, in writing no later than March 30, 2004. The complete By-Law provisions governing stockholder proposals are available to any stockholder without charge upon request from the Secretary of the Company.

 

A copy of the Company’s Annual Report on Form 10-KSB for the year ended March 31, 2003 (the “Annual Report”), including financial statements, accompanies this proxy statement. The Company filed its Annual Report on Form 10-KSB with the Securities and Exchange Commission on June 30, 2003. Stockholders may obtain a copy of this report, without charge, by writing to: Dynamic Health Products, Inc., 6911 Bryan Dairy Road, Suite 210, Largo, Florida 33777.

 

By Order of the Board of Directors,

/s/    Cani I. Shuman        


Cani I. Shuman

Chief Financial Officer, Secretary, Treasurer and Director

 

Dated: December 15, 2003

 

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PROXY

  PROXY

 

DYNAMIC HEALTH PRODUCTS, INC.

 

PROXY FOR ANNUAL MEETING TO BE HELD ON JANUARY 23, 2004

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoints Jugal K. Taneja and Cani I. Shuman, or either or them, as proxies, each with the power to appoint his or her substitute, to represent and to vote all the shares of common stock of Dynamic Health Products, Inc. (the “Company”), which the undersigned would be entitled to vote, at the Company’s Annual Meeting of Stockholders to be held on January 23, 2004 and at any adjournments thereof, subject to the directions indicated on the reverse side hereof.

 

In their discretion, the Proxies are authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof.

 

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.

 

IMPORTANT—This Proxy must be signed and dated on the reverse side.

 

 


THIS IS YOUR PROXY

YOUR VOTE IS IMPORTANT!

 

Dear Stockholder:

 

We cordially invite you to attend the Annual Meeting of Stockholders of Dynamic Health Products, Inc. to be held at 6911 Bryan Dairy Road, Suite 210, Largo, Florida 33777, at 10:00 a.m., Eastern Standard Time.

 

Please read the proxy statement which describes the proposals and presents other important information, and complete, sign and return your proxy promptly in the enclosed envelope.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1

 

1. Election of directors:

 

         Nominees:    For      Withhold

Jugal K. Taneja

   ¨      ¨

Mandeep K. Taneja

   ¨      ¨

Cani I. Shuman

   ¨      ¨

Kotha S. Sekharam

   ¨      ¨

Rakesh K. Sharma, M.D.

   ¨      ¨

Morton L. Stone

   ¨      ¨

 

2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting.

 

If you plan to attend the Annual Meeting please mark this box ¨

 

Dated:                                      , 200         

 

Signature                                                                                                                                                            

 

Name (printed)                                                                                                                                                                    

 

Title                                                                                                                                                                                         

Important: Please sign exactly as name appears on this proxy. When signing as attorney, executor, trustee, guardian, corporate officer, etc., please indicate full title.