Lanvision Systems, Inc. DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
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)) |
þ
Definitive Proxy Statement |
o
Definitive Additional Materials |
o
Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12 |
o
Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2) |
LANVISION SYSTEMS, 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):
|
|
þ |
No fee required. |
|
o |
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: |
|
|
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 statement number, or the form or schedule
and the date of its filing. |
|
|
(1) |
Amount Previously Paid: |
|
|
(2) |
Form, Schedule or Registration Statement No.: |
TABLE OF CONTENTS
LANVISION SYSTEMS, INC.
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2006
To the Stockholders of LanVision Systems, Inc.:
You are cordially invited to attend the Annual Meeting of the
Stockholders of LanVision Systems, Inc. to be held on
May 24, 2006, at 9:30 a.m., Eastern Time, at the
offices of LanVision Systems, Inc., 10200 Alliance Road,
Suite 200, Cincinnati, Ohio 45242-4716, for the following
purposes:
|
|
|
|
1. |
Election of four directors each to hold office until a successor
is duly elected and qualified at the 2007 Annual Meeting of
Stockholders or otherwise or until any earlier removal or
resignation; |
|
|
2. |
To approve an amendment to the Companys Certificate of
Incorporation to change the corporation name to Streamline
Health Solutions, Inc. |
|
|
3. |
To transact any and all other business that may properly come
before the meeting or any adjournment thereof. |
Only stockholders of record at the close of business on
April 3, 2006 will be entitled to notice of, and to vote
at, the Annual Meeting and any adjournment thereof.
|
|
|
By Order of the Board of Directors |
|
|
Paul W. Bridge, Jr. |
|
Chief Financial Officer & Secretary |
Cincinnati, Ohio
April 7, 2006
IMPORTANT
A proxy statement and proxy are submitted herewith. As a
stockholder, you are urged to complete and mail the proxy
promptly whether or not you plan to attend the Annual Meeting in
person. The enclosed envelope for the return of the proxy
requires no postage if mailed in the USA. Stockholders of record
attending the meeting may personally vote on all matters that
are considered in which event the signed proxies are revoked. It
is important that your shares be voted. In order to avoid the
additional expense to the Company of further solicitation, we
ask your cooperation in mailing your proxy promptly.
LANVISION SYSTEMS, INC.
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of
Directors (Board) of LanVision Systems, Inc., a
Delaware corporation (Company or
LanVision), for use at the 2006 annual meeting of
stockholders of the Company (Annual Meeting). The
Annual Meeting will be held on May 24, 2006 at
9:30 a.m., Eastern Time, or any adjournment thereof, for
the purposes set forth in the accompanying Notice of Annual
Meeting. The Annual Meeting will be held at the offices of
LanVision Systems, Inc., 10200 Alliance Road, Suite 200,
Cincinnati, Ohio 45242-4716. All holders of record of the
Companys common stock, par value $.01 per share
(Common Stock), on April 3, 2006, the record
date, will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on the record date, the
Company had 9,169,708 shares of Common Stock outstanding
and entitled to vote. A majority, or 4,584,855, of these shares
of Common Stock will constitute a quorum for the transaction of
business at the Annual Meeting.
The proxy card, this Proxy Statement, and the Companys
fiscal year 2005 Annual Report on
Form 10-K will be
mailed to stockholders on or about April 14, 2006.
Voting Rights and Solicitation of Proxies
Stockholders are entitled to one vote for each share of Common
Stock held. Shares of Common Stock may not be voted cumulatively.
The shares represented by all properly executed proxies which
are timely sent to the Company will be voted as designated and
each proxy not designated will be voted affirmatively. Any
person signing a proxy in the form accompanying this Proxy
Statement has the power to revoke it at any time before the
shares subject to the proxy are voted by notifying the Corporate
Secretary of the Company in writing or by attendance at the
meeting and voting in person.
The expense of printing and mailing proxy materials will be
borne by the Company. In addition to the solicitation of proxies
by mail, solicitation may be made by certain directors,
officers, and other employees of the Company by personal
interview, telephone, or facsimile. No additional compensation
will be paid for such solicitation. The Company will request
brokers and nominees who hold shares of Common Stock in their
names to furnish proxy materials to beneficial owners of the
shares and will reimburse such brokers and nominees for the
reasonable expenses incurred in forwarding the materials to such
beneficial owners.
The Companys bylaws provide that the holders of a majority
of all of the shares of Common Stock issued, outstanding, and
entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business
at the Annual Meeting. Shares that are voted FOR,
AGAINST or WITHHELD, as applicable, with
respect to a matter are treated as being present at the meeting
for purposes of establishing a quorum and are also treated as
shares entitled to vote at the Annual Meeting with respect to
such matter. If a broker, bank, custodian, nominee, or other
record holder of shares indicates on a proxy that it does not
have the discretionary authority to vote certain shares on a
particular matter (broker non-vote), then those
shares will not be considered entitled to vote with respect to
that matter, but will be counted in determining the presence of
a quorum.
All shares represented by valid proxies received prior to the
Annual Meeting will be voted and, where a stockholder specifies
by means of the proxy how the shares are to be voted with
respect to any matter to be acted upon, the shares will be voted
in accordance with the specification so made. If the stockholder
fails to so specify, except for broker non-votes, the shares
will be voted FOR the election of the Boards
nominees as directors and FOR the amendment to the
Companys Certificate of Incorporation to change the
corporation name to Streamline Health Solutions, Inc.
1
J. Brian Patsy, a director and the co-founder of LanVision,
and the three other directors of the Company, and the named
executive officers, together beneficially own
1,265,498 shares of Common Stock. Messrs. Patsy, Levy,
Phillips, and VonderBrink, have each indicated that they intend
to vote for the election of all those nominated by the Board for
election as directors and for the change in the Company name to
Streamline Health Solutions, Inc. For information regarding the
ownership of Common Stock by holders of more than five percent
of the outstanding shares and by the management of the Company,
see Stock Ownership by Certain Beneficial Owners and
Management.
In accordance with Delaware law, a list of stockholders entitled
to vote at the Annual Meeting will be available at the Annual
Meeting at the offices of LanVision Systems, Inc., 10200
Alliance Road, Suite 200, Cincinnati, Ohio 45242-4716, on
May 24, 2006, and for ten days prior to the Annual Meeting,
between the hours of 9:00 a.m. and 4:00 p.m. Eastern
Time, at the office of the Company.
PROPOSAL 1 ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect four
directors, comprising the entire membership of the Board, each
to hold office until a successor is duly elected and qualified
at the 2007 annual meeting of stockholders of the Company or
otherwise or until any earlier resignation or removal. Shares
represented by the accompanying proxy will be voted for the
election of the four nominees recommended by the Board, unless
the proxy is marked in such a manner as to withhold authority to
vote. All nominees standing for reelection are currently serving
as members of the Board and have consented to continue to serve.
If any nominee for any reason is unable to serve or will not
serve, the proxies may be voted for such substitute nominee as
the proxyholder may determine. The Company is not aware of any
nominee who will be unable or unwilling to serve as a director.
LanVision has not implemented a formal policy regarding director
attendance at the Annual Meeting. Typically, the Board holds its
annual organizational meeting directly following the Annual
Meeting, which results in most directors being able to attend
the Annual Meeting. All four current directors attended the 2005
Annual Meeting and it is the current expectation that all
Directors standing for reelection will attend the 2006 Annual
Meeting.
Provided a quorum is duly constituted at the Annual Meeting, the
affirmative vote by the holders of a plurality of the shares of
Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote on the election of directors
is required to approve the election of directors. A broker
non-vote and a withheld vote are not counted for purposes of
electing the directors and will have no effect on the election.
The Companys Chief Financial Officer, will serve as the
inspector of election for the election of the directors and the
vote on the Company name change.
Nominees For Election As Directors
The following incumbent directors are being nominated by the
Board for reelection to the Board: Richard C.
Levy, M.D., J. Brian Patsy, Jonathan R. Phillips, and
Edward J. VonderBrink.
Richard C. Levy, age 59, was appointed to the Board
in January 2001. He currently serves as a Professor at the
University of Cincinnati, a position that he has held since
1984, and where he was the founding Chairman of the Department
of Emergency Medicine. Dr. Levy is President of Medical
Reimbursement, Inc., a privately held physician reimbursement
company that he founded in 1984. He also serves as Chief
Financial Officer of Vanguard Medical, Inc., a specialty
practice group.
J. Brian Patsy, age 54, is a co-founder of the
Company and has served as President and Director of the Company
or its predecessor since the Companys or its
predecessors inception in October, 1989. Mr. Patsy
was appointed Chairman of the Board and Chief Executive Officer
in March 1996. Mr. Patsy has over 32 years of
experience in the information technology industry.
Jonathan R. Phillips, age 33, is the founder of
Healthcare Growth Partners, Inc., a provider of strategic and
financial advisory services to healthcare technology companies.
He has served as the President and Chief Executive Officer since
its founding in 2005. Prior to founding Healthcare Growth
Partners, Mr. Phillips was a member of the Healthcare
Investment Banking Group at William Blair and Company, LLC,
where he
2
provided financial advisory services to healthcare growth
companies in the areas of mergers and acquisitions and equity
offerings, including initial public offerings, secondary
offerings and private placements. At William Blair,
Mr. Phillips was a Vice President from 2002 to 2005 and an
Associate from 2000 to 2001. Prior to William Blair, he served
in various roles in the healthcare practice of Deloitte
Consulting for more than four years where he provided strategic
consulting to healthcare providers and other organizations.
Edward J. VonderBrink, CPA, age 61, is the retired
Southeast Area Managing Partner of Grant Thornton LLP, Certified
Public Accountants. Mr. VonderBrink began his career with
Grant Thornton in 1967, became a partner in 1977, and served in
such capacity until his retirement in 1999. He then became
Director of the Entrepreneurial Center of Xavier University, in
Cincinnati, OH from 2000 to 2004. He is currently an independent
consultant to closely held businesses with emphasis on strategic
planning.
The Board recommends a vote FOR the election of
each of the nominees.
There are no family relationships among any of the above named
nominees for director or among any of the nominees and any
executive officers of the Company.
Director Compensation
The Company currently pays each of the independent Directors
fees of: (i) an annual retainer of $5,000, (ii) $1,000
for each regularly scheduled Board meeting attended, and
(iii) $1,000 per day for each special meeting or
committee meeting attended on days when there are no Board
meetings. Mr. Patsy is an officer of the Company and is not
separately compensated as a director of the Company.
One non-employee member of the Board participates in the
Companys 1996 Non-Employee Directors Stock Option Plan
(the Directors Plan) and, all three non-employee
members of the Board participate in the 2005 Incentive
Compensation Plan (the 2005 Plan). The Directors
Plan provided for the granting of non-qualified stock options to
directors who were not employees of the Company to enable the
Company to attract and retain high quality non-employee
directors. Currently, 15,000 options have been granted under the
Directors Plan to Dr. Levy. No additional options can be
granted under the Directors Plan. The 2005 Plan provides for the
granting of non-qualified stock options to directors who were
not employees of the Company to enable the Company to attract
and retain high quality non- employee directors. Currently,
10,000 options have been granted under the 2005 Plan to
Dr. Levy, 15,000 options to Mr. Phillips, and 15,000
options to Mr. VonderBrink.
Each independent Director will be granted 15,000 Nonqualified
Stock Options upon first being appointed or elected to the
Board. Incumbent directors will be granted 10,000 Nonqualified
Stock Options annually. These options are to be awarded pursuant
to the Companys 2005 Incentive Compensation Plan.
LanVision has provided liability insurance for its directors and
officers since 1996. The current policies expire on
April 26, 2006. The annual cost of this coverage is
approximately $94,200. Upon expiration, the current policies
will be renewed or replaced with at least equivalent coverage.
Communications with the Board of Directors
Stockholders may communicate with the Board of Directors,
including the management director, by sending a letter to
LanVision Systems, Inc. Board of Directors, c/o Corporate
Secretary, 10200 Alliance Road, Suite 200, Cincinnati, OH
45242-4716. All communications directed to the Board of
Directors will be transmitted promptly to all of the directors
without any editing or screening by the Corporate Secretary.
Board of Directors Meetings and Committees
The Board met seven times during fiscal year 2005 and approved
actions by unanimous written consent five times. Standing
committees of the Board currently include an audit committee and
a compensation committee.
The Board does not have a nominating committee as the Board of
Directors has determined that it is not necessary and would have
no direct benefit, at this time, because of the small size of
the Company. All
3
nominees for election of directors at the 2006 Annual Meeting
were nominated by the unanimous consent of the current Board,
including all of the independent Directors. The Board does not
have a formal policy for the consideration of Director
Candidates. The Board is considering, at this time, increasing
the number of directors to the Board of Directors. However, no
decision has been made.
In fiscal year 2005, all current directors attended all meetings
of the Board and all committee meetings of the committees on
which such directors served during the period for which each
such director has been a director. Accordingly, all directors
attended more than 75% of such meetings.
The independent directors, Messrs. VonderBrink (Chairman),
Phillips, and Levy, are presently the members of the Audit
Committee. The Audit Committee met separately as a committee two
times during fiscal year 2005. The Audit Committee also met as
part of the whole Board of Directors to review each of the
Companys quarterly and annual financial statements filed
on Form 10-Q or
Form 10-K with
management, prior to the filing of those reports with the
Securities and Exchange Commission and the Audit Committee
Chairman separately discusses the Companys financial
reports with the auditors on a regular basis before such reports
are filed with the Securities and Exchange Commission. The Audit
Committees functions include the engagement of the
Companys independent auditors, review of the results of
the audit engagement and the Companys financial results,
review of the Companys financial statements by the
independent auditors and their opinion thereon, review of the
auditors independence, review of the effectiveness of the
Companys internal controls and similar functions and
approval of all auditing and non-auditing service performed by
the independent auditors for the Company. The Board of Directors
has determined that Mr. VonderBrink is an audit committee
financial expert for the Company and Dr. Levy,
Mr. Phillips and Mr. VonderBrink are independent as
that term is currently defined in The Nasdaq Stock Market, Inc.
Marketplace Rules.
The Audit Committee has established procedures through which
confidential complaints may be made by employees, directly to
the Chairman of the Audit Committee, regarding: illegal or
fraudulent activity; questionable accounting, internal controls
or auditing matters; conflicts of interest, dishonest or
unethical conduct; disclosures in the Companys Securities
and Exchange Commission filings that are not accurate;
violations of LanVisions Code of Conduct and Ethics; or
any other matters.
The independent directors, Messrs. Levy (Chairman),
Phillips, and VonderBrink, are presently the members of the
Compensation Committee. The Compensation Committee met two times
during fiscal year 2005. The Compensation Committee reviews the
performance of and establishes the salaries and all other
compensation of the Companys executive officers. The
Compensation Committee also administers the Companys 2005
Incentive Compensation Plan and is responsible for recommending
grants of Equity Awards under the plan, subject to the approval
of the Board.
The independent directors of the Board periodically meet in
executive session as part of regularly scheduled Board Meetings
and no presiding director has been designated to conduct the
Executive Sessions.
Code of Conduct and Ethics
The Board of Directors has adopted the LanVision, Systems, Inc.
Code of Conduct and Ethics which applies to all directors,
officers, (including its chief executive officer, chief
operating officer chief financial officer, controller, and any
person performing similar functions) and employees. The Company
has made the Code of Conduct and Ethics available on its web
site at http//www.lanvision.com.
4
PROPOSAL 2 APPROVAL OF AMENDMENT OF THE
CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
STREAMLINE HEALTH SOLUTIONS, INC.
Background
LanVision Systems, Inc. and its wholly-owned subsidiary,
LanVision, Inc., have operated under the LanVision name since
their inception. The LanVision name initially reflected the
Companys original concept of creating an enterprise wide
electronic medical record that could be accessed by authorized
personnel through the hospital or other healthcare
institutions intranet. Subsequently, the Company expanded
its product and service offerings in a variety of ways,
including the offering of software solutions that streamline
healthcare processes that allow information to flow seamlessly
throughout an organization. The Company anticipates that it will
continue to expand into new areas of workflow and document
management solutions that address business process improvement
initiatives throughout the hospital enterprise.
In February 2005, the Company adopted Streamline
Health as its doing business (d/b/a) name but retained
LanVision Systems, Inc as its legal corporate name.
The name Streamline Health was selected after
extensive research and study on the Companys philosophy,
mission and target markets. Management believed that the name
change would position the Company for enhanced growth in the
healthcare marketplace and would allow the Company to capitalize
on its specialties. In conjunction with the adoption of
Streamline Health as the Companys doing
business name, the Company also adopted a new logo and created a
new website located at www.streamlinehealth.net.
Having operated under the Streamline Health doing
business name for over a year, the Companys Board of
Directors and management have determined that the use of the new
name has been successful and has helped the Company establish a
stronger brand within its industry. Accordingly, for the reasons
set forth above, the Board of Directors has approved, subject to
stockholder approval, an amendment to the Companys
Certificate of Incorporation to change the name of the Company
to Streamline Health Solutions, Inc.
Effect of the Amendment
Attached to this Proxy Statement as Exhibit 1 is the
proposed amendment to the Companys Certificate of
Incorporation with respect to the name change. Stockholders are
urged to review Exhibit 1 in considering the amendment.
If the amendment is approved by stockholders, the effective date
of the amendment to change the Companys legal corporate
name will be the date that the amendment to the Certificate of
Incorporation is filed with the Delaware Secretary of State. The
Company expects to file such amendment promptly following the
Annual Meeting if the amendment is approved by stockholders.
Changing the name of the Company will not have any effect on the
rights of existing stockholders. The proposed name change will
not affect the validity or transferability of currently
outstanding stock certificates, and stockholders will not be
requested to surrender for exchange any stock certificates they
hold. The effect of the change will communicate to all
interested parties, including potential stockholders, more
accurately the nature of the products and services being offered
by the Company.
Vote Required and Board of Directors Recommendation
The affirmative vote of two thirds of the outstanding shares of
Common Stock is required for approval of this proposal.
Abstentions and broker non-votes will be counted as present for
purposes of determining if a quorum is present but will have the
same effect as a negative vote on the proposal.
The Board unanimously recommends that the stockholders vote
FOR approval of the amendment to the Companys
Certificate of Incorporation to change the name of the Company
to Streamline Health Solutions, Inc.
5
STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information, as of
April 3, 2006, with respect to the beneficial ownership of
Common Stock by: (i) each stockholder known by the Company
to be the beneficial owner of more than 5% of Common Stock;
(ii) each director and each nominee for director;
(iii) each Named Executive Officer listed in the Summary
Compensation Table; and (iv) all directors and current
executive officers as a group.
|
|
|
|
|
|
|
|
|
|
|
|
Shares | |
|
|
|
|
Beneficially | |
|
Percent | |
Name and Address of Beneficial Owner |
|
Owned1 | |
|
of Class2 | |
|
|
| |
|
| |
The HillStreet Fund,
L.P.3
|
|
|
750,000 |
|
|
|
7.6 |
% |
|
300 Main Street
Cincinnati, Ohio 45202 |
|
|
|
|
|
|
|
|
Eric S. Lombardo
|
|
|
1,860,000 |
|
|
|
20.3 |
% |
|
7173 Royalgreen Drive
Cincinnati, Ohio 45244 |
|
|
|
|
|
|
|
|
Sharon B.
Patsy4
|
|
|
1,139,600 |
|
|
|
12.4 |
% |
|
5019 Parkview Court
Centerville, OH 45458 |
|
|
|
|
|
|
|
|
J. Brian
Patsy5
|
|
|
1,139,600 |
|
|
|
12.4 |
% |
|
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716 |
|
|
|
|
|
|
|
|
Richard C.
Levy, M.D.6
|
|
|
45,000 |
|
|
|
* |
|
Jonathan R. Phillips
|
|
|
3,000 |
|
|
|
* |
|
Edward J. VonderBrink
|
|
|
7,500 |
|
|
|
* |
|
William A.
Geers7
|
|
|
70,333 |
|
|
|
* |
|
Paul W. Bridge,
Jr.8
|
|
|
152,838 |
|
|
|
1.65 |
% |
Donald E. Vick,
Jr.9
|
|
|
50,892 |
|
|
|
* |
|
All current directors and executive officers as a group
(7 persons)
|
|
|
1,469,163 |
|
|
|
15.7 |
% |
|
|
* |
Represents less than 1%. |
|
|
1 |
Unless otherwise indicated below, each person listed has sole
voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where
applicable. For purposes of this table, shares subject to stock
options or warrants are considered to be beneficially owned if
by their terms they may be exercised as of the date of mailing
of this Proxy Statement or if they become exercisable within
sixty days thereafter. |
|
2 |
These percentages assume the exercise of certain currently
exercisable stock options and warrants. |
|
3 |
Registrant, in 1998, issued a warrant to
purchase 750,000 shares of Common Stock of the Company
at $3.87 per share in connection with obtaining a loan from
HillStreet. The Loan has been repaid but the warrant remains
outstanding and can be exercised at any time through
July 16, 2008. |
|
4 |
Mrs. Patsy disclaims beneficial ownership of the shares
owned by Mr. Patsy. |
|
5 |
Mr. Patsy disclaims beneficial ownership of the shares
owned by Mrs. Patsy. |
|
6 |
Includes 30,000 shares owned by Dr. Levy and
15,000 shares that are issuable upon the exercise of
currently exercisable options. |
|
7 |
Includes 70,333 shares that are exercisable by
Mr. Geers upon the exercise of currently exercisable
options. Mr. Geers was appointed an executive officer of
the Company in December 2004. See Executive
Compensation Employment Agreements. |
|
8 |
Includes 45,000 shares held in trust for the benefit of
Mr. Bridges wife of which Mr. Bridge is a
contingent beneficiary of the trust, 1,600 shares held in
trust for the benefit of Mr. Bridge, 17,572 shares,
which were acquired through participation in the 1996 Employee
Stock Purchase Plan and are held of record by Mr. and |
6
|
|
|
Mrs. Bridge as joint tenant in common with the right of
survivorship, and 88,666 shares that are issuable upon the
exercise of currently exercisable options. Mr. Bridge may
be deemed to be the beneficial owner of all such shares and
shares investment power with Mrs. Bridge with respect to
17,572 shares. Mr. Bridge was appointed an executive
officer of the Company in January 2001. See Executive
Compensation Employment Agreements. |
|
9 |
Includes 16,226 shares held of record by Mr. and
Mrs. Vick as joint tenant in common with the right of
survivorship, 5,000 shares held by Mr. Vick as
custodian for his minor children, and 29,666 shares that
are issuable upon the exercise of currently exercisable stock
options. Mr. Vick may be deemed to be the beneficial owner
of 16,226 and shares investment power with Mrs. Vick may be
deemed to be the beneficial owner of the 5,000 shares as
custodian and has investment power with respect to the
5,000 shares for which he is custodian. Mr. Vick was
appointed an executive officer of the Company in February 2002.
See Executive Compensation Employment
Agreements. |
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table is a summary of certain information
concerning the compensation earned during the last three fiscal
years by the Companys Chief Executive Officer and the
Companys three other current executive officers. These
four individuals are collectively referred to herein as the
Named Executive Officers.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term | |
|
|
|
|
|
|
|
|
Compensation | |
|
|
|
|
|
|
Annual Compensation | |
|
| |
|
|
|
|
|
|
| |
|
Stock Options/ | |
|
All Other | |
|
|
|
|
Salary1 | |
|
Bonus | |
|
Other2 | |
|
SARs Granted3 | |
|
Compensation4 | |
Name and Principal Position9 |
|
Year | |
|
($) | |
|
($) | |
|
($) | |
|
(#) | |
|
($) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
J. Brian
Patsy5
|
|
|
2005 |
|
|
|
232,875 |
|
|
|
152,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman of the Board, Chief |
|
|
2004 |
|
|
|
225,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer and President |
|
|
2003 |
|
|
|
225,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William A.
Geers6
|
|
|
2005 |
|
|
|
190,000 |
|
|
|
108,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President Product Development |
|
|
2004 |
|
|
|
170,775 |
|
|
|
15,000 |
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
and Chief Operating Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul W.
Bridge, Jr.7
|
|
|
2005 |
|
|
|
163,005 |
|
|
|
65,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer, Treasurer |
|
|
2004 |
|
|
|
148,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Secretary |
|
|
2003 |
|
|
|
143,000 |
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
Donald E.
Vick, Jr.8
|
|
|
2005 |
|
|
|
89,983 |
|
|
|
32,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controller and Assistant Treasurer |
|
|
2004 |
|
|
|
86,940 |
|
|
|
9,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Assistant Secretary |
|
|
2003 |
|
|
|
84,000 |
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
|
|
1 |
All amounts include amounts contributed by the officers to the
Companys 401(k) plan. There was no Company contribution to
the plan in any years reported. |
|
2 |
Does not include perquisites and other personal benefits, the
aggregate amount of which with respect to each of the Named
Executive Officers does not exceed the lesser of $50,000 or 10%
of the total salary and bonus reported for that year. |
|
3 |
All amounts reflect options to purchase Common Stock. |
|
4 |
Term life insurance premiums were paid by the Company for the
benefit of each Named Executive Officer, but only to the extent
that the Company paid such premiums for all of its employees. |
|
5 |
For additional information on Mr. Patsy see Nominees for
Election as Directors. |
|
6 |
Mr. Geers is 52 years old and was appointed an
executive officer in December 2004; prior thereto he served as
Vice President Product Development. |
|
7 |
Mr. Bridge is 62 years old and was appointed an
executive officer in January 2001; prior thereto he served as
the Company Controller. |
7
|
|
8 |
Mr. Vick is 42 years old and was appointed an
executive officer in February 2002; prior thereto he served as
the Company Assistant Controller. |
|
9 |
All officers serve at the pleasure of the Board of Directors and
are appointed annually to their current positions. |
Stock Options
The following table sets forth information concerning the grant
of stock options to each of the Named Executive Officers in
fiscal year 2005.
Option/ SAR Grants in Last Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Realizable | |
|
|
|
|
|
|
|
|
|
|
Value at Assumed | |
|
|
Number of | |
|
|
|
|
|
|
|
Annual Rates of | |
|
|
Shares | |
|
|
|
|
|
|
|
Stock Price | |
|
|
Underlying | |
|
% of Total | |
|
|
|
|
|
Appreciation for | |
|
|
Options/ | |
|
Options/SARs | |
|
Exercise or | |
|
|
|
Option Term3 | |
|
|
SARs | |
|
Granted In | |
|
Base Price | |
|
Expiration | |
|
| |
Name |
|
Granted | |
|
Fiscal Year1 | |
|
($/share)2 | |
|
Date | |
|
5% ($) | |
|
10% ($) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
J. Brian Patsy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William A. Geers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul W. Bridge, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald E. Vick, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Stock options exercisable into 10,000 shares of Common
Stock and 25,000 SARs were granted to all employees as a group
during fiscal year 2005. No options were granted to any of the
named executive officers. |
|
2 |
Options were granted at an exercise price equal to the fair
market value per share at the date of grant. |
|
3 |
Potential realizable values are net of exercise price, but
before taxes associated with exercise. Amounts represent
hypothetical gains that could be achieved for the respective
options if exercised at the end of the option term. The assumed
5% and 10% rates of stock price appreciation are provided in
accordance with rules of the Securities and Exchange Commission
and do not represent the Companys estimate or projection
of the future Common Stock price. Actual gains, if any, on stock
option exercises are dependent on the future performance of
Common Stock, overall market conditions and the option
holders continued employment through the vesting period.
This table does not take into account any appreciation in the
price of Common Stock from the date of grant to date. The
closing price of Common Stock on January 31, 2006 was $7.00. |
The following table sets forth information with respect to the
Named Executive Officers concerning exercises of options during
fiscal year 2005 and unexercised options held as of the end of
fiscal year 2005.
Aggregated Option/ SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/ SAR Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
|
|
|
|
|
Unexercised | |
|
Value of Unexercised | |
|
|
|
|
|
|
Options/SARs | |
|
in-the-Money | |
|
|
Shares | |
|
|
|
at Fiscal | |
|
Options/SARs at | |
|
|
Acquired | |
|
Value | |
|
Year-End (#) | |
|
Fiscal Year-End ($)1 | |
|
|
on Exercise | |
|
Realized | |
|
Exercisable/ | |
|
Exercisable/ | |
|
|
(#) | |
|
($) | |
|
Unexercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
J. Brian Patsy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William A. Geers
|
|
|
15,000 |
|
|
|
57,307 |
|
|
|
70,333/16,667 |
|
|
|
232,431/75,368 |
|
Paul W. Bridge, Jr.
|
|
|
|
|
|
|
|
|
|
|
88,666/3,334 |
|
|
|
380,838/16,836 |
|
Donald E. Vick, Jr.
|
|
|
|
|
|
|
|
|
|
|
29,666/834 |
|
|
|
135,798/4,211 |
|
|
|
1 |
The closing market price for one share of Common Stock on
January 31, 2006, the end of fiscal year 2005, was $7.00. |
8
Equity Compensation Plan Information
Securities authorized for issuance under equity compensation
plans required by Item 201(d) of
Regulation S-K, as
of January 31, 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities | |
|
|
Number of | |
|
|
|
remaining available | |
|
|
securities to be | |
|
|
|
for future issuance | |
|
|
issued upon | |
|
Weighted-average | |
|
under equity | |
|
|
exercise of | |
|
exercise price of | |
|
compensation plans | |
|
|
outstanding | |
|
outstanding | |
|
(excluding securities | |
|
|
options, warrants | |
|
options, warrants | |
|
reflected in column | |
Plan category |
|
and rights | |
|
and rights | |
|
(a)) | |
|
|
| |
|
| |
|
| |
|
|
(a) | |
|
(b) | |
|
(c) | |
Equity compensation plans approved by security holders
|
|
|
501,167 |
1 & 2 |
|
$ |
2.76 |
5 |
|
|
1,301,521 |
3 |
|
|
|
|
|
|
|
|
|
|
|
Total4
|
|
|
501,167 |
|
|
$ |
2.76 |
|
|
|
1,301,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Includes 15,000 options that can be exercised under the 1996
Non-employee Directors Stock Option Plan and 421,167 options
that can be exercised by employees, including officers, under
the 1996 Employee Stock Option. |
|
2 |
Includes 40,000 options and 25,000 SARs (with an exercise price
of $6.78) which can be exercised by directors and an employee
under the 2005 Incentive Compensation Plan. |
|
3 |
Includes 366,521 shares that can be issued under the 1996
Employee Stock Purchase Plan. |
|
4 |
Excludes Warrants issued in connection with the 1998 Long-term
debt to acquire 750,000 shares of Common Stock. |
|
5 |
Excludes the 25,000 SARs, with an exercise price of $6.78. |
|
6 |
The Company does not have any Executive Compensation Plans that
have not been approved by the security holders. |
The Company has entered into an employment agreement with
Mr. Patsy. The agreement covers the period February 1,
2006 through January 31, 2007, with provisions for
automatic annual renewals and contains the provisions described
below and other usual and customary provisions found in
executive employment agreements. The agreement provides that he
will serve as the Companys President and/or Chief
Executive Officer throughout the term of the agreement, his base
salary will be $244,519, subject to annual adjustment at the
discretion of the Compensation Committee. If his employment is
terminated upon certain circumstances, he will receive severance
equal to twelve months total compensation, including base
compensation and bonus; he is eligible to receive a bonus to be
covered by the executive bonus plan; he will be subject to a
non-compete provision for a period of one year following
termination of employment, which period may be extended for an
additional year at the discretion of the Company upon payment of
additional severance pay. In addition, the employment agreement
provides that in the event of a change of control the agreement
will automatically be extended for one year from the date of the
change in control, and in the event of termination by the Board
without good cause, the employee terminates the employment
agreement due to a material reduction in his duties or
compensation or the employment agreement is terminated within
one year after a change in control, the employee will be
entitled to severance benefits equal to twelve months total
compensation plus a bonus, and healthcare coverage, at no cost,
for a period of two years. Such severance benefits are payable
in a lump sum within three months after the termination date.
The employment agreements will also provide that during the term
of the agreement, and for a period of two years thereafter the
employee will not compete with the Company in the healthcare
information systems industry, including serving as an employee,
officer, director, consultant, stockholder, or general partner
of any entity other than the Company. In addition,
Mr. Patsy will agree to assign to the Company all of his
interest in any developments, discoveries, inventions, and
certain other interests developed by him during the course of
employment with the Company, and not to use or disclose any
proprietary information of the Company at any time during or
after the course of employment with the Company.
9
The Company has entered into an employment agreement with
Mr. Geers. The agreement covers the period February 1,
2006 through January 31, 2007, with provisions for
automatic annual renewals and contains the provisions described
below and other usual and customary provisions found in
executive employment agreements. The agreement provides that he
will serve as the Companys Vice President Product
Development and Chief Operating Officer throughout the term of
the agreement, his base salary will be $199,500, subject to
annual adjustment at the discretion of the Compensation
Committee. If his employment is terminated upon certain
circumstances, he will receive a lump sum severance payment
equal to sixty percent times the then current annual salary (to
include sixty percent of the then current compensation and sixty
percent of the higher of the bonus paid during the prior fiscal
year or earned in the then current fiscal year to date); he will
be subject to a non-compete provision for a period of one year
following termination of employment. In the event that, within
twelve months of a change in control, his employment is
terminated, he will receive a lump sum payment equal to sixty
percent of his then current salary and all stock options granted
shall immediately vest in full.
The Company has entered into an employment agreement with
Mr. Bridge. The agreement covers the period
February 1, 2006 through January 31, 2007, with
provisions for automatic annual renewals and contains the
provisions described below and other usual and customary
provisions found in executive employment agreements. The
agreement provides that he will serve as the Companys
Chief Financial Officer throughout the term of the agreement;
his base salary will be $171,156, subject to annual adjustment
at the discretion of the Compensation Committee. If his
employment is terminated upon certain circumstances, he will
receive a lump sum severance payment equal to seventy-five
percent times the then current annual salary (to include
seventy-five percent of the then current compensation and
seventy-five percent of the higher of the bonus paid during the
prior fiscal year or earned in the then current fiscal year to
date); he will be subject to a non-compete provision for a
period of one year following termination of employment. In the
event that, within twelve months of a change in control, his
employment is terminated, he will receive a lump sum payment
equal to seventy-five percent of his then current salary and all
stock options granted shall immediately vest in full.
Mr. Vick, upon his initial employment with the Company,
entered into a standard employment agreement that all LanVision
employees enter into. The agreement has no term and the Company,
at will, upon 14 days prior written notice, can
terminate employment. The agreement contains usual and customary
provisions related to compensation, employee benefits, and
nondisclosure of trade secrets, research and development,
restrictions on employment by a competitor, solicitation of
Company employees or customers and return of company property.
The agreement provides that he will serve as the Companys
Controller for the period February 1, 2006 through
January 31, 2007; his base salary will be $101,790,
COMPENSATION COMMITTEE REPORT
For fiscal year 2005, the Compensation Committee of the Board
was at all times comprised entirely of non-employee independent
directors. The Compensation Committee met two times during
fiscal year 2005 and is charged with responsibility for
reviewing the performance and establishing the compensation of
the Companys executive officers on an annual basis. The
Compensation Committee also administers the Companys 1996
Employee Stock Option Plan, the Companys 1996 Non-Employee
Directors Stock Option Plan, the Companys 2005 Incentive
Compensation Plan and the Companys 1996 Stock Purchase
Plan and is responsible for recommending grants of equity awards
under such plans, unless otherwise directed by the Board.
The compensation plans provide for each executive officer: an
annual salary, a performance-based annual bonus incentive, and
equity awards under the existing 2005 Incentive Compensation
Plan in order to provide long-term incentives and in order to
ensure that managements long-term interests are aligned
with those of other stockholders. The compensation plans also
has severance arrangements in place for certain executive
officers. The goal of the committee is to provide a methodology
for achieving overall compensation that is competitive with
other comparably sized technology companies. The compensation
plans for Mr. Patsy, the Companys Chief Executive
Officer and the other named executive officers (Mr. Geers,
Bridge and Vick)
10
were virtually the same for fiscal year 2005 as 2004, except for
a modest increase in the base salary in fiscal 2005 and a target
revenue bonus that was added in 2005. However, no discretionary
bonuses were paid to Mr. Geers or Mr. Vick in 2005 as
they were in 2004. On January 27, 2006 the Compensation
Committee amended the employment agreements of the named
Executive Officers of the Company for the period
February 1, 2006 through January 31, 2007 to increase
the base salary as noted elsewhere in this Proxy under the
heading Employment Agreements and establish the fiscal year 2006
executive bonus arrangement.
On January 27, 2006, the Compensation Committee adopted
executive bonus arrangements for fiscal year 2006. The
arrangement is not contained in a formal written plan, but a
summary of the plan follows.
The plan provides for the payment of a specific target
profit bonus based upon achieving 100% of LanVisions
targeted operating profit (excluding all operating profits
resulting from a merger or acquisition in fiscal year 2006) as
established by the Compensation Committee. Participating
executives will be entitled to payment of 100% of the
target profit bonus if LanVision achieves 100% of
the targeted operating profit. Executives may receive a reduced
bonus, provided that LanVisions actual operating profit is
greater than 80% of the targeted operating profit. If the
Company achieves 80% or less of the targeted operating profit no
profit bonuses are earned under this component of the plan. At
greater than 80% but less than 100% of the targeted operating
profit, the payments are reduced so that, for example, achieving
90% of the targeted operating profit would result in the payment
of only 25% of the target profit bonus. If LanVision exceeds the
targeted operating profit, then the bonuses are increased by an
accelerated bonus percentage. For example, if LanVision exceeds
the targeted operating profit by 100%, then the bonuses earned
would be 250% of the target profit bonuses. There is
no upper limitation of the payment of the bonuses for this
component that exceed the targeted operating profit amounts.
The fiscal year 2005 bonus plan was similar to the 2006 plan
noted above. However it also contained a second component. The
second component of the plan provided for the payment of a
target revenue bonus based upon achieving 100% of targeted
revenues, excluding the sale of third party hardware and
software. If less than 100% of the targeted revenues were
achieved, then no revenue bonus would be earned under this
component of the plan. If 100% of the targeted revenues were
achieved, then the target revenue bonuses associated with this
portion of the plan would have been paid at 100%. If the
targeted revenues were exceeded, then the revenue bonuses would
be increased by the percentage that the revenues exceed the
target revenues. For example, if LanVision had achieved 130% of
the targeted revenues, then the bonuses earned would have been
130% of the target revenue bonus. There was no upper limitation
of the payment of the bonuses for this component if it exceeded
the targeted revenue amounts. No bonus was paid in 2005 for the
second component as the target revenue was not achieved.
However, the Company exceeded the operating profit target and,
accordingly, 2005 bonuses were paid in accordance with the
operating profit component of the 2005 plan.
The fiscal year 2004 and 2003 bonus targets were based upon
managements ability to achieve specific operating results.
If the results of operations targets were achieved, then each
Executive Officer would receive a specified percentage of a
targeted bonus amount established by the Compensation Committee
for each Executive Officer. If the target was exceeded, the
bonus payable would be a multiple of the excess percent. If the
target was not met, the bonus payable would be reduced by a
multiple of the percent missed. No Bonuses were earned in fiscal
year 2004 and 2003 under these plans.
In 2002, the Compensation Committee engaged the firm of Towers
Perrin to conduct an executive compensation and benefits review
of appropriate salary ranges, as well as management incentive
plan ranges, etc. Based, in part, on this review as well as
revenue and earnings results, the ability to achieve strategic
business plans and goals, and evaluations of overall
performance, the committee adjusted the total compensation
including potential bonuses of the executive officers in 2005
and made additional adjustments, approximating a cost of living
increase to some executives, in 2006.
The Compensation Committee believes that stock options and other
equity awards can be an effective incentive to attract and
retain Executive Officers and key employees of the Company and
to encourage stock ownership by these persons so that they
acquire or increase their proprietary interest in the success of
the
11
Company. The Compensation Committee has, to date, not granted
any options to Mr. Patsy in light of his existing
substantial ownership in the Company.
|
|
|
The Compensation Committee |
|
|
Richard C. Levy, M.D., Chairman |
|
Jonathan R. Phillips |
|
Edward J VonderBrink |
Compensation Committee Interlocks and insider
participation
The following non-employee directors serve on the Compensation
Committee: Jonathan R. Phillips Richard C. Levy, M.D. and
Edward J. VonderBrink. No member of the Compensation Committee
is or was an officer or employee of the Company or the
subsidiary of the Company. No director or Executive Officer of
the Company serves on any board of directors or compensation
committee that compensates any member of the Compensation
Committee.
AUDIT COMMITTEE REPORT
The Audit Committee, which operates under a Charter approved by
the Board of Directors (attached as Appendix A), oversees
the Companys financial reporting process on behalf of the
Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed the audited financial
statements that are included in the Annual Report on
Form 10-K with
management, which review included a discussion of the quality,
not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The Committee is comprised of the three independent non-employee
directors of the Company and held two meetings during fiscal
year 2005. The Audit Committee also met as part of the whole
Board of Directors to review each of the Companys
quarterly and annual financial statements filed on
Form 10-Q or
Form 10-K with
management, prior to the filing of those reports with the
Securities and Exchange Commission. The Committee reviewed with
Ernst & Young LLP, the independent auditors, who are
responsible for expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the
acceptability, of the Companys accounting principles and
such other matters as are required to be discussed with the
Committee under generally accepted auditing standards. In
particular, the Committee has discussed with Ernst &
Young LLP those matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit
Committees) and the required communications required by the
Sarbanes-Oxley Act.
Ernst & Young LLP also provided to the Committee the
written disclosures required by Independent Standards Board
Standard No. 1 (Independence Discussions with Audit
Committees), and the Committee discussed the independent
auditors independence with the auditors themselves.
The Committee discussed with the Companys independent
auditors the overall scope and plans for their audit. The
Committee meets with the independent auditors, with and without
management present, to discuss the results of their
examinations, their evaluations of the Companys internal
controls, and the overall quality of the Companys
financial reporting.
In reliance on the reviews and discussions referred to above,
the Committee recommended to the Board of Directors (and the
Board approved) that the audited financial statements be
included in the Annual Report on
Form 10-K for the
fiscal year ended January 31, 2006 as filed with the
Securities and Exchange Commission. The Committee has selected
Ernst & Young LLP as the Companys independent
auditors for fiscal year 2006.
12
In addition, the Audit Committee preapproved the payment of up
to $109,000 in audit fees for the above audit and an additional
payment of up to $35,000 for tax fees that includes the
preparation and review of various tax returns required to be
filed by LanVision and $10,000 for consulting services relating
to compliance with the Sarbanes-Oxley Act of 2002 and other
miscellaneous tax consulting services. It is the policy of the
Audit Committee to preapprove all services provided by
Ernst & Young LLP. The Committee also concluded that
Ernst & Young LLPs provision of non-audit
services, as described above, to LanVision is compatible with
Ernst & Young LLPs independence.
In connection with the audit of the fiscal year 2005 financial
statements, LanVision entered into an audit engagement agreement
with Ernst & Young LLP which set forth the terms by
which Ernst & Young LLP would perform the audit
services for LanVision. That agreement, which was similar to
past engagement letters, is subject to alternative dispute
resolution procedures and an exclusion of punitive damages. The
Audit Committee has determined that the terms and conditions of
the Ernst & Young LLP audit engagement agreement are
similar to the other three largest registered public accounting
firms, and a common business practice between companies and
their audit firms. Although the provisions of the audit
engagement agreement limits the ability of the company should a
dispute arise, the Company does not believe that such provisions
limit the ability of investors to seek redress from the firm.
|
|
|
The Audit Committee |
|
|
Edward J. VonderBrink, Chairman |
|
Jonathan R. Phillips |
|
Richard C. Levy, M.D. |
13
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return
on Common Stock with the cumulative total return on the Nasdaq
US Total Return Index and on the Nasdaq Computer and Data
Processing Services Stock Index for the period commencing
January 31, 2001 and ending January 31, 2006, assuming
an investment of $100 and the reinvestment of any dividends.
The comparison in the graph below is based upon historical data
and is not indicative of, nor intended to forecast the future
performance of Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/31/011 | |
|
1/31/021 | |
|
1/31/031 | |
|
1/31/041 | |
|
1/31/051 | |
|
1/31/061 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
LanVision Systems, Inc. Common Stock
|
|
$ |
100.00 |
|
|
$ |
384.62 |
|
|
$ |
320.88 |
|
|
$ |
338.46 |
|
|
$ |
337.36 |
|
|
$ |
769.23 |
|
Nasdaq US Total Return Index
|
|
$ |
100.00 |
|
|
$ |
70.21 |
|
|
$ |
48.38 |
|
|
$ |
75.30 |
|
|
$ |
75.45 |
|
|
$ |
84.86 |
|
Nasdaq Computer and Data Processing Services Stock Index
|
|
$ |
100.00 |
|
|
$ |
69.28 |
|
|
$ |
46.95 |
|
|
$ |
64.95 |
|
|
$ |
67.00 |
|
|
$ |
75.11 |
|
|
|
1 |
Assumes that $100.00 was invested on January 31, 2001 in
Common Stock at the closing price of $0.91 per share and at
the closing sales price of each index on that date and that all
dividends were reinvested. No dividends have been declared on
Common Stock. Stockholder returns over the indicated period
should not be considered indicative of future stockholder
returns. |
OTHER SECURITIES FILINGS
The information contained in this Proxy Statement under the
headings Compensation Committee Report Audit
Committee Report and Stock Performance Graph
is not, and should not be deemed to be, incorporated by
reference into any filings of the Company under the Securities
Act of 1933 or the Securities Exchange Act of 1934 that purport
to incorporate by reference other Securities and Exchange
Commission filings made by the Company, in whole or in part,
including this Proxy Statement.
14
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934
requires the Companys officers and directors and persons
who own more than 10% of Common Stock (collectively,
Reporting Persons) to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are
required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received,
the Company believes that with respect to the fiscal year ended
January 31, 2006 all the Reporting Persons complied with
all applicable filing requirements.
INDEPENDENT AUDITORS
Ernst & Young LLP served as the independent auditors of
the Company for the fiscal year ended January 31, 2005. The
Audit Committee of the Board has selected Ernst & Young
LLP as the Companys independent auditors for the fiscal
year ending January 31, 2007. Representatives of
Ernst & Young LLP will be present at the Annual
Meeting. They will have the opportunity to make a statement if
they desire to do so and will be available to respond to
appropriate stockholder questions.
The following table sets forth the aggregate fees for the
Company for the fiscal years 2005 and 2004 for audit and other
services provided by LanVisions accounting firm,
Ernst & Young LLP.
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Audit Fees
|
|
$ |
109,000 |
|
|
$ |
97,000 |
|
Audit-Related Fees
|
|
|
|
|
|
|
64,000 |
|
Tax Fees
|
|
|
35,000 |
|
|
|
35,800 |
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$ |
144,000 |
|
|
$ |
196,800 |
|
|
|
|
|
|
|
|
The Company has engaged Ernst & Young LLP to provide
tax consulting and compliance services and consulting services
regarding the internal control audit related requirements of the
Sarbanes-Oxley Act, in addition to the audit of the financial
statements. The Companys Audit Committee has considered
whether the provision of the tax services is compatible with
maintaining the independence of Ernst & Young LLP. All
fees paid to Ernst & Young LLP are preapproved by the
Audit Committee of the Board of Directors.
OTHER BUSINESS
The Board does not presently intend to bring any other business
before the Annual Meeting, and, so far as is known to the Board,
no matters are to be brought before the Annual Meeting except as
specified in the Notice of Annual Meeting. No stockholder has
informed the Company of any intention to propose any other
matter to be acted upon at the Annual Meeting. Accordingly, the
persons named in the accompanying proxy are allowed to exercise
their discretionary authority to vote upon any such proposal
without the matter having been discussed in this proxy
statement. As to any business that may properly come before the
meeting, it is intended that proxies, in the form enclosed, will
be voted in respect thereof in accordance with the judgment of
the persons voting such proxies.
ANNUAL REPORT ON
FORM 10-K
A copy of the Companys Annual Report on
Form 10-K for the
fiscal year ended January 31, 2006, as filed with the
Securities and Exchange Commission, will be mailed without
charge to all stockholders upon request. Requests should be
addressed to Investor Relations, LanVision Systems, Inc., 10200
Alliance Road, Suite 200, Cincinnati, Ohio 45242-4716. The
Form 10-K includes
certain exhibits. Copies of the exhibits will be provided only
upon receipt of payment covering the Companys reasonable
expenses for such copies. The
Form 10-K and
15
exhibits may also be obtained from the Companys web
site, http://www.lanvision.com on the Financial
page, or directly from the Securities and Exchange Commission
web site, http://www.sec.gov/cgi-bin/srch-edgar.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Stockholder proposals intended for inclusion in the
Companys proxy statement and form of proxy relating to the
Companys 2007 annual meeting of stockholders must be
received by the Company not later than December 28, 2006.
Such proposals should be sent to the Corporate Secretary,
LanVision Systems, Inc., 10200 Alliance Road, Suite 200,
Cincinnati, Ohio 45242-4716. The inclusion of any proposal will
be subject to applicable rules of the Securities and Exchange
Commission, including
Rule 14a-8 of the
Securities and Exchange Act of 1934. Any stockholder who intends
to propose any other matter to be acted upon at the 2007 annual
meeting of Stockholders must inform the Company no later than
March 10, 2007. If notice is not provided by that
date, the persons named in the Companys proxy for the 2006
annual meeting will be allowed to exercise their discretionary
authority to vote upon any such proposal without the matter
having been discussed in the proxy statement for the 2007 annual
meeting.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
THANK YOU FOR YOUR PROMPT ATTENTION TO THIS MATTER.
|
|
|
By Order of the Board of Directors, |
|
|
Paul W. Bridge, Jr. |
|
Chief Financial Officer and Secretary |
Cincinnati, Ohio
April 7, 2006
16
APPENDIX A
LANVISION SYSTEMS, INC.
AUDIT COMMITTEE CHARTER
Organization and Requirements
The Audit Committee of the Board of Directors of LanVision
Systems, Inc. will be established by the Board of Directors and
will follow at least the minimum audit committee requirements as
published by the U.S. Securities and Exchange Commission
(SEC) and the relevant Corporate Governance Requirements of
NASDAQ. The Audit Committee may, from
time-to-time, establish
other requirements as it considers appropriate or necessary in
the circumstances.
The Audit Committee shall also ensure the Company complies with
the Audit Committee Disclosure requirements of the SEC required
in the proxy statements for stockholders meetings and in
annual reports filed with the SEC, including disclosures
regarding audit committee financial experts and code of ethics
for the Companys principal executive officer, principal
financial officer, principal accounting officer or controller
and that the code will be posted on the Company web site and
included as an exhibit to the annual report of
Form 10-K.
Statement of Policy
The Audit Committee shall oversee the accounting, reporting
practices of the Company, and the quality and integrity of
financial reports of the Company. In so doing, it is the
responsibility of the Audit Committee to maintain free and open
communication between the directors, the independent auditors,
and the financial management of the Company.
The Committees primary duties and responsibilities are to:
|
|
|
|
|
monitor the Companys financial reporting process and
internal control system; |
|
|
|
review the quarterly financial performance; |
|
|
|
evaluate compliance with laws and regulations; |
|
|
|
oversee managements establishment and enforcement of
financial policies and business practices; and |
|
|
|
engage, compensate, oversee, evaluate and, if appropriate,
terminate the independent auditors. |
Responsibilities
In carrying out its responsibilities, the Audit Committee
believes its policies and procedures should remain flexible, in
order to best react to changing requirements and conditions and
to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the Company are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
|
|
|
|
|
Obtain the full Board of Directors approval of this
Charter and review and reassess this Charter as conditions
dictate but at least annually. |
|
|
|
Hire, fire, compensate and evaluate the work of the independent
auditors. |
|
|
|
Review the experience, rotation and qualifications of the senior
members of the independent auditors team. |
|
|
|
Have a clear understanding with the independent auditors that
they are ultimately accountable to the Board of Directors and
the Audit Committee, who has the ultimate authority in deciding
to engage, evaluate, and if appropriate, terminate their
services. |
A-1
|
|
|
|
|
Meet with the independent auditors and management of the Company
to review the scope of the proposed audit and timely quarterly
reviews for the current year and the procedures to be utilized,
the adequacy of the independent auditors compensation, and
at the conclusion thereof review such audit or review, including
any comments or recommendations of the independent auditors. |
|
|
|
Review with the independent auditors and financial and
accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal controls or
particular areas where new or more detailed controls or
procedures are desirable. Particular emphasis should be given to
the adequacy of internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or
otherwise improper. Further, the Audit Committee periodically
should review Company policy statements to determine their
adherence to the code of conduct. |
|
|
|
Review reports received from regulators and other legal and
regulatory matters that may have a material effect on the
financial statements or related Company compliance policies. |
|
|
|
Inquire of management and the independent auditors about
significant risks or exposures and assess the steps management
has taken to minimize such risks to the Company. |
|
|
|
Receive communication from the independent auditors prior to the
filing of the
Form 10-Q or
Form 10-K, as
applicable, regarding the matters described in SAS No. 61
including significant adjustments, management judgments and
accounting estimates, significant new accounting policies,
disagreements with management and any other matters required to
be communicated to the Audit Committee when they have been
identified in the conduct of interim financial reporting review.
The Chairman of the Audit Committee may represent the entire
Audit Committee for purposes of this review. |
|
|
|
Review the financial statements contained in the annual report
to shareholders with management and the independent auditors to
determine that the independent auditors are satisfied with the
disclosure and content of the financial statements to be
presented to the shareholders. Review with financial management
and the independent auditors the results of their timely
analysis of significant financial reporting issues and
practices, including changes in, or adoptions of, accounting
principles and disclosure practices, and discuss any other
matters required to be communicated to the committee by the
auditors. Also review with financial management and the
independent auditors their judgments about the quality, not just
acceptability, of accounting principles and the clarity of the
financial disclosure practices used or proposed to be used, and
particularly, the degree of aggressiveness or conservatism of
the organizations accounting principles and underlying
estimates, and other significant decisions made in preparing the
financial statements. |
|
|
|
Review and discuss with the Companys Chief Executive
Officer and Chief Financial Officer all matters such officers
are required to certify in connection with the Companys
Forms 10-Q
and 10-K or other
filings or reports. |
|
|
|
Provide sufficient opportunity for the independent auditors to
meet with the members of the Audit Committee without members of
management present. Among the items to be discussed in these
meetings are the independent auditors evaluation of the
Companys financial and accounting, personnel, and the
cooperation that the independent auditors received during the
course of audit. |
|
|
|
Review accounting and financial human resources and succession
planning within the Company. |
|
|
|
Report the results of the annual audit to the Board of
Directors. If requested by the Board of Directors, invite the
independent auditors to attend the full Board of Directors
meeting to assist in reporting the results of the annual audit
or to answer other directors questions (alternatively, the
other directors may be invited to attend the Audit Committee
meeting during which the results of the annual audit are
reviewed). |
|
|
|
On an annual basis, obtain from the independent auditors a
written communication delineating all their relationships and
professional services as required by Independence Standards
Board Standard No. 1, |
A-2
|
|
|
|
|
Independence Discussions with Audit Committees. In addition,
review with the independent auditors the nature and scope of any
disclosed relationships or professional services and take, or
recommend that the board of directors take, appropriate action
to ensure the continuing independence of the auditors. |
|
|
|
Pre-approve all auditing services and permitted non-audit
services to be performed for the Company by the independent
auditors. The Committee shall establish policies and/or
guidelines for the permissible scope and nature of any permitted
non-audit services in connection with its annual review of the
audit plan and shall review such policies and guidelines with
the Board. |
|
|
|
Oversee the regular rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the
audit partner responsible for reviewing the audit. |
|
|
|
Establish clear policies and/or guidelines for the
Companys hiring of partners, employees or former partners
or employees of the independent auditors. |
|
|
|
Obtain from the independent auditors any reports required to be
furnished to the Committee under Section 10A of the
Exchange Act or an assurance that Section 10A of the
Exchange Act has not been implicated. |
|
|
|
Review and approve all related party transactions (the term
related party transaction referring to transactions
required to be disclosed pursuant to SEC
Regulation S-K,
Item 404, or any successor provision thereto). |
|
|
|
Establish procedures and require the Company to obtain or
provide the necessary resources and mechanisms for (i) the
receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or
auditing matters, and (ii) the confidential, anonymous
submission by employees of the Company of concerns regarding
questionable accounting or auditing matters. |
|
|
|
Prepare the report of the Audit Committee in the Annual Meeting
Proxy Statement disclosing whether or not the committee had
reviewed and discussed with management and the independent
auditors, as well as discussed within the Audit Committee
(without management or the independent auditors present), the
financial statements and the quality of accounting principles
and significant judgments affecting the financial statements. In
addition, disclose in the proxy statement that the Audit
Committee has: |
|
|
|
|
1. |
reviewed and discussed the audited financial statements with
management; |
|
|
2. |
discussed with the independent auditors the matters required to
be discussed by SAS No. 61; |
|
|
3. |
received certain disclosures from the auditors regarding the
auditors independence as required by the Independence
Standards Board Standard No. 1, and discussed with the
auditors the auditors independence; and |
|
|
4. |
concluded whether, based on such review and discussions,
anything has come to the attention of the members of the Audit
Committee that caused the Audit Committee to believe that the
audited financial statements included in the Companys
Annual Report on
Form 10-K for the
year then ended contain an untrue statement of material fact or
omit to state a material fact necessary to make the statements
made, in light of the circumstances under which they were made,
not misleading. |
|
|
|
|
|
Submit the minutes of all meetings of the Audit Committee to, or
discuss the matters discussed at each committee meeting with,
the Board of Directors. |
|
|
|
Investigate any matter brought to its attention within the scope
of its duties, with the power to retain outside counsel for this
purpose if, in its judgment, that is appropriate. |
|
|
|
To the extent it deems necessary or appropriate, to retain
independent legal, accounting or other advisors. The Audit
Committee shall also have the authority, to the extent it deems
necessary or |
A-3
|
|
|
|
|
appropriate, to ask the Company to provide it with the support
of one or more Company employees to assist it in carrying out
its duties. The Company shall provide for appropriate funding,
as determined solely by the Audit Committee, for payment of
compensation to the independent auditors for the purpose of
rendering or issuing an audit report and to any other advisors
employed by the Audit Committee. The Audit Committee may request
any officer or employee of the Company or the Companys
outside counsel, independent auditors or other advisors to
attend a meeting of the Audit Committee or to meet with any
members of, or consultants to, the Audit Committee. |
|
|
|
Review the Companys disclosure in the proxy statement for
its annual meeting of shareholders that describes that the
Committee has a charter and has satisfied its responsibilities
under this Charter for the prior year. In addition, include a
copy of this Charter in the appendix to the proxy statement at
least triennially or the year after any significant amendment to
the Charter. |
Adopted by the unanimous vote of the Board of Directors of
LanVision, Systems, Inc.
19 February 2004.
A-4
Exhibit 1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LANVISION SYSTEMS, INC.
(Pursuant to Section 242 of the General Corporation Law of
the State of Delaware)
LanVision Systems, Inc., a Delaware corporation (the
Corporation), hereby certifies:
|
|
|
1. That the Corporations Certificate of Incorporation
is hereby amended as follows: |
|
|
Article I is hereby amended to read in full as follows: |
|
|
The name of the corporation is Streamline Health
Solutions, Inc. (the Corporation). |
|
|
2. This amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation
Law of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Amendment of Certificate of Incorporation to be signed by a
duly authorized officer on
this day of May, 2006.
|
|
|
|
|
J. Brian Patsy, |
|
Chief Executive Officer and President |
A-5
|
|
|
LanVision Systems, Inc.
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
|
|
This Proxy is solicited on behalf of
the Board of Directors of the Company |
PROXY
The undersigned hereby appoints J. Brian Patsy and Richard C. Levy, M.D. and each of them,
attorneys-in-fact and proxies, with full power of substitution, to vote as designated below all
shares of the Common Stock of LanVision Systems, Inc. that the undersigned would be entitled to
vote if personally present at the annual meeting of stockholders to be held on May 24, 2006, at
9:30 a.m., and at any adjournment thereof.
1. |
|
ELECTION OF DIRECTORS: J. BRIAN PATSY, JONATHAN R. PHILLIPS, RICHARD C. LEVY, M.D. AND EDWARD
J. VONDERBRINK. |
|
|
|
|
|
|
|
FOR all nominees listed above (except as marked below)
|
|
WITHHOLD AUTHORITY to vote for all nominees |
|
|
|
|
|
|
|
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominees name on the line below.) |
|
|
|
|
|
|
|
The Board recommends a vote FOR the following proposal |
|
|
2. |
|
To approve the amendment to the Companys Certificate of Incorporation to change the
corporation name to Streamline Health Solutions, Inc. |
|
|
|
|
|
|
|
FOR the approval to change the name
|
|
AGAINST the approval to change the name
|
|
|
ABSTAIN from the approval to change the name |
|
|
. |
|
In their discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting. |
This Proxy, when properly executed, will be voted in the manner directed herein by the
undersigned shareholder. If no direction is made, this Proxy will be voted FOR Proposals 1 & 2.
(continued on other side)
The undersigned acknowledges having received from LanVision Systems, Inc., prior to the
execution of this Proxy, a Notice of Annual Meeting, a Proxy Statement, and an Annual Report.
Please sign exactly as your name appears below. When shares are held as joint tenants, each
holder should sign. When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership, please sign in partnership name by authorized
person.
|
|
|
|
|
Dated: , 2006 |
|
|
|
[STOCKHOLDER NAME AND ADDRESS]
|
|
[STOCKHOLDER NAME AND NUMBER OF SHARES] |
|
|
|
|
|
|
|
|
|
(Signature) |
|
|
|
|
|
|
|
|
|
(Signature if held jointly) |
|
|
|
|
|
Please mark, sign, date, and return the Proxy promptly using the
enclosed envelope. |
|
|
|
|
|
REVOCABLE PROXY |