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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE ASHTON TECHNOLOGY GROUP, 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)(1)
and O-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:
<PAGE>
March __, 1998
Dear Stockholder,
You are cordially invited to attend a Special Meeting of Stockholders of
The Ashton Technology Group, Inc. (the "Company") to be held at 10:00 a.m.
Eastern Standard Time on March 31, 1998 at the Company's corporate headquarters
located at 1900 Market Street, Suite 701, Philadelphia, Pennsylvania 19103.
At the Special Meeting, the Company will ask the Stockholders to approve
and adopt an amendment to the Company's Certificate of Incorporation, as
amended, to increase the authorized number of shares of common stock and
preferred stock.
Whether you plan to attend the Special Meeting or not, it is important that
you promptly complete, sign, date and return the enclosed proxy card in
accordance with the instructions set forth on the card. This will ensure your
proper representation at the Special Meeting.
Sincerely,
Fredric W. Rittereiser
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT.
PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.
<PAGE>
[LOGO]
THE ASHTON TECHNOLOGY GROUP, INC.
-------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 31, 1998
-------------------------------
To the Holders of Common Stock and Preferred Stock of THE ASHTON TECHNOLOGY
GROUP, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of The Ashton Technology Group, Inc. (the "Company") will be held at
10:00 a.m. Eastern Standard Time on March 31, 1998 at the Company's corporate
headquarters located at 1900 Market Street, Suite 701, Philadelphia,
Pennsylvania 19103 for the purpose of considering and voting upon the following
matters:
1. To approve and adopt an amendment to the Company's Certificate of
Incorporation which would increase the number of authorized
shares of common stock, par value $.01 per share, from 20,000,000
to 60,000,000.
2. To approve and adopt an amendment to the Company's Certificate of
Incorporation which would increase the number of authorized
shares of preferred stock, par value $.01 per share, from
1,000,000 to 3,000,000.
The close of business on February 15, 1998 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting and any adjournments thereof. A list of the stockholders entitled to
vote at the Special Meeting will be open to the examination of any stockholder
of the Company for any purpose germane to the Special Meeting during regular
business hours at the offices of the Company for the ten-day period prior to the
Special Meeting.
<PAGE>
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
SPECIAL MEETING, TO MARK, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors,
FREDRIC W. RITTEREISER
President and Chief Executive Officer
Philadelphia, Pennsylvania
March __, 1998
<PAGE>
1
[LOGO]
THE ASHTON TECHNOLOGY GROUP, INC.
PROXY STATEMENT
Special Meeting to be Held on March 31, 1998
INTRODUCTION
This Proxy Statement is furnished to holders of (i) common stock, par value
$.01 per share (the "Common Stock"), (ii) Series A Convertible PIK Preferred
Stock (the "Series A Preferred Stock"), (iii) Series B Convertible Preferred
Stock (the "Series B Preferred Stock") and (iv) Series C Convertible Preferred
Stock (the "Series C Preferred Stock" and together with the Series A Preferred
Stock and the Series B Preferred Stock, the "Outstanding Preferred Stock") of
The Ashton Technology Group, Inc. (the "Company") in connection with the
solicitation by, and on behalf of, the Board of Directors (the "Board") of the
Company of proxies to be voted at the Special Meeting of Stockholders to be held
at the Company's corporate headquarters located at 1900 Market Street, Suite
701, Philadelphia, Pennsylvania 19103, on March 31, 1998 at 10:00 a.m. Eastern
Standard Time, and at any postponements, continuations or adjournments thereof
(the "Special Meeting").
All proxies in the accompanying form that are properly executed and duly
returned will be voted in accordance with the instructions specified therein. If
no instructions are given, such proxies will be voted for the proposals to amend
the Certificate of Incorporation of the Company to increase the authorized
number of shares of Common Stock from 20,000,000 to 60,000,000 and the
authorized number of shares of Preferred Stock, $.01 par value (the "Preferred
Stock"), from 1,000,000 to 3,000,000. A proxy may be revoked at any time prior
to its exercise by written notice to the Company, by submission of another proxy
bearing a later date or by voting in person at the meeting. Such revocation will
not affect a vote on any matters taken prior thereto. The mere presence at the
meeting of the person appointing a proxy will not revoke the appointment.
This Proxy Statement and the accompanying notice and proxy are being mailed
on or about March 17, 1998 to holders of record of the Common Stock and
Outstanding Preferred Stock as of February 15, 1998 (the "Record Date"). Only
holders of record of the Common Stock and Outstanding Preferred Stock at the
close of business on the Record Date are entitled to notice of and to vote at
the Special Meeting. On the Record Date, there were 8,562,500 shares of Common
Stock outstanding, each of which entitles the holder thereof to one vote on all
matters that may properly come before the Special Meeting, and 657,500 shares of
Outstanding Preferred Stock, each of which entitles the holder thereof to one
vote on the proposal to increase the number of authorized shares of Preferred
Stock. There is no cumulative voting with respect to the Common Stock or
Outstanding Preferred Stock.
The mailing address of the Company's principal executive offices is 1900
Market Street, Suite 701, Philadelphia, Pennsylvania 19103.
PROPOSAL ONE:
TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), currently authorizes the issuance of 20,000,000 shares of
Common Stock. On February 11, 1998, the Board approved an amendment to the
Certificate of Incorporation to increase the authorized number of shares of
Common Stock from 20,000,000 to 60,000,000. The form of amendment approved by
the Board and to be considered at the Special Meeting is attached as Exhibit A
to this Proxy Statement.
As of February 15, 1998, the Company had 8,562,500 shares of Common Stock
issued and outstanding and of the remaining 11,437,500 authorized but unissued
shares of Common Stock, the Company has reserved approximately 3,679,750 shares
in connection with the possible exercise of outstanding warrants, 5,365,000
shares in connection with the conversion of Outstanding Preferred Stock, and
450,000 shares pursuant to the Company's outstanding options.
The purpose of Proposal One is to authorize 40,000,000 additional shares of
Common Stock. If this proposal is approved by stockholders, the increased number
of authorized shares of Common Stock will be available for issuance from time to
time for such purposes and consideration as the Board may approve without
further stockholder approval, except such approval as is required by law or the
regulations of the Nasdaq SmallCap Market. Such purposes may include additional
public or private issuances of Common Stock or Preferred Stock convertible into
Common Stock in connection with financing transactions, acquisitions or other
corporate transactions, as well as stock dividends, stock option plans and other
stock-based incentive or compensation programs. The availability of additional
shares of Common Stock for issuance, without the delay and expense of obtaining
stockholder approval, will afford the Company greater flexibility in acting upon
opportunities and transactions, if any, which may arise in the future.
On September 11, 1997, subject to the approval by the stockholders of
Proposal One, the Board authorized the Company to issue to its officers,
directors, employees and to other contributors to the value of the Company,
options to purchase up to 6,000,000 shares of Common Stock and that the exercise
price for such options would be $1.875 per share which was the closing price for
the Company's Common Stock as of September 10, 1997. However, as of the date of
this proxy statement, the Board has not made any agreement or commitment to
issue any such options and there is no understanding between the Company and any
person with respect to the issuance of any such options or the terms upon which
such options would be issued. Except as described in this paragraph, the Company
has no immediate agreements, commitments or understandings with respect to the
issuance of any of the additional shares of Common Stock that would be
authorized by the proposed amendment, although opportunities for additional
issuance could arise at any time.
The Board, within the limitations and restrictions contained in the
Certificate of Incorporation and without further action by the Company's
stockholders, has the authority to issue the Common Stock from time to time.
PROPOSAL TWO:
TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
The Certificate of Incorporation currently authorizes the issuance of
1,000,000 shares of Preferred Stock. On February 11, 1998, the Board approved an
amendment to the Certificate of Incorporation to increase the authorized number
of shares of Preferred Stock from 1,000,000 to 3,000,000. The form of amendment
approved by the Board and to be considered at the Special Meeting is attached as
Exhibit A to this Proxy Statement.
As of February 15, 1998, the Company had (i) 250,000 shares of Series A
Preferred Stock issued and outstanding, (ii) 302,500 shares of Series B
Preferred Stock issued and outstanding, (iii) 105,000 shares of Series C
Preferred Stock issued and outstanding, and (iv) 342,500 shares of authorized
but unissued Preferred Stock.
The purpose of Proposal Two is to authorize 2,000,000 additional shares of
Preferred Stock. If this proposal is approved by stockholders, the increased
number of authorized shares of Preferred Stock will be available for issuance
from time to time for such purposes and consideration as the Board may approve
without further stockholder approval, except such approval as is required by law
or the regulations of the Nasdaq SmallCap Market. Such purposes may include
additional public or private issuances of Preferred Stock in connection with
financing transactions, acquisitions or other corporate transactions, as well as
stock dividends, stock option plans and other stock-based incentive or
compensation programs. The availability of additional shares of Preferred Stock
for issuance, without the delay and expense of obtaining stockholder approval,
will afford the Company greater flexibility in acting upon opportunities and
transactions, if any, which may arise in the future. The Company has no
immediate agreements, commitments or understandings with respect to the issuance
of any of the additional shares of Preferred Stock that would be authorized by
the proposed amendment, although opportunities for additional issuance could
arise at any time.
The Board, within the limitations and restrictions contained in the
Certificate of Incorporation and without further action by the Company's
stockholders, has the authority to issue the Preferred Stock from time to time
in one or more series and to fix the number of shares and the relative dividend
rights, conversion rights, voting rights, terms of redemption, liquidation
preferences and any other preferences, special rights and qualifications of any
such series.
CERTAIN ANTI-TAKEOVER EFFECTS OF THE PROPOSALS
At the present time, the Company is not aware of any pending or threatened
efforts by any third party to obtain control of the Company, and the proposal is
not being made in response to any such efforts. However, the availability for
issuance of additional shares of Common Stock and Preferred Stock could enable
the Board to make more difficult or discourage an attempt to obtain control of
the Company. For example, the issuance of shares of Common Stock and Preferred
Stock in a public or private sale, merger or similar transaction would increase
the number of outstanding shares, thereby diluting the interest of a party
attempting to obtain control of the Company and deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company.
The Company is also governed by Section 203 of the Delaware General
Corporation Law (the "Delaware anti-takeover law"), which provides that certain
"business combinations" between a Delaware corporation whose stock is generally
traded or held of record by more than 2,000 stockholders, such as the Company,
and an "interested stockholder" (generally defined as a stockholder who
beneficially owns 15% or more of a Delaware corporation's voting stock) are
prohibited for a three-year period following the date that such stockholder
became an "interested stockholder", unless certain exceptions apply. The term
"business combination" is defined generally to include, among other
transactions, mergers, tender offers and transactions that increase an
"interested stockholder's" percentage ownership of stock in a Delaware
corporation.
As set forth above, such devices may adversely impact stockholders who
desire a change in management and/or the Board or to participate in a tender
offer or other sale transaction involving a change in control of the Company.
While it may be deemed to have potential anti-takeover effects, the proposed
amendment to increase the authorized Common Stock and Preferred Stock is not
prompted by any specific effort or takeover threat currently perceived by the
Board.
QUORUM AND REQUIRED VOTE
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock and Outstanding Preferred Stock is necessary to
constitute a quorum at the Special Meeting. Shares of Common Stock and
Outstanding Preferred Stock represented by a properly signed and returned proxy
will be counted as present at the Special Meeting for purposes of determining a
quorum, without regard to whether the proxy is marked as casting a vote or
abstaining.
Approval and adoption of Proposal One requires the affirmative vote of a
majority of the outstanding shares of Common Stock. Abstentions and broker
non-votes will have the same effect as votes against Proposal One.
Approval and adoption of Proposal Two requires the affirmative vote of (i)
a majority of the outstanding shares of Common Stock, and (ii) a majority of the
shares of Outstanding Preferred Stock voting together as a class. Abstentions
and broker non-votes will have the same effect as votes against Proposal Two.
A list of all of the Company's stockholders entitled to notice of and to
vote at the Special Meeting will be available at the Special Meeting for
inspection by any stockholder upon request and during regular business hours at
the offices of the Company for the ten-day period prior to the Special Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU
VOTE "FOR" THE APPROVAL OF THIS PROPOSAL.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
In addition to the Common Stock, the Company has three classes of Preferred
Stock authorized: (i) Series A Preferred Stock, of which 250,000 shares are
outstanding as of February 15, 1998, (ii) Series B Preferred Stock, of which
302,500 shares are outstanding as of February 15, 1998 and (iii) Series C
Preferred Stock, of which 105,000 shares are outstanding as of February 15,
1998.
Management
The following table sets forth certain information as of February 15, 1998
regarding (i) the beneficial ownership of the equity securities of the Company
by the executive officers and directors of the Company, and (ii) the beneficial
ownership of the equity securities of the Company by all executive officers and
directors of the Company as a group:
As of February 15, 1998, no executive officer or director of the Company
was the beneficial owner of any shares of Series B Preferred Stock or Series C
Preferred Stock.
<TABLE>
<CAPTION>
Common Stock Series A Preferred Stock
------------------------------ ----------------------------
Amount and Nature Percent Amount and Nature Percent
Name /Address of Beneficial of of Beneficial of
of Beneficial Owner Ownership Class Ownership Class
- ------------------------------- ---------------- ------- ------------------ -------
<S> <C> <C> <C> <C>
John A. Blohm 202,500(1) 2.31% 5,000 2.00%
c/o The Ashton Technology
Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Richard Butler 0 * 0 *
c/o The Ashton Technology Group,
Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Robert A. Eprile 800,000(2) 9.29 5,000 2.00
c/o The Ashton Technology
Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
K. Ivan F. Gothner 27,100(3) * 0 *
c/o The Ashton Technology Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Fredric W. Rittereiser 703,500(4) 7.99 0 *
c/o The Ashton Technology
Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
William W. Uchimoto 0 * 0 *
c/o The Ashton Technology
Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Fred S. Weingard 40,000(5) * 0 *
c/o The Ashton Technology
Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
All executive officers and 1,773,100 19.49 10,000 4.00
directors of the
Company and its subsidiaries as a
group (7 persons)
</TABLE>
* Represents less than 1%.
(1) Includes: (i) 12,500 shares of Common Stock held by John A. Blohm as
Trustee of the John A. Blohm Living Trust, (ii) 50,000 shares of Common
Stock issuable upon conversion of 5,000 shares of Series A Preferred Stock
held by Mr. Blohm, and (iii) 140,000 shares of Common Stock issuable upon
exercise of options to purchase Common Stock held by Mr. Blohm which are
currently exercisable at $4.00 per share.
(2) Includes 50,000 shares of Common Stock issuable upon conversion of 5,000
shares of Series A Preferred Stock held by Mr. Eprile.
(3) Includes shares 17,100 of Common Stock issuable upon conversion of 17,100
warrants to acquire Common Stock held by Mr. Gothner which are currently
exercisable.
(4) Includes: (i) 363,500 shares of Common Stock held of record by The Dover
Group, Inc. ("Dover"), a corporation of which Mr. Rittereiser is the sole
shareholder, director and officer, (ii) 240,000 shares of Common Stock
issuable upon the exercise of 240,000 warrants held by Dover which are
currently exercisable, and (iii) 100,000 shares held by Mr. Rittereiser's
wife, of which Mr. Rittereiser disclaims beneficial ownership.
(5) Includes 40,000 shares of Common Stock issuable upon exercise of options to
purchase Common Stock held by Mr. Weingard which are currently exercisable
at $14.25 per share.
Certain Beneficial Owners
Common Stock. The following table sets forth certain information as of
February 15, 1998 regarding each person who is known by the Company to own
beneficially more than five percent of the Common Stock:
<TABLE>
<CAPTION>
Common Stock
-----------------------------------
Amount and
Nature of
Name /Address of Beneficial Percent
Beneficial Owner Ownership Owned
---------------------------- ----------- -------
<S> <C> <C>
Kenneth Arthur Stokes 885,000(1) 8.79%
Fosseway South - Milds
BA34AN, England
The Dover Group, Inc. 603,500(2) 6.86
70 East Water Street
Toms River, NJ 08753
</TABLE>
(1) Represents 885,000 shares of Common Stock issuable upon conversion of
82,500 shares of Series A Preferred Stock held by Mr. Stokes and 60,000
shares of Common Stock issuable upon conversion of 10,000 shares of Series
B Preferred Stock held by Mr. Stokes.
(2) Includes 240,000 shares of Common Stock issuable upon exercise of 240,000
warrants held by Dover. Fredric W. Rittereiser, the Company's president and
chief executive officer, is the sole shareholder, director and officer of
Dover, and consequently, may be deemed the beneficial owner of the shares
of Common Stock held by Dover.
<PAGE>
Series A Preferred Stock. The following table sets forth certain
information as of February 15, 1998 regarding each person who is known by the
Company to own beneficially more than five percent of the Series A Preferred
Stock:
Series A Preferred Stock
----------------------------------
Amount and
Nature of
Name /Address of Beneficial Percent
Beneficial Owner Ownership Owned
------------------------- ------------- ---------
Kenneth Arthur Stokes 82,500 33.00%
Fosseway South - Milds
BA34AN, England
Brian Walsh 12,500 5.00
11 MacClesfield Drive
Medford, NJ 08055
Kenneth Yourish 20,000 8.00
31-62 29th Street
Astoria, NY 11106
Series B Preferred Stock. To the Company's knowledge, no person owns
beneficially more than five percent of the Series B Preferred Stock.
Series C Preferred Stock. The following table sets forth certain
information as of February 15, 1998 regarding each person who is known by the
Company to own beneficially more than five percent of the Series C Preferred
Stock:
Series C Preferred Stock
-----------------------------------
Amount and
Nature of
Name /Address of Beneficial Percent
Beneficial Owner Ownership Owned
---------------------------- ------------ -------
Avalon Capital Limited 50,000 47.6%
17 Farlsfort Terrace
Dublin 2 Ireland
Balmore Funds SA 50,000 47.6
Trident Chambers
P.O. Box 146
Roadstown, Tortola BVI
MANNER AND EXPENSES OF SOLICITATION
Solicitation of proxies will be undertaken by officers and employees of the
Company, on behalf of the Board, by mail, telephone, telegraph and personal
contact. All costs thereof will be borne by the Company. In addition, the
Company may make arrangements with brokerage houses, banks and other custodians,
nominees and fiduciaries to forward proxy materials to the beneficial owners of
the Company's Common Stock and to request authority for the execution of
proxies. If it does so, the Company will reimburse such organizations for their
reasonable expenses in connection therewith.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals submitted for inclusion in the proxy statement to be
issued in connection with the Company's 1998 Annual Meeting of Stockholders must
be mailed to the Corporate Secretary, The Ashton Technology Group, Inc., 1900
Market Street, Suite 701, Philadelphia, PA 19103, and must be received by the
Corporate Secretary on or before April 15, 1998. The Company will consider only
proposals meeting the requirements of the applicable rules of the Securities and
Exchange Commission.
<PAGE>
INCORPORATION BY REFERENCE
The Company incorporates herein by reference information set forth in the
Annual Report on Form 10-KSB of the Company for the fiscal year ended March 31,
1997 and the Quarterly Reports on Form 10-QSB of the Company for the periods
ended June 30, 1997, September 30, 1997 and December 31, 1997. The Company will
provide, without charge, to each stockholder, upon such stockholder's written or
oral request, the aforementioned documents by first class mail or other equally
prompt means within one business day of receipt of such request. Requests for
such documents should be directed to:
The Ashton Technology Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Tel.: (215) 751-1900
Attention: John A. Blohm
Corporate Secretary
By Order of the Board of Directors,
FREDRIC W. RITTEREISER
President and Chief Executive Officer
Philadelphia, Pennsylvania
March __, 1998
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE ASHTON TECHNOLOGY GROUP, INC.
---------------------------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
---------------------------------------
The Ashton Technology Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies as follows:
1. The Certificate of Incorporation of the Corporation was filed in the
office of the Secretary of State of Delaware on February 16, 1994 and amendments
to the Certificate of Incorporation were subsequently duly filed and recorded
(the Certificate of Incorporation together with such amendments shall be
hereinafter referred to as the "Certificate of Incorporation").
2. The first paragraph of ARTICLE FOURTH of the Certificate of
Incorporation is amended to read in full as follows:
FOURTH: The total number of all classes of stock which the Corporation
shall have authority to issue shall be 63,000,000, of which 60,000,000
shares shall be common stock, having a par value of $.01 per share, and
3,000,000 shares shall be preferred stock, having a par value of $.01 per
share.
3. The aforesaid amendments were 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 its corporate seal to be
affixed hereto and this certificate to be signed by its President and attested
by its Secretary this ____ day of __________, 1998.
THE ASHTON TECHNOLOGY GROUP, INC.
By: _________________________________
[INSERT NAME]
President
[Corporate Seal]
Attest:
By: ______________________________
[INSERT NAME]
Secretary
<PAGE>
[FORM OF COMMON STOCK PROXY]
THE ASHTON TECHNOLOGY GROUP, INC.
SPECIAL MEETING OF STOCKHOLDERS
The undersigned stockholder hereby appoints John A. Blohm, Robert A. Eprile, and
Fredric W. Rittereiser and each of them, each with full power to act alone and
with power of substitution, as proxy or proxies for the undersigned, to attend
the Special Meeting of the Stockholders of The Ashton Technology Group, Inc.
(the "Company"), to be held at 10:00 a.m., Eastern Standard Time, on Tuesday,
March 31, 1998, at the Company's corporate headquarters located at 1900 Market
Street, Suite 701, Philadelphia, Pennsylvania 19103 or at any postponements,
continuations or adjournments thereof, and to vote all shares of common stock of
the Company held by the signatory at the close of business on February 15, 1998,
hereby revoking any proxy or proxies heretofore given and ratifying and
confirming all that said proxies may do or cause to be done by virtue hereof
with respect to the matters described on the reverse side.
This Proxy, when executed, will be voted in the manner directed herein. If no
direction is made, this Proxy will be voted FOR the amendment of the Certificate
of Incorporation to increase the authorized number of shares of common and
preferred stock. With respect to the tabulation of proxies for purposes of the
proposal to amend the Company's Certificate of Incorporation to increase the
authorized number of shares of common and preferred stock, abstentions and
broker non-votes are treated as votes AGAINST the proposal.
In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
ASHTON TECHNOLOGY GROUP, INC.
(Continued and to be signed on reverse side.)
<PAGE>
[X] Please mark
votes as in
this sample
-----------
COMMON
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BELOW BY
THE UNDERSIGNED STOCKHOLDER.
1. Proposal One: To amend FOR AGAINST ABSTAIN
the Certificate of Incorporation of [ ] [ ] [ ]
The Ashton Technology Group, Inc.
to increase the number of authorized
shares of common stock.
2. Proposal Two: To amend FOR AGAINST ABSTAIN
the Certificate of Incorporation of [ ] [ ] [ ]
The Ashton Technology Group, Inc.
to increase the number of authorized
shares of preferred stock.
Please sign exactly as name appears below.
When shares are held by joint tenants, both
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
and affix the corporate seal. If a
partnership, please sign in partnership name
by authorized person. No postage is required
if returned in the enclosed envelope and
mailed in the United States.
Signature(s)_____________________ Date _________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
[FORM OF PREFERRED STOCK PROXY]
THE ASHTON TECHNOLOGY GROUP, INC.
SPECIAL MEETING OF STOCKHOLDERS
The undersigned stockholder hereby appoints John A. Blohm, Robert A. Eprile, and
Fredric W. Rittereiser and each of them, each with full power to act alone and
with power of substitution, as proxy or proxies for the undersigned, to attend
the Special Meeting of the Stockholders of The Ashton Technology Group, Inc.
(the "Company"), to be held at 10:00 a.m., Eastern Standard Time, on Tuesday,
March 31, 1998, at the Company's corporate headquarters located at 1900 Market
Street, Suite 701, Philadelphia, Pennsylvania 19103 or at any postponements,
continuations or adjournments thereof, and to vote all shares of preferred stock
of the Company held by the signatory at the close of business on February 15,
1998, hereby revoking any proxy or proxies heretofore given and ratifying and
confirming all that said proxies may do or cause to be done by virtue hereof
with respect to the matters described on the reverse side.
This Proxy, when executed, will be voted in the manner directed herein. If no
direction is made, this Proxy will be voted FOR the amendment of the Certificate
of Incorporation to increase the authorized number of shares of preferred stock.
With respect to the tabulation of proxies for purposes of the proposal to amend
the Company's Certificate of Incorporation to increase the authorized number of
shares of preferred stock, abstentions and broker non-votes are treated as votes
AGAINST the proposal.
In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE ASHTON TECHNOLOGY GROUP, INC.
(Continued and to be signed on reverse side.)
<PAGE>
[X] Please mark
votes as in
this sample
------------
PREFERRED
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BELOW BY
THE UNDERSIGNED STOCKHOLDER.
1. Proposal Two: To amend FOR AGAINST ABSTAIN
the Certificate of Incorporation of [ ] [ ] [ ]
The Ashton Technology Group, Inc.
to increase the number of authorized
shares of preferred stock.
Please sign exactly as name appears below.
When shares are held by joint tenants, both
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
and affix the corporate seal. If a
partnership, please sign in partnership name
by authorized person. No postage is required
if returned in the enclosed envelope and
mailed in the United States.
Signature(s)______________________ Date _________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
