<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/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 Section 240.14a-11(c) or Section 240.14a-12
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):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------
(5) Total fee paid:
---------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
LANVISION SYSTEMS, INC.
4700 DUKE DRIVE, SUITE 170
MASON, OHIO 45040-9374
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 2000
To Our Shareholders:
A Special Meeting of Shareholders ("Meeting") of LanVision Systems,
Inc. (the "Company"), a Delaware corporation, will be held at 9:00 a.m. (Eastern
Standard Time) on Wednesday, January 12, 2000, at 4700 Duke Drive, Suite 170,
Mason, Ohio, 45040, for the following purposes:
1. To approve a capital restructuring proposal to permit the
Board of Directors, at its sole discretion, to amend the
Certificate of Incorporation of the Company to effect a
reverse stock split of the Company's issued and outstanding
Common Stock at a ratio not to exceed one-for-three (1:3).
2. To transact such other business as may properly come before
the Meeting or any postponement or adjournment thereof.
Shareholders of record at the close of business on December 16, 1999,
are entitled to notice of and to vote at the Meeting. In accordance with
Delaware Law, a list of stockholders entitled to vote at the Meeting will be
available at the Meeting at 4700 Duke Drive, Suite 170, Mason, Ohio 45040, on
Wednesday, January 12, 2000, and for ten days prior to the Meeting, between the
hours of 9:00 a.m. and 4:00 p.m. Eastern Standard Time, at the office of the
Transfer Agent, Fifth Third Bank, Corporate Trust Administration, 38 Fountain
Square Plaza, Cincinnati, Ohio 45263.
The Board of Directors of the Company extends a cordial invitation to
all shareholders to attend the Meeting in person. Whether or not you plan to
attend the Meeting, please fill in, date, sign, and mail the enclosed proxy in
the return envelope as promptly as possible. Your proxy may be revoked by you at
any time prior to the Meeting. The prompt return of your completed proxy will
assist the Company in obtaining a quorum of shareholders for the Meeting, but
will not affect your ability to change your vote by subsequent proxy or by
attending the Meeting and voting in person. If you are unable to attend, your
written proxy will assure that your vote is counted.
By Order of the Board of Directors
------------------------------------------
J. Brian Patsy
President and Chief Executive Officer
Mason, Ohio
December 21, 1999
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card,
date and sign it, and return it in the envelope provided, which is addressed for
your convenience. No postage is required if mailed in the United States.
PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE> 3
LANVISION SYSTEMS, INC.
4700 DUKE DRIVE, SUITE 170
MASON, OHIO 45040-9374
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 12, 2000
This proxy statement is furnished to you in connection with the
solicitation by the board of directors of proxies to be voted at a special
meeting of shareholders of LanVision Systems, Inc. The meeting will be held on
Wednesday, January 12, 2000, at 9:00 a.m. (Eastern Standard Time) at 4700 Duke
Drive, Suite 170, Mason, Ohio, 45040, for the purposes set forth in the notice
of special meeting of shareholders attached to this proxy statement. Officers
and regular employees of the company may solicit proxies personally or by
telephone without additional compensation. The company will pay all solicitation
expenses.
The designated proxy holders will vote all proxies that are properly
executed and received prior to the meeting. If a shareholder specifies how the
proxy is to be voted, the proxy will be voted in accordance with such
specifications. If a shareholder does not specify how to vote the proxy, the
proxy will be voted: (1) FOR the approval of the proposal to empower the board
to amend the company's certificate of incorporation to effectuate a
restructuring of the company's capitalization, and (2) in the proxy holders'
discretion, on such other business as may properly come before the meeting. Any
person giving a proxy has the power to revoke it at any time before its exercise
by (1) filing a signed written statement revoking his or her proxy with the
company's secretary or (2) submitting an executed proxy bearing a date later
than that of the proxy being revoked. Any person giving a proxy may also
revoke the proxy by attending the meeting and voting in person. Attendance at
the meeting will not by itself constitute the revocation of a proxy.
This proxy statement and the accompanying proxy are first being sent to
shareholders on or about December 21, 1999. The company will bear the costs of
preparing, assembling, and mailing the notice, proxy statement, and form of
proxy for the meeting.
VOTING SECURITIES
All voting rights are vested exclusively in the holders of the
company's common stock, with each share entitled to one vote. Only shareholders
of record at the close of business on December 16, 1999, are entitled to notice
of and to vote at the meeting or any adjournment. At the close of business on
December 16, 1999, there were 8,838,033 shares of common stock issued and
outstanding. A minimum of a majority of the shares of common stock issued and
outstanding must be represented at the meeting, in person or by proxy, in order
to constitute a quorum. Assuming a quorum is present, the affirmative vote of
the holders of at least two-thirds of the shares of common stock outstanding
will be necessary to approve the proposal to empower
<PAGE> 4
the board to amend the company's certificate of incorporation to effectuate a
restructuring of the company's capitalization.
An abstention or withholding authority to vote will be counted as
present for determining whether the quorum requirement is satisfied at the
meeting. Abstentions shall have the same effect as a vote against the proposal.
A broker "non-vote" occurs when a nominee holding shares for a beneficial holder
does not have discretionary voting power and does not receive voting
instructions from the beneficial owner. Broker "non-votes" will not be treated
as shares present and entitled to vote on the proposal and will have no effect
on the passage of the proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, as of December 1, 1999,
with respect to beneficial ownership of the common stock by each person known by
the company to be the beneficial owner of more than 5% of its outstanding common
stock, by each director and executive officer of the company, and by all
officers and directors of the company as a group. Unless otherwise noted, each
shareholder has sole investment and voting power over the shares owned.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Name and Address of Beneficial Owner Owned(1) of Class(2)
- ------------------------------------ -------- -----------
<S> <C> <C>
Blue Chip Capital Fund Limited Partnership(3).... 746,000 8.44%
250 East 5th Street
Cincinnati, Ohio 45202
Awad Asset Management, Inc.(6)................... 785,250 8.88%
250 Park Avenue, 2nd Floor
New York, NY 10177
The HillStreet Fund, L.P.(7)..................... 750,000 7.82%
300 Main Street
Cincinnati, OH 45202
J. Brian Patsy................................... 2,279,000 25.79%
4700 Duke Drive, Suite 170
Mason, Ohio 45040
Eric S. Lombardo................................. 2,161,000 24.45%
4700 Duke Drive, Suite 170
Mason, Ohio 45040
George E. Castrucci(4)............................... 18,750 *
Z. David Patterson(3)................................ 746,000 8.44%
Thomas E. Perazzo(5)................................. 74,174 *
</TABLE>
2
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<TABLE>
<CAPTION>
<S> <C> <C>
All current directors and executive officers as a group (5 persons)... 5,278,924 59.19%
</TABLE>
- ----------------------------------------------
* 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 60 days thereafter.
(2) These percentages assume the exercise of certain currently exercisable
stock options and warrants.
(3) Mr. Z. David Patterson, a director of the company, is also Executive
Vice President of Blue Chip Venture Company, the general partner of
Blue Chip Capital Fund Limited Partnership. Mr. Patterson may be deemed
to be the beneficial owner of such shares and shares investment power
with the other officers of Blue Chip Venture Company.
(4) Includes 8,750 shares that are issuable upon the exercise of currently
exercisable options.
(5) Includes 2,000 shares held of record by Mr. Perazzo's wife, and 72,174
shares that are issuable upon the exercise of currently exercisable
options.
(6) Based on a Form 13F, filed with the SEC on October 28, 1999.
(7) The company has issued a warrant in connection with the issuance of a
$6,000,000 Note to purchase 750,000 shares of common stock of the
company at $3.87 per share at any time after May 16, 1999 through July
16, 2008.
PROPOSAL FOR
APPROVAL OF A RESTRUCTURING
OF THE COMPANY'S CAPITALIZATION
AT THE DISCRETION OF THE BOARD
INTRODUCTION
In November 1999, the board approved, subject to approval by Nasdaq for
listing on The Nasdaq SmallCap Market and subject to the stockholders' approval
solicited hereby, a capital restructuring proposal to permit the board, at its
sole discretion, to amend the company's certificate of incorporation to
effectuate a reverse stock split of the company's common stock at a ratio not to
exceed one-for-three (1:3). Approval of the proposal would give the board
discretionary authority to implement the proposal for a twenty-four month
period, until January 12, 2002.
The directors propose to have the authority to amend the company's
certificate of incorporation, at their discretion, to reclassify the common
stock of the company to effectuate a reverse stock split, such that for up to
every three (3) pre-amendment shares of common stock held by a stockholder, such
holder would be entitled to one (1) post-amendment share of
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<PAGE> 6
common stock, fractional shares being rounded up to the nearest full
post-amendment share, with outstanding warrants and options to purchase stock
being adjusted accordingly.
The board believes that stockholder approval of an exchange ratio range
(as opposed to approval of a specified exchange ratio) in which the reverse
split may be effected provides the board with maximum flexibility to achieve the
purposes of the reverse split. If the stockholders approve the reverse split at
the meeting, the reverse split will be effected, if at all, only upon a
determination by the board that the reverse split (in an exchange ratio
determined by the board within the limits set forth herein) is in the best
interests of the company and its stockholders at that time. Notwithstanding
approval of the reverse split by the stockholders, the board may, in its sole
discretion, determine not to effect the reverse split. A reverse split would
become effective upon the filing with the Secretary of State of Delaware of an
amendment to the company's certificate of incorporation.
Adjustments to the corporate financial statements to reflect the
reclassification and reverse split are expected to be minimal. The expected
immediate effect in the market would be an approximate increase in the trading
price per share, and a decrease in the number of post-amendment shares involved
in a trade of shares that would have been involved in an identical trade.
Outstanding pre-amendment shares of 8,838,033 would become as few as
approximately 2,946,011 outstanding post-amendment shares (in the event of a
one-for-three split), depending on what ratio was decided by the board.
Effective November 30, 1999, the company's common stock began trading
on The Nasdaq SmallCap Market under the symbol "LANVC" pursuant to certain
conditions. The company's common stock previously was traded on the Nasdaq
National Market. However, following the company's November 18, 1999 appearance
before the Nasdaq Listing Qualifications Panel, Nasdaq denied the company's
request for continued listing on the Nasdaq National Market for failure to meet
continued listing standards. Nasdaq did grant the company's request to be listed
on The Nasdaq SmallCap Market, which has lower maintenance standards.
The listing of the company's common stock on The SmallCap Market is
conditioned on the company, by January 31, 2000: (1) making a public filing with
the SEC evidencing net tangible assets of $3,200,000 as of January 31, 2000
utilizing a December 31, 1999 balance sheet, adjusted for pro forma transactions
during the period December 31, 1999 to the date of the filing and (2) achieving
a closing bid price of at least $1.00 per share and maintaining such bid price
for ten consecutive trading days. Nasdaq may also require different or
additional conditions on the company's common stock in order to continue The
SmallCap Market listing.
The board believes that a delisting could adversely affect the ability
of the company to attract new investors, may result in decreased liquidity of
the outstanding shares of common stock and, consequently, could reduce the price
at which such shares trade and increase the transaction costs inherent to
trading such shares. Although the company's common stock has closed at over
$1.00 per share several times since November 24,1999, there is no assurance that
it
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<PAGE> 7
will maintain this closing bid price for ten consecutive trading days. The
company believes that, if the restructuring is approved and implemented, there
is a greater likelihood that the minimum bid price of the common stock will be
maintained at a level over $1.00 per share. There can be no assurance, however,
that: (1) approval and implementation of the restructuring will succeed in
maintaining the bid price of the company's common stock above $1.00 per share,
(2) even if Nasdaq's minimum bid price maintenance standard were satisfied, the
company would be able to achieve net tangible assets of $3,200,000, or (3) the
company's common stock would not be delisted by Nasdaq for other reasons.
Even though a reverse stock split, by itself, does not impact a
corporation's assets or prospects, a reverse stock split could be followed by a
decrease in the aggregate market value of a corporation's equity capital. The
board, however, believes that this risk is off-set by the prospect that the
reverse stock split will improve the likelihood that the company will be able to
maintain its Nasdaq SmallCap Market listing and may, by increasing the per share
price, make an investment in the common stock more attractive for certain
investors. If the company's securities are delisted from The Nasdaq SmallCap
Market, trading, if any, of the company's securities would thereafter have to be
conducted in the over-the-counter markets. In such event, an investor could find
it more difficult to dispose of, or to obtain accurate quotations as to the
market value of, the company's securities. In addition, if the common stock were
to become delisted from trading on The Nasdaq SmallCap Market and the trading
price of the common stock were to remain below $5.00 per share, trading in the
company's common stock would also be subject to the requirements of certain
rules promulgated under the Securities Exchange Act of 1934, which require
additional disclosure by broker-dealers in connection with any trades involving
a stock defined as a penny stock. The additional burdens imposed upon
broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in the common stock, which could severely limit the
market liquidity of the common stock and the ability of investors to trade the
company's common stock.
The purpose of the reverse split is to increase the market value of the
common stock. The board intends to effect a reverse split only if it believes
that a decrease in the number of shares outstanding is likely to improve the
trading market for the common stock and improve the likelihood that the company
will be allowed to maintain its listing on The Nasdaq SmallCap Market. If the
reverse split proposal is authorized by the stockholders, the board will have
the discretion to implement a reverse stock split once during the next 24
months, or effect no reverse stock split at all. The board has submitted an
exchange ratio range in order to give it latitude. If the trading price of the
common stock increases without a reverse split, a reverse split may not be
necessary, or one of lesser proportions would be required than if the trading
price decreased or remains constant.
In connection with any determination to effect a reverse split, the
board will also select the reverse split ratio that, in its discretion, results
in the greatest marketability of the common stock based on prevailing market
conditions. No further action on the part of the stockholders
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<PAGE> 8
would be required to either effect or abandon a reverse split. If no reverse
split is effected by January 12, 2002, the board's authority to effect a reverse
split will also terminate.
Based upon current market conditions and in light of the Nasdaq Listing
Qualifications Panel's decision discussed above, management has determined that
authorization of the restructuring is in the best interest of the company's
stockholders. The restructuring would be effected by management by filing an
amendment to the certificate of incorporation of the company with the Delaware
Secretary of State.
Holders of the common stock have no preemptive or other subscription
rights.
PROPOSED FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION
If the stockholders approve the restructuring and the board decides to
effect a reverse split prior to January 12, 2002, the company will amend the
existing provision of the certificate of incorporation relating to the company's
authorized capital. Accordingly, the current Article Fourth of the certificate
of incorporation will be numbered as paragraph (1) and the following will be
added as paragraph (2) to Article Fourth:
"(2) Each ________ (___) shares of the Corporation's Common Stock
issued as of the date and time immediately preceding [insert
Date which Amended Certificate is filed], the effective date
of a reverse stock split (the "Split Effective Date"), shall
be automatically changed and reclassified, as of the Split
Effective Date and without further action, into one (1) fully
paid and nonassessable share of the Corporation's Common
Stock; provided, however, that any fractional interest
resulting from such change and classification shall be rounded
upward to the nearest whole share. Share interests due to
rounding are given solely to save expense and inconvenience of
issuing fractional shares and do not represent separately
bargained for consideration. "
If the stockholders approve the restructuring, the above amendment (as
completed to account for the reverse split exchange ratio and the Split
Effective Date) to the company's certificate of incorporation would become
effective upon the board's decision to implement a reverse split and the filing
of an amendment to the certificate of incorporation with the Secretary of State
of Delaware.
PRINCIPAL EFFECTS OF THE RESTRUCTURING
The proposed restructuring will not affect any stockholder's
proportionate equity interest in the company or the rights, preferences,
privileges or priorities of any stockholder, other than an adjustment which may
occur due to fractional shares. A stockholder may hold less than 100 shares of
the company's common stock after the proposed restructuring and as a consequence
may incur greater costs associated with trading. Likewise, the proposed
restructuring will not
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<PAGE> 9
affect the total stockholders' equity of the company or any components of
stockholders' equity as reflected on the financial statements of the company
except (i) to change the numbers of the issued and outstanding shares of common
stock, (ii) to change the stated capital of the company's common stock to
reflect the reverse split, and (iii) for an adjustment which will occur due to
the costs incurred by the company in connection with this proxy statement and
the implementation of such of the proposals as are approved by the stockholders.
The following table illustrates the principal effects on the company's
capital stock of the restructuring for several possible exchange ratios:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NUMBER OF SHARES OF COMMON STOCK PREFERRED STOCK
----------------------------------------------------------- ----------------------------
One-for-Two
Prior to One-for-Two and One-half One-for-Three Prior After
Restructuring Reverse Split Reverse Split Reverse Split Restructuring Restructuring
(1:2) (1:2.5) (1:3)
<S> <C> <C> <C> <C> <C> <C>
Authorized 25,000,000 25,000,000 25,000,000 25,000,000 5,000,000 5,000,000
Issued and
outstanding 8,838,033 4,419,016 3,535,213 2,946,011 0 0
Available for
future issuance 16,161,967 20,580,984 21,464,787 22,053,989 5,000,000 5,000,000
</TABLE>
EXCHANGE OF SHARES; NO FRACTIONAL SHARES
Pursuant to the proposed reverse split, depending on the reverse split
ratio selected by the board, up to every three (3) shares of issued common stock
would be converted and reclassified into one (1) share of post-split common
stock, and any fractional interests resulting from such reclassification would
be rounded upward to the nearest whole share. Share interests due to rounding
are given solely to save expense and inconvenience of issuing fractional shares
and do not represent separately bargained for consideration. For example, a
holder of one hundred (100) shares prior to the Split Effective Date would be
the holder of thirty-four (34) shares at the Split Effective Date if the
one-for-three (1:3) reverse stock split ratio is selected by the board. All
shares held by a stockholder will be aggregated and one new stock certificate
will be issued, unless the transfer agent is otherwise notified by the
stockholder. The proposed reverse split would become effective immediately on
the Split Effective Date. Stockholders will be notified on or after the Split
Effective Date that the reverse split has been effected. The company's transfer
agent, Fifth Third Bank, Corporate Trust Administration, will act as the
company's exchange agent for stockholders in implementing the exchange of their
certificates.
As soon as practicable after the Split Effective Date, stockholders
will be notified and provided the opportunity (but shall not be obligated) to
surrender their certificates to the exchange agent in exchange for certificates
representing post-split common stock. Stockholders will not receive certificates
for shares of post-split common stock unless and until the certificates
representing their shares of pre-split common stock are surrendered and they
provide such evidence of ownership of such shares as the company or the exchange
agent may require. Stockholders should not forward their certificates to the
exchange agent until they have received
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<PAGE> 10
notice from the company that the reverse split has become effective. Beginning
on the Split Effective Date, each certificate representing shares of the
company's pre-split common stock will be deemed for all corporate purposes to
evidence ownership of the appropriate number of shares of post-split common
stock.
No service charge will be payable by stockholders in connection with
the exchange of certificates, all costs of which will be borne and paid by the
company.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
A summary of the federal income tax consequences of the restructuring
is set forth below. The discussion is based on present federal income tax law.
The discussion is not intended to be, nor should it be relied on as, a
comprehensive analysis of the tax issues arising from or relating to the
proposed restructuring. Income tax consequences to the stockholders may vary
from the federal tax consequences described generally below.
The company believes that the reorganization will constitute a
"recapitalization" under Section 368(a)(1)(E) of the Internal Revenue Code of
1986. Provided that the reorganization constitutes a recapitalization within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code, for federal income
tax purposes:
- - no gain or loss will be recognized by the company as a result of the
restructuring and no gain or loss will be recognized by stockholders
who receive post-split common stock in exchange for issued common
stock;
- - the aggregate federal income tax basis of the post-split common stock
received by a stockholder will be the same as the aggregate federal
income tax basis of the issued common stock surrendered in exchange
therefor; and
- - the holding period of the post-split common stock received by a
stockholder will include the period during which the issued common
stock surrendered in exchange therefor was held, provided that the
issued common stock was held as a capital asset by the stockholder on
the date of the exchange.
The foregoing discussion is intended only as a summary of the material
federal income tax consequences of the restructuring. The foregoing discussion
does not address the tax consequences that may be relevant to particular
taxpayers in light of their personal circumstances or to taxpayers subject to
special treatment under the Internal Revenue Code (for example, tax exempt
entities, life insurance companies, regulated investment companies and foreign
taxpayers). The foregoing discussion is not intended as tax advice to any person
or entity.
No information is provided herein with respect to the tax consequences,
if any, of the restructuring under applicable state, local, foreign, and other
tax laws. No ruling from the
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<PAGE> 11
Internal Revenue Service or opinion of counsel will be obtained regarding the
federal income tax consequences to the stockholders as a result of the
restructuring.
The foregoing discussion is based upon the provisions of the Internal
Revenue Code, applicable Treasury regulations thereunder, Internal Revenue
Service rulings, and judicial decisions as in effect as of the date of this
document. There can be no assurance that future legislative, administrative, or
judicial changes or interpretations will not affect the accuracy of the
statements or conclusions set forth herein. Any such change could apply
retroactively and could affect the accuracy of this discussion.
YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX
CONSEQUENCES TO YOU OF THE RESTRUCTURING, INCLUDING THE APPLICATION OF FEDERAL,
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.
VOTING REQUIREMENTS
Each holder of common stock is entitled to one vote per share held. The
holders of a majority of the shares of the common stock issued and outstanding
constitutes a quorum. The affirmative vote of holders of at least two-thirds of
the outstanding shares of common stock is required for approval of the grant of
discretionary authority to implement the restructuring. In the event that a
quorum is not present or represented at the meeting, the stockholders entitled
to vote at the meeting present in person or by proxy shall have power to adjourn
the meeting until a quorum shall be present or represented. Proxies solicited by
the board will be voted for approval of the grant of discretionary authority to
implement the restructuring, unless otherwise indicated.
A stockholder voting through a proxy who abstains with respect to
approval of the proposal for the grant of discretionary authority to implement
the restructuring shall be considered to have cast a negative vote with respect
to the grant of discretionary authority to implement the restructuring at the
meeting.
RECOMMENDATION OF THE BOARD
The board of directors recommends a vote "FOR" the proposal to grant
discretionary authority to the board to amend the company's certificate of
incorporation to effectuate the restructuring. Unless a contrary choice is
specified, proxies solicited by the board will be voted FOR approval of the
grant of discretionary authority to the board to amend the certificate of
incorporation to effectuate the restructuring.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD TO AMEND THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECTUATE A RESTRUCTURING OF THE COMPANY'S CAPITALIZATION.
9
<PAGE> 12
SHAREHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the company's proxy
statement and form of proxy relating to the company's 2000 annual meeting of
stockholders must be received by the company not later than December 26, 1999.
Such proposals should be sent to the Corporate Secretary, LanVision Systems,
Inc., 4700 Duke Drive, Suite 170, Mason, Ohio 45040-9374. The inclusion of any
proposal will be subject to applicable rules of the SEC, 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 2000 annual meeting of stockholders
must inform the company no later than March 10, 2000. If notice is not provided
by that date, the persons named in the company's proxy for the 2000 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 2000 annual meeting.
OTHER MATTERS
The board does not presently intend to bring any other business before
the meeting, and, so far as is known to the board, no matters are to be brought
before the meeting except as specified in the notice of special meeting. No
stockholder has informed the company of any intention to propose any other
matter to be acted upon at the 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.
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.
10
<PAGE> 13
REVOCABLE PROXY
LANVISION SYSTEMS, INC.
4700 DUKE DRIVE, SUITE 170
MASON, OHIO 45040-9374
PROXY SOLICITED BY BOARD OF DIRECTORS FOR SPECIAL MEETING
JANUARY 12, 2000
The undersigned hereby appoints J. Brian Patsy and Eric S. Lombardo,
and each of them, attorneys-in-fact and proxies, each with the full power of
substitution, to vote all shares of the Common Stock of LanVision Systems, Inc.
that the undersigned would be entitled to vote if personally present at the
Special Meeting of Stockholders to be held on Wednesday, January 12, 2000, and
any adjournments or postponements thereof, upon all matters that may properly
come before the Special Meeting. Without otherwise limiting the foregoing
general authorization, the proxies are instructed to vote as indicated herein.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING MATTERS TO
COME BEFORE THE SPECIAL MEETING.
1. To approve a capital restructuring proposal to permit the
Board of Directors, at its sole discretion, to amend the
Certificate of Incorporation of the Company to effect a
reverse stock split of the Company's issued and outstanding
Common Stock at a ratio not to exceed one-for-three (1:3).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To transact such other business as may properly come before
the meeting or any postponement or adjournment thereof.
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 Proposal 1.
(continued on other side)
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<PAGE> 14
The undersigned acknowledges having received from LanVision Systems,
Inc., prior to the execution of this Proxy, a Notice of Special Meeting and a
Proxy Statement.
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.
Date:______________ __________________________________________
Signature(s) of Stockholder or Stockholders,
(Executors, Administrators, Trustees, etc. should
give full title.)
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.
