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
PARADIGM ADVANCED TECHNOLOGIES, INC.
Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
_______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________
[ ] Fee paid previously with preliminary materials.
______________________________________________________________________ _
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
_____________________________________________________________________ _
(2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________ _
(3) Filing party:
______________________________________________________________________ _
(4) Date filed:
______________________________________________________________________ _
<PAGE>
PARADIGM ADVANCED TECHNOLOGIES, INC.1 Concorde Gate, Suite 201
Toronto, Ontario
Canada M3C 3N6
(416) 447-3235
February 15, 1999
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders
(the "Special Meeting") of Paradigm Advanced Technologies, Inc. to be held on
Friday, February 26, 1999 at 11:00 a.m., Eastern Standard Time, at the
Paradigm's offices at 1 Concorde Gate, Suite 201, Toronto, Ontario, Canada M3C
3N6.
At the Special Meeting, you will be asked to consider and vote upon a
proposal to amend Paradigm's Certificate of Incorporation to increase the number
of authorized shares of common stock (the "Proposal"). Paradigm's Board of
Directors has unanimously approved the Proposal and unanimously recommends a
vote in favor of the Proposal.
In the materials accompanying this letter, you will find a Notice of
the Special Meeting of Stockholders, a Proxy Statement and a Proxy Card relating
to the actions to be taken by Paradigm's stockholders at the Special Meeting.
The Proxy Statement more fully describes the Proposal and includes important
information concerning Paradigm.
Whether or not you plan to attend the Special Meeting, please complete,
sign and date the accompanying proxy card and return it in the enclosed
envelope. You may revoke your proxy in the manner described in the accompanying
Proxy Statement at any time before it has been voted at the Special Meeting. If
you attend the Special Meeting, you may vote in person even if you have
previously returned your proxy card. Your prompt cooperation will be greatly
appreciated.
Sincerely,
David Kerzner
President, Chairman of the Board
and Chief Executive Officer
<PAGE>
PARADIGM ADVANCED TECHNOLOGIES, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held on February 26, 1999
To the Stockholders of Paradigm Advanced Technologies, Inc.:
Notice is hereby given that the Special Meeting of Stockholders of
Paradigm Advanced Technologies, Inc., a Delaware corporation, will be held on
Friday, February 26, 1999, at 11:00 a.m. Eastern Standard Time, at Paradigm's
offices at 1 Concorde Gate, Suite 201, Toronto, Ontario, Canada M3C 3N6, for the
following purposes:
1. To consider and act upon a proposal to amend Paradigm's
Certificate of Incorporation to increase the number of
authorized shares of common stock, $.0001 par value, from
30,000,000 to 100,000,000.
2. To transact such other business as may properly come before
the Special Meeting or adjournments thereof.
Only stockholders of record at the close of business on February 12,
1999 are entitled to notice of and to vote at the Special Meeting or any
adjournments thereof.
Toronto, Ontario, Canada By Order of the Board of Directors
February 15, 1999
David Kerzner
President, Chief Executive Officer
and Secretary
IMPORTANT:
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE PROMPTLY
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF PARADIGM, AND RETURN IT TO PARADIGM. THE PROXY MAY BE REVOKED AT
ANY TIME BEFORE IT IS VOTED, AND STOCKHOLDERS EXECUTING PROXIES MAY ATTEND THE
MEETING AND VOTE IN PERSON SHOULD THEY SO DESIRE.
<PAGE>
PARADIGM ADVANCED TECHNOLOGIES, INC.
1 Concorde Gate, Suite 201
Toronto, Ontario
Canada M3C 3N6
(416) 447-3235
-----------------------------
PROXY STATEMENT
-----------------------------
The Board of Directors of Paradigm Advanced Technologies, Inc. presents
this Proxy Statement and the enclosed proxy card to all stockholders and
solicits their proxies for the Special Meeting of Stockholders to be held on
February 26, 1999. The record date of this proxy solicitation is February 12,
1999. All proxies duly executed and received will be voted on all matters
presented at the Special Meeting in accordance with the instructions given by
such proxies. In the absence of specific instructions, proxies so received will
be voted for the amendment to the Certificate of Incorporation. The Board of
Directors does not know of any matters that may be brought before the Special
Meeting other than those listed on the Notice of the Special Meeting.
In the event that any other matter should come before the Special
Meeting, the persons named in the enclosed proxy will have discretionary
authority to vote all proxies not marked to the contrary with respect to such
matter in accordance with their best judgment. A proxy may be revoked at any
time before being voted by sending a new proxy bearing a later date or a
revocation notice to Paradigm at the above address, Attn: Secretary, or by
notifying the Secretary of Paradigm at the Special Meeting. Paradigm is
soliciting these proxies and will pay the entire expense of solicitation, which
will be made by use of the mails. This Proxy Statement is being mailed on or
about February 15, 1999.
The total number of shares of Paradigm's common stock outstanding as of
January 29, 1999 was 29,852,662. The common stock is the only outstanding class
of securities of Paradigm entitled to vote. Each share of common stock has one
vote. Only stockholders of record as of the close of business on February 12,
1999 will be entitled to vote at the Special Meeting or any adjournments
thereof.
The affirmative vote by holders of a majority of the votes represented
at the Special Meeting is required for approval of the amendment to the
Certificate of Incorporation. Shares represented by proxies which are marked
"abstain" with respect to the approval of the amendment to the Certificate of
Incorporation will not be included in the vote totals on the Proposal. All
proxies will be counted for determining the presence of a quorum. In addition,
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not provided voting instructions (commonly referred
to as "broker non-votes"), those shares will not be included in the vote totals.
<PAGE>
A list of stockholders entitled to vote at the Special Meeting will be
available at the Paradigm's offices, at 1 Concorde Gate, Suite 201, Toronto,
Ontario, Canada M3C 3N6, during business hours, for a period of ten (10) days
prior to the Special Meeting for examination by any stockholder. Such list shall
also be available at the Special Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of the outstanding common stock of Paradigm (i) each
director, (ii) each executive officer, (iii) each five percent (5%) stockholder
of the Paradigm and (iv) all directors and executive officers as a group. The
calculations of the percent of shares beneficially owned are based on 29,852,662
shares of common stock outstanding on January 29, 1999.
<TABLE>
<S> <C> <C>
Amount and Nature of Beneficial
Name and Address Ownership (1) Percent of Class
- ---------------- ------------- ----------------
David Kerzner, President, Chief Executive 6,445,000 (2)(3) 17.9%
Officer, Secretary and Director
663 Glencairn Avenue
Toronto, Ontario M6B 1Z8
Selwyn Wener, Chief Financial Officer 1,000,000 (4) 3.2%
34 Braeburn Drive
Thornhill, Ontario L3T 4W6
Clifford Richler, Vice President 2,400,000 (5) 7.8%
37 Wild Briar Way
Toronto, Ontario M2J 2L3
Jacob Kerzner, Director 1,975,000 (6)(7) 6.3%
148 Faywood Blvd.
Downsview, Ontario M3H 2W7
C-SAW Investments 4,400,000 14.7%
80 Broad Street, 26th Floor
New York, NY 10004
Sarah Casse 3,350,000 (8) 10.6%
63 Otter Crescent
North York Ontario M5N 2W7
Mendel Raskin 3,333,360 (9) 10.6%
338 Crown Street
New York, NY 11225
Jack Lee 3,802,668 (10) 12.0%
28 Old Park Lane
Richmond Hill, Ontario L4B 2L4
All Directors and executive officers as a group (4 11,820,000(3)(7) 29.8%
persons)
</TABLE>
<PAGE>
(1) Under SEC rules, beneficial ownership includes any shares as to which
an individual has sole or shared voting power or investment power.
Unless otherwise indicated, Paradigm believes that all persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them. A person is also
deemed to be the beneficial owner of securities that can be acquired by
such person within 60 days from the date hereof upon the exercise of
warrants or options. Each beneficial owner's percentage ownership is
determined by assuming that options or warrants that are held by such
person and which are exercisable within 60 days from the date hereof
have been exercised.
(2) Includes (a) 3,187,500 shares of common stock issuable upon the
exercise of presently exercisable stock options and (b) 3,000,000
shares of common stock issuable upon the conversion presently
convertible debentures.
(3) Includes 200,000 shares beneficially owned by Mr. Kerzner's wife.
(4) Represents shares of common stock issuable upon the exercise of
presently exercisable stock options.
(5) Includes 1,000,000 shares of common stock issuable upon the
exercise of presently exercisable stock options.
(6) Includes (a) 562,500 shares of common stock issuable upon the exercise
of presently exercisable stock options and (b) 1,000,000 shares of
common stock issuable upon the conversion of presently convertible
debentures.
(7) Includes 1,000,000 shares owned by the Kerzner Family Trust.
(8) Includes 1,875,000 shares of common stock issuable upon the exercise of
presently exercisable stock options.
(9) Includes 1,666,680 shares of common stock issuable upon the exercise of
presently exercisable stock options.
(10) Includes 1,958,334 shares of common stock issuable upon the exercise of
presently exercisable stock options.
THE PROPOSAL
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
The Board of Directors has unanimously approved, for submission to the
stockholders, an amendment to Section Fourth of the Paradigm's Certificate of
Incorporation (the "Amendment") to increase the number of authorized shares of
common stock, $.0001 par value, to 100,000,000 shares. The Certificate of
Incorporation presently authorizes 30,000,000 shares of common stock, $.0001 par
value. The text of the proposed Amendment is attached hereto as Appendix A.
As of January 29, 1999, 29,852,662 shares of common stock were issued
and outstanding. An additional 10,993,334 shares were reserved for issuance upon
exercise of outstanding stock options, and 5,700,000 shares were reserved for
issuance upon conversion of convertible debentures. Accordingly, if all
outstanding options were exercised and the debentures were converted, an
aggregate of 46,545,996 shares of common stock would be issued and outstanding.
The Board of Directors believes that the additional 70,000,000 shares
of common stock that would become available if the proposal is approved would
afford Paradigm greater flexibility in meeting its future capital requirements
and other corporate needs which may arise, including grants of options under the
Plan. Paradigm currently has certain agreements and arrangements that will
result in the issuance of additional shares of common stock. There can be no
assurance, however, that any further arrangement or transaction will be entered
into that would result in the issuance of additional shares.
<PAGE>
The Certificate of Incorporation and By-Laws currently contain no
anti-takeover provisions. Although the Board of Directors does not consider the
Amendment to increase the authorized number of shares of common stock to be an
anti-takeover proposal, it may be considered to be one. The availability of
additional shares of common stock may make it more difficult for a corporation
or other entity to gain control of Paradigm. In the event of a proposed merger,
tender offer or proxy contest that is not approved by incumbent management, the
Board of Directors may be able to authorize the issuance of common stock on
terms which could impede the completion of such a transaction. Paradigm's
officers and directors as a group own approximately 29.8% of its outstanding
Common Stock and may not be in a position to determine the disposition of any
matter to be acted on absent the availability of additional common stock.
The affirmative vote of the holders of a majority of the outstanding
shares of common stock is required under Delaware law for the adoption of the
Amendment to the Certificate of Incorporation. Accordingly, if the Amendment is
approved, the Board of Directors intends to file an amendment to Paradigm's
Certificate of Incorporation, following the Special Meeting, to change Section
Fourth to read substantially as set forth in Appendix A to this Proxy Statement,
subject to any changes as may be required by law or otherwise deemed advisable.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE
AMENDMENT TO PARADIGM'S CERTIFICATE OF INCORPORATION.
By Order of the Board of Directors
David Kerzner
President, Chief Executive Officer and Secretary
Toronto, Ontario, Canada
February 15, 1999
<PAGE>
APPENDIX A
The following sets forth the proposed amendment to a Section Fourth of
the Certificate of Incorporation of Paradigm Advanced Technologies, Inc., in
substantially the form in which it will be filed with the Delaware Secretary of
State, subject to any changes as may be required by law or otherwise deemed
advisable by the Company.
"FOURTH: The corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
----- ---------------- ---------
Common 100,000,000 $0.0001"
<PAGE>
PROXY PARADIGM ADVANCED TECHNOLOGIES, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David Kerzner, with power of substitution,
as proxy, to appear and vote, as designated below, all the shares of common
stock of Paradigm Advanced Technologies, Inc., held of record by the undersigned
on February 12, 1999 at the Special Meeting of Stockholders to be held on
February 26, 1999 and any adjournments or postponements thereof.
1. To approve a proposal to amend Paradigm's Certificate of Incorporation
to increase the number of authorized shares of common stock, $.0001 par value,
from 30,000,000 to 100,000,000.
|_| FOR |_| AGAINST |_| ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS INDICATED, THE PROXY WILL
BE VOTED "FOR" THE ABOVE PROPOSAL.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
Dated: _____________________, 1999
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Signature
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Signature
IMPORTANT: Please sign exactly as your name
or names appear(s) hereon. Joint owners
should each sign. If you sign as agent
or in any other representative capacity,
please set forth such capacity. If a
corporation, please give full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
