SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. _________]
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SMLX TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
SMLX TECHNOLOGIES, INC.
(Name of Person(s) Filing Proxy Statement)
<PAGE>
SMLX TECHNOLOGIES, INC.
376 Ansin Boulevard
Hallandale, Florida 33009
(954) 455-0110
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 2000
TO THE SHAREHOLDERS OF SMLX TECHNOLOGIES, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of SMLX
Technologies, Inc., a Colorado corporation (the "Company"), will be held at
the Holiday Inn Sun Spree, 2711 South Ocean Drive, Hollywood, Florida, on
Tuesday, July 11, 2000, at 10:00 a.m., Eastern Time, and at any and all
adjournments thereof, for the purpose of considering and acting upon the
following matters.
1. The election of seven (7) Directors of the Company to serve until the
next Annual Meeting of Shareholders and until their successors have been duly
elected and qualified;
2. The ratification of the appointment of Schmidt, Raines, Triest,
Dickenson & Adams, P.L. as the Company's independent auditors; and
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the Common Stock, $.0001 par value, of the Company of
record at the close of business on June 7, 2000, will be entitled to notice of
and to vote at the Meeting or at any adjournment or adjournments thereof. The
proxies are being solicited by the Board of Directors of the Company.
All shareholders, whether or not they expect to attend the Annual
Meeting of Shareholders in person, are urged to sign and date the enclosed
Proxy and return it promptly in the enclosed postage-paid envelope which
requires no additional postage if mailed in the United States. The giving of
a proxy will not affect your right to vote in person if you attend the
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
COLIN N. JONES, PRESIDENT
Hallandale, Florida
June 7, 2000
<PAGE>
SMLX TECHNOLOGIES, INC.
376 Ansin Boulevard
Hallandale, Florida 33009
(954) 455-0110
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 2000
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of SMLX Technologies, Inc., a Colorado corporation (the "Company"),
for use at the Company's Annual Meeting of Shareholders to be held at the
Holiday Inn Sun Spree, 2711 South Ocean Drive, Hollywood, Florida, on Tuesday,
July 11, 2000, at 10:00 a.m., Eastern Time, and at any and all adjournments
thereof. It is anticipated that this Proxy Statement and the accompanying
Proxy will be mailed to the Company's shareholders on or about June 13, 2000.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report for the year ended December 31, 1999, is
being simultaneously mailed to the Company's shareholders, but does not
constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
Common Stock, $.0001 par value, with each share entitled to one vote. Only
shareholders of record at the close of business on June 7, 2000, are entitled
to notice of and to vote at the Meeting or any adjournment thereof. On June
7, 2000, the Company had 12,104,648 shares of its no par value Common Stock
outstanding, each share of which is entitled to one vote on all matters to be
voted upon at the Meeting, including the election of Directors. Cumulative
voting in the election of Directors is not permitted.
A majority of the Company's outstanding common stock represented in
person or by proxy shall constitute a quorum at the Meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of the
Company's Common Stock owned beneficially, as of June 7, 2000, by any person,
who is known to the Company to be the beneficial owner of 5% or more of such
common stock, and, in addition, by each Director of the Company, and Nominee
for Director, and by all Directors, Nominees for Director and Officers of the
Company as a group. Information as to beneficial ownership is based upon
statements furnished to the Company by such persons.
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- -------------------- ----------
Henry B. Schur 1,252,500 (1) 10.2%
376 Ansin Boulevard
Hallandale, FL 33009
Debra L. Ross 1,252,500 (2) 10.2%
376 Ansin Boulevard
Hallandale, FL 33009
Colin N. Jones 330,000 (3) 2.7%
193 Cove Road
West Palm Beach, FL 33413
Joel Marcus 290,000 (4) 2.4%
676 West Prospect Road
Fort Lauderdale, FL 33309
Kenneth H. Robertson 2,650,000 (5) 21.8%
No. 206
855 S. Federal Highway
Boca Raton, FL 33432
Gerald M. Wochna 2,650,000 (6) 21.8%
No. 206
855 S. Federal Highway
Boca Raton, FL 33432
Khalid Hossain 2,774,796 (7) 18.6%
56 Grande Rue
CH-1700 Friburg
Switzerland
Sherman O. Jones 104,500 (8) 0.9%
12026 N. 81st Street
Scottsdale, AZ 85206
James Whidden -0- --
376 Ansin Boulevard
Hallandale, FL 33009
Software & Healthcare 1,000,000 8.3%
Technology Fund, LLC
No. 206
855 S. Federal Highway
Boca Raton, FL 33432
2
<PAGE>
Robertson & Partners, L.L.C. 1,600,000 13.2%
No. 206
855 S. Federal Highway,
Boca Raton, FL 33432
International Technologies 700,000 5.8%
Ltd.
c/o William Smith
P.O. Box F-40729
Freeport, Bahamas
All Directors, Nominees for 7,451,796 47.5%
Director and Executive
Officers as a Group
(8 Persons)
_______________________
(1) Includes 862,500 shares held of record by Mr. Schur's wife, Debra Ross,
80,000 shares held by Mr. Schur's daughter, 100,000 shares held in trust
for Mr. Schur's daughter, 200,000 shares underlying options held by
Mr. Schur, and 10,000 shares underlying options held by Mr. Schur's wife.
Mr. Schur disclaims beneficial ownership of the shares and options held
by his wife and the shares held by his daughter and in trust for his
daughter.
(2) Includes 862,500 shares held directly by Mrs. Ross, 80,000 shares held
by Mrs. Ross' daughter, 100,000 shares held in trust for Mrs. Ross'
daughter, 200,000 shares underlying options held by Mrs. Ross' husband,
and 10,000 shares underlying options held by Mrs. Ross.
(3) Includes 30,000 shares held directly and 300,000 underlying options held
by Mr. Jones.
(4) Includes 90,000 shares held directly and 200,000 shares underlying stock
options held by Mr Marcus.
(5) Represents 50,000 shares underlying options held by Mr. Robertson;
1,600,000 shares held by Robertson & Partners, L.L.C. ("R&P") and
1,000,000 shares held by Software & Healthcare Technology Fund, L.L.C.
("SHTF"). Mr. Robertson is a majority owner and a manager of R&P and R&P
is the manager of SHTF. Mr. Robertson is also an investor in SHTF. Mr.
Robertson therefore has shared voting and shared investment control over
the 2,600,000 shares.
(6) Represents 50,000 shares underlying options held by Mr. Wochna; 1,600,000
shares held by Robertson & Partners, L.L.C. ("R&P") and 1,000,000 shares
held by Software & Healthcare Technology Fund, L.L.C. ("SHTF"). Mr.
Wochna is a 20% owner and a manager of R&P and R&P is the manager of
SHTF. Mr. Wochna, therefore, has shared voting and shared investment
control over the 2,600,000 shares.
(7) Represents shares underlying options held by HelveStar S.A., of which
Mr. Hossain is Chairman.
(8) Includes 102,500 shares held directly by Mr. Jones and 2,000 shares held
by Mr. Jones' wife.
3
<PAGE>
Robertson & Partners L.L.C. ("R&P") is affiliated with the Company in
that Kenneth H. Robertson, who is a manager and a majority owner of R&P, is a
Director of the Company. Gerald M. Wochna, who is a manager and 20% owner of
R&P, is also a Director of the Company. Software & Healthcare Technology
Fund, LLC ("SHTF") is managed by R&P and Kenneth H. Robertson is an investor
in SHTF.
SHTF, R&P, Automated Health Technologies, Inc., Jennifer J. Schur Trust,
Joel Marcus, Debra L. Ross, Jennifer J. Schur, and the Joel Marcus Irrevocable
Trust have agreed to vote the shares which they hold on the conditions and
subject to the terms of a Stockholders' Agreement dated May 15, 1998.
There are no known agreements, the operation of which may at a subsequent
date result in a change in control of the Company.
The Company knows of no arrangement or understanding, the operation of
which may at a subsequent date result in a change of control of the Company.
ELECTION OF DIRECTORS
The Company's Bylaws currently provide that the Board of Directors
consists of seven (7) members. The Board of Directors recommends the ELECTION
as Directors of the seven (7) nominees listed below, to hold office until the
next Annual Meeting of Shareholders and until their successors are elected and
qualified or until their earlier death, resignation or removal. Each of the
current members of the present Board of Directors has been nominated for
reelection, except for Khalid Hossain, whose term as a Director will end at
the Annual Meeting of Shareholders. The person named as "Proxy" in the
enclosed form of Proxy will vote the shares represented by all valid returned
proxies in accordance with the specifications of the shareholders returning
such proxies. If at the time of the Meeting any of the nominees named below
should be unable to serve, which event is not expected to occur, the
discretionary authority provided in the Proxy will be exercised to vote for
such substitute nominee or nominees, if any, as shall be designated by the
Board of Directors.
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company presently
held, and the period during which each person has served as a Director:
POSITIONS AND OFFICES HELD AND
NAME AGE TERM AS A DIRECTOR
---- --- ------------------------------
Colin N. Jones 78 President and Chairman of the Board
since April 1998
Henry B. Schur 55 Vice President - Operations
and Director of the Company since
March 1997; Vice President and a
Director of Simplex-Florida
Joel Marcus 59 Chief Financial Officer and Director
since December 1997
Kenneth H. Robertson 65 Director since August 1998
Gerald M. Wochna 57 Director since August 1998
4
<PAGE>
Sherman O. Jones 70 Director since January 2000
James Whidden 64 President-elect and nominee for
Director
There is no family relationship between any Director or Executive Officer
of the Company.
The Company has audit, compensation, executive and insurance committees.
The Audit Committee currently consists of Kenneth Robertson and Gerald
Wochna. The primary functions of the Audit Committee are: to recommend the
selection of independent auditors; review the scope and results of the last
audit with the independent auditors; review with management and the
independent auditors the Company's last year end audit; and make
recommendations as to changes needed in the Company's internal accounting and
audit procedures. During 1999, the Audit Committee held two meetings.
The Compensation Committee currently consists of Sherman Jones and
Kenneth Robertson. The primary functions of the Compensation Committee are
to: recommend compensation packages for each Executive Officer and recommend
and/or approve the granting of stock options, cash bonuses and other benefit
plans for employees in accordance with the Company's stock option plan.
During 1999, the Compensation Committee held two meetings.
The Executive Committee currently consists of Colin Jones, Kenneth
Robertson and Henry Schur. The primary function of the Executive Committee is
to review certain issues relating to SMLX's business between meetings of the
full Board of Directors. During 1999, the Executive Committee held two
meetings.
The Insurance Committee currently consists of Joel Marcus and Gerald
Wochna. The primary functions of the Insurance Committee are to: review
current insurance policy coverage; recommend additional coverage and/or
additional type of insurance, needed to properly protect the Company's assets;
and recommend changes in organizational structure that will serve to give
further protection to the Company's assets. During 1999, the Insurance
Committee held four meetings.
Set forth below are the names of all directors and executive officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the principal
occupations and employment of such persons during at least the last five
years:
COLIN N. JONES has served as the President and Chairman of the Board of
the Company since April 10, 1998. He has announced that he will resign as
President effective July 1, 2000. Mr. Jones served as CEO and Chairman of
Automated Health Technologies from November 1996 to April 1998 and was a
consultant to that firm from February 1996 to November 1996. From July 1994
until January 1996, he served as Chairman, International of INTEC, an
international consulting firm specializing in reengineering. From February
1983 until March 1988, he served as Chairman of Proximity Technologies and
continued as Vice President, International until July 1994 for Franklin
Electronics, which had purchased Proximity Technologies. From June 1974 until
February 1983, he owned and operated his own merger and acquisition firm.
5
<PAGE>
From January 1970 until June 1974, he was President and CEO of Sensormatic
Electronics and remained a consultant until June 1984. From September 1950
until January 1970, he was employed by IBM in various positions with his final
position being Manager of Sales Programs for the Office Products Division.
Mr. Jones received a BSME Degree from the University of Texas in 1949.
HENRY SCHUR has served as the Company's Vice President of Operations and
a Director since March 5, 1997. He has served as President of Analyte
Diagnostics, Inc., a wholly owned subsidiary of Simplex-Florida since June
1995. He is the Company's principal scientist and one of the principal
inventors of the Company's products. Mr. Schur has an undergraduate degree in
Health Sciences from Florida International University and post graduate
studies in Business Management at the University of Oklahoma. In the course
of Mr. Schur's professional career, he has occupied responsible positions with
companies engaged in the manufacture of diagnostics products and biochemicals,
including specifically, Arcade, Inc., Chattanooga, Tennessee (1986 to 1987),
and Cordis Corporation, Miami, Florida (1966 to 1968). Mr. Schur, in 1991,
was formerly employed by Americare, with whom Mr. Schur is now in litigation.
Mr. Schur is a principal inventor of a number of the Company's products and
has a number of issued U.S. and foreign patents to his credit.
JOEL MARCUS has served as of the Company's Chief Financial Officer since
July 1999, and as a Director of the Company since December 1997. He has been
self-employed as a certified public accountant in Florida since 1974 when he
became a licensed CPA. Mr. Marcus received a Bachelor of Science Degree in
Business Administration from Hofstra University in New York in 1960 and
completed graduate studies at CW Post Tax Institute in 1963.
KENNETH H. ROBERTSON has been a Director of the Company since August
1998. Mr Robertson is President and CEO of Conference-Call USA, Inc., a
successful teleconferencing company which he co-founded in 1987 and sold in
December 1996 to Citizens Utilities, Inc. Following the sale, he has
continued as CEO of that entity, and it has continued to grow under his
leadership. Mr. Robertson has extensive experience in a diverse range of
business activities with special emphasis on sales and financial management.
In 1981 he moved to Florida as President and CEO of Alo-Scherer Healthcare
(now Scherer Healthcare, Inc.) and held that position until 1983 at which time
he resigned and has remained a director of this NASDAQ-listed company. Mr.
Robertson received a Bachelor's Degree in Economics from Wabash College in
1956.
GERALD M. WOCHNA has been a Director of the Company since August 1998.
Since 1984, he has been involved in the formation, financing and development
of several small businesses, both individually and as a member/manager of
Robertson & Partners, L.L.C. Since 1984, Mr. Wochna has been involved in land
development and the development, construction, leasing and financing of
retail, warehouse and office properties. From 1973 to 1984, he practiced law
with a law firm he established in Boca Raton, Florida. Mr. Wochna continued
to practice law on an "of counsel" basis from 1984 to 1989, when he retired
from that profession. Mr. Wochna received his Bachelor's Degree from John
Carroll University, Cleveland, Ohio in 1964, and he graduated from Cleveland
State University Law School in 1968.
SHERMAN O. JONES has been a Director of the Company since January 2000.
He is owner of Camelback Clearing Company, a divesting company that purchases
and sells large quantities of grocery products throughout the Western U.S.,
6
<PAGE>
which he founded in 1990. Mr. Jones was previously employed by IBM for 17
years in various sales positions and as President of Kansas City Securities,
an institutional brokerage firm. Mr. Jones is also a director of Automated
Health Technologies, Inc. He received a Bachelor's Degree in
Accounting/Business from the University of Buffalo in 1951.
JAMES WHIDDEN has agreed to become the President of the Company effective
July 1, 2000. Since 1985, he has been a consultant to chief executive
officers of health care companies. During the last five years, his clients
have included the chief executive officers of Vector Medical Technologies
(drug delivery technologies), LungCheck (lung cancer screening), and HumaScan
(doctor's office ancillary breast-cancer device). Since October 1999, he has
been part-time President of Vector Medical Technologies and has been a
director since March 2000. After consulting for the CEO of HumaScan in 1995,
he joined as its Vice President Clinical Development in 1996 and 1997 and
played a key role in the initial public offering of Humascan (NASDAQ). In
1988, he was President of Humagen (NASDAQ -- male infertility biotechnology),
and in 1989 he was President of Bio-Monitor (NASDAQ -- breast cancer screening
device) when each of these companies went public.
In 1983 and 1984, Mr. Whidden was Senior Vice President Business
Development of Technicon, a $400 million worldwide health care subsidiary of
Revlon. During the years 1975 through 1981, he was President of two divisions
of Becton Dickinson & Co., an industry leader in health care products. In
1970 and 1971, he was Director of Business Development of Electro-Nucleonics,
Inc., a medical device and reagent company. Between 1972 and 1975, he was
President of the SAS Division of Electro-Nucleonics (NASDAQ -- clinical
chemistry systems). Between 1957 and 1970, Mr. Whidden was employed by WR
Grace in a variety of engineering and business development positions at two
divisions, and as Project Manager, Acquisitions at corporate headquarters on
Wall Street.
Mr. Whidden receive a B.S. Degree in Chemical Engineering from Brooklyn
Polytechnic Institute (now New York Polytechnic) in 1957 and a M.S. Degree in
Managerial Science (minor in Microeconomics) from Stevens Institute of
Technology, Hoboken, New Jersey, in 1965.
The Company's Board of Directors held four (4) board meetings during the
fiscal year ended December 31, 1999. Each Director attended at least 75% of
the aggregate number of meetings held by the Board of Directors and its
committees during the time each such Director was a member of the Board or any
committee, except for Khalid Hossain, who only attended 50% of the Board
Meetings held during the period he was a Director.
The Company's executive officers hold office until the next annual
meeting of the directors of the Company which is currently scheduled for July
11, 2000. Except as described below, there are no known arrangements or
understandings between any director or executive officer and any other person
pursuant to which any of the above-named executive officers or directors or
nominees was selected as an officer or director or nominee for director of the
Company.
Sherman O. Jones, Gerald M. Wochna and Kenneth R. Robertson are being
nominated for election as directors of the Company pursuant to the terms of a
Stockholders' Agreement dated May 15, 1998, among the Company and certain
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shareholders of the Company. (See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS -- STOCK SALES IN MAY AND JUNE 1998 AND STOCKHOLDERS'
AGREEMENT.")
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
Director, Officer or beneficial owner of more than 10% of the Company's Common
Stock, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year except as follows: Khalid
Hossain did not file a Form 3 or a Form 5.
EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive
compensation for the Company's President for the years ended December 31,
1999, 1998 and 1997. No executive officer had total annual salary and bonus
in excess of $100,000 during such years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------- -------------------------- -------
SECURI-
TIES
UNDERLY-
OTHER RE- ING ALL
ANNUAL STRICTED OPTIONS/ OTHER
NAME AND PRINCIPAL COMPEN- STOCK SARs LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARD(S) (NUMBER) PAYOUTS SATION
------------------ ---- ------- ----- ------ -------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Colin N. Jones, 1999 $80,000 -- -- -- 100,000 -- --
President<FN1> 1998 $57,231 -- -- -- -- -- --
Nicholas G. 1998 $75,615 -- -- -- -- -- --
Levandoski, Ph.D. 1997 $43,500 -- $19,400 -- 250,000 -- --
__________________
<FN>
<FN1>
Colin Jones has served as President since April 10, 1998.
</FN>
</TABLE>
8
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AGGREGATE OPTION EXERCISES IN YEAR ENDED
DECEMBER 31, 1999 AND DECEMBER 31, 1999 OPTION VALUES
SECURITIES UNDER- VALUE OF UNEXER-
SHARES LYING UNEXERCISED CISED IN-THE
ACQUIRED OPTIONS MONEY OPTIONS/
ON AT 12/31/99 AT 12/31/99
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (NUMBER) REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ---------------- ----------------
Colin Jones -0- -0- 300,000 / 0 $0 / $0
OPTIONS GRANTS IN LAST FISCAL YEAR
Individual Grants
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE
---- ------------ ------------ ----------- ----------
Colin Jones 100,000 31% $0.875 1/4/04
EMPLOYMENT AGREEMENTS
Effective July 1, 1998, the Company entered into two-year employment
agreements with Colin Jones, Nicholas Levandoski and Henry Schur, Executive
Officers of the Company. Nicholas Levandoski retired at the end of 1999.
Under these agreements, each of these persons are entitled a base salary of
$80,000 per year (which amount is to be reviewed annually) plus one-third of a
bonus pool. The bonus pool will be equal to a percentage of the audited pre-
tax profit of the Company, or a minimum of $40,000, if the corporate
achievements set forth below are met. The determination of the bonus pool is
summarized below:
Achievement
Year Profit (Loss)(1) Percentage Estimated Pool
---- ---------------- ---------- --------------
1998 $ (300,000) 12% $ 40,000 (minimum)
1999 $1,200,000 10% $120,000
2000 $2,900,000 8% $232,000 (2)
______________
(1) No bonus pool will be created unless the audited pre-tax profit (loss)
is equal to or better than the achievement level for that year.
(2) Since the employment agreements will end on June 30, 2000, any bonuses
paid for 2000 will be one-half of the amount determined and will not
be paid until completion of the year-end audit.
Each of the employment agreements provide that in the event of a
termination of employment by the Company without cause (as defined in the
agreements), the Company will be required to pay the terminated officer a lump
sum equal to the base salary remaining under the agreement, up to one year,
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plus an amount equal to one years' base salary. If such a termination occurs
within six months of a change in control of the Company, the terminated
officer will receive a lump sum equal to the base salary remaining under the
agreement (without a one year limitation) plus one years' base salary.
James Whidden has agreed to become the Company's President effective July
1, 2000. His initial salary will be $80,000 per year. He will also receive a
stock option package with terms to be agreed upon.
STOCK OPTION PLAN
During March 1997, the Board of Directors adopted a Stock Option Plan
(the "Plan"), and on March 28, 1997, the Corporation's shareholders approved
the Plan. The Plan authorizes the issuance of options to purchase up to
2,000,000 shares of the Company's Common Stock.
The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company. The Board has
the power to determine at the time that the option is granted whether the
option will be an Incentive Stock Option (an option which qualifies under
Section 422 of the Internal Revenue Code of 1986) or an option which is not an
Incentive Stock Option. Vesting provisions are determined by the Board at the
time options are granted. The option price for any option will be no less
than the fair market value of the Common Stock on the date the option is
granted and unless otherwise stated on the option, each option is exercisable
for 10 years.
Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not
they are incentive stock options. Generally, there will be no federal income
tax consequences to the Company in connection with Incentive Stock Options
granted under the Plan. With regard to options that are not Incentive Stock
Options, the Company will ordinarily be entitled to deductions for income tax
purposes of the amount that option holders report as ordinary income upon the
exercise of such options, in the year such income is reported.
The Company has outstanding options to purchase a total of 1,276,000
shares of common stock at prices ranging from $0.875 to $3.26 per share under
the Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ACQUISITION OF SIMPLEX-FLORIDA
On March 5, 1997, the Company completed the acquisition of 100% of the
outstanding common stock of Simplex Medical Systems, Inc. ("Simplex-Florida")
in exchange for 3,453,000 shares of the Company's Common Stock. The shares
were exchanged on the basis of one share of the Company's common stock for one
share of Simplex-Florida common stock. In connection with the closing of this
transaction, several shareholders submitted for cancellation a total of
31,953,000 shares of common stock.
The stock issuances were made pursuant to an Agreement ("Agreement")
between the Company and Simplex-Florida. The terms of the Agreement were the
result of negotiations between the managements of the Company and Simplex-
Florida. However, the Board of Directors did not obtain any independent
"fairness" opinion or other evaluation regarding the terms of the Agreement,
due to the cost of obtaining such opinions or evaluations.
10
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TRANSACTIONS INVOLVING THE COMPANY
On March 20, 1996, the Company issued to each of Mesdames Colleen E.
Schmidt, a Director of the Company, and a Company Director, and Sandra S.
Steinberg, a Director of the Company, 15,000,000 shares of the Company's
common stock, $.0001 par value per share (a total of 30,000,000 shares of
common stock), in consideration, in each case, for the sum of $5,000 in cash
(a total of $10,000 in cash). These shares collateralized two non-interest
bearing promissory notes in the principal amount of $2,500 each (an aggregate
face amount of $5,000), due and payable on May 31, 1996, of which each of
Mesdames Schmidt and Steinberg are the makers and the Company is the holder.
During the year ended December 31, 1997, the Company entered into several
short term notes payable with Joel Marcus, a director of the Company, totaling
$294,990, bearing interest at 10% per annum. Joel Marcus subsequently
assigned these notes to International Technologies Ltd., a shareholder. As a
of December 31, 1997, $284,990 of these notes payable had expired terms. On
April 2, 1998, the Company entered into an agreement with International
Technologies Ltd. to extend the terms of the notes for a three year period
with interest at 10% per annum. These notes will be amortized over the three
year period with payments on principal to be made only if the Company records
pre-tax earnings in excess of the principal amount due. If an additional
extension of time is necessary, this agreement grants an extension until such
time as pre-tax profits are sufficient to amortize the loans over the three
year period. Interest incurred under these notes totaled $34,170 and $29,499
during the years ended December 31, 1999 and 1998, respectively.
STOCK SALES IN MAY AND JUNE 1998 AND STOCKHOLDERS' AGREEMENT
On May 15, 1998, the Company sold 1,000,000 shares of Common Stock to
Software & Healthcare Technology Fund, L.L.C. ("SHTF") for $400,000 in cash
and on June 30, 1998, the Company sold 1,600,000 shares of Common Stock to
Robertson & Partners, L.L.C. ("R&P") for $600,000 in cash. These sales were
made pursuant to subscription agreements dated May 15, 1998. R&P is the
managing member of SHTF. The Company also granted SHTF a 20-day right of
first refusal with regard to any offerings of the Company's securities.
In connection with these stock sales, SHTF, R&P, Automated Health
Technologies, Inc. ("AHT"), Jennifer Schur, the Jennifer Schur Trust, Joel
Marcus, The Joel Marcus Irrevocable Trust and Debra L. Ross, shareholders of
the Company, entered into a Stockholders' Agreement dated May 15, 1998, which
provides, among other things, that the shareholders who are parties to the
Shareholders' Agreement will vote their shares for certain director nominees
selected by SHTF, R&P and AHT, and in such a manner as is necessary to carry
out the intent of the Stockholders' Agreement. For the Annual Meeting of
Shareholders held on August 20, 1998, the nominees selected were Gerald M.
Wochna, Kenneth H. Robertson and Colin N. Jones. (Colin Jones was added to
the Board on April 10, 1998.) The Stockholders' Agreement also provides that
during the term of that agreement none of the shareholders who are parties
thereto will transfer their shares except in accordance with the terms of the
agreement.
The Company is also a party to the Stockholders' Agreement and has agreed
that it will not sell any of its securities in any transactions unless it
provides the shareholders who are parties to the Stockholders' Agreement a
preemptive right to purchase a pro rata portion of such securities on the same
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terms and conditions. This preemptive right will not apply to securities
issued to any officer, director or employee of the Company under a benefit or
compensation plan, or for services or assets (other than cash or notes).
The Company also granted "piggy-back" registration rights to SHTF and R&P
with respect to their shares of Common Stock under certain conditions.
Certain provisions of the Stockholders' Agreement, including those
related to the preemptive rights and piggyback registration rights will
terminate on the later of May 15, 2000, or on the 90th consecutive day on
which the bid price of the Company's Common Stock exceeds $4.00 per share.
The remaining provisions will terminate on May 15, 2005.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The independent accounting firm of Schmidt, Raines, Triest, Dickenson &
Adams, P.L. audited the financial statements of the Company for the year ended
December 31, 1999, and has been selected in such capacity for the current
fiscal year. At the direction of the Board of Directors, this appointment is
being presented to the shareholders for ratification or rejection at the
Annual Meeting of Shareholders. If the shareholders do not ratify the
appointment of Schmidt, Raines, Triest, Dickenson & Adams, P.L., the
appointment of auditors will be reconsidered by the Board of Directors.
It is expected that representatives of Schmidt, Raines, Triest, Dickenson
& Adams, P.L., will be present at the meeting and will be given an opportunity
to make a statement if they desire to do so. It is also expected that the
representatives will be available to respond to appropriate questions from
shareholders.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set
forth herein. However, if any other matters are properly brought before the
Meeting, the shares represented by valid proxies will be voted with respect to
such matters in accordance with the judgment of the persons voting them. A
majority vote of the shares represented at the meeting is necessary to approve
any such matters.
ANNUAL REPORT
The Company's Annual Report for the year ending December 31, 1999,
accompanies this Proxy Statement. The Annual Report is not incorporated into
this Proxy Statement and is not to be considered part of the solicitation
material.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN JULY 2001
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders to be held in July 2001 must be received at the
offices of the Company, 376 Ansin Boulevard, Hallandale, Florida 33009, no
later than February 7, 2001, in order to be included in the Company's proxy
statement and proxy relating to that meeting.
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Shareholders intending to bring any business before the Annual Meeting of
Shareholders to be held in July 2001 that is not to be included in the
Company's proxy statement and proxy related to that meeting must notify the
Company, in writing, prior to April 24, 2001, of the business to be presented.
Any such notices received after said date will be considered untimely under
Rule 14a(c)(1) under the Securities Exchange Act of 1934, as amended.
COLIN N. JONES, PRESIDENT
Hallandale, Florida
June 7, 2000
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P R O X Y
SMLX TECHNOLOGIES, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Colin N. Jones with the power to appoint
a substitute, and hereby authorizes him to represent and to vote as designated
below, all the shares of Common Stock of SMLX Technologies, Inc. held of
record by the undersigned on June 7, 2000, at the Annual Meeting of
Shareholders to be held on July 11, 2000, or any adjournment thereof.
1. Election of Directors:
[ ] FOR all nominees listed below (except as marked to the contrary)
[ ] WITHHOLD authority to vote for all the nominees listed below:
Colin N. Jones Kenneth Robertson
Henry B. Schur Gerald M. Wochna
Joel Marcus Sherman O. Jones
James Whidden
[INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name above.]
2. The ratification of the appointment of Schmidt, Raines, Triest,
Dickenson & Adams, P.L., as the Company's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact 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 VOTE FOR PROPOSALS 1 AND 2.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, Proxy Statement and Annual Report.
Dated: _____________, 2000.
________________________________________
________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SMLX
TECHNOLOGIES, INC. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED
PRE-ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IF YOU ATTEND THE MEETING.
