SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
[X] Filed by Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AMPLIDYNE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DEVENDAR S. BAINS, CHIEF EXECUTIVE OFFICER, AMPLIDYNE, INC.
(NAME OF PERSON(S) FILING THE PROXY STATEMENT)
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:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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 date of its filing.
1) Amount Previously Paid:
N/A
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2) Form, Schedule or Registration Statement No.:
N/A
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3) Filing Party:
N/A
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4) Date Filed:
N/A
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<PAGE>
AMPLIDYNE, INC.
144 BELMONT DRIVE
SOMERSET, NEW JERSEY 08873
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 28, 1998
TO THE STOCKHOLDERS OF AMPLIDYNE, INC.:
Notice is hereby given that the Annual Meeting of Stockholders
(the "Annual Meeting") of Amplidyne, Inc., a Delaware corporation (the
"Company"), has been called for and will be held on December 28, 1998, at the
Company's offices located at 144 Belmont Drive, Somerset, NJ 08873, at 11:30
a.m., Eastern Standard Time, and thereafter as it may from time to time be
adjourned, for the purposes stated below:
1. To elect four (4) directors to the Board of the Company to
hold office until the next Annual Meeting of Stockholders and until their
successors shall have been elected and qualified;
2. To ratify the appointment by the Board of Directors of
Grant Thornton, LLP as the Company's independent certified public accountants
for the current fiscal year; and
3. To consider and transact such other business as may
properly come before the Annual Meeting or any adjournments thereof.
All Stockholders are cordially invited to attend the Annual
Meeting. Only those Stockholders of record at the close of business on November
18 1998 are entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof. The stock transfer books will not be closed. A complete
list of stockholders entitled to vote at the Annual Meeting will be available
for the examination of any Stockholder at the Company's offices at 144 Belmont
Drive, Somerset, New Jersey 08873 for ten days prior to December 28, 1998 and at
the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
November 27, 1998 Devendar S. Bains, President
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE
FILL IN DATE AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE TO AMERICAN STOCK TRANSFER & TRUST COMPANY, 40 WALL STREET,
NEW YORK, NEW YORK 10005. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO
REVOKE SUCH PROXY IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. THE
ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.
<PAGE>
AMPLIDYNE, INC.
144 BELMONT DRIVE
SOMERSET, NEW JERSEY 08873
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Amplidyne, Inc., a Delaware
corporation (the "Company"), for use at the annual meeting of the Company's
Stockholders to be held at the Company's offices located at 144 Belmont Drive,
Somerset, NJ 08873, on December 28, 1998 at 11:30 a.m., Eastern Standard Time,
and at any adjournments thereof (the "Annual Meeting").
The Annual Meeting has been called to consider and take action
on the following proposals: (i) to elect four (4) directors to the Board of
Directors of the Company to hold office until the next Annual Meeting of
Stockholders, (ii) to ratify the appointment by the Board of Directors of Grant
Thornton, LLP as the Company's independent certified public accountants for the
current fiscal year, and (iii) to consider and transact such other business as
may properly come before the Annual Meeting or any adjournments thereof. THE
COMPANY'S BOARD OF DIRECTORS HAS TAKEN UNANIMOUS AFFIRMATIVE ACTION WITH RESPECT
TO EACH OF THE FOREGOING PROPOSALS AND RECOMMENDS THAT THE STOCKHOLDERS VOTE IN
FAVOR OF EACH OF THE PROPOSALS. Only holders of record of Common Stock, par
value $.0001 per share, ("Common Stock"), of the Company at the close of
business on November 18, 1998 (the "Record Date") will be entitled to vote at
the Annual Meeting.
The principal executive offices of the Company are located at
144 Belmont Drive, Somerset, New Jersey 08873 and its telephone number is (732)
271-8473 The approximate date on which this Proxy Statement, the proxy card and
other accompanying materials are first being sent or given to Stockholders is
November 27, 1998. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997, including audited financial statements, and the
Company's Quarterly Reports on Form 10-QSB for the periods ended March 31, 1998,
June 30, 1998 and September 30, 1998, are being sent to Stockholders together
with this Proxy Statement.
VOTING REQUIREMENTS
The securities of the Company entitled to vote at the meeting
consist of shares of its Common Stock. Each share of Common Stock is entitled to
one vote on all matters. As of November 18, 1998 (the "Record Date"), there were
outstanding 4,530,000 shares of Common Stock. Only holders of shares of Common
Stock on the Record Date will be entitled to vote at the Annual Meeting. As of
the Record Date, the Company has approximately 45 holders of record of the
Common Stock. The presence in person or by proxy of holders of Common Stock of
record of a majority of the shares outstanding and entitled to vote as of the
Record Date shall be required for a quorum to transact business at the Annual
Meeting. If a quorum should not be present, the Annual Meeting may be adjourned
until a quorum is obtained. Under the Certificate of Incorporation of the
Company and under the Delaware General Corporation Law (i) the nominees to be
selected as a Director named in Proposal 1 must receive a plurality of the
eligible votes of Common Stock cast at the Annual Meeting with respect to such
Proposal, and (ii) the ratification of the appointment of Grant Thornton, LLP
must receive the affirmative vote of a majority of the eligible votes of Common
Stock cast at the Annual Meeting with respect to such Proposal. The approval of
all other matters to be considered at the Annual Meeting requires the
<PAGE>
affirmative vote of a majority of the eligible votes of Common Stock cast at the
Annual Meeting on such matters.
The expense of preparing, printing and mailing this Notice of
Annual Meeting, Proxy Statement, exhibits and the proxies solicited hereby will
be borne by the Company. In addition to the use of the mail, proxies may be
solicited by officers and directors and regular employees of the Company,
without additional remuneration, by personal interviews, telephone, telegraph or
facsimile transmission. The Company will also request brokerage firms, nominees,
custodians and fiduciaries to forward proxy materials to the beneficial owners
of shares of Common Stock held of record and will provide reimbursements for the
cost of forwarding the material in accordance with customary charges.
Proxies given by Stockholders of record for use at the Annual
Meeting may be revoked at any time prior to the exercise of the powers
conferred. In addition to revocation in any other manner permitted by law,
Stockholders of record giving a proxy may revoke the proxy (i) by an instrument
in writing, executed by the Stockholder or his attorney authorized in writing
or, if the Stockholder is a corporation, under its corporate seal, by an officer
or attorney thereof duly authorized, and deposited either at the corporate
headquarters of the Company at any time up to and including the last business
day preceding the day of the Annual Meeting, or any adjournment thereof, at
which the proxy is to be used, or with the chairman of such Annual Meeting on
the day of the Annual Meeting or adjournment thereof, and upon either of such
deposits the proxy is revoked or (ii) by a Stockholder voting in person at the
Annual Meeting.
ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL
IF NO CONTRARY SPECIFICATION IS MADE. THE BOARD OF DIRECTORS DOES NOT KNOW OF
ANY MATTER TO BE PROPOSED FOR ACTION AT THE ANNUAL MEETING OTHER THAN THOSE
DESCRIBED IN THIS PROXY STATEMENT. ALL VALID PROXIES OBTAINED WILL BE VOTED AT
THE DISCRETION OF THE BOARD OF DIRECTORS WITH RESPECT TO ANY OTHER BUSINESS THAT
MAY COME BEFORE THE ANNUAL MEETING.
None of the matters to be acted on at the Annual Meeting give
rise to any statutory right of a Stockholder to dissent and obtain the appraisal
of or payment for such Stockholder's shares.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's board presently consists of four (4) directors
whose terms expire at the Annual Meeting. Officers are elected annually by and
serve at the discretion of the Board of Directors.
The Board has nominated four (4) candidates to serve as
directors all of whom are currently directors. The names and biographical
summaries of the four (4) persons who have been nominated by the Board of
Directors to stand for election at the Annual Meeting have been provided below
for your information. The Board of Directors has proposed that these persons be
elected at the Annual Meeting to serve until the next annual meeting of
stockholders. The Proxies will be voted for the election of the four (4)
nominees listed below as directors of the Company unless otherwise specified on
the form provided. The vote of a majority of the capital stock, present and
constituting a quorum at the Annual Meeting, will be necessary to elect the
directors listed below. If, for any reasons, any of the nominees shall be unable
or unwilling to serve, the Proxies will be voted for a substitute nominee who
will be designated by the Board of Directors at the Annual Meeting. Stockholders
may abstain from voting by marking the appropriate boxes on the enclosed Proxy.
Abstentions shall be counted separately and shall be used for purposes of
calculating quorum.
BIOGRAPHICAL SUMMARIES OF NOMINEES FOR THE BOARD OF DIRECTORS
DEVENDAR S. BAINS has been Chairman of the Board, President, Chief Executive
Officer, Treasurer and a director of the Company since its inception in 1988.
From 1983 to 1988 Mr. Bains was Group Project Leader of Amplifier division of
Microwave Semiconductor Corporation. Previously, Mr. Bains was employed at
G.E.C. in Coventry, England. Mr. Bains received a Bachelor's Degree in
Electronic Engineering from Sheffield University, England, and a Masters Degree
from the University of Leeds and Sheffield, England. Mr. Bains is the brother of
Tarlochan Bains and the husband of Nirmal Bains.
TARLOCHAN BAINS has been Vice President of Sales and Marketing and a director
since 1991. Previously, Mr. Bains was Technical Manager at Land Rover in
Solihull, England. He has a Masters Degree in Mechanical Engineering from
Hatfield Polytechnic, England. Mr. Bains is the brother of Devendar S. Bains and
the brother-in-law of Nirmal Bains.
CHARLES J. RITCHIE was elected to the Board of Directors of the Company in
February 1998. Mr. Ritchie has had a 32 year career with Lucent Technologies,
formerly AT&T, with assignments that included Product Management, Account
Management, AT&T Divestiture Planning, National Cellular Sales Manager for
non-Wireline Companies, International Wireless Product Support, and many others.
Since 1992, Mr. Ritchie has been an International Wireless Product Support, and
many others. Since 1992, Mr. Ritchie has been an International Business
Development director for Europe, Middle Ease and Africa for the Network Wireless
Division at Lucent Technologies. Marketing, Sales and Business Development
education and experience were accrued over his business career. Mr. Ritchie
received a Bachelors Degree in Electrical Engineering at Youngstown University
and continued with graduate work in Electrical Engineering at Ohio State
University.
MANISH V. DETROJA was elected to the Board of Directors of the Company in
February 1998. Mr. Detroja has been with Current Circuits Inc. ("CCI"), a
private company engaged in the manufacturing of printed circuit boards for the
electric industry, since its inception in May of 1989. From 1989-1993 Mr.
Detroja was the production manager for CCI and from 1993-1996 he was its sales
manager for the entire
<PAGE>
United States. His is currently is President and Chief Executive Officer. Mr.
Detroja is a graduate of Temple University and has a B.S. in Electrical
Engineering Technology.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS.
DEVENDAR BAINS, TARLOCHAN BAINS, CHARLES RITCHIE AND MANISH DETROJA. UNLESS
OTHERWISE INSTRUCTED OR UNLESS AUTHORITY TO VOTE IS WITHHELD, THE ENCLOSED PROXY
WILL BE VOTED FOR THE ELECTION OF THE ABOVE LISTED NOMINEES.
DIRECTORS AND EXECUTIVE OFFICERS
The names and ages of the directors, executive officers and
significant employees, and promoters of the Company are set forth below. All of
the directors are elected annually.
Name Age Position(s) with the Company
- ---- --- ----------------------------
Devendar S. Bains* 46 Chairman of the Board, President, Chief
Executive Officer, Treasurer and
Director
Tarlochan Bains 48 Vice President-Sales & Marketing and
Director
Nirmal Bains 40 Secretary
Charles J. Ritchie* 56 Director
Manish V. Detroja* 32 Director
Harris Freedman 65 Vice President - Strategic Alliances
Sharon Will 40 Vice President - Corporate
Communications and Investor Relations
- -------------
* Member of the Compensation Committee and Audit Committee.
BIOGRAPHICAL SUMMARIES
See "Biographical Summaries for Nominees for the Board of Directors" above for
biographical summaries of Messrs. Devendar Bains, Tarlochan Bains, Charles
Ritchie and Manish Detroja.
NIRMAL BAINS has been Secretary of the Company since 1989. She has a degree in
Computer Programming from Cittone Institute in New Jersey. Mrs. Bains is the
wife of Devendar S. Bains and the sister-in-law of Tarlochan Bains.
HARRIS FREEDMAN has served as Vice President - Strategic Alliances of the
Company since July 1996. Since August 1994 he has been Vice President of
Hemispherx Biopharma, Inc., a publicly traded company listed on the American
Stock Exchange. He is the Secretary of SMACS Holdings Corp. a private company
which provides strategic-alliance services to emerging technology companies in
the private and public markets. His business experience has encompassed
developing significant business contacts and acting as an officer of several
companies in the pharmaceutical, health care and entertainment fields. Mr.
Freedman was Vice President of U.S. Alcohol Testing of America, Inc., from
<PAGE>
August 1990 to February 1991. Additionally, he was Vice President - East Coast
Marketing for MusicSource U.S.A., Inc from October 1992 to January 1994. Mr.
Freedman attended New York University from 1951 to 1954.
SHARON WILL has been Vice President - Corporate Communications and Investor
Relations of the Company since July 1996. Since November 1994 she has been Vice
President of Hemispherx Biopharma, Inc., a publicly traded company listed on the
American Stock Exchange. She was a registered sales representative and Senior
Vice President for Institutional Sales at Westfield Financial Corporation from
September 1994 to October 1994. She was a registered sales representative with
Marsh Block Corporation from July 1994 to September 1994. From October 1993 to
July 1994 she served as a registered sales representative at Seaboard Securities
Corp. From October 1991 to present, Ms. Will has been President of Worldwide
Marketing Inc., a manufacturers' representative of various companies selling to
the retail trade markets. Ms. Will was the National Sales Manager of Innovo,
Inc., a domestic manufacturer of textiles, from October 1989 to November 1991.
She attended Baylor College as an undergraduate for two years with a primary
focus on chemistry.
The Company has established a compensation committee and an
audit committee. The compensation committee reviews executive salaries,
administers any bonus, incentive compensation and stock option plans of the
Company, including the Amplidyne, Inc. 1996 Incentive Stock Option Plan, and
approves the salaries and other benefits of the executive officers of the
Company. In addition, the compensation committee consults with the Company's
management regarding pension and other benefit plans, and compensation policies
and practices of the Company. The compensation committee consists of Devendar S.
Bains, Charles J. Ritchie and Manish J. Detroja.
The audit committee reviews the professional services provided
by the Company's independent auditors, the independence of such auditors from
management of the Company, the annual financial statements of the Company and
the Company's system of internal accounting controls. The audit committee also
reviews such other matters with respect to the accounting, auditing and
financial reporting practices and procedures of the Company as it may find
appropriate or as may be brought to its attention. The audit committee consists
of Devendar S. Bains, Charles J. Ritchie and Manish J. Detroja.
Each director of the Company is entitled to receive reasonable
out-of-pocket expenses incurred in attending meetings of the Board of Directors
of the Company. The Directors receive no other compensation for serving on the
Board of Directors. The members of the Board of Directors intend to meet at
least quarterly during the Company's fiscal year, and at such other times duly
called.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who own more than
ten percent (10%) of a registered class of the Company's equity securities, to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent shareholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on its review of the
copies of such reports furnished to the Company during the year ended December
31, 1997, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent (10%) beneficial owners were satisfied.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate compensation paid
by the Company for the years ended December 31, 1995, 1996 and 1997 for its
Chief Executive Officer. No other employee received compensation in excess of
$100,000. The directors of the Company are entitled to receive reasonable
out-of-pocket expenses incurred in attending meetings of the Board of Directors
of the Company but are not compensated for services provided in their capacities
as directors.
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------
Annual Compensation Awards Securities Payouts
---------------------- ------------ ---------------- -----------
Name of Individual Other Annual Restricted Underlying LTIP All Other
and Principal Position Year Salary Bonus Compensation Stock Awards Options/SARS(#) Payouts Comp.
- ---------------------- ------ -------- ------- ------------- ------------ ----------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Davendar S. Bains, 1997 $85,000 --- $20,000(1) --- --- --- ---
Chairman
Chief Executive Officer, 1996 $85,000 --- $20,000(1) --- 1,000,000 --- ---
President and Treasurer 1995 $85,000 --- $20,000(1) --- --- --- ---
</TABLE>
- ------------------
(1) Represents payment for health insurance and automobile insurance lease
payments on behalf of such individual but does not include deferred
compensation (See note H to the financial statements included in the
Company's Form 10-KSB for the fiscal year ended December 31, 1997
accompanying this Proxy Statement).
EMPLOYMENT AGREEMENTS
The Company has entered into five-year employment agreements
commencing May 1, 1996 with each of Devendar Bains (Chairman, Chief Executive
Officer, President and Treasurer), Tarlochan Bains (Vice President - Sales &
Marketing), and Nirmal Bains (Secretary). The employment agreements provide for
annual base salaries of $162,000, $100,000 and $50,000 with respect to Devendar
Bains, Tarlochan Bains and Nirmal Bains, respectively. The employment agreements
provide for discretionary bonuses to be determined in the sole discretion of the
Board of Directors and contain covenants not to compete with the Company for a
two year period following termination of employment.
In June 1998, the Company issued 40,000 shares of Common Stock
to Devendar S. Bains, the Company's President and Chief Executive Officer, in
consideration of the forgiveness by Mr. Bains of $50,000 of accrued salary owed
to him.
In September 30, 1998, accrued and unpaid salary in the
aggregate amount of $195,000 owed to Devendar S. Bains ($117,000), Tarlochan
Bains ($54,600) and Nirmal Bains ($23,400), were forgiven.
In December 1995 the Company entered into three-year
employment agreements with each of Harris Freedman and Sharon Will, Vice
President for Strategic Alliances and Vice President for Corporate
Communications and Investor Relations, respectively. Under the terms of each
agreement they are to be paid $60,000 per annum through December 1998.
<PAGE>
STOCK OPTION PLANS AND AGREEMENTS
INCENTIVE OPTION PLAN - In May 1996, the Directors of the
Company adopted and the stockholders of the Company approved the adoption of the
Company's 1996 Incentive Stock Option Plan ("Incentive Option Plan"). The
purpose of the Incentive Option Plan is to enable the Company to encourage key
employees and Directors to contribute to the success of the Company by granting
such employees and Directors incentive stock options ("ISOs").
The Incentive Option Plan will be administered by the Board of
Directors or a committee appointed by the Board of Directors (the "Committee")
which will determine, in its discretion, among other things, the recipients of
grants, whether a grant will consist of ISOs or a combination thereof, and the
number of shares to be subject to such options.
The Incentive Option Plan provides for the granting of ISOs to
purchase Common Stock at an exercise price to be determined by the Board of
Directors or the Committee not less than the fair market value of the Common
Stock on the date the option is granted.
The total number of shares with respect to which options may
be granted under the Incentive Option Plan is 1,500,000. ISOs may not be granted
to an individual to the extent that in the calendar year in which such ISOs
first become exercisable the shares subject to such ISOs have a fair market
value on the date of grant in excess of $100,000. No option may be granted under
the Incentive Option Plan after May 2006 and no option may be outstanding for
more than ten years after its grant. Additionally, no option can be granted for
more than five (5) years to a stockholder owning 10% or more of the Company's
outstanding Common Stock and such options must have an exercise price of not
less than 110% of the fair market value on the date of grant.
Upon the exercise of an option, the holder must make payment
of the full exercise price. Such payment may be made in cash or in shares of
Common Stock, or in a combination of both. The Company may lend to the holder of
an option funds sufficient to pay the exercise price, subject to certain
limitations.
The Incentive Option Plan may be terminated or amended at any
time by the Board of Directors, except that, without stockholder approval, the
Incentive Option Plan may not be amended to increase the number of shares
subject to the Incentive Option Plan, change the class of persons eligible to
receive options under the Incentive Option Plan or materially increase the
benefits of participants.
In May 1996, 1,233,000 options to purchase Common Stock under
the Incentive Option Plan were granted to 40 employees ("Employee Options"),
including Devendar Bains (1,000,000 options), Tarlochan Bains (100,000 options)
and Nirmal Bains (50,000 options), the Company's Chief Executive Officer, Vice
President-Sales and Marketing and Secretary, respectively. See "Principal
Stockholders." No determinations have been made regarding the persons to whom
options will be granted in the future, the number of shares which will be
subject to such options or the exercise prices to be fixed with respect to any
option. The Employee Options are exercisable at $4.00, 66.66% of which have
vested (with the remainder to vest in May 1999).
701 WARRANTS
In December 1995, the Company issued 701 Warrants to purchase
350,000 Shares at $2.50 per share pursuant to Rule 701 under the Act to Harris
Freedman and Sharon Will, the Company's Vice President for Strategic Alliances
and Vice President for Corporate Communications and Investor Relations,
respectively, of the Company. The 701 Warrants are exercisable until June 30,
1999.
<PAGE>
PRINCIPAL STOCKHOLDERS AND
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of the Record
Date with respect to the beneficial ownership of the outstanding Common Stock by
(i) any holder of more than five percent (5%); (ii) each of the Company's
officers and directors; and (iii) the directors and officers of the company as a
group:
Name of Beneficial Number of Shares Percentage %
Owner* of Common Stock(1) Ownership
- ------------------ ------------------ ------------
Devendar S. Bains(2) 2,740,000 52.39
Tarlochan Bains(3) 66,667 1.45
Nirmal Bains(2)(4) 2,740,000 52.39
Charles J. Ritchie(5) ----- -----
Manish V. Detroja(6) ----- -----
Harris Freedman(7) 265,000 5.62
Sharon Will(8) 215,000 4.58
All Officers and
Directors as a group
(7 persons)(9) 3,286,667 58.90
- -----------------
* Unless otherwise indicated, the address of all persons listed in this
section is c/o Amplidyne, Inc., 144 Belmont Drive, Somerset, NJ 08873.
(1) Beneficially ownership as reported in the table above has been determined
in accordance with Instruction (4) to Item 403 of Regulation S-B of the
Securities Exchange Act.
(2) Mr. Devendar Bains is the husband of Mrs. Nirmal Bains and the brother of
Mr. Tarlochan Bains. Mr. Devendar Bains is the record holder of 2,040,000
of such shares. Includes 666,667 Employee Options (but does not include
333,333 Employee Options) which were granted to Mr. Devendar Bains.
Includes 33,333 Employee Options ( but not include 16,667 Employee
Options) which were granted to Ms. Nirmal Bains. See "Executive
Compensation-Stock Option Plans and Agreements."
(3) Does not include 33,333 Employee Options. See "Executive Compensation -
Stock Option Plans and Agreements."
(4) Does not include 33,333 Employee Options. See "Executive Compensation -
Stock Option Plans and Agreements."
(5) The address for such person is 92 Parker Road, Long Valley, NJ 07853.
(6) The address for such person is 925 Schwal Road, Hatfield, PA 19440.
(7) The address for such person is 1241 Gulf of Mexico Drive, Longboat Key,
Florida 34228. Mr. Freedman is the Vice President Strategic Alliances of
the Company. Includes 80,000 shares of Common Stock and 185,000 warrants
to purchase Common Stock at $2.50 per share.
<PAGE>
(8) The address for such person is RRI Box 132, Millerton, New York 12546. Ms.
Will is the Vice President - Corporate Communications and Investor
Relations of the Company. Includes 50,000 shares of Common Stock and
165,000 warrants to purchase Common Stock at $2.50 per share.
(9) Include 666,667 options held by Devendar Bains, 33,333 options held by
Nirmal Bains, 66,667 options held by Tarlochan Bains, 185,000 warrants
held by Harris Friedman and 165,000 warrants held by Sharon Will. See
Notes 2,3,7 and 8.
PROPOSAL TWO
RATIFICATION OF SELECTION OF THE FIRM OF GRANT THORNTON, LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY
The Board of Directors, upon recommendation of the Audit Committee, concluded
that the continued engagement of Grant Thornton, LLP as the Company's
independent public accountants for the 1998 fiscal year was in the best
interests of the Company. The Board of Directors recommends that Stockholders
ratify its choice of Grant Thornton, LLP.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF GRANT THORNTON, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
COMPANY. UNLESS MARKED TO THE CONTRARY, PROXIES RECEIVED FROM STOCKHOLDERS WILL
BE VOTED IN FAVOR OF THE PROPOSED AMENDMENT.
OTHER PROPOSED ACTION
The Board of Directors does not intend to bring any other matters before the
meeting, nor does the Board of Directors know of any matters which other persons
intend to bring before the meeting. If, however, other matters not mentioned in
this Proxy Statement properly come before the Annual Meeting, the persons named
in the accompanying form of Proxy will vote thereon in accordance with the
recommendation of the Board of Directors.
INCORPORATION BY REFERENCE
The Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1997, and the Company's Quarterly Reports on Form 10-QSB for the periods
ended March 31, 1998, June 30, 1998 and September 30, 1998, are incorporated
herein by reference. Copies of such filings are being sent to Stockholders
together with this Proxy Statement.
STOCKHOLDER PROPOSALS AND SUBMISSIONS
If any Stockholder wishes to present a proposal for inclusion in the proxy
materials to be solicited by the Company's Board of Directors with respect to
the next Annual Meeting of Stockholders, that proposal must be presented to the
Company's secretary prior to April 15, 1999.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. YOUR VOTE IS IMPORTANT. IF YOU ARE A
STOCKHOLDER OF RECORD AND ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON,
YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE VOTE.
AMPLIDYNE, INC.
November 27, 1998 Devendar S. Bains, President
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AMPLIDYNE, INC.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Devendar S. Bains and Tarlochan Bains
as proxies (the "Proxies"), each with power of substitution and resubstitution,
to vote all shares of Common Stock, $.0001 par value per share, of Amplidyne,
Inc. (the "Company") held of record by the undersigned on November 18, 1998 at
the Annual Meeting of Stockholders to be held at 144 Belmont Drive, Somerset, NJ
08873 on December 28, 1998 at 11:30 A.M. Eastern Standard Time, or at any
adjournments thereof, as directed below, and in their discretion on all other
matters coming before the meeting or any adjournments thereof.
Please mark boxes [ ] in blue or black ink.
1. Election of four (4) directors: Devendar S. Bains, Tarlochan Bains,
Charles J. Ritchie and Manish V. Detroja.
(Mark only one of the two boxes for this item)
[ ] VOTE FOR all nominees named above except those who may be named on
this line:
_____________________________
(OR)
[ ] VOTE WITHHELD as to all nominees named above.
2. Proposal to ratify appointment of Grant Thornton, LLP as the Company's
independent certified public accountants:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
When properly executed, this Proxy will be voted as directed. If no
direction is made, this Proxy will be voted "FOR" Proposals 1 and 2.
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Please mark, date, sign and return this Proxy promptly in the enclosed envelope.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:_________________, 1998
X____________________________
Signature
X____________________________
Print Name(s)
X____________________________
Signature, if held jointly
