<PAGE>
EMB CORPORATION
575 ANTON BOULEVARD
SUITE 200
COSTA MESA, CALIFORNIA 92626
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 21, 1997
To the Shareholders of EMB Corporation:
The Annual Meeting of Shareholders of EMB Corporation (the "Company")
will be held at the Wyndham Garden Hotel, 3350 Avenue of the Arts, Costa Mesa,
California 92626, on Friday, March 21, 1997, commencing at 3:30 p.m., local
time, and thereafter as it may be adjourned from time to time, for the following
purposes:
1. To elect directors to the Board of Directors for a term expiring at
the next annual meeting of shareholders, or until their successors are
duly elected or qualified;
2. To consider and act upon a proposal to increase the authorized number
of shares under the Company's 1996 Stock Option, SAR and Stock Bonus
Plan;
3. To approve Harlan & Boettger as the independent accountants of the
Company for the 1997 fiscal year, subject to change by direction of
the Board of Directors; and
4. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Company's Proxy Statement is submitted herewith. Holders of record of
the Company's Common Stock at the close of business on January 24, 1997, are
entitled to notice of and to vote at the Annual Meeting of Shareholders or any
adjournment thereof, notwithstanding transfers of any stock on the books of the
Company after such record date.
Costa Mesa, California By Order of the Board of Directors
February 28, 1997 B. Joe Wimer, Secretary
YOUR VOTE IS IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO ATTEND, YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY
SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER
THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT
YOU SHOULD ATTEND THE MEETING.
<PAGE>
EMB CORPORATION
575 ANTON BOULEVARD
SUITE 200
COSTA MESA, CALIFORNIA 92626
PROXY STATEMENT
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON FRIDAY, MARCH 21, 1997
This Proxy Statement is furnished to shareholders of EMB Corporation (the
"Company") in connection with its Annual Meeting of the shareholders to be held
at the time and place for the purposes set forth in the accompanying notice.
GENERAL
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Shareholders (the "Annual Meeting") of EMB Corporation (the "Company") to be
held at the Wyndham Garden Hotel, 3350 Avenue of the Arts, Costa Mesa,
California 92626, at 3:30 p.m., local time, on Friday, March 21, 1997, and any
adjournment thereof. No proposals have been received from any shareholder to be
considered at the Annual Meeting. The audited financial statements of the
Company for its fiscal year ended September 30, 1996, are enclosed in the annual
report of the Company provided with this Proxy Statement. The enclosed
information was first mailed to the shareholders on February 28, 1997, in
connection with the Annual Meeting.
VOTING
On January 24, 1997, the record date for shareholders entitled to vote at
the Annual Meeting, there were 5,792,801 outstanding shares of Common Stock of
the Company. One-third of such outstanding shares of Common Stock is necessary
to provide a quorum at the Annual Meeting. On the record date, there were
approximately 662 record holders of the Company's Common Stock. Each share is
entitled to one vote. Under the Restated Articles of Incorpora tion,
shareholders do not have the right to cumulate votes for the election of
directors. The affirmative vote of the holders of a majority of the outstanding
Common Stock, present and voting at the Annual Meeting, in person or by proxy,
is required for the election of directors, and for the approval of the other
proposals to be presented to the shareholders at the Annual Meeting.
Shares represented by a proxy in the form enclosed, dated, duly executed
and returned to the Company and not revoked, will be voted at the Annual Meeting
in accordance with the directions given. Any shareholder attending the Annual
Meeting may vote in person whether or not a proxy was previously filed. Any
shareholder returning a proxy may revoke it any time before it is exercised by
giving written notice of such revocation to the Secretary of the Company. Unless
authority to vote for any individual director or directors, or all directors,
pursuant to Purpose 1 set forth in the Notice of Annual Meeting of Shareholders
is withheld, the filed proxy will be voted FOR the election of directors as set
forth in this Proxy Statement. If no direction is made regarding the other
purposes set forth in the Notice of Annual Meeting of Shareholders, the proxy
will be voted FOR such other actions. Broker nonvotes, if any, will be treated
as not present and not entitled to vote for a proposal.
Sterling Alliance Group, Ltd. ("SAG") owns 3,375,000 shares of the Common
Stock of the Company which represents approximately 58.3% of its issued and
outstanding Common Stock. SAG has indicated that it intends to vote its shares
of Common Stock in favor of the proposals described in the accompanying notice
to be presented to the shareholders for their approval at the Annual Meeting. As
a result, approval of such proposals is assured without the affirmative vote of
the other shareholders of the Company.
The cost of this Proxy Statement will be borne by the Company which will
reimburse brokerage houses, custod expenses in forwarding this material to the
beneficial owners of the Company's Common Stock.
1
<PAGE>
THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended September 30, 1996, the Board of Directors
held two regular meetings and five special meetings by written consent and
memoranda. Directors attended all meetings, except that Ann Petersen did not
attend the two regular meetings of the Board of Directors.
The Company does not have an audit committee, nominating committee or an
executive committee of the Board of Directors. However, the Board of Directors
may establish such committees during the 1997 fiscal year.
The Company has a Compensation Committee which determines the compensation
to be paid to the executive officers of the Company, and has a committee to
administer the Company's 1996 Stock Option, SAR and Stock Bonus Plan.
COMPENSATION OF DIRECTORS
Each director of the Company will receive an annual directors' fee of
$2,500, and will receive reimbursement of travel expenses. Directors of the
Company did not receive any compensation in their capacity as directors during
the fiscal year ended September 30, 1996, except reimbursement of travel
expenses.
COMPENSATION OF EXECUTIVE OFFICERS
No executive officer of the Company received compensation in excess of
$100,000 during its fiscal year ended September 30, 1996.
TRANSACTIONS WITH MANAGEMENT
The Company entered into certain material transactions with Sterling
Acquisition Group, Ltd. ("SAG") during its fiscal year ended September 30, 1996,
as described below. SAG is a Colorado corporation that is beneficially owned
24.3% by James E. Shipley, a director and the President of the Company, and
owned 14.8% by Rory P. Hughes, a director and Vice President of the Company, and
by certain other directors and officers of the Company to a lesser extent.
On December 16, 1995, the Company acquired substantially all of the assets
of SAG, including all of the issued capital stock of its subsidiary, EMB
Mortgage Corporation ("EMB"), real property located in Monterey County and in
Riverside County, California, office equipment and furniture, and its interests
in MortgageShare software as licensed by Virtual Lending Technology, Inc. In
exchange, the Company issued 3,375,000 legended-restricted shares of its Common
Stock to SAG which presently represents approximately 58.3% of the total issued
and outstanding Common Stock of the Company. After this acquisition, the
directors, officers and certain consultants of SAG became directors and officers
of the Company. As a result of the ownership of common stock of SAG owned by
certain present directors and officers of the Company and their families, they
are deemed to be beneficial owners of the Common Stock of the Company. See,
"Security Ownership of Management", below.
Prior to this acquisition, Virtual Lending Technology, Inc., a Nevada
corporation, licensed certain software to be used in the mortgage lending
business to EMB. Rory P. Hughes and Frank D. Tuttle, are the owners and
principal officers of Virtual Lending Technology, Inc. Rory P. Hughes and Frank
D. Tuttle became directors and officers of the Company after this transaction.
During the fiscal year ended September 30, 1996, the Company incurred
unreimbursed expenses regarding ERA Sterling Alliance Real Estate, a real estate
brokerage company owned by the family of James E. Shipley, a director and
officer of the Company, in the amount of $129,687.
SECURITY OWNERSHIP OF MANAGEMENT
The total number of shares of Common Stock of the Company beneficially
owned by each of the officers, directors and persons nominated to become
directors of the Company, and all of such directors and officers as a group, and
their percentage ownership of the outstanding Common Stock of the Company as of
January 24, 1997, are as follows:
2
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<TABLE>
<CAPTION>
SHARES PERCENT OF
MANAGEMENT BENEFICIALLY COMMON
SHAREHOLDERS(1) OWNED(1) STOCK
--------------- ------------ ----------
<S> <C> <C>
Joseph K. Brick..................... 0 0%
1420 North Atlantic Avenue
Suite 1704
Daytona Beach, Florida 32118
Bruce J. Brosky..................... 87,500(2) 1.5%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
Malcolm K. Crist.................... 0 0%
1015 East Chapman Avenue
Orange, California 92866
Rory P. Hughes...................... 499,973(2) 8.7%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
William V. Perry.................... 290,470(2)(3) 5.1%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
Ann L. Petersen..................... 6,250 .001%
Star Route 5080
Keaau, Hawaii 96749
Michael P. Roth..................... 0 0%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
James E. Shipley.................... 813,375(4) 14.1%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
B. Joe Wimer........................ 6,250(2) .001%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
Directors and officers as a group
(9 persons, including the above).. 1,703,818 29.4%
========= ==========
</TABLE>
- ---------------------------------
(1) Except as otherwise noted, it is believed by the Company that all persons
have full voting and investment power with respect to the shares, except as
otherwise specifically indicated. Under the rules of the Securities and
Exchange Commission, a person (or group of persons) is deemed to be a
"beneficial owner" of a security if he or she, directly or indirectly, has
or shares the power to vote or to direct the voting of such security, or
the power to dispose of or to direct the disposition of such security.
Accordingly, more than one person may be deemed to be a beneficial owner of
the same security. A person is also deemed to be a beneficial owner of any
security which that person has the right to acquire within 60 days, such as
warrants or options to purchase the Common Stock of the Company.
(2) Represents shares of the common stock of Sterling Alliance Group, Ltd.
which owns 3,375,000 shares of the Common Stock of the Company (58.3% of
its outstanding Common Stock).
(3) Represents shares of Sterling Alliance Group, Inc. owned by Win, Win,
Solver Group, Inc., a corporation owned by Mr. Perry. It also includes
13,688 shares held by a trust of which Mr. Perry is the trustee. He is not
a beneficiary of the trust, and disclaims any ownership of its securities.
(4) Represents shares of Sterling Alliance Group, Inc. owned by World Trends
Financial, Ltd., a corporation owned by Mr. Shipley.
3
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Because certain directors and officers are controlling persons of Sterling
Alliance Group, Ltd. ("Sterling") are also directors or officers of the Company
(specifically, William V. Perry, James E. Shipley and B. Joe Wimer), such
persons may be deemed to be the beneficial owners of the 3,375,000 shares of the
Common Stock of the Company held in the name of Sterling Alliance Group, Ltd.
SECURITY OWNERSHIP
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by each shareholder who beneficially
owns more than five percent (5%) of the Company's Common Stock, the number of
shares beneficially owned by each and the percent of outstanding Common Stock so
owned of record as of January 24, 1997. It is believed by the Company that all
persons listed have sole voting and investment power with respect to their
shares, except as otherwise indicated.
<TABLE>
<CAPTION>
SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OUTSTANDING
OF BENEFICIAL OWNER TITLE OF CLASS OWNED COMMON STOCK
------------------- -------------- ------------ -------------
<S> <C> <C> <C>
Sterling Alliance Group, Ltd.(1) Common Stock 3,375,000 58.3%
575 Anton Boulevard, Suite 200
Costa Mesa, CA 92626
Rory P. Hughes(2) Common Stock 499,973 8.7%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
William V. Perry (2) Common Stock 290,470 5.0%
575 Anton Boulevard, Suite 200
Costa Mesa, CA 92626
James E. Shipley(2) Common Stock 813,375 14.1%
575 Anton Boulevard, Suite 200
Costa Mesa, California 92626
Cede & Co. Common Stock 682,930 11.8%
P.O. Box 222
Bowling Green Station
New York, New York 10274
</TABLE>
- ------------------------------
(1) Sterling Alliance Group, Ltd. ("SAG") is a Colorado corporation. Certain
directors and officers of the Company are stockholders, directors, officers
and controlling persons of SAG. See "Transactions with Management" and
"Security Ownership of Management", above.
(2) Represents shares of the common stock of Sterling Alliance Group, Ltd.
which owns 3,375,000 shares of the Common Stock of the Company.
4
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PROPOSAL 1. ELECTION OF THE DIRECTORS TO THE BOARD OF DIRECTORS
The Board of Directors has nominated the following persons to be elected to
the Board of Directors of the Company until the next annual meeting of
shareholders, or until their successors are duly elected or qualified:
<TABLE>
<CAPTION>
Name Age Present Positions
- ---- --- -----------------
<S> <C> <C>
Joseph K. Brick 58 Nominee Director, President of EMB
Mortgage Corporation
Bruce J. Brosky 41 Director and Vice President-
Marketing and Public Relations
Malcolm K. Crist 51 Nominee Director, Chief Financial
Officer
Rory P. Hughes 38 Director, Vice President - Research
and Development
William V. Perry 73 Director and Executive Vice
President
Ann L. Petersen 59 Director
Michael P. Roth 57 Nominee Director
James E. Shipley 61 Director and President
B. Joe Wimer 40 Director, Secretary and
Treasurer
</TABLE>
The following is a brief biography of each director and nominee director
for election to the Board of Directors of the Company:
Mr. Brick has been nominated to become a director of the Company at
the 1997 Annual Meeting of Stockholders. In January 1997, he became a director
and the President of EMB Mortgage Corporation, the principal operating
subsidiary of the Company. From May 1981 to January 1997, Mr. Brick was a
mortgage portfolio consultant regarding the evaluation of commercial, multi-
family and residential mortgage products, and the servicing and conversion of
mortgage portfolios. From August 1988 to April 1991, he was employed by
Countrywide Funding Corporation and managed its mortgage operations for all
states east of the Mississippi. From 1984 to 1987, he was employed by Money
Market Mortgage Corporation as operations manager for its eastern region for
commercial, multi-family and residential mortgages. From 1983 to 1984, Mr. Brick
was employed by M & I Mortgage Corporation as its Vice President and Production
Manager and supervised its start-up of a national bank's mortgage subsidiary.
Mr. Brick attended Marquette University.
Mr. Brosky has been a director and Vice President-Marketing and Public
Relations of the Company since April 29, 1996, and became a director of the
Company on May 21, 1996. From 1993 to 1995, he was the Director of Marketing of
ERA Sterling Real Estate. From 1993 to the present, Mr. Brosky has been the
Director of Marketing and Public Relations of Sterling Alliance Group, Ltd. From
1984 to 1992, Mr. Brosky was employed by GTE of California as operator services
supervisor, CAG analyst and systems analyst. Mr. Brosky received a B.A. degree
from the University of Dubuque in 1978, and received a MBA degree from Loras
College in 1979.
Mr. Crist has been nominated to become a director of the Company at
this Annual Meeting. Mr. Crist became the Chief Financial Officer of the Company
on February 14, 1997. From 1974 to the present, he has been
5
<PAGE>
the President of Crist Accountancy Corporation, a certified public accounting
firm in Orange County, California. From 1969 to 1973, Mr. Crist was a staff and
a senior audit accountant with Price Waterhouse & Company. He became a certified
public accountant in Maryland in 1969 and in California in 1974. Mr. Crist
received a B.A. degree in accounting from the College of William and Mary in
1967, and received a M.B.A. degree in finance and accounting from the University
of Maryland in 1969.
Mr. Hughes has been Vice President-Research and Development of the
Company since April 29, 1996, and became a director of the Company on May 21,
1996. He has been the President and a director of EMB Mortgage Corporation, a
wholly owned subsidiary of the Company engaged in real estate mortgage business,
since September, 1995. From 1994 to the present, he has been a director and
President of Virtual Lending Technology, Inc. From 1993 to 1994, he was the
Marketing Director of Delphi Information Sciences Corp. From 1993 to September
1995, Mr. Hughes was also employed by Members Capital Corporation, a mortgage
broker. From 1985 to 1993, he owned and operated Financial Computing
International, a software technology firm. Mr. Hughes attended California State
University-Fullerton majoring in corporate finance and real estate finance.
Mr. Perry has been the Executive Vice President of the Company since
April 29, 1996, and became a director of the Company on May 21, 1996. He is also
the Chairman of the Board of EMB Mortgage Corporation, a wholly owned subsidiary
of the Company. From 1994 to the present, he has been a director and Vice
President of Sterling Alliance Group, Ltd. From October 1993 to the present, Mr.
Perry has been associated with ERA Sterling Real Estate. From 1990 to October
1993, he was a director and Vice President of Ameri-West Funding, Inc., engaged
in residential, multi-family and commercial mortgages. From 1988 to 1990, Mr.
Perry was the President of First Marine Mortgage Company. From 1985 to 1987, he
was the Chief Financial Officer of Mobile Medical Group, Inc.; and was the Chief
Financial Officer and a director of Oceanic Opera, Inc. from 1984 to 1985. From
1970 to 1984, Mr. Perry was engaged in the real estate brokerage business with
several real estate brokerage companies. From 1962 to 1970, he was an
electronics engineer with Lockheed Missle and Space Corporation. Mr. Perry
graduated from Pacific States University in 1948 with a degree in electrical
engineering.
Mrs. Petersen became a director of the Company on November 25, 1992.
She is a resident of Hawaii and has been a housewife since being married in
1958. She attended Marquette University for two years. Mrs. Petersen is an
active volunteer in various charitable organizations, including the American
Cancer Association.
Mr. Roth has been nominated to become a director of the Company at
this Annual Meeting. From 1993 to the present, he has been the Assistant Branch
Manager and Sales Associate with Coldwell Banker Real Estate, Inc., a real
estate brokerage company, at its branch office in South Laguna, California. From
1981 to 1992, Mr. Roth was the President of Food Service Concept Marketing Inc.,
a marketing consulting firm. From 1975 to 1981, he was the Vice President
Management Supervisor of Wells, Rich, Green Advertising. From 1974 to 1975, Mr.
Roth was a Vice President of Shakey's Pizza Parlors. From 1969 to 1975, he was
Vice President of Marketing of Bonanza Steakhouses, and was President of its
International Division. From 1963 to 1968, Mr. Roth was engaged in franchise
marketing for McDonald's Corporation in charge of marketing in 12 western states
and Hawaii. Mr. Roth received a B.S. degree from U.C.L.A. in 1962.
Mr. Shipley has been a director of the Company since January 15, 1996,
and became the President of the Company onor and the President of Sterling
Alliance Group, Ltd., an affiliate of the Company which recently sold
substantially all of its assets and operations to the Company in exchange for
Common Stock. He was the Managing Director of EMB Mortgage Corporation, a wholly
owned subsidiary of the Company engaged in the real estate mortgage business,
from October 1993 to April 1996. Mr. Shipley has served as the Managing Director
of ERA Sterling Real Estate, a real estate brokerage firm, from 1987 to the
present. From 1968 to 1987, he was engaged in the real estate development
business with several companies. In 1988, Mr. Shipley became subject to two
felony convictions for forgery endorsement of a check and appropriation of
property entrusted to him in the Superior Court of the State of California. Mr.
Shipley received a Bachelor of Science degree from Eastern Illinois University
in 1960.
Mr. Wimer has been the Secretary and Treasurer of the Company since
April 29, 1996, and became a director of the Company on May 21, 1996. From April
1993 to September 1995, he was the director of business promotion of City Lights
Escrow, Inc.; and from October 1992 to April 1993, was the owner and President
of Better
6
<PAGE>
Service Escrow, Inc. From October 1990 to October 1992, Mr. Wimer was employed
by Escrow Masters Inc. regarding business promotion; and held a similar position
with Melrose Escrow Inc. from 1988 to October 1990. In each of these positions,
he was also responsible for all banking and money management functions. From
1985 to 1988, he was the Chief Financial Officer of Sierra Mortgage Corporation.
Mr. Wimer attended California State University-Fullerton and Clark College.
PROPOSAL 2. APPROVAL OF INCREASE OF AUTHORIZED SHARES UNDER 1996 STOCK
OPTION, SAR AND STOCK BONUS PLAN
DESCRIPTION OF THE PLAN. The Board of Directors has determined that in
order to attract and retain employees and consultants and to provide additional
incentive for employees and consultants, upon whose efforts and judgment the
success of the Company is largely dependent, the 1996 Stock Option, SAR and
Stock Plan (the "Plan") should be amended to increase the authorized number of
shares covered by the Plan from 250,000 shares to 1,250,000 shares for the
Committee to grant either stock bonuses, or non-qualified stock options ("Stock
Options") with or without stock appreciation rights ("SARs") or incentive stock
options ("ISO Options") with or without SARs under the features provided for by
the Internal Revenue Code of 1986, as amended. The Board believes that the best
interest of the Company will be served by the availability of stock bonuses,
Stock Options and ISO Options (both with or without SARs) for its directors,
officers, employees and consultants.
THE COMMITTEE. The Plan provides for the granting by the Committee of stock
bonuses or options (with or without SARs) to directors, officers, employees and
consultants of the Company. The shares subject to the Plan will be registered at
the Company's expense pursuant to the Securities Act of 1933, as amended (the
"Act"), and the applicable state securities acts, or will be issued by the
Company pursuant to exemptions from the registration requirements of the Act and
applicable state securities acts. The Plan is administered by a Committee
composed of three members of the Board of Directors. James E. Shipley, Bruce J.
Brosky, and B. Joe Wimer have been appointed as members of the Committee. The
Committee administers and interprets the Plan and has authority to grant stock
bonuses or options to all eligible persons and determines at the time the option
or stock bonus is granted the number of shares granted, the purchase price, the
option period and whether SARs are to be granted thereunder or at the time of
exercise of the option.
INCREASE IN NUMBER OF SHARES. Under the Plan, as adopted by the Company's
stockholders in 1996, 250,000 shares of Common Stock were reserved for issuance
under such plan. As of January 31, 1997, all 250,000 shares remained available
for issuance under the Plan. The Board of Directors believes that the proposed
increase in the number of shares available for issuance under the Plan is
necessary in order to continue the effectiveness of the Plan in attracting,
motivating and reants of the Company with appropriate experience and ability,
and to increase the grantees' alignment of interest with the Company's
shareholders.
EFFECTIVE DATE. The Plan initially became effective April 29, 1996, and was
approved by the shareholders at the Annual Meeting of the Company held in May,
1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE
INCREASE IN THE NUMBER OF AUTHORIZED SHARES UNDER THE 1996 STOCK OPTION, SAR AND
STOCK BONUS PLAN.
PROPOSAL 3. INDEPENDENT AUDITORS
During the fiscal year ended September 30, 1996, the Company engaged Harlan
& Boettger to provide it with audit services. Services provided included the
examination of annual financial statements, limited review of unaudited
quarterly financial information, review and consultation regarding filings with
the Securities and Exchange Commission, assistance with management's evaluation
of internal accounting controls, consultation on financial accounting and
reporting matters, and other verification procedures. Representatives of Harlan
& Boettger will be present at the meeting, will have the opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions.
7
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no business which will be presented for
action at the meeting other than that described in the Notice of Annual Meeting
of Shareholders. It is intended, however, that the persons authorized under the
proxies of the Board of Directors may, in the absence of instructions to the
contrary, vote or act in accordance with their judgment with respect to any
other proposal properly presented for action at the Annual Meeting.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder may present proposals on any matter which is a proper
subject for consideration by the shareholders at the 1998 Annual Meeting of
Shareholders, which the Company currently anticipates will be held on or about
March 21, 1998. In order to be considered for inclusion in the Proxy Statement
and form of proxy (or Information Statement in the event proxies are not
solicited by the Board of Directors of the Company) for the 1998 Annual Meeting
of Shareholders, a proposal must be received by the Secretary of the Company no
later than 120 days prior to March 21, 1998. It is suggested that a shareholder
desiring to submit a proposal do so by sending the proposal certified mail,
return receipt requested, addressed to the Secretary of the Company at its
principal office, 575 Anton Boulevard, Suite 200, Costa Mesa, California 92626.
Detailed information for submitting proposals will be provided upon written
request addressed to the Secretary of the Company.
SOLICITATION PROCEDURES
Officers and regular employees of the Company, without extra compensation,
may solicit the return of proxies by mail, telephone, telegram or personal
interview. Certain holders of record, such as brokers, custodians and nominees,
are being requested to distribute proxy materials to beneficial owners and to
obtain such beneficial owners' instructions concerning the voting of proxies.
The cost of solicitation of proxies (including the cost of reimbursing
banks, brokerage houses, and other custodians, nominees and fiduciaries for
their reasonable expenses in forward proxy soliciting material to beneficial
owners) will be paid by the Company.
MISCELLANEOUS
A copy of the Company's Annual Report to Shareholders containing the
Company's audited financial statements for the year ended September 30, 1996,
has previously been sent or is concurrently being sent to shareholders of the
Company. The Annual Report to Shareholders is not part of the proxy solicitation
materials except as stated herein.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than ten-percent owners are required by the Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on the Company's review of the copies of such forms received
by it, the Company believes that, during the fiscal year ended September 30,
1996, all filing requirements applicable to its officers, directors and great
than ten-percent owners were compiled with except that Form 3 filed by such
persons were not timely filed on or before August 28, 1996, the effective date
of its Form 10-SB registration statement.
Where information contained in this Proxy Statement rests particularly
within the knowledge of a person other than the Company, the Company has relied
upon information furnished by such person or contained in filings made by such
person with the Commission.
8
<PAGE>
ADDITIONAL INFORMATION
THE COMPANY WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, ADDITIONAL COPIES OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB. REQUESTS FOR THIS REPORT SHOULD BE ADDRESSED TO
THE SECRETARY OF THE COMPANY AT 575 ANTON BOULEVARD, SUITE 200, COSTA MESA,
CALIFORNIA 92626. PLEASE CONTACT BRUCE J. BROSKY AT 1/888-225-5629 FOR ANY
ADDITIONAL INFORMATION DESIRED CONCERNING THIS ANNUAL MEETING.
-------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE REQUESTED TO
COMPLETE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE.
By Order of the Board of Directors
B. Joe Wimer, Secretary
Costa Mesa, California
February 28, 1997
9
<PAGE>
EMB CORPORATION
ANNUAL MEETING -- MARCH 21, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, having received the Annual Report, Notice of Annual Meeting of
Shareholders and Proxy Statement for said meeting, hereby appoints JAMES E.
SHIPLEY and B. JOE WIMER, and either of them, as Proxies with full power of
substitution and resubstitution and hereby authorize them to represent and to
vote, as designated hereon, all shares of common stock of EMB Corporation which
the undersigned would be entitled to vote at the Annual Meeting of Shareholders
to be held on March 21, 1997, at 3:30 p.m., local time, or at any adjournment
thereof, with all the powers the undersigned would possess if then personally
present.
1. ELECTION OF DIRECTORS:
[ ] VOTE FOR [ ] VOTE WITHHELD [ ] EXCEPTION
all nominees listed. from all nominees.
NOTE: IF YOU DESIRE TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE, BUT NOT
ALL OF THE NOMINEES BELOW, CHECK THE EXCEPTION BOX AND INDICATE YOUR DESIRE
TO WITHHOLD SUCH AUTHORITY BY DRAWING A LINE THROUGH THE NAME(S) OF SUCH
NOMINEE(S).
Nominees: Joseph K. Brick, Bruce J. Brosky, Malcolm K. Crist, Rory P.
Hughes, William V. Perry, Ann L. Petersen, Michael P. Roth,
James E. Shipley, B. Joe Wimer
2. APPROVE THE PROPOSAL TO INCREASE THE AUTHORIZED NUMBER OF SHARES UNDER THE
COMPANY'S 1996 STOCK OPTION, SAR AND STOCK BONUS PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. APPROVE HARLAN & BOETTGER AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR
THE 1997 FISCAL YEAR, SUBJECT TO CHANGE BY DIRECTION OF THE BOARD OF
DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR APPROVAL OF THE ABOVE PROPOSALS.
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the above signed shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS, 1, 2, AND 3. THE PROXIES WILL USE THEIR DISCRETION WITH
RESPECT TO ANY MATTER REFERRED TO IN ITEM 4.
IMPORTANT: This proxy must be dated and
signed exactly as shown hereon. When signing
as attorney, administrator, trustee or
guardian, please give full title as such.
When shares are held by joint tenants, both
must sign. 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: , 1997
---------------------------------
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Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
