<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a - 101)
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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission only (as permitted by Rule 14a - 6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule14a-11(c) or Rule14a-12
</TABLE>
Hayes Corporation
------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement if Different than the Registrant)
Payment of Filing Fee (check the Appropriate Box)
<TABLE>
<S> <C>
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-b(i)(1) and 0-11
(1) Title of each class of Securities to which transaction applies:
-------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
</TABLE>
<PAGE> 2
----------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
----------------------------------------------------
(4) Proposed maximum aggregate value of the transaction:
----------------------------------------------------
(5) Total fee paid:
----------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0- 11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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- 2 -
<PAGE> 3
PROXY STATEMENT
HAYES CORPORATION
5854 PEACHTREE CORNERS EAST
NORCROSS, GEORGIA 30092-3405
SPECIAL MEETING OF STOCKHOLDERS
This proxy statement is furnished to stockholders in connection
with the solicitation by the Board of Directors of Hayes Corporation (the
"Company") of proxies to be voted at the Special Meeting of Stockholders of the
Company to be held on Wednesday, February 25, 1998 at 10:00 a.m. eastern
standard time at the Company's headquarters located at 5854 Peachtree Corners
East, Norcross, Georgia, and at any adjournment thereof. This proxy statement
and the proxies solicited hereby are first being sent or delivered to
stockholders on or about February _, 1998.
VOTING
The proxy may be revoked by the stockholder at any time prior to
its use by voting in person at the Special Meeting, by executing a later proxy,
or by submitting a written notice of revocation to the Secretary of the Company
at the Company's headquarters located at 5854 Peachtree Corners East, Norcross,
Georgia or at the Special Meeting. If the proxy is signed properly by the
stockholder and is not revoked, it will be voted at the Special Meeting. If a
stockholder specifies how the proxy is to be voted, the proxy will be voted in
accordance with such specification. Otherwise the proxy will be voted in the
manner specified on the enclosed proxy.
At the close of business on January 29, 1998, 58,493,615 shares
of the Company's Common Stock, $.01 par value (the "Common Stock"), were
outstanding and eligible for voting at the Special Meeting. At the close of
business on January 29, 1998 1,217,930 shares of the Company's Series A
Preferred Stock were outstanding and entitled to 1,217,930 votes as if such
holders owned 1,217,930 shares of Common Stock as of such record date of the
Special Meeting. Each stockholder of record of Common Stock is entitled to one
vote for each share held on all matters to come before the Special Meeting. Each
holder of record of the Series A Preferred Stock is entitled to one vote for
each share of Common Stock that may be acquired by the holder upon the
conversion of the Series A Preferred Stock into Common Stock. Only holders'
Common Stock and Series A Preferred Stock of record at the close of business on
January 29, 1998 are entitled to notice of and to vote at the meeting.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-THREE
REVERSE STOCK SPLIT OF THE COMMON STOCK.
On January 9, 1998 the Board of Directors unanimously adopted
resolutions, subject to the approval of stockholders, proposing an amendment to
the Company's Certificate of Incorporation to effect a one-for-three reverse
stock split (the "Split") of the Company's Common
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<PAGE> 4
Stock, $.01 par value per share, pursuant to which each three shares of Common
Stock of the Company shall be converted into one new share of Common Stock and
outstanding options, warrants and preferred stock convertible into common stock
shall be adjusted, to the extent applicable, on the same basis. The authorized
capital stock shall also be reduced on the same basis.
The Board adopted resolutions approving the Split pursuant to the
determination of the Staff of The NASDAQ Stock Market Inc. (the "Staff"). The
Staff determined that the Company's merger with Hayes Microcomputer Products,
Inc. in December, 1997 constituted a "reverse merger" due to the change in
control and a change in the financial structure of the Company as a result of
the merger. Consequently, the Staff concluded that to continue to list its
Common Stock on the NASDAQ National Market System ("NASDAQ/NMS"), the Company
would be required to satisfy the standards for initial inclusion on NMS of
either Alternative 1, 2 or 3 under NASD Marketplace Rule 4420.
The Company was informed by the Staff in December, 1997 that,
under the NASDAQ/NMS initial listing standards, it did not meet the $5.00
minimum per share bid price requirement. The Company met and currently meets the
other initial listing standards for the NASDAQ/NMS, and all requirements for
ongoing listing. The Staff, however, has required that the Company effect at
least a one-for-two reverse stock split sufficient to achieve a $5.00 per share
bid price. Upon completion of the Split, the closing bid price must remain at or
above $5.00 per share for 10 consecutive trading days. If the Company fails to
effect at least a one-for-two reverse split on or before March 2, 1998, the
Staff has informed the Company that the Company's Common Stock will be
immediately deleted from the NASDAQ/NMS.
From the announcement of its merger with Hayes Microcomputer
Products, Inc. and until December of 1997, the average closing price of the
Company's Common Stock on NASDAQ/NMS was approximately $5.59, with a volume
weighted average of $5.91. During November and December of 1997, prices of
technology stocks in general declined by approximately 28% in market value and
the Company's Common Stock also suffered such a decline. The decline in the
closing price of the Company's Common Stock in November and December, 1997
precipitated the reverse stock split required by the Staff.
In addition, the Board of Directors of the Company has been
advised that the current per share price of the Common Stock has increased the
cost to investors of effecting purchases and sales of the Company's Common Stock
and has reduced the effective marketability of the shares because of the
reluctance of certain leading brokerage firms to recommend lower-priced stocks
to their clients, and the policies of certain of such firms which prohibit their
analysts from writing research reports on companies with lower-priced stocks.
Also, certain institutional investors have internal policies preventing the
purchase of lower-priced stocks. Further, the Company has been advised that a
variety of brokerage house policies and practices tend to discourage individual
brokers within those firms from dealing in lower-priced stocks. Some of those
policies and practices pertain to the payment of brokers' commissions and
time-consuming procedures that function to make the handling of lower-priced
stocks unattractive to brokers from an economic standpoint. In addition, the
structure of trading commissions also tends to have an adverse impact upon
holders of lower-
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<PAGE> 5
priced stocks because the brokerage commission on a sale of a lower-priced stock
generally represents a higher percentage of the sales price than the commission
on a relatively higher-priced issue.
The Board of Directors is hopeful that the decrease in the number
of shares of Common Stock outstanding as a consequence of the Split, and the
resulting anticipated increase in the prices at which the Company's Common Stock
trades, will allow its Common Stock to continue to be traded on the NASDAQ/NMS,
encourage interest in the Company's Common Stock and possibly promote greater
liquidity for the Company's stockholders, although such liquidity could be
adversely affected by the reduced number of shares outstanding after the Split.
Also, although it may be anticipated that the increase in the trading price of
the Common Stock as a consequence of the Split might be proportionately less
than the decrease in the number of shares outstanding, the Split could result in
a price level for the Common Stock that will overcome the reluctance, policies
and practices referred to above and diminish the adverse impact of trading
commissions on the market for the shares. There can, however, be no assurance
that the foregoing effects will occur, or that the per share price level of the
Common Stock immediately after the proposed Split will be maintained for any
period of time.
The Board of Directors has deemed it in the best interests of the
Company to effect the Split. The Board of Directors anticipates that the
decrease in the number of outstanding shares of Common Stock resulting from the
Split will place the market price of the post-Split Common Stock in a range
satisfactory to NASDAQ/NMS and more attractive to investors.
The Company is currently subject to certain obligations to issue
shares of Common Stock pursuant to the exercise of outstanding options and
warrants and the conversion of convertible preferred stock, as described below.
Under the terms of the various agreements relating to these securities, the
number of shares of Common Stock issuable pursuant to such securities, and per
share prices, will automatically be adjusted in accordance with the Split. Thus,
for every three shares of Common Stock pre-Split previously issuable, the
holders of these securities will, upon exercise of the security, now receive one
share of Common Stock post-Split for the same aggregate amount of consideration
paid.
Of the 150,000,000 currently authorized shares of Common Stock
and 10,000,000 currently authorized shares of preferred stock, at January 29,
1998, 58,493,615 shares of Common Stock, 1,217,930 of Series A Preferred Stock
and 44,549 shares of 6% convertible preferred stock (the "6% Convertible Stock")
were issued and outstanding and an aggregate of 38,805,041 shares of Common
Stock were reserved for issuance as follows: (i) an aggregate of 7,676,256
shares for issuance under the Company's three stock option plans; (ii) 1,851,569
shares issuable upon exercise of warrants; (iii) 28,059,286 shares issuable upon
the conversion of the Company's 6% Convertible Stock; and (iv) 1,217,930 shares
issuable upon the Conversion of the Company's Series A Preferred Stock.
Immediately after the Split, there will be approximately
19,497,871 shares of Common Stock and 12,935,013 shares of Common Stock reserved
for issuance upon the conversion
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<PAGE> 6
or exercise of the aforementioned warrants, options, Series A Preferred Stock
and 6% Convertible Stock.
Other than as set forth above, the Board of Directors of the
Company has no present plans, proposals, commitments, undertakings or
arrangements which would result in the issuance of any additional shares of
Common Stock. The Board of Directors believes that in view of the present
investment climate and the uncertainty of the market for debt financing, the
availability of additional shares of Common Stock is necessary as a future
financing method of the Company.
EXCHANGE OF STOCK CERTIFICATES AND TREATMENT OF FRACTIONAL SHARE INTERESTS
As soon as practicable after the effective date of the Split,
shareholders will be notified and requested to surrender their old Common Stock
for certificates representing shares of new Common Stock. Until so surrendered,
each certificate representing shares of the old Common Stock will be deemed for
all corporate purposes after such effective date to evidence ownership of shares
of the new Common Stock in the appropriately reduced number. Continental Stock
Transfer and Trust Company will be appointed exchange agent (the "Exchange
Agent") to act for shareholders in effecting the exchange of their Common Stock
certificates. Holders of Series A Preferred Stock will be furnished with a
certificate from the Company setting forth the adjustment as a result of the
Split and setting forth the facts upon which such adjustment is based.
In order to save the Company the expense and inconvenience of
issuing fractional shares, no scrip or fractional share certificates evidencing
shares of Common Stock post-Split will be issued in connection with the Split.
If the stockholder is entitled to a fractional interest of a share, he or she
will receive in lieu thereof, cash (without interest) in an amount equal to such
fractional shares of Common Stock multiplied by the market value of one share of
Common Stock at the effective date of the Split. The market value of one share
of Common Stock at the effective date shall be the last sale price of such
common stock on NASDAQ/NMS (as reported by the Wall Street Journal or, if not
reported thereby, any other authoritative source) on the effective date for the
Split. No such holder shall be entitled to dividends, voting rights, or any
other rights as a stockholder in respect of any fractional shares.
DISSENTERS' RIGHTS
Under Delaware law, the stockholders of the Company are not
entitled to dissenters' rights of appraisal or similar rights of dissenters with
respect to any matter to be acted on at the Special Meeting.
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<PAGE> 7
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of Common
Stock as of January 29, 1998, by each director and executive officer of the
Company and all directors and executive Officers of the Company as a group, as
well as by any person known by the Company to own beneficially more than 5% of
the Common Stock of the Company, based upon such person's reported ownership of
Common Stock in filings made with the Commission pursuant to Sections 13(d) and
13(g) of the Exchange Act as of January 29, 1998. The information in this table
was based in part on information supplied by the named individuals.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NAME AND ADDRESS OF COMMON STOCK PERCENTAGE PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED (1) OWNERSHIP (1) (OWNERSHIP (2)
------------------- ------------------- ---------- ----------
<S> <C> <C> <C>
P.K. Chan (3) 231,446 * *
Alan Clark (3) 231,446 * *
Barbara Perrier Dreyer 50,000 (4)(5) * *
Dennis C. Hayes 23,103,566 39.5% 33.2%
Ronald Howard 1,044,664 (6) 1.8% 1.5
James A. Jones (3) 231,946 * *
Kaifa Technology (H.K.)
Limited (7) 3,780,289 6.5 5.4
Chiang Lam 925,785 (8) 1.6% 1.3%
C. Bruce Meyer (3) 6,480 * *
Keith Mintzer (3) 185,156 * *
S.P. Quek (9) 14,176,080 24.2% 20.4%
Charles Riehm (3) 37,031 * *
Rinzai Limited (10) 14,176,080 24.2% 20.4%
M.C. Tam (11) 3,780,289 6.5% 5.4%
ALL DIRECTORS AND EXECUTIVE 44,006,754 75.2% 63.2%
OFFICERS AS A GROUP (12 PERSONS)
</TABLE>
(*) Less than 1%
(1) Includes, in certain instances, shares held in the name of an executive
officer's or director's spouse or minor children, the reporting of
which is required by applicable rules of the Commission, but as to
which shares the executive officer or director may have disclaimed
beneficial ownership. Beneficial ownership includes shares issuable
upon exercise of options granted under the Company's stock option plans
but does not give effect to the Split.
(2) Assumes $45.0 million of the 6% Convertible Stock is converted into
Common Stock at $4.00.
(3) Consists of options to purchase Common Stock.
(4) Includes 30,000 shares of Common Stock issuable upon the exercise of an
option.
(5) Mrs. Perrier Dreyer and her husband, John Dreyer, have
shared voting and dispositive power with respect to these shares.
(6) Includes 90,000 shares of Common Stock issuable upon the exercise of a
stock option.
(7) Kaifa Technology's address is 2201 Hong Kong Worsted Mills Industrial
Building, 31 -39 Wo Tong Jsui Street, Kwai Chury, New Territories, Hong
Kong.
(8) Consists of warrants to purchase common stock.
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<PAGE> 8
(9) Consists of 13,041,993 shares of Common Stock held by Rinzai Limited of
which Mr. Quek serves as Chairman and 1,134,087 shares of Common Stock
held by S.P. Quek Investments, PLC, Ltd.
(10) Rinzai Limited's address is 17 Jurong Port Road, Singapore 619092.
(11) Consists of Common Stock held by Kaifa Technology (H.K.) Limited, of
which Mr. Tam serves as President.
FEDERAL INCOME TAX CONSEQUENCES OF THE SPLIT
The Federal income tax consequences of the Split will be as set
forth below. The following information is based upon existing law which is
subject to change by legislation, administrative action and judicial decision
and is necessarily general. Therefore, stockholders are advised to consult with
their own tax advisor for more detailed information relating to their individual
tax circumstances.
1. The Split will be a tax-free recapitalization for the
Company and its stockholders to the extent that shares of pre-Split Common Stock
are exchanged for shares of post-Split Common Stock. Stockholders will recognize
gain or loss upon the receipt of cash in lieu of fractional shares.
2. The shares of post-Split Common Stock in the hands of a
stockholder, will have an aggregate basis for computing gain or loss equal to
the aggregate basis of shares of pre-Split Common Stock held by that stockholder
immediately prior to the Split.
3. A stockholder's holding period for shares of post-Split
Common Stock will include the holding period of shares of pre-Split Common Stock
exchanged therefor, provided that the shares of pre-Split Common Stock were
capital assets in the hands of the stockholder.
ACCOUNTING EFFECTS OF THE SPLIT
Immediately after the effective date of the Split, the Company's
stockholder's equity accounts will be adjusted. Because of the par value of the
Company's Common Stock will remain at $.01 per share, stated capital will be
reduced and capital in excess of par value (paid-in capital) increased
accordingly. However, stockholders' equity will remain unchanged.
The affirmative vote of the holders of shares of Common Stock and
Series A Preferred Stock representing a majority of the outstanding shares of
the capital stock of the Company entitled to vote at the Special Meeting is
required to authorize the Split.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE SPLIT.
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OTHER MATTERS
The Board of Directors did not know, a reasonable time before the
commencement of the solicitation, of any business constituting a proper subject
for action by the stockholders to be presented to the meeting other than as set
forth in this Proxy Statement. However, if any such matter should properly come
before the meeting, the persons named in the enclosed proxy intend to vote such
proxy in accordance with their best judgment.
The proxies named in the enclosed form of proxy and their
substitutes will vote the shares represented by the enclosed form of proxy, if
the proxy appears to be valid on its face and, where a choice is specified on
the form of proxy, the shares will be voted in accordance with each
specification so made.
A list of stockholders of record of the Company as of January 29,
1998 will be available for inspection by stockholders during normal business
hours from February __ through February 25, 1998, at the offices of the Company
at 5854 Peachtree Corners East, Norcross, Georgia.
In addition to soliciting proxies by mail, the Company may make
requests for proxies by telephone, telegraph or messenger or by personal
solicitation by officers, directors, or employees of the Company, or by any one
or more of the foregoing means. The Company will also reimburse brokerage firms
and other nominees for their actual out-of-pocket expenses in forwarding proxy
material to beneficial owners of the Company's shares. All expenses in
connection with such solicitation are to be paid by the Company.
The Company anticipates that the 1998 Annual Meeting will be held
in May 1998. Therefore, proposals of stockholders of the Company intended to be
presented at the 1998 Annual Meeting of the Company should have been received by
the Company not later than February 1, 1998 to be considered for inclusion in
the Company's proxy statement and form of Proxy relating to that meeting.
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<PAGE> 10
FINANCIAL AND OTHER INFORMATION AND INCORPORATION BY REFERENCE
Representatives of Coopers & Lybrand L.L.P., the Company's
accountants for fiscal year 1997 and fiscal year 1998 are expected to be present
at the Special Meeting. Such representatives will have the opportunity to make a
statement if they so desire and are expected to be available to respond to
appropriate questions.
The documents listed below are incorporated by reference in this
Proxy Statement, and all documents concurrently and subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 shall be deemed to be incorporated by reference in this
Proxy Statement and to be a part hereof from the date of filing such document.
1. The Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1997;
2. Amendment No. 1 to the Company's Annual Report on Form
10-K/A for the fiscal year ended July 31, 1997;
3. The Company's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1997, as filed with the Commission on December 15,
1997;
4. The Company's Registration Statement on Form S-4
(Registration Statement no. 333-37993), declared effective by the Commission on
December 12, 1997;
5. The Company's Current Reports on Form 8-K, as filed with
the Commission on November 17, 1997, January 9, 1998 and January 23, 1998; and
6. The description of the Company's Common Stock contained
in the Company's Registration on Form 8-A, declared effective by the Commission
on November 18, 1996.
The consolidated financial statements of Access Beyond, Inc.
incorporated in this Proxy Statement by reference from Access Beyond, Inc.'s
Amendment No. 3 to the Registration Statement on Form S-4 (Registration
Statement No. 333-37993) for the year ended July 31, 1997 and 1996 and for each
of the three years in the period ended July 31, 1997 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of Hayes Microcomputer
Products, Inc. ("HMP") and its subsidiaries as of December 31, 1995 and 1996 and
for the years ended September 30, 1994 and 1995, the three months ended December
31, 1995 and the year ended December 31, 1996 incorporated in this Proxy
Statement by reference have been audited by Coopers & Lybrand, L.L.P.,
independent accountants, as stated in their report, and have been so
incorporated in reliance
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<PAGE> 11
upon the reports of such firm given upon their authority as experts in
accounting and auditing. For accounting purposes, the merger of HMP with the
Company on December 30, 1997 has been treated as the acquisition of the Company
by HMP with HMP as the acquiror. As a result, the historical financial
statements of the Company prior to December 30, 1997 will be those of HMP.
For purposes of this Proxy Statement, any statement contained in
a document incorporated by or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference modified or superseded such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Proxy Statement.
The Company shall furnish without charge to each person,
including any stockholder, to whom a copy of this Proxy Statement is delivered,
upon the written or oral request of such person, a copy of any or all of the
documents which are incorporated by reference herein (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents) including information contained in documents filed
subsequent to the date hereof.
Written or telephone requests for such documents should be directed to James A.
Jones, Hayes Corporation, 5854 Peachtree Corners East, Norcross, Georgia 30092,
and his phone number is (770) 840-9200, extension 6821.
By Order of the Board of Directors
----------------------------------------
Dennis C. Hayes
Chairman
Dated: February ___, 1998
9
<PAGE> 12
APPENDIX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HAYES CORPORATION
(ORIGINALLY INCORPORATED ON JULY 23, 1996)
HAYES CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
FIRST: The name of the Corporation is Hayes Corporation.
SECOND: The Certificate of Incorporation of the Corporation
is hereby amended by adding the following paragraph to Article IV to follow the
first paragraph of Article IV:
"The total number of shares of all classes of stock which the
Corporation has authority to issue is fifty-three million two
hundred eighty thousand (53,280,000) shares, consisting of two
classes: fifty million (50,000,000) shares of Common Stock, par
value U.S. $.01 per share, and three million two hundred eighty
thousand (3,280,000) shares of Preferred Stock, par value U.S.
$.01 per share.
Each of the Corporation's issued and outstanding shares of Common
Stock, par value U.S. $.01 per share, as of the date of this
Certificate of Amendment, shall be converted into one-third
(.333) of one share of Common Stock, par value U.S. $.01 per
share; no change shall be made to the par value of the
Corporation's Common Stock; and in lieu of any fractional shares,
the Corporation shall pay to the holders thereof the fair value
of such shares in cash based on the closing price per share of
the Corporation's Common Stock on The Nasdaq Stock Market on the
effective date of such reverse stock split."
THIRD: The Amendment to the Certificate of Incorporation
herein certified has been duly adopted in accordance with the provisions of
Sections 211 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
this ___ day of February, 1998.
----------------------------------------
Dennis C. Hayes, Chairman of the Board
ATTEST:
- -----------------------------------
James A. Jones, Secretary
A-1
<PAGE> 13
APPENDIX B
[FORM OF PROXY]
HAYES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of the
Special Meeting of Stockholders and Proxy Statement and does hereby appoint
Dennis C. Hayes and James A. Jones and either of them with full power of
substitution, as proxies of the undersigned to represent the undersigned and to
vote all shares of Hayes Corporation (the "Company") common stock which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Stockholders of Hayes, to be held at the executive offices of Hayes,
5854 Peachtree Corners East, Norcross, Georgia, at 10:00 o'clock a.m. eastern
standard time, on February 25, 1998 and at any adjournment thereof.
PROPOSAL
Proposal for approval of an Amendment to the Company's Certificate of
Incorporation to effect a one-for-three reverse stock split of the Company's
Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournment(s). This
Proxy may be revoked at any time prior to voting hereof.
This proxy, when properly executed, duly returned and not revoked will
be voted. It will be voted in accordance with the directions given by the
undersigned shareholder. If no direction is made, it will be voted in favor of
the Proposals listed on this Proxy.
Signature(s)
-----------------------------------------
-----------------------------------------
Dated: , 1998
-----------------------------
NOTE: Joint owners should each sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If the
signatory is a corporation, sign the full
corporate name by a duly authorized
officer.
