<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Hayes Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[Hayes Microcomputer Products, Inc. LOGO]
HAYES CORPORATION
5854 PEACHTREE CORNERS EAST
NORCROSS, GEORGIA 30092-3405
DEAR FELLOW STOCKHOLDERS:
On behalf of the Board of Directors, I cordially invite you to attend a
Special Meeting of Stockholders to be held on February 25, 1998, at 10:00 a.m.
eastern standard time at the offices of Hayes Corporation, 5854 Peachtree
Corners East, Norcross, Georgia. You are being asked to approve 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 the reasons set forth in the accompanying proxy statement, your Board
of Directors unanimously recommends that you vote for approval of the Amendment
to the Company's Certificate of Incorporation.
In order to ensure that your shares are represented at the Special Meeting,
I urge you to promptly sign, date and return the enclosed proxy in the envelope
provided for that purpose which requires no postage if mailed in the United
States. The proxy may be withdrawn or revoked by the person who executed it at
any time prior to the Special Meeting.
Very truly yours,
/s/Dennis C. Hayes
Dennis C. Hayes
Chairman
Dated: February 10, 1998
<PAGE> 3
[HAYES LOGO]
HAYES CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 25, 1998
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of Hayes
Corporation will be held on Wednesday, February 25, 1998 at 10:00 a.m. eastern
standard time at the Company's offices located at 5854 Peachtree Corners East,
Norcross, Georgia for the purpose of considering and voting upon:
1. 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.
2. Such other business as may properly come before the meeting.
The close of business on January 29, 1998 has been fixed as the record date
for determining the stockholders entitled to notice of and to vote at this
meeting and any adjournment thereof, and only stockholders of record on such
date shall be entitled to notice of and to vote at the meeting.
Please promptly date, sign and mail the enclosed proxy using the enclosed
addressed envelope which needs no postage if mailed within the United States.
By Order of the Board of Directors
/s/ Dennis C. Hayes
Dennis C. Hayes
Chairman
Dated: February 10, 1998
<PAGE> 4
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 10, 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, 58,762,654 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 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") 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 NASDAQ/NMS of either Alternative 1, 2 or 3
under NASD Marketplace Rule 4420.
<PAGE> 5
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-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.
2
<PAGE> 6
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,
58,762,654 shares of Common Stock, 1,217,930 of Series A Preferred Stock and
43,799 shares of 6% convertible preferred stock (the "6% Convertible Stock")
were issued and outstanding and an aggregate of 37,211,100 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) 27,683,275 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 19,587,551 shares
of Common Stock and 12,403,700 shares of Common Stock reserved for issuance upon
the conversion 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.
3
<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
COMMON STOCK PERCENTAGE PERCENTAGE
NAME AND ADDRESS OF 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 39.3% 33.1%
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 6.4 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 24.1 20.3
Charles Riehm(3).............................. 37,031 * *
Rinzai Limited(10)............................ 14,176,080 24.1 20.3
M.C. Tam(11).................................. 3,780,289 6.4 5.4
All Directors and Executive Officers as a
Group (12 Persons).......................... 44,006,754 74.9 63.1
</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 Tsui Street, Kwai Chung, New Territories, Hong
Kong.
(8) Consists of warrants to purchase common stock.
(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.
4
<PAGE> 8
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 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.
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 10 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.
5
<PAGE> 9
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 (except Item 8);
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.
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. 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.
6
<PAGE> 10
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
/s/ DENNIS C. HAYES
Dennis C. Hayes
Chairman
Dated: February 10, 1998
7
<PAGE> 11
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> 12
APPENDIX B
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.
