NEXAR TECHNOLOGIES INC
DEFR14A, 1998-06-02
ELECTRONIC COMPUTERS
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                          SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO.  )
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [_]
 
Check the appropriate box:
 
[_] Preliminary Proxy Statement       [_] Confidential, for Use of the
                                          Commission Only (as permitted by
                                          Rule 14a-6(e)(2))
 
[_] Definitive Proxy Statement
 
[X] Definitive Additional Materials
 
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

 
                           NEXAR TECHNOLOGIES, INC.
              ------------------------------------------------
              (Name of Registrant as Specified In Its Charter)
 
                           NEXAR TECHNOLOGIES, INC.
              ------------------------------------------------
                 (Name of Person(s) Filing Proxy Statement)
 

Payment of Filing Fee (check the appropriate box):
 
[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
    (1) Title of each class of securities to which transaction applies:

        ________________________________________________________________________

    (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>
 
                           NEXAR TECHNOLOGIES, INC.
                               257 TURNPIKE ROAD
                       SOUTHBOROUGH, MASSACHUSETTS 01772
                                (508) 485-7900

                            NOTICE OF POSTPONEMENT
                       OF ANNUAL MEETING OF STOCKHOLDERS
                                 JUNE 22, 1998

      The Annual Meeting of Stockholders of Nexar Technologies, Inc. (the 
"Company") originally scheduled to be held on Monday, June 8, 1998 at 11:00 
a.m., at the offices of McDermott, Will & Emery, 16th Floor, 75 State Street, 
Boston, Massachusetts, has been postponed to Monday, June 22, 1998 at 11:00 a.m.
at the same location for the same purposes as set forth in the Notice of Meeting
dated April 27, 1998 and mailed to stockholders commencing on April 30, 1998 
(the "Notice"), which are:

      1.      To elect one director for a three-year term.

      2.      To approve (a) issuances of shares of common stock of the Company
              upon coversion of shares of the Company's Series B Convertible
              Preferred Stock (all of which could be converted into common stock
              pursuant to a formula which includes a lower-than-market
              conversion price for the common stock) and upon the exercise of
              certain warrants, such approval being required for such issuances
              in the aggregate to exceed 2,001,810 shares of common stock, or
              approximately 20% of the outstanding common stock of the Company;
              and (b) the private placement sales of such preferred stock and
              such warrants.
              
      3.      To ratify the Board of Director's selection of BDO Seidman, LLP as
              the Company's independent auditors for 1998.

      4.      To transact such other business as may properly come before the 
              meeting and any adjournments thereof.

      Stockholders of the Company are also hereby notified that Buster C. 
Glosson, the nominee for election as a director as set forth in the Proxy 
Statement mailed with the Notice of the meeting, has resigned as a director of 
the Company and withdrawn as a nominee for election as a director.  The Board of
Directors has nominated Steven Georgiev, an existing director of the Company, in
substitution for Mr. Glosson as nominee, and as provided for in the Proxy 
Statement, proxies voted for Mr. Glosson will be voted in favor of Mr. Georgiev 
unless such proxies are revoked in the manner set forth in the Proxy Statement. 
Stockholders of record at the close of business on April 23, 1998 will be 
entitled to notice of and to vote at the meeting and any adjournments thereof.


                                  By Order of the Board of Directors,


                                  /s/ David A. Cifrino

                                  David A. Cifrino
                                  Secretary

Dated: June 1, 1998


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