<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Telesciences, Inc.
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(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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Notes:
<PAGE>
TELESCIENCES, INC.
4000 Midlantic Drive
Mount Laurel, NJ 08054-5476
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, OCTOBER 14, 1999
----------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of Telesciences, Inc., a Delaware corporation (the "Company"), will
be held on Thursday, October 14, 1999, at 10:00 a.m. (local time), at the
offices of Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd
Floor, Philadelphia, Pennsylvania 19103, for the following purposes:
1. To consider and act upon a proposal to amend the Company's Certificate
of Incorporation to effect a one-for-four reverse stock split.
2. To transact such other business as may properly come before the Special
Meeting and any and all adjournments and postponements thereof.
The Board of Directors has fixed the close of business on September 20, 1999
as the record date for the Special Meeting. Only stockholders of record at that
time are entitled to notice of and to vote at the Special Meeting and any
adjournment or postponement thereof.
The enclosed proxy is solicited by the Board of Directors. Reference is made
to the accompanying Proxy Statement for further information with respect to the
business to be transacted at the Special Meeting.
A complete list of the stockholders entitled to vote at the Special Meeting
will be open to the examination of any stockholder, for any purpose germane to
the Special Meeting, during ordinary business hours, for a period of at least
10 days prior to the Special Meeting, at the offices of Wolf, Block, Schorr and
Solis-Cohen LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania
19103.
The Board of Directors urges you to date, sign and return the enclosed proxy
promptly. The return of the enclosed proxy will not affect your right to vote
in person if you do attend the Special Meeting.
By Order of the Board of Directors,
Frances Penfold
Secretary
Mount Laurel, New Jersey
September 27, 1999
<PAGE>
TELESCIENCES, INC.
4000 Midlantic Drive
Mount Laurel, NJ 08054-5476
----------------
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
THURSDAY, OCTOBER 14, 1999
----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Telesciences, Inc., a Delaware corporation
(the "Company"), for use at the Company's Special Meeting of Stockholders
(together with any and all adjournments and postponements, the "Special
Meeting"), which is scheduled to be held on Thursday, October 14, 1999, at
10:00 a.m. (local time), at the offices of Wolf, Block, Schorr and Solis-Cohen
LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania 19103, for the
purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. This Proxy Statement, the foregoing notice and the enclosed proxy
card are first being sent to stockholders on or about September 27, 1999.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by telephone by
officers, directors and a small number of regular employees of the Company who
will not be specially compensated for such services. The Company also will
request banks, brokers and other custodians, nominees and fiduciaries to
solicit proxies from beneficial owners, where appropriate, and will reimburse
such persons for reasonable expenses incurred in that regard.
VOTING SECURITIES AND SECURITY OWNERSHIP
Voting Shares
The Board of Directors has fixed the close of business on September 20,
1999, as the record date for determination of the stockholders entitled to
notice of and to vote at the Special Meeting or any adjournment thereof.
Stockholders of record as of that date will receive the Notice of Special
Meeting, the Proxy Statement, and the Proxy. As of September 20, 1999, there
were 7,655,424 shares of common stock of the Company, par value $0.01 per share
(the "Common Stock"), outstanding and entitled to notice of and to vote at the
Special Meeting. The Company had no other class of stock outstanding as of the
date of the record date. At or about the date of this Proxy Statement, the
Company intends to issue to its largest stockholder 3,476,900 shares of a new
class of non-voting, non-dividend bearing preferred stock (the "New Preferred
Stock") in exchange (the "Exchange") for all 3,476,900 shares of Common Stock
currently held by that stockholder. Each share of Common Stock is entitled to
one vote on each matter properly submitted to the stockholders for action at
the Special Meeting. There are no cumulative voting rights. The presence at the
Special Meeting, in person or by proxy, of stockholders entitled to cast at
least a majority of the votes which all stockholders are entitled to cast will
constitute a quorum for the Special Meeting.
A broker holding shares of record for customers is not entitled to vote on
certain matters unless it receives voting instructions from its customers. As
used herein, "uninstructed shares" means shares held by a broker who has not
received instructions from its customers on such matters and the broker has so
notified the Company on a proxy form in accordance with industry practice or
has otherwise advised the Company that it lacks voting authority. Uninstructed
shares with respect to any matter are considered to be present for quorum
purposes. As used herein, "broker non-votes" means the votes that could have
been cast on the matter in question by brokers with respect to uninstructed
shares if the brokers had received their customers' instructions. Broker non-
votes will have the effect of votes in opposition to the proposal to amend the
Company's Certificate of Incorporation.
<PAGE>
Vote Required
Approval of the proposed amendment to the Company's Certificate of
Incorporation to effect the one-for-four reverse stock split requires the
affirmative vote of the majority of the shares of Common Stock outstanding as
of the record date.
Shares cannot be voted at the Special Meeting unless the holder of record is
present in person or by proxy. The enclosed proxy card is a means by which a
stockholder may authorize the voting of his or her shares at the Special
Meeting. The shares of Common Stock represented by each properly executed proxy
card will be voted at the Special Meeting in accordance with the stockholder's
directions. Stockholders are urged to specify their choices by marking the
appropriate boxes on the enclosed proxy card; if no choice has been specified,
the shares will be voted as recommended by the Board of Directors. The Board of
Directors knows of no matters other than those described herein which are
likely to come before the Special Meeting. However, if any other matters are
properly presented to the Special Meeting for action, the proxy holders will
vote the proxies (which confer discretionary authority to vote on such matters)
in accordance with their judgment.
Any proxy may be revoked at any time prior to its exercise by notifying the
Secretary of the Company in writing, by delivering a duly executed proxy
bearing a later date, or by attending the Special Meeting and voting in person.
Your vote is important. Accordingly, you are asked to complete, sign and
return the accompanying proxy card whether or not you plan to attend the
Special Meeting. If you plan to attend the Special Meeting to vote in person
and your shares are registered with the Company's transfer agent in the name of
a broker or bank, you must secure a proxy card from the broker or bank
assigning voting rights to you for your shares.
2
<PAGE>
Security Ownership of Management and Principal Stockholders
The table below sets forth certain information, as of September 1, 1999
regarding the holdings of Common Stock of (i) each person who is known to the
Company to be the beneficial owner of more than 5% of the outstanding shares of
the Common Stock, (ii) each director of the Company, (iii) the Company's Chief
Executive Officer and each of the Company's other "Named Executive Officers,"
as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities
and Exchange Commission (collectively with the Company's Chief Executive
Officer, the "Named Executive Officers") and (iv) all directors and executive
officers of the Company as a group. Unless otherwise specified, the named
beneficial owner has sole voting and investment power. The information in the
table below was furnished by the persons listed, and constitutes beneficial
ownership as defined in regulations of the Securities and Exchange Commission.
Shares issuable pursuant to the exercise of stock options are included in the
table below if such options are currently exercisable or exercisable by October
31, 1999.
<TABLE>
<CAPTION>
Amount And
Nature % Of
Of Beneficial Common
Name of Beneficial Owner Ownership(3) Stock
------------------------ ------------- ------
<S> <C> <C>
Securicor Communications Limited(1)...................... 3,476,900 45.4%
Michael L. Moore(2)...................................... 441,038 5.7%
Frances Penfold(2)....................................... 413,013 5.4%
C. Thomas Faulders, III.................................. 57,665 *
Andrew P. Maunder........................................ 52,679 *
Sammy W. Pearson......................................... 20,500 *
Trevor Sokell............................................ 16,000 *
Michael G. Wilkinson(1).................................. 6,666 *
Robert B. Kelly.......................................... 6,666 *
Greg R. Fegley........................................... 22,416 *
All directors and executive officers as group (9 per-
sons)................................................... 1,036,643 13.2%
</TABLE>
- --------
* Less than one percent.
(1) The address of Securicor Communications Limited ("Securicor
Communications") is Sutton Park House, 15 Carshalton Road, Sutton Surrey,
United Kingdom. Mr. Wilkinson, a Director of the Company, may be deemed to
own beneficially the shares of Common Stock owned by Securicor
Communications by virtue of his role as Director of Securicor
Communications. Mr. Wilkinson disclaims beneficial ownership of these
shares. Securicor Communications is an indirect wholly-owned subsidiary of
Securicor plc, a multinational company based in the United Kingdom
("Securicor"). These shares are expected to be exchanged on or about the
date of this Proxy Statement for the New Preferred Stock pursuant to the
Exchange. In connection with the Exchange, Securicor is agreeing to vote
these shares in favor of the amendment of the Certificate of Incorporation.
(2) The number of shares of the Common Stock owned by Mr. Moore and Ms. Penfold
is subject to adjustment based on the provisions of the Agreement of Merger
and Plan of Reorganization (the "Merger Agreement"), dated May 15, 1998, by
and among the Company, AV Technology, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Technology"), Innovative Data
Technology, a California corporation ("IDT") and the Shareholders of IDT,
pursuant to which IDT merged into Technology. The Merger Agreement provides
that a certain number of the shares of Common Stock issuable to Mr. Moore
and Ms. Penfold thereunder may be returned to the Company pursuant to
certain post-closing adjustments.
(3) Shares issuable upon the exercise of options to purchase the Common Stock:
Mr. Moore 37,996; Ms. Penfold 29,164; Mr. Faulders 16,665; Mr. Maunder
34,997; Mr. Pearson 10,000; Mr. Sokell 10,000; Mr. Wilkinson 6,666; Mr.
Kelly 6,666; and Mr. Fegley 22,416.
3
<PAGE>
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT A
REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
General
The Board of Directors of the Company has unanimously adopted a resolution
approving, and recommending to the Company's stockholders for their approval,
an amendment to Article Four, Section One, of the Company's Certificate of
Incorporation authorizing a one-for-four reverse stock split of the shares of
Common Stock of the Company (the "Reverse Stock Split"). The form of the
proposed amendment is annexed to this Proxy Statement as Annex A (the "Reverse
Stock Split Amendment"). The Reverse Stock Split Amendment will effect a one-
for-four reverse stock split of the shares of Common Stock of the Company
issued and outstanding, or held as treasury shares, and will increase the par
value of the Common Stock to $.04 per share from $.01 per share, but will not
change the number of authorized shares of Common Stock.
Reasons for the Reverse Stock Split Amendment
The Company's Common Stock is currently listed on the Nasdaq National Market
system (the "Nasdaq National Market"). The Company has been advised by Nasdaq
that the continued listing requirements of the Nasdaq National Market and the
Nasdaq SmallCap Market system (the "Nasdaq SmallCap Market" and, collectively
with the Nasdaq National Market, the "Nasdaq Markets") require, among other
things, that the Common Stock maintain a closing bid price in excess of $1.00
per share. As of the date of this Proxy Statement, the Company is not in
compliance with this requirement. The Company has been advised by Nasdaq that
the listing of the Company's Common Stock is being transferred to the Nasdaq
SmallCap Market effective with the open of business on September 27, 1999 and
that it is requiring the Company to be in compliance with the $1.00 minimum bid
price requirement by October 22, 1999, and to maintain compliance with the bid
price requirement for a minimum of ten consecutive trading days immediately
thereafter. In the event that the Common Stock does not satisfy the $1.00
minimum bid price, the Company will be subject to delisting from the Nasdaq
Markets.
The Board of Directors has determined that the continued listing of the
Common Stock on the Nasdaq Markets is in the best interests of the Company's
stockholders. If the Common Stock were delisted from the Nasdaq Markets, the
Company's Board of Directors believes that the liquidity of the trading market
in the Common Stock would be significantly decreased which could reduce the
trading price and increase the transaction costs of trading shares of the
Common Stock.
The Board of Directors believes that, if the Reverse Stock Split is approved
by the stockholders and thereafter effected, the bid price of the Common Stock
will likely increase substantially over the $1.00 minimum bid price requirement
thereby permitting the Company to continue to list the Common Stock on one of
the Nasdaq Markets. There can be no assurance, however, that the market price
of the Common Stock will rise in proportion to the reduction in the number of
outstanding shares resulting from the Reverse Stock Split, that the market
price of the Post-Split Common Stock can be maintained above $1.00 or that the
Common Stock will not be delisted from the Nasdaq Markets for other reasons.
Potential Effects of the Reverse Stock Split
Pursuant to the Reverse Stock Split, each holder of four shares of Common
Stock, par value $.01 per share ("Old Common Stock"), immediately prior to the
effectiveness of the Reverse Stock Split would become the holder of one share
of Common Stock, par value $.04 per share ("New Common Stock"), after
consummation of the Reverse Stock Split.
Although the Reverse Stock Split will not, by itself, impact the Company's
assets or prospects, the Reverse Stock Split could result in a decrease in the
aggregate market value of the Company's equity capital. The Board of Directors
believes that this risk is outweighed by the benefits of the continued listing
of the Common Stock on the Nasdaq Markets.
If approved, the Reverse Stock Split will result in some shareholders owning
"odd-lots" of less than 100 shares of Common Stock. Brokerage commissions and
other costs of transactions in odd-lots are generally somewhat higher than the
costs of transactions in "round-lots" of even multiples of 100 shares.
4
<PAGE>
Shares of Common Stock Issued and Outstanding or Held as Treasury Shares
The Company is currently authorized to issue a maximum of 25,000,000 shares
of Common Stock. As of the Record Date, there were 7,655,424 shares of Common
Stock issued and outstanding, or held as treasury shares. Although the number
of authorized shares of Common Stock will not change as a result of the Reverse
Stock Split, the number of shares of Common Stock issued and outstanding, or
held as treasury shares, will be reduced to a number that will be approximately
equal to (i) the number of shares of Common Stock issued and outstanding, or
held as treasury shares, immediately prior to the effectiveness of the Reverse
Stock Split, divided by (ii) four.
With the exception of the number of shares issued and outstanding, or held
as treasury shares, the rights and preferences of the shares of Common Stock
prior and subsequent to the Reverse Stock Split will remain the same. After the
effectiveness of the Reverse Stock Split, it is not anticipated that the
financial condition of the Company, the percentage ownership of management, the
number of the Company's stockholders, or any aspect of the Company's business
would materially change as a result of the Reverse Stock Split.
The Common Stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a
result, the Company is subject to the periodic reporting and other requirements
of the Exchange Act. The proposed Reverse Stock Split will not affect the
registration of the Common Stock under the Exchange Act.
Increase of Shares of Common Stock Available for Future Issuance
As a result of the Reverse Stock Split, there will be a reduction in the
number of shares of Common Stock issued and outstanding, or held as treasury
shares, and an associated increase in the number of authorized shares which
would be unissued and available for future issuance after the Reverse Stock
Split (the "Increased Available Shares"). The Increased Available Shares could
be used for any proper corporate purpose approved by the Board of Directors of
the Company including, among others, future financing transactions.
Because the Reverse Stock Split will create the Increased Available Shares,
the Reverse Stock Split may be construed as having an anti-takeover effect.
Although neither the Board of Directors nor the management of the Company views
the Reverse Stock Split as an anti-takeover measure, the Company could use the
Increased Available Shares to frustrate persons seeking to effect a takeover or
otherwise gain control of the Company.
Effectiveness of the Reverse Stock Split
The Reverse Stock Split, if approved by the Company's stockholders, would
become effective (the "Effective Date") upon the filing with the Secretary of
State of the State of Delaware of a Certificate of Amendment of the Company's
Certificate of Incorporation in substantially the form of the Reverse Stock
Split Amendment attached to this Proxy Statement as Annex A. It is expected
that such filing will take place on or shortly after the date of the Special
Meeting, assuming the stockholders approve the Reverse Stock Split. However,
the exact timing of the filing of such Certificate of Amendment will be
determined by the Board of Directors based upon its evaluation as to when such
action will be most advantageous to the Company and its stockholders, and the
Board of Directors reserves the right to delay the Reverse Stock Split
Amendment for up to twelve months following stockholder approval thereof. In
addition, the Board of Directors reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, to elect
not to proceed with the Reverse Stock Split Amendment if, at any time prior to
filing such Reverse Stock Split Amendment, the Board of Directors, in its sole
discretion, determines that it is no longer in the best interests of the
Company and its stockholders.
Commencing on the Effective Date, each Old Common Stock certificate will be
deemed for all corporate purposes to evidence ownership of the reduced number
of shares of Common Stock resulting from the Reverse Stock Split and any cash
which may be payable in lieu of fractional shares. As soon as practicable after
the Effective Date, stockholders will be notified as to the effectiveness of
the Reverse Stock Split and instructed as
5
<PAGE>
to how and when to surrender their certificates representing shares of Old
Common Stock in exchange for certificates representing shares of New Common
Stock (and, if applicable, cash in lieu of fractional shares). The Company
intends to use StockTrans, Inc. as its exchange agent in effecting the exchange
of certificates following the effectiveness of the Reverse Stock Split.
On the Effective Date, the interest of each stockholder of record who owns
fewer than four shares of Common Stock will thereby be terminated, and he, she
or it will have no right to vote as a stockholder or share in the assets or any
future earnings of the Company.
Fractional Shares
The Company will not issue fractional shares in connection with the Reverse
Stock Split. Instead, holders of Old Common Stock who would otherwise be
entitled to receive a fractional share of New Common Stock on account of the
Reverse Stock Split shall receive, upon surrender of the stock certificates,
formerly representing shares of the Old Common stock, in lieu of such
fractional shares, an amount in cash (the "Cash-in-Lieu Amount") equal to the
product of (i) the fractional shares which a holder would otherwise be entitled
to, multiplied by (ii) four times the closing sale price per share, or, if not
available, the average of the closing bid and closing asked price per share, of
the Old Common Stock as quoted on the Nasdaq National Market or the Nasdaq
SmallCap Market, as applicable (or, if the Old Common Stock is not then traded
on the Nasdaq National Market or the Nasdaq SmallCap Market, such price as the
Company's Board of Directors determines, in its discretion, to be the fair
market value per share of the Old Common Stock) on the business day prior to
the Effective Date. No interest shall be payable on the Cash-in-Lieu Amount.
Certain Federal Income Tax Consequences
The following discussion summarizing certain federal income tax consequences
is based on the Internal Revenue Code of 1986, as amended, the applicable
Treasury Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices in effect on the date of this Proxy
Statement. This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-
resident aliens, broker-dealers or insurance companies). Stockholders are urged
to consult their own tax advisors to determine the particular consequences to
them.
The receipt of New Common Stock solely in exchange for Old Common Stock will
not generally result in recognition of gain or loss to the stockholders. The
adjusted tax basis of a stockholder's New Common Stock will be the same as the
adjusted tax basis of the shares of Old Common Stock exchanged therefor, and
the holding period of the New Common Stock will include the holding period of
the Old Common Stock exchanged therefor. Generally, stockholders who receive
cash in lieu of fractional shares will be treated as if they had received such
fractional shares and then sold them to the Company, and such stockholders will
recognize gain or loss equal to the difference between the amount of cash
received and their basis in the Common Stock exchanged. No gain or loss will be
recognized by the Company as a result of the Reverse Stock Split.
Appraisal Rights
No appraisal rights are available under the Delaware General Corporation Law
or under the Company's Certificate of Incorporation or By-Laws to any
stockholder who dissents from the proposal to approve the Reverse Stock Split
Amendment. There may exist other rights or actions under state law for
stockholders who are aggrieved by reverse stock splits generally. Although the
nature and extent of such rights or actions are uncertain and may vary
depending upon the facts or circumstances, stockholder challenges to corporate
action in general are related to the fiduciary responsibilities of corporate
officers and directors and to the fairness of corporate transactions.
6
<PAGE>
Recommendation of the Board of Directors
The Company's Board of Directors recommends a vote FOR the proposal to amend
the Company's Certificate of Incorporation in order to effect the one-for-four
Reverse Stock Split of the shares of Common Stock of the Company issued and
outstanding, or held as treasury shares.
By Order of the Board of Directors,
Frances Penfold
Secretary
7
<PAGE>
ANNEX A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TELESCIENCES, INC.
Telesciences, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Telesciences, Inc., at a duly called
meeting, duly adopted resolutions setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and proposing that said amendment be considered by the
stockholders of said corporation. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Board of Directors declares that it is advisable to
amend and restate Article Four, Section One, of the Certificate of
Incorporation of the Corporation in its entirety as follows:
"Section 1. Capital Stock Authorized. The total number of shares of
stock which the Corporation shall have authority to issue is 30,000,000
consisting of (i) 25,000,000 shares of common stock, par value $.04 per
share (the "Common Stock"); and (ii) 5,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock").
Simultaneously with the effective date of the filing of this
amendment to the Corporation's Certificate of Incorporation (the
"Effective Date"), each share of common stock, par value $.01 per
share, of the Corporation issued and outstanding or held as treasury
shares immediately prior to the Effective Date (the "Old Common Stock")
shall automatically be reclassified and continued (the "Reverse
Split"), without any action on the part of the holder thereof, as one-
quarter of one share of Common Stock. The Corporation shall not issue
fractional shares on account of the Reverse Split. Holders of Old
Common Stock who would otherwise be entitled to a fraction of a share
on account of the Reverse Split shall receive, upon surrender of the
stock certificates formerly representing shares of the Old Common
Stock, in lieu of such fractional share, an amount in cash (the "Cash-
in-Lieu Amount") equal to the product of (i) the fractional share which
a holder would otherwise be entitled to, multiplied by (ii) four times
the closing sale price per share, or, if not available, the average of
the closing bid and closing asked price per share, of the Old Common
Stock as quoted on the Nasdaq National Market or Nasdaq SmallCap
Market, as applicable (or, if the Old Common Stock is not then traded
on the Nasdaq National Market or the Nasdaq SmallCap Market, such price
as the Corporation's Board of Directors determines, in its discretion,
to be the fair market value per share of the Old Common Stock) on the
business day prior to the Effective Date. No interest shall be payable
on the Cash-in-Lieu Amount."
SECOND: That thereafter, the stockholders of said corporation, at a duly
called meeting of the stockholders, voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Telesciences, Inc. has caused this Certificate to be
signed by Andrew P. Maunder, its President, this day of October, 1999.
TELESCIENCES, INC.
By: _________________________________
Andrew P. Maunder, President
8
<PAGE>
Telesciences, Inc.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY--SPECIAL MEETING OF STOCKHOLDERS--OCTOBER 14, 1999
The undersigned, a holder of Common Stock of Telesciences, Inc., a Delaware
corporation (the "Company"), does hereby appoint Andrew P. Maunder and Frances
Penfold, or any one of them acting in the absence of the other, the true and
lawful attorneys and proxies with full power of substitution, for and in the
name, place and stead of the undersigned, to vote all shares of Common Stock of
the Company which the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders of the Company to be held at the
offices of Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd
Floor, Philadelphia, Pennsylvania 19103, on Thursday, October 14, 1999, at
10:00 A.M. (local time), and at any adjournment(s), or postponement(s) thereof.
The undersigned hereby instructs said proxies or their substitutes:
1. PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION IN ORDER TO EFFECT A ONE-FOR-FOUR REVERSE STOCK SPLIT OF THE
SHARES OF COMMON STOCK OF THE COMPANY.
FOR [_] AGAINST [_] ABSTAIN [_]
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on reverse side)
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE
GIVEN.
The undersigned hereby revokes any proxy or proxies heretofore given, and
ratifies and confirms all that the proxies appointed hereby, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
thereof. The undersigned hereby acknowledges receipt of a copy of the Notice of
Special Meeting of Stockholders and Proxy Statement, both dated September 27,
1999.
Dated: _______________________, 1999
Signature __________________________
Signature __________________________
NOTE: Your signature should appear
exactly the same as your name ap-
pears hereon. If signing as part-
ner, attorney, executor, adminis-
trator, trustee or guardian, please
indicate the capacity in which
signing. When signing as joint ten-
ants, all parties in the joint ten-
ancy must sign. When a proxy is
given by a corporation, it should
be signed by an authorized officer
and the corporate seal affixed. No
postage is required if mailed
within the United States.
