Preliminary Copies
Amendment No. 1
PRELIMINARY PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
[x] Preliminary Proxy Statement - Amendment No. 1
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 250.14a-12
HELIONETICS, INC.
(Name of Registrant as Specified in its Charter)
HELIONETICS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box): $125 Fee Submitted with
Preliminary Filing.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(8)(4) and 0-11.
- Preliminary Copies -
Amendment No. 1
HELIONETICS, INC.
6849 Hayvenhurst
Van Nuys, California 91406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 19, 1995
To the Shareholders of HELIONETICS, INC.:
The Annual Meeting of Shareholders of Helionetics, Inc. (the "Company"), a
California corporation, will be held on Tuesday, December 19, 1995, at 10:00
A.M., Eastern Standard Time, at the Marriott Marquis, 1535 Broadway (between
45th & 46th Streets), New York, New York;
for the following purposes:
Proposal (1)To elect five directors to serve until the next annual
meeting of shareholders or until their successors are chosen.
Proposal (2)To ratify and approve appointment of outside accountants.
Proposal (3)To amend the Articles of Incorporation to effectuate a
reorganization by way of a 1 for 10 reverse stock split of all outstanding
common shares of Helionetics, Inc.
Proposal (4)To transact such other business as may properly come
before the meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on November 17,
1995, as the record date for the purpose of determining shareholders entitled to
notice of, and to vote at said meeting.
All shareholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE IMMEDIATELY TO INSURE THAT YOUR
SHARES WILL BE REPRESENTED AT THE MEETING AND ANY ADJOURNMENT THEREOF AND TO
HELP ASSURE A QUORUM. If you should decide to attend the meeting, you may
revoke your proxy and vote in person. Shareholders may revoke any proxies
granted hereunder (a) by delivering to the undersigned at the Company's offices
at 6849 Hayvenhurst, Van Nuys, California 91406 a written notice of such
revocation, or (b) by presenting at the meeting a later dated proxy, or (c) by
attending the meeting and voting in person.
By Order of the Board of Directors
BERNARD B. KATZ
Chairman of the Board
Van Nuys, California
, 1995
- Preliminary Copies -
Amendment No. 1
HELIONETICS, INC.
6849 Hayvenhurst
Van Nuys, California 91406
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 19, 1995
PRELIMINARY PROXY STATEMENT
SOLICITATION OF PROXIES
(This solicitation is made by the Company)
This proxy statement and the accompanying proxy are furnished in connection
with the solicitation of proxies by the Board of Directors of Helionetics, Inc.
(the "Company") for use at the Annual Meeting of Shareholders on December 19,
1995, and at any and all adjournments thereof.
A proxy may be revoked at any time prior to its exercise by written
notification to the Secretary of the Company. Unless so revoked, proxies in the
accompanying form which are properly executed will be voted in accordance with
the specification, if any, of the shareholders and, if no specification is made,
in favor of (a) the directors, as set forth below, unless authority to vote with
respect to any or all nominees is withheld and (b) "for" the other proposals set
forth in this Proxy Statement. This Proxy Statement and the accompanying Proxy
are being sent to shareholders on or about Wednesday, November 22, 1995. The
cost of solicitation of proxies will be borne by the Company.
VOTING SECURITIES
The record date for the determination of shareholders entitled to vote at
the Annual Meeting or any adjournment thereof is November 17, 1995. As of that
date there were 49,920,000 shares of common stock, no par value, of the Company
("Common Stock") outstanding and entitled to vote. The Company has no other
class of voting securities outstanding.
1
Each share of Common Stock is entitled to one vote. Shareholders may not
cumulate votes for nominees.
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding beneficial ownership
as of November 1, 1995, of the Company's common stock, by any person who is
known to the Company to be the beneficial owner of more than 5% of the Company's
voting securities, by each director, by each executive officer, and by officers
and directors of the Company as a group.
Total Number Percentage
of Shares of Class
Name & Address Beneficially Owned So Owned
Susan E. Barnes
6849 Hayvenhurst
Van Nuys, California 91406* 18,732,917(1) 37.3%
Bernard B. Katz, 0(1) 0
Chairman of the Board
E. Maxwell Malone, 410,461 0.8%
Chief Executive Officer,
Director
Chaim Markheim, 221,652 0.4%
Director
Richard A. Sergo, Director 197,466 0.4%
Henry J. Suerth, Director 145,000 0.3%
All Current directors and
officers as a group
(5 persons)
*This address also applies to all persons listed.
(1) Includes 128,882 shares assuming conversion of Class C convertible
preferred stock. Mr. Bernard B. Katz, the Chairman of the Board, is the
husband of Susan E. Barnes, and may be deemed her affiliate despite the fact
that these shares are held as her separate property. Mr. Katz disclaims any
interest therein, and Ms. Barnes declares that she is not an affiliate of the
company.
(2) Does not include 284,824 shares owned by Mrs. Sergo as her separate
property, in which Mr. Sergo disclaims any interest therein.
2
Proposal 1: NOMINEES FOR ELECTION AS DIRECTORS
Five directors are to be elected to serve until the next annual meeting of
shareholders or until their successors are elected. It is intended that the
proxies solicited hereby will, unless such proxies direct otherwise, be voted
for the election as directors of the persons listed below. Each of such persons
is currently serving as a director. It is not expected that any of such persons
will be unable to serve as a director, but if any director is unable to accept
election, it is intended that shares represented by the proxies will be voted by
the proxy holders for a substitute nominee selected by the Board of Directors.
Management's Slate of Nominees for Election to the Board of Directors:
Name Age Position Since
Bernard B. Katz 65 Chairman of the 1989
Board
E. Maxwell Malone 57 Director, President 1990
Chief Executive Officer
Chaim Markheim 50 Director, Vice President 1992
Henry J. Suerth 50 Director 1989
Richard A. Sergo 50 Director 1993
The directors shall serve until the next annual meeting of shareholders or
until their successors are elected.
Bernard B. Katz has been a director of the Company since October 1989. He
previously served as a director of the Company from April 1982 to March 1984,
from January 1985 to May 1985 and from September 1985 to March 1986. He was
re-elected as a director on October 16, 1989. He was a proponent of the Plan of
Reorganization. He is also the spouse of Susan E. Barnes, a principal
shareholder of the Company who also was a proponent of the Plan of
Reorganization. He is a consultant to the Company. He is also President of
K.B. Equities, Inc., a Nevada corporation.
E. Maxwell Malone has been a director of the Company since 1990 and form
1989 to 1993 served as chairman of the Board and Treasurer of TrueTech, Inc.
Mr. Malone was a founder and, from its inception in August 1987 through June
1989, Chairman of the Board, President and Chief Executive Officer of Bristol
Research, a manufacturer of primary processing boards for personal computers.
From September 1985 to August
3
1987 Mr. Malone was Chief Financial Officer of Goglanian Bakers, Inc., a
wholesale bakery. Mr. Malone was Chief Executive Officer of Studio Software,
Inc. from March 1981 until August 1985. Prior to such time, Mr Malone served as
President of Pick Systems Corporation and Pencor International Corp., two
computer software firms. In 1968 he was a co-founder of Microdata Corporation,
a company engaged in the manufacture of computer systems which was acquired by
McDonnell Douglas Corporation in 1978. Prior to 1968, Mr. Malone was a senior
scientific programmer for Lockheed Missiles & Space Corporation and Control Data
Corporation as well as an instructor of Applied Statistics at Southern Illinois
University.
Chaim Markheim has been a director of the Company since May, 1992. Mr.
Markheim has acted as business consultant to a diversified group of small
corporations, including Definicon and Helionetics, from 1986 to the present. In
1986, Mr. Markheim served as General Manager and Chief Financial Officer of
Huntington Park Club Operation, Ltd. In 1984 and 1985, Mr. Markheim was a
business consultant to Exxon, W.R. Grace, Owens-Illinois and Shell Chemicals,
and from 1981 to 1984 he served as Controller for the Beverage Business Unit of
Campbell Soup Company. From 1976 to 1981 Mr. Markheim served in various
financial positions with Atlantic Richfield Company, and prior to that time as
Auditor for Coopers and Lybrand, and Seidman & Seidman. Mr. Markheim is a
Certified Public Accountant for the State of California.
Richard A. Sergo has been a director of the Company and Chairman of the
Executive Committee since October 1993. He has been the President and Chief
Executive Officer of Sentinel Systems since 1980 and is the inventor of its
Sentry-E System. He previously served as Chief Executive Officer, Sierra Vista
Technologies, Inc., Chief Operating Officer, Eagle Computer, Inc., Director of
Product Development, Exxon Office Systems, and Vice President of Operations,
Decision Data Computer Corporation. During his 22 years in the electronics and
computer industries, Mr. Sergo has also held marketing, engineering and
manufacturing positions with Aydin, Litton and General Electric, and has been
responsible for generating fourteen patents, not including the patents assigned
to Sentinel Systems. He completed his undergraduate and graduate work in
Electrical Engineering at Purdue University.
Henry J. Suerth has been a director to Helionetics since April 1989 and
from time to time thereafter has been a consultant to the Company. He presently
is President and Chief Executive Officer of Infinity Systems, Inc. He has been
President and Chief Executive Officer of Decision Resources, a marketing
consulting firm since 1986. From 1983 to 1986 he was Group vice President of
Cahners Exposition Group. He also has held various positions for FMC
Corporation, Dart Industries and Ethan Allan Inc. He received a Bachelor of
Science Degree in Industrial Management from Purdue University, and a Masters
Degree in Business Administration from Harvard University.
4
BOARD ACTIVITIES AND COMMITTEES
The Board of Directors has not maintained in 1994 any separate
subcommittees of the Board of Directors, except for the Executive Committee and
the Audit Committee.
The Board of Directors had a total of 5 Board of Directors' meetings during
1995, and each incumbent director attended at least 40% of the aggregate Board
Meetings.
EXECUTIVE COMPENSATION
The following table sets forth for the company's last three completed
fiscal years, ended December 31, 1994, certain compensation of the Company's
current Chief Executive Officer and executive officers who earned more than
$100,000 in the fiscal year ended December 31, 1994.
Summary Compensation Table
Annual Compen- Long Term
-------------- ---------
sation(1) Compensation
-------------- ------------
Other
Name and Stock Compen-
Principal Salary Bonus Options sation
Position Year ($) ($) (#) ($)(a)&(c)
- -------- ---- --- --- --- ----------
Bernard B. Katz 1994 180,000 --- 100,000(b) ---
Chairman 1993 180,000 --- 100,000 ---
1992 180,000 --- 50,000 ---
E. Maxwell Malone 1994 150,000 --- 100,000(b) 12,000
President & 1993 120,000 --- 100,000 12,000
Chief Executive 1992 120,000 --- 50,000 12,000
Officer
Chaim Markheim 1994 120,000 --- 100,000(b) 12,000
Vice President, COO 1993 72,000 --- 100,000 12,000
1992 72,000 --- 50,000 12,000
Richard A. Sergo 1994 120,000* --- 100,000 ---
President-Sentinel 1993
Systems
Henry J. Suerth, 1994 --- --- 50,000 ---
Director 1993 --- --- 50,000(b) ---
1992 --- --- --- ---
- --------
(a) No stock appreciation rights were granted.
(b) Represents options vested at December 31, 1993 and 1994, respectively
5
under a three year option with a similar vesting at the end of 1995,
subject to shareholder approval.
(c) Represents car allowance paid.
* Represents compensation received as the President and Chief Executive
Officer of Sentinel Systems, Inc., which the Company acquired effective
March 13, 1993.
(1) In October, 1995, Mr. Malone, Mr. Markheim and Mr. Suerth were paid shares
of the Company's Common Stock as compensation for part of 1994 and up to
October 1995. Mr. Katz (K.B. Equities) was issued shares of Common stock
for compensation covering the period September 1992 to October 1995, and
was included in the number of shares issued by the Company in 1995 to Ms.
Susan Barnes for the exchange of Ms. Barnes' loan to shares of the
Company's Common Stock.
(All stock options for officers and directors of the Company were
voluntarily cancelled in early 1995.)
6
The following table sets forth grants of stock options made during the
fiscal year ended December 31, 1994 to Executive Officers and outside
directors. The Company did not issue any stock appreciation rights. The
table sets forth the hypothetical gains that would exist for the options at
the end of their ten year terms, assuming compound interest rates of stock
appreciation of 5% and 10%. The actual future value of the options will
depend on the market value of the Company's Common Stock.
Potential
Individual Grants Realizable
--------------------- Value at
No. of % of Assumed
Securities Total Annual Rate of
Under- Options/ Stock Price
lying SARs Exercise Appreciation
Options/ Granted to or For Option
SARs Employees Base Expira- Term (a)
Granted in Fiscal Price tion --------------
Name (#)(1) Year ($/Sh) Date 5%($) 10% ($)
- ---- ------ ---- ------ ---- ----- -------
Chairman of the Board
Bernard B. Katz 100,000 23% 3.00 12/31/04 0 83,000
CEO
E. Maxwell Malone 100,000 22% 3.00 12/31/04 0 83,000
COO
Chaim Markheim 100,000 22% 3.00 12/31/04 0 83,000
Director
Henry J. Suerth 50,000 11% 3.00 12/31/04 0 41,500
Director
Richard A. Sergo 100,000 -- -- -- -- --
- --------
(a) These amounts, based on assumed appreciation rates of 5% and 10% as
prescribed by the Securities and Exchange Commission's rules, are not intended
to forecast possible future appreciation, if any, of the Company's stock price.
(Stock options for officers and directors of the Company were voluntarily
cancelled in early 1995.)
7
The following table sets forth the number of shares covered by exercisable
and unexercisable options held by such executives on December 31, 1994 and
the aggregate gains that would have been realized had this option been
exercised on December 31, 1994, even though these options were not
exercised, and the unexercisable options could not have been exercised,
on December 31, 1994. The Company did not issue stock appreciation rights.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Values
Value of
Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acq'd on December December
Exercise Value 31, 1994 (#) 31, 1994($)(1)
Realized ------------ ----------------
Name (#) ($) Vested Unvested Vested Unvested
- ---- ----- ----- ------ -------- ------ --------
K.B. Equities --- --- 100,000 200,000 0 0
(Bernard B. Katz)
E. Maxwell Malone --- --- 150,000 200,000 0 0
Chaim Markheim --- --- 150,000 200,000 0 0
Henry J. Suerth --- --- 150,000 50,000 0 0
Richard A. Sergo --- --- 100,000 --- 0 0
(1) Market value of shares covered by in-the- money options on December
31, 1994, less option exercise price. Options are in-the-money if the
market value of the shares covered thereby is greater than the option
exercise price based on a year-end stock price of $1.625.
(Stock options for officers and directors of the Company were voluntarily
cancelled in early 1995.)
8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A. As of August 3, 1994, Tri-Lite, Inc. owed Helionetics, its principal
shareholder, approximately $4,500,000 in principal and accrued interest. On
August 3, 1994, Tri-Lite, Inc. entered into an agreement with Helionetics,
whereby this debt was to be converted into Common Stock of Tri-Lite effective as
of August 3, 1994, at the conversion rate of $3.00 per share, the market price
of Tri-Lite's Common Stock on that date, for a total of 1,500,000 shares of
Tri-Lite's Common Stock, subject to approval for the listing of said shares from
the American Stock Exchange, which approval was granted in early 1995.
B. On January 1, 1994, Tri-Lite, Inc. acquired 100% of the outstanding
stock of Self Powered Lighting Corporation (SPL) from Helionetics. Originally,
Tri-Lite agreed to issue 550,000 shares of its capital stock to Helionetics as
consideration for this acquisition. On September 30, 1994, the parties agreed
instead that Tri-Lite would pay Helionetics as the purchase price for SPL, the
sum of $1.8 million in the form of an unsecured promissory note, based upon an
independent evaluation performed by Dickinson & Company, an independent
investment banker. The $1.8 million obligation bears interest at 10% per annum
over an 18 month term, requires payment of $15,000 per month, and is all due and
payable on August 3, 1996. The note provides for a bonus reduction in principal
of $500,000 if it is paid in full on or before December 31, 1995.
C. Neither of the above transactions between Tri-Lite Inc. and
Helionetics, Inc. were at arms'-length, with the exception of the review of the
purchase price for SPL by an independent investment banker for fairness;
however, the Company believes the transactions are no less beneficial to the
parties than had they been subject to arms'-length negotiations or independent
review. The independent investment banker was the original underwriter in the
October 1993 initial public offering of Tri-Lite, and the appraisal was executed
by the Chief Executive Officer of said investment banker. Ongoing and future
transactions with affiliates will be on terms no less favorable than could be
obtained from unaffiliated parties.
D. A special review was conducted by the Company's independent public
accountants to determine the amount of the Susan Barnes Loan. As of May 31,
1995, the balance owing was in excess of $6 million.
E. In July, 1995, in connection with new bank financing arranged for
Tri-Lite Inc., Helionetics issued an irrevocable proxy (subject to certain
conditions) covering its approximately 51% of the outstanding common stock of
Tri-Lite Inc., in favor of and to be exercised by the Board of Directors of
Tri-Lite Inc., so long as such new bank financing is in place.
9
F. On October 16, 1995, the Board of Directors of Tri-Lite Inc. advised
Helionetics that they believed the $1.8 million purchase price for SPL discussed
in paragraph B above, exceeded the fair value of SPL by some $1,400,000 and they
further advised that Tri- Lite did not intend to pay in excess of $400,000 for
SPL. They also advised Helionetics that they believed Tri-Lite had other
offsetting adjustments and claims which they intended to apply against the
approximately $1,800,000 which Helionetics carries as a receivable from its
Tri-Lite subsidiary.
Helionetics disputes these Tri-Lite claims. On October 27, 1995, Tri-Lite
initiated legal action, in an effort to restrain Helionetics from revoking its
proxy and guarantee of Tri- Lite bank debt, and for an accounting on disputed
intercompany transactions. Helionetics is preparing a countersuit action
against Tri- Lite, Lawrence Terkel, Tri-Lite's President, its Board of
Directors, and Tri-Lite's bank, seeking to recover the intercompany sums it
claims are due, seeking to rescind the proxy delivered to Tri-Lite management,
and seeking damages for corporate mismanagement, corporate waste, and likely
other claims.
G. On October 31, 1995, Helionetics declared a stock dividend
distribution to all Helionetics shareholders of record to be determined on a
date in the near future yet to be set, in the form of a distribution of all of
the common shares of KSW, Inc. ("KSWI") held by Helionetics to its shareholders,
in the ratio of one KSWI share for each 12 Helionetics shares held. A total of
4,160,000 KSWI common shares will be distributed, representing approximately 80%
of KSWI's outstanding common stock.
Concurrent with this distribution, Susan E. Barnes, a principal
shareholders of Helionetics, the wife of Bernard B. Katz, the Chairman of the
Helionetics Board of Directors, and the recipient of approximately 30% KSWI
shares (30% of outstanding KSWI shares) delivered an irrevocable proxy to vote
her KSWI shares to Floyd Warkol, the Chairman of the Board of Directors and the
Chief Executive Officer of KSWI. Helionetics will not own any stock in KSWI,
and no officer, director or principal shareholder will serve in any capacity in
the KSWI spinoff.
Proposal 2: RATIFICATION OF APPOINTMENT
OF OUTSIDE ACCOUNTANTS
The Board of Directors of the Company acting by written consent effective
November 30, 1994, designated Corbin & Wertz as the firm to audit the accounts
of the Company for the fiscal year ending December 31, 1994, and on November 1,
1995, to audit the accounts of the Company for the fiscal year ending December
31, 1995. The shareholders are being asked to ratify such appointment.
In connection with the audit function, Corbin & Wertz has or will review
the Company's Form 10-K filings with the Securities and Exchange
10
Commission for its fiscal years ended December 31, 1994 and December 31,
1995.
All professional services rendered by Corbin & Wertz during fiscal years
1994 and 1995 were furnished at customary rates and terms.
A representative of Corbin & Wertz is expected to be present at the meeting
and will be available to respond to appropriate questions or to make a statement
if he so desires.
The Board of Directors recommends a vote FOR this proposal.
The affirmative vote of holders of a majority of the outstanding shares of
the Company's voting stock entitled to vote at the meeting is required to adopt
Proposal 2.
Proposal 3: TO AMEND THE
ARTICLES OF INCORPORATION TO
EFFECTUATE A REORGANIZATION
BY WAY OF A 1 FOR 10 REVERSE STOCK SPLIT OF ALL
OUTSTANDING COMMON SHARES OF
HELIONETICS, INC.
The Board of Directors on October 30, 1995, unanimously adopted resolutions
authorizing an amendment to Helionetics' Articles of Incorporation, to
effectuate a reorganization of the Company's capital structure, whereby all
Common Stock would automatically be changed and converted in a reverse stock
split on a 1 for 10 basis. The effect on the Company's outstanding securities
would be as follows:
Outstanding After 1 for
Class of Stock Currently Outstanding 10 Reverse Stock Split
- -------------- --------------------- ----------------------
Common Stock 49,920,000 4,992,000
Class A 51,175 51,175
Class B 57,629 57,629
Class C 310,665 310,665
Class F 12,700 12,700
The Company's authorized Preferred Shares pursuant to its Articles of
Incorporation would not change and would remain the same, while the authorized
Common Stock would be reduced to 10,000,000. As a result, the Company's
authorized capital would be as follows:
Class Shares Authorized
----- -----------------
Common 10,000,000
Class A 150,000
Class B 150,000
Class C 2,800,000
11
Class D 100,000
Class E 90,000
Class F 2,800,000
Class G 8,800
The Board of Directors believes that the proposed 1 for 10 reverse stock
split will result in a higher per share price for the Company's Common Stock,
with the result that there will be more interest in the Company's Common Stock
and its trading market will be fostered.
There is no economic effect to the Common Stock shareholder nor change in
the rights of the Common Stock shareholders by such a 1 for 10 reverse stock
split, as each Common Stock shareholder retains after the split the same
"percentage interest" represented by his "New" Common Stock shares in the
Company; as the shareholder had before the split, represented by his "old" or
pre-split Common Stock shares, and retains the same rights as before with
respect to such new Common shares. Each Common Stock shareholder will have a
reduced "number" of shares, representing 10% of the number of Common Stock
shares he held before. There are no tax consequences to the Common Stock
shareholders, nor to the Company as a result of the split.
The outstanding shares of Class A, B, C, and F Preferred Stock will not be
effected by the Amendment.
Class C Preferred Stock is the only class of outstanding Preferred Stock
which has accrued but unpaid dividends, said accrued dividends totaling
approximately $571,000 at November 1, 1995. The Class C's right to these
accumulated dividends will continue, and will not be effected by the proposed
amendment.
The precise language proposed to be adopted as an amendment to the
corporation's Articles of Incorporation is as follows:
WHEREAS, the authorized number of Common shares of this corporation is
50,000,000 shares, of which 49,920,000 shares are issued and outstanding;
and
WHEREAS, it is deemed to be in the best interests of this corporation and
its shareholders that Article Four of the Articles of Incorporation be
amended to decrease the number of Common Shares outstanding by combining
each 10 of its issued and outstanding Common Shares into 1 Common Share;
and
WHEREAS, it is deemed to be in the best interests of this corporation to
reduce the authorized number of Common Shares to 10,000,000 authorized
Common Shares;
RESOLVED, that paragraph (a) Article Four of the Articles of Incorporation
shall be amended to read as follows:
12
(a) "A total of 50,000,000 shares of new Common Stock, no par value.
On the amendment of this article to read as hereinabove set forth,
each 10 outstanding Common Shares of this corporation is combined,
reconstituted, and converted into one new Common Share."
RESOLVED FURTHER, that this amendment of the Articles of Incorporation is
hereby approved; and
RESOLVED FURTHER, that upon the approval of the foregoing 1 for 10 reverse
common stock split by vote or written consent of the outstanding Common
Shares, a Certificate of Amendment shall be executed and verified by the
President and Secretary of the corporation and filed in the office of the
California Secretary of State.
The Board of Directors recommends a vote FOR this proposal.
The affirmative vote of holders of a majority of the outstanding shares of
the Company entitled to vote, said shares being the Common Shares, is
required to adopt Proposal 3.
13
1996 SHAREOWNER PROPOSALS
Proposals to be submitted by shareowners under the regulations of the SEC
for consideration for inclusion in the Company's Proxy Statement relating to the
1996 Annual Meeting must be received by the Company at its offices at 6849
Hayvenhurst, Van Nuys, California 91406, attention: Corporate Secretary, not
later than March 8, 1996.
OTHER MATTERS
The Company hereby incorporates by reference, the financial statements,
supplementary financial information, and management's discussion and analysis of
financial condition and results of operation contained in the Company's 1994
Annual Report to shareholders, a copy of which is enclosed.
Representatives of the principal accountants of the Company's current year
and most recently completed fiscal year are expected to be present at the Annual
Meeting, will have the opportunity to make a statement, and will be available to
respond to appropriate questions.
The Board of Directors does not know of any matters which will be presented
for consideration at the meeting of shareholders other than those referred to in
the notice of meeting. If, however, any such matters should come before the
meeting, the persons named in the enclosed proxy will vote the shares covered by
proxy in accordance with their best judgment.
A copy of the Company's Annual Report on Form 10-K filed with the SEC is
available without charge to shareowners upon written request to Investor
Relations, Helionetics, Inc., 6849 Hayvenhurst, Van Nuys, California 91406.
Exhibits to the Company's Annual Report on Form 10-K filed with the SEC will be
furnished upon payment of 25 cents per page.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the SEC. Information as to particular dates concerning
Directors and Officers of the Company, their remuneration and any material
interest of such persons in transactions with the Company is disclosed in proxy
statements distributed to shareowners of the Company and filed with the SEC.
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
To ensure the presence of the required number of shares for voting, the
Board of Directors urges all shareowners to mark, sign, date and return their
proxy cards promptly. A shareowner who has mailed a proxy may also attend the
Annual Meeting and vote in person. Shareowners attending the Annual Meeting in
person whose shares are registered in the name of a bank or brokerage firm
should bring with them evidence of
14
their holdings, such as an account statement, and, in order to be eligible to
vote, a validly executed and properly notarized power of attorney from such bank
or brokerage firm. A shareowner may revoke a previously given proxy before it
is exercised at any time prior to the closing of the polls at the Annual
Meeting. The shareowner may revoke a proxy before it is exercised by writing to
the Inspector of Election, c/o Corporate Secretary, 6849 Hayvenhurst, Van Nuys,
California 91406, by submitting a later dated proxy (in either case, provided
that the revocation is received prior to the Annual Meeting) or by voting in
person at the Annual Meeting.
15
- Preliminary Copies -
Amendment No. 1
---------------
HELIONETICS, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 19, 1995
The undersigned hereby constitutes and appoints FRANKLIN M. DESSER, ESQ.
and ADRIAN CAYETANO and each of them with full power of substitution, attorneys
and proxies to the undersigned to represent the undersigned and vote all shares
of the Company's Common Stock which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders to be held at the
Marriott Marquis, 1535 Broadway, New York, New York on December 19, 1995 at
10:00 A.M. Eastern Standard Time, and at any postponement or adjournment
thereof, in the following manner:
Proposal 1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD AUTHORITY
listed below (except to vote for the nominees
as marked to the listed below ______
contrary below) ______
____ Bernard B. Katz ____ Richard A. Sergo
____ E. Maxwell Malone ____ Henry J. Suerth
____ Chaim Markheim
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below)
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(INSTRUCTION: To grant authority to vote for any other individual nominee not
listed above, write that nominee's name in the space provided below)
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Proposal 2. TO RATIFY AND APPROVE APPOINTMENT OF OUTSIDE
ACCOUNTANTS.
FOR _____ AGAINST _____ ABSTAIN _____
Proposal 3: TO AMEND THE ARTICLES OF INCORPORATION TO
EFFECTUATE A REORGANIZATION BY WAY OF A 1 FOR
10 REVERSE STOCK SPLIT OF ALL OUTSTANDING
COMMON SHARE OF HELIONETICS, INC.
FOR _____ AGAINST _____ ABSTAIN _____
IN ACCORDANCE WITH THEIR BEST JUDGMENT with respect to any other matters
which may properly come before the meeting or any postponement or adjournment.
If no direction is made, this proxy will be voted for Proposals 1,
2 and 3.
Please sign exactly as name appears below. When shares are held in joint
account, each owner should sign. When signing as attorney, trustee, executor,
etc., so indicate. If corporation, please sign full corporate name by
authorized officer. If partnership, sign in full partnership name by authorized
person.
Date: , 1995
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Signed:
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Signed:
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
