<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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
BIOSONICS, INC.
(Name of Registrant as Specified In Its Charter)
Nancy D. Weisberg, Esquire
MCCAUSLAND, KEEN & BUCKMAN
Five Radnor Corporate Center
100 Matsonford Road, Suite 500
Radnor, Pennsylvania 19087
(610) 341-1000
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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(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 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:
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<PAGE> 2
BIOSONICS, INC.
260 NEW YORK DRIVE
FORT WASHINGTON, PENNSYLVANIA 19034
(215) 646-7100
June 24, 1996
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of Biosonics, Inc. which will be held on July 16, 1996, beginning at 10:00 a.m.
at the Fort Washington Expo Center, 1100 Virginia Drive, Fort Washington,
Pennsylvania.
The accompanying notice of the meeting and proxy statement describes
the matters to be acted upon at the special meeting of shareholders. Your
participation in the activities of the Company is important, regardless of the
number of shares you hold. To assure your representation at the meeting, whether
or not you are able to attend, please complete the enclosed proxy card and
return it promptly to us in the postage-paid envelope provided.
I hope you will attend the special meeting.
Sincerely,
Jack Paller,
President and Chief Executive Officer
<PAGE> 3
BIOSONICS, INC.
260 NEW YORK DRIVE
FORT WASHINGTON, PENNSYLVANIA 19034
---------------
NOTICE OF SPECIAL MEETING
OF
SHAREHOLDERS
JULY 16, 1996
---------------
To the Shareholders:
A special meeting of shareholders of Biosonics, Inc. (the "Company") will
be held on July 16, 1996, at 10:00 a.m., at the Fort Washington Expo Center,
1100 Virginia, Drive, Fort Washington, Pennsylvania, for the following purposes:
1. To consider and act upon a proposal to amend the Articles of
Incorporation of the Company to increase the authorized number of
shares of Common Stock from 250,000,000 to 750,000,000;
2. To consider and act upon a proposal to amend the Articles of
Incorporation to effect a reverse stock split (the "Reverse Split").
Such amendment to the Company's Articles of Incorporation will reduce
the number of authorized shares of Common Stock and will increase the
par value of the Common Stock.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of record of the Common Stock at the close of business on June
20, 1996 are entitled of notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend in person, please promptly sign, date and
mail the enclosed proxy in the return envelope. If you decide to attend the
meeting and wish to vote in person, you may revoke your proxy by written notice
to the Secretary of the Company at that time.
By Order of the Board of Directors
June 24, 1996 Robert N. Paller, Assistant Secretary
<PAGE> 4
BIOSONICS, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Biosonics, Inc., a Pennsylvania corporation
(the "Company"), for use at a Special Meeting of Shareholders to be held on July
16, 1996, and at any adjournments thereof. The approximate date on which this
Proxy Statement and the accompanying proxy will be first sent or given to
shareholders is June 24, 1996.
The record date for determining shareholders entitled to vote has been
fixed at the close of business on June 20, 1996. As of such date, there were
242,766,437 shares of the Company's Common Stock outstanding and entitled to
vote. Each share of Common Stock entitles the holder to one vote, and votes may
not be cumulated in the election of directors. The presence, in person or by
proxy, of holders of the Common Stock entitled to cast at least a majority of
the votes which all holders of the Common Stock are entitled to cast will
constitute a quorum for purposes of the meeting.
Shares represented by a proxy in the accompanying form, unless previously
revoked, will be voted at the Meeting if the proxy is returned to the Company
properly executed and in sufficient time to permit the necessary examination and
tabulation before a vote is taken. A proxy may be revoked at any time prior to
its exercise by giving written notice to the Secretary of the Company, by giving
a later dated proxy, or by voting in person at the meeting. Mere attendance at
the Meeting will not revoke the proxy. Any specific instructions indicated on
your proxy will be followed. Unless contrary instructions are given, your proxy
will be voted FOR each of the proposals described in this Proxy Statement and in
the discretion of the proxy holders on such other business as may properly come
before the Meeting.
Abstentions are counted as shares present for purposes of determining the
presence or absence of a quorum for the transaction of business. Brokers holding
shares for beneficial owners must vote their shares according to the specific
instructions they receive from the owners. If specific instructions are not
received, brokers may vote these shares in their discretion, except if they are
precluded from exercising their voting discretion on certain proposals pursuant
to the rules of the New York Stock Exchange. In such a case, the broker may not
vote on the proposal absent specific voting instructions. This results in what
is known as a "broker non-vote." A broker non-vote has the effect of a negative
vote when a majority of the shares issued and outstanding is required for
approval of the proposal. A broker non-vote has the effect of reducing the
number of required affirmative votes when a majority of the shares present, or
represented, and entitled to vote is required for approval of the proposal.
Approval of the proposed amendments to the Company's Articles of Incorporation
(Proposals 1 and 2) requires the affirmative vote of the majority of the
outstanding shares entitled to vote. For purposes of Proposals 1 and 2,
abstentions will have the same effect as a vote against the proposal. Broker
non-votes will have
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the same effect as a vote against Proposal 1 or 2. The New York Stock Exchange
determines whether brokers have discretionary authority to vote on a given
proposal.
The cost of solicitation of proxies by the Board of Directors will be borne
by the Company. In addition to solicitation by mail, proxies may be solicited in
person or by telephone, telegraph or facsimile by directors, officers or
employees of the Company without additional compensation. The Company will, upon
request, reimburse shareholders of record who are brokers, dealers, banks and
other institutions, nominees or fiduciaries for their reasonable expenses in
forwarding the proxy materials and annual report to shareholders to the
beneficial owners of the Company's Common Stock.
1. AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
On May 15, 1996, the Company's Board of Directors unanimously approved an
amendment to the Company's Articles of Incorporation to increase the number of
authorized shares of Common Stock from 250,000,000 to 750,000,000 and
unanimously recommends that the Company's shareholders approve such amendment.
As of June 10, 1996, 242,766,437 shares of Common Stock were issued and
outstanding and 36,200,000 shares were reserved for issuance.
From 1991 through 1995, the Company financed its operations through the
sale of its securities and loans. The issuance of shares of the Common Stock
sold or issuable upon conversion of convertible preferred stock would cause the
Company to exceed the number of shares of Common Stock authorized for issuance.
Of the convertible preferred stock outstanding, 1,250 are owned by Jack Paller,
the Company's President and Chief Executive Officer, and 2,000 are owned by
International Management & Research Corporation ("IMRC"), which holds, through
its wholly-owned subsidiary, IMRC Holdings, Inc., approximately 50% of the
Company's Common Stock. The 3,250 shares of Preferred Stock owned by Mr. Paller
and IMRC are convertible into an aggregate of 11,375,000 shares of the Company's
Common Stock. Therefore, the Board of Directors believes that it is necessary to
increase the number of authorized shares of Common Stock.
The Company's Board of Directors believes that it is desirable to have
additional authorized shares of Common Stock available for future financings,
acquisitions, stock option plans and other general corporate purposes, including
the exchange of outstanding non-convertible debt for Common Stock. Having such
additional authorized shares available for issuance in the future would give the
Company greater flexibility and allow such shares to be issued without the
expense and delay of a special shareholders' meeting. The shares of stock would
be available for issuance without further action by the shareholders, unless
such action is required by applicable law. The Company has no present plans,
agreements or understandings for the issuance of these additional shares of
Common Stock, except as discussed below under Proposal 2.
It should be noted that the additional shares of Common Stock to be
authorized by the amendment could be used to impede or discourage certain
business combinations opposed by the incumbent Board
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of Directors, whether or not in the best interests of the Company. For example,
issuing additional shares of Common Stock could have the effect of diluting the
stock ownership of persons seeking to obtain control of the Company. The
Company's Articles of Incorporation also contains a provision authorizing the
issuance of up to 10,000,000 shares of Preferred Stock, 9,250 of which are
currently outstanding with such rights, preferences and limitations as
determined by the Board of Directors. Such Preferred Stock could also be issued
in one or more transactions with terms that might make the acquisition of a
controlling interest in the Company more difficult or costly. The proposed
amendment to the Company's Articles of Incorporation is not being recommended in
response to any specific effort of which the Company is aware to obtain control
of the Company, nor does the Board of Directors have any present intent to use
the additional shares of Common Stock to impede a takeover attempt. The
Pennsylvania Business Corporation Law of 1988, as amended, contains a provision
which applies to the Company which prohibits, subject to certain exceptions, a
"business combination" with a shareholder or group of shareholders beneficially
owning more than 20% of the voting power of the Company (an "interested
shareholder") for a five-year period following the date on which the holder
became an interested shareholder. This provision may discourage open market
purchases of the Company's Common Stock or a non-negotiated tender or exchange
offer for such stock.
To be approved, the amendment to the Company's Articles of Incorporation
must be authorized by the affirmative vote of a majority of the votes cast by
all shareholders of the Common Stock entitled to vote thereon.
THE BOARD RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT TO THE
ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK.
2. AMENDMENT TO ARTICLES OF INCORPORATION TO
EFFECT A REVERSE COMMON STOCK SPLIT
On May 15, 1996, the Board of Directors of the Company approved, subject
to the shareholders' approval solicited hereby, a proposal to amend the
Company's Articles of Incorporation to effect a reverse Common Stock split (the
"Reverse Split"). Approval of this proposal would permit the Board of Directors
to effect a Reverse Split of not more than one share of the Company's Common
Stock for every 10 shares of the Company's then issued Common Stock nor less
than one share of Common Stock for every 150 shares of Common Stock, with the
specific exchange ratio to be determined by the Board of Directors (the "Split
Ratio"). The proposal would reduce the number of shares which the Company is
authorized to issue and increase the par value per share, depending on the
specific exchange ratio determined by the Board of Directors. The shares of
Common Stock outstanding after the Reverse Split would have the same rights and
privileges as the shares of Common Stock currently outstanding.
The Articles of Incorporation presently authorizes 250,000,000 shares of
Common Stock, of which 242,766,437 shares were issued and outstanding on the
record date. In addition, as of the record date, 36,200,000 shares of Common
Stock were subject to issuance upon conversion of outstanding convertible
preferred stock and upon exercise of rights to acquire shares of Common Stock.
Reasons for the Reverse Split
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The Company has engaged a consultant to find an underwriter for the
issuance and public sale of its securities. No understanding has been reached
with any prospective underwriter and no letter of intent has been executed.
There can be no assurance that the consultant will be successful in finding an
underwriter or that any offering of the Company's securities will take place.
However, the Company believes that, as a prerequisite for any offering, the
Company will be required to obtain shareholder approval for, and implementation
of, a Reverse Split. Specifically, the Reverse Split will be based upon the
assumption that the market price of the Company's Common Stock will increase in
direct inverse proportion to the Split Ratio of the Reverse Split. For example,
if the Split Ratio of the reverse split is one for 150, the assumption is that
the market price of the Common Stock should increase one hundred fiftyfold.
Based upon the application of the formula to the closing bid price of $.09 on
June 7, 1996, if each share of Common Stock would be split into 1/10th shares of
Common Stock, the initial adjusted market value would be $.90 per share, and if
it were split into 1/150th shares of Common Stock, the initial adjusted market
price would be $13.50 per share.
Even if the Company does not complete an offering of its securities, the
Board believes that the Reverse Split may be advantageous for several reasons:
First, the Board believes that the current low per share price of the
Common Stock and the large number of shares outstanding have a negative effect
on the marketability of existing shares and the potential ability of the Company
to raise capital by issuing shares. On June 7, 1996, the closing bid and asked
price of the Common Stock on the OTC Bulletin Board were $.09 and $.12,
respectively. Many stock brokers are reluctant to deal in low price stocks
because of the time-consuming procedures that make the handling of such stocks
unattractive from an economic standpoint. Further, certain institutional
investors have internal policies preventing the purchase of low-priced stocks.
Second, since a broker's commissions on low-priced stocks generally
represent a higher percentage of the gross stock price than commissions on
higher priced stocks, the current share price of the Common Stock can result in
individual shareholders paying transaction costs (commission, mark-ups,
mark-downs) which are at a higher percentage of the total share value than would
be the case if the Common Stock share price were substantially higher.
Finally, the Board is hopeful that the decrease in the number of shares of
Common Stock outstanding as a consequence of the Reverse Split and the resulting
anticipated increased price level will encourage interest in the Common Stock
and possibly promote greater liquidity for the Company's shareholders.
There can be no assurance, however, that the foregoing hoped-for effects
will occur following the Reverse Split, that the market price of the Common
Stock immediately after implementation of the proposed Reverse Split will be
maintained for any period of time, or that such market price will exceed or
remain in excess of the current market price.
Any reverse split would be implemented in the discretion of the Board of
Directors irrespective of whether an underwriter would require a reverse split
as a prerequisite to an offering. If the application of the Split Ratio causes
any shareholder to have a fractional share of stock, such share will be rounded
up to the next highest whole share. Pennsylvania law requires that the Company
must amend its Articles of Incorporation to provide for the Reverse Split of its
outstanding Common Stock.
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Effective Date of the Reverse Split
If the proposal is approved by the shareholders, the Reverse Split would
become effective after the Board determines the Split Ratio and files the
Articles of Amendment with the Secretary of State of the Commonwealth of
Pennsylvania ("Effective Date"). Upon filing of the Articles of Amendment, all
of the outstanding Common Stock will be converted into new Common Stock
appropriate to reflect the Split Ratio as set forth in the Articles of
Amendment. The number of shares of new Common Stock calculated pursuant to the
Split will be rounded up to the nearest whole share as fractional shares will
not be issued. From and after the Effective Date, certificates representing
shares of old Common Stock shall be deemed to represent only the right to
receive shares of new Common Stock to which an individual shareholder would
otherwise be entitled.
Exchange of Stock Certificates and Fractional Shares
As soon as practicable after the Effective Date, the Company will send a
letter of transmittal to each shareholder of record on the Effective Date for
use in transmitting certificates representing shares of Common Stock ("old
certificates") to the Company's transfer agent, American Stock Transfer Company
(the "Exchange Agent"). The letter of transmittal will contain instruction for
the surrender of old certificates to the Exchange Agent in exchange for
certificates representing the number of whole shares of new Common Stock. No new
certificates will be issued to a shareholder until such shareholder has
surrendered all old certificates together with a properly completed and executed
letter of transmittal to the Exchange Agent.
Upon proper completion and execution of the letter of transmittal and
return thereof to the Exchange Agent, together with all old certificates,
shareholders will receive a new certificate or certificates representing the
number of whole shares of new Common Stock into which their shares of Common
Stock represented by the old certificates have been converted as a result of the
Reverse Split. No fractional shares of Common Stock will be issued as a result
of the Reverse Split. In lieu of receiving fractional shares, shareholders who
hold a number of shares that does not result in a whole number of new shares
will be entitled to receive a whole share of the new Common Stock for any
fractional share at no additional cost. The number of shares of Common Stock to
be issued in connection with rounding up such fractional interests is not
expected to be material. Until surrendered, outstanding old certificates held by
shareholders will be deemed for all purposes to represent the number of whole
share of Common Stock to which such shareholders are entitled as a result of the
Reverse Split. Shareholders should not send their old certificates to the
Exchange Agent until they have received the letter of transmittal. Shares not
presented for surrender as soon as is practicable after the letter of
transmittal is sent will be exchanged at the first time they are presented for
transfer.
No service charges will be payable by shareholders in connection with the
exchange of certificates, all expenses of which will be borne by the Company.
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Certain Effects of the Reverse Split
The principal effect of the Reverse Split will be to decrease the number of
shares of Common Stock outstanding as follows:
<TABLE>
<CAPTION>
SHARES OUTSTANDING AS OF APPROXIMATE NUMBER OF SHARES
EXCHANGE RATIO JUNE 7, 1996 OUTSTANDING AFTER REVERSE SPLIT
-------------- ------------------------ -------------------------------
<S> <C> <C>
1:10 242,766,437 24,276,644
1:150 242,766,437 1,618,443
</TABLE>
The shares of Common Stock to be issued pursuant to the Reverse Split will
be fully paid and nonassessable. The relative voting and other rights of holders
of the Common Stock will not be altered by the Reverse Split. The Company does
not anticipate that the Reverse Split will result in any material reduction in
the number of holders of Common Stock.
Although the authorized shares will be reduced if the Reverse Stock Split
is approved, if the proposed amendment to the Articles of Incorporation of the
Company to increase the authorized number of shares of Common Stock (Proposal
No. 1) is also approved by the shareholders, the total number of shares
authorized for issuance will be increased. Accordingly, if the amendments are
approved by the shareholders, the Company will have the ability to issue more
shares of Common Stock than is presently the case, as the Board of Directors
deems to be in the Company's best interests, without additional shareholder
approval. The issuance of such shares may, among other things, have a dilutive
effect on the equity and voting power of existing holders of Common Stock.
The number of shares subject to outstanding conversion privileges and
rights to acquire Common Stock, as well as the exercise price and conversion
ratio therefor, will be proportionately adjusted to reflect the Reverse Split.
The Preferred Stock of the Company will be unaffected by the Reverse Split
except that the conversion ratios will be proportionately adjusted.
Certain Federal Income Tax Consequences
The following is a summary of the material anticipated federal income tax
consequences of the Reverse Split to shareholders of the Company. This summary
is based on the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Department Regulations (the "Regulations") issued pursuant
thereto, and published rulings and court decisions in effect as of the date
hereof, all of which are subject to change. This summary does not take into
account possible changes in such laws or interpretations, including amendments
to the Code, applicable statutes, Regulations and proposed Regulations or
changes in judicial or administrative rulings, some of which may have
retroactive effect. No assurance can be give that any such changes will not
adversely affect the discussion in this summary.
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This summary is provided for general information only and does not purport
to address all aspects of the possible federal income tax consequences of the
Reverse Split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. In particular,
and without limiting the foregoing, this summary does not consider the federal
income tax consequences to shareholders of the Company in light of their
individual investment circumstances or to holders subject to special treatment
under the federal income tax laws (for example, life insurance companies,
regulated investment companies and foreign taxpayers). In addition, this summary
does not address any consequence of the Reverse Split under any state, local or
foreign tax laws. As a result, it is the responsibility of each shareholder to
obtain and rely on advice from his or her personal tax adviser as to: (i) the
effect on his or her personal tax situation of the Reverse Split, including the
application and effect of state, local and foreign income and other tax laws;
(ii) the effect of possible changes in judicial or administrative
interpretations of existing legislation and Regulations, as well as possible
future legislation and Regulations; and (iii) the reporting of information
required in connection with the Reverse Split on his or her own tax returns. It
will be the responsibility of each shareholder to appropriately account for the
Reverse Split, and the resulting effects therefrom, on his or her federal, state
and local tax returns.
No ruling from the Internal Revenue Service ("Service") or opinion of
counsel will be obtained regarding the federal income tax consequences to the
shareholders of the Company as a result of the Reverse Split. ACCORDINGLY, EACH
SHAREHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISER REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO SUCH STOCKHOLDER,
INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND
OTHER TAX LAWS.
The Company believes that the Reverse Split will be a "recapitalization"
under the Code. As a result of the tax treatment, no gain or loss should be
recognized by the Company or its shareholders in connection with the Reverse
Split. If the Reverse Split qualifies as a "recapitalization" under the Code, a
shareholder of the Company who exchanges his or her Common Stock solely for new
Common Stock should recognize no gain or loss for federal income tax purposes. A
shareholder's aggregate tax basis in his or her shares of new Common Stock
received from the Company should be the same as his or her aggregate tax basis
in the Common Stock exchanged therefor. The holding period of the new Common
stock received by such shareholder should include the period during which the
Common Stock surrendered in exchange therefor was held, provided all such Common
Stock was held as a capital asset on the date of the exchange.
Miscellaneous
The Board of Directors may abandon the proposed Reverse Split at any time
before or after the Special Meeting and prior to the filing of the Articles of
Amendment related thereto if for any reason the Board of Directors deems it
advisable to do so. The Reverse Split will be abandoned if the Company has not
filed the Articles of Amendment on or before July 16, 1997. Any future
determinations of the appropriateness of the Reverse Split and the Split Ratio
will be made by the Board of Directors as the Board of Directors deems to be in
the best interests of the Company and will depend upon numerous factors, such as
future trading price of the Common Stock, the future growth and development of
the Company's business and the financial condition and results of operations.
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Vote Required
In order to effect the Reverse Split, the Company's Articles of
Incorporation must be amended, which requires, under Pennsylvania law, the
affirmative vote of a majority of the votes cast by all shareholders of the
Common Stock entitled to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE PROPOSAL TO AMEND THE
ARTICLES OF INCORPORATION TO EFFECT THE REVERSE SPLIT OF THE COMMON STOCK.
OTHER MATTERS
As of the date of this Proxy Statement, the Company does not intend to
present and has not been informed that any other business will be presented for
consideration at the meeting. However, if other matters should properly come
before the meeting or any adjournment thereof, it is the intention of the
persons named in the accompanying proxy, or their substitutes, to vote the proxy
in accordance with their judgment in such matters.
By Order of the Board of Directors
Robert N. Paller, Assistant Secretary
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[FRONT]
Biosonics, Inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jack Paller (with full power of
substitution) to vote, as indicated below and in their discretion upon such
other matters as may properly come before the meeting, all shares which the
undersigned would be entitled to vote at the Special Meeting of Shareholders of
the Company to be held on July 16, 1996 and at any adjournment thereof.
1. Proposal to amend the Company's Articles of Incorporation to increase
the number of authorized shares of Common Stock from 250,000,000 to
750,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to amend the Company's Articles of Incorporation to effect a
reverse stock split.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE DATE AND SIGN YOUR PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY.
[BACK]
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2 AND OTHERWISE AT THE DISCRETION OF THE PROXY.
PLEASE SIGN AND DATE THIS PROXY BELOW
Date:________________________________
_____________________________________
_____________________________________
(Signature of Shareholder)
Please sign exactly as your name
appears on the left. When signing as
attorney, executor, administrator,
guardian or corporate official, please
give your full title.
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