THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HOLOBEAM, INC.
540 Ravine Court, Wyckoff, New Jersey 07481
ANNUAL MEETING OF SHAREHOLDERS - MAY 16, 1997
The undersigned stockholder of HOLOBEAM, INC. hereby appoints Melvin S. Cook
the true and lawful attorney, agent and proxy of the undersigned, with full
power of substitution for and in the name of the undersigned, to vote all the
shares of Common Stock of HOLOBEAM, INC. which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders of HOLOBEAM, INC. to be
held at Radisson Inn, Paramus, New Jersey on May 16, 1997 at 10 A.M., and at
any and all adjournments thereof, with all of the powers which the
undersigned would possess if personally present. Without limiting the
generality of the foregoing, such attorney and proxy is authorized to vote:
1. FOR_______WITHOLD AUTHORITY TO VOTE FOR_______the election of Martin R.
Infante, the sole director to be elected at the 1997 Annual Meeting as the Class
II member of the Board of Directors, to serve in such capacity until the 2000
Annual Meeting and until his successor shall be duly elected and shall qualify.
2. FOR_______AGAINST_______ABSTAIN_______ ratification of Fredericks and Company
as independent certified public accountants for the current year.
3. In accordance with the discretion of said proxies on such other business as
may properly come before the meeting.
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This Proxy is solicited on behalf of the Board of Directors. In absence of
contrary specifications, it will be voted FOR Propositions: (1), (2) and (3).
Dated:____________________________________, 1997_______________________________
(Be sure to date your proxy) Signature(s)
If shares are held in the name
of more than one person, all
holders should sign.
Signatures should correspond
with the name or names as they
appear hereon. Persons signing
in a fiduciary capacity or as
an officer or partner should
indicate their title as such.
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HOLOBEAM, INC.
540 Ravine Court, Wyckoff, New Jersey 07481
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of HOLOBEAM, INC., a Delaware
Corporation (the "Company"), will be held on May 16, 1997 for the purpose of
considering and voting upon the following matters:
1. The election of Martin R. Infante as a Class II member of the Board of
Directors of the Company, to serve in such capacity until the 2000 Annual
Meeting and until his successor shall be duly elected and shall qualify.
2. The ratification of the appointment of Fredericks and Company to serve
as the Company's independent certified public accountants for the fiscal year
beginning October 1, 1996.
3. The transaction of such other business as may properly come before the
meeting.
In accordance with the provisions of the By-laws, the Board of Directors
has fixed the close of business on April 10, 1997 as the date for determining
the stockholders of record entitled to receive notice of, and to vote at, said
meeting.
Stockholders who do not expect to attend the meeting in person are
requested to date, sign and mail the enclosed proxy as promptly as possible in
the enclosed stamped envelope. A stockholder executing a proxy may revoke it
at any time before it is voted. If you attend the meeting, you may elect to
vote in person, even though you have sent in a proxy.
By Order of the Board of Directors of
HOLOBEAM, INC.
Melvin S. Cook
President
Dated: April 15, 1997
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HOLOBEAM, INC.
540 Ravine Court, Wyckoff, New Jersey 07841
PROXY STATEMENT
Annual Meeting of Shareholders
May 16, 1997
PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Holobeam, Inc., a Delaware Corporation (the "Company") and is revocable at
any time before its exercise by notice in writing to the Company at its
office at 540 Ravine Court, Wyckoff, New Jersey 07481 (201-445-2420). If you
return a proxy and attend the meeting, you may vote in person instead of by
proxy if you desire to do so. When proxies in the form accompanying this
proxy statement are returned properly executed, the shares represented
thereby will be voted in accordance with your direction and, in the absence of
your direction, will be voted as recommended by the Board of Directors, as
indicated on the enclosed proxy and in this proxy statement. Proxies may be
revoked by returning a later dated proxy or attending the meeting where you
may vote in person if you desire to do so. Melvin S. Cook and Beverly Cook
intend to vote their shares in favor of Items 1, 2 and 3 listed on the proxy.
The costs of soliciting proxies will be borne by the Company which may enlist
the assistance of banks, bankers and brokerage houses in additional
solicitation of proxies and proxy authorizations, particularly from their
customers whose stock is not registered in the owner's name. In addition to
the soliciting of proxies by use of the mails, directors, officers and
regular employees of the Company, who will receive no compensation in
addition to regular salary, if any, may solicit proxies by mail, telegraph,
telephone or personal interview. The Annual Report of the Company for the
fiscal year ended September 30, 1996 is being mailed this April 15, 1997
together with this proxy statement, to each Shareholder of record as of April
10, 1997. The Annual Report does not constitute part of this proxy statement.
OUTSTANDING VOTING STOCK AND PRINCIPAL HOLDERS
Only stockholders of record at the close of business on April 10, 1997 are
entitled to vote at the Annual Meeting. The number of voting shares of stock of
the Company outstanding on that date and entitled to vote was 310,850 to provide
shares of common stock, par value $0.10 per share. Each is entitled to one vote
on all matters.
The stockholding of each person who is known by the Company to own
beneficially more than 5% of the Company's common stock is as follows as of
April 10, 1997:
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Amount and Nature
Title of Class Name and Address of Beneficial Percent
Ownership of Class
Common Stock, Melvin S. Cook
par value $0.10 540 Ravine Court
per share... Wyckoff, New Jersey 07481 124,500 40.05
Common Stock, Beverly Cook
par value $0.10 540 Ravine Court
per share... Wyckoff, New Jersey 07481 98,000 30.56
The stockholding of each person who is a director (including the nominee
for election at the 1997 Annual Meeting) and of all officers and directors as
a group is as follows:
Amount Percent
Name Title of Class Beneficially of Class
Owned
Melvin S. Cook... Common Stock, 124,500 40.05
par value $0.10
per share
Beverly Cook... Common Stock, 98,000 30.56
par value $0.10
per share
Martin R. Infante... Common Stock, 800 0.16
par value $0.10
per share
All Directors and Common Stock, 220,000 70.77
Officers as a par value $0.10
Group (4 persons) per share
There are no contractual arrangements that might result in a change of control
of the Company.
MATTERS TO BE PRESENTED AT MEETING
1. Election of Class II Member of the Board of Directors.
Pursuant to amendments to the Certificate of Incorporation and By-laws of
the Company adopted at the 1974 Annual Meeting, the Board of Directors of the
Company consists of three classes, each of which may contain one member or
more. Each class is elected in separate consecutive years to serve until the
third annual meeting following the date of election.
<PAGE>
William M. Hackett, Martin R. Infante, Melvin S. Cook and Beverly Cook
presently serve as the Class I (Mr. Hackett and Mrs. Cook) Class II (Mr.
Infante) and Class III (Mr. Cook) members of the Board of Directors for
respective terms expiring at the 1999, 1999, 1997 and 1998 Annual Meetings.
One director is to be elected at the 1997 Annual Meeting, such director to
serve as a Class II member of the Board of Directors until the 2000 Annual
Meeting and until his successor shall be duly elected and shall qualify.
The following tables set forth information regarding Martin R. Infante, who
is the nominee of management to serve as the Class II member of the Board of
Directors, as well as information regarding Melvin S. Cook, William M. Hackett
and Beverly Cook, who serve as the President and continuing Class III (Mr. Cook)
and the Treasurer and continuing Class I (Mr. Hackett) and Class I (Mrs. Cook)
members of the Board of Directors.
Present and Continuing Directors
Position with Company Date When Director
Name Principal Occupation Term Expires Since
Melvin S. Cook Chairman of the Board of 1998 1968
Age 65 Directors and President
of the Registrant since
its formation.
Martin R. Infante Principal, Martin Infante 1997 1976
Age 65 Associates, a construction
contractor for more than
thirty (30) years, Principal,
Martin Infante Agency, an
insurance agency whose
clientele has a large
representation in the
construction industry, for more
than thirty (30) years.
Secretary of Registrant since
1980. Director of Registrant
since 1976.
William M. Hackett Vice President of Registrant 1996 1984
Age 54 from August 23, 1973 until
June 1, 1981 and Controller
of Registrant and member of
accounting staff from October
1973 to August 1975.
Treasurer of registrant from
June 1981 to present. Vice
President of CMA Co., Inc.
from November 1986 to present
Beverly Cook Office Manager of Registrant 1996 1995
Age 60 from June 1, 1981 until Present
<PAGE>
The Board of Directors does not maintain and audit, nominating or similar
committee of the Board of Directors.
During the fiscal year of the Company ended September 30, 1996, four (4)
meetings of the Board of Directors were held. Directors did not receive any
fees for attending meetings.
The shares represented by your proxy will be voted in accordance with your
direction as to the election as a director of the above nominee. In the absence
of direction, the shares represented by your proxy will be voted FOR his
election. In case the nominee should become unavailable for any currently
unforeseen reason, the persons named as proxy will vote for a substitute to be
nominated by management.
Remuneration and Other Transactions with Management and Others.
The aggregate amount of remuneration paid by the Company, directly and
indirectly, during the fiscal year ended September 30, 1996 to each director and
each officer who received in excess of $100,000, and to all directors and
officers of the Company as a group, was as follows:
Remuneration Table
(A) (B) (C) (D)
Number of Persons in Group Salaries Bonus Other
Melvin S. Cook $200,000.00 0 0
All Directors and Officers
as a group (4 in number) $271,717.00 0 $29,984 (1)
(1) These were the amounts paid to Mr. Infante and were in connection with his
services performed as an insurance agent and landlord.
During the fiscal year of the Company ended September 30, 1996, the Company
utilized the services of Mr. Martin R. Infante in his capacity as an insurance
broker and as a landlord. In the opinion of management of the Company, the
amounts paid to Mr. Infante in respect of the foregoing were in all cases fair
to the Company and consistent with the amounts which have been payable had the
transactions occurred with unaffiliated parties. Management intends to continue
to utilize such services of Mr. Infante.
The Company does not pay directors any fees for attending meetings, nor
does it reimburse directors for travel and lodging expenses incurred in
connection therewith.
The following tabulation shows, as to all directors and officers as a
group, (i) the amount of options granted since the beginning of the Company's
1996 fiscal year; (ii) the amount of shares acquired during the aforesaid period
through the exercise of options granted since the beginning of the Company's
1996 fiscal year to prior thereto; and (iii) the amount of shares subject to all
unexercised options held as of April 10, 1997.
<PAGE>
Number of Shares All Directors and Officers as a Group (4) Persons
Granted - October 1, 1995 0
through September 30, 1996
Exercised - October 1, 1995 0
through September 30, 1996
Unexercised at April 10, 1997 0
2. Selection of Independent Certified Public Accountants.
The selection of certified public accountants to examine the financial
statements of the Company for the current fiscal year is to be submitted to the
meeting for ratification. Fredericks and Company, 277 Fairfield Road,
Fairfield, New Jersey 07004, was selected by the Board of Directors of the
Company to examine such financial statements. The shares represented by your
proxy will be voted in accordance with your direction as to ratification of the
selection by the Board of Directors for auditors for the current fiscal year.
In the absence of direction, the shares represented by your proxy will be
voted FOR such ratification.
In the event the shareholders do not ratify the Board's selection, the Board
will reconsider the matter and will take such actions as it deems appropriate.
It is anticipated that a representative of Fredericks and Company will be
present at the meeting and will be available to respond to appropriate questions
raised orally at the meeting or submitted in writing to the Company,
"Attention: Accountants," and received at least 5 days before the meeting
date. Such representative does not plan to make any statement at the meeting
other than to respond to questions from shareholders.
The Board of Directors does not maintain an audit or similar committee.
During the fiscal year of the Company ended September 30, 1996, all
professional services rendered by its independent certified public accountants
related to the performance by such accountants of their auditing services.
3. Other Action at Meeting and Voting Proxies.
The management does not know of any matters to come before the Annual
Meeting (or any adjournment thereof) other than those set forth. However,
inasmuch as matters of which management is not aware may come before the
meeting, the enclosed proxy confers discretionary power and authority with
respect to acting upon any such other matters, and the persons designated as
proxies therein will vote, act and consent in accordance with their best
judgment in respect of any such other matters. Upon receipt of such proxy
(in the form enclosed and properly
<PAGE>
signed) in time for voting, the shares represented thereby will be voted as
indicated thereon and in this Proxy Statement.
Shareholder Proposals
No definite date for the Annual Meeting of Shareholders in 1998 has as yet
been established. Qualifying shareholders may submit to the Company for
inclusion in the Company's proxy material relating to the 1998 Annual Meeting
appropriate shareholder proposals that are consistent with the Company's
Certificate of Incorporation and Federal securities laws. Such proposals must
be received by the Company at the Company's address (set forth at the beginning
of this Proxy Statement) no later than January 1, 1998.
By Order of the Board of Directors of
HOLOBEAM, INC.
Melvin S. Cook
President
Dated: April 15, 1997
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