April 9, 1998
U.S. Securities and Exchange Commission
6432 General Green way
Alexandria, Virginia 22312
Att: File Support
Ref: Holobeam, Inc. File No. 0-3385
Proxy Materials
Dear Sir or Madam:
Accompanying this letter you will find the Proxy materials
being mailed this April 9, 1998 to the Shareholders of record as of
March 31, 1998.
No preliminary proxy materials have been filed with the
Commission, as the 1998 Proxy materials represent merely an
updating of the 1997 materials and are solicited for the purpose of
election of Directors and for ratification of the Company's
independent certified public accountants for the current year.
Very truly yours,
W.M. Hackett
Treasurer
mjb
Attachments
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HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New Jersey 07423
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of HOLOBEAM, INC., a
Delaware Corporation (the "Company"), will be held on May 6, 1998
at the Radisson Inn, Paramus, New Jersey at 10:00 AM for the
purpose of considering and voting upon the following matters:
1. The election of Melvin S. Cook as a Class III member of
the Board of Directors of the Company, to serve in such capacity
until the 2001 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, 1997.
3. The transaction of such other business as may properly
come before the meeting.
In accordance with the provision of the By-laws, the Board of
Directors has fixed the close of business on March 31, 1998 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 and 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 9, 1998
HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New Jersey 07423
PROXY STATEMENT
Annual Meeting of Shareholders
May 6, 1998
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 217 First Street,
Ho-Ho-Kus, New Jersey 07423 (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,
telefax, telephone or personal interview. The Annual Report of the
Company for the fiscal year ended September 30, 1997 is being
mailed this April 9, 1998 together with this proxy statement, to
each Shareholder of record as of March 31, 1998. 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 March
31, 1998 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 305,598 shares of common stock, par value
$0.10 per share. Each share of common stock 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 March 31, 1998:
Amount and Nature of Percent
Title of Class Name and Address Beneficial Ownership of Class
Common Stock, Melvin S. Cook 124,500 40.74
par value $0.10 217 First Street
per share... Ho-Ho-Kus, New Jersey 07423
Common Stock, Beverly Cook 95,000 31.08
par value $0.10 217 First Street
per share... Ho-Ho-Kus, New Jersey 07423
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The stockholding of each person who is a director (including
the nominee for election at the 1998 Annual Meeting) and of all
officers and directors as a group is as follows:
Amount Percent
Name Title of Class Beneficially Owned of Class
Melvin S. Cook... Common Stock, 124,500 40.74
par value $0.10
per share
Beverly Cook... Common Stock, 95,000 31.08
par value $0.10
per share
Martin R. Infante(1)... Common Stock, 500 0.16
par value $0.10
per share
All Directors and Common Stock, 220,000 71.98
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.
(1) Martin R. Infante, Secretary of the Company and member of the
Board of Directors of the Registrant served in such
capacities until his death during the year ended September
30, 1997.
MATTERS TO BE PRESENTED AT MEETING
1. Election of Class III 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.
William M. Hackett, Melvin S. Cook and Beverly Cook presently
serve as the Class I (Mr. Hackett), Class II (Mrs. Cook) and Class
III (Mr. Cook) members of the Board of Directors for respective
terms expiring at the 1999, 2000 and 1998 Annual Meetings.
One director is to be elected at the 1998 Annual Meeting, such
director to serve as a Class III member of the Board of Directors
until the 2001 Annual Meeting and until his successor shall be duly
elected and shall qualify.
The following tables set forth information regarding Melvin S.
Cook, who is the nominee of management to serve as the Class III
member of the Board of Directors, as well as information regarding
William M. Hackett and Beverly Cook, who serve as the Treasurer and
continuing Class I (Mr. Hackett) and the Secretary and continuing
Class II (Mrs. Cook) members of the Board of Directors.
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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 66 Directors and President of the
Registrant since its formation.
William M. Hackett Vice President of Registrant from 1999 1984
Age 56 August 23, 1975 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 2000 1995
Age 61 from June 1, 1981 until present.
Secretary of Registrant from May
1997 to present.
The Board of Directors does not maintain an audit,
nominating or similar committee of the Board of Directors.
During the fiscal year of the Company ended September 30,
1997, 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, 1997 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 $250,000.00 0 0
All Directors and Officers $342,550.00 0 $9,999.00(1)
as a group (4 in Number)
(1) These were the amounts paid to Mr. Infante and were in
connection with his services performed as a landlord
until his death during the year ended September 30,
1997.
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During the fiscal year of the Company ended September 30,
1997, the Company utilized the services of Mr. Martin R. Infante
in his capacity 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.
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 show, as to all directors and
officers as a group; (i) the amount of options granted since the
beginning of the Company's 1997 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 1997
fiscal year to prior thereto; and (iii) the amount of shares
subject to all unexercised options held as March 31, 1998.
Number of Shares All Directors and Officers as a Group (4 Persons)
Granted October 1, 1996 0
through September 30, 1997
Exercised October 1, 1996 0
through September 30, 1997
Unexercised at March 31, 1998 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, 240 Main Road, Montville, New Jersey 07045, 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,
1997, all professional services rendered by its independent
certified public accountants related to the performance by such
accountants of their audited services.
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3. Other Action at Meeting and Voting of 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
judgement in respect of any such other matters. Upon receipt of
such proxy (in the form enclosed and properly 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
1999 has as yet been established. Qualifying shareholders may
submit to the Company for inclusion in the Company's proxy
material relating to the 1999 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, 1999.
By Order of the Board of
Directors of
HOLOBEAM, INC.
Melvin S. Cook
President
Dated: April 9, 1998
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