THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New Jersey 07423
ANNUAL MEETING OF SHAREHOLDERS - MAY 5, 1999
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 5, 1999 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_____WITHHOLD AUTHORITY TO VOTE FOR____the election of
William M. Hackett, the sole director to be elected at the 1999
Annual Meeting as the Class I member of the Board of Directors,
to serve in such capacity until the 2002 Annual Meeting and until
his successor shall be duly elected and shall qualify.
2. FOR____AGAINST____ABSTAIN____ratification of R.A. Fredericks &
Company, LLP 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.
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:____________________________________, 1999
____________________________________
(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.
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 5, 1999
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 William M. Hackett as a Class I member
of the Board of Directors of the Company, to serve in such
capacity until the 2002 Annual Meeting and until his successor
shall be duly elected and shall qualify.
2. The ratification of the appointment of R. A. Fredericks
& Company, LLP to serve as the Company's independent certified
public accountants for the fiscal year beginning October 1, 1998.
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 22, 1999 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 9, 1999
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HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New Jersey 07423
PROXY STATEMENT
Annual Meeting of Shareholders
May 5, 1999
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, 1998 is being mailed this
April 9, 1999 together with this proxy statement, to each
Shareholder of record as of March 22, 1999. 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 22, 1999 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 297,618 shares of common stock, par value
$0.10 per share. Each share of common stock is entitled to one
vote on all matters.
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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 22, 1999:
Amount and Nature of Percent
Title of Class Name and Address Beneficial Ownership
of Class
Common Stock, Melvin S. Cook 124,500 41.8
par value $0.10 217 First Street
per share . . . Ho-Ho-Kus, New Jersey 07423
Common Stock, Beverly Cook 95,000 31.9
par value $0.10 217 First Street
per share . . . Ho-Ho-Kus, New Jersey 07423
The stockholding of each person who is a director (including
the nominee for election at the 1999 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 41.8
par value $0.10
per share
Beverly Cook . . . Common Stock, 95,000 31.9
par value $0.10
per share
All Directors and Common Stock, 219,500 73.7
Officers as a par value $0.10
Group (3 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 I 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.
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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 2001 Annual
Meetings.
One director is to be elected at the 1999 Annual Meeting,
such director to serve as a Class I member of the Board of
Directors until the 2002 Annual Meeting and until his successor
shall be duly elected and shall qualify.
The following tables set forth information regarding William
M. Hackett, who is the nominee of management to serve as the
Class I member of the Board of Directors, as well as information
regarding Melvin S. Cook and Beverly Cook, who serve as the
President and continuing Class III (Mr. Cook) and the Secretary
and continuing Class II (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 2001 1968
Age 67 Directors and President of
the Registrant since its
formation.
William M. Hackett Vice President of Registrant 1999
1984
Age 56 from 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 1998. Elected President
in 1998.
Beverly Cook Office Manager of Registrant 2000
1995
Age 62 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,
1998, four (4) meetings of the Board of Directors were held.
Directors did not receive any fees for attending meetings.
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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, 1998 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
as a group (3 in Number) $342,550.00 0 0
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, (1) the amount of options granted since the
beginning of the company's 1998 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 1998
fiscal year to prior thereto; and (iii) the amount of shares
subject to all unexercised options held as March 22, 1999.
Number of Shares All Directors and Officers as a Group (4
Persons)
Granted - October 1, 1997 0
through September 30, 1998
Exercised - October 1, 1997 0
through September 30, 1998
Unexercised at March 22, 1999 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.
R.A. Fredericks & Company, LLP 170 Changebridge Road, Unit B-4,
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.
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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 R.A. Fredericks &
Company, LLP 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,
1998 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 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
2000 has as yet been established. Qualifying shareholders may
submit to the Company for inclusion in the Company's proxy
material
relating to the 2000 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, 2000.
By Order of the Board of Directors of
HOLOBEAM, INC.
Melvin S. Cook
President
Dated: April 9, 1999
FILE - M-23714
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