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 24, 2000
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 24, 2000 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 Beverly Cook, the sole director to be elected at the
2000 Annual Meeting as the Class II member of the Board of
Directors, to serve in such capacity until the 2003 Annual Meeting
and until her 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.
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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:
, 2000
(Be sure to date your proxy) Signature
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 24, 2000
at the Radisson Inn, Paramus, New Jersey at 10:00 A.M. for the
purpose of considering and voting upon the following matters:
1. The election of Beverly Cook as a Class II member of the
Board of Directors of the Company, to serve in such capacity until
the 2002 Annual Meeting and until her 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, 1999.
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 29, 2000 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 24, 2000
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HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New Jersey 0723
PROXY STATEMENT
Annual Meeting of Shareholders
May 24, 2000
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 the 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, 1999 is being
mailed this April 24, 2000 together with the proxy statement, to
each Shareholder of record as of March 29, 2000. 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
29, 2000 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 293,635 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 29, 2000:
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Amount and Nature of Percent
Title of Class Name and Address Beneficial Ownership of Class
Common Stock, Melvin S. Cook 124,500 42.4
par value $0.10 217 First Street
per share... Ho-Ho-Kus, New Jersey 07423
Common Stock, Beverly Cook 95,000 32.4
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 2000 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 42.4
par value $0.10
per share
Beverly Cook... Common Stock, 95,000 32.4
par value $0.10
per share
All Directors and Common Stock, 219,500 74.8
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 II Members 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 2002, 2000 and 2001 Annual Meeting.
One director is to be elected at the 2000 Annual Meeting; such
director to serve as a Class
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II member of the Board of Directors
until the 2003 Annual Meeting and until her successor shall be duly
elected and shall qualify.
The following tables set forth information regarding Beverly
Cook, 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 and William M. Hackett, who serve as the President
and continuing Class III (Mr. Cook) and the Treasurer and
continuing Class I (Mr. Hackett) members of the Board of Directors.
Present and Continuing Directors
Name Position with Company Date When Director
Principal Occupation Term Expires Since
Melvin S. Cook Chairman of the Board of 2001 1968
Age 68 Directors and President of
the Registrant since its
formation.
William M. Hackett Vice President of Registrant 2002 1984
Age 57 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
1988 to 1998. Elected President
in 1998.
Beverly Cook Office Manager of Registrant 2000 1995
Age 63 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,
1999, 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 of a director.
In the absence of direction, the shares represented by your proxy
will be voted FOR the election of Beverly Cook as the nominee of
the Board of Directors. In case the nominee should become
unavailable for any currently unforeseen reason, the persons named as
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proxies will vote for a substitute to be nominated by management
or the shareholders attending or by their proxies or by the Board
of Directors.
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,
1999 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:
(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 0
as a group (3 in Number)
The Company does not pay directors any fees for attending
meetings, nor does it reimburse directors for travel or 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 1999 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 1999 fiscal
year to prior thereto; and (iii) the amount of shares subject to
all unexercised options held as of March 29, 2000.
Number of Shares All Directors and Officers as a Group
(3 Persons)
Granted October 1, 1998
through September 30, 1999 0
Exercised October 1, 1998
through September 20, 1999 0
Unexercised at March 29, 2000 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,
1999, 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 judgment
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 the Proxy Statement.
Shareholder Proposals
No definite date for the Annual Meeting of Shareholders in
2001 has as yet been established. Qualifying shareholders may
submit to the Company for inclusion in the Company's proxy material
relating to the 2001 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, 2001.
By Order of the Board of
Directors of
HOLOBEAM, INC.
Melvin S. Cook
President
Dated: April 24, 2000
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