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. )
/X/ Filed by the registrant *
/ / Filed by a party other than the registrant *
Check the appropriate box:
/ /* Preliminary proxy statement
/X/* Definitive proxy statement
/ /* Definitive additional materials
/ /* Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
(Name of Registrant as Specified in Its Charter)
Creative Computer Applications, Inc.
(Name of Person (s) Filing Proxy Statement)
Steven M. Besbeck, President
Payment of filing fee (Check the appropriate box):
/X/ * $125 per Exchange Act Rule 0-11(c) (1) (ii), 14a-6(i), or
14a-6(j) (2).
/ / * $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i) (3).
/ / * Fee computed on table below per Exchange per Exchange Act
Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transactions
applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act
Rule 0-1:1
(4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated
and state how it was determined.
/ / * 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) Filing party:
(3) Date filed:
CREATIVE COMPUTER APPLICATIONS, INC.
26115-A Mureau Road
Calabasas, CA 91302
December 29, 1995
Dear Shareholder:
The Company's 1996 Annual Meeting of Shareholders will be
held at 10:00 a.m., Pacific Time, on Friday, February 16, 1996, at
the Company's offices at 26115-A Mureau Road, Calabasas, California
91302.
The formal Notice of Annual Meeting of Shareholders and the
Proxy Statement for the Meeting are on the following pages.
In order to assure that a quorum is present at the Meeting,
you are urged to sign and mail the enclosed proxy card at once, even
though you may plan to attend in person. You may revoke the proxy
at any time prior to its being voted by filing with the Secretary of
the Company either an instrument of revocation or a duly executed
proxy card bearing a later date. If you attend the Meeting, you may
elect to revoke the proxy and vote your shares in person.
The prompt return of your proxy card will help us avoid the
expense of further requests for proxies.
For your convenience in returning your proxy card, we
enclose a return envelope which requires no postage.
Financial and other information concerning the Company is
contained in the enclosed Annual Report for the fiscal year ended
August 31, 1995.
Very truly yours,
Bruce M. Miller
Chairman of the Board
CREATIVE COMPUTER APPLICATIONS, INC.
26115-A Mureau Road
Calabasas, CA 91302
_______________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD February 16, 1996
- - -----------------------
To the Shareholders of
Creative Computer Applications, Inc.
Notice is hereby given that the 1996 Annual Meeting of
Shareholders of Creative Computer Applications, Inc. (the "Company")
will be held at the Company's offices at 26115-A Mureau Road,
Calabasas, California 91302, on Friday, February 16, 1996 at 10:00
a.m. Pacific Time, for the following purposes:
1. To elect five members of the Board of
Directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected and
qualified.
2. To ratify the appointment of BDO Seidman,
LLP as the Company's independent accountants for the current
fiscal year.
3. To consider and transact such other
business as may properly be brought before the Meeting or
any adjournment thereof.
Only shareholders of record at the close of business on
December 29, 1995 will be entitled to vote at the Meeting. The
stock transfer books will not be closed.
Financial and other information concerning the Company is
contained in the enclosed Annual Report for the fiscal year ended
August 31, 1995.
By Order of the Board of Directors,
James R. Helms
Secretary
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Meeting, please
complete, date, sign and mail your proxy promptly in the enclosed
postage paid envelope.
CREATIVE COMPUTER APPLICATIONS, INC.
26115-A Mureau Road
Calabasas, California 91302
PROXY STATEMENT
1996 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and the enclosed form of proxy card are
intended to be sent or given to shareholders of Creative Computer
Applications, Inc., a California corporation (the "Company"), in
connection with the solicitation of proxies by Management on behalf
of the Board of Directors of the Company for use at the 1996 Annual
Meeting of Shareholders (the "Meeting") to be held on Friday,
February 16, 1996 at 10:00 a.m. Pacific Time at the Company's
offices at 26115-A Mureau Road, Calabasas, California 91302. The
Annual Report to the shareholders of the Company for the fiscal year
ended August 31, 1995, including its financial statements and
information concerning the Company, is enclosed with this mailing.
The Company anticipates that this Proxy Statement and accompanying
form of proxy will first be mailed or given to its shareholders on
or about January 8, 1996.
If the enclosed proxy card is properly signed and returned,
the shares represented by the proxy card will be voted and, if the
shareholder indicates a voting choice in the proxy card, the shares
will be voted in accordance with such choice. If the proxy card is
signed but no specification is made, the shares designated in the
proxy card will be voted FOR the election of the nominees for
Directors listed below and FOR the ratification of the appointment
of BDO Seidman as the Company's independent accountants for the
current fiscal year. Management knows of no business that will be
presented to the Meeting other than that which is set forth in this
Proxy Statement. If any other matter properly comes before the
Meeting, the proxy holders will vote the proxies in accordance with
their best judgment, subject to contrary shareholder instructions on
any specific proxy card.
Any proxy may be revoked by the shareholder giving it, at
any time prior to its being voted, by filing with the Secretary of
the Company an instrument of revocation or a duly executed proxy
card bearing a later date. Any proxy may also be revoked by the
shareholder's attendance at the Meeting and election, by filing an
instrument of revocation, to vote in person.
RECORD DATE AND VOTING AT THE MEETING
The Board of Directors has fixed the close of business on
December 29, 1995 as the record date for the determination of the
shareholders of the Company entitled to notice of, and to vote at,
the Meeting. At that date, there were issued and outstanding
2,735,714 of the Company's common shares (the "Common Shares"). The
holders of record of Common Shares will be entitled to one vote per
Common Share on each matter submitted to the Meeting subject, in the
case of election of Directors, to the cumulative voting provisions
described below. There are no outstanding securities of the Company
other than the Common Shares entitled to vote at the Meeting.
The presence at the Meeting, in person or by proxy, of the
holders of a majority of the votes attributable to Common Shares
entitled to vote shall constitute a quorum for the transaction of
business at the Meeting. Assuming a quorum is present, the vote of
a plurality of the votes cast at the Meeting by the holders of
Common Shares is required for the election of Directors. Approval
of such other matters as may properly come before the Meeting or any
adjournment of the Meeting requires the affirmative vote of holders
of a majority of the votes attributable to Common Shares entitled to
vote at the Meeting. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the shareholders
and will have the same effect as negative votes. Broker non-votes
are not counted for any purpose in determining whether a matter has
been approved.
Pursuant to the requirements of the California Corporations
Code and the Company's By-laws, the holders of the Company's Common
Shares may cumulate their votes for the election of Directors of the
Company if any shareholder gives notice, at the Meeting prior to
voting, of his or her intention to cumulate his or her votes.
Cumulative voting means that each shareholder entitled to vote may
cast that number of votes equal to the product of the number of his
or her Common Shares multiplied by the number of Directors being
elected. Since five Directors are being elected at the Meeting,
each shareholder may cast a total of five votes per Common Share for
all nominees for Director. A shareholder may cast all of his or her
votes for a single nominee or may allocate them among two or more
nominees. Instructions for allocation may be marked on the proxy
card in the space provided opposite each nominee's name and, if the
proxy card is properly marked, the persons acting under the proxy
will give notice of the shareholder's intent to vote cumulatively.
Unless a contrary instruction is properly marked on the proxy card,
the persons acting under the proxy will cumulatively vote so as to
maximize the probability that each nominee will be elected.
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Company's Board
of Directors shall consist of not less than three nor more than nine
Directors, as determined by the Company's Board of Directors, each
to hold office for a term of one year and until a successor shall be
duly elected and qualified. The present number of Directors
constituting the entire Board is five.
A board of five Directors is to be elected at the Annual
Meeting. Unless otherwise instructed, the proxy holders will vote
the proxies received by them for the Company's five nominees named
below, all of whom are presently Directors of the Company. In the
event that any nominee of the Company is unable or declines to serve
as a Director at the time of the Annual Meeting, the proxies will be
voted for any nominee who shall be designated by the present Board
of Directors to fill the vacancy. In the event that additional
persons are nominated for election as Directors, the proxy holders
intend to vote all proxies received by them in such a manner in
accordance with cumulative voting as will assure the election of as
many of the nominees listed below as possible, and, in such event,
the specific nominees to be voted for will be determined by the
proxy holders. The Company is not aware of any nominee who will be
unable or will decline to serve as a Director. The term of office
of each person elected as a Director will continue until the next
Annual Meeting of Shareholders or until a successor has been elected
and qualified.
During the fiscal year ended August 31, 1995, the Board of
Directors held a total of four (4) meetings. Each of the current
Directors participated in all such meetings.
The Board of Directors of the Company have established a
Compensation Committee for the purpose of reviewing and making
recommendations concerning compensation plans and salaries of
officers and other key personnel and an Audit Committee for the
purpose of meeting with the Company's independent accountants and to
review the scope of the audit, internal accounting controls, audit
disclosures and related matters. The members of the Compensation
Committee are Mr. Lawrence S. Schmid and Mr. Robert S. Fogerson, Jr.
The Compensation Committee did meet once during the fiscal year
ended August 31, 1995. The members of the Audit Committee are
Steven M. Besbeck and Lawrence S. Schmid. During the fiscal year
ended August 31, 1995, the Audit Committee met one time.
See "Principal Securities Holders" for a summary of
beneficial ownership of the Company's Common Shares by the officers,
Directors and certain beneficial owners.
Background information concerning each nominee for the
office of Director and of Executive Officers is as follows:
<TABLE>
<CAPTION>
Year First
Name and Age Position with Company; Background Information Elected Director
<S> <C> <C>
Bruce M. Miller, 49 Chairman of the Board of the Company 1978
since its inception in 1978.
Steven M. Besbeck, 47 President and Chief Executive Officer of the 1980
Company since August 1983 and a Director
of the Company since November 1980 and
Chief Financial Officer of the Company since
1994. Director of International Remote
Imaging Systems.
James R. Helms, 51 Vice President of Operations since 1982; 1987
Secretary of the Company since 1994 and a
Director of the Company since 1987.
Lawrence S. Schmid, 54 President and Chief Executive Officer, 1991
Strategic Directions International, Inc.,
a management consulting firm specializing
in technology companies. Director of the
Company since November 1991.
Robert S. Fogerson, Jr., 42 Vice President, Technical Director, of 1992
PharmChem Laboratories, Inc., a leading
independent laboratory providing integrated
drug testing services. Mr. Fogerson has
served in various capacities at PharmChem
Laboratories since 1975. Director of the
Company since May 1992.
</TABLE>
EXECUTIVE COMPENSATION
The following table shows all cash compensation for services
rendered during the last three fiscal years ended August 31, 1995
paid by the Company to (i) each of the Company's executive officers
whose cash compensation exceeded $100,000.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Other
Name Annual Restricted Securities All Other
and Compen- Stock Underlining LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SAR's(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven M. Besbeck 1995 132,432 0 0 0 10,000 0 1,314
President, CEO, 1994 120,576 0 0 0 10,000 0 1,201
CFO 1993 120,438 0 0 0 5,000 0 1,233
Bruce M. Miller 1995 128,090 0 0 0 10,000 0 5,620
Chairman 1994 116,446 0 0 0 10,000 0 5,252
1993 116,447 0 0 0 41,000 0 5,369
</TABLE>
Employment Agreements
Messrs. Bruce Miller and Steven Besbeck are employed by the
Company on a month to month basis pursuant to the terms of their
employment agreements. Each agreement provides for a base salary at
an annual rate of $121,000 and authorizes an annual automobile
allowance of $6,000 and the payment of other fringe benefits and
bonuses made available by the Company to its senior executives. The
persons referred to above also received insurance benefits which
were paid for by the Company and employer contributions to their
401(k) plan accounts as provided for in the Company's 401(k) profit
sharing plan. These amounts, including amounts accrued and
unconditionally vested under the 401(k) plan, are reflected in the
table above.
The Company has adopted a profit sharing plan pursuant to
which income tax is deferred on amounts contributed by employees
under Section 401(k) of the Internal Revenue Code. All employees
are eligible to participate in the plan after the completion of one
year of service. The company contributes, on a matching basis, 25%
of the employee's contribution up to 4%. The Company's contribution
becomes vested at the rate of 20% for each full year of employment.
Both the employee and Company contributions are subject to aggregate
annual limits under the Internal Revenue Code.
Compensation of Directors
Directors who are not officers or employees of the Company
are paid Directors' fees of $1,500 per meeting and are reimbursed
for their reasonable expenses for attending meetings. At present,
there are two directors, Lawrence S. Schmid and Robert S. Fogerson,
Jr., who are not officers and/or employees of the Company.
Stock Option Plans
The Company currently has two stock option plans, the 1992
Non-Qualified Stock Option Plan ("1992 Non-Qualified Plan") and the
1992 Incentive Stock Option Plan ("1992 Incentive Plan") for valued
employees, which were approved by the Company's shareholders at the
May 15, 1992 Annual Shareholders Meeting. Both plans were amended
at the February 10, 1995 Annual Shareholders Meeting to increase the
number of common shares issuable thereunder. The 1992 Incentive
Plan currently reserves 400,000 Common Shares for issuance pursuant
to granted options, and the 1992 Non-Qualified Plan currently
reserves 200,000 Common Shares for issuance pursuant to granted
options.
Each plan is administered by the Board of Directors of the
Company, which, except with respect to the directors themselves, has
the authority to determine the persons to whom the options may be
granted, the number of shares to be covered by each option, the time
or times at which the options may be granted or exercised and, for
the most part, the terms and provisions of the options. Under the
1992 Non-Qualified Plan, the exercise price may not be less than 85%
(100% for officers and directors or 110% if the optionee owns 10% or
more of the outstanding voting securities of the Company) of the
fair market value of the Common Shares as determined by the Board on
the date of grant. Under the 1992 Incentive Plan, the option
exercise price may not be less than 100% (or 110% if the optionee
owns 10% or more of the outstanding voting securities of the
Company) of the fair market value of the Common Shares, as
determined by the Board on the date of grant.
No option under either plan may be exercised within twelve
months of the date of grant or more than five years from the date of
grant and must be exercisable at the rate of at least 20% per year;
options granted to Directors are exercisable at the rate of 25% in
each of the second, third, fourth and fifth years, on a cumulative
basis. Each plan limits the percentage of the total number of
Common Shares subject to the plan which may be granted to officers
and Directors to 50%.
Under the 1992 Non-Qualified Plan, all directors, upon their
election and on September 30 of each subsequent year, automatically
receive options to purchase 5,000 shares (or a prorated amount if
they have served less than a full year). Under the 1992 Incentive
Plan, each eligible director automatically receives options to
purchase 5,000 shares on September 30 of each year (or a prorated
amount if they have served less than a full year). These automatic
grants are the only options directors are entitled to receive under
the plans.
As of December 1, 1995 there were outstanding options to
purchase 100,000 Common Shares under the 1992 Non-Qualified Plan at
an average per share exercise price of $1.47 and options to purchase
147,000 Common Shares under the 1992 Incentive Plan at an average
per share exercise price of $1.73.
The following table sets forth information as to stock
options granted under both the 1992 Incentive Plan and the 1992 Non-
Qualified Plan for the fiscal year ended August 31, 1995 to each
executive officer whose aggregate remuneration is set forth above.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Individual Grants
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
<S> <C> <C> <C> <C>
Bruce M. Miller 10,000 9.8 % $1.38 September 30, 1999
Steven M. Besbeck 10,000 9.8 % $1.25 September 30, 1999
</TABLE>
The Company has two other stock option plans, the 1982 Non-
Qualified Stock Option Plan ("1982 Non-Qualified Plan") and the 1982
Incentive Stock Option Plan ("1982 Incentive Plan"). No options
could be granted under the 1982 Non-Qualified Plan after May 1, 1991
or under the 1982 Incentive Plan after April 28, 1992. The 1982
Incentive Plan reserved 120,000 Common Shares for issuance pursuant
to granted options, and the 1982 Non-Qualified Plan reserved 80,000
Common Shares for issuance pursuant to granted options.
Each plan was administered by the Board of Directors of the
Company, which had the authority to determine the persons to whom
the options were granted, the number of shares covered by each
option, the time or times at which the options could have been
granted or exercised and, for the most part, the terms and
provisions of the options. Under the 1982 Non-Qualified Plan, the
exercise price could not have been less than 80% of the fair market
value of the Common Shares as determined by the Board on the date of
grant, and no option could be exercised during the first twelve
months of the option term. Under the 1982 Incentive Plan, the
option exercise price could not have been less than 100% (or 110% if
the optionee owns 10% or more of the outstanding voting securities
of the Company) of the fair market value of the Common Shares, as
determined by the Board on the date of grant. No options under the
1982 Incentive Plan were exercisable within twelve months of the
date of grant or if the optionee held a previously granted incentive
option which had not been exercised or had not expired by its terms.
Options under both the 1982 Non-Qualified Plan and 1982 Incentive
Plan could not have been exercised more than five years from the
date of grant. Both plans limited the percentage of the total
number of Common Shares subject to the plan which could have been
granted to officers and Directors to 60%, in the case of the 1982
Non-Qualified Plan, and 50%, in the case of the 1982 Incentive Plan.
As of December 1, 1995 there were outstanding options to
purchase 34,000 Common Shares under the 1982 Non-Qualified Plan at
an average per share exercise price of $.45 and options to purchase
55,200 Common Shares under the 1982 Incentive Plan at an average per
share exercise price of $.45.
The following table sets forth information as to stock
options granted under both the 1982 and 1992 Incentive Plans and the
1982 and 1992 Non-Qualified Plans and the net value received from
the exercise of options (market value of stock on the date of
exercise, less the exercise price) by each executive officer whose
aggregate remuneration is set forth above.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Bruce M. Miller 0 0 89,400 / 76,600 $48,669 / $43,660
Steven M. Besbeck 0 0 111,000 / 55,000 $90,803 / $28,773
</TABLE>
Other Non-Qualified Stock Options
On March 5, 1992, the Board of Directors of the Company
granted special one-time grants of stock options to the Chairman and
senior officers of the Company, all of whom are also Directors of
the Company, to purchase up to 300,000 shares of the Company's
Common Shares, for a period of five years from the date of grant, at
an exercise price of $1.375 per share, the market price of the
Common Shares on March 5, 1992. These special options can only be
exercised at the rate of 20% per year, on a cumulative basis, except
that in the event the Company is merged or consolidated with another
corporation, in case of the sale of all or substantially all of the
assets of the Company or in case of the reorganization, dissolution
or liquidation of the Company, the options will vest immediately.
Special stock options were granted to Mr. Miller to purchase up to
100,000 Common Shares, to Mr. Besbeck to purchase up to 100,000
Common Shares and to Mr. Helms to purchase up to 100,000 Common
Shares.
On December 12, 1992, the Board of Directors of the Company
granted a special one-time grant of a stock option to the Chairman
of the Company to purchase up to 36,000 shares of the Company's
Common Shares, for a period of five years from the date of grant, at
an exercise price of $1.10 per share, the market price of the Common
Shares on December 12, 1992. This special option can only be
exercised at the rate of 20% per year, on a cumulative basis, except
that in the event the Company is merged or consolidated with another
corporation, in case of the sale of all or substantially all of the
assets of the Company or in case of the reorganization, dissolution
or liquidation of the Company, the options will vest immediately.
PRINCIPAL SECURITY HOLDERS
Security Ownership
The following table sets forth certain information known to
the Company regarding beneficial ownership of the Company's Common
Shares at December 1, 1995 of (i) each present Director or nominee
for Director, (ii) all officers and Directors as a group, and (iii)
each beneficial owner of more than five percent of the Company's
Common Shares.
<TABLE>
<CAPTION>
Common Shares
Beneficially Owned
at December 1, 1995
Number of Percent of
Shares(1) Class(2)
<S> <C> <C>
Steven M. Besbeck(3)(9) 243,500 8.6%
James R. Helms(4)(9) 133,800 4.7%
Bruce M. Miller(5)(9) 314,400 11.1%
Lawrence S. Schmid(6)(10) 7,500 *
Robert S. Fogerson, Jr.(7)(11) 7,500 *
All officers and Directors as a
group(3)(4)(5)(6)(7)(9)(10)(11) 706,700 23.2%
James L. D. Roser (8)(12) 187,583 6.4%
The Wall Street Group, Inc. (13) 260,000 9.2%
</TABLE>
* Less than 1%
Footnotes:
(1) Sole voting and investment control unless otherwise noted.
(2) Unless otherwise indicated, does not include Common Shares
issuable under: (a) employee stock option plans (1,000,000
reserved).
(3) Includes 111,000 Common Shares issuable under currently
exercisable stock options held by Mr. Besbeck but excludes
65,000 Common Shares issuable under currently non-
exercisable stock options held by Mr. Besbeck.
(4) Includes 92,000 Common Shares issuable under currently
exercisable stock options held by Mr. Helms but excludes
65,000 Common Shares issuable under currently non-
exercisable stock options held by Mr. Helms.
(5) Includes 89,400 Common Shares issuable under currently
exercisable stock options held by Mr. Miller but excludes
86,600 Common Shares issuable under currently non-
exercisable stock options held by Mr. Miller.
(6) Includes 7,500 Common Shares issuable under currently
exercisable stock options held by Mr. Schmid, but excludes
40,834 Common Shares issuable under currently non-
exercisable stock options held by Mr. Schmid.
(7) Includes 7,500 Common Shares issuable under currently
exercisable stock options held by Mr. Fogerson but excludes
33,921 Common Shares issuable under currently non-
exercisable stock options held by Mr. Fogerson.
(8) Includes shared voting and dispositive over 158,917 shares
owned and 28,666 shares issuable to The Roser Partnership,
Ltd. by virtue of his being a partner of The Roser
Partnership, Ltd.
(9) Mr. Bruce Miller's, Mr. Steven Besbeck's, and Mr. James
Helms' address is 26115-A Mureau Road, Calabasas, CA 91302.
(10) Mr. Lawrence Schmid's address is c/o Strategic Directions
International, Inc., 6242 Westchester Parkway, Suite 100,
Los Angeles, CA 90045.
(11) Mr. Robert Fogerson's address is c/o PharmChem Laboratories,
Inc., 1505 O'Brien, Menlo Park, CA 94025.
(12) Mr. Roser's address is 1105 Spruce Street, Boulder, CO
80302.
(13) The Wall Street Group, Inc.'s address is 32 E. 57th Street,
New York, NY 10022.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP,
independent public accountants, to serve as the Company's auditors
for the fiscal year ending August 31, 1996. BDO Seidman, LLP has
served as the Company's independent public accountants for its last
six fiscal years.
A representative of BDO Seidman is expected to be available
at the meeting of shareholders to respond to appropriate questions
and will be given the opportunity to make a statement if he desires
to do so. The Board of Directors recommends the ratification of its
selection of BDO Seidman to serve as independent auditors for the
fiscal year ending August 31, 1996.
Approval of the proposal requires the affirmative vote of a
majority of the outstanding shares of the Company's Common Stock
represented and voting at the Annual Meeting. The Board of
Directors recommends that shareholders vote FOR the proposal.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters
appropriate for shareholder action consistent with regulations of
the Securities and Exchange Commission. Should a shareholder intend
to present a proposal at next year's annual meeting, it must be
received by the Secretary of the Company (at 26115-A Mureau Road,
Calabasas, California 91302) not later than September 11, 1996 in
order to be included in the Company's proxy statement and form of
proxy relating to that meeting.
AVAILABILITY OF REPORT ON FORM 10-KSB
The Company has filed with the Securities and Exchange
Commission and with the American Stock Exchange, Inc. an Annual
Report on Form 10-KSB under the Securities Exchange Act of 1934 for
the fiscal year ended August 31, 1995, which is more detailed than
the Annual Report to Shareholders. Upon written request, the
Company will furnish any shareholder a copy of the Annual Report on
Form 10-KSB including the financial statements and schedules,
without charge. Any such written request may be addressed to
Corporate Secretary of the Company at 26115-A Mureau Road,
Calabasas, California, 91302. The Annual Report on Form 10-KSB does
not constitute a part of the proxy solicitation materials.
MISCELLANEOUS
This solicitation is made on behalf of the Board of
Directors of the Company, and its cost (including preparing and
mailing of the notice, this Proxy Statement and the form of proxy)
will be paid by the Company. The Company will also make
arrangements with brokerage houses and other custodians, nominees
and fiduciaries to send the proxy materials to their principals and
will reimburse them for their reasonable expenses in so doing. To
the extent necessary in order to assure sufficient representation at
the Meeting, officers and regular employees of the Company may
solicit the return of proxies by mail, telephone, telegram and
personal interview. No compensation in addition to regular salary
and benefits will be paid to any such officer or regular employee
for such solicitation.
Where information contained in this Proxy Statement rests
peculiarly within the knowledge of a person other than the Company,
the Company has relied upon information furnished by such person.
By Order of the Board of Directors,
James R. Helms
Secretary
