<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SEILER POLLUTION CONTROL SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SEILER POLLUTION CONTROL SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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Seiler Pollution Control Systems, Inc.
555 Metro Place North
Dublin, Ohio 43017
August 31, 1998
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the
"Special Meeting") of Seiler Pollution Control Systems, Inc. (the "Company"),
which will be held at the Company's offices located at 555 Metro Place North,
Suite 100, Dublin, Ohio 43017, on Thursday, September 24, 1998 commencing at
9:00 a.m. (local time). We look forward to greeting as many of our stockholders
as are able to be with us.
At the Special Meeting, you will be asked to: (1) consider and act upon a
proposal to approve a reverse stock split of all issued and outstanding shares
of Common Stock and (2) transact such other business as may properly come before
the meeting and any adjournment thereof.
We hope you will find it convenient to attend the meeting in person.
Whether or not you expect to attend, to assure your representation at the
meeting and the presence of a quorum, please complete, date, sign and mail
promptly the enclosed proxy card (the "Proxy"), for which a return envelope is
provided. No postage need be affixed to the Proxy if it is mailed in the United
States. After returning your Proxy, you may, of course, vote in person on all
matters brought before the meeting.
Yours sincerely,
/s/ Dr. Gerold Weser
Dr. Gerold Weser,
Chairman of the Board and
Chief Executive Officer
<PAGE>
Seiler Pollution Control Systems, Inc.
555 Metro Place North
Dublin, Ohio 43017
_______________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 24, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of Seiler Pollution Control Systems, Inc., a Delaware corporation (the
"Company"), will be held at Seiler Pollution Control Systems, Inc. located at
555 Metro Place North, Suite 100, Dublin, Ohio 43017, on Thursday, September 24,
1998, at 9:00 a.m. (local time), for the purpose of considering and voting upon
the following matters:
(1) To consider and act upon a proposal to approve and adopt a reverse
stock split of all issued and outstanding shares of Company common
stock thereby reducing the number of issued and outstanding shares in
accordance with such reverse stock split (and adding those shares of
common stock otherwise canceled as a result of the reverse stock split
to its currently authorized shares thereby increasing the number of
authorized and unissued shares of its common stock; it being
understood that the number of currently authorized but unissued shares
of Company common stock are not subject to reversal; and
(2) To transact such other business as may properly come before the
meeting and any adjournment thereof.
The accompanying proxy is solicited by the Board of Directors of the
Company. A copy of the Company's Proxy Statement and form of proxy are
enclosed.
Only stockholders of record as of the close of business on August 24, 1998
are entitled to notice of, and to vote at, the Special Meeting and any
adjournment thereof. Such stockholders may vote in person or by proxy.
You are cordially invited to be present at the Special Meeting. It is
important to you and to the Company that your shares are voted at the Special
Meeting.
By Order of the Board of Directors
/s/ Dr. Gerold Weser
Dr. Gerold Weser
Chairman of the Board and
August 31, 1998 Chief Executive Officer
IMPORTANT NOTICE:
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, YOU
ARE URGED TO READ THE ATTACHED PROXY STATEMENT CAREFULLY AND THEN TO SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED STAMPED AND
ADDRESSED ENVELOPE. AS SET FORTH IN THE PROXY STATEMENT, THE GIVING OF THE
PROXY WILL NOT AFFECT YOUR RIGHT TO ATTEND AND TO VOTE AT THE SPECIAL
MEETING.
<PAGE>
SEILER POLLUTION CONTROL SYSTEMS, INC.
________________
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 24, 1998
This Proxy Statement and the accompanying form of proxy ("Proxy") are being
furnished to the stockholders of Seiler Pollution Control Systems, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
Proxies by the Board of Directors of the Company for use at the Special Meeting
of Stockholders (the "Special Meeting") to be held at Seiler Pollution Control
Systems, Inc. located at 555 Metro Place North, Suite 100, Dublin, Ohio 43017,
on September 24, 1998, at 9:00 a.m. (local time), and at any adjournment
thereof. Only stockholders of record as of the close of business on August 24,
1998 (the "Record Date") will be entitled to notice of, and to vote at, the
Special Meeting.
The Proxy Statement and the accompanying Proxy are being sent or given to
the stockholders on or about August 31, 1998.
At the Special Meeting, the stockholders of the Company will be asked to:
(1) consider and act upon a proposal to approve a reverse stock split of all
issued and outstanding shares of Company common stock thereby reducing the
number of issued and outstanding shares in accordance with such reverse stock
split and adding those shares of common stock otherwise canceled as a result of
the reverse stock split to its currently authorized shares thereby increasing
the number of authorized and unissued shares of its common stock; it being
understood that the number of currently authorized but unissued shares of
Company common stock are not subject to reversal; and (2) transact such other
business as may properly come before the meeting and any adjournment thereof.
The principal executive office of the Company is located at 555 Metro Place
North, Dublin, Ohio 43017. The Company's telephone number is (614) 791-3272.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING FORM
OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
<PAGE>
GENERAL
Solicitation of Proxies
If the accompanying Proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
in the Proxy. In the absence of instructions to the contrary, such shares will
be voted to (1) approve a reverse stock split of all issued and outstanding
shares of Company common stock thereby reducing the number of issued and
outstanding shares in accordance with such reverse stock split and adding those
shares of common stock otherwise canceled as a result of the reverse stock split
to its currently authorized shares thereby increasing the number of authorized
and unissued shares of its common stock; it being understood that the number of
currently authorized but unissued shares of Company common stock are not subject
to reversal; and (2) transact such other business as may properly come before
the meeting and any adjournment thereof. The Board of Directors does not
currently intend to bring any other matters before the Special Meeting and is
not aware of any matters that will come before the Special Meeting other than as
described herein. In the absence of instructions to the contrary, however, it is
the intention of each of the persons named in the accompanying Proxy to vote all
properly executed Proxies on behalf of the stockholders they represent in
accordance with their discretion with respect to any such other matters properly
coming before the Special Meeting. The expenses with respect to this
solicitation of Proxies will be paid by the Company.
Revocation of Proxies
Any stockholder may revoke such stockholder's Proxy at any time prior to
the voting thereof on any matter (without, however, affecting any vote taken
prior to such revocation). A Proxy may be revoked by written notice of
revocation received prior to the Special Meeting, by attending the Special
Meeting and voting in person or by submitting a signed Proxy bearing a
subsequent date. A written notice revoking a previously executed Proxy should
be sent to the Company at 555 Metro Place North, Dublin, Ohio 43017, Attention:
Secretary. Attendance at the Special Meeting will not in and of itself
constitute a revocation of a Proxy.
Voting Securities and Beneficial Ownership
Only holders of record of the Common Stock of the Company as of the close
of business on the Record Date will be entitled to vote at the Special Meeting.
Each share of Common Stock entitles the registered holder thereof to one vote on
each matter to come before the Special Meeting. As of the close of business on
August 24, 1998 there were 27,874,689 shares of the Common Stock outstanding.
The presence, in person or by Proxy, of stockholders entitled to cast a majority
of all votes entitled to be cast at the Special Meeting will constitute a
quorum. Votes that are withheld will be counted for purposes of determining the
presence or absence of a quorum but will have no other effect. Broker non-votes,
if any, will similarly be counted solely for purposes of determining the
presence or absence of a quorum.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of August 31, 1998 (except where otherwise
noted) with respect to (a) each person or firm known by the Company to be the
beneficial owner of more than five percent of the outstanding shares of Common
Stock, (b) each director of the Company, (c) each executive officer of the
Company and (d) all officers and directors of the Company as a group:
Percentage of
Number of Shares Shares Beneficially Beneficially
Name and Address of Beneficial Owner Owned (1) Owned (2)
- ------------------------------------ ------------------ -------------
Wilfried Groote 2,500,000 8.97%
28 rue Emile de Loth
98000 Monaco
PTI Management AG (4) 730,000 2.62%
Witikoenstrasse 311B
CH-8053
Zurich, Switzerland
Dr. Gerold Weser -- -0-
Seiler TSB GmbH
Dorfstrasse 12
D-22941
Jersbek, Germany
Werner Heim (3) (4) (5) 105,500 .38%
Seestrasse 17
CH-8702
Zollikon 2, Switzerland
Alan B. Sarko -- -0-
Seiler Pollution Control Systems, Inc.
555 Metro Place North, Suite 100
Dublin, Ohio USA 43017
Niklaus Seiler 25,000 .09%
Seiler Hochtemperatur-Trennanlagen AG
Conradin Zschokke-Strasse
CH 5312
Dottingen, Switzerland
<PAGE>
Eckart Busch -- -0-
Petit Schoenberg 61
CH-1700
Fribourg, Switzerland
Morris D, Jaffe Jr. -- -0-
711 Navarro Street, Suite 707
San Antonio, Texas 78205
All directors and officers 25,000 .09%
As a group (5 persons)
(1) On the basis of 27,874,689 shares outstanding on August 24, 1998.
(2) Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares
of the Common Stock beneficially owned by them. A person is deemed to be
the beneficial owner of securities, which may be acquired by such person
within 60 days from the date of this Proxy Statement upon the exercise of
options, warrants or convertible securities. Each beneficial owner's
percentage ownership is determined by assuming that options that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days of the date of this Proxy Statement, have been
exercised.
(3) Except for 105,500 shares owned by Mr. Heim, the shares represented are in
the form of options to purchase shares of Seiler Common Stock. The options
are presently exercisable and are not transferable. The options were
granted pursuant to the Company's 1993 Non-Statutory Stock Option Plan,
1994 Non-Statutory Stock Option Plan or 1995 Non-Statutory Stock Option
Plan.
(4) Mr. Heim is a control person of PTI Management AG but he disclaims
beneficial ownership of any such shares.
(5) Mr. Heim is no longer an officer or director of the Company.
<PAGE>
PROPOSAL NO. 1
REVERSE STOCK SPLIT
NO LESS THAN 1 FOR 4 BUT NO MORE THAN 1 FOR 10
GENERAL
The Board of Directors of the Company has approved a proposal (the "Reverse
Stock Split Proposal") to effect a reverse stock split of the Company's
outstanding Common Stock, $.0001 par value per share (the "Common Stock"),
subject to the approval by the shareholders of the Company. Approval of the
reverse stock split will authorize the Board in its discretion to effectuate a
reverse stock split on no less than a 1 for 4 basis and no more than a 1 for 10
basis dependent upon current stock price and related considerations. For
purposes of this Proxy Statement an assumption is being made - solely for
illustrative purposes - that the Board will choose to effectuate a 1 for 4
reverse stock split. However, such may not be the case as the Board has the
discretion to authorize up to a 1 for 10 reverse stock split. The Reverse
Stock Split Proposal provides for the combination and reclassification of the
presently issued and outstanding shares of Common Stock, into a smaller number
of shares of identical Common Stock, on the basis of one share of Common Stock
for each four (or greater number of shares up to 10) shares of Common Stock
previously issued and outstanding (the "Reverse Stock Split"). Except as may
result from the payment of cash for fractional shares as described below, each
shareholder will hold the same percentage of Common Stock outstanding
immediately following the Reverse Stock Split as each shareholder did
immediately prior to the Reverse Stock Split. If approved by the shareholders
of the Company as provided herein, the Reverse Stock Split will be effected in
as timely a manner as is practicable and in accordance with applicable law (the
"Effective Time" or "Effective Date"). Upon effectiveness the reverse split
shall have the effect of reducing the number of issued and outstanding shares in
accordance with such reverse stock split (thereby adding those shares of Common
Stock otherwise canceled as a result of the reverse split to its currently
authorized shares thereby increasing the number of authorized and unissued
shares of Company Common Stock which are not subject to reversal).
The following discussion assumes, solely for illustrative purposes, a 1 for
4 reverse stock split.
At the Effective Time, each share of Common Stock issued and outstanding
will automatically be reclassified and converted into one-fourth of a share of
Common Stock. Fractional shares of Common Stock will not be issued as a result
of the Reverse Stock Split. Shareholders entitled to receive a fractional share
of Common Stock as a consequence of the Reverse Stock Split will, instead,
receive from the Company a cash payment in U.S. dollars equal to such fraction
multiplied by four times the arithmetic mean average closing bid price per share
of the Common Stock on the NASDAQ Stock Market, Inc. ("NASDAQ") for the five
trading days immediately preceding the Effective Date.
The Company expects that, if the Reverse Stock Split Proposal is approved
by the shareholders at the Special Meeting, the Reverse Stock Split will be
effectuated promptly. However, notwithstanding approval of the Reverse Stock
Split Proposal by the shareholders of the Company, the Board of Directors of the
Company may elect not to effectuate or to delay the Effective Time of the
Reverse Stock Split, if the Board of Directors determines that the Reverse Stock
Split would not be in the best interest of the Company's shareholders at such
time. As heretofore indicated, the Board of Directors may also
<PAGE>
determine the extent of the reverse stock split subject to the parameters
hereinafter indicated (but no greater than 1 for 10). Factors leading to such a
determination could include, without limitation, any possible effect on NASDAQ
listing or future securities offerings (see "Reasons for the Reverse Stock Split
Proposal," below).
REASONS FOR THE REVERSE STOCK SPLIT
The primary purpose of the Reverse Stock Split is to combine the
outstanding shares of Common Stock so that the Common Stock outstanding after
giving effect to the Reverse Stock Split trades at a significantly higher price
per share than the Common Stock outstanding before giving effect to the Reverse
Stock Split.
During the 1997 calendar year, the closing bid price for the Common Stock
on the SmallCap tier of The NASDAQ Stock Market, Inc. (the "NASDAQ SmallCap
Market") ranged from $1.4375 to $4.1875 per share. The closing bid price for
the Common Stock on August 24, 1998, was $0.4375 per share. The Company
believes that such a low quoted market price per share may discourage potential
new investors, increase market price volatility and decrease the liquidity of
the Common Stock. Most importantly, pursuant to new NASDAQ SmallCap Market rules
that went into effect on February 23, 1998 (the "New NASDAQ Listing
Requirements") the minimum bid price for the Company's Common Stock must be at
least $1.00 per share for continued inclusion of the Common Stock on the NASDAQ
SmallCap Market. The Company believes, but cannot assure, that the Reverse Stock
Split will enable the Common Stock to trade above the minimum bid price
established by the New NASDAQ Listing Requirements.
The Company believes that maintaining the listing of the Common Stock on
NASDAQ is in the best interests of the Company and its shareholders. Inclusion
on NASDAQ increases liquidity and may potentially minimize the spread between
the "bid" and "asked" prices quoted by market makers. Further, a NASDAQ listing
may enhance the Company's access to capital and increase the Company's
flexibility in responding to anticipated capital requirements. The Company
believes that prospective investors will view an investment in the Company more
favorably if its shares continue to qualify for listing on NASDAQ.
A secondary benefit that would be created as a result of approval of the
Reverse Stock Split proposal is that the number of authorized but unissued
shares would necessarily increase since only issued and outstanding shares are
subject to Reverse Stock Split and all shares canceled as a result of the
Reverse Stock Split will be added to authorized but unissued shares; it being
understood that the number of currently authorized but unissued shares of
Company Common Stock are not subject to reversal. The availability of
additional authorized but unissued shares may be of benefit to the Company in
the event that it engages in future (a) debt and/or equity financing and/or (b)
acquisitions, mergers or other forms of business combinations - in which
instances availability of such authorized but unissued shares may prove to be
essential.
For the above reasons, the Company believes that the Reverse Stock Split is
in the best interests of the Company and its shareholders. However, there can be
no assurances that the Reverse Stock Split will have the desired consequences.
The Company anticipates that, following the consummation of the Reverse Stock
Split, the Common Stock will trade at a price per share that is significantly
higher than the current market price of the Common Stock. However, there can be
no assurance that, following the Reverse Stock Split, the Common Stock will
trade at four times the market price of the Common Stock
<PAGE>
prior to the Reverse Stock Split.
EFFECT OF THE REVERSE STOCK SPLIT PROPOSAL (ASSUMING 1 FOR 4 STOCK SPLIT FOR
ILLUSIVE PURPOSES ONLY)
Subject to shareholder approval, the Reverse Stock Split Proposal will be
effected in as timely a manner as is practicable and in accordance with
applicable law (the "Effective Time" or "Effective Date"). The actual timing of
the Effective Date (assuming approval of the Reverse Stock Split Proposal at the
Special Meeting) will be determined by the Company's management (as well as the
extent of the Reverse Stock Split as heretofore indicated) based upon their
evaluation as to when such action will be most advantageous to the Company and
its shareholders. The Company reserves the right to forego or postpone
effectiveness of the Reverse Stock Split Proposal, if such action is determined
to be in the best interests of the Company and its shareholders.
Each shareholder that owns fewer than four shares of Common Stock will have
such shareholder's fractional share of Common Stock converted into the right to
receive cash as set forth below in "Exchange of Stock Certificates and Payment
for Fractional Shares." The interest of such shareholder in the Company will
thereby be terminated, and such shareholder will have no right to share in the
assets or future growth of the Company. Each shareholder that owns four or more
shares of Common Stock will continue to own shares of Common Stock and will
continue to share in the assets and future growth of the Company as a
shareholder. Such interest will be represented by one-fourth as many shares as
such shareholder owned before the Reverse Stock Split, subject to the adjustment
for fractional shares in which case such shareholder shall receive cash in lieu
of such fractional share. The number of shares of Common Stock that may be
purchased upon the exercise of outstanding options, warrants, and other
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock (collectively, "Convertible Securities") and the per share exercise
or conversion prices thereof, will be adjusted appropriately as of the Effective
Date, so that the aggregate number of shares of Common Stock issuable in respect
of Convertible Securities immediately following the Effective Date will be one-
fourth of the number issuable in respect thereof immediately prior to the
Effective Date, the per share exercise price immediately following the Effective
Date will be 400% of the per share exercise or conversion price immediately
prior to the Effective Date, and the aggregate exercise or conversion prices
thereunder shall remain unchanged.
The Reverse Stock Split will also result in some shareholders owning "odd
lots" of less than 100 shares of Common Stock received as a result of the
Reverse Stock Split. Brokerage commissions and other costs of transactions in
odd lots may be higher, particularly on a per-share basis, than the cost of
transactions in even multiples of 100 shares.
The Company is authorized to issue 35,000,000 shares of Common Stock, of
which 27,874,689 shares were issued and outstanding at the close of business on
the Record Date (August 24, 1998).
Adoption of the Reverse Stock Split will reduce the shares of Common Stock
outstanding on the Record Date from 27,874,689 to approximately 6,968,672
(assuming a 1 for 4 Reverse Stock Split and could reduce the number of
outstanding common shares to approximately 2,787,469 assuming a 1 for 10 Reverse
Stock Split) but will not effect the number of authorized shares of Common
Stock. After the Reverse Stock Split, the Company estimates that it will have
approximately the same number
<PAGE>
of shareholders. Except for the receipt of cash in lieu of fractional interests,
the reverse stock split will not affect any shareholder's proportionate equity
interest in the Company.
As a result of the Reverse Stock Split, the Company will have a greater
number of authorized but unissued shares of Common Stock than prior to the
Reverse Stock Split. The increase in the authorized but unissued shares of
Common Stock could make a change in control of the Company more difficult to
achieve. Under certain circumstances, such shares of Common Stock could be used
to create voting impediments to frustrate persons seeking to effect a takeover
or otherwise gain control of the Company. Such shares could be sold privately to
purchasers who might side with the Board of Directors in opposing a takeover bid
that the Board determines is not in the best interests of the Company and its
shareholders.
The increase in the authorized but unissued shares of Common Stock also may
have the effect of discouraging an attempt by another person or entity, through
acquisition of a substantial number of shares of Common Stock, to acquire
control of the Company with a view to effecting a merger, sale of assets or a
similar transaction, since the issuance of new shares could be used to dilute
the stock ownership of such person or entity. Shares of authorized but unissued
Common Stock could be issued to a holder who would thereby have sufficient
voting power to assure that any such business combination or any amendment to
the Company's Articles of Incorporation would not receive the shareholder vote
required for approval thereof. The Board of Directors has no current plans to
issue any shares of Common Stock for any such or other purpose, and does not
intend to issue any stock except on terms or for reasons which the Board of
Directors deems to be in the best interests of the Company.
The Common Stock is currently listed on the NASDAQ SmallCap Market, under
the trading symbol SEPCE.
EXCHANGE OF STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES
The combination and reclassification of shares of Common Stock pursuant to
the Reverse Stock Split will occur automatically on the Effective Date without
any action on the part of shareholders of the Company and without regard to the
date certificates representing shares of Common Stock prior to the Reverse Stock
Split are physically surrendered for new certificates. If the number of shares
of Common Stock to which a holder is entitled as a result of the Reverse Stock
Split would otherwise include a fraction, the Company will pay to the
shareholder, in lieu of issuing fractional shares of the Company, cash in an
amount equal to the same fraction multiplied by four times the average closing
price of the Common Stock on the NASDAQ SmallCap Market for the five days
immediately preceding the Effective Date. A change in the closing price of the
Common Stock will affect the amount received by shareholders in lieu of
fractional shares.
As soon as practicable after the Effective Date, transmittal forms will be
mailed to each holder of record of certificates for shares of Common Stock to be
used in forwarding such certificates for surrender and exchange for certificates
representing the number of shares of Common Stock such shareholder is entitled
to receive as a consequence of the Reverse Stock Split. The transmittal forms
will be accompanied by instructions specifying other details of the exchange.
Upon receipt of such transmittal form, each shareholder should surrender the
certificates representing shares of Common Stock prior to the Reverse Stock
Split, in accordance with the applicable instructions. Each holder who
surrenders certificates will receive new certificates representing the whole
number of shares of Common
<PAGE>
Stock that he holds as a result of the Reverse Stock Split and any cash payable
in lieu of a fractional share. SHAREHOLDERS SHOULD NOT SEND THEIR STOCK
CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM.
After the Effective Date, each certificate representing shares of Common
Stock outstanding prior to the Effective Date (an "Old Certificate") will, until
surrendered and exchanged as described above, be deemed, for all corporate
purposes, to evidence ownership of the whole number of shares of Common Stock,
and the right to receive from the Company the amount of cash for any fractional
shares, into which the shares of Common Stock evidenced by such certificate have
been converted by the Reverse Stock Split, except that the holder of such
unexchanged certificates will not be entitled to receive any dividends or other
distributions payable by the Company after the Effective Date, until the Old
Certificates have been surrendered. Such dividends and distributions, if any,
will be accumulated, and at the time of surrender of the Old Certificates, all
such unpaid dividends or distributions will be paid without interest.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material federal income tax
considerations relating to the Reverse Stock Split. This discussion is based
upon the Internal Revenue Code of 1986 (the "Code"), existing and proposed
regulations thereunder, legislative history, judicial decisions, and current
administrative rulings and practices, all as amended and in effect on the date
hereof. Any of these authorities could be repealed, overruled, or modified at
any time. Any such change could be retroactive and, accordingly, could cause the
tax consequences to vary substantially from the consequences described herein.
No ruling from the Internal Revenue Service (the "IRS") with respect to the
matters discussed herein has been requested, and there is no assurance that the
IRS would agree with the conclusions set forth in this discussion. All
shareholders should consult with their own tax advisors.
This discussion may not address certain federal income tax consequences
that may be relevant to particular shareholders in light of their personal
circumstances (such as persons subject to the alternative minimum tax) or to
certain types of shareholders (such as dealers in securities, insurance
companies, foreign individuals and entities, financial institutions, and tax-
exempt entities) who may be subject to special treatment under the federal
income tax laws. This discussion also does not address any tax consequences
under state, local, or foreign laws.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX
CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT, INCLUDING THE APPLICABILITY OF
ANY STATE, LOCAL, OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS, AND ANY
PENDING OR PROPOSED LEGISLATION.
The Company should not recognize any gain, or loss as a result of the
Reverse Stock Split. No gain or loss should be recognized by a shareholder who
receives only Common Stock upon the Reverse Stock Split. A shareholder who
receives cash in lieu of a fractional share of Common Stock that otherwise would
be held as a capital asset generally should recognize capital gain or loss on an
amount equal to the difference between the cash received and the shareholder's
basis in such fractional share of Common Stock. For this purpose, a
shareholder's basis in such fractional share of Common Stock will be determined
as if the shareholder actually received such fractional share. Except as
provided with respect to fractional shares, the aggregate tax basis of the
shares of Common Stock held by a shareholder
<PAGE>
following the Reverse Stock Split will equal the shareholder's aggregate basis
in the Common Stock held immediately prior to the Reverse Stock Split and
generally will be allocated among the shares of Common Stock held following the
Reverse Stock Split on a pro-rata basis. Shareholders who have used the specific
identification method to identify their basis in shares of Common Stock combined
in the Reverse Stock Split should consult their own tax advisors to determine
their basis in the post-Reverse Stock Split shares of Common Stock received in
exchange therefor.
REQUIRED VOTE FOR APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL
The affirmative vote of the holders of a majority of the Common Stock
present or represented at the Special Meeting is required to approve the Reverse
Stock Split Proposal. Proxies solicited by the Board of Directors will be voted
in favor of this Proposal unless stockholders specify otherwise.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THIS PROPOSAL AND UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE REVERSE STOCK SPLIT PROPOSAL.
OTHER BUSINESS
The Board of Directors does not know of any matters to be presented for
consideration at the Special Meeting other than the matters described in the
Notice of Special Meeting, but if other matters are presented, it is the
intention of the persons named in the accompanying Proxy to vote on such matters
in accordance with their judgment.
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors, and the cost
of such solicitation will be borne by the Company. Proxies may be solicited by
directors, officers and employees of the Company, none of whom will receive any
additional compensation for his or her services. Solicitation of Proxies may be
made personally or by mail, telephone, telegraph, facsimile or messenger. The
Company will pay persons holding shares of the Common Stock in their names or in
the names of nominees, but not owning such shares beneficially (such as
brokerage houses, banks and other fiduciaries) for the reasonable expense of
forwarding soliciting materials to their principals.
By Order of the Board of Directors
/s/ Dr. Gerold Weser
Dr. Gerold Weser
Chairman of the Board of Directors
And Chief Executive Officer
New York, New York
August 31, 1998
<PAGE>
SEILER POLLUTION CONTROL SYSTEMS, INC.
Proxy for Special Meeting of Stockholders
This Proxy is solicited by the Board of Directors
KNOW ALL MEN BY THESE PRESENTS that I (we), the undersigned Stockholder(s) of
Seiler Pollution Control Systems, Inc. (the "Company"), do hereby nominate,
constitute and appoint Dr. Gerold Weser and Alan B. Sarko or either of them
(with full power to act alone), my true and lawful attorney(s) with full power
of substitution, for me and in my name, place and stead to vote all the Common
Stock of said Company, standing in my name on the books on the record date,
August 24, 1998, at a Special Meeting of its Stockholders to be held at Seiler
Pollution Control Systems, Inc. located at 555 Metro Place North, Suite 100,
Dublin, Ohio 43017, on September 24, 1998, at 9:00 a.m., local time, or at any
postponement or adjournments thereof, with all the powers the undersigned would
possess if personally present.
This Proxy, when properly executed, will be voted as directed below. In the
absence of any direction, the shares represented hereby will be voted for the
proposal to reverse split the issued and outstanding shares of Company Common
Stock.
[ ] Please mark your votes in this example.
1. Approval of the proposal to reverse stock split the currently issued and
outstanding shares of Company Common Stock on the basis of no less than 1 for 4
and no greater than 1 for 10; the exact number, (if any) within such parameter
to be determined by the Board of Directors in its discretion.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends a vote FOR approval.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before such meeting or adjournment or
postponement thereof.
SIGNATURE(S) _________________
_________________________
DATE _______________________________
NOTE: Please sign exactly as the name(s) appear hereon. Joint owners should
sign. When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such.
