AN-CON GENETICS, INC.
734 WALT WHITMAN ROAD
SUITE 207
MELVILLE, NY 11747
(516)421-5452
RE: An-Con Genetics, Inc.
AMENDED PRELIMINARY PROXY MATERIAL
Enclosed is the Amended Preliminary Proxy Material.
AN-CON GENETICS, INC.
734 WALT WHITMAN ROAD
SUITE 207
MELVILLE, NY 11747
(516) 421-5452
Notice of Special Meeting of Shareholders
To be Held July 24, 1998
At 10:00 A.M.
To our Shareholders:
A Special Meeting of Shareholders of An-Con
Genetics,Inc. (the "Company") will be held at 734 Walt
Whitman Road, Suite 207, Melville, New York on July 24,
1998 at 10:00 a.m. to consider and take action on the
following matters:
1. Authorize an increase in the capitalization of the
Company from a total of 15,000,000 shares having a par
value $.001 per share to 60,000,000 shares having a par
value of $.001 per share of which 50,000,000 shares
shall be common stock par value $.001 per share and
10,000,000 shares shall be Preferred Stock, par value
$.001 per share;
2. Change the name of the Company to Bovie medical
Corporation;
3. Ratify the Company's 1998 Non - statutory Stock
Purchase and Option Plan.
4. Transact such other business as may properly come
before the meeting or any adjournments thereof.
Only holders of record of shares of common stock at the
close of business on May 31, 1998 are entitled to notice
of and to vote at the Special Meeting. A Proxy
Statement explaining the matters to be acted upon at the
Special meeting follows. Please read it carefully.
WHETHER OR NOT YOU EXPECT TO BE PERSONALLY PRESENT AT
THE MEETING, PLEASE BE SURE THAT THE ENCLOSED PROXY IS
PROPERLY COMPLETED, DATED, SIGNED AND RETURNED WITHOUT
DELAY IN THE ENCLOSED ENVELOPE. ANY PROXY MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY FOLLOWING
THE INSTRUCTIONS SET FORTH ON PAGE ONE OF THE
ACCOMPANYING PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
ANDREW MAKRIDES
PRESIDENT
AN-CON GENETICS, INC.
734 Walt Whitman Road
Suite 207
Melville, NY 11747
(516) 421-5452
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on July 24,1998
June 15, 1998
Solicitation and Voting of Proxies
This Proxy Statement is furnished in connection
with the solicitation on behalf of AN-CON GENETICS, INC.
(the "Company" or An-Con) of proxies to be voted at the
Special Meeting of Shareholders to be held on July 24,
1998, at 734 Walt Whitman Rd, Suite 207, Melville, New
York at 10 A.M.
The Board of Directors of the Company has fixed the
close of business on May 29, 1998 as the record date for
the determination of holders of shares of outstanding
common stock entitled to notice of and to vote at the
Special Meeting. On May 29, 1998, there were
outstanding 13,629,93 shares of the Company's common
stock, the holders of which will be entitled to one vote
per share for each matter submitted to a vote at the
Meeting. The presence, in person or by proxy, of the
holders of a majority of the issued and outstanding
shares entitled to vote will constitute a quorum for the
transaction of business.
A proxy in the accompanying form which is properly
signed, dated and returned to the Company and not
revoked will be voted in accordance with the
instructions contained therein. If no instructions are
indicated, proxies will be voted as recommended by the
Board of Directors. Shareholders who execute proxies
may revoke them at any time prior to their being
exercised by delivering written notice to the Secretary
of the Company or by subsequently executing and
delivering another proxy at any time prior to the
voting. Mere attendance at the Meeting will not revoke
the proxy, but a shareholder present at the Meeting may
revoke his proxy and vote in person.
As of the date of this Proxy Statement, the only
business which the management of the Company intends to
present at the Meeting are the matters set forth in the
accompanying Notice of Special Meeting. Management has
no knowledge of any other business to be presented at
the Meeting. If other business is brought before the
Meeting, the persons named in the enclosed form of proxy
will vote according to their discretion.
Expenses of Solicitation
The cost of soliciting proxies is estimated not to
exceed $20,000 and will be borne by the Company,
including expenses in connection with the preparation
and mailing of this Proxy Statement and all papers which
now accompany or may hereafter supplement it. The
solicitation will be made by mail. The Company will
supply brokers or persons holding shares of record in
their names or in the names of nominees for other
persons, as beneficial owners, with such additional
copies of proxies, proxy materials and Annual Reports as
may reasonably be requested in order for such record
holders to send one copy to each beneficial owner, and
will upon request of such record holders, reimburse them
for their reasonable expenses in mailing such material.
Certain directors, officers and employees of the
Company, not especially employed for this purpose, may
solicit Proxies, without additional remuneration
therefor, by mail, telephone, telegraph or personal
interview.
Shareholders should note that this meeting is not the
annual meeting of shareholders, which will be scheduled
following this Special Meeting.
INCORPORATION BY REFERENCE
The latest financial statements of the Company, as well
as other information regarding the company may be found
in other documents the company has filed or will file
with the SEC. The following documents are incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997;
(2) The Company's Form 10-Q for the quarter ended March
31, 1998.
The Company undertakes to provide without charge to each
person to whom Proxy Materials are delivered, upon
written or oral request of such person, a copy of any
and all information that has been incorporated by
reference. Such requests should be made to:
An-Con Genetics, Inc.
734 Walt Whitman Road, Suite 207
Melville, NY 11747
(516) 421-5452
Directors and Executive Officers
As of March 31, 1998, the Company s Executive
Officers and directors were as follows:
Name Age Position
Director since
J. Robert Saron 45 Chairman of the Board
August, 1994 Chief Executive
Officer, Director
Andrew Makrides 56 President
December, 1982
Joseph F. Valenti 81 Director
October, 1995
George W. Kromer 56 Director
October, 1995
Delton Cunningham 33 Secretary, Treasurer
Vice President/CFO
Moshe Citronowicz 45 Executive Vice President
Chief Operating Officer
_________________________
On April 14, Alfred V. Greco, age 62, a principal
of Alfred V. Greco, P.C., counsel to the Company, was
elected an additional director of the Company to serve
until the next annual meeting of shareholders presently
scheduled for October, 1998.
On May 8, 1998, Kenneth W. Davidson, age 51,
Chairman of the Board and Chief Executive Officer of
Maxxim Medical, Inc, a Delaware corporation the shares
of which are traded on the New York Stock Exchange was
duly elected as an additional director of the Company to
serve until the next annual meeting of shareholders.
J. Robert Saron, Chairman of the Board and Chief
Executive Officer, holds a Bachelors degree in Social
and Behavioral Science from the University of South
Florida. From 1988 to present Mr. Saron has served as
President and director of Aaron Medical Industries, Inc.
(formerly Suncoast Medical Manufacturing, Inc.). In
March, 1995 Mr. Saron was elected Chairman and Chief
Executive Officer of An-Con Genetics, Inc.
Andrew Makrides, Esq., President, member of the Board of
Directors, and former Chairman, received a Bachelor of
Arts degree in Psychology from Hofstra University and a
Juris Doctor Degree from Brooklyn Law School. He is a
member of the New York Bar and has practiced law from
1968 until joining An-Con Genetics, Inc. as Executive
Vice President and director, in 1982. Mr. Makrides
became President of the Company in 1985 and served as
such to date.
Joseph F. Valenti, filled a vacancy on the Board of
Directors and became a member of the Board of Directors
on October 1, 1995. He is the former Vice-President of
the International Division of Aaron Medical Industries,
Inc. and retired as of January 1, 1995, from that
position. He continues to be the principal shareholder
and chief executive officer of Valpex International
Corporation, a company which, is wholly owned by him,
engaged in the import of products. This import company
is a major supplier of the Company's light bulbs which,
are used in the Company's various manufactured lighting
products. The prices paid by the company for the
products are competitive with those from other sources.
He received a Bachelor of Arts Degree in Languages from
the College of the City of New York in 1939. He has been
associated with Aaron Medical Industries, Inc. and its
predecessor companies since 1980 and was charged with
developing the international sales department and
increasing exports sales on behalf of Aaron. See
Certain Transactions .
George W. Kromer, Jr., filled a vacancy on the Board of
Directors and became a director on October 1, 1995. Mr.
Kromer is a Senior Financial Correspondent for "Today's
Investor" and is utilized as a consultant by other
companies whose shares are listed on the American Stock
Exchange and Over-the-Counter Exchange. An-Con has also
retained Mr. Kromer on a month-to-month basis as a
consultant in addition to his capacity as a director.
He received a Master's Degree in 1976 from Long Island
University in Health Administration. He also holds a
Bachelor of Science Degree from Long Island University's
Brooklyn Campus and an Associate in Applied Science
Degree from New York City Community College, Brooklyn,
New York. See Certain Transactions .
Moshe Citronowicz, is a graduate of the University of
Be'er Sheva, Be'er Sheva, Israel, with a Bachelor of
Science degree in electrical engineering. He has also
received certificates from Worcester Polytech, Lowell
University and the American Management Association for
completion of seminars in MRP, master scheduling,
purchasing SPC, JIT, accounting and plant management.
Since coming to the United States in 1978, Mr.
Citronowicz has worked in a variety of manufacturing and
high tech industries. In October 1993, Mr. Citronowicz
joined the Company as Vice President of Operations. He
is responsible for all areas of manufacturing,
purchasing, product re-design, as well as new product
design. In September 1997, Mr. Citronowicz was
appointed by the board of directors to the position of
Executive Vice President and Chief Operating Officer.
Delton N. Cunningham, Vice President and Chief Financial
Officer of the Company, holds a Bachelor of Science in
Accounting from the University of Florida. He is a
Certified Public Accountant and is a member of the
American Institute of Certified Public Accountants and
the Florida Institute of Certified Public Accountants.
Mr. Cunningham began his career with the Miami office of
Arthur Anderson & Company. In June of 1991 Mr.
Cunningham joined Aaron Medical Industries, Inc., as the
Company's Chief Financial Officer. In June of 1992 Mr.
Cunningham became Vice President of Aaron Medical
Industries, Inc. and in April of 1993, he was elected
Corporate Secretary of Aaron by the Board of Directors.
<PAGE>
REMUNERATION
Item 10. The following table sets forth the
compensation paid to the executive officers of the
registrant for the three years ended December 31, 1997:
Summary Compensation Table
Annual Compensation
Name and
Principal Annual
Position Year Salary Bonus(a)
J.Robert Saron
CEO/Chairman 1997$155,865 $ 2,460
1996 143,000 42,600
1995 116,000 39,600
Andrew Makrides
President 1997 103,382 1,784
1996 90,000 8,400
1995 77,000 11,800
Moshe Citronowicz
Executive Vice President-
Chief Operating 1997 107,044 1,921
Officer1996 104,600 11,200
1995 97,000 11,800
Delton Cunningham
Secretary, Treasurer,
Vice President/
CFO 1997 90,325 1,516
1996 86,000 8,400
1995 82,900 8,800
(a) In 1997, the officers waived their right to 1996
bonuses and the bonuses were cancelled.
REMUNERATION(CONTINUED)
Long Term Compensation
Awards Pay-outs
Securities
Restricted
underlying
Other(b) Stock Options/
Year Compensation Awards SARS(#)
Pay-outs
J.Robert Saron
CEO/Chairman 1997 $9,352 -- -- --
1996 8,100 -- 90,000 --
1995 23,700 -- -- --
Andrew Makrides
President 1997 9,598 -- -- --
1996 9,700 -- 70,000 --
1995 8,000 -- -- --
Moshe Citronowicz
Executive Vice President-
Chief Operating 1997 9,352 -- -- --
Officer 1996 8,100 -- 25,000 --
1995 8,000 -- -- --
Delton Cunningham
Secretary,
Treasurer,
Vice President/
CFO 1997 9,262 -- -- --
1996 7,400 -- 55,000 --
1995 8,000 -- -- --
(b) Other compensation consists of medical, insurance
and auto.<PAGE>
Option/SAR Grants Table
Values of
securities
Number ofunderlying
shares unexercised
Acquired Options
on Value FY-End(#)sar/s at
Name and
Principal
PositionYear Exercise Realized Exercisable
J. Robert Saron
CEO 1997 -- -- --
1996 -- -- 101,250
1995 -- -- --
Andrew Makrides
President1997 -- -- --
1996 -- -- 78,750
1995 -- -- --
Moshe Citronowicz
Vice 1997 -- -- --
President 1996 -- -- 28,125
Operations1995 -- -- --
Delton Cunningham
Vice, President/
CFO 1997 -- -- --
Secretary,1996 -- -- 61,875
Treasurer,1995 -- -- --
Outside Directors are compensated in their capacities as
Board members through option grants. Through the year
1997, the Company's Board of Directors presently
consisted of J.Robert Saron, the CEO, Andrew Makrides,
President, Joseph F. Valenti and George W. Kromer, Jr.
Mr. Saron is also President and CEO of Aaron. Mr.
Kromer has been retained on a month-to-month basis
pursuant to verbal agreement as a financial and public
relations consultant by An-Con for the past year at an
average monthly fee of $950.
In 1996 and 1997 George Kromer and Joseph Valenti were
awarded 105,000 and 120,000 options each for five to ten
years to purchase An-Con stock from $.75 to $1.125 per
share.
There have been no changes in the pricing of any options
previously or currently awarded.
As of the 1st day of January, 1998, the Company
cancelled its prior employment agreements with its
officers and entered into a new employment agreement
with them. The agreements vary in terms over a period
of between 2 and 5 years and provide for compensation
in amounts varying from $51,100 for the lowest paid
officer to $136,000 for the highest paid executive
officer per year, plus additional amounts for automobile
allowance ($500 to $600 per month). Each new agreement
also provides for annual cost of living percentage
increases as to salary and automobile allowance. In
addition to the foregoing, each agreement for the
company's executive officers provides for customary
executive benefits, indemnification for corporate
accounts and may be terminated (a) upon death, or (b) on
thirty (30) days notice by the officer to terminate, or
(c) by the Company, (i) without cause, upon the majority
approval of the Board of Directors on thirty (30) days
written notice (wherein the Company shall be obligated
to pay the employee compensation under the agreement for
the balance term of the agreement) and (ii) the employee
may elect, in lieu of (i) above, to cancel his agreement
and obtain severance payments equal to three times the
annual salary and bonus in effect during the month
preceding such termination; or (d) by the Company for
cause, if during the time of employment, the employee
violates the covenant not to compete provisions of the
agreement, or is found guilty of a felony or crime of
moral turpitude. The agreement also provides for a
covenant not to compete directly or indirectly against
the Company for a period of one year and cost of living
increases and a 71/2 percent salary increase per year
subject to approval of the board.
In May of 1997 the officers as a group waived their
right to the bonuses as set forth in their contracts.
The board of directors will determine future bonuses.
Item 11. Security Ownership of Certain Beneficial
Owners and Management of An-Con.
The following table sets forth certain information as of
December 31, 1997, with respect to the beneficial
ownership of the Company's common stock by all persons
known by the Company to be the beneficial owners of more
than 5% of its outstanding shares, by directors who own
common stock and by all officers and directors as a
group.
Number ofNature Percentage of
Name and Title Shares of outstanding
Address of Class ownedownership(i) shares(i)
5% Beneficial
Owners
Robert Speiser(iii)Common 753,333 Includes 5.3%
1340 Boca Ciega Stock shares only
Isle Drive
St. Petersburg,
Florida 33706
Directors
J. Robert Saron Common 523,805 Includes 3.7%
(iii) Stock 90,000 shares
Ashley Drive reserved for
Seminole, FL 34642 options
J.Valenti Common 177,205 Includes 1.3%
5700 Mariner Drive Stock shares 120,000
Tampa, Florida 33609 reserved for
options
G. Kromer Common 105,000 Includes .7%
P.O. Box 188 Stock 105,000 shares
Farmingdale, NY 11738 reserved for
options
A.Makrides Common 390,000 Includes 2.7%
(iv) Stock 70,000 shares
20 Damin Circle reserved for
St. James, NY 11780 options
Officers and Directors
as a Group Common 1,499,034 Includes 10.6%
Stock 465,000 shares
reserved for
options
_______________________________
(i) Based on 14,116,274 shares outstanding on a fully
diluted basis. Officers and directors have 465,000
options to acquire shares at March 31, 1998.
(ii) Mr. Robert Speiser resigned as the Company Chairman
and Chief Executive Officer on March 20, 1995.
(iii) Robert Saron, who replaced Mr. Speiser as
Chairman, is the President and a director of Aaron
Medical Industries, Inc. As a result of the exchange of
shares pursuant to the Aaron Acquisition Agreement, Mr.
Saron is the beneficial owner of 408,805 additional
shares of An-Con (in addition to the 25,000 shares he
had received prior to the merger). Mr. Saron also has
the option to acquire an additional 90,000 shares.
(iv) Includes an option to acquire 70,000 shares at
varying prices.
(v) During 1996, one transaction took place that
materially changed shareholders' control of the Company:
Aaron shareholders received their shares on November 25,
1996 from the escrow agent, which gave them 37.7% of the
outstanding shares of the Company at that time.
See "Certain Relationships and Related Transactions".
Certain Relationships and Related Transactions
Valpex International Corporation ("Valpex"), a Company
owned and operated by Mr. Joseph Valenti, was a supplier
of vacuum and Krypton bulbs and vinyl pouches to Aaron
for several years. In 1996, Mr. Valenti joined An-Con
as a director. On May 10, 1996, Valpex and Aaron
entered a three year agreement that allows Aaron to
purchase products directly from Valpex's manufacturers
and suppliers. In exchange, Aaron agreed to pay a
commission to Valpex on purchases from the agreed upon
list of Valpex's suppliers. In 1997 and 1996,
respectively, the equivalent sales of Valpex to Aaron
were $117,700 and $126,000, respectively.
George Kromer, a director, also serves as a consultant
to the Company with average consulting compensation of
approximately $950 per month.
Directors' Compensation
Independent (unaffiliated) directors, who are not
employees, do not receive compensation for attending
meetings. However the company pays their expenses for
attending meetings of the Board. Approximately $5,000
was paid to cover expenses of independent directors
attending Board of Director meetings during the year
ended December 31, 1997. Independent directors are
compensated essentially in the form of stock options
under the Company s 1996 Employee and Consultant Stock
Option Plan. A total of 195,000 stock options were
granted to directors in fiscal 1997.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except to the extent that officers and directors
of the Company have become recipients of stock options
pursuant to the Company s 1998 Non-Statutory Stock
Purchase and Non-Statutory Option Plan, and except to
the extent that additional shares will be required to be
authorized to provide shares issuable on exercise of
options granted under the plan, no officer, director or
principal shareholder of the Company has any direct or
indirect interest in any of the matters covered in the
shareholder proposals.
On May 8, 1998, Kenneth W. Davidson, Chief
Executive Officer of Maxxim Medical, Inc., a Delaware
corporation the shares of which are traded on the New
York Stock Exchange, was elected a director of the
Company to serve until the next annual meeting of
shareholders. Pursuant to the Company s asset
acquisition agreement with Maxxim, hereinafter
discussed, the Company is required to deliver 3,000,000
shares of common stock in exchange for the Company s
outstanding convertible promissory note for $3,000,000.
Accordingly as CEO of Maxxim, Mr. Davidson is
interested in increasing the authorized capitalization
which, among other things, will enable the Company to
deliver the 3,000,000 shares of common stock (and
convert and cancel the 3,000,000 promissory note)
pursuant to the agreement. See Maxxim Medical Asset
Acquisition, Supply and License Agreement.
Proposal 1
Amendment to the Company's Certificate
of Incorporation to Increase Authorized Capitalization
Increasing Number of Common Shares Issuable
and creating a Blank Preferred Stock
As of May 31, 1998 there were 13,629,693 shares of
common stock issued and outstanding, 1,144,255 shares of
common stock reserved for issuance upon future exercise
of outstanding stock options and/or grants. A total of
14,773,948 shares will be issued and outstanding if all
of the aforementioned options and grants are exercised.
The Company is currently seeking to increase its
authorized capitalization from 15,000,000 shares to
60,000,000 shares essentially in order to enable it, (a)
to effectively conclude the intended terms of the
Company s existing agreements with Advanced Refractory
Technologies, Inc. and with Maxxim Medical, Inc.
discussed below; to pursue its current acquisition
policy to acquire additional assets or companies having
assets and/or operations which are compatible with the
Company's business; and (c) to provide additional shares
for funding and growth. Management believes that this
policy of growth through acquisition can best be pursued
through utilization of equity (Common Stock) or
Preferred Stock of the Company as opposed to cash. The
Company is constantly in need of its cash reserves for
materials, operations and for internal growth as sales
of its products continue to increase and new products
are brought to market. The proposed increase in
capitalization is deemed necessary by management to
provide a sufficient amount of shares and/or Preferred
Stock that will enable the Company to raise capital, to
be flexible in proposals to acquisition candidates and
to consider significant acquisitions. The increase will
provide the wherewithal for management to consider and
aggressively pursue a desirable acquisition candidate or
asset situation (of relatively significant size) without
the necessity of further requesting shareholders to
authorize an increase in the capitalization with the
statutory and regulatory delays which are usually
occasioned thereby. In many instances, such a delay
could result in loss of opportunity. The proposed
increase in capitalization is deemed by management to
enable it to meet potential anticipated operational
objectives by providing shares for future funding, if
necessary or warranted and to provide shares for
continued growth by acquisition. In addition the
increased capitalization will give management the
flexibility to issue stock dividends to shareholders, as
deemed appropriate.
General Observations
Possible Adverse Aspects for Shareholders
In addition to enabling management to issue
additional shares without shareholder approval and
thereby diluting the percentage ownership of existing
shareholders of the Company, a further consequence of
increasing the authorized shares of Common Stock of the
Company is that management will have the potential
ability to make more difficult, or to stave off hostile
and/or friendly takeover attempts by third parties. The
forgoing will be applicable even if such a transaction
may appear on its face to be favorable to the interests
of the shareholders. Such anti-takeover measures may
include declaring a dividend and issuing shares to the
existing shareholders of the Company, or selling the
shares, with stockholders consent, to a friendly
investor (a person or other entity whose interests are
not opposed to those of the Company and its
shareholders) or taking other measures with its
authorized but unissued shares within its corporate
powers to stave off takeover attempts. There are
currently no "anti-takeover" measures included in any
debt agreement, By-law or provision of the Company's
Certificate of Incorporation or any amendment thereto.
The increase in the authorized number of shares
together with other factors may also make the removal of
management more difficult even if such removal would
appear to be beneficial to shareholders generally, and
may have the effect of limiting shareholder
participation in certain transactions such as mergers or
tender offers whether or not such transactions are
favored by incumbent management. However, it is
essential to note that whatever course of action
management chooses to pursue, it is required to do so in
the best interests of the shareholders.
As of May 31, 1998 the Company had 13,629,693
shares issued and outstanding without giving effect to
outstanding options or other derivative securities. The
Company's certificate presently authorizes 15,000,000
shares of common stock. Accordingly, based upon the
aforementioned reasons and the Company s current
acquisition policy, Management has determined to request
shareholder approval of its resolution to increase the
authorized shares from 15,000,000 to 60,000,000 shares
of stock of which 50,000,000 shares shall be common
stock and 10 million shares shall be blank preferred
stock.
Advanced Refractory Technologies, Inc. ( ART ) and BSD
Development Beta Corporation ( BSD ) Asset and Corporate
Acquisitions
On February 9, 1998 the Company entered into a
series of contemporaneous agreements ( Contemporaneous )
and transactions involving two non-affiliated companies,
Advanced Refractory Technologies, Inc. ("ART") a
privately held New York corporation engaged in research
and development of a certain patented diamond-like
nanocomposite technology for the coating of products
("DYLYN Technology"), and BSD Development Beta
Corporation, a privately held Delaware corporation. As
a result of the aforesaid transactions, the registrant
acquired certain jobcoating equipment valued at
$2,000,000 and consisting of two DYLYN deposition
reactors inclusive of components and two electro-blade
surgical mounting fixtures (the "Equipment") for coating
electro-surgical blades and other specified medical
devices utilizing the DYLYN Technology. The aforesaid,
in addition to the acquisition by the Company of the
Equipment, resulted in the acquisition by it of an
exclusive 10-year license to use the DYLYN Technology to
jobcoat specified medical products together with a
manufacturing arrangement with ART whereby ART will
operate and maintain the Equipment for the use of the
DYLYN Technology under the License Agreement at ART's
location in Buffalo, New York. The Company acquired all
of the outstanding securities of BSD which is now a
wholly owned subsidiary of registrant.
The license is an exclusive 10-year license to use the
DYLYN technology to jobcoat specified medical products
for marketing anywhere in the world. It provides
essentially for payment of a royalty to ART based upon
net revenues derived by the registrant directly or
indirectly from the sale of products or fees from sub-
licensees utilizing the DYLYN Technology. The
exclusivity of the license is contingent upon ART
receiving minimum jobcoating fees of $200,000 in the
first contract year (estimated to commence August 1,
1998) and increasing by $100,000 per year for each
succeeding contract year up to a minimum of $500,000 in
the fourth contract year and each succeeding year
thereafter.
The 10-year license is renewable for an additional 10-
year period upon notice prior to 180 days of expiration,
plus the payment by the registrant of $2 Million in cash
or in shares of common stock of registrant having a fair
market value aggregating $2 Million.
The license may be terminated by ART in the event of (a)
registrant's failure to pay any fee due, (b) breach or
default by registrant of any material term of the
License Agreement or other related agreements between
ART, BSD and or registrant; (c) breach or default of the
Manufacturing Agreement; (d) registrant files a petition
in bankruptcy or for an arrangement under any federal or
state bankruptcy laws or is adjudicated insolvent; or
(e) a petition is filed proposing adjudication of
registrant as bankruptcy or insolvent, and such petition
is not dismissed within 90 days after filing thereof.
Manufacturing Agreement
Pursuant to the Contemporaneous Agreements, the Company
was assigned a Manufacturing Agreement dated February 9,
1998, which provides that ART will jobcoat products
pursuant to the registrant's specifications for a fee
based upon its base cost as defined plus a percentage
thereof, unless otherwise agreed. The Manufacturing
Agreement which is for a term of 5-years and renewable
for an additional 5-years at the option of the
registrant also provides for minimum annual job-coating
fees which are to be offset against fees payable by the
registrant to maintain exclusivity under the License
Agreement. Maintenance of exclusivity of the License
will satisfy and obviate the minimum annual jobcoating
fees payable under the Manufacturing Agreement.
Exchange of Shares
Pursuant to the Contemporaneous Agreements, the Company
issued 2,000,000 shares of its common stock to ART and
acquired all of the outstanding shares of common stock
of BSD and an 8% Convertible Debenture of BSD in the
principal amount of $750,000 in exchange for 3,000,000
shares of common stock of the Company. Upon completion
of such transactions, the Company issued a total of
5,000,000 shares and the owned all of the outstanding
securities of BSD which had licensing and manufacturing
rights to operate the Equipment (which rights have been
assigned to the Company), $250,000 in cash and a
$750,000 secured note receivable.
Future Obligation of the Company
Pursuant to the Contemporaneous Agreements, ART is
entitled to exchange the 2,000,000 common shares of the
Company for 2,000,000 shares of the Company s Series A
Preferred Stock containing specified rights and
preferences (Preferred Stock), on or before September 6,
1998, subject to the approval of shareholders of a
Certificate of Amendment of registrant's Certificate of
Incorporation authorizing the issuance of such shares of
Preferred Stock. The Preferred Stock is to be
convertible into 2,000,000 shares of common stock of An-
Con and shall have certain preferences on liquidation
and anti-dilution aspects. In the event the Company is
unable, for any reason, to deliver the Preferred Stock
to ART on or before September 6, 1998, then, prior to
September 15, 1998, An-Con is to issue and deliver,
without payment of any additional consideration by ART,
an additional number of shares of An-Con's common stock
having an aggregate fair market value of $500,000.
Furthermore, in the event An-Con should issue any shares
of any series or class of its preferred stock having
substantially the same rights and preferences as the
Preferred Stock without the prior consent of ART (which
shall not be unreasonably witheld), then An-Con is to
issue and deliver to ART, without payment of any
additional consideration by ART, an additional number of
shares of An-Con's common stock having an aggregate fair
market value equal to $500,000
However, as indicated heretofore, subject to the
approval of shareholders, the Company will authorize and
issue 2,000,000 shares of preferred stock (the
"Preferred Stock") to ART in exchange for the 2,000,000
shares of common stock of the Company issued to Art
under the Contemporaneous Agreements. The Preferred
Stock is to have the following characteristics:
(a) An-Con will not authorize or issue any
Preferred Stock which will be entitled to any rights or
preferences senior to the Preferred Stock to be issued
to Art.
(b) In the event An-Con issues Preferred Stock
having rights and preferences substantially equal to
those of the Preferred Stock to be granted to Art ( Art
Preferred Stock ) it will do so only on consent of ART
or it shall issue to Art at no additional cost to Art
shares of An-Con s common stock having a current market
value equal to $500,000.
(c) The Art Preferred Stock will be entitled to
dividends and preference to dividends on any other class
or series of common stock or Preferred Stock on a fully
Participating basis with the common stock.
(d) The Preferred Stock will be convertible into
2,000,000 shares of An-Con s common stock unless
pursuant to its terms the number of shares of common
stock into which it is convertible is otherwise adjusted
due to sales of common stock at less than $1.00 per
share, merger, acquisition, stock split, subdivision of
shares prior thereto. There will be anti-dilution
protection in the event of corporate reorganizations and
similar transactions. There will be anti-dilution
protection in the event the corporation issues common
stock, or securities convertible into common stock, at
a price per share less than the conversion rate
applicable to the Art Preferred Stock which is presently
$1.00 per share.
(e) Subject to adjustment in conversion rate in
the case of sales by An-Con of common stock at prices
less than $1.00 per share merger, consolidation, stock
split or subdivision of shares, the Preferred Stock
shall be converted into common stock at An-Con s option
("compulsory conversion") in the event the aggregate
fair market value of the common stock acquirable upon
conversion of the Preferred Stock exceeds four times the
then current fair market value of the common stock as
evidenced by the minimum bonafide bids at that time of
at least one independent market maker for a period of 45
consecutive days immediately preceding the date of such
compulsory conversion.
(f) Subject to adjustment of the conversion rate
in the case of conversion, or adjustment in the number
of shares into which the Preferred Stock would be
entitled to be converted in the event of merger,
consolidation, stock split or subdivision of shares, the
Preferred Stock will be entitled to vote with all the
common stock of the corporation and will be entitled to
the number of votes to which it would be entitled
assuming it had been converted into common stock
immediately prior to the occasion of voting.
(g) The Preferred Stock shall have $2,000,000
minimum liquidation value and have a preference on
liquidation.
(h) The Preferred Stockholders will be entitled to
receive reports made generally available to common
stockholders.
Maxxim Medical, Inc. Asset Acquisition, Supply and
License Agreement
On May 8, 1998, the Company entered into and
consummated a strategic alliance agreement with Maxxim
Medical, Inc., ( Maxxim ), a Delaware corporation the
shares of which are listed on the New York Stock
Exchange, which agreement provided for the acquisition
by the Company of the trademark Bovie , a supply,
license and distributorship arrangement concerning
electrosurgical devices and the acquisition of Maxxim s
electrosurgical generator product line in exchange for
3,000,000 shares of common stock of An-Con. More
specifically, the agreement provides for (a) an
irrevocable royalty-free sub-license to Maxxim to use
the Bovie name on any electrosurgical products
marketed by Maxxim; (b) a 2-year exclusive
distributorship in Maxxim to resell the Bovie
electrosurgical generator product line anywhere in the
world, and (c) a non-exclusive right to sell An-Con
products anywhere in the world. The distributorship
arrangement provides for anticipated cooperation between
Maxxim and An-Con with respect to research and
development of new products and Maxxim s option to
become the exclusive distributor thereof. Maxxim also
agreed to certain minimum purchase orders for the Bovie
generator product line, the Aaron 1200 generators and
other An-Con products and accessories aggregating
$3,000,000 during the initial 5-year term of the
agreement, subject to quality control and An-Con s
ability to meet commercially reasonable purchase orders
of Maxxim. Kenneth Davidson, the chairman of the Board
of Maxxim, has been appointed a member of the Board of
Directors of An-Con.
As consideration for the foregoing, the Company
agreed to exchange 3,000,000 shares of common stock for
the Bovie Electrosurgical Generator line, the Bovie
trademark and tradename, and entered into agreements for
the aforementioned supply, license, and distributorship
arrangement involving Maxxim s commitments to purchase
the Company s current and future products. Due to the
Company s exhaustion of its authorized shares, in lieu
of common stock, the Company has issued a secured
convertible promissory note to Maxxim in the principal
amount of $3,000,000 due on May 7, 2008, bearing
interest at the rate of 1% above the prime lending rate
in effect at Nations Banc Montgomery Securities LLC
which provides for ten annual payments of principal and
interest commencing May 7, 1999. This note is secured
by the Company s equipment and machinery, inventory
including raw materials, work in process, finished
goods, and accessories thereto and accounts receivable.
The nature of the secured convertible promissory note is
such that, subject to the approval of shareholders, upon
the filing of an amendment of the Certificate of
Incorporation with the Secretary of State of Delaware
effecting the increased authorized capitalization, such
note, subject to adjustment in the event of intervening
merger, acquisitions, stock splits or subdivisions,
shall be automatically converted into 3,000,000 shares
of common stock of the Company. In the event, the
shareholders fail to authorize the increase as
requested, the Company will be forced to seek alternate
financing to meet its obligations under the note. No
assurance can be given it will be successful in such
endeavor.
Based upon the foregoing and in the light of
Company's acquisition program, the Company is seeking
shareholder approval to amend the certificate of
incorporation to provide for a total of 60,000,000
shares, of which 50,000,000 shares shall be common stock
and 10,000,000 shares shall preferred stock. The
increased authorized common stock, in addition to
enabling the Company s acquisition program to continue,
will permit the Company to complete the Maxxim asset
acquisition and cancel the outstanding note for $3
Million. Of the 10,000,000 shares of preferred stock,
authorized, 2,000,000 shares of the preferred stock will
be issued exchanged for common stock pursuant to the
agreement with ART and will have the aforementioned
designated rights and preferences. The Company is
presently seeking an authorization for a total
10,000,000 shares of blank preferred stock in order to
give management the necessary flexibility in dealing
with other potential opportunities requiring preferred
stock and specified rights and preferences therefor.
Although the proposed amendment to the certificate of
incorporation deals with blank preferred stock, subject
to shareholder approval, the Company will file an
appropriate Certificate of Designation of Rights and
Preferences for 2,000,000 shares of such preferred stock
as required pursuant to the ART transaction, heretofore
described.
PROPOSED AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES AND CREATE A BLANK PREFERRED STOCK
Article Fourth of the Company's Certificate of
Incorporation presently reads:
FOURTH: The corporation shall
be authorized to issue the
following shares:
Number of
Class Shares Par
Value
Common 15,000,000 $0.001
Subject to the approval of shareholders, the Board of
Directors intends to amend the Company's Certificate of
Incorporation to provide for a new Article (Fourth)
thereof, as follows:
"FOURTH: The corporation shall
be authorized to issue the
following shares:
Number of
Class Shares Par
Value
Common 50,000,000 $0.001
Preferred 10,000,000 $0.001
The total number of shares of
capital stock of all
classifications which the
Corporation shall have the
authority to issue is
60,000,000 shares, of which
(1) FIFTY MILLION (50,000,000)
shares shall be designated
common stock, having a par
value of $.001 per share, and
(ii) TEN MILLION (10,000,000)
shares shall be designated
"Preferred Stock" having a par
value of
$.001 per share.
(a) All shares of common
stock will be equal to each
other and shall have all the
rights granted to stockholder
under the General Corporation
Law of the State of Delaware,
as amended, and the
Certificate of Incorporation,
including, without limitation,
one vote for each share
outstanding in the name of
each holder, the power to
elect directors or consent or
dissent to any action to take
place at any regular or
special meeting of
stockholders, and the right to
receive dividends and
distributions subject to the
rights and preferences of any
outstanding shares of
Preferred Stock authorized
hereby.
(b) The Preferred Stock may
be issued from time to time in
one or more classes and one or
more series of each class with
specified serial designations,
shares of each series of any
class shall have equal rights
and shall be identical in all
respects, and (1) may have
specified voting powers, full
or limited or may be without
voting power, (2) may be
subject to redemption at such
time or times as may be
designated, and at designated
prices; (3) may be entitled to
receive dividends (which may
be cumulative or non-
cumulative) at designated
rates, on such conditions and
specified times, and payable
in any other class or classes
of stock; (4) may have such
rights upon the dissolution
of, or upon any distribution
of the assets of, the
corporation; (5) may be made
convertible into, or
exchangeable for shares of any
other class or classes or of
any other series of the same
or any other class or classes
of stock of the Corporation,
at such price or prices or at
specified rates of exchange
and with specified designated
adjustments; and (6) may
contain such other special
rights and qualification, as
shall hereafter be stated and
expressed in the resolution or
resolutions providing for the
issue of such Preferred Stock
from time to time adopted by
the Board of Directors
pursuant to the authority so
to do which is hereby granted
and expressly vested in the
Board of Directors.
The Board of Directors shall
have authority to cause the
Corporation to issue from time
to time, without any vote or
other action by the
stockholders, any or all
shares of stock of the
corporation of any class or
series at any time authorized,
and any securities convertible
into or exchangeable for any
such shares, and any options,
rights or warrants to purchase
or acquire any such shares, in
each case to such persons and
on such terms (including as a
dividend or distribution on or
with respect to, or in
connection with a split or
combination of, the
outstanding shares of stock of
the same or any other class or
series) as the Board of
Directors from time to time in
its discretion lawfully may
determine; provided, that the
consideration for the issuance
of shares of stock of the
corporation (unless issued as
such a dividend or
distribution or in connection
with such a split or
combination) shall not be less
than the par value of such
shares. Shares so issued
shall be full-paid stock, and
the holders of such stock
shall not be liable to any
further calls or assessments
thereon."
Subject to the approval of shareholders, upon the
filing of such Certificate of Amendment, the Board of
Directors will cause a Certificate of Designation of
Rights and Preferences to be filed, outlining the rights
and preferences of the class of Preferred Stock issuable
to ART as heretofore described.
Effect on Future Shareholder Rights
The increase in the number of authorized shares of
common stock, when and if issued, will not in any way
change the inherent rights of existing or future common
shareholders. If and when issued, each share of
additional authorized Common Stock will continue to: (1)
entitle the holder to one vote per share on matters to
be voted upon by the shareholders; (2) not entitle the
holder to any cumulative voting, cumulative dividends,
preemptive, subscription or redemption rights; (3)
entitle the holder to receive dividends from available
funds, if and when declared by the Company's Board of
Directors; (4) entitle the holder to share ratably in
the assets of the Company legally available for
distribution to shareholders in the event of
liquidation, dissolution or winding up of the Company.
The proposed 2,000,000 shares of Preferred Stock
to be authorized and issued to ART, subject to
shareholder approval, shall give the holder a priority
in liquidation of the Company, up to $2,000,000. If
such liquidation were to occur shortly after approval by
shareholders, a substantial amount of the net proceeds
derived from such liquidation would be allocable to the
Preferred Stockholder (approximately $2,000,000) prior
to any funds being allocable to common stockholders.
Inasmuch as the Preferred Stock to be issued to
ART is votable, the percentage of voting control now
enjoyed by common stockholders will be commensurately
diminished by up to 2,000,000 shares or approximately
fifteen percent. In addition by virtue of the
conversion privilege and the anti-dilution aspects of
the Preferred Stock, it is not likely that ART will
convert the Preferred Stock into common stock unless ART
has a need to avail itself of liquidation of its
investment or the market value of the common stock is
otherwise at a level deemed favorable to ART to convert
into common stock.
Adverse Aspects to Increased Authorized Capitalization
of Common Stock and Creation of Blank Preferred Stock.
Since the present issued and outstanding shares of
the Company's Common Stock do not have any preemptive
rights, the present shareholders of the Company risk
dilution of the book value per share of their Common
Stock should the newly authorized stock be issued by the
Company for a consideration less than current book value
which was $.25 per share as of December 31, 1997. In
addition, the percentage ownership of the common stock
of present shareholders will be diminished with each
future issuance of additional shares of common stock.
Furthermore, no shareholder approval may be required to
issue such shares.
Any additional dilution factor is presently incalculable
in that it is not yet determined at what price the
securities will be offered both publicly and/or
privately in the future, if offered at all, or for what
price they will be exchanged as consideration for an
acquisition candidate, if one is found.
The proposed amendment also authorizes the Board
of Directors to issue Preferred Stock of different
classes (in addition to those heretofore discussed in
connection with the ART transaction). The proposed
authority gives the Board of Directors maximum
discretion to fashion rights and preferences for future
Preferred Stock to be issued. This is deemed necessary
by management to give it the broad latitude to act
quickly when an acquisition opportunity presents itself
and be able to fashion preferred stock containing rights
and preferences in a variety of ways. Such possible
future issuances (with no requirement to obtain
shareholder approval prior thereto) may be specifically
fashioned by management in a manner which will increase
the likelihood of achieving the corporate objective for
an acquisition of assets or acquisition of another
company; however such newly issued preferred stock may
also have an adverse effect on the interests of common
stockholders due to provisions therein which may provide
for voting, anti-dilution, conversion, priority in
liquidation and possibly other factors not yet
predictable or calculable.
Required Vote for Adoption
Under Delaware Law the affirmative vote of a
majority of the outstanding shares of the Company's
Common Stock is required for the approval of the
proposed amendment to the Company's Certificate of
Incorporation which increases the authorized shares
available for issuance. Once given effect, a majority
vote of the Company's Common Stock at a properly called
meeting at which a quorum is present will be required to
repeal or modify the amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
APPROVAL OF THE PROPOSED AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION WHICH INCREASES THE
AUTHORIZED CAPITALIZATION OF THE COMPANY FROM FIFTEEN
(15) MILLION SHARES OF COMMON STOCK TO SIXTY (60)
MILLION SHARES CONSISTING OF 50,000,000 SHARES OF COMMON
STOCK PAR VALUE $.001 AND 10,000,000 SHARES OF PREFERRED
STOCK PAR VALUE $.001.
Proposal 2
Amend the Certificate of Incorporation
to Change of Name of Corporation
Since the Company has not engaged in any aspect of
genetic analysis for number of years, management
proposes that the name of the Company be changed. As
all shareholders are aware, the Company is currently
engaged in the manufacture and sale of a line of
electro-surgical and other medical products together
with industrial lighting. In addition the Company has
recently acquired a new medical generator product line
sold under the tradename Bovie , a highly respected and
well known name in the electro medical device industry.
Accordingly management believes that the name "Bovie
Medical Corporation" will provide the benefits of a well
known and highly respected name in the medical device
field, preserve the product identity of the corporation
and remove the misleading characteristic of it being a
genetics company.
Management anticipates a need to change the
Company's trading symbol for its shares which are
presently traded on the OTC electronic bulletin board
under the symbol "AGNT" and, subject to shareholder
approval for the change of name, has proposed a new
symbol for the OTC Bulletin Board. As of the date
hereof no symbol has been determined nor has any
application therfor been submitted to the OTC Bulletin
Board.
Amendment of Certificate of Incorporation
Article "First" of the Company's certificate of
incorporation presently reads:
"First: the name of the corporation is "An-Con
Genetics, Inc."
Subject to the approval of shareholders, the Board
of Directors has resolved to amend the Company's
certificate of incorporation to provide for a new
article First thereof to read as follows:
"First: the name of the corporation is: Bovie
Medical Corporation .
Required Vote for Adoption
Under Delaware Law the affirmative vote of a
majority of the outstanding shares of the Company's
Common Stock is required for the approval of the
proposed amendment to the Company's Certificate of
Incorporation which increases the authorized shares
available for issuance. Once given effect, a majority
vote of the Company's Common Stock at a properly called
meeting at which a quorum is present will be required to
repeal or modify the amendment.
Recommendation of Management
THE BOARD OF DIRECTORS RECOMMENDS VOTE APPROVING THE
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION FROM
AN-CON GENETICS, INC. TO "Bovie Medical Corporation".
Proposal 3
Ratification of Company s 1998 Non-Statutory Stock
Purchase and Option Plan
In January, 1998, the Board of Directors adopted
a new stock option plan for the purpose of acquiring,
retaining and incentivizing executive and other key
employees and consultants of the Company and its
subsidiary, Aaron Medical Industries, Inc. The
Company s 1998 Non-Statutory Stock Purchase and Option
Plan (the Plan ) authorizes the issuance of options to
employees and consultants of the corporation to purchase
up to a total of 1,200,000 shares thereunder.
The Plan requires that options may be issued at an
exercise price equal to at least 80% of the market price
for the Company s shares in the over-the-counter market
(on the Electronic Bulletin Board). Any options
issuable to officers or directors under the Plan must be
issued at an exercise price equal to no less than the
then current market price for the shares in the over-
the-counter market. The determination for grant of
options is made by the Board of Directors under the
Plan. The options are non-transferable. The Option
shall terminate and expire on the expiration date of the
option. In addition each option shall automatically
terminate upon the earlier of:
(i) The termination of the Optionee's employment with
the Company for cause (as defined under the Plan);
(ii) The expiration of twelve (12) months from the date
of termination of the Optionee's employment with the
company for any reason other than death, without cause;
provided, that if the Optionee dies within such twelve-
month period, subclause (iii) below shall apply; or
(iii) The expiration of fifteen (15) months after the
date of death of the Optionee.
Potential Adverse Aspects of the Plan:
Although management believes it is in the
interests of shareholders that the Plan be approved in
order to attract and retain qualified employees and
consultants, since the Plan authorizes the grant of
options to purchase up to 1,200,000 shares, the future
grant and exercise of the options would tend to dilute
the percentage ownership of shareholders in the Company.
Furthermore, the nature of the options is such that the
options would be exercised at a time that the Company
would be able to derive a higher price for Company
shares than the exercise price.
Recommendation of Management
MANAGEMENT BELIEVES THAT IT IS ESSENTIAL TO HAVE
THE PLAN IN ORDER TO ATTRACT AND RETAIN ITS OFFICERS,
DIRECTORS AND CONSULTANTS AND RECOMMENDS THAT THE
SHAREHOLDERS VOTE TO RATIFY THE COMPANY S 1998 NON-
STATUTORY STOCK PURCHASE AND OPTION PLAN.
Other Matters
The Board of Directors of the Company knows of no
other matters to come before the Meeting, other than
that which is set forth herein and in the accompanying
Notice of Special Meeting. However, if any other
matters should properly come before the Meeting, it is
the intention of the persons named in the accompanying
Proxy to vote such Proxies as in their discretion they
may deem advisable.
Rights of Dissenting Shareholders
Dissenting shareholders do not have any rights of
appraisal with respect to the proposals to which this
Proxy Statement relates. Any negative vote with respect
to any specific proposal, will, of course, be duly noted
and recorded in the computation to determine whether
majority approval has been obtained.
By Order of the Board of Directors
President
Melville, New York
May , 1998
PROXY CARD
AN-CON GENETICS, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Andrew Makrides
and Delton Cunningham each with the power to
appoint his or her substitutes, and hereby authorizes
them to represent and to vote, as designated above,
all the shares of common stock of An-Con Genetics,
Inc. held of record by the undersigned on May 31,
1998, at the meeting of shareholders to be held on
July ____, 1998 or any adjournment thereof.
In their discretion the proxies are authorized to
vote upon such other business as may properly
come before the meeting. This proxy, when
properly executed will be voted in the manner
directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted
FOR Proposals 1, 2 and 3. Please sign exactly as
your name appears on the reverse side. When
shares are held by joint tenants, both should
sign.*
*When signing as attorney, as executor,
administrator, trustee or guardian, please give full
title as such. If shareholder is a corporation, please
sign in full corporate name by President or other
authorized officer. If shareholders is a partnership,
please sign in partnership name by authorized
person.
(To Be Signed on Reverse Side.)
FRONT OF CARD
<PAGE>
PROXY CARD
AN-CON GENETICS, INC.
A Please mark your
votes as in this
example.
Vote For
Against
Withhold
1. Proposal to increase
the authorized
capitalization from
15,000,000 shares
par value $.001 to
60,000,000 shares,
par value $.001 of
which 50,000,000
shares shall be
common Stock, par
value $.001 per
share.
2. Proposal to change
the name of the
Corporation to
Bovie Medical
Corporation.
1. Proposal to ratify
the Company s 1998
Non-Statutory
Stock Purchase and
Option Plan.
____
SIGNATURE(S) _____________________________
DATE __________________
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator
trustee or guardian, please give full title as such.
BACK OF CARD
