<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
PERFECTDATA CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
PERFECTDATA CORPORATION
110 WEST EASY STREET
SIMI VALLEY, CALIFORNIA 93065
(805) 581-4000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 23, 1999
To the Shareholders of PERFECTDATA CORPORATION:
You are cordially invited to attend the Annual Meeting of the
Shareholders of PerfectData Corporation, a California corporation (the
"Company"), which will be held at the offices of Flamemaster Corporation at
11120 Sherman Way, Sun Valley, CA 91352 at 10:00 a.m. Pacific Standard Time,
on September 23, 1999, to consider and act upon the following matters, all as
more fully described in the accompanying Proxy Statement which is
incorporated herein by this reference:
1. To elect a board of three (3) directors to serve until the next annual
meeting of the Company's shareholders and until their successors have
been elected and qualify;
2. To ratify the selection of Beckman, Kirkland & Whitney as independent
accountants for the Company for the fiscal year ending March 31, 2000;
and,
3. To transact such other business incident to the conduct of the meeting
or any adjournment thereof.
Shareholders of record of the Company's common stock at the close of
business on July 29, 1999, the record date fixed by the Board, are entitled
to notice of, and to vote at, the meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY
SHAREHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT ANY TIME BEFORE IT IS
VOTED.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph Mazin
President
Simi Valley, California
July 12, 1999
<PAGE>
PERFECTDATA CORPORATION
110 WEST EASY STREET
SIMI VALLEY, CALIFORNIA 93065
PROXY STATEMENT
---------------
Approximate date proxy material first sent to shareholders:
August 23, 1999
The following information is provided in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of PerfectData
Corporation (the "Company") to be held on September 23, 1999, and
adjournments thereof (the "Meeting"), for the purposes stated in the Notice
of Annual Meeting of Shareholders preceding this Proxy Statement.
SOLICITATION AND REVOCATION OF PROXIES
A form of proxy is being furnished by the Company to each shareholder,
and, in each case, is solicited on behalf of the Board of the Company for use
at the Meeting. The entire cost of soliciting these proxies will be borne by
the Company. The Company may pay persons holding shares in their names or
the names of their nominees for the benefit of others, such as brokerage
firms, banks, depositaries and other fiduciaries, for costs incurred in
forwarding soliciting material to their principals. Members of the
management of the Company may solicit some shareholders in person, or by
telephone or by telegraph, following solicitations of this Proxy Statement,
but will not be separately compensated for such services.
Proxies duly executed and returned by shareholders and received by the
Company before the Meeting will be voted (a) FOR the election of all three
(3) of the nominee-directors specified herein; (b) FOR the ratification of
the selection of Beckman, Kirkland & Whitney as the Company's independent
accountants for fiscal year 2000, unless a contrary choice is specified.
Where a specification is indicated as provided in the proxy, the shares
represented by the proxy will be voted and cast in accordance with the
specification made. As to other matters, if any, to be voted upon, the
person designated as proxy will take such actions as he, in his discretion,
may deem advisable. The person named as proxy was selected by the Board of
the Company and is an officer of the Company.
Your execution of the enclosed proxy will not affect your rights as a
shareholder to attend the Meeting and to vote in person. Any shareholder
giving a proxy has a right to revoke it at any time by either (a) a
later-dated proxy, (b) a written revocation sent to and received by the
Secretary of the Company prior to the Meeting, or (c) attendance at the
Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock, of which 3,192,306 shares
were outstanding as of the close of business on July 29, 1999 (the "Record
Date"). Only shareholders of record on the books of the Company at the close
of business on the Record Date will be entitled to vote at the Meeting. Each
shareholder of common stock is entitled to one vote for each share of
2
<PAGE>
stock held by him, except that in the election of directors, each shareholder
has cumulative voting rights. Voting on all matters, other than the election
of directors, submitted for approval by the shareholders at this Meeting will
be on a noncumulative basis.
The Company's transfer agent will act as Tabulator for votes cast by
proxy. Votes cast in person at the Annual Meeting will be tabulated by the
Inspector of Election appointed for the meeting. Representation at the
Meeting by the holders of more than 33-1/3% of the outstanding shares of
common stock of the Company, either by personal attendance or by proxy, will
constitute a quorum.
The following table sets forth, as of June 30, 1999, information
concerning (a) beneficial ownership of voting securities (only common stock)
of the Company by the persons who are known by the Company to own
beneficially more than 5% of the Company's common stock, and (b) beneficial
ownership of the Company's common stock by all directors and officers of the
Company as a group:
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Title of Name and Address Beneficial of
Class of Beneficial Owner Ownership (1) Class(2)
- -------- -------------------- ------------- --------
<S> <C> <C> <C>
(a) More than
5% Share-
holdings
Common
Stock Joseph Mazin 917,697(3)(4)(5) 28.0
110 West Easy Street (6)(7)
Simi Valley, CA 93065
Flamemaster Corporation 613,497 19.2
11120 Sherman Way
Sun Valley, CA 91252
Leland P. Polak and 316,000 9.9
Mark E. Polak
11494 Burbank Blvd.
North Hollywood, CA 91601
William R. Woodward 213,349 6.7
Successor &
Special Trustee
Richard M. Drysdale Trust
116 26th Street
Santa Monica, CA 90402
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Title of Name and Address Beneficial of
Class of Beneficial Owner Ownership (1) Class(2)
<S> <C> <C> <C>
- -------- -------------------- ------------- --------
(b) Directors and Officers
Common
Stock All directors and 946,297(3)(4)(5) 28.7
officers as a group (6)(7)(8)
(4 in number)
</TABLE>
- -------
(1) All shares are owned directly by the owner named in the table, except as
otherwise indicated in a footnote below.
(2) Percentages are based on the number of shares of common stock
outstanding on June 30, 1999. There were 3,192,306 shares of common
stock outstanding on June 30, 1999.
(3) Includes 613,497 shares owned by Flamemaster Corporation for which Mr.
Mazin has voting power as President, Chairman and CEO of Flamemaster
Corporation.
(4) Includes 37,700 shares owned by the Flamemaster Employees' Profit
Sharing Plan for which Mr. Mazin is the fiduciary.
(5) Includes 30,500 shares owned by Altius Investment Corporation for which
Mr. Mazin has shared voting power as Chairman of the Board of Altius
Investment Corporation.
(6) Includes 25,000 shares which are covered by a stock option which was
granted June 28, 1993, and which is exercisable at any time on or
before June 28, 2003. Percentage of interest includes these shares.
(7) Includes 65,000 shares which are covered by a stock option which was
granted November 24, 1993, and which is exercisable at any time on or
before November 24, 2003. Percentage of interest includes these shares.
(8) Includes 10,000 shares which are covered by a stock option which was
granted July 20, 1995, and which is exercisable at any time on or before
July 20, 2005 Percentage of interest includes these shares.
NOMINATION AND ELECTION OF DIRECTORS
The Company's last annual meeting of shareholders was held on January
11, 1996, at which time Joseph Mazin, Bruce D. Stuart, Tracie Savage and
Gerald W. Chamales were duly elected to serve as directors of the Company
until the next annual meeting of shareholders and until their successors are
elected and qualify. Mr. Stuart resigned as a director July 1, 1997. On
July 24, 1997, Ronald M. Chodorow was elected to the Board to fill Mr.
Stuart's position. On
4
<PAGE>
September 30, 1997, the Board received the resignation of Gerald W. Chamales.
His position has not been filled.
The Company's By-laws provide that the authorized number of directors be
not less than three and not more than five, with the exact number to be
determined by the Board of Directors. At the Board meeting held on December
1, 1998, the Board adopted a resolution setting the number of directors as
three.
The Company's directors are to be elected at each annual meeting of
shareholders. At this Meeting, three directors, making up the entire
membership of the Board of the Company as now authorized, are to be elected
to serve until the next annual meeting of shareholders and until their
successors are elected and qualify. The nominees for election as directors
at this Meeting are set forth in the table below and are all recommended by
management of the Company. Each of the nominees has consented to serve as a
director if elected.
In the event that any of the nominees for director should become unable
to serve if elected, it is intended that shares represented by proxies which
are executed and returned will be voted for such substitute nominee(s) as may
be recommended by the Company's existing Board.
The three nominee-directors receiving the highest number of votes cast
at the Meeting will be elected as the Company's directors to serve until the
next annual meeting of shareholders and until their successors are elected
and qualify. Subject to certain exceptions specified below, shareholders of
record on the Record Date are entitled to cumulate their votes in the
election of the Company's directors (i.e., they are entitled to the number of
votes as determined by multiplying the number of shares held by them times
the number of directors to be elected) and may cast all of their votes so
determined for one person, or spread their votes among two or more persons as
they see fit. No shareholder shall be entitled to cumulate votes for a given
candidate for director unless such candidate's name has been placed in
nomination prior to the vote and the shareholder has given notice at the
Meeting, prior to the voting, of the shareholder's intention to cumulate
his/her votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination.
Discretionary authority to cumulate votes is hereby solicited by the Board.
The following table lists the nominees for election as directors and
shows certain information concerning each nominee, including the number of
shares of common stock of the Company beneficially owned, directly or
indirectly, by such nominee as of June 30, 1999:
5
<PAGE>
<TABLE>
<CAPTION>
Principal Director No. of Percent
Nominee (1) Occupation Age Since Shares (2) of Class
- ----------- ------------ ----- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Joseph Mazin President, 52 1993 917,697(3)(4)(5) 28.0
Chief Execu- (6)(7)
tive Officer
and Chairman
of the Board
PerfectData
Corporation;
President,
Chief Execu-
tive Officer
and Chairman
of the Board
Flamemaster
Corporation.
Tracie Co-anchor 36 1995 10,100(8) (9)
Savage and General
Assignment
Reporter
NBC
Los Angeles
Ronald M. President 58 1997 17,500 (9)
Chodorow Ronald M.
Chodorow &
Associates,
Inc. Accountants
And Tax
Consultants
</TABLE>
- -------
(1) The Company does not have a Nominating Committee of the Board.
Management's nominees for election as directors at the meeting were
selected by the Board of the Company and are all present directors of
the Company.
(2) All shares are owned directly by the director named in the table except
as otherwise indicated in a footnote below.
(3) Includes 613,497 shares owned by Flamemaster Corporation for which Mr.
Mazin has voting power as President, Chairman and CEO of Flamemaster
Corporation.
(4) Includes 37,700 shares owned by the Flamemaster Employees' Profit
Sharing Plan for which Mr. Mazin is the fiduciary.
6
<PAGE>
- -------
(5) Includes 30,500 shares owned by Altius Investment Corporaation for which
Mr. Mazin has shared voting power as Chairman of the Board of Altius
Investment Corporation.
(6) Includes 25,000 shares which are covered by stock options which were
granted June 28, 1993, and which are exercisable at any time on or
before June 28, 2003. Percentage of interest includes these shares.
(7) Includes 65,000 shares which are covered by a stock option which was
granted November 24, 1993, and which is exercisable at any time on or
before November 24, 2003. Percentage of interest includes these shares.
(8) Includes 10,000 shares which are covered by a stock option which was
granted July 20, 1995, and which is exercisable at any time on or before
July 20, 2005. Percentage of interest includes these shares.
(9) Represents less than 1%.
Mr. Joseph Mazin was appointed in June 1993 to be a Director of the
Company by the unanimous consent of the Board. Mr. Mazin was appointed
Chairman, President and Chief Executive Officer of the Company in October
1993. He is the Chairman of the Board, President and Chief Executive
Officer of Flamemaster Corporation, a publicly traded specialty chemicals
manufacturer. Mr. Mazin has held this position for more than five years. He
previously served as Chairman of the Board of Altius Corporation, a former
manufacturer of industrial steel products.
Ms. Tracie Savage was appointed in July 1995 to be a Director of the
Company by the unanimous consent of the Board. She joined NBC-TV Los
Angeles, a Television Subsidiary of National Broadcasting Company, Inc. in
March of 1994. Ms. Savage is the co-anchor of NBC 4's "Today in LA: Weekend"
and also serves as a general assignment reporter for the "Channel 4 News".
From 1991 to 1994 she was a general assignment reporter for the independent
Los Angeles station, KCAL. Ms. Savage has been in broadcast journalism for
ten years and has been the recipient of numerous awards and honors in her
field.
Mr. Ronald M. Chodorow was appointed in July 1997 to be a Director of
the Company by unanimous consent of the Board. Mr. Chodorow is an accountant
and has been in Public Accounting since 1966. In 1978 he opened his own
practice and is the president of Ronald M. Chodorow & Associates, Inc.,
Accountants and Tax Consultants. Mr. Chodorow has sat on the Board of
Directors of many small corporations (non-publicly listed companies).
There were four meetings of the Board held during the last fiscal year
of the Company. The Company's Audit and Compensation Committees were
established on April 3, 1985 and no meetings were held during the Company's
last fiscal year. Both committees consist of Tracie Savage and Ronald M.
Chodorow. The Board does consider nominees for election as director
recommended by shareholders although no names have ever been submitted.
Shareholders may make such recommendations by submitting them in writing to
the Board of Directors of the Company at the address of the Company set forth
on the first page of this Proxy Statement. Recommendations must be received
by the Board of Directors no later than May 1, 2000.
Directors of the Company are elected annually. The present term of
office of each director will expire at the next annual meeting of
shareholders of the Company or at such time as his successor is duly elected
and qualified.
7
<PAGE>
TRANSACTIONS WITH MANAGEMENT
Mr. Mazin, President and Chief Executive Officer of the Registrant, is
also President and Chief Executive Officer of Flamemaster Corporation, a
publicly traded specialty chemicals manufacturer. Flamemaster Corporation
has acted, in the normal course of its business, as a manufacturer of certain
products for the Company. For the fiscal year ended March 31, 1999, sales of
products to the Company approximated $4,816.
REMUNERATION OF OFFICERS AND DIRECTORS AND OTHER INFORMATION
The following table provides certain summary information concerning the
compensation earned for services rendered in all capacities to the Company
during each of the last three fiscal years by the Company's Chief Executive
Officer. No other executive officer of the Company earned in excess of
$100,000:
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
<TABLE>
<CAPTION>
Name and
Principal Position Year Salary($) (1)
- ------------------ ---- -------------
<S> <C> <C>
Joseph Mazin 1999 $60,023
President, Chief 1998 61,317
Executive Officer and 1997 63,365
Chairman of the Board
</TABLE>
(1) There are no employment agreements or contracts between the
Company and Joseph Mazin.
1985 EMPLOYEE STOCK OPTION PLAN
In January 1985, the Board of Directors of the Company established the
Company's 1985 Employee Stock Option Plan (the "1985 Plan"). In November
1985, the shareholders of the Company approved the Plan. The Board of
Directors voted to extend the term of the plan by twelve months thereby
making the new expiration date December 31, 1996. The 1985 Plan, provided
for the grant of both non-qualified stock options and incentive stock options
to officers and other key employees of the Company and for the grant of
non-qualified stock options to non-employee Directors of the Company. The
1985 Plan covers an aggregate of 500,000 shares of Common Stock. At March
31, 1999, options covering a total of 103,000 shares of Common Stock were
outstanding at an average exercise price of $ .9945 per share. Options
covering a total of 290,250 shares of the Company's Common Stock have been
cancelled through March 31, 1999. A total of 286,250 shares of Common Stock
have been issued upon the exercise of options granted under the 1985 Plan.
The 1985 Plan is administered by the Board of Directors of the Company. The
exercise price of options granted must not be less than 100% of the fair
market price of the
8
<PAGE>
Common Stock of the Company on the date of grant. The rate at which options
granted under the 1985 Plan will be exercisable shall be determined by the
Board of Directors at the time of the grant of the option, provided that the
option may become exercisable in full no faster than annually over a two-year
period and no slower than annually over a five-year period. Options which
have been granted under the 1985 Plan are exercisable annually with respect
to 25% of the total number of shares covered by the option. Options may not
be exercised after the expiration of ten years from the date of grant, are
non-transferable, other than by will or inheritance, and may be exercised
only while an optionee is employed by the Company, except that an option may
provide that it will be wholly or partially exercisable (a) within three
months after an optionee's termination of employment for any reason other
than cause, (b) within one year after an optionee's termination of
employment, if such employment is terminated by reason of the optionee's
death or permanent disability or if the optionee dies or becomes permanently
disabled within three months after the termination of the optionee's
employment, and (c) within thirty days after the termination of an optionee's
employment for cause. The termination of a non-employee Director's
employment is deemed to occur on the termination of his status as a Director
of the Company.
OPTION GRANTS, EXERCISES AND HOLDINGS
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
No stock options or stock appreciation rights (Scars) were granted to
the Company's Chief Executive Officer named in the Summary Compensation Table
during the fiscal year ended March 31, 1999.
The following table provides certain summary information concerning the
exercise of options during the 1999 fiscal year and unexercisable options
held as of the end of the 1999 fiscal year by the Chief Executive Officer
named in the Summary Compensation Table:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value
Number of Un-
of Un- exercised
exercised In-the-
Shares Options Money
Acquired Held Options
on Value at Fiscal at
Name Exercise Realized Year End FY-End(2)
(#) ($) (#)
<S> <C> <C> <C> <C>
Joseph Mazin - - 90,000(1) $ --
</TABLE>
(1) As of March 31, 1999, all 90,000 options were exercisable.
(2) Such value is based upon the market value of the Company's Common Stock
as of March 31, 1999, less the exercise price payable per share under
such options.
9
<PAGE>
DIRECTOR COMPENSATION
No director receives cash compensation from the Company for services
provided as a director. Non-employee directors may be granted non-qualified
stock options as provided for under the Company's 1985 Employee Stock Option
Plan ("1985 Plan"). During the fiscal year ended March 31, 1999, no new
options were granted to non-employee directors of the Company.
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
By the selection of the Company's Board, the accounting firm of Beckman,
Kirkland & Whitney, certified public accountants, has served, and continues
to serve the Company as its auditors since its most recent Annual Meeting of
Shareholders. The Board has again selected Beckman, Kirkland & Whitney to
serve as the Company's independent accountants for the fiscal year ending
March 31, 2000. The matter is not required to be submitted for shareholder
approval, but the Board has elected to seek ratification of its selection of
the independent accountants by the affirmative vote of a majority of the
shares of common stock represented and voted at the Meeting.
If the selection of Beckman, Kirkland & Whitney is not ratified by the
shareholders, the Board will select other independent accountants for the
fiscal year ending March 31, 2000, and will not seek shareholder ratification
of its choice.
A representative of Beckman, Kirkland & Whitney is expected to be
present at the Meeting and will have an opportunity to make a statement if he
desires and will be available to respond to appropriate questions from the
shareholders.
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF
BECKMAN, KIRKLAND & WHITNEY AS THE INDEPENDENT ACCOUNTANTS FOR THE COMPANY
FOR THE FISCAL YEAR ENDING MARCH 31, 2000. PROXIES RETURNED TO THE COMPANY
WILL BE VOTED FOR THE RATIFICATION OF THE SELECTION OF BECKMAN, KIRKLAND &
WHITNEY UNLESS OTHERWISE INSTRUCTED.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for action at the next Annual
Meeting should submit their proposals in writing to the Secretary of the
Company at the address of the Company set forth on the first page of this
Proxy Statement. Shareholder proposals submitted for inclusion in the
Company's Proxy Statement and form of proxy relating to the company's 2000
Annual Meeting (a) must be received by the Secretary no later than May 1,
2000 for inclusion in next year's proxy statement and proxy card, and (b)
must satisfy the applicable conditions established by the Securities and
Exchange Commission for shareholder proposals.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders of the Company for the fiscal year
ended March 31, 1999, including audited financial statements, has been mailed
to the shareholders concurrently herewith, but such report is not
incorporated in this Proxy Statement and is not deemed to be a part of the
proxy solicitation material.
10
<PAGE>
OTHER MATTERS
The Management of the Company does not know of any other matters which
are to be presented for action at the Meeting. Should there be any other
business incident to the conduct of the Meeting or any adjournment thereof,
the person named in the enclosed proxy will have the discretionary authority
to vote all proxies received with respect to such matter in accordance with
his judgment.
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (EXCLUSIVE OF EXHIBITS), WILL BE FURNISHED
WITHOUT CHARGE TO ANY PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED
UPON WRITTEN REQUEST TO THE COMPANY'S SECRETARY AT PERFECTDATA CORPORATION,
110 WEST EASY STREET, SIMI VALLEY, CALIFORNIA 93065. IF EXHIBIT COPIES ARE
REQUESTED, A COPYING CHARGE OF $.35 PER PAGE WILL BE MADE.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph Mazin
President
Simi Valley, California
July 12, 1999
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN, AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION WILL BE APPRECIATED.
The Proxy Statement herein may contain or identify a forward-looking
statement. These statements are based on a number of assumptions and
estimates which are inherently subject to uncertainty and contingencies, many
of which are beyond the control of the Company and reflect future business
decisions which are subject to change.
11
<PAGE>
PROXY
PERFECTDATA CORPORATION
110 West Easy Street
Simi Valley, California 93065
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph Mazin as Proxy, with the powers
the undersigned would possess if personally present, and with full power of
substitution, to vote as designated on the reverse side, all the shares of
common Stock of PerfectData Corporation (the "Company") held of record by the
undersigned on July 29, 1999 at the Annual Meeting of Shareholders to be held
on September 23, 1999 and any adjournments thereof.
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 PROPOSAL 2 AND FOR THE ELECTION OF THE NOMINEES FOR
DIRECTORS LISTED IN PROPOSAL 1.
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
NOMINEES: Joseph Mazin, Tracie Savage and Ronald M. Chodorow
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
________________________________________________________________
2. Ratification of selection of Beckman, Kirkland & Whitney as the
Independent Accountants for the Company.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
3. In his discretion, the Proxy is authorized to vote upon such other
business incident to the conduct of the meeting.
<PAGE>
Please sign exactly as name appears to
the left. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated:____________________________________
__________________________________________
Signature
__________________________________________
Signature if held jointly
