SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ARIZONA INSTRUMENT 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>
[LOGO]
4114 East Wood Street
Phoenix, Arizona 85040
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held February 5, 1999
TO THE STOCKHOLDERS:
A Special Meeting of the Stockholders of Arizona Instrument Corporation, a
Delaware corporation (the "Company"), will be held on February 5, 1999 at 2:00
p.m. local time, at the corporate offices of the Company, 4114 East Wood Street,
Phoenix, Arizona, for the following purposes:
(1) To consider and approve an amendment to the Company's Certificate of
Incorporation authorizing a reverse stock split of the Company's common stock,
par value $.01 per share, at a ratio yet to be determined, but not more than
five to one; and
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on December 24, 1998
are entitled to notice of and to vote at the Meeting and at any adjournment or
postponement thereof. Shares can be voted at the Meeting only if the holder is
present or represented by proxy. A list of stockholders entitled to vote at the
Meeting will be open for inspection at the Company's corporate headquarters for
any purpose germane to the meeting during ordinary business hours for 10 days
prior to the meeting.
All stockholders are cordially invited to attend the Meeting in person.
Sincerely,
Linda J. Shepherd
Secretary
Phoenix, Arizona
January ____, 1999
- --------------------------------------------------------------------------------
IMPORTANT: IT IS IMPORTANT THAT YOUR STOCKHOLDINGS BE REPRESENTED AT THIS
MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
ARIZONA INSTRUMENT CORPORATION
4114 East Wood Street
Phoenix, Arizona 85040
--------------
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held February 5, 1999
-------------------------------
SOLICITATION, EXECUTION AND REVOCATION OF PROXIES
Proxies in the accompanying form are solicited on behalf, and at the
direction, of the Board of Directors of Arizona Instrument Corporation, a
Delaware corporation (the "Company") for use at the Special Meeting of
Stockholders to be held on February 5, 1999 or any adjournment thereof. All
shares represented by properly executed proxies, unless such proxies have
previously been revoked, will be voted in accordance with the direction on the
proxies. If no direction is indicated, the shares will be voted in favor of the
proposals to be acted upon at the Special Meeting. The Board of Directors is not
aware of any other matter which may come before the Special Meeting. If any
other matters are properly presented at the meeting for action, including a
question of adjourning the Special Meeting from time to time, the persons named
in the proxies and acting thereunder will have discretion to vote on such
matters in accordance with their best judgment.
When stock is in the name of more than one person, the proxy is valid if
signed by any of such persons unless the Company receives written notice to the
contrary. If the stockholder is a corporation, the proxy should be signed in the
name of such corporation by an executive or other authorized officer. If signed
as attorney, executor, administrator, trustee, guardian or in any other
representative capacity, the signer's full title should be given and, if not
previously furnished, a certificate or other evidence of appointment should be
furnished.
This Proxy Statement and the form of proxy which is enclosed are being
mailed to the Company's stockholders commencing on or about January 8, 1999.
A stockholder executing and returning a proxy has the power to revoke it at
any time before it is voted. A stockholder who wishes to revoke a proxy can do
so by executing a later-dated proxy relating to the same shares and delivering
it to the Secretary of the Company prior to the vote at the Special Meeting, by
written noti to the vote at the Special Meeting or by appearing in person at the
Special Meeting, filing a written notice of revocation and voting in person the
shares to which the proxy relates.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by the directors, officers and regular
employees of the Company. Such persons will receive no additional compensation
for such services. Arrangements will also be made with certain brokerage firms
and certain other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of the Company's common stock,
par value $.01 per share (the "Common Stock") held of record by such persons,
and such brokers, custodians, nominees and fiduciaries will be reimbursed for
their reasonable out-of-pocket expenses incurred in connection therewith. In
addition, the Company intends to engage ChaseMellon Shareholder Services to aid
in the solicitation of proxies, for whose services the Company will pay a fee
estimated at $5,500, plus expenses. All expenses incurred in connection with
this solicitation will be borne by the Company.
The mailing address of the principal corporate office of the Company is
4114 East Wood Street, Phoenix, Arizona 85040.
-2-
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on December 24, 1998
(the "Record Date") will be entitled to vote at the meeting. On the Record Date,
there were issued and outstanding 6,862,523 shares of Common Stock. Each holder
of Common Stock is entitled to one vote, exercisable in person or by proxy, for
each share of the Company's Common Stock held of record on the Record Date. The
presence of a majority of the shares of Common Stock entitled to vote, in person
or by proxy, is required to constitute a quorum for the conduct of business at
the Special Meeting. The Inspector of Election appointed by the Chairman of the
Board of Directors shall determine the shares represented at the Meeting and the
validity of proxies and ballots and shall count proxies and ballots. The
affirmative vote of at least a majority of the shares entitled to vote at the
meeting is required for approval of the Proposal authorizing the reverse stock
split.
Abstentions and broker non-votes are each included in the determination of
the number of shares present for quorum purposes. Because abstentions represent
shares entitled to vote, the effect of an abstention will be the same as a vote
cast against a proposal. A broker non-vote, on the other hand, will not be
regarded as representing a share entitled to vote on the proposal and,
accordingly, will have no effect on the voting for such proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock at December 24, 1998 with respect to (i)
each director of the Company, (ii) certain executive officers of the Company,
(iii) all directors and executive officers as a group, and (iv) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Company's Common Stock:
SHARES OF COMMON STOCK BENEFICIALLY OWNED (1)
Number Percent
Name and Address (2) of Shares of Total
- -------------------- --------- --------
George G. Hays (3) 167,000 2%
Walfred R. Raisanen (3) 216,400 3.2%
S. Thomas Emerson (3) 47,500 (4)
Harold D. Schwartz (3) 171,850 2.5%
Steven G. Zylstra (3) 15,600 (4)
All directors and executive 621,753 9.1%
officers as a group (3)(5)
(6 persons)
- ----------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares which may be acquired upon exercise of stock option which are
currently exercisable or which become exercisable within 60 days of the
date of the table are deemed beneficially owned by the optionee. Except as
indicated by footnote, and subject to community property laws where
applicable, the persons or entities named in the table above have sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2) Unless otherwise indicated, the beneficial owner's address is: c/o the
Company, 4114 East Wood Street, Phoenix, Arizona 85040.
-3-
<PAGE>
(3) Includes shares issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days of December 24, 1998 as
applicable for each of the following individuals:
Hays 165,000 shares
Raisanen 60,000 shares
Emerson 27,500 shares
Schwartz 10,000 shares
Zylstra 15,000 shares
(4) Less than one percent.
(5) Includes 3,000 shares issuable upon exercise of options (in addition to
shares issuable upon exercise of options indicated in note 3).
PROPOSAL
AMENDMENT OF CERTIFICATE OF INCORPORATION
AUTHORIZING REVERSE STOCK SPLIT
The Board of Directors of the Company has unanimously approved, and is
hereby seeking and recommending stockholder approval of, an amendment, in the
form of Exhibit "A" attached to this Proxy Statement (the "Amendment"), to the
Company's Certificate of Incorporation, as amended to date (the "Certificate")
effecting a reverse stock split with respect to all issued and outstanding
shares of Common Stock. As a result of the reverse stock split (the "Reverse
Split"), each share of issued and outstanding Common Stock, including all shares
reserved for options and warrants ("Old Common Stock") as of the time of filing
of the Amendment with the Delaware Secretary of State (the "Effective Date")
would be automatically converted into a lesser number of shares of Common Stock
("New Common Stock"). The exchange ratio of Old Common Stock for New Common
Stock will be determined by the Board of Directors following approval of this
Proposal based on the Board of Directors' analysis of market conditions. In no
event, however, will the exchange ratio be greater than five shares of Old
Common Stock to one share of New Common Stock.
The Certificate provides for 10,000,000 authorized shares of Common Stock,
par value $.01 per share, 6,862,523 of which were issued and outstanding as of
the Record Date, and 1,000,000 shares of Preferred Stock, par value $.01 per
share (the "Preferred Stock") of which no shares were issued and outstanding as
of the Record Date.
In order to effect the Reverse Split, the stockholders are being asked to
approve the Amendment. The Board of Directors of the Company believes that the
Reverse Split is in the best interests of both the Company and its stockholders.
REASONS FOR THE REVERSE SPLIT
The principal reason for the Reverse Split is the desire to remain eligible
for listing on The Nasdaq SmallCap Market. On September 8, 1998, the Company
received a notice from the Nasdaq Stock Market, Inc. ("Nasdaq") informing the
Company that the Company's stock was not in compliance with the Nasdaq
requirement that companies listed on The Nasdaq SmallCap Market maintain a
closing bid price greater than or equal to $1.00 per share. Under the
requirement, listed companies that do not maintain a minimum bid price at or
above $1.00 for at least 10 consecutive trading days in a 90 day period are
removed from the Nasdaq system. Shares of delisted companies are traded in the
over-the-counter market on an electronic bulletin board commonly referred to as
the "pink sheets." It is generally believed that "pink sheet stocks" are subject
to more fluctuations in price and are less liquid in trading than listed stocks.
As of December 8, 1998 (90 days from the date of the original notice), the
Company's securities were not in compliance with the Nasdaq minimum bid
requirement and became subject to delisting.
-4-
<PAGE>
The closing prices of the Common Stock on the following dates were as
follows:
Date Closing Price
---- -------------
December 18, 1998 $ .750
September 30, 1998 $ .563
June 30, 1998 $1.094
March 31, 1998 $1.406
December 31, 1997 $ .906
At the request of the Company, Nasdaq has stayed any action to delist the
Company's securities pending a hearing on delisting. The Board of Directors
believes continued listing on Nasdaq is in the best interests of the Company and
the stockholders and proposes this Reverse Split to increase the market value
per share of the Company's Common Stock (assuming a proportionate change in
stock price) to meet the $1.00 per share minimum bid price prior to the hearing.
The Board of Directors of the Company recommends a vote in favor of the
proposed Reverse Split because it believes continued listing on Nasdaq is in the
best interests of the Company and the stockholders. The Board of Directors
believe that if the Company's Stock were traded on the pink sheets, it would
become more difficult to obtain accurate quotations as to the price of the
Common Stock, hindering trading of the shares. In addition, willingness of
brokers to trade the delisted shares may be adversely effected by the fact
delisted stocks are subject to "penny-stock" rules that impose additional sales
practice requirements on broker-dealers and because many brokerage houses have
policies and commission structures that tend to discourage brokers from dealing
in lower priced stocks.
The Board of Directors of the Company reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, to decide
not to proceed with the Reverse Split if at any time prior to its effectiveness
it determines, in its sole discretion, that the Reverse Split is no longer in
the best interests of the Company and its stockholders.
EFFECTS OF REVERSE SPLIT
If effected, the Reverse Split would reduce the number of outstanding
shares of the Company's Common Stock in a ratio of not more than five-to-one.
The Reverse Split would have no effect on the number or par value of authorized
shares of the Company's Common Stock or Preferred Stock.
All outstanding options, warrants, rights and convertible securities that
include provisions for adjustments in the number of shares covered thereby, and
the exercise or conversion price thereof, automatically would be appropriately
adjusted for the Reverse Split on the Effective Date.
With exception of the adjustments for those stockholders who would receive
cash in lieu of fractional shares, the Reverse Split will not effect any
stockholder's proportionate equity interest in the Company in relation to the
other stockholders or the rights, preference, privileges or priorities of any
stockholder. However, because the number of shares of authorized stock that the
Company is authorized to issue will not be decreased in the proportions of the
outstanding and issued shares, the number of shares which are authorized but
unissued, and the potential percentage of the ownership of the Company
represented by such authorized but unissued shares, will effectively be
increased. In this way, the Reverse Split could result in an increase in
possible dilution to present stockholders' percentage of ownership of the New
Common Stock. The Board of Directors has determined that retaining 10,000,000
authorized shares of Common Stock (rather than proportionately reducing the
number of authorized shares) may be more attractive to reduce the future need to
-5-
<PAGE>
authorize additional shares for future issuances of stock to raise capital in
private or public transactions, as well as future possible merger or acquisition
transactions, should opportunities arise. Subject to Nasdaq listing requirements
which may require shareholder approval in certain instances, the Board of
Directors may be able to issue authorized but unissued shares without
shareholder approval. The Company has no plans to issue additional shares of
Common Stock, other than pursuant to outstanding options. As of December 24,
1998, 10,000,000 shares of Common Stock were authorized, 6,862,523 of which were
issued and outstanding.
Dissenting stockholders have no appraisal rights under Delaware law or
under the Company's Certificate of Incorporation or Bylaws in connection with
the Reverse Split.
The Reverse Split may result in some stockholders holding odd lots of the
Company's Common Stock (blocks of less than 100 shares). Because broker and
dealers typically charge a higher commission to complete trades in odd lots of
securities, transaction costs may increase for those stockholder who will hold
odd lots after the Reverse Split.
The Board of Directors expects the per share price of the Company's Common
Stock, upon effectiveness of the Reverse Split, to rise above the $1.00 minimum
price bid required by Nasdaq. However, there can be no assurance that such an
increase in price will occur or, if it does occur, that it will equal or exceed
the direct arithmetical result of the Reverse Split as there are numerous
factors and contingencies which could affect the price. In addition, there can
be no assurance that the per share price level of the Common Stock immediately
after the Reverse Split can be maintained for any period of time. There can be
no assurance that the Company will continue to meet the listing requirements of
Nasdaq following the Reverse Split.
MECHANICS OF THE REVERSE SPLIT
If the Reverse Split is approved by the requisite vote of the Company's
stockholders, the Amendment will be filed with the Delaware Secretary of State,
and the Reverse Split will thus be effected unless abandoned by the Board of
Directors. Immediately upon the filing of the Amendment, each share of Old
Common Stock will, automatically and without any action on the part of the
stockholders, be converted into a lesser number of shares of New Common Stock at
a ratio of not more than five-to-one.
As soon as practicable after the Effective Date of the Reverse Split, the
Company will notify all stockholders of record on the date of effectiveness
where and by what means to surrender their stock certificates in exchange for
certificates representing the New Common Stock. After the effective date of the
Reverse Split, each certificate representing shares of the Old Common Stock
will, until surrender and exchanged, be considered evidence of ownership of the
whole number of shares of New Common Stock and a right to receive cash for any
fractional shares. CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE
COMPANY'S TRANSFER AGENT PRIOR TO RECEIPT OF A LETTER OF TRANSMITTAL.
No fractional shares will be issued in the Reverse Split. Rather, if a
stockholder, because of the Reverse Split, owns a fractional share of the New
Common Stock, the Company will pay an amount in cash equal to the trading price
of the fractional share as determined by the Nasdaq SmallCap Market listing
price of the share on the day before the Effective Date for the Reverse Split.
Until a stockholder forwards a completed letter of transmittal together
with certificates representing shares of Old Common Stock to the transfer agent
and receives a new certificate, such stockholder's Old Common Stock shall be
deemed equal to the number of whole shares of New Common Stock, and cash in lieu
of fractional shares, to which each stockholder is entitled as a result of the
Reverse Split.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of the material federal income tax consequences
of the Reverse Split to stockholders of the Company. This summary is based on
the provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
the Treasury Department Regulations (the "Regulations") issued pursuant thereto,
-6-
<PAGE>
and published rulings and court decisions in effect as of the date hereof, all
of which are subject to change. This summary does not take into account possible
changes in such laws or interpretations, including amendments to the Code,
applicable statutes, Regulations and proposed Regulations or changes in judicial
or administrative rulings, some of which may have retroactive effect. No
assurance can be given that any such changes will not adversely affect the
discussion of this summary.
The Company believes that the Reverse Split will qualify as a
"recapitalization" under Section 368(a)(1)(E) of the Code and as a
stock-for-stock exchange under Section 1036(a) of the Code. As a result, no gain
or loss will be recognized by the Company or its stockholders in connection with
the Reverse Split, except with respect to any cash received in lieu of
fractional shares. A stockholder who exchanges Old Common Stock solely for New
Common Stock will recognize no gain or loss for federal income tax purposes. A
stockholder's aggregate tax basis in his or her shares of New Common Stock
received from the Company will be the same as his or her aggregate tax basis in
the Old Common Stock exchanged therefor. The holding period of the New Common
Stock surrendered in exchange therefor will include the period for which the
shares of Old Common Stock were held, provided all such Common Stock was held as
a capital asset on the date of the exchange. Each stockholder who receives cash,
if any, in lieu of fractional share of New Common Stock will recognize capital
gain or loss equal to the difference between the amount of cash received and the
stockholder's tax basis allocable to such fractional share.
This summary is provided for general information only and does not purport
to address all aspects of the possible federal income tax consequences of the
Reverse Split and is not intended as tax advice to any person. In particular,
and without limiting the foregoing, this summary does not consider the federal
income tax consequences to stockholders of the Company in light of their
individual investment circumstances or to holders subject to special treatment
under the federal income tax laws (such as life insurance companies, regulated
investment companies and foreign taxpayers). In addition, this summary does not
address any consequence of the Reverse Split under any state, local or foreign
tax laws.
No ruling from the Internal Revenue Service or opinion of counsel has been
or will be obtained regarding the federal income tax consequences to the
stockholders of the Company as a result of the Reverse Split. ACCORDINGLY, TO
CONSULT HIS OR HER TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE
PROPOSED TRANSACTION TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT
OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS. It is the responsibility
of each stockholder to obtain and rely on advice from his or her personal tax
advisor as to: the effect on his or her personal tax situation of the Reverse
Split (including the application and effect of state, local and foreign income
and other tax laws); the effect of possible future legislation and Regulations;
and the reporting of information required in connection with the Reverse Split
on his or her own tax returns. It also will be the responsibility of each
stockholder to prepare and file all appropriate tax returns.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
OTHER MATTERS
The Company knows of no other matters to be submitted at the Special
Meeting. If any other matters properly come before the Special Meeting, it is
the intention of the persons named in the enclosed proxy card to vote the shares
they represent as the Board of Directors may recommend.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's Annual Meeting for the fiscal year ending
December 31, 1998 must have been received by the Company by February 1, 1999 in
order that they may be considered for inclusion in the proxy statement and form
of proxy relating to that meeting. Additionally, if a stockholder wishes to
present to the Company an item for consideration as an agenda item for a
meeting, he must timely give notice to the Secretary and give a brief
description of the business desired to be discussed.
Dated: January __, 1999
-7-
<PAGE>
EXHIBIT A
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ARIZONA INSTRUMENT, INC.
The Certificate of Incorporation of Arizona Instrument, Inc. is hereby
amended as follows:
The first paragraph of Article 5 is deleted, and the following language is
substituted therefor:
AUTHORIZED CAPITAL. The total number of shares of stock which the
Corporation shall have authority to issue is 11,000,000 shares,
consisting of 10,000,000 shares of Common Stock, having a par value of
$0.01 per share (the "Common Stock") and 1,000,000 shares of Preferred
Stock, having a par value of $.01 (the "Preferred Stock").
Upon this amendment of this Article 5, every ( ) issued and
outstanding shares of Common Stock ("Old Common Stock"), shall be
automatically and without any action on the part of the stockholders
converted into and reconstituted as ___ (_) share of Common stock, par
value $0.01 per share ("New Common Stock"), subject to the treatment
of fractional interests as described below. Each holder of a
certificate or certificates which immediately prior to the Amendment
of the Certificate of Incorporation, as amended, becoming effective
pursuant to the General Corporation Law of Delaware (the "Effective
Date"), represented outstanding shares of the Old Common Stock shall
be entitled to receive a certificate for the number of shares of New
Common Stock they own by presenting their old certificate(s) to the
Corporation's transfer agent for cancellation and exchange.
No scrip or fractional certificates will be issued upon such
conversion and reconstitution, and the number of shares of Common
Stock to be issued shall be rounded down to the nearest whole share if
a fractional interest in a share of Common Stock that would, except
for the provisions of the preceding sentence, be deliverable upon such
conversion and reconstitution, the Corporation shall pay an amount in
cash equal to the fair market value of such fractional interest to
each holder of shares of Common Stock to whom such fractional interest
would have been deliverable, measured by the closing price of the
Common Stock on the Nasdaq SmallCap Market as of the date the Reverse
Split is effective. Such cash payment would be made upon surrender to
the Corporation's transfer agent of stock certificates representing a
fractional share interest. The ownership of a fractional interest will
not give the holder thereof any voting, dividend or other rights
except the right to receive payment therefor as described herein.
This amendment does not amend the balance of Article 5, nor any preferred stock
designations heretofore filed, each of which remains in full force and effect
except as they may be adjusted to reflect proportionate changes resulting from
this Amendment.
-8-
<PAGE>
PROXY
ARIZONA INSTRUMENT CORPORATION
4114 EAST WOOD STREET
PHOENIX, ARIZONA 85040
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George G. Hays and Walfred R. Raisanen as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote, as designated below, all the shares of
Common Stock of Arizona Instrument Corporation held of record by the undersigned
on December 24, 1998, at the Annual Meeting of Stockholders to be held on
February 5, 1999 or any adjournment thereof.
Item 1. AMENDMENT OF CERTIFICATE OF INCORPORATION TO EFFECT REVERSE STOCK SPLIT
[ ] FOR
[ ] AGAINST
Item 2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE NOMINEES.
Please sign exactly as name appears below. When shares are held by more
than one owner, all 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 authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: , 1999
------------------
-------------------------------------------
Signature
-------------------------------------------
Signature
NOTE: Please be sure to date this Proxy.
