<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[Amendment No. _____]
Filed by Registrant [X]
Filed by a Party other than Registrant [_]
Check the Appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Materials Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Personal Computer Products, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fees (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-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:
_________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-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 of PCPI]
Dear Stockholder:
The purpose of this letter is to emphasize the importance to you as a Personal
Computer Products, Inc., Stockholder of the successful passage of the measure
detailed in the attached information statement (the "Proposal").
Pursuant to Nasdaq's bylaws companies listed on The Nasdaq SmallCap Market are
required to maintain at least $1,000,000 of capital and surplus and a closing
---
inside bid price - greater than or equal to $1.00 per share. As an alternative,
if the bid price is less than $1.00, the Company may remain listed if it
maintains capital and surplus of at least $2,000,000 and a market value of
public float of at least $1,000,000.
The Company has been informed by Nasdaq that it is not in compliance with the
above minimum bid requirement and if not resolved the Company's stock maybe
delisted from The Nasdaq SmallCap Market.
The Company must obtain immediate long-term and short-term financing in order to
survive and meet corporate objectives, which include Stockholder value and
liquidity. Not being listed on an exchange makes the task of obtaining such
financings more difficult. The Company believes that the best alternative at the
present time is to effect a 1-for-7 reverse stock split. Timely Stockholder
approval of this 1-for-7 reverse stock split offers the Company's best short
term possible solution to satisfy the aforementioned Nasdaq listing
requirements.
Your Board of Directors has evaluated several other alternatives and has
concluded the proposed course of action to be the in the best interests of the
Company and its Stockholders and recommends a VOTE FOR the Proposal.
To avoid the cost and inconvenience to all stockholders associated with a
special stockholders meeting and to attempt to resolve this matter prior to the
next annual meeting of stockholders, PCPI is seeking adoption of the proposal
through the written consent of the stockholders, in accordance with Delaware
corporate law. The Proposal is very important to the Company and its
Stockholders and the vote of a majority of the outstanding shares of Common
Stock by written consent is necessary to constitute a quorum for the Proposal.
Your vote is very important to the future of the Company. Failure of the
Proposal could result in the Company being unable to complete the above-
referenced financings which will have a material adverse effect on the Company
and could result in the inability of the Company to continue as a going concern.
Please review the enclosed information statement carefully, complete and sign
the enclosed card to indicate whether you approve or disapprove of the proposed
corporate action. YOUR RESPONSE SHOULD BE RECEIVED NO LATER THAN THE SEPTEMBER
21, 1995 DEADLINE DESCRIBED IN THE INFORMATION STATEMENT IN ORDER FOR YOUR VOTE
TO BE CONSIDERED; MOREOVER, WE REQUEST THAT YOU RESPOND PROMPTLY SO THAT WE MAY
RESOLVE THIS MATTER AT THE EARLIEST POSSIBLE DATE.
If you have any questions, please contact Ralph Barry at 619-485-8411, extension
251.
Thank you for the confidence you have shown in us.
Sincerely,
Edward W. Savarese
Chairman, President and Chief Executive Officer
<PAGE>
[LOGO OF PCPI]
Personal Computer Products, Inc.
10865 Rancho Bernardo Road
San Diego, CA 92127
(619) 485-8411
INFORMATION STATEMENT
INTRODUCTION
GENERAL INFORMATION FOR STOCKHOLDERS
This information statement is furnished in connection with the request by the
Board of Directors of Personal Computer Products, Inc., a Delaware corporation
("PCPI" or the "Company"), for approval by written consent of the holders of the
Company's Common Stock of a proposal to amend PCPI's Certificate of
Incorporation. This information statement is being first sent to stockholders on
or about August 22, 1995.
Stockholders may state their approval or disapproval of this proposal by so
indicating on the accompanying consent form, and returning the consent form in
the enclosed self addressed, postage paid envelope so that the consent form is
received on or before September 21, 1995. Only the consent forms received on or
before September 21, 1995 will be used by PCPI to determine whether the proposed
actions have received sufficient stockholder approval for adoption. (However,
the Board of Directors has reserved the authority in its sole discretion to
extend the deadline for receipt of consent forms from September 21, 1995 to any
date as allowed under Delaware Law. PCPI will, if and when sufficient
stockholder written consents have been obtained to approve the proposed
amendment, file a Certificate of Amendment of Certificate of Incorporation with
the Delaware Secretary of State; provided, the Certificate of Amendment will in
no event be filed before August 22, 1995.
The cost of this request for approval by written consent will be borne by PCPI.
In addition to solicitation by mail, certain directors, officers and regular
employees of PCPI, without receiving any additional compensation, may solicit
written consent personally or by telephone or telegram. PCPI will reimburse
brokers and other holding stock in their names, or in the names of nominees, for
forwarding written consent material to their principals.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS A REQUEST FOR STOCKHOLDER APPROVAL BY WRITTEN CONSENT. YOU ARE REQUESTED
TO INDICATE WHETHER YOU APPROVE OF THE PROPOSED CORPORATE ACTION ON THE CARD
ENCLOSED FOR THAT PURPOSE, AND TO RETURN THAT CARD TO US.
<PAGE>
ITEM NO. 1
AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO
AUTHORIZE A REVERSE STOCK SPLIT
The proposal is to amend the Articles of Incorporation to effect a 1 for 7
reverse stock split of the Company's Common Stock.
The Proposal would add a paragraph to Section 1 Article FOURTH of the Articles,
providing that upon the filing of the Restated Articles, each 7 issued and
outstanding shares of Common Stock will be automatically converted into one new
share of Common Stock, par value $0.035 (the "New Common Stock"). The number of
authorized shares of the Common Stock will be unaffected by this proposed
amendment. The par value designation of the Common Stock will be changed from
$0.005 per share to $0.035 per share. The rights and privileges of the holders
of Common Stock will be substantially unaffected by this proposed amendment, and
each Stockholder's percentage ownership interest in the Company, proportional
voting power and other rights will remain unchanged by this proposed amendment.
The Company presently is authorized under the Articles to issue 50,000,000 of
Common Stock, and, as of June 30, 1995, 17,428,934 shares of Common Stock were
issued and outstanding. The Reverse Split would reduce the number of issued and
outstanding shares of New Common Stock to approximately 2,489,848. The shares of
Common Stock currently issued and outstanding, together with shares reserved for
issuance pursuant to options, warrants and convertible securities, represent
approximately 45.9% of the Company's authorized Common stock. The Reverse Split
will not affect the Company's retained deficit, and Stockholders' equity will
remain substantially unchanged.
The Company's Common Stock is presently listed and registered on The Nasdaq
SmallCap Market System and the Company would take the appropriate action to list
the post-reverse split New Common Stock of the Company on the Nasdaq exchange.
REASONS FOR THE REVERSE SPLIT. The Board of Directors believes that the Reverse
Split is advisable and in the best interests of the Company and its Stockholders
primarily for the reasons set forth below. The current estimated fair market
value of the Common Stock before giving effect to the Reverse Split is $0.44 per
share. The Reverse Split is intended to establish the market price of the new
Common Stock in a more traditional range for companies of equivalent size (an
estimated $2.18 per share on a post-Reverse Split basis). The Board of Directors
believe that a higher per share market price would make the New Common Stock
more attractive to a broader range of investors and may encourage greater
interest in the New Common Stock by securities analysts. In addition, a minimum
price of $1.00 per share is required for continued trading on The Nasdaq
SmallCap Market, and many institutional investors have guidelines which disfavor
stocks that trade at relatively low prices.
THERE CAN BE NO ASSURANCE THAT THE ESTIMATED MARKET VALUE OF THE NEW COMMON
STOCK AFTER THE REVERSE SPLIT WILL BE 7.0 TIMES THE MARKET VALUE BEFORE THE
REVERSE SPLIT OR THAT ANY OF THE INTENDED CONSEQUENCES OF THE ACTION DESCRIBED
ABOVE WILL MATERIALIZE.
IMPACT ON WARRANTS, CONVERTIBLE SECURITIES AND STOCK OPTION PLANS. As of the
Record Date, the Company had a total of 5,499,460 shares of Common Stock
reserved for issuance under various warrant agreements, convertible securities
agreements and stock option plans. If the Proposal is adopted, the number of
shares and the exercise and/or conversion price will be adjusted appropriately
pursuant to the terms of such agreements and plans.
AMENDMENT TO ARTICLES. If the Proposal is approved, an amendment to the Articles
of the Company will be filed with the Secretary of State of Delaware. Thereupon,
without any further action on the part of the Company or the Stockholders, each
7 shares of Common Stock will be converted into 1 share of New Common Stock. If
the Proposal is approved, it is expected that such filing will take place as
soon after the Meeting as is practicable.
FRACTIONAL SHARES. Fractional shares will be issued to each Stockholder or
applicable.
EXCHANGE OF CERTIFICATES. If the Proposal is adopted, Stockholders will be
required to exchange their stock certificates for new certificates representing
the shares of New Common Stock and for payment in respect of fractional shares.
Stockholders of record on the effective date of the Reverse Split will be
furnished the necessary materials and instructions for the surrender and
exchange of share certificates at the appropriate time by the Company.
Stockholders will not have to pay a transfer fee or other fee in connection with
the exchange of certificates. STOCKHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES
UNTIL REQUESTED TO DO SO.
<PAGE>
The Board of Directors has adopted and approved the Proposal, subject to the
requisite approval by the Company's Stockholders. The affirmative vote of a
majority of the outstanding shares of Common Stock is required to adopt the
Proposal.
The full text of the Proposal is as follows:
The adoption and approval of an amendment to the Articles to add a paragraph
to Section 1, Article FOURTH as follows:
Upon the filing in the Office of the Secretary of the State of Delaware
of the Amended Articles of Incorporation of the corporation whereby this
Section 1, Article FOURTH is amended to read as set forth herein, each
7.0 issued and outstanding shares of Common Stock of the corporation
shall thereby and thereupon be combined into one (1) share of validly
issued, fully paid and nonassessable share of Common Stock of the
corporation. Fractional shares will be issued by reason of this
amendment.
OTHER. The Reverse Split could result in some Stockholders owning "odd lots" of
fewer than 100 shares of New Common Stock. The costs, including brokerage
commissions, of transactions in odd lots, are generally higher than the cost of
transactions in "round lots" of even multiples of 100 shares.
The Company believes that no Stockholder's interest will be completely
eliminated by virtue of the Reverse Split. Except as discussed under the
Proposal, no officer, director, associate or affiliate of the Company would
derive any material benefit from the Reverse Split other than the benefits which
would be enjoyed by any other person holding the same number of shares.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has considered the Proposal and recommends
that the Company's Stockholders adopt the Proposal as set forth in this
information statement.
SHARES AND OWNERSHIP
VOTING SECURITIES
On August 1, 1995 (the "record date" for determination of Stockholders entitled
to notice of and to vote at the Meeting), PCPI had outstanding 17,428,934 shares
of Common Stock, which is the only class of stock entitled to vote at the
Meeting. Each share entitles the holder thereof to one vote on all matters to be
presented at the meeting.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table sets forth the number of shares of equity securities of PCPI
owned beneficially (as determined in accordance with the rules adopted by the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934) for all persons (including any "group") known to PCPI to be the beneficial
owner of more than five percent of any class of voting securities of PCPI as of
June 30, 1995, except as disclosed in the Security Ownership of Management
section below.
<TABLE>
<CAPTION>
Title of Class Name Shares Beneficially Owned Percent of Class
- -------------- ---------- ------------------------- ----------------
<S> <C> <C> <C>
PCPI Common Nippo Ltd. 2,117,197 12.2
</TABLE>
Nippo Ltd., a Japanese corporation ("Nippo"), is located at 5-27-12 Sakae,
Naka-ku, Nagoya, Japan 460.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of equity securities of PCPI
owned beneficially (as determined in accordance with the rules adopted by the
SEC under the Securities Exchange Act of 1934) as of June 30, 1995 by each
director of PCPI, by each executive officer of PCPI who earned more than
$100,000 during fiscal year 1995, and by all directors and executive officers as
a group. In each case, such beneficial ownership includes both sole voting and
sole investment power. Nippo and Dr. Savarese were, to the knowledge of PCPI,
the only persons owning beneficially (as determined in accordance with such
rules) more than 5% of any class of voting securities of PCPI as of such date.
The business addresses of Dr. Savarese, Mr. Berg and Mr. Bonar were the same as
that of the Company. Mr. Roth and Dr. Saal's business addresses are,
respectively, 322 West 57th Street, Apartment 45T, New York, New York 10019, and
4500 Bohannon Drive, Menlo Park, California 94025
<TABLE>
<CAPTION>
Shares
Beneficially Percent of
Title of Class Name Owned Class
- --------------- ------------- ------------ ----------
<S> <C> <C> <C>
PCPI Common Edward W. Savarese 1,171,350(a) 6.4
PCPI Common Irwin Roth 889,400(b) 4.9
PCPI Common Harry J. Saal 530,000(c) 3.0
PCPI Common Gerry B. Berg 485,000(d) 2.7
PCPI Common Brian Bonar 70,000(e) 0.4
PCPI Common All directors and executive
officers as a group (7
persons) 3,310,416(f) 16.8
Shares
Beneficially Percent of
Title of Class Name Owned Class
- --------------- ------------- ------------ ----------
<S> <C> <C> <C>
LPAC Common Edward W. Savarese 127,500(a) 4.1
LPAC Common Irwin Roth 126,500(b) 4.0
LPAC Common Harry J. Saal 76,000(c) 2.5
LPAC Common Gerry B. Berg 102,500(d) 3.3
LPAC Common All directors and executive
officers as a group (7
persons) 433,000(f) 12.6
</TABLE>
(a) Includes options and/or warrants, now exercisable or exercisable within 60
days, to purchase 925,000 shares of PCPI Common Stock, and 127,500 shares of
LPAC Common Stock. Also includes 30,000 shares of PCPI Common Stock owned by
Dr. Savarese's children; Dr. Savarese disclaims beneficial ownership of
those shares.
(b) Includes options and/or warrants, now exercisable or exercisable within 60
days, to purchase 608,335 shares of PCPI Common Stock, and 126,500 shares of
LPAC Common Stock.
(c) Includes options and/or warrants, now exercisable or exercisable within 60
days, to purchase 253,700 shares of PCPI Common Stock, and 76,500 shares of
LPAC Common Stock.
(d) Includes options and/or warrants, now exercisable or exercisable within 60
days, to purchase 272,599 shares of PCPI Common Stock, and 102,500 shares of
LPAC Common Stock.
(e) Includes options and/or warrants, now exercisable or exercisable within 60
days, to purchase 70,000 shares of PCPI Common Stock.
(f) Includes options and/or warrants, now exercisable or exercisable within 60
days, to purchase 2,294,275 shares of PCPI Common Stock, and 433,000 shares
of LPAC Common Stock. Also includes 30,000 shares of PCPI Common Stock owned
by Dr. Savarese's children; Dr. Savarese disclaims beneficial ownership of
those shares.
All percentages in this section were calculated on the basis of outstanding
securities plus securities deemed outstanding pursuant to Instruction 3 to Item
403 of Regulation S-B, under the Securities Exchange Act of 1934.
<PAGE>
OTHER MATTERS
APPRAISAL RIGHTS. The Company is aware of no appraisal rights in connection with
the Proposal provided to dissenting Stockholders under the Company's Articles or
the laws of the State of Delaware, the jurisdiction in which the Company is
incorporated.
INCORPORATION BY REFERENCE. Pursuant to Note D to Schedule 14A of Information
Required in Information Statement, the financial statements required by Item 13
are incorporated by reference from the Company's 10-KSB filed for the year ended
June 30, 1994 and the 10-QSB for the third quarter ended March 31, 1995.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In October 1993, in connection with major Stockholder Nippo, Ltd.'s acquisition
of its 1,000,000 shares of PCPI Common Stock for $1,000,000, PCPI entered into
an International Sales Representative Agreement with Nippo, its exclusive sales
representative of laser printer controllers and laser printer controller
technology with regard to laser printer manufacturers in Japan.
In July and October 1994, Nippo and one of its affiliates loaned PCPI a total of
$686,000 due in one year, at interest rates ranging from 3% to 7%. In January
1995, Nippo and the affiliate converted the notes and accrued interest into
1,117,197 shares of the Company's Common Stock.
OTHER MATTERS. The Company undertakes to provide, without charge, to each person
to whom a information statement is delivered, upon written or oral request of
such person and by first class mail or other equally prompt means within one
business day of receipt of such request, a copy of any and all of the
information that has been incorporated by reference in the information
statement. All requests should be sent to PCPI at its principal executive
offices, 10865 Rancho Bernardo Road, San Diego, California 92127, Attention;
Ralph Barry, (619)485-8411.
BY ORDER OF THE BOARD OF DIRECTORS
Ralph R. Barry
Assistant Secretary
San Diego, California
August 22, 1995
<PAGE>
[LOGO OF PCPI]
Personal Computer Products, Inc.
10865 Rancho Bernardo Road
San Diego, CA 92127
Tel: 619/485-8411
Fax: 619/487-5809
