V BAND CORPORATION
DEF 14A, 1998-04-16
TELEPHONE & TELEGRAPH APPARATUS
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                            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 the Use of the Commission
         Only (as permitted by Rule 14a-6(e)(2))
[   ]    Definitive Proxy Statement
[ X ]    Definitive Additional Materials
[   ]    Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 14a-12

                               V Band 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 offseting 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>
[GRAPHIC-V BAND LOGO]                                         V Band Corporation
                                                                 565 Taxter Road
                                                              Elmsford, NY 10523


             NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--MAY 11, 1998

To the Shareholders of V Band Corporation:

         The  Annual  Meeting  of  Shareholders  of  V  Band   Corporation  (the
"Company"), a New York corporation,  will be held at the principal office of the
Company,  565 Taxter Road,  Elmsford,  New York 10523, on May 11, 1998, at 10:00
a.m., for the following purposes:

     (1) To elect a Board of Directors to hold office for a term  expiring  upon
the 1999 Annual Meeting of  Shareholders  or until their  successors  shall have
been duly elected and qualified.

     (2) To  approve an  amendment  to the  Company's  Restated  Certificate  of
Incorporation  to effect a reverse stock split according to a formula  described
in the  accompanying  Proxy Statement (if approved,  the  outstanding  shares of
Common  Stock will be converted  into a smaller  number of shares based upon the
formula described in the accompanying Proxy Statement).

     (3) To approve  the  retention  of  Deloitte  & Touche  LLP as  independent
auditors for the 1998 fiscal year.

     (4) To transact such other  business as may legally come before the meeting
or any adjournment or adjournments  thereof,  although management of the Company
was not aware on April 16, 1998 of any other business to be considered.

         Reference is made to the accompanying Proxy Statement for more complete
information concerning the foregoing matters.

         Only  shareholders  of record at the close of business on April 9, 1998
are entitled to vote at the Annual Meeting.

         We look  forward  to seeing as many  shareholders  as  possible  at the
meeting. Whether or not you expect to be present, please mark, sign and date the
enclosed form of proxy and return it in the envelope  provided.  No postage need
be added if you deposit the envelope in a mail depository in the United States.


                                              By Order of the Board of Directors

                                                               /s/Thomas E. Feil
                                                               -----------------
                                                                  Thomas E. Feil

Elmsford, New York
April 16, 1998

SHAREHOLDERS  CAN  HELP THE  COMPANY  AVOID  UNNECESSARY  EXPENSE  AND  DELAY BY
PROMPTLY  COMPLETING  AND RETURNING THE ENCLOSED PROXY CARD. THE BUSINESS OF THE
MEEETING IS IMPORTANT TO THE COMPANY AND CANNOT BE TRANSACTED  UNLESS A MAJORITY
OF THE MOST OUTSTANDING SHARES ARE REPRESENTED.
<PAGE>
                              [GRAPHIC-V BAND LOGO]

                                 PROXY STATEMENT

                                     GENERAL

         This Proxy Statement is furnished in connection  with the  solicitation
by the Board of  Directors of V Band  Corporation  (the  "Company"),  565 Taxter
Road,  Elmsford,  New York 10523,  of proxies  for use at the Annual  Meeting of
Shareholders to be held on May 11, 1998 and any  adjournments  thereof.  A proxy
may be revoked by a shareholder  at any time prior to its use by filing with the
Company a duly executed  proxy bearing a later date or by giving  written notice
of such revocation to the Secretary of the Company prior to the meeting. A proxy
is also subject to  revocation  if the person  executing the proxy is present at
the meeting and chooses to vote in person.

         The expenses of proxy  solicitation  will be paid by the  Company.  The
principal  solicitation of proxies is being made by mail; however,  officers and
other  employees of the Company may solicit  proxies by telephone,  telegraph or
personal interview,  without additional compensation therefor.  Forms of proxies
and proxy  material will also be  distributed  through  brokers,  custodians and
other like persons to the beneficial owners of Common Stock of the Company,  and
the Company  will  reimburse  such  persons for their  reasonable  out-of-pocket
expenses incurred in connection therewith.

         The Annual  Report of the Company to  Shareholders  for the fiscal year
ended October 31, 1997, including financial  statements,  accompanies this Proxy
Statement.  The proxy and this Proxy Statement,  together with the Annual Report
to Shareholders, are being mailed to shareholders on or about April 16, 1998.


                 DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS

         The record date for the determination of shareholders  entitled to vote
at the  meeting is the close of  business  on April 9, 1998.  On that date,  the
Company  had  5,426,591  shares of Common  Stock,  par value $.01 per share (the
"Common Stock"), issued and outstanding. Each holder of Common Stock is entitled
to one vote per share on all matters to come before the meeting.

         All of the shares of Common Stock of the Company  represented  by valid
proxies, unless otherwise specified therein or unless revoked, will be voted FOR
the election of the persons  nominated as  directors,  FOR the  Amendment to the
Company's Restated Certificate of Incorporation to effect a reverse stock split,
FOR the  approval of the  retention  of  Deloitte & Touche LLP as the  Company's
independent  public  auditors for the 1998 fiscal year, and at the discretion of
the proxy  holders on any other matters that may properly come before the Annual
Meeting,  although as of the date of this Proxy  Statement,  the Company was not
aware  of  any  other  business  to  be  considered.  Where  a  shareholder  has
appropriately  specified  how  a  proxy  is  to  be  voted,  it  will  be  voted
accordingly.  However,  if a broker or  shareholder  nominee limits on the proxy
card the  number of shares  voted on a  proposal  or  indicates  that the shares
represented by a proxy card are not voted on a proposal,  such  "non-votes" will
not be voted on the proposal and will not be counted in  determining  the number
of affirmative votes required for approval.
<PAGE>
           PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

         The following table sets forth certain  information with respect to the
beneficial  ownership of the Company's  Common Stock by (i) each person who owns
beneficially  more than 5% of the Company's Common Stock,  (ii) each director of
the Company,  (iii) each  executive  officer  named in the Summary  Compensation
Table below,  and (iv) all directors and executive  officers of the Company as a
group, as of March 31, 1998.
<TABLE>
<CAPTION>
                                                               Number of Shares         Percentage
Name and Address                                              Beneficially Owned          of Class
- ----------------                                              ------------------          --------
<S>                                                             <C>                        <C>
Thomas E. Feil                                                  1,436,472 (1)(2)           26.5%
565 Taxter Road, Elmsford, NY  10523


Thomas Hughes                                                     128,733 (1)               2.4%
565 Taxter Road, Elmsford, NY  10523


Mark R. Hahn                                                       95,216 (1)               1.8%
565 Taxter Road, Elmsford, NY 10523

Luke P. La Valle, Jr.                                              22,000 (1)                 *
50 Broad Street, Suite 1609, New York, NY  10004


Thomas H. Lenagh                                                   10,000 (1)                 *
6 Greenwich Office Park, Greenwich, CT 06831


Brian S. North                                                    105,000 (1)(3)            1.9%
1400 Eleven Penn Center, Philadelphia, PA  19103


Joseph M. O'Donnell                                                22,000 (1)                 *
7900 Glades Road, Suite 500, Boca Raton, FL 33434


A. Eugene Sapp, Jr.                                                 8,000 (1)                 *
2101 West Clinton Ave., Huntsville, AL  35807


J. Stephen Vanderwoude                                             10,000 (1)                 *
2316 Young Road, Southern Pines, NC  28388


Gerald C. Walsh                                                    30,000 (1)                 *
565 Taxter Road, Elmsford, NY 10523

All directors and executive officers as a group (10 persons)    1,867,421 (1)               34.4%
</TABLE>
- ---------------------
*        less than 1%
<PAGE>
(1) Includes  shares that may be acquired  upon  exercise of options,  which are
currently exercisable or are exercisable within 60 days, as follows: Mr. Hughes,
127,233  shares;  Mr. Hahn,  85,334 shares;  Mr. La Valle,  12,000  shares;  Mr.
Lenagh,  10,000 shares; Mr. North, 25,000 shares; Mr. O'Donnell,  22,000 shares;
Mr. Sapp, 8,000 shares; Mr. Vanderwoude, 10,000 shares; Mr.Walsh, 30,000 shares;
and all directors and executive officers as a group, 329,567shares.

(2) Excludes 80,000 shares held in an irrevocable trust for Mr. Feil's daughter,
over which Mr. Feil holds no voting or investment power.

(3) Includes 80,000 shares held in an irrevocable trust for which Mr. North is a
trustee.  Mr. North has no economic  interest in the trust.  However,  he shares
investment and voting authority over such shares with a co-trustee.
<TABLE>
<CAPTION>
                                         DIRECTORS AND EXECUTIVE OFFICERS


Name                                  Age      Office Held
- ----                                  ---      -----------
<S>                                    <C>     <C>
Thomas E. Feil (1)                     56      Chairman, Chief Executive Officer, Director

Thomas Hughes                          38      President, Chief Operating Officer

Mark R. Hahn (2)                       40      Vice President - Chief Financial Officer, Treasurer and Secretary

Gerald C. Walsh                        52      Senior Vice President - Sales and Operations

Luke P. La Valle, Jr. (3)(4)           56      Director

Thomas H. Lenagh (3)                   73      Director

Brian S. North (1)                     46      Director

Joseph M. O'Donnell (4)                52      Director

A. Eugene Sapp, Jr. (1)                61      Director

J. Stephen Vanderwoude (3)(4)          54      Director
</TABLE>
- -------------
(1)  Member of Stock Option Committee.

(2)  Resigned effective April 10, 1998.

(3)  Member of Audit Committee.

(4)  Member of Executive Compensation Committee.



<PAGE>
       Thomas E. Feil has served as Chairman  of the Company  from April 1985 to
present,  as a Director since its inception and as Chief Executive  Officer from
April 1985 to August 1988 and from August  1993 to present.  From the  Company's
inception until April 1985, Mr. Feil was President of the Company.

       Thomas Hughes was appointed  President and Chief Operating Officer of the
Company in May 1997.  He has been the Chief  Operating  Officer  of the  Company
since 1995 and was its Vice  President of Marketing  and Product  Planning  from
1993 to 1995.  Mr.  Hughes  began his career with the Company in 1988 as a Staff
Engineer  and  held  various  engineering  management  positions  of  increasing
responsibility  until his  appointment as Vice  President.  Prior to joining the
Company, he worked as a researcher at CBS Laboratories'  Technology Center and a
Systems Engineer at United Technologies.

       Mark R. Hahn was appointed Vice President and Chief Financial  Officer of
the Company in August 1995. He was elected  Secretary of the Company in December
1995 and elected Treasurer of the Company in May 1996. Previously,  he served as
Controller of the Company since November 1994. Prior to joining the Company,  he
was a consultant to American  Airlines in Fort Worth,  TX. From 1991 to 1994, he
served  as Vice  President  of  Finance  and  Controller  for  Business  Express
Corporation in Westport,  CT. He joined Business  Express in 1990 as Controller.
From 1987 to 1990, he held the positions of Corporate Controller and Director of
Corporate Planning and Accounting with Waldenbooks in Stamford, CT. He began his
career as a certified public accountant with Price Waterhouse. Mr. Hahn resigned
from all positions  with the Company  effective  April 10, 1998. The Company has
retained  the  services of Morris  Anderson &  Associates  to provide  financial
management  services  on an  interim  basis  until a  successor  to Mr.  Hahn is
appointed.

       Gerald C. Walsh was appointed Senior Vice President, Sales and Operations
of the  Company  in May 1996.  Prior to  joining  the  Company,  he was  Eastern
Regional Manager,  National Accounts at Executone Information Systems, Inc. From
1993  to  1995,  Mr.  Walsh  served  as  Chief  Operating  Officer  for  Glasgal
Communications, Inc., in Northvale, New Jersey. From 1987 to 1992, he was Senior
Vice President and General Manager for Contel IPC.

       Luke P. La Valle,  Jr. has served as a Director of the Company since June
1992. Since 1980, Mr. La Valle has been President and Chief  Investment  Officer
of  American  Capital  Management,  Inc.,  a  New  York  City  based  investment
management firm for individuals,  trusts,  pension and profit sharing  accounts.
Prior to forming  American  Capital  Management,  Inc.,  Mr. La Valle worked for
United  States  Trust  Company  of New York for 13 years  specializing  in small
company investing in the Pension and Institutional Investment Division.

       Thomas H. Lenagh has served as a Director of the Company since June 1993.
Mr. Lenagh has served as an  independent  financial  consultant for the last six
years.  He  was  formerly  Chairman  and  Chief  Executive  Officer  of  Greiner
Engineering  from 1984 to 1986. Prior to that he was Financial Vice President of
Aspen Institute until 1984.  Previously,  he was Treasurer and Portfolio Manager
of the Ford  Foundation.  Mr.  Lenagh is a retired  Captain of the United States
Naval Reserve.  Mr. Lenagh is also a Director of CML, Inc., Gintel Funds,  Adams
Express,  Clemente Growth Fund, ICN  Pharmaceuticals,  Inc., ASD Group, Inc. and
Franklin Covey.

       Brian S. North has served as a Director  of the Company  since  September
1988.  Mr.  North  is an  attorney  with  the  law  firm of  Buchanan  Ingersoll
Professional  Corporation  in  Philadelphia.  From 1995 to 1997 he practiced law
with White and  Williams.  From 1987 to 1994, he was a member of the law firm of
Elliott,  Reihner,  Siedzikowski,  North & Egan, P.C. and predecessor law firms.
From 1980 to 1987, he was Senior Corporate Counsel of Sun Company, Inc.
<PAGE>
       Joseph M.  O'Donnell  has served as a Director of the Company  since June
1991. Since July 1994, Mr. O'Donnell has been the Chief Executive  Officer and a
Director of Artesyn Technologies (formerly Computer Products,  Inc.), a publicly
held multinational  manufacturer in Boca Raton,  Florida.  From 1993 to 1994, he
was Chief Executive  Officer for Savin  Corporation,  after one year of being an
independent  business  consultant.  From 1990 to 1992 he served as President and
Chief  Executive  Officer  of  GO/DAN   Industries  Inc.,  a   Connecticut-based
manufacturer of automobile parts sold primarily in the aftermarket. He is also a
Director of  Cincinnati  Microwave,  Inc.,  a publicly  held  company,  and Boca
Research.

       A. Eugene Sapp,  Jr. has served as a Director of the Company since August
1994.  Mr. Sapp,  employed by SCI Systems  since 1962,  has been its  President,
Chief  Operating  Officer and  Director  since  1981.  Mr. Sapp also serves as a
Director of Artesyn  Technologies  (formerly Computer  Productis,  Inc.) of Boca
Raton, Florida.

       J. Stephen  Vanderwoude  has served as Director of the Company  since May
1994.  Mr.  Vanderwoude  is currently  Chairman and Chief  Executive  Officer of
Madison River Telephone  Company LLC. He was President,  Chief Executive Officer
and Director for Video  Lottery  Technologies  in Atlanta,  Georgia from 1994 to
1995. Prior to that, he was the President and Chief Operating  Officer of Sprint
Corporation's  Local  Telecommunication  Division until September 1993. Prior to
the merger of Sprint and Centel  corporations in March 1993, Mr. Vanderwoude was
President  and a  Director  of Centel  Corporation  from  1988 and held  various
executive  and  management  positions  with Centel since joining that company in
1971.  Mr.  Vanderwoude  is also a Director  of First  Midwest,  a bank  holding
company.

         The Board of  Directors  of the Company has an  Executive  Compensation
Committee,  a Stock  Option  Committee  and an Audit  Committee.  The  Executive
Compensation  Committee's  principal  functions are to recommend to the Board of
Directors  the  compensation  arrangements  for the  executive  officers  of the
Company.  The Stock Option Committee exercises the responsibilities of the Board
in granting options under and  administering  the Company's 1982 Incentive Stock
Option Plan and its 1984 Stock  Option  Plan.  The Audit  Committee's  principal
functions  are to  review  with  internal  financial  staff  and  the  Company's
independent  auditors the Company's  reporting process and internal controls and
to  recommend  the  selection,  retention  or  termination  of  the  independent
auditors.  During  the 1997  fiscal  year,  the  Audit  Committee  held 2 formal
meetings  with the  independent  auditors  present and an  additional 5 informal
meetings  preceding the regular board meetings,  and the Executive  Compensation
Committee and the Stock Option  Committee did not hold formal meetings  separate
from Board  meetings.  The Stock Option  Committee  acted by  unanimous  written
consent on 2 occasions. The Board of Directors has no other standing committees.

       The Board of Directors  of the Company held 6 meetings  during the fiscal
year ended October 31, 1997. Each incumbent director attended over 83 percent of
the meetings of the board.
<PAGE>
                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth information for each of the fiscal years
ended  October  31,  1997,  1996 and 1995  concerning  the  compensation  of the
Company's chief executive officer and each of its other executive officers whose
salary and bonus for fiscal 1997 exceeded $100,000:
<TABLE>
<CAPTION>
                                                                                             Long-Term
                                                        Annual Compensation                Compensation (1)
                                                        -------------------                ----------------
                                                                                              Securities
Name/                                                                    Other Annual     Underlying Options         All Other
Principal Position                 Year       Salary        Bonus         Compensation             (#)             Compensation (2)
- ------------------                 ----       ------        -----         ------------             --              --------------
<S>                                <C>       <C>           <C>             <C>                   <C>                  <C>
Thomas E. Feil, (3)                1997      $200,000      $               $                         -                $ 1,627
Chairman, Chief Executive          1996       200,000         -                  -                   -                  2,000
Officer and Director               1995       199,000         -                  -                   -                  1,528
                                                              
Thomas Hughes, (4)                 1997       154,000         -                  -                30,000                1,570
Chief Operating Officer            1996       150,000       2,000                -                90,000                1,500
                                   1995       103,616                            -                16,000                1,036
                                                              -
Mark R. Hahn,                      1997       109,000         -                  -                20,000                1,100
Vice President -                   1996       105,000       2,000                -                60,000                1,050
Chief Financial Officer            1995        85,077         -                  -                17,000                  285
                                                    
Gerald C. Walsh                    1997       l26,000         -                  -                50,000                    -
Senior Vice President              1996        63,000         -                  -                10,000                    -
Sales and Operations               1995             -         -                  -                     -                    -
</TABLE>
- ------------------- 
(1)          Other than the Company's 401(k) Plan and its stock option and stock
             purchase plans,  the Company does not have any long-term  incentive
             plans and does not grant restricted stock awards.
(2)          Includes  amounts  contributed  by the Company  under the Company's
             401(k) Plan during the fiscal year and any additional discretionary
             annual contributions related to the prior fiscal year.
(3)          During the first quarter of 1998, Mr. Feil waived substantially all
             of the compensation accrued to him during that quarter.
(4)          Mr.  Hughes  entered into an agreement  with the Company in January
             1998  whereby he is  entitled to receive  approximately  one year's
             compensation  should  there be a change of control  of the  Company
             within one year from the date of the agreement.
<PAGE>
Stock Options

The  following  tables  summarize  options  grants  during the fiscal year ended
October  31,  1997  to each  of the  Executive  Officers  named  in the  Summary
Compensation  Table and the value of the options held by such persons at the end
of such  fiscal  year.  None of those  Executive  Officers  exercised  any stock
options  during the fiscal year ended  October 31,  1997.  The Company  does not
maintain any pension plans or any supplementary pension award plans.

Option Grants in Fiscal 1997
<TABLE>
<CAPTION>
                                                                              Potential Realizable Value
                                                                             at Assumed Annual Rates of
                                                                              Stock Price Appreciation
                                    Individual Grants                             for Option Term
                   ------------------------------------------------------------------------------------- 
                    Number of       Percentage of
                   Securities      Total Options
                   Underlying        Granted to        Exercise
                     Options        Employees in        Price       Expiration
  Name               Granted         Fiscal Year      (per share)      Date          5%           10%
  ----               -------         -----------      -----------      ----          --           ---
<S>                   <C>                 <C>           <C>            <C>         <C>           <C> 
Thomas Hughes         30,000              17%           $1.44          2007        $42,317       $92,971
Mark R. Hahn          20,000              11%            1.44          2007         28,211        61,981
Gerald C. Walsh       10,000               6%            1.44          2007         14,106        30,990

</TABLE>
 
Aggregate Option Exercises in Fiscal 1997 and Fiscal Year-end Option Value
<TABLE>
<CAPTION>


                                                         Number of Securities          Value of Unexercised In-the-
                                                    Underlying Unexercised Options           Money Options at
                                                               at FY-End                          FY-End
                                                    -------------------------------- ---------------------------------
                           Shares
                         Acquired on      Value
Name                      Exercise      Realized     Exercisable    Unexercisable     Exercisable     Unexercisable
- ----                      --------      --------     -----------    -------------     -----------     -------------
<S>                         <C>          <C>             <C>           <C>             <C>                <C>
Thomas E. Feil               -           $   -           25,000               -        $      -           $   -
Thomas Hughes                -               -           72,233          73,334           9,375               -
Mark R. Hahn                 -               -           44,334          52,666           6,250               -
Gerald C. Walsh              -               -           25,000          35,000           3,125               -
</TABLE> 

On March 23, 1998 the Company offered to active  employees,  including the named
Executive Officers,  the right to surrender existing options in exchange for new
options,  exercisable at an exercise price of $.50 per share.  Subsequent to the
initial grant of these options,  the price of the Company's  Common Stock become
lower than the exercise price.  As a result,  these options were not serving the
primary purpose of motivating and rewarding the employees of the company.
<PAGE>
Compensation of Directors

         Each outside  director is entitled to receive an annual  director's fee
of  $7,500  plus  $500 for each  board  meeting  attended  (up to a limit of six
meetings per year), plus deferred cash compensation  payable upon termination of
service as a director in an amount equal to $2,000 for each year of service as a
director.  Pursuant to the Company's Stock  Compensation  Plan for  Non-Employee
Directors,  each  outside  director  may elect to have all or a  portion  of his
compensation  paid by the  Company  by means of the  issuance  of the  Company's
Common  Stock  in lieu of cash.  Additionally,  each  director  is  entitled  to
reimbursement  for  out-of-pocket  travel  expenses  incurred  to attend a board
meeting and may receive  reasonable  compensation  for chairing any committee of
the board.  Outside  directors  also receive,  upon election or re-election as a
director,  a grant of stock options  under the Company's  1984 Stock Option Plan
covering 2,000 shares of the Company's  Common Stock, at an exercise price equal
to the fair market value on the date of grant.



                 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
                         AND THE STOCK OPTION COMMITTEE

Executive Compensation Policies

         Executive compensation is set by the Executive Compensation  Committee,
which  approves  cash  compensation,  and  the  Stock  Option  Committee,  which
determines stock option grants. The Company's executive  compensation program is
designed to provide  compensation that is competitive with that offered by other
companies  against  which the Company  competes  for  executive  resources.  The
objectives of the program are (1) to attract and retain  superior talent and (2)
to reward  executives for successful  strategic  management and for increases in
shareholder value.

         Cash compensation is targeted relative to companies of similar size and
in  similar   businesses.   In  setting   compensation   levels,  the  Executive
Compensation  Committee  reviews  competitive  data  compiled by an  independent
compensation   consulting  firm.  In  addition  to  competitive  factors,   cash
compensation is based on the Executive  Compensation  Committee's  evaluation of
each executive's performance as measured against individual,  business group and
company-wide  goals. Target annual incentive bonuses are set at the beginning of
the  year  and are  conditioned  on the  achievement  of a  threshold  level  of
operating profit. If the threshold is reached, the amount of each bonus relative
to the target may vary based on individual performance.

         Long-term  compensation consists of stock options.  Options are granted
in order to align more closely the interests of executives and  shareholders  by
creating the opportunity for executives to develop a significant equity interest
in the Company and because the potential value of the option is tied directly to
increases in the fair market value of the Company's common stock during the term
of the option.  Mr. Feil, the Company's Chairman and largest  stockholder,  is a
member of the Stock  Option  Committee  and is not  eligible  to  receive  stock
options.
<PAGE>
1997 Compensation

         The Company's operating results,  including operating results for prior
periods,  influenced  decisions regarding  executive  compensation during fiscal
year  1997.  Increased  levels of  competition  and a  maturing  market  for the
Company's principal products have exerted substantial  pressure on the Company's
operating results. Decisions regarding executive compensation during fiscal year
1997 were based upon individual and Company  performance and the need to provide
incentives  to  improve  the  Company's   financial   performance  and  increase
shareholder  value.  These factors were equally  applicable to CEO  compensation
during fiscal year 1997.


                           The Executive Compensation Committee:

                                    Luke P. La Valle, Jr.
                                    Joseph M. O'Donnell
                                    J. Stephen Vanderwoude

                           The Stock Option Committee:

                                    Thomas E. Feil
                                    Brian S. North
                                    A. Eugene Sapp, Jr.

Compensation Committee Interlocks and Insider Participation

        Messrs.  La Valle,  O'Donnell  and  Vanderwoude  comprise the  Executive
Compensation  Committee.  Messrs. Feil, North and Sapp comprise the Stock Option
Committee.   Messrs.  La  Valle,  Lenagh  and  Vanderwoude  comprise  the  Audit
Committee.  Mr.  Feil is an officer  and  employee  of the  Company,  but is not
eligible to receive stock options while serving on the Stock Option Committee.
<PAGE>
         The  following  graph sets forth total  shareowner  return (stock price
plus dividends,  assuming dividend reinvestment) on a $100 investment in each of
the following:  (i) the Company's  Common Stock,  (ii) U.S.  NASDAQ Stock Market
Index and (iii) the NASDAQ  Telecommunications  Index,  for the five-year period
commencing on November 1, 1992 and ended October 31, 1997.






                                PERFORMANCE GRAPH


                 [GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]




                                  V BAND CORP.
                             STOCK PERFORMANCE DATA


                                  1992      1993   1994    1995   1996   1997
                                  ----      ----   ----    ----   ----   ----

NASDAQ INDEX                       100       129    130     174    206    271
NASDAQ TELECOMMUNICATION INDEX     100       200    168     181    198    289
V BAND CORPORATION                 100       125    109      58     52     42 


<PAGE>


 1. ELECTION OF A BOARD OF DIRECTORS

         Six  directors  are to be elected at the  meeting  for a term of office
which will expire upon the 1999 Annual Meeting of Shareholders, or at such later
date as each  director's  successor  is elected and shall  qualify.  All current
members of the Board,  with the exception of Joseph M.  O'Donnell,  are nominees
for election.  Information  regarding the nominees is set forth under "Directors
and Executive  Officers" above. The term of office of all present directors will
expire on May 11, 1998,  or at such later date as each  director's  successor is
elected and shall qualify.

         The Board of Directors will consider shareholders'  recommendations for
Board of Directors  nominations  for the 1999 Annual Meeting of  Shareholders if
made  in  writing.   The  proposed  nominee's  written  consent  and  sufficient
background  information on the candidate must be included to enable the Board of
Directors  to  make  proper   judgments   as  to  his  or  her   qualifications.
Recommendations  should be  addressed  to the  Chief  Executive  Officer  at the
Company's headquarters and received no later than January 15, 1999.

         It is the  intention of the persons named as proxies to vote the shares
to which  the  proxy  relates  FOR the  election  of the  persons  nominated  as
directors  unless  instructed to the  contrary.  The  affirmative  vote of those
shareholders of record holding a plurality of the issued and outstanding  shares
of Common  Stock  present  in person or  represented  by proxy and voting at the
meeting  (excluding  abstentions  and  broker  non-votes,  which are not  deemed
present and voting for this purpose) is required to elect the persons nominated.

        The  Board  recommends  that  shareholders  vote  FOR the  nominees  for
director.


2. AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE
   STOCK SPLIT

                  The Company's Board of Directors has unanimously  approved and
determined  to submit to the  shareholders  of the  Company  an  amendment  (the
"Amendment") to the Company's Restated  Certificate of Incorporation to effect a
reverse  stock  split  (the  "Reverse  Stock  Split").  A copy  of the  proposed
Amendment is attached hereto as Exhibit A. A copy of the resolutions  adopted by
the Board of Directors are attached  hereto as Exhibit B. The statements made in
this Proxy Statement  regarding the Amendment and the Reverse Stock Split should
be read in conjunction  with and are qualified in their entirety by reference to
Exhibits A and B.

                  The Reverse Stock Split will be effected in accordance  with a
formula based upon the trading  price of the  Company's  Common Stock during the
ten (10) days prior to the filing of the  Amendment.  Under  this  formula,  the
Reverse Stock Split will be effected  pursuant to a conversion rate equal to the
lower of (i) six (6) shares of the Company's presently  outstanding Common Stock
being  converted into one (1) new share of the Company's  Common Stock;  or (ii)
that the number of shares  obtained by dividing  $1.50 by the average of the low
bid prices of the Company's  Common Stock during the ten (10) trading days prior
to the  filing of the  Amendment.  See  Exhibit  B. In the event  that the ratio
results in a fractional number, it will be rounded to the next closest whole
<PAGE>
number;  provided,  however, if the fraction is .5 it shall be rounded up to the
closest whole number.  For example,  if the average of the low bid prices of the
Company's  Common  Stock during the ten (10) trading days prior to the filing of
the Amendment  was $.75 per share,  the Reverse Stock Split would result in each
two (2)  shares  of the  Company's  presently  outstanding  Common  Stock  being
converted into one (1) new share of the Company's  Common Stock (the "New Common
Stock").  By way of further example, if the average of the low bid prices of the
Company's  Common  Stock during the ten (10) trading days prior to the filing of
the Amendment  was $.60 per share,  the Reverse Stock Split would result in each
three (3) shares of the  Company's  presently  outstanding  Common  Stock  being
converted into one (1) share of New Common Stock.

                  The Company is currently authorized to issue 20,000,000 shares
of Common Stock, of which 5,426,591 were  outstanding on the Record Date. If the
Reverse Stock Split is effected,  the number of  authorized  shares shall remain
the  same,  but the  number  of  outstanding  shares  shall  be  proportionately
decreased  based on the  average of the low bid prices of the  Company's  Common
Stock during the ten (10) trading days prior to the filing of the Amendment. For
example,  if the  Reverse  Stock  Split  results  in each two (2)  shares of the
Company's presently  outstanding shares of Common Stock being converted into one
(1) share of New  Common  Stock,  the  number  of  outstanding  shares  would be
decreased to approximately  2,713,295.  The rights and preferences of the Common
Stock would not be affected by the Reverse Stock Split.

                  Each stockholder's percentage ownership of the Company and the
number of Company  stockholders  should not materially change as a result of the
Reverse  Stock  Split.  The par value per share of Common  Stock will  remain at
$0.01 following the Reverse Stock Split; as a consequence, the aggregate capital
in  excess  of par  value  attributable  to the  outstanding  Common  Stock  for
statutory and accounting purposes will be increased.

Nasdaq $1.00 Minimum Bid Requirement

                  The Company has received  notice from The Nasdaq Stock Market,
Inc.  ("Nasdaq") that its Common Stock is not in compliance with the minimum bid
and value of public  float  requirements  for  continued  listing  on the Nasdaq
National  Market  System.  The Company  does not believe that it will be able to
satisfy the  requirements  for  continued  listing on Nasdaq's  National  Market
System.  However, the Board of Directors is recommending the Reverse Stock Split
to allow the Company's Common Stock to comply with the maintenance  requirements
for listing on Nasdaq's  SmallCap Market, as well as to improve the liquidity of
the Company's  Common Stock.  One of the  maintenance  standards of the SmallCap
Market is the  requirement  that the  Company's  Common Stock have a minimum bid
price of $1.00 per share (the "$1.00 Minimum Bid").

                  In the event that the Company's  Common Stock does not satisfy
the $1.00 Minimum Bid, it will be subject to delisting  from  Nasdaq's  National
Market  System and will not be  eligible  for listing on the  Nasdaq's  SmallCap
Market.

                  The Board of Directors  believes that a delisting  from Nasdaq
could,  among other things,  decrease the liquidity of the outstanding shares of
Common  Stock and  consequently,  reduce  the  trading  price and  increase  the
transaction costs of trading such shares.  The Board of Directors  believes that
if the Reverse Stock Split is approved,  the bid price will likely increase over
the $1.00  Minimum Bid which should  permit the Company to have its Common Stock
listed on the SmallCap Market.
<PAGE>
Potential Effects Of The Reverse Stock Split

                  If this  proposal is approved by the  Company's  stockholders,
one new share of New  Common  Stock  will be  issued  for a  multiple  number of
presently  outstanding  shares of Common  Stock based upon the  conversion  rate
calculated using the formula described above.

                  Although the Reverse  Stock Split will not, by itself,  impact
the  Company's  assets or  prospects,  the Reverse Stock Split could result in a
decrease in the aggregate  market value of the  Company's  equity  capital.  The
Board of  Directors  believes  that this risk is  outweighed  by the  benefit of
compliance  with  the  SmallCap  Market  maintenance  requirements.  There  can,
however,  be no assurance  that approval of the Reverse Stock Split will succeed
in raising the bid price of the  Company's  Common Stock above $1.00,  that such
price,  if achieved,  would be maintained,  or if maintained  that the Company's
Common Stock would not be delisted by Nasdaq for other reasons.

Increase Of Shares Available For Future Issuance

                  The increase in the number of authorized shares which would be
unissued and  available for future  issuance  after the Reverse Stock Split (the
"Increased  Available  Shares") could be used for any proper  corporate  purpose
approved by the Board of  Directors  of the  Company.  The  Increased  Available
Shares will  provide the Board with  additional  flexibility  to issue shares in
connection with future financing transactions.

                  Since the Reverse  Stock  Split will  result in the  Increased
Available  Shares,  it may be  construed  as  having  an  anti-takeover  effect.
Although  neither the Board of Directors nor the management of the Company views
this proposal as an anti-takeover  measure,  the Company could use the Increased
Available Shares to frustrate  persons seeking to effect a takeover or otherwise
gain control of the Company.  For example,  the Company  could  privately  place
shares with  purchasers who might side with the Board of Directors in opposing a
hostile takeover bid or issue shares to a holder which would,  thereafter,  have
sufficient  voting  power to assure  that any  proposal  to amend or repeal  the
Bylaws or certain provisions of the Restated  Certificate of Incorporation would
not receive the requisite vote.

Outstanding Shares Of Common Stock

                  As of April 9, 1998, there were  outstanding  5,426,591 shares
of Common  Stock.  The Company may be  required  to issue  additional  shares of
Common  Stock  pursuant  to the stock  option  plans  referred  to in this Proxy
Statement.
<PAGE>
Amendment To The Restated  Certificate  Of  Incorporation  And  Notification  Of
Stockholders

                  The Amendment,  in substantially the form of Exhibit A to this
Proxy  Statement,  has been  adopted  by  unanimous  resolution  of the Board of
Directors,  subject to approval by the  Company's  shareholders.  Upon filing of
appropriate documents to effect the Reverse Stock Split, including the amendment
to the Company's  Restated  Certificate of Incorporation,  the Board will notify
the  shareholders  that the Reverse Stock Split has been  effected.  The Company
reserves the right not to file the  documents to effect the Reverse  Stock Split
after the  Amendment  has been  approved by the  Company's  shareholders  if the
Company  determines  that the Amendment would not enable the Company to have its
shares  listed  on  the  Nasdaq  SmallCap  Market  or if the  Company  otherwise
determines  that the  Reverse  Stock  Split is not in the best  interest  of the
Company.

Exchange Of Stock Certificates

                  If the  Amendment is approved by the  Company's  shareholders,
the Board of Directors  will  determine the Reverse Stock Split ratio based upon
the formula  described  above and the  Company  will file the  Amendment  to its
Restated  Certificate of Incorporation with the Department of State of New York.
The Reverse Stock Split will become  effective on the date of such filing of the
Amendment (the  "Effective  Date") and the  stockholders  will be notified on or
after the  Effective  Date that the Reverse Stock Split has been  effected.  The
Company's transfer agent will act as the Company's exchange agent (the "Exchange
Agent") for holders of Common Stock to exchange their certificates  representing
shares of the Company's Common Stock.

                  As soon as practicable after the Effective Date,  shareholders
will be notified and requested to surrender their certificates. Beginning on the
Effective Date, each  certificate  representing  shares of the Company's  Common
Stock will be deemed for all corporate  purposes to evidence ownership of shares
of New Common Stock.  To the extent a  shareholder  holds a number of shares not
evenly  divisible by the ratio used with respect to the Reverse Stock Split, the
Company  shall  pay  such  shareholder  in cash the  fair  market  value of such
fractional  share  interest  based upon the average of the low bid prices of the
Company's  Common Stock during the ten (10) days prior to the Effective  Date of
the Amendment.

Fractional Shares

                  No fractional  shares will be issued.  Any  fractional  shares
remaining after  aggregating all fractional shares held by a shareholder will be
paid out in cash at the fair market value of such fractional share interest. For
example,  if a  stockholder  held 21 shares of Common Stock prior to the Reverse
Stock Split and each two (2) shares of  presently  outstanding  Common Stock are
converted into one (1) share of New Common Stock,  after the Effective Date such
stockholder will hold 10 shares of New Common Stock and, assuming the average of
the low bid  prices  of the  Company's  Common  Stock  during  the ten (10) days
trading prior to the date of the Meeting is $.75, be paid $0.38.
<PAGE>
Federal Income Tax Consequences

                  The following  description of federal income tax  consequences
is based on the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  the
applicable Treasury Regulations promulgated  thereunder,  judicial authority and
current administrative rulings and practices in effect on the date of this Proxy
Statement.  This discussion is for general information only and does not discuss
the federal  income tax  consequences  which may apply to  non-resident  aliens,
broker-dealers,   stockholders   who  receive   Common  Stock  in   compensatory
transactions  or  insurance  companies.  This  discussion  does not  address any
foreign,  state or local tax consequences  that may be relevant to the Company's
stockholders.  Accordingly,  stockholders  are  urged to  consult  their own tax
advisors to determine the particular  consequences  to them of the Reverse Stock
Split.

                  The  exchange  of  shares of  Common  Stock for  shares of New
Common  Stock  will not  result in  recognition  of gain or loss,  except to the
extent cash is paid with respect to fractional shares. The holding period of the
shares of New Common Stock will include the stockholder's holding period for the
shares of Common Stock  exchanged  therefor,  provided that the shares of Common
Stock  were held as a capital  asset.  The  adjusted  basis of the shares of New
Common  Stock  will be the  same  as the  adjusted  basis  of the  Common  Stock
exchanged therefor.

No Dissenter's Rights

                  Under  New  York  law,   stockholders   are  not  entitled  to
dissenter's  rights of appraisal  with respect to the proposed vote required for
approval.

Vote Required For Approval

                  Under  New York  law,  approval  of the  Reverse  Stock  Split
requires the affirmative  vote of at least a majority of the outstanding  shares
of Common  Stock.  An  abstention  or failure to vote on this proposal is not an
affirmative vote and, therefore, will have the same effect as a negative vote on
this proposal at the Meeting.

                  The Board  recommends a vote FOR the Amendment to the Restated
Certificate of Inc9orporation to effect the Reverse Stock Split


3. APPROVAL OF THE RETENTION OF INDEPENDENT AUDITORS

                  The Board of Directors  has approved the retention of Deloitte
& Touche LLP as the  Company's  independent  auditors  for the 1998 fiscal year.
Although  shareholder  ratification is not required,  the Board of Directors has
directed that such  appointment be submitted to the  shareholders of the Company
for  ratification  at the Meeting.  In  addition,  the Board of Directors in its
discretion may direct the  appointment of a new  independent  accounting firm at
any time during the year if th9e Board  believes that such change is in the best
interests of the Company and its  shareholders.  Deloitte & Touche LLP served as
the Company's independent public auditors for the 1997 fiscal year.

                  It is anticipated  that  representatives  of Deloitte & Touche
LLP will be  present  at the  9Meeting  and will have an  opportunity  to make a
statement if they desire to do so, and to respond to any  appropriate  inquiries
from shareholders.
<PAGE>
                  The  affirmative  vote of the  holders  of a  majority  of the
issued and outstanding  shares of Common Stock present and voting at the meeting
(excluding  abstentions and broker  non-votes,  which are not deemed present and
voting for this purpose) is necessary  for the adoption of the proposal.  If the
shareholders  do not ratify the  appointment of Deloitte & Touche LLP, the Board
of Directors may reconsider the appointment.

                  The Board  recommends that  shareholders  vote FOR approval of
the retention of Deloitte & Touche LLP.

4.  OTHER BUSINESS

         The Board of Directors  knows of no other  business to be acted upon at
the Meeting.  However,  if any other business properly comes before the meeting,
it is the intention of the persons  named in the enclosed  proxy to vote on such
matters in accordance with their judgment.


                    DATE OF RECEIPT OF SHAREHOLDER PROPOSALS
                   FOR PRESENTATION AT THE 1999 ANNUAL MEETING


         Any proposal that a shareholder  wishes to present for consideration at
the 1999  Annual  Meeting  must be  received  by the  Company  at its  principal
executive  offices  no later  than  December  18,  1998,  for  evaluation  as to
inclusion in the Proxy Statement in connection with such meeting.

         You are urged to  promptly  vote,  sign,  date and return the  enclosed
proxy in the postage-paid envelope provided whether or not you currently plan to
attend the Meeting in person.


                                              By Order of the Board of Directors

                                                               /s/Thomas E. Feil
                                                               -----------------
                                                                  Thomas E. Feil

Dated: April 16, 1998
<PAGE>
                          EXHIBIT A TO PROXY STATEMENT

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                               V BAND CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

                  The undersigned,  being the Chairman of the Board of Directors
and Secretary of V BAND CORPORATION,  a New York corporation (the "Corporation")
hereby certify

                  1.  The name of the Corporation is V BAND CORPORATION.

                  2. The Corporation's Certificate of Incorporation was filed by
the Department of State on November 16, 1977.

                  3. The Certificate of Incorporation, as previously amended and
restated,  is  further  amended  to add the  following  paragraph  to  paragraph
"FOURTH":

                  "All of the shares of Common Stock of the  Corporation  issued
                  and outstanding, or held as treasury shares, immediately prior
                  to the time this Amendment  becomes effective shall be and are
                  by this means automatically  reclassified and changed (without
                  further  act)  into  fully  paid and  nonassessable  shares of
                  Common  Stock,  the number of the which shall equal the number
                  of shares  obtained by dividing (1) the total number of shares
                  of Common  Stock issued and  outstanding,  or held as treasury
                  shares,  immediately  prior to the time this Amendment becomes
                  effective  by (2)  _________i.  The  shares  of  Common  Stock
                  returned   to   the   Corporation   as   a   result   of   the
                  reclassification  and change  shall be returned  to  available
                  capital.   This  amendment  shall  become  effective   without
                  increasing  or  decreasing  the  amount of stated  capital  or
                  paid-in-surplus  of the  Corporation,  and shall  constitute a
                  ____________i  for  one  reverse  stock  split,   provided  no
                  fractional shares of less than one share shall be issued.  The
                  holders of fractional  share  interests of less than one share
                  shall be paid in cash by the  Corporation  the  value of their
                  fractional  share  based upon the average of the low bid price
                  of the Corporation's  Common Stock during the ten (10) trading
                  days prior to the effective date of this Amendment."

                  4.   The   foregoing   amendments   to  the   Certificate   of
Incorporation  were  authorized by vote of the Board of Directors and by vote of
the holders of a majority of all outstanding  shares entitled to vote thereon in
accordance with Section 803 of the Business Corporation Law.



- ------------------ 
i The number shall be calculated in accordance with the  resolutions  adopted by
the Board of Directors of the Company which are included herein as Exhibit B and
explained in the  accompanying  Proxy  Statement.  See "2. AMENDMENT TO RESTATED
CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT"
<PAGE>


                  IN WITNESS  WHEREOF,  the  undersigned  have subscribed to and
affirm as true the  statements  made herein under  penalties of perjury this ___
day of May, 1998.



                                              --------------------------------
                                              Chairman of the Board of Directors
                                                


                                              --------------------------------
                                              Secretary
<PAGE>

                          EXHIBIT B TO PROXY STATEMENT

                    RESOLUTIONS ADOPTED BY BOARD OF DIRECTORS
                 AT MEETINGS HELD ON MARCH 17, AND APRIL 8, 1998

                  RESOLVED,  that the officers of the Corporation  are, and each
of them is,  hereby  authorized  to take such  action as any of them  determines
necessary or desirable to  effectuate  the listing of the  Corporation's  Common
Stock on Nasdaq's SmallCap Market and to provide such certifications  evidencing
this Board's  authorization  of such action as may be required by Nasdaq and the
text of any resolutions required by Nasdaq are hereby adopted in haec verba; and
it is further


                  RESOLVED,   that  paragraph   "FOURTH"  of  the  Corporation's
Restated Certificate of Incorporation be amended to add the following Section:

                  "All of the shares of Common Stock of the  Corporation  issued
                  and outstanding, or held as treasury shares, immediately prior
                  to the time this Amendment  becomes effective shall be and are
                  by this means automatically  reclassified and changed (without
                  further  act)  into  fully  paid and  nonassessable  shares of
                  Common  Stock,  the number of the which shall equal the number
                  of shares  obtained by dividing (1) the total number of shares
                  of Common  Stock issued and  outstanding,  or held as treasury
                  shares,  immediately  prior to the time this Amendment becomes
                  effective by (2) [the Reverse Stock Split Factor].  The shares
                  of Common Stock returned to the Corporation as a result of the
                  reclassification  and change  shall be returned  to  available
                  capital.   This  amendment  shall  become  effective   without
                  increasing  or  decreasing  the  amount of stated  capital  or
                  paid-in-surplus  of the  Corporation,  and shall  constitute a
                  [the Reverse  Stock Split Factor] for one reverse stock split,
                  provided no fractional  shares of less than one share shall be
                  issued. The holders of fractional share interests of less than
                  one share shall be paid in cash by the  Corporation  the value
                  of their  fractional  share  based upon the average of the low
                  bid price of the  Corporation's  Common  Stock  during the ten
                  (10)  trading  days  prior  to  the  effective  date  of  this
                  Amendment."

; and it is further

                  RESOLVED,  that the  Corporation  shall  calculate the Reverse
Stock  Split  Factor  to  be  inserted  in  the   foregoing   amendment  to  the
Corporation's  Certificate of Incorporation  and shall insert such number in the
amendment in lieu of the words  "Reverse  Stock Split  Factor" The Reverse Stock
Split  Factor  shall be the  lower of (i) six (6)  shares  of the  Corporation's
presently  outstanding  Common Stock being  converted  into one (1) new share of
Common Stock; or (ii) that number of shares obtained by dividing (1)$1.50 by (2)
the average of the low bid prices of the Common Stock (as reported on the Nasdaq
National Market System, the Nasdaq SmallCap Market or, in the absence of trading
on the National Market System or Nasdaq SmallCap Market,  the closing bid prices
for trading in the  over-the-counter  market)  during the ten (10)  trading days
prior  to  the  filing  of the  amendment  to the  Corporation's  filing  of the
amendment to the  Corporation's  Certificate of  Incorporation  giving effect to
this  paragraph;  provided,  that if such  calculation  results in a  fractional
number as the Reverse Stock Split  Factor,  the Reverse Stock Split Factor shall
be rounded to the next closest number; and it is further
<PAGE>

                  RESOLVED,  that the foregoing  amendment to the  Corporation's
Certificate  of  Amendment  be  submitted  for  approval  by  the  Corporation's
shareholders at the 1998 Annual Meeting of Shareholders; and it is further

                  RESOLVED,  that the officers of the Corporation  are, and each
of them is,  hereby  authorized  to take  such  action  as may be  necessary  or
desirable to give effect to the actions authorized by the foregoing resolutions,
including the execution and delivery of agreements and  instruments on behalf of
the Corporation. 
<PAGE>
                                 REVOCABLE PROXY
                                VBAND CORPORATION

        [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE


                       1998 ANNUAL MEETING OF SHAREHOLDERS
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned  hereby  appoints  Thomas E. Feil and Tom Hughes,  and each of
them, with power of substitution,  as proxies, to appear and vote, as designated
below,  all of the shares of the Common  Stock,  $.01 par value per share,  of V
Band Corporation (the "Company"),  held of record by the undersigned on April 9,
1998, at the Annual Meeting of  Shareholders to be held at 10:00 a.m. on May 11,
1998, and any adjournments thereof.

1. Election of Directors:

   Thomas E. Feil, Luke P. La Valle, Jr., Thomas H. Lenagh,
    Brian S. North, A. Eugene Sapp, Jr., J. Stephen Vanderwoude


     [   ] FOR           [   ] WITHHOLD             [   ] FOR ALL EXCEPT

INSTRUCTION: To withhold your vote for any nominee(s), mark "For All Except" and
write that nominee's name on the line below

- --------------------------------------------------------------------------------

2. Approval of Amendment to the Restated  Certificate of Incorporation to Effect
   the Reverse Stock Split:


     [   ] FOR           [   ] AGAINST          [   ] ABSTAIN


3. Approve the  retention of Deloitte & Touche LLP as  independent  auditors for
   the Company for the 1998 fiscal year:


     [   ] FOR           [   ] AGAINST          [   ] ABSTAIN

4. Other Matters:
   In their  discretion  the  proxies  are  authorized  to vote upon such  other
   business as may legally come before the meeting,  although  management of the
   Company  was not  aware  on  April  16,  1998  of any  other  business  to be
   considered;  and provided that in no event shall such discretionary authority
   extend to my vote for the  election  of any  person to any office for which a
   nominee is not named in the accompanying proxy statement.

The shares  represented by this proxy will be voted in the manner  directed.  In
the absence of any  direction,  the shares will be voted FOR each nominee listed
in  proposal  1, FOR  proposal 2, FOR  proposal 3 and at the  discretion  of the
proxies as to other matters.
<PAGE>


          Please be sure to sign and date this Proxy in the box below.

                 _________________________________________
                                      Date
 
                   _________________________________________
                             Stockholder sign above
 
                   _________________________________________
                         Co-holder (if any) sign above



    Detach above card, sign, date and mail in postage paid envelope provided.

                               V BAND CORPORATION
                                 565 Taxter Road
                            Elmsford, New York 10523

                               PLEASE ACT PROMPTLY
                  MARK, SIGN, DATE & MAIL YOUR PROXY CARD TODAY

WHETHER YOU PLAN TO ATTEND THE  MEETING OR NOT.  IF YOU ATTEND,  YOU MAY VOTE IN
PERSON IF YOU DESIRE.


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