SCHEDULE 14A
Information Required in Proxy Statement
Reg. Sec.240.14a.101.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12
OCG Technology, Inc.
----------------------------------------------
(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):
[ ] $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 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:
[X] 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: $125.00
..................................................................
2) Form, Schedule or Registration No.: Preliminary Proxy Statement
..................................................................
3) Filing Party: Registrant
..................................................................
4) Date Filed: June 13, 1995
..................................................................
OCG TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 1, 1996
To the Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders of
OCG Technology, Inc., a Delaware corporation (the "Company"), will be held
at the Holiday Inn Coliseum Hotel & Conference Center, 1815-W Mercury,
Hampton, VA 23606 on Wednesday, May 1, 1996, at 10:00 A.M. Local Time for
the following purposes:
1. To elect four Directors.
2. To amend its Certificate of Incorporation to increase the number
of its authorized shares of Common Stock ($.01 par value) from
25,000,000 shares to 50,000,000 shares.
3. To ratify the appointment of Dalessio, Millner & Leben as auditors
for the current fiscal year.
4. To transact such other business as may properly come before the
Annual Meeting.
Pursuant to law and the By-laws of the Company, in lieu of closing its
transfer books, the Board of Directors has fixed the close of business on
March 8, 1996, as the record date for the determination of Stockholders of
the Company entitled to notice of, and to vote their shares at, the Annual
Meeting and any adjournment thereof.
It is desired that as many Stockholders as practicable be represented
at the meeting. Consequently, whether or not you plan to attend the meeting,
Stockholders are requested by management to fill out, sign, and date and
return the form of proxy in the enclosed envelope, which requires no postage
if mailed in the United States, as soon as possible.
YOU MAY REVOKE THE PROXY AT ANY TIME BEFORE THE AUTHORITY GRANTED
THEREIN IS EXERCISED.
By order of the Board of Directors
Jeffrey P. Nelson, Secretary
Dated: March 12, 1996
New York, New York
<PAGE>
OCG TECHNOLOGY, INC.
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 1, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies to be used at the Annual Meeting of Stockholders of OCG Technology,
Inc. (the "Company" or "OCG") to be held on Wednesday, May 1, 1996 at
10:00 A.M., local time, at the Holiday Inn Coliseum Hotel & Conference
Center, 1815-W Mercury, Hampton, VA 23606, or any adjournment thereof. The
solicitation of Proxies in the enclosed form is made on behalf of the Board
of Directors of the Company. This Proxy Statement and accompanying form of
Proxy are first being mailed to stockholders on or about March 12, 1996.
Stockholders are requested to date, sign, and return the enclosed Proxy,
as soon as possible, in the enclosed envelope, (which requires no postage if
mailed in the United States), which will be voted FOR each of the proposals
set forth herein, unless a contrary intent appears. A stockholder signing
and returning a Proxy in the enclosed form has the power to revoke it by
written notice received by the Secretary of the Company at any time before
the exercise thereof, by submitting a subsequent Proxy or by attending the
meeting and voting in person.
Expenses of soliciting Proxies will be borne by the Company.
Solicitation will be by mail except for any incidental solicitation by
telephone, telegram and personal calls by directors, officers and other
employees of the Company which will not involve furnishing additional written
materials than those supplied herewith. The Company will also reimburse
brokers and certain other persons for their charges and expenses in
forwarding Proxy material.
As of March 8, 1996, the record date for the determination of
stockholders entitled to notice of, and to vote their shares at, the Annual
Meeting and any adjournment thereof (the "Record Date"), the following shares
of voting securities of the Company were outstanding: 21,460,759 shares of
common stock, par value $.01 per share ("Common Stock"); 100,000 shares of
Series B preferred stock, par value $.10 per share ("Series B Preferred");
and 100,000 shares of Series E preferred stock, par value $.10 per share
("Series E Preferred").
Each share of Common Stock, the Series B Preferred and the Series E
Preferred (collectively the "Company's Stock"), entitles the Record Date
holder thereof to one vote in person or by Proxy. The presence of a majority
of the combined outstanding shares of the Company's Stock, represented in
person or by Proxy at the meeting, will constitute a quorum. Approval of each
proposal will require the affirmative vote of the holders of at least a
majority of the issued and outstanding shares of the Company's Stock, except
for the election of directors, which will be decided by a plurality vote of
the Company's Stock. Shares for which proxies are marked "abstain" will be
treated as shares present for purposes of determining the presence of a
quorum on all matters. Proxies relating to "street name" shares that are
voted by brokers on some but not all of the matters, will be treated as
present for purposes of determining the presence of a quorum on all matters,
but will not be treated as shares entitled to vote at the Annual Meeting on
those matters as to which authority to vote is withheld by the broker
("broker non-votes"). On each matter, abstentions and broker non-votes will
be disregarded, which will have the effect of reducing the total number of
shares from which any required majority is calculated.
An Annual Report on Form 10-KSB, as amended, for the fiscal year ended
June 30, 1995, containing financial and other information, accompanies this
Proxy Statement.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Securities and Exchange Commission are incorporated in this Proxy Statement
by reference:
1. An Annual Report on Form 10-KSB, as amended, for the fiscal year
ended June 30, 1995.
2. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 1995.
3. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
December 31, 1995.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Proxy Statement and prior to the date of the
Annual Stockholders' Meeting shall be deemed to be incorporated by reference
into this Proxy Statement and shall be deemed to be a part hereof from the
respective date of filing of each such document or report. Any statement
contained in a document or report incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superceded for purposes
of this Proxy Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Proxy Statement.
THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL PROVIDE, WITHOUT
CHARGE, TO EACH PERSON TO WHOM A PROXY 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
PROXY STATEMENT (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS
INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO THE INFORMATION THAT THE PROXY STATEMENT INCORPORATES).
THIS INCLUDES INFORMATION CONTAINED IN DOCUMENTS FILED SUBSEQUENTLY TO THE
DATE ON WHICH DEFINITIVE COPIES OF THE PROXY STATEMENT ARE SENT OR GIVEN TO
SECURITY HOLDERS, UP TO THE DATE OF RESPONDING TO THE REQUEST. SUCH REQUESTS
SHOULD BE ADDRESSED TO EDWARD C. LEVINE, PRESIDENT, OCG TECHNOLOGY, INC.,
450 WEST 31ST STREET, NEW YORK, NEW YORK 10001. TELEPHONE: (212) 967-3079.
IN ORDER TO ENSURE DELIVERY OF THE DOCUMENTS PRIOR TO THE ANNUAL
STOCKHOLDERS' MEETING, REQUESTS SHOULD BE RECEIVED BY APRIL 22, 1996.
PROPOSAL ONE: ELECTION OF DIRECTORS
The four persons, named below, have been nominated to serve as Directors
of the Company until the next Annual Stockholders' Meeting, or until their
successors are duly elected and qualify (the "Nominees"). It is the
intention of those named on the enclosed form of Proxy, in all those
instances where the Proxies indicate a vote in favor of the Nominees (or
have no designated choices for directors), to vote all duly executed Proxies,
unless authority is previously withdrawn, for the four Nominees. All four
Nominees are currently serving as Directors. If, at the time of the Annual
Meeting, any of the Nominees is not available to serve as a Director, the
Proxies may be voted for a substitute Nominee designated by the Board of
Directors ("the Board"). The Company does not have a standing Nominating
Committee. Nominations for Board members are considered by the full Board.
Nominees
<TABLE>
The four Nominees of management to serve as Directors of the Company, and
further information concerning such Nominees, including other offices held
and past business experience, are as follows:
<CAPTION>
Name Age Position(s) Director Since
<S> <C> <C> <C>
Erich W. Augustin 61 Treasurer/Chief 1995
Financial Officer
Edward C. Levine 68 President/Chairman 1973
Jeffrey P. Nelson 51 Secretary 1991
Jarema S. Rakoczy 52 Vice President 1987
</TABLE>
<PAGE>
Erich W. Augustin became a Director on September 19, 1995. From August
1991 through January 1995, at which time he retired, Mr. Augustin served as
Senior Vice President and Chief Financial Officer of the Chase Manhattan Bank
of Connecticut, N.A., with responsibility for all Treasury functions and
financial activities, including accounting, audit, budget, planning,
regulatory reporting and taxes. From January 1995 to June 30, 1995, Mr.
Augustin served as a consultant to the same institution. Mr. Augustin served
as Vice Presiedent and Director of Financial Accounting & Reporting of the
Chase Manhattan Corporation and the Chase Manhattan Bank, N.A. from May 1976
through August 1991, responsible for worldwide financial accounting and
reporting for Senior Management, Shareholders and Regulatory Agencies.
Edward C. Levine has been a Director of the Company since 1973 and has
been its President and Chairman of the Board since 1976. Mr. Levine is a
member of the Bar of the State of New York.
Jeffrey P. Nelson, has been a Director of the Company since November
1991 and has been its Secretary since June 1992. Mr. Nelson served as a Vice
President, Asset Based Finance Division, of Marine Midland Bank, NA from
December 1986 through 1990. Mr. Nelson was self-employed as a real estate
financing consultant from January 1991 through November 1991.
Jarema S. Rakoczy, has been a Director of the Company since August 1987,
and has been a Vice President since March 1985. He has been with the Company
since January, 1983. Mr. Rakoczy has been self-employed as a sales and
marketing consultant since May of 1989. Mr. Rakoczy devotes all of his
professional time to the Company's affairs. Mr. Rakoczy served as Eastern
Manager at Hittman Medical Systems from September 1980 to December 1982; as
Regional Sales Manager at American Optical Medical Division from February 1976
to September 1980; and as Vice President at Pratt Electronics from June 1968
to November 1974.
The affirmative vote of the holders of a plurality of the Company's Stock,
who are present in person or represented by Proxy and are entitled to vote at
the Annual Meeting, is required for the adoption of Proposal One.
The Board recommends a vote FOR this proposal.
Meetings and Committees of the Board
The Board met eight times during the fiscal year ended June 30, 1995.
Each Director attended at least 75% of those meetings.
The Board does not have any standing audit, nominating or compensation
committees, or committees performing similar functions.
Compensation of Directors
There are no standard or other arrangements for compensating Directors.
Directors currently serve without compensation.
Compensation of Officers
The following table presents certain specific information regarding the
compensation of the Chairman and President of the Company. The Chairman and
President of the Company received no salary or bonus in the last three years
other than the compensation set forth in the following table. No Officer of
the Company had a total salary, bonus or other compensation exceeding
$100,000.
<TABLE>
<CAPTION>
Summary Compensation Table (Fiscal 1995)
Fiscal Year Ended Long-term Compensation
Name & Principal Position June 30 Securities Underlying Options
(a) (b) (g)
<S> <C> <C>
Edward C. Levine, 1995 60,000 (1)
President and Chief 1995 250,000 (2)
Executive Officer 1994 180,000
1993 150,000
<FN>
_______________
Notes: (1) These warrants were issued in 1990. In 1995, the exercise price
of these warrants was reduced by the Company from $1.00 per share to $.50
per share.
(2) No shares of the Company's Common Stock have been reserved for
the issue of the shares underlying these warrants. The exercise of these
warrants is contingent upon the approval by the stockholders of the increase
of the Company's authorized shares of Common Stock, par value $.01 per share,
from twenty-five million shares to fifty million shares. See "Certain
Transactions".
</FN>
</TABLE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
%of Total Options/
Number of Securities SARs Granted to Exercise or
Underlying Options/ Employees in Base Price Expiration
Name SARs Granted Fiscal Year ($/Share) Date
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Edward C. Levine 60,000 (1) 9.8 $.50 1/03/97
250,000 (2) 41.0 $.25 4/25/98
<FN>
_______________
Notes: (1) These warrants were issued in 1990. In 1995, the exercise price
of these warrants was reduced by the Company from $1.00 per share to $.50 per
share.
(2) No shares of the Company's Common Stock have been reserved for the
issue of the shares underlying these warrants. The exercise of these warrants
is contingent upon the approval by the stockholders of the increase of the
Company's authorized shares of Common Stock, par value $.01 per share, from
twenty-five million shares to fifty million shares. See "Certain
Transactions".
</FN>
</TABLE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
The following table sets forth certain information regarding the exercise
of stock Options during the fiscal year ended June 30, 1995 and the fiscal year
ended value of unexercised options for the Company's named executive officers.
<CAPTION>
Value of
Unexercised
Number of Unexercised In-the-money
Shares Options at Fiscal Options at
Acquired Value Year-End Fiscal Year End
on Realized Exercisable/ Exercisable/
Name Exercise ($) Unexercisable(1) Unexercisable(2)
<S> <C> <C> <C> <C>
E.C. Levine 0 $0 540,000/250,000 $9,373/$0
J.P. Nelson 0 $0 430,000/200,000 $0/$0
J.S. Rakoczy 0 $0 190,000/100,000 $3,125/$0
<FN>
______________
Notes:(1) No shares of the Company's Common Stock have been reserved for
the issue of the shares underlying these warrants. The exercise of these
warrants is contingent upon the approval by the stockholders of the increase
of the Company's authorized shares of Common Stock, par value $.01 per share,
from twenty-five million shares to fifty million shares. These warrants are
deemed to have no value.
(2) Calculated based on the excess of the closing market price of the
Company's Common Stock as reported on the NASDAQ Stock market on June 30,
1995 ($0.3125) over the option exercise price.
</FN>
</TABLE>
Security Ownership of Certain Beneficial Owners and Management
<TABLE>
The following table indicates as of March 1, 1996 the number of shares of the
Company's Stock beneficially owned by (i) each Officer and Director, (ii) each
5% stockholder of the Company's Stock known to the Company, and (iii) all
Officers and Directors as a group:
<CAPTION>
Class Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
<S> <C> <C> <C>
Common Edward C. Levine
450 West 31st Street
New York, NY 10001 538,826-Direct 2.65%
Common Jeffrey P. Nelson
450 West 31st Street
New York, NY 10001 100,000-Direct .49%
Common Jarema S. Rakoczy
450 West 31st Street
New York, NY 10001 126,450-Direct .62%
Common All Directors and
Officers as a group
(4 persons) 765,276 3.76%
</TABLE>
Certain Transactions
On May 9, 1995 the Company authorized the issuance of warrants to
purchase 150,000 shares of its Common Stock exercisable on or before April
5, 1998 at an exercise price of $.25 per share. Said Warrants will be issued
in consideration of services to be rendered to the Corporation by Mr.
Augustin by serving as a Director and Treasurer of the Corporation which
services will become effective on the date PrimeCare Systems, Inc. the
Corporation's wholly owned subsidiary, executes a contract with the Mount
Sinai School of Medicine ("MSSM") for the MSSM to update the medical content
of the PrimeCare System. Exercise of these warrants by the holders thereof
is subject to the occurrence of an increase in the number of the
Corporation's authorized shares of Common Stock, par value $.01 per share,
from twenty-five million to fifty million.
On April 25, 1995, for services rendered or to be rendered, the Company
authorized the issuance of, and thereafter issued, warrants to purchase
shares of its Common Stock. The exercise of these warrants by the holders
thereof is subject to a grant of authority by the Stockholders for an
increase in the number of the Company's authorized shares of Common Stock,
par value $.01 per share, from twenty-five million shares to fifty million
shares (see Proposal Two, below), as follows: Edward C. Levine, 250,000
warrants; Jeffrey P.Nelson, 200,000 warrants; and Jarema S. Rakoczy, 100,000
warrants. In addition thereto, the Company extended the date for the
exercise of outstanding warrants from November 1995 until November 1997: for
Edward C. Levine for 300,000 warrants, for Jeffrey P. Nelson for 250,000
warrants, and for Jarema S. Rakoczy for 150,000 warrants, and changed the
exercise price for 60,000 warrants previously issued to Edward C. Levine
expiring on June 30, 1997 from $1 per share to $.50 per share.
On January 4, 1994, for services rendered or to be rendered, the Company
authorized the issuance of, and thereafter issued, warrants to purchase
shares of its Common Stock as follows: Edward C. Levine, 180,000 warrants;
Jeffrey P. Nelson, 180,000 warrants; and Jarema S. Rakoczy, 40,000 warrants;
and extended the date for exercise of 60,000 warrants issued to Edward C.
Levine from January 1994 until January 1997.
PROPOSAL TWO: AMENDMENTS TO CERTIFICATE OF INCORPORATION
The Company is presently authorized to issue 1,000,000 shares of its
Preferred Stock, par value $.l0 per share, and to issue 25,000,000 shares of
its Common Stock, par value $.0l per share. As of March 8, 1996: 200,000
shares of Preferred Stock were outstanding (comprised of 100,000 shares of
Series B Preferred and 100,000 shares of Series E Preferred); 21,460,759
shares of Common Stock were outstanding; and 3,076,000 shares of Common Stock
were reserved for future issuance in connection with outstanding warrants.
This leaves only 463,241 shares of Common Stock available for issuance to
provide additional working capital through the sale of equity interests in
the Company, as well as for any other purpose.
This prompted the Board of Directors to recommend the amendment of
Article Fourth of the Company's Certificate of Incorporation to increase the
number of authorized shares of its Common Stock whereby the Board would be
able to establish and designate the number of shares and relative rights,
preferences and limitations, including dividend, redemption, conversion,
liquidation and voting rights and similar matters of such Common Stock.
Other than to provide additional working capital through the sale of
equity interests in the Company, and to provide for the issuance of shares of
Common Stock upon the exercise of warrants described herein and for the
creation of a Series B Common Stock as hereinafter described, the Company
has no specific plans for the issuance of additional shares of Common Stock.
Such issuance may prove advisable in the future in connection with stock
dividends, acquisitions, employee benefit plans or other corporate purposes.
Except as may be provided under Delaware law or the rules of any national
securities exchange on which shares of Common Stock of the Company are at
the time listed, authorized but unissued Common Stock will be issued as
determined by the Company's Board without further action by the Stockholders.
Such action by the Company's Board without the delay and expense of obtaining
the approval of stockholders at a special meeting, will afford the Company
greater flexibility in acting upon proposed transactions.
Management has no knowledge of any specific effort by anyone to
accumulate the Company's securities or to obtain control of the Company by
means of a merger, a tender offer, a solicitation in opposition to
management, or otherwise. Therefore Management's recommendation in favor of
Proposal Two is not made to thwart any such effort. Nevertheless, the
additional shares of Common Stock, for which authorization is sought, would
be available for issuance by the Company's Board and, therefore, could be
used for purposes that might be deemed to be in defense of a potential
takeover threat.
As of May 16, 1994, the Company acquired PrimeCare Systems, Inc. ("PSI").
In an effort to relate the potential dividends to be paid to the PSI sellers
to the earnings of the PSI business segment alone, the parties agreed that
the PSI acquisition would be made by the Company's issuance of 100,000 shares
of its Series B Preferred Stock. The parties further agreed that, subject to
the grant of an authorization by the Company's Stockholders for an increase
in the Company's authorized Common Stock, the Company, through its Board,
would create a Series B Common Stock, par value $.01 per share, and the PSI
sellers would be entitled to convert their shares of Series B Preferred
Stock into fully paid and nonassessable shares of Series B Common Stock. The
basis for such conversion would be ten shares of Series B Common Stock for
each share of Series B Preferred Stock which is converted. The Series B
Common Stock, if authorized, would be a class of Common Stock, par value
$.01 per share, which would have rights pari pasu with the Corporation's
Common Stock, except for dividends, which dividends, would be determined on
the same basis as is currently provided for the Series B Preferred Stock.
The holders of shares of the Series B Common Stock would have the right to
vote for any purpose on the same basis as the holders of the Company's Common
Stock. Assuming that all of the Series B Preferred Stock is converted, based
upon the Company's Stock currently outstanding, the holders of Series B
Common Stock, as a group, will have 4.4% of the total voting power of the
Company's Stock as compared to .46% for the Series B Preferred Stock. As of
March 8, 1996, the shares of voting securities of the Company outstanding
were: 21,460,759 shares of Common Stock, 100,000 shares of Series B Preferred
Stock and 100,000 shares of Series E Preferred Stock, each class of stock
having one vote per share, for an aggregate of 21,660,759 votes. Issuance of
shares of the Series B Common Stock in exchange for all of the shares of
Series B Preferred Stock would increase the total aggregate voting shares to
22,560,759, diluting the current voting power of the Company's Common Stock
from 99.08% of the total vote to 95.12% of the total vote; a dilution of
3.96%.
The Stockholders will be asked to approve the following Resolution:
RESOLVED, that Article Fourth to the Certificate of Incorporation of the
Company is hereby amended in its entirety to read as follows:
FOURTH: (a) The Company is authorized to issue two classes of shares
designated as "Preferred Stock" and as "Common Stock", respectively.
The number of shares of Preferred Stock authorized to be issued is
1,000,000 and the number of shares of Common Stock authorized to be
issued is 50,000,000.
(b) There may be more than one series of either or both of
the Preferred Stock and/or the Common Stock; the Board of Directors
is authorized to determine and alter the rights, preferences,
privileges and restrictions granted to, or imposed upon, a wholly
unissued class of Preferred Stock and/or a wholly unissued class
of Common Stock.
The affirmative vote of the holders of a majority of the issued and
outstanding shares of the Commpany's Stock, in person or represented
by Proxy and entitled to vote at the Annual Meeting, is required for
the adoption of Proposal Two.
THE MEMBERS OF THE BOARD OF DIRECTORS HAVE A CONFLICT OF INTEREST IN
RECOMMENDING STOCKHOLDER APPROVAL OF THIS AMENDMENT IN SO FAR AS EACH DIRECTOR
HAS BEEN ISSUED OR WILL BE ISSUED WARRANTS THE EXERCISE OF WHICH IS
CONTINGENT ON APPROVAL OF THE INCREASE IN THE NUMBER OF THE COMPANY'S
AUTHORIZED COMMON SHARES (SEE NOTE 1 TO AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR, PAGE 4 AND CERTAIN TRANSACTIONS, PAGE 5).
The Board recommends a vote FOR this proposal.
PROPOSAL THREE: RATIFICATION OF AUDITORS
The firm of Dalessio, Millner & Leben has been appointed by management
to be engaged as independent auditors to the Company. Dalessio, Millner &
Leben has served as the Company's auditors since 1991. It is the intention
of the persons named as Proxies in the enclosed form of Proxy to vote all
duly executed Proxies for the appointment of Dalessio, Millner & Leben as
auditors for the current fiscal year, unless the Proxy has been voted against
appointment. If the appointment of Dalessio, Millner & Leben is not approved,
or if that firm shall decline to act as the Company's auditors, or their
employment is otherwise discontinued, the Board will appoint other independent
auditors. Representatives of Dalessio, Millner & Leben are not expected to
be present at the Annual Meeting, and therefore will not be available to
answer questions.
The Board recommends a vote FOR this proposal.
OTHER MATTERS
The Board of the Company knows of no other business constituting a proper
subject for action by Stockholders which will be presented for consideration
at the Annual Meeting, other than the business set forth in this Proxy
Statement. However, should any other business come before the meeting, the
persons named as Proxies will vote in accordance with their best judgment.
Proposals of Stockholders intended to be presented to the 1996 Annual
Meeting of Stockholders must be received by the Secretary of the Company on
or before August 29, 1996 to be considered for inclusion in the Proxy
materials for that meeting. In addition, the By-laws of the Company contain
requirements relating to the timing and content of the notice which
Stockholders must provide to the Secretary of the Company for any matter
to be properly presented at a Stockholders meeting.
BY ORDER OF THE BOARD OF DIRECTORS
New York, New York
March 12, 1996
OCG TECHNOLOGY, INC.
Proxy for Annual Meeting of Stockholders
(This Proxy is solicited on behalf of the Board of Directors)
The undersigned hereby appoints Edward C. Levine, Wynne B. Stern, Jr.,
W. Jordan Fitzhugh, severally, Proxies, with power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Stockholders
to be held at the Holiday Inn Coliseum Hotel & Conference Center, 1815-W
Mercury Blvd., Hampton, VA 23606, on Wednesday, May 1, 1996, at 10:00 A.M.
and at any adjournment thereof.
1. The election of Directors:
FOR all nominees listed (except as written below) [ ]
WITHHOLD AUTHORITY to vote for all nominees [ ]
Edward C. Levine, Jeffrey P. Nelson, Jarema S. Rakoczy, Erich W. Augustin
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the following space:
____________________________________________________________________________
2. To amend the Certificate of Incorporation to increase the number of
shares of Common Stock, par value $.01 per share from 25,000,000 shares to
50,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To ratify the appointment of Dalessio, Millner & Leben as auditors for
the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Any such other business as may properly come before said meeting, hereby
revoking any prior proxy or proxies.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS IN THIS PROXY. IF NOT OTHERWISE SPECIFIED, THIS PROXY IS TO
BE VOTED IN FAVOR OF THE NOMINEES FOR THE ELECTION OF DIRECTORS PROPOSED IN
ITEM I AND IN FAVOR OF ITEMS 2 AND 3.
Dated:...................................
Signed:..................................
..................................
Executors, administrators, trustees, etc.
should give full title. For joint accounts,
each owner should sign. For corporate
signatures, seal should he affixed.
PLEASE RETURN THIS PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
