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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
EDITEK, 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):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2).
[ ] $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;1
4) Proposed maximum aggregate value of transaction:
(Set forth the amount on which the filing fee is calculated and state
how it was determined.)
[ ] Fee Paid Previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
<PAGE>
EDITEK, INC.
1238 Anthony Road
Burlington, North Carolina 27215
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On March 26, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting of the stockholders
("Special Meeting") of EDITEK, Inc., a Delaware corporation (the "Company"),
will be held at the offices of the Company located at 1238 Anthony Rd.,
Burlington, North Carolina on March 26, 1996 at 10:00 a.m. for the following
purposes:
1. To consider and act upon a proposal to ratify and approve an amendment to
Article Fourth of the Company's Certificate of Incorporation to increase its
authorized Common Stock from 30,000,000 to 50,000,000 shares; and
2. To consider and act upon any other matters which may properly come before
the meeting or any adjournment thereof.
In accordance with the provisions of the Bylaws of the Company, the Board
of Directors has fixed the close of business on February 8, 1996 as the record
date for the determination of the holders of the shares of Common Stock
entitled to notice of, and to vote at, the Special Meeting.
Your attention is directed to the accompanying Proxy Statement.
Stockholders are requested to date, sign and mail the enclosed Proxy as
promptly as possible, whether or not they expect to attend the meeting in
person.
By Order of the Board of Directors,
JAMES D. SKINNER
Chairman, President and
Chief Executive Officer
Burlington, North Carolina
February 9, 1996
<PAGE>
EDITEK, INC.
1238 Anthony Road
Burlington, North Carolina 27215
PRELIMINARY PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held On March 26, 1996
PROXIES
The enclosed proxy (the "Proxy") is solicited by and on behalf of the
Board of Directors of EDITEK, Inc., a Delaware corporation (the "Company"), for
use at the Company's special meeting of stockholders (the "Special Meeting") to
be held on March 26, 1996 and at any and all adjournments thereof. Any
stockholder has the power to revoke his or her Proxy at any time before it is
voted. A Proxy may be revoked (1) by delivery of written notice of revocation
to the Secretary of the Company at its principal office, 1238 Anthony Road,
Burlington, North Carolina 27215, (2) by the execution of a subsequent Proxy
and presentment of such subsequent Proxy at the Special Meeting or (3) by
attendance at the Special Meeting and voting in person. This solicitation
is being made by use of the mails and the cost thereof will be borne by
the Company. Shares represented by valid Proxies will be voted in
accordance with the instructions indicated thereon. Unless otherwise
directed, votes will be cast FOR the proposal to amend to the Company's
Certificate of Incorporation to increase the number of authorized
shares of Common Stock.
The costs of solicitation of proxies will be borne by the
Company. In addition to use of mails, proxies may be solicited
personally, or by telephone by one or more of the regular personnel of
the Company without additional compensation. The Company expects to pay
an independent proxy solicitor approximately $5,000 as compensation for
the solicitation of proxies. In addition, the Company may reimburse
brokers and other custodians, nominees and fiduciaries for their
expenses for sending proxy material to beneficial owners, in accordance
with Securities and Exchange Commission regulations.
OUTSTANDING VOTING STOCK
Only holders of record of the Company's Common Stock, par value
$.15 per share (the "Common Stock"), at the close of business on
February 8, 1996, are entitled to vote on matters to be presented at the
Special Meeting. Each share of Common Stock is entitled to one vote
with respect to all such matters. The number of shares of Common Stock
outstanding and entitled to vote at the close of business on February 8,
1996 was 13,193,011.
<PAGE>
VOTE AND QUORUM REQUIREMENTS
The presence in person or by Proxy of holders of a majority of
the outstanding shares of Common Stock is required for there to exist
the quorum needed to transact business at the Special Meeting. If,
initially, a quorum should not be present, the Special Meeting may be
adjourned from time to time until a quorum is obtained.
The affirmative vote of a majority of the outstanding shares of
Common Stock is required for approval of the proposed amendment to the
Certificate of Incorporation of the Company.
Abstention from voting will have the practical effect of voting
against the proposal since it is one less vote for approval. Abstentions
and "broker nonvotes" (as defined below) are counted for purposes of
determining whether a quorum is present, but do not represent votes cast
with respect to any proposal. "Broker non- votes" are shares held by a
broker or nominee for which an executed proxy is received by the
Company, but are not voted as to one or more proposals because
instructions have not been received from the beneficial owners or
persons entitled to vote and the broker or nominee does not have
discretionary voting power.
An independent party will receive and tabulate all proxies and
ballots, and such independent party and certain other team members of
the Company will act as voting inspectors at the Special Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information available to the
Company as of February 8, 1996, regarding the beneficial ownership of
the Common Stock by (i) each person known by the Company to beneficially
own more than Five Percent (5%) of the outstanding Common Stock, and
beneficial ownership of the Common Stock and the Series A Convertible
Preferred Stock, par value $1.00 per share (the "Series A Stock"), by
(i) each of the Directors of the Company, (ii) the Chief Executive
Office and all executive officers whose compensation was $100,000 or
greater during 1995 and (iii) all executive officers and Directors of
the Company as a group: <TABLE> <CAPTION>
Number of Shares Percent of Common
Name Beneficially Owned Stock Outstanding
<S> <C> <C>
Morgan Capital, L.L.C. 989,899 (1) 6.98%
Harlan Kleiman 906,667 (2) 6.43%
Executive Officers and Directors:
James D. Skinner
Chairman, President and Chief
Executive Officer 484,365 (3) 3.56%
<PAGE>
Samuel C. Powell, Ph.D.
Director 536,209 (4) 4.05%
Gene E. Lewis
Director 46,675 (5) *
Robert J. Beckman
Director 8,868 (6) *
Harry S. McCoy
Director, Vice President 817,956 (7) 6.20%
George W. Masters
Director 0 *
Peter J. Heath
Vice President - Finance 160,779 (8) 1.21%
Michael A. Terretti
Vice President, Sales & Marketing 118,818 (9) *
Carole A. Golden, Ph.D.
Vice President-Research &
Development 83,166 (10) *
All directors and executive
officers as a group (9 in number) 2,202,836 (11) 15.72%
</TABLE>
* Less than one percent (1%)
(1) Includes 989,899 shares issuable upon conversion of shares of
Series A Stock which will become convertible within the next 60
days. The conversion rate for the Series A Stock fluctuates
based on the market price of the Common Stock. Consequently, the
number of shares of Common Stock listed as beneficially owned by
Morgan Capital, L.L.C. has been calculated based on average of
the closing bid prices of the Common Stock for the five days
preceding February 5, 1996.
(2) Includes shares issuable under Common Stock Purchase Warrants,
which are or will become exercisable within the next 60 days.
(3) Includes 315,476 shares of Common Stock issuable under options
granted under the Company's stock option plans, 33,333 shares of
Common Stock issuable under Non- Qualified Stock Options, and
50,000 shares of Common Stock issuable under Common Stock
Purchase Warrants purchased in a private sale by Mr. Skinner,
all of which are or will become exercisable within the next 60
days.
<PAGE>
(4) Includes 18,334 shares of Common Stock issuable under stock
options and 32,679 shares of Common Stock issuable under Common
Stock Purchase Warrants which are or will become exercisable
within the next 60 days.
(5) Includes 29,564 shares of Common Stock issuable under options
which are or will become exercisable within the next 60 days.
(6) Includes 8,868 shares of Common Stock issuable under options
which are or which will become exercisable within the next 60
days.
(7) Includes 451,712 shares with contractually provided price
protection. See Amendment of Incorporation to Increase Number of
Authorized Shares of Common Stock.
(8) Includes 134,588 shares of Common Stock issuable under stock
options and 10,000 shares of Common Stock issuable under Common
Stock Purchase Warrants which are or will become exercisable
within the next 60 days.
(9) Includes 103,996 shares of Common Stock issuable under stock
options which are or will become exercisable within the next 60
days.
(10) Includes 83,166 shares of Common Stock issuable under options
which are or will become exercisable within the next 60 days.
(11) Includes 693,992 shares issuable under stock options, 33,333
shares of Common Stock issuable under Non-Qualified Stock
Options and 92,679 shares of Common Stock issuable under Common
Stock Purchase Warrants which are or will become exercisable
within the next 60 days.
AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Certificate of Incorporation presently authorizes
the issuance of a total of 30,000,000 shares of Common Stock, par value
$.15 per share, and 1,000,000 shares of preferred stock, par value $1.00
per share. Of such 30,000,000 presently authorized shares of Common
Stock, 13,193,011 shares were issued and outstanding as of February 7,
1996. In addition, an aggregate of 15,125,801 shares (utilizing certain
assumptions described below) has been reserved for issuance as of
February 8, 1996, as summarized in the following table:
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Shares of Common Stock Reserved for Reserved
<S> <C>
Common Stock Warrants
Series J 60,000
Series K 50,000
Series L 320,000
Series M 10,550
Series N 32,679
Common Stock Options:
Incentive 449,406
Non-Employee Director 239,540
Nonqualified 33,333
Qualified Employee Stock Purchase Plan 75,606
Amended and Restated Equity Compensation Plan 2,998,333
Conversion of 407 Shares of Series A Convertible
Preferred Stock (1) 7,752,381
Common Stock issuable upon exercise of Purchase
Warrants issued to Investment Bankers in connection
with issuance of Series A Convertible Preferred
Stock 586,667
Additional shares for issuance to former
shareholders of MedTox Laboratories, Inc. (2) 2,517,306
</TABLE>
(1) The number of shares of Common Stock issuable upon conversion of
the 407 outstanding shares Series A Convertible Preferred Stock
("Series A Stock") is determined by dividing (a) $50,000 by (b)
the lower of (i) Seventy-Five Percent (75%) of the market price
of the Common Stock of the Company on the date(s) of conversion
or (ii) $2.775. Based on this conversion formula, if all
outstanding shares of Series A Stock had been converted on
February 5, 1996, 7,752,381 shares of Common Stock would have
been issuable. Based on the $2.775 per share price, a minimum
of 7,333,333 shares of Common Stock will be issuable upon
conversion of the 407 shares of Series A Preferred Stock.
(2) The Company issued 2,517,306 shares of Common Stock to the
former shareholders of MedTox Laboratories, Inc. ("MedTox") in
connection with the acquisition of MedTox, which closed
effective as of January 30, 1996, and has agreed by contract to
compensate such shareholders who hold their shares of Common
Stock for decreases in the market value of the Common Stock
below $1.98625 ("Purchase Price"). On certain pre-determined
dates ("Repricing Dates"), to the extent that the stock has a
market price lower than $1.98625 during specified periods prior
to
<PAGE>
each Repricing Date, the former MedTox shareholders will receive
a number of additional shares of Common Stock (the "Additional
Shares") such that the sum of the shares received by such
shareholders at closing (the "Closing Shares") plus the
Additional Shares equals in value the product determined by
multiplying (i) the number of Closing Shares plus Additional
Shares held by each such shareholder after the close of trading
on the day immediately preceding the Repricing Date by (ii) the
Price Protection Price (defined as the lower of $1.98625 or the
lowest Repricing Date Market Price (determined as the five-day
average of the closing sales prices) for any previous Repricing
Date). The 2,517,306 shares listed in the table assumes (i) all
MedTox shareholders hold their shares on the Repricing Dates and
(ii) the market price of the Company's Common Stock decreases to
$.993125 per share.
If more than the total of 15,128,801 shares of Common Stock that
might be issuable were to become issuable, the Company would not have
enough shares of Common Stock authorized for issuance. Accordingly, the
Board of Directors has approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares
of Common Stock from 30,000,000 to 50,000,000.
Neither the holders of the Common Stock nor the holders of the
Series A Stock have preemptive rights. The principal rights of the
Series A Stock are summarized below.
Conversion Rights. Shares of the Series A Stock are convertible
into shares of Common Stock with the number of shares issuable to be
determined by dividing the aggregate price paid for the Series A Stock
($50,000 per share), by (i) the lower of Seventy-Five Percent (75%) of
the market price of the Common Stock of the Company at the time of
conversion or (ii) $2.775. As the market price of the Common Stock
changes from day to day, the number of shares issuable upon conversion
will vary depending upon the conversion date. Conversion rights are
protected from dilution upon occurrence of a stock dividend, stock split
or similar event. In addition, if prior to filing the proposed
amendment to the Certificate of Incorporation the Company runs out of
authorized but unissued shares of Common Stock to issue upon conversion
of Series A Stock, the Company has by contract agreed to protect the
holders of any shares of Series A Stock who have converted Series A
Stock but not received shares of Common Stock from any price decreases
in the Common Stock which occur between the conversion date and the date
the Company issues the shares of Common Stock. Holders of Series A
Stock so affected would, upon shares of Common Stock becoming available
for issuance, be issued additional shares of Common Stock having a
market price equal to the decrease in Market Price between the
conversion date and the issuance date of the shares that were issued
late.
Voting Rights. Except as required by applicable law, the
shares of Series A Stock do not have voting rights.
Dividend Rights. Shares of Series A Stock will accrue an
annual dividend of Four Thousand Five Hundred ($4,500) Dollars per share
(the "Preferred Dividend"). Such Preferred Dividend shall be payable
when and as declared by the Board of Directors in its sole discretion.
The Preferred Dividend is cumulative until December 31, 1997. Dividends
accruing after December 31, 1997 will not be cumulative. No dividend
shall be payable on shares of Common Stock of the Company until all
accrued cumulative unpaid dividends are paid to holders of the shares of
Series A Stock.
<PAGE>
Liquidation Preference. Holders of shares of the Series A Stock
will have a preference upon the liquidation of the Company over the
Common Stock. The initial liquidation preference shall equal Fifty
Thousand ($50,000) Dollars per share of Series A Stock and shall
increase to equal the sum of the initial liquidation preference, plus
all accrued by unpaid cumulative Preferred Dividends plus all declared
but unpaid noncumulative Preferred Dividends. After payment in full of
the liquidation preference, the holders of Series A Stock are not
entitled to receive any additional liquidation payments.
The additional shares of Common Stock, if so authorized, could
be issued at the discretion of the Board of Directors without any
further action by the stockholders except as required by applicable law
or regulation, for use in connection with meeting the Company's existing
commitments to issue shares of Common Stock, acquisitions, efforts to
raise additional capital for the Company and other corporate purposes.
Shares will be issued for purposes other than meeting existing
commitments only upon a determination by the Board of Directors that a
proposed issuance is in the best interests of the Company. No
determination by the Board is necessary to issue shares to meet the
Company's existing commitments.
The Company believes that other synergistic acquisitions are
available to it. The increase in authorized shares will allow the Board
of Directors of the Company to consider and, if in the best interest of
the stockholders, take advantage of any such acquisition possibilities.
In addition, the flexibility vested in the Company's Board of Directors
to authorize the issuance and sale of authorized but unissued shares of
Common Stock and Preferred Stock could enhance the Board of Director's
bargaining capability on behalf of the Company's stockholders in a
takeover situation and could, under some circumstances, be used to
render more difficult or discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of the
Company's securities, or the removal of incumbent management, even if
such a transaction were favored by the holders of the requisite number
of the then outstanding shares. Accordingly, stockholders of the
Company might be deprived of an opportunity to consider a takeover
proposal which a third party might consider if the Company did not have
authorized but unissued shares of Common Stock and a class of authorized
but unissued Preferred Stock.
The Company is not aware of any present efforts to gain control
of the Company or to organize a proxy contest. If such a proposal were
presented, management would make a recommendation based upon the best
interests of the Company's stockholders. Except as described above and
except for certain provisions of its agreements with employees and the
Company's Amended and Restated Equity Compensation Plan which provide
for severance payments and acceleration of vesting of options and stock
upon a change of control, the Company is not aware of any anti-takeover
measures which are currently part of the Company's charter, bylaws or
agreements.
Accordingly, the Board of Directors has proposed that Article
FOURTH of the Company's Certificate of Incorporation be amended to
increase its authorized capital stock. As so amended, this provision of
the Certificate of Incorporation would read as set forth on Appendix A
hereto.
<PAGE>
The Board of Directors recommends a Vote FOR the proposed
amendment to the Certificate of Incorporation. An affirmative vote by
holders of a majority of the outstanding shares of Common Stock entitled
to vote at the Annual Meeting is required to approve the Amendment.
OTHER BUSINESS OF THE MEETING
State law limits substantive matters to be considered at the
Special Meeting to the matters stated in the Notice of Meeting that
accompanies this Proxy Statement. However, procedural or other matters
of which management is not now aware may come before the meeting or any
adjournment thereof. The Proxies confer discretionary authority with
respect to acting on any matter that comes before the meeting, and the
person named in such properly executed Proxies intend to vote, act and
consent in accordance with their best judgment with respect thereto.
Upon receipt of such Proxies (in the form enclosed) in time for voting,
the shares represented thereby will be voted as indicated thereon and in
this Proxy Statement.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal, relating to a proper subject, which a Stockholder
may intend to present for action at the 1996 Annual Meeting of
Stockholders, and which such Stockholder may wish to have included in
the company's proxy materials for such meeting, in accordance with the
provisions of Rule 14a-8 promulgated under the Exchange Act, must be
received in proper form by the Company addressed to Mr. James D.
Skinner, President and Chief Executive Officer, and sent by registered
mail, return receipt requested, and received at the Company's principal
executive office at 1238 Anthony Road, Burlington, North Carolina 27215,
not later than January 8, 1996.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1994 MAY BE OBTAINED WITHOUT CHARGE BY ANY
STOCKHOLDER TO WHOM THE PROXY STATEMENT IS SENT, UPON WRITTEN REQUEST TO
THE SECRETARY, EDITEK, INC., 1238 ANTHONY ROAD, BURLINGTON, NORTH
CAROLINA 27215.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at its Regional Offices located at 75 Park Place, New York,
New York 10007, and the John C. Kluczynski Federal Building, 230 South
Dearborn Street, Chicago, Illinois 60604. Copies of such material can
be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 upon
request and payment of the prescribed fees.
<PAGE>
The Company's Common Stock is listed on the American Stock
Exchange (the "AMEX"), and reports, proxy statements and other
information filed by the Company can be inspected at such exchange.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, each of which was previously filed by
the Company with the Commission pursuant to Section 13 of the Exchange
Act, are incorporated herein by reference:
a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
b) The Company's Report on Form 10-Q for the quarter ended
March 31, 1995.
c) The Company Report on Form 10-Q for the quarter ended
June 30, 1995.
d) The Company's Report on Form 10-Q for the quarter ended
September 30, 1995.
e) The Company's Report on Form 8-K dated January 30, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Proxy Statement and prior to the Special Meeting to which this Proxy
Statement relates shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded 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 or in
any accompanying Proxy Statement Supplement modifies or supersedes such
statements. 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.
The Company will provide without charge to each person to whom a
Proxy Statement is delivered upon written or oral request of each
person, a copy any documents incorporated herein by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this Proxy Statement)
incorporates. Requests for such copies should be directed to EDITEK,
Inc., Attention: Secretary, 1238 Anthony Road, Burlington, North
Carolina 27215, (910) 226- 6311.
By order of the Board of Directors,
JAMES D. SKINNER
Chairman of the Board
President and Chief Executive Officer
Burlington, North Carolina
February 9, 1996
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EDITEK, INC.
The undersigned, a corporation organized and existing under the
laws of the State of Delaware, does hereby certify as follows:
1. The name of the corporation is EDITEK, Inc.
2. The Certificate of Incorporation of the corporation is hereby
amended by deleting Article FOURTH in its entirety and
substituting the following in lieu thereof:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is FIFTY-ONE MILLION
(51,000,000) shares, FIFTY MILLION (50,000,000) of which shall be a
class designated as Common Stock with a par value of FIFTEEN CENTS
($0.15) per share and ONE MILLION of which shall be a class designated
as Preferred Stock with a par value of ONE DOLLAR ($1.00) per share. All
or any part of the authorized capital stock of the Corporation may be
issued and sold, from time to time by the corporation, without further
action by stockholders, for such consideration (but not less than the
par value thereof) and to such persons and on such terms and conditions
as may, from time to time, be fixed or determined by the Board of
Directors. The voting powers, designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof, of the classes of stock of the
corporation which are fixed by this Certificate of Incorporation, and
the authority vested in the Board of Directors to fix by resolution or
resolutions providing for the issuance of Preferred Stock the voting
powers, designations, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or
restrictions thereof, of the shares of Preferred Stock which are not
fixed by the Certificate of Incorporation, are as follows:
1. The Preferred Stock may be issued from time to time in
one or more series, each such series to have such
distinctive designation or title as may be fixed by the
Board of Directors prior to the issuance of any shares
thereof. Each such series may differ from every other
series already outstanding as may be determined from
time to time by the Board of Directors prior to the
issuance of any shares thereof, in any or all of the
following, but in no other, respects:
<PAGE>
(a) The rate of dividend which the Preferred Stock
of any such series shall be entitled to receive,
whether the dividends of such series shall be
cumulative or non-cumulative and, if such
dividends shall be cumulative, the date from
which they shall be cumulative.
(b) The right or obligation, if any, of the
corporation to redeem shares of Preferred Stock
of any series and the amount per share which the
Preferred Stock of any such series shall be
entitled to receive in case of the redemption
thereof, and the right of the corporation, if
any, to reissue any such shares after the same
shall have been redeemed.
(c) The amount per share which the Preferred Stock
of any such series shall be entitled to receive
in case of the voluntary liquidation,
distribution or sale of assets, dissolution or
winding up of the corporation, or in case of the
involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the
corporation.
(d) The right, if any, of the holders of Preferred
Stock of any such series to convert the same
into other classes of stock, and the terms and
conditions of such conversion.
(e) The voting power, if any, of the holders of
Preferred Stock of any series, and the terms and
conditions under which they may exercise such
voting power.
(f) The terms of the sinking fund or fund of similar
nature, if any, to be provided for the Preferred
Stock of any such series.
The description of terms of the Preferred Stock of each
series in respect of the foregoing particulars shall be fixed and
determined by the Board of Directors by appropriate resolution or
resolutions at or prior to the time of the authorization of the issuance
of the original shares of each such series.
2. In case the stated dividends and the amounts payable on
liquidation, distribution or sale of assets, dissolution
or winding up of the corporation are not paid in full,
the stockholders of all series of the Preferred Stock
shall share ratably in the payment of dividends,
including accumulations, if any, in accordance with the
sums which would be payable on such shares if all
dividends were declared and paid in full and in any
distribution of assets other than by way of dividends,
in accordance with the sums which would be payable on
such distribution if all sums payable were discharged
and paid in full.
3. The holders of the Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors,
out of funds legally available therefor, preferential
dividends in cash at, but not exceeding the annual rate
fixed for each particular series. The holders of the
Preferred Stock shall not be entitled to receive any
dividends thereon other than dividends referred to in
this Subdivision 3.
<PAGE>
4. So long as any of the Preferred Stock remains
outstanding, in no event shall any dividend whatsoever,
whether in cash or other property (other than shares of
Common Stock), be paid or declared or any distribution
be made on the Common Stock, nor shall any shares of the
Common Stock be purchased, retired or otherwise acquired
for a consideration by the corporation unless (a) the
full dividends of the Preferred Stock for all past
dividend periods from the respective date or then
current quarter-yearly dividend period shall have been
paid or declared and a sum set apart sufficient for the
payment thereof, and (b) if at any time the corporation
is obligated to retire shares of any series of the
Preferred Stock pursuant to a sinking fund or a fund of
a similar nature, all arrears, if any, in respect of the
retirement of the Preferred Stock of all such series
shall have been made good. Subject to the foregoing
provisions and not otherwise, such dividends (payable in
cash, stock or otherwise) as may be determined by the
Board of Directors may be declared and paid on the
Common Stock from time to time out of the remaining
funds of the corporation legally available therefor, and
the Preferred Stock shall not be entitled to participate
in any such dividend, whether payable in cash, stock or
otherwise.
5. In the event of any liquidation, distribution or sale of
assets, dissolution or winding up of the corporation,
whether voluntary or involuntary, before any
distribution or payment shall be made to the holders of
Common Stock, the holders of the Preferred Stock of each
series shall be entitled to be paid in cash the
applicable liquidation price per share fixed at the time
of the original authorization of issuance of shares of
such respective series, together with a sum, in the case
of each share of the Preferred Stock, computed at the
annual dividend rate for the series of which the
particular share is a part from the date on which
dividends on such share became cumulative to the date
fixed for such distribution or payment less the
aggregate amount of all dividends theretofore and on
such distribution or payment date paid thereon. If such
payment shall have been made in full to the holders of
the Preferred Stock, the remaining assets and funds of
the corporation shall be distributed among the holders
of the Common Stock according to their respective
shares.
6. Subject to the powers, preferences and rights and the
qualifications, limitations and restrictions thereof,
with respect to each class of capital stock of the
corporation having any preference or priority over the
Common Stock, the holders of the Common Stock shall have
and possess all rights appertaining to capital stock of
the corporation. Holders of Common Stock may not act by
written consent without a meeting.
<PAGE>
EDITEK, INC.
ANNUAL MEETING OF STOCKHOLDERS
MARCH 26, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of EDITEK, Inc. (the "Company")
hereby appoints Samuel C. Powell and James D. Skinner, and each or
either one of them, the true and lawful attorneys, agents, and proxies
of the undersigned with full power of substitution for and in the name
of the undersigned, to vote all the shares of Common Stock of EDITEK,
Inc. which the undersigned may be entitled to vote at the Annual Meeting
of Stockholders of the Company to be held at the offices of the Company
located at 1238 Anthony Rd., Burlington, North Carolina on or about
Tuesday, March 26, 1996, at 10:00 A.M., Eastern Time, and at any and all
adjournments thereof, with all the powers which the undersigned would
possess if personally present, for the following purposes:
(Continued and to be signed on the other side)
<PAGE>
[X] Please mark your
votes as in this
example.
FOR AGAINST ABSTAIN
1. The adoption of an Amendment [ ] [ ] [ ]
to the Certificate of Incorporation
as set forth in the Proxy Statement.
2. Considering and acting upon any [ ] [ ] [ ]
other matters which may properly
come before the meeting or any
adjournment thereof.
[ ] Please check box if you intend to attend
the meeting in person This Proxy will be voted for the
choices specified. If no choice
is specified for Proposals 1 or
2, this Proxy will be voted FOR
Proposals 1 and 2.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement dated February 9, 1996.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED.
SIGNATURE(S) ___________________________________ Dated:______, 1996
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee,
guardian, please give your full title as such.
