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:
1 Set forth the amount on which the filing fee is
calculated and state how it was determined.
[X] Fee Paid Previously with preliminary materials.
[X] 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 Statement No: Schedule 14A
3) Filing Party: EDITEK, Inc.
4) Date Filed: February 9, 1996
<PAGE>
EDITEK, INC.
1238 Anthony Road
Burlington, North Carolina 27215
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On June 13, 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 June 13, 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 60,000,000 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 April 22, 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
April 22, 1996
<PAGE>
EDITEK, INC.
1238 Anthony Road
Burlington, North Carolina 27215
PRELIMINARY PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held On June 13, 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 June 13, 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 April 22, 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 April 22, 1996 was 15,714,010.
<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 April 22, 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 Officer 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>
Name Number of Shares Percent of Common
Beneficially Owned Stock Outstanding
<S> <C> <C>
Morgan Capital, L.L.C. 2,969,697 (1) 15.89%
Midland Walwyn Capital, Inc. 1,203,802 (1) 7.12%
Leitinger Corp. 1,636,364 (1) 9.43%
Magal Company 1,515,152 (1) 8.79%
Mifal Klita 1,636,364 (1) 9.43%
Newsun Limited 1,212,121 (1) 7.16%
Samonor Services 1,212,121 (1) 7.16%
Santina Holding 909,091 (1) 5.47%
Siata Holding Corp. 909,091 (1) 5.47%
Privatinvest Bank AG 952,380 (1) 5.71%
<PAGE>
Name Number of Shares Percent of Common
Beneficially Owned Stock Outstanding
Capital Ventures, Intl. 1,212,121 (1) 7.16%
Little Wing L.P. 909,091 (1) 5.47%
Executive Officers and Directors:
James D. Skinner
Chairman, President and Chief
Executive Officer 492,142 (2) 3.05%
Samuel C. Powell, Ph.D.
Director 536,209 (3) 3.40%
Gene E. Lewis
Director 29,564 (4) *
Robert J. Beckman
Director 9,976 (5) *
Harry S. McCoy
Director, Vice President 817,956 (6) 5.21%
George W. Masters
Director 1,109 (7) *
Peter J. Heath
Vice President - Finance 164,390 (8) 1.04%
Michael A. Terretti
Vice President, Sales & Marketing 119,248 (9) *
Carole A. Golden, Ph.D.
Vice President-Research &
Development 87,472 (10) *
All directors and executive
officers as a group (9 in number) 2,275,177 (11) 12.65%
* Less than one percent (1%)
(1) Represents 15,151,516 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 the Series A Preferred Shareholders has
been calculated based on average of the closing bid prices of the Common
Stock for the five days preceding April 22, 1996.
(2) Includes 323,253 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>
(3) 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.
(4) Includes 29,564 shares of Common Stock issuable under options which
are or will become exercisable within the next 60 days.
(5) Includes 9,976 shares of Common Stock issuable under options which are
or which will become exercisable within the next 60 days.
(6) Includes 451,712 shares with contractually provided price protection.
See "Amendment of Incorporation to Increase Number of Authorized Shares of
CommonStock."
(7) Includes 1,109 shares of Common Stock issuable under options which are
or will become exercisable within the next 60 days.
(8) Includes 138,199 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 104,322 shares of Common Stock issuable under stock options
which are or will become exercisable within the next 60 days.
(10) Includes 87,472 shares of Common Stock issuable under options which
are or will become exercisable within the next 60 days.
(11) Includes 712,229 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, 15,714,010
shares were issued and outstanding as of April 22, 1996. In addition,
an aggregate of shares (utilizing certain assumptions described below) has
been reserved for issuance as of April 22, 1996, as summarized in the
following table:
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Shares of Common Stock Reserved for Number of Shares
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 348 Shares of Series A Convertible
Preferred Stock (1) 21,090,909
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
(1) The number of shares of Common Stock issuable upon conversion of the
348 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 April 22, 1996, 21,090,909 shares of Common Stock would have
been issuable. Based on the $2.775 per share price, a minimum of 6,270,270
shares of Common Stock will be issuable upon conversion of the 348 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 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
<PAGE>
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.
The price protection provisions of the Series A Stock could result
in the Company being required to issue more shares of Common Stock than the
Company is authorized to issue. That would occur if the average market price
(as defined in the Company's charter) of the Company's Common Stock at the
conversion dates for the 348 shares of outstanding Series A Stock is lower
than $1.62 per share. The market price of the Company's Common Stock on
April 22, 1996 was $1.00 per share. The price protection provisions of the
MedTox shareholders described above could also require the Company to issue
more shares of Common Stock than the Company is authorized to issue by the
Company's Certificate of Incorporation. In the event the Company is required
to issue more shares of Common Stock than it is authorized to issue, the
persons having the right to such shares could bring litigation against the
Company. Such litigation could have a material adverse affect on the Company.
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 60,000,000.
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.
<PAGE>
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.
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 Company is discussing with certain holders of Preferred Stock
incentives for their delaying conversion of Series A Stock, which incentives
may include granting the holders of Series A Stock additional rights. It is
too early in such discussions to ascertain the results.
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
<PAGE>
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.
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 July 1, 1996.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995 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
<PAGE>
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.
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.
FORWARD LOOKING STATEMENTS
In connection with the "safe "harbor" provisions of the Private
Securities Litigation Reform Act of 1995, readers of this document, and any
document incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both
statements of historical facts and forward looking statements. Forward
looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from those indicated by the
forward looking statements. Examples of forward looking statements include,
but are not limited to (i) projections of revenues, income or loss, earnings
or loss per share, capital expenditures, dividends, capital structure and
other financial items, (ii) statements of the plans and objectives of the
Company or its management or Board of Directors, including the introduction
of new products, or estimates or predictions of actions by customers,
suppliers, competitors or regulatory authorities, (iii) statements of future
economic performance, and (iv) statements of assumptions underlying other
statements about the Company or its business.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ
materially from those indicated by the forward looking statements. These
risks and uncertainties include price competition, the decisions of
customers, the actions of competitors, the effects of government regulation,
possible delays in the introduction of new products, customer acceptance of
products and services, the possible effects of the MedTox acquisition and its
related financings and other factors, which are described herein and/or in
documents incorporated by reference herein.
The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Company should not
be construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the effective date of such Act.
Forward looking statements are beyond the ability of the Company to control
and in many cases the Company cannot predict what factors would cause actual
results to differ materially from those indicated by the forward looking
statements.
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:
<PAGE>
a) The Company's Report on Form 8-K dated January 30, 1996.
b) The Company's Report on Form 8K dated March 5, 1996.
c) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
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
April 22, 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 SIXTY-ONE MILLION (61,000,000) shares, SIXTY
MILLION (60,000,000) 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
<PAGE>
holders of the Preferred Stock shall not be entitled to receive any dividends
thereon other than dividends referred to in this Subdivision 3.
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 eachshare 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.
SPECIAL MEETING OF STOCKHOLDERS
JUNE 13, 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 Thursday, June 13, 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 Special Meeting
and Proxy Statement dated May__, 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.
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