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 Section 240.14a-11(c) or Section
240.14a-12
MEDTOX SCIENTIFIC, 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)(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.
[ ] 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:
Date Filed:
<PAGE>
MEDTOX SCIENTIFIC, INC.
402 West County Road D
St. Paul, Minnesota 55112
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on February 22, 1999
NOTICE IS HEREBY GIVEN that a Special Meeting of the stockholders
("Special Meeting") of MEDTOX SCIENTIFIC, INC., a Delaware corporation (the
"Company"), will be held at The Residence Inn, 2985 Centre Pointe Drive,
Roseville, Minnesota 55113 on Monday, February 22, 1999 at 9:00 a.m. (CST) for
the following purposes:
1. To adopt and approve an amendment to the Company's Certificate of
Incorporation providing for a one-for-twenty reverse stock split of outstanding
Common Stock of the Company; 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 January 7, 1999 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,
Harry G. McCoy
Chairman of the Board and President
St. Paul, Minnesota
January 19, 1999
<PAGE>
MEDTOX SCIENTIFIC INC.
402 West County Road D
St. Paul, Minnesota 55112
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
February 22, 1999
PROXIES
The enclosed proxy (the "Proxy") is solicited by and on behalf of the
Board of Directors of MEDTOX SCIENTIFIC, INC., a Delaware corporation (the
"Company"), for use at a special meeting of stockholders (the "Special Meeting")
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, 402 West County Road D, St. Paul, Minnesota 55112, (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 Proposal 1 concerning the Amendment to the
Company's Certificate of Incorporation providing for a one-for-twenty reverse
stock split.
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 $7,500 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.
The Company anticipates mailing proxy materials to stockholders of record
as of January 7, 1999 (the "Stockholders") on or about January 19, 1999.
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 January 7, 1999 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 January 7, 1999 was 58,029,594.
<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 providing for the reverse stock split. Abstentions
and "broker non-votes" (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.
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information available to the Company as
of January 7, 1999 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, (ii) each of the Directors of the Company,
(iii) the Chief Executive Officer and all executive officers whose compensation
is $100,000 or greater, and (iv) all executive officers and Directors of the
Company as a group:
<TABLE>
<CAPTION>
Name Number of Shares Beneficially Owned Percent of Common Stock Outstanding
<S> <C> <C>
Executive Officers and Directors:
Harry G. McCoy, Pharm. D. 3,860,569 (1) 6.48%
Chairman and President
Richard J. Braun 768,602 (2) 1.29%
Chief Executive Officer and Director
Samuel C. Powell, Ph.D., Director 1,128,034 (3) 1.90%
James W. Hansen, Director 90,277 (4) *
Miles E. Efron, Director 84,722 (5) *
Kevin J. Wiersma, Controller and Secretary 39,996 (6) *
All Directors and Executive Officers As a 5,972,200 (7) 10.02%
Group (6 in number)
</TABLE>
* Less than one percent (1%)
(1) Includes 693,602 shares of Common Stock issuable under options which
are or which will become exercisable within the next 60 days.
(2) Includes 693,602 shares of Common Stock issuable under options which
are or which will become exercisable within the next 60 days.
(3) Includes 76,389 shares of Common Stock issuable under 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.
<PAGE>
(4) Includes 40,277 shares of Common Stock issuable under options which
are or which will become exercisable within the next 60 days.
(5) Includes 34,722 shares of Common Stock issuable under options which
are or which will become exercisable within the next 60 days.
(6) Includes 35,996 shares of Common Stock issuable under options which
are or will become exercisable within the next 60 days.
(7) Includes 1,607,267 shares of Common Stock issuable under options or
warrants which are or will become exercisable within the next 60 days.
APPROVAL OF THE REVERSE SPLIT - Proposal 1
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 1
The Board of Directors of the Company has unanimously approved, and
recommends that stockholders approve, an amendment to the Company's Certificate
of Incorporation to effect a reverse split of the Company's Common Stock and
make a corresponding reduction in the authorized number of shares of Common
Stock which the Company may issue (such actions collectively being referred to
as the "Reverse Split"). The Reverse Split, if approved by stockholders, would
cause all issued and outstanding shares of the Company's Common Stock to be
split, on a reverse basis, one-for-twenty (i.e., stockholders would receive one
share of Common Stock for every twenty shares held by them prior to the Reverse
Split). If the Reverse Split is approved at the Special Meeting, the Company
intends to file documents to effect the Reverse Split with the Secretary of
State of Delaware as soon as practicable thereafter, upon which filing it will
be effective. As described below, the primary objective of the Board in
effecting the Reverse Split is to increase the per share market price of the
Common Stock, and the Reverse Split will be effective on the date such documents
are filed (the "Effective Date").
As part of the Reverse Split, Article V, Section 1 of the Certificate
of Incorporation would be amended to decrease the authorized number of shares of
capital stock which the Company may issue from 76,000,000 shares to 4,750,000
shares, 3,750,000 of which shall be Common Stock, and 1,000,000 of which shall
be Preferred Stock.
The primary objective of the Reverse Split is to increase the per share
market price of the Common Stock. The Company has engaged in discussions with
the American Stock Exchange ("AMEX") regarding the trading price of the
Company's Common Stock. The AMEX requires a minimum stock price of at least
$3.00 per share for initial listing and may delist a stock which trades at a
lower price. The Company's Common Stock has traded below $1.00 per share
throughout 1997 and 1998. Although the AMEX has not commenced delisting
procedures with respect to the Common Stock, it has recommended that the Company
take action to comply with the AMEX's minimum price rules. A failure by the
Company to increase the price of the Common Stock could result in delisting of
the Common Stock by the AMEX.
<PAGE>
A delisting of the Common Stock would have a number of adverse effects
on the Company's stockholders. Availability of current market price information
for the Common Stock and news coverage of the Company will be limited. Delisting
may have the effect of restricting investors' interest in the Common Stock and
may have a material adverse effect on the trading market and prices for the
Common Stock as well as the Company's ability to issue additional securities or
to secure additional financing. Because of the adverse impact on the trading
market of the Common Stock and the potential loss of effective trading markets,
the volatility of the Common Stock may be increased.
In addition, stocks with low per share prices are subject to additional
federal and state regulatory requirements. Because the market price of the
Common Stock is less than $5 per share, the Common Stock cannot be used as
collateral for margin loans. In addition, Common Stock priced less than $5 per
share is deemed a "penny stock" under federal securities laws, resulting in
application of additional regulatory restrictions. Although the price of the
Common Stock is less than $5 per share, the Company does not believe that its
Common Stock is a penny stock under federal securities laws, because the
Company's net tangible assets exceed the required threshold of $4 million.
However, there is no assurance that the Company will continue to meet the net
tangible assets requirement or other exemptions from the definition of a penny
stock in the future. If the price of the Common Stock can be maintained at
approximately $5.00 per share, the number of institutional investors interested
in purchasing Common Stock is likely to increase. This could improve the
liquidity of the Common Stock for all stockholders.
If the Reverse Split is not approved by stockholders, the Company
believes that the Common Stock will not be eligible to continue to be traded on
the American Stock Exchange. Similarly, the Common Stock likely would not be
eligible to be traded on the Nasdaq National Market System or the Nasdaq Small
Cap Market because the Company is not currently able to meet certain of the
Nasdaq's initial listing requirements. In particular, the initial listing
requirement of the Nasdaq National Market is a minimum bid price of $5 per
share, and the initial listing requirement of the Nasdaq Small Cap Market is a
minimum bid price of $4 per share.
For the foregoing reasons, the Board of Directors has determined that a
recapitalization through the Reverse Split would be in the best interests of the
Company and its stockholders, and recommends stockholders approve the Reverse
Split.
Effects of the Reverse Split
General Effects. The principal effect of the Reverse Split would be to
decrease the number of outstanding shares of the Company's Common Stock.
Specifically, the 58,029,594 shares of Common Stock issued and outstanding on
the Record Date would, as a result of the Reverse Split, be converted into
approximately 2,901,480 shares of Common Stock (with the precise number
depending upon the extent of fractional shares resulting from the Reverse Split,
which will be converted to cash based upon the market price for a share of
Common Stock on the trading day prior to implementation of the Reverse Split).
The number of shares of Common Stock authorized for issuance by the Company's
Certificate of Incorporation following the Reverse Split would be
proportionately adjusted from 75,000,000 shares to 3,750,000 shares.
Accordingly, after the Reverse Split, there would be approximately 848,520 "new"
(or post-Reverse Split) shares of Common Stock ("New Shares") available for
issuance by the Company.
<PAGE>
Effect on Market for Common Stock. On January 4, 1999, the closing
price of the Company's Common Stock as quoted on the AMEX was $0.25 per share.
By decreasing the number of shares of Common Stock otherwise outstanding without
altering the aggregate economic interest in the Company represented by such
shares, the Board believes that the per share market price for the Company's
Common Stock will be increased in excess of the minimum $1.00 bid price required
for inclusion continued listing of shares on the AMEX. Based on the $0.25 per
share closing price on January 4, 1999 and applying the Reverse Split, the per
share price of the Common Stock would have been $5.00. There can be no
assurance, however, that the per share price would remain at that level.
Effect on Stock Options and Warrants. The total number of shares of
Common Stock issuable upon the exercise of options and warrants to acquire such
shares, and the exercise price thereof, shall be proportionally adjusted to
reflect the Reverse Split.
Effect under the Company's Rights Plan. Following the implementation of
the Reverse Split, each share of Common Stock will continue to have one
preferred share purchase right (a "Right") associated with it; however, the
number of shares of Preferred Stock issuable upon the exercise of each Right
shall be proportionally adjusted to reflect the Reverse Split (i.e., following
the effectiveness of the Reverse Split, each Right, under certain circumstances,
would be eligible to purchase up to twenty one-hundredths of a share of
Preferred Stock).
Changes in Stockholders' Equity. The Reverse Split would reduce the
Company's stated capital, which consists of the par value per share of Common
Stock multiplied by the number of such shares outstanding, from the amount which
would otherwise exist (assuming the share amounts set forth above, the Reverse
Split would reduce the Company's stated capital by approximately 8,269,217).
Although the par value of Common Stock would remain at $0.15 per share following
the Reverse Split, stated capital would be decreased because the number of
shares outstanding would be reduced. Correspondingly, the Company's additional
paid-in capital, which consists of the difference between its stated capital and
the aggregate amount paid to the Company upon its issuance of all then
outstanding shares of Common Stock, would be increased.
Appraisal Rights. Pursuant to the Delaware General Corporate Law,
the Company's stockholders are not entitled to appraisal rights with respect
to the Reverse Split.
Disadvantages. The Company believes that, as a result of the Reverse
Split, certain shareholders may incur increased expenses in selling odd-lot
shares of the Company's Common Stock.
<PAGE>
Fractional Shares
No scrip or fractional Shares will be issued as a result of the Reverse
Split, and fractional share interests will not entitle the holder thereof to
exercise any right of a stockholder with respect thereto. In lieu of issuing
certificates evidencing fractional shares, each stockholder whose holdings on
the Effective Date are not evenly divisible by 20 will be given the option,
exercisable within 60 days, of either: (i) selling to other stockholders of the
Company through the Company's transfer agent, American Stock Transfer & Trust,
Inc. (the "Exchange Agent") his or her fractional share interest at a price in
cash equal to the average of the reported closing prices for the shares on the
AMEX for the ten trading days immediately preceding the Effective Date (the
"Average Selling Price") per each 1/20 of a share of New Shares; or (ii)
purchasing from other Stockholders through the Exchange Agent, at a price in
cash equal to the Average Selling Price per each 1/20 of a share of New Shares,
a sufficient fractional share interest to "round-up" to a full New Share (and
thereby receive certificates representing whole New Shares in exchange for such
fractional share interests).
The Exchange Agent will act as agent for the stockholders in connection
with the purchase and sale of fractional share interests for the purpose of
combining such interest into whole shares. The Company will not solicit purchase
or sale orders for fractional share interests. The transmittal form, which will
be sent to stockholders after the Reverse Split becomes effective, will ask
stockholders to designate whether he or she wishes to (i) sell any fractional
share interest or (ii) purchase a sufficient fractional share interest from
other stockholders to round-up his or her fractional share interest to a whole
New Share.
The Exchange Agent will, based on the order of receipt, match the
transmittal forms of stockholders wishing to purchase fractional share interests
with those of stockholders wishing to sell their fractional share interests.
Accordingly, if stockholders wish to purchase more fractional share interests
than those that have been offered for sale, the desire of some stockholders to
purchase additional fractional share interests will not be met. Although no
assurances can be given, the Company believes it likely that all requests to
purchase a fractional share interest will be satisfied. Stockholders will not be
permitted to purchase a larger fractional share interest than is necessary to
round-up to the next highest whole number of New Shares.
The period during which stockholders will be able to make the
aforementioned election will expire 60 days after the transmittal forms are
mailed to stockholders. Any stockholder whose transmittal form is not received
by the Exchange Agent within such period will be deemed to have elected to sell
any fractional share interest held by him or her. Any fractional share interests
not purchased by other stockholders will be purchased by the Company.
Federal Income Tax Consequences
The following summary of the federal income tax consequences of the
Reverse Split is based on current law, including the Internal Revenue Code of
1986, as amended, and is for general information only. The tax treatment for any
stockholder may vary depending upon the particular facts and circumstances of
such stockholder. Certain stockholders, including insurance companies,
tax-exempt organizations, financial institutions, broker-dealers, non-resident
aliens, foreign corporations and persons who do not hold Common Stock of the
Company as a capital asset, may be subject to special rules not discussed below.
<PAGE>
Accordingly, each stockholder should consult his or her tax advisor to determine
the particular tax consequences to him or her of the Reverse Split, including
the application and effect of federal, state, local or foreign income taxes and
other laws.
The receipt of whole New Shares (excluding fractional New Shares) in
the Reverse Split should be non-taxable for federal income tax purposes.
Consequently, a stockholder receiving New Shares will not recognize either gain
or loss, or any other type of income, with respect to whole New Shares received
as a result of the Reverse Split. In addition, the tax basis of such
stockholder's shares of Common Stock prior to the Reverse Split will carry over
as the tax basis of the stockholder's New Shares. The holding period of the New
Shares should also include the stockholder's holding period of the Common Stock
prior to the Reverse Split, provided that such Common Stock was held by the
stockholder as a capital asset on the effective date of the Reverse Split.
Any stockholder who receives cash in lieu of a fractional New Share
pursuant to the Reverse Split will recognize gain or loss equal to the
difference between the amount of cash received and the portion of the aggregate
tax basis in his or her shares of Common Stock allocable to such fractional New
Share. If the shares of Common Stock were held as a capital asset on the
effective date of the Reverse Split Effective Date, then the stockholder's gain
or loss will be a capital gain or loss. Such capital gain or loss will be a
long-term capital gain or loss if the stockholder's holding period for the
shares of Common Stock is longer than eighteen months, a short-term capital gain
or loss if the stockholder's holding period is twelve months or less and
mid-term gain or loss if the stockholder's holding period is longer than twelve
months and less than eighteen months.
Based on certain exceptions contained in regulations issued by the
Internal Revenue Service, the Company does not believe that it or its
stockholders would be subject to backup withholding or informational reporting
with respect to cash distributed in lieu of fractional New Shares.
Exchange Of Shares
On or after the effective date of the Reverse Split Effective Date,
the Company will mail to each stockholder of record a letter of transmittal.
Stockholders will be able to receive a certificate representing New Shares and,
if applicable, cash in lieu of a fractional New Share only by transmitting to
the Exchange Agent such stockholder's stock certificate(s) for shares of Common
Stock outstanding prior to the Reverse Split, together with the properly
executed and completed letter of transmittal, and such evidence of ownership of
such shares as the Company may require. Stockholders will not receive
certificates for New Shares unless and until the certificates representing their
shares of Common Stock outstanding prior to the Reverse Split are surrendered.
Stockholders should not forward their certificates to the Exchange Agent until
the letter of transmittal is received and should surrender their certificates
only with such letter of transmittal.
Payment in lieu of a fractional New Share will be made to any
stockholder entitled thereto promptly after receipt by the Company or its
Exchange Agent of a properly completed letter of transmittal and stock
certificate(s) for all of his or her shares of Common Stock outstanding prior to
the Reverse Split. There will be no service charge payable by stockholders in
connection with the exchange of certificates or in connection with the payment
<PAGE>
of cash in lieu of the issuance of a fractional New Share. These costs will be
borne by the Company.
Required Vote
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock entitled to vote on the matter at the Annual
Meeting will be required to approve the Reverse Split described in this Proposal
1.
The Board of Directors recommends a vote FOR Proposal 1.
OTHER BUSINESS OF THE MEETING
Management is not aware of any matters to come before the Special
Meeting other than those stated in the Proxy Statement. However, inasmuch as
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 thereon, and the persons 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 the
Proxy Statement.
HARRY G. McCOY
Chairman of the Board
and President
St. Paul, Minnesota
January 19, 1999
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. The Commission maintains a web site that contains
reports, proxy and information statements, and other information regarding
issues that are filed electronically with the Commission. The address of the web
site is HTTP://WWW.SEC.GOV.
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.
<PAGE>
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:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
2. The Company's Report on Form 8-K dated June 3, 1998.
3. The Company's Report on Form 8-K dated September 21, 1998.
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 of Shareholders 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 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.
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 of
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 MEDTOX SCIENTIFIC, INC., Attention: Secretary, 402 West
County Road D, St. Paul, Minnesota 55112, (651) 636-7466.
<PAGE>
Appendix A
MEDTOX SCIENTIFIC, INC.
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 22, 1999
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of MEDTOX Scientific, Inc. (the "Company")
hereby appoints Harry G. McCoy and Richard J. Braun, 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 MEDTOX SCIENTIFIC, Inc. which the undersigned may
be entitled to vote at a Special Meeting of Stockholders of the Company to be
held at the Residence Inn located at 2985 Centre Point Drive, Roseville,
Minnesota on or about Monday, February 22, 1999, at 9:00 A.M., Central 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>
Please mark your
votes as in this
example FOR AGAINST ABSTAIN
[ ] [ ] [ ]
For Withheld
[ ] [ ] 1. To adopt and approve an
Amendment to the
Company's Certificate of
Incorporation
providing for a
one-for-twenty
reverse stock split of
outstanding Common Stock
of the Company.
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
with respect to the adoption and approval to the Company's Certificate of
Incorporation, this Proxy will be voted FOR the adoption and approval to the
Company's Certificate of Incorporation.
If no choice is specified for Proposal 2, this Proxy will be voted FOR Proposal
2.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated January 19, 1999.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED.
SIGNATURE(S) ________________________________ Dated:___________ _____, 1999
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.
