THIS DOCUMENT IS THE DEFINITIVE PROXY STATEMENT AND FORM OF PROXY AS SENT TO
SHAREHOLDERS OF LASER CORPORATION ON APRIL 19, 1996.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. _____)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box: [ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
LASER CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified in its Charter)
LASER CORPORATION
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing: (Check the appropriate box)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(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 0-1: _/
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:___________________________
_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:________________________________________________________________
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
LASER CORPORATION
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors of Laser Corporation (the
"Company") for the 1996 Annual Meeting of Shareholders of the Company to be
held on May 22, 1996, at 10:00 a.m. MDT, at the Company's headquarters, 1832
South 3850 West, Salt Lake City, Utah. Shareholders will consider and vote
upon the proposals described herein and referred to in the Notice of Annual
Meeting accompanying this Proxy Statement.
The close of business on April 10, 1996, has been fixed as the
record date for the determination of the Shareholders entitled to notice of,
and to vote at, the Annual Meeting. On such date there were outstanding and
entitled to vote 672,098 shares of common stock. Each share of common stock
is entitled to one vote on each matter to be considered at the meeting. For a
description of the principal holders of such stock, see "Security Ownership of
Certain Beneficial Owners and Management" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the Shareholders. Any Proxy not specifying the
contrary will be voted in favor of Management's nominees for directors of the
Company.
The Proxies being solicited by the Board of Directors may be
revoked by any Shareholder giving the Proxy at any time prior to the Annual
Meeting by giving notice of such revocation to the Company, in writing, at the
address of the Company provided below. The Proxy may also be revoked by any
Shareholder giving such Proxy who appears in person at the Annual Meeting and
advises the Chairman of the Meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 1832
South 3850 West, Salt Lake City, Utah 84104. This Proxy Statement and the
enclosed Proxy are being furnished to Shareholders on or about April 19, 1996.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
The following table sets forth information as of March 31, 1996,
as to each person who owns of record, or is known by the Company to own
beneficially, more than five percent (5%) of any class of voting securities of
the Company.
Amount and
Nature of Percent
Title Name & Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class(2)
- -------- --------------------- ------------ --------
Common Dr. William H. McMahan(3) 154,096 21.1
3959 West 1820 South
Salt Lake City, UT 84104
Common Paula F. Julander(4) 82,000 11.2
1467 Penrose Drive
Salt Lake City, UT 84103
Common J. Morton Davis 43,693 6.0
D. H. Blair Holdings, Inc.
D. H. Blair Investment
Banking Corp.(5)
44 Wall Street
New York, NY 10005
(1) Except as otherwise indicated, all shares are directly owned with voting
and investment power held by the person named.
(2) Unless otherwise noted, based upon 730,098 shares (including shares
subject to options that are exercisable within sixty days) outstanding
as of March 31, 1996.
(3) Based upon information included on a Form 4 filed by Dr. McMahan, former
Chairman and President of the Company, with the Securities and Exchange
Commission ("SEC") on January 15, 1990. The Company has not received
any amendments to this Form 4. Includes 17,664 shares held by Linda R.
McMahan, Dr. McMahan's spouse.
(4) Based upon information provided by Ms. Julander on a Form 4 filed with
the SEC on January 24, 1995.
(5) Based upon information included in a Schedule 13G, a copy of which was
provided to the Company by J. Morton Davis, D. A. Blair Holdings, Inc.
and D. H. Blair Investment Banking Corp. on February 12, 1993. No
amendments to this Schedule 13G have been received by the Company.
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Security Ownership of Management
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The following table sets forth certain information as of March 31,
1996, regarding the ownership of each class of equity securities of the
Company by each director or nominee for director of the Company and by all
executive officers and directors as a group.
Amount and
Nature of Percent
Title Name & Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class
- -------- ------------------- ------------ -----
Common B. Joyce Wickham 16,400 2.2
Common Rod O. Julander 98,000(2) 13.4
Common Mark L. Ballard 12,219 1.7
Common All Officers and 126,619 17.3
Directors as a Group
(3 persons)
(1) Except as otherwise indicated, all shares listed include shares subject
to options that officers and directors have the right to exercise within
sixty days and are directly owned with voting and investment power held
by the person named.
(2) Includes 82,000 shares owned by Paula F. Julander, his wife, as to which
Dr. Julander disclaims beneficial ownership.
Ms. Wickham and Messrs. Julander and Ballard are required to
annually report the acquisition of options granted pursuant to stock option
plans of the Company on a Form 5. These reports were filed for 1995 and
evidence the grant of options to the individuals named.
Changes in Control
- ------------------
The Company is unaware of any arrangement which may at a
subsequent date result in any change of control of the Company.
PROPOSAL 1 - ELECTION OF DIRECTORS
----------------------------------
The Company's Articles of Incorporation provide that the board of
directors shall be elected each year at the annual meeting of the Shareholders
of the Company. At the 1996 Annual Meeting, the Board of Directors will
nominate B. Joyce Wickham, Rod O. Julander, and Mark L. Ballard for election
as directors of the Company. Upon election, the directors will serve until
the next Annual Meeting of the Shareholders and until their successors have
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been elected and qualified. The Board of Directors believes that all of the
nominees will be available and able to serve as directors.
In the absence of instructions to the contrary, the persons named
in the Proxy will vote the Proxies "FOR" the election of the nominees listed
below, unless otherwise specified in the Proxy. The Board of Directors has no
reason to believe that any nominee will be unable to serve, but if any nominee
should become unable to serve, the Proxies will be voted for such other person
as the Board of Directors shall recommend.
Certain information concerning the nominees to the Board of
Directors is set forth below:
Has Served
Name of Company as Director
Nominee Age Position Held Since
- ------- --- ------------- -----------
B. Joyce 44 Director, Chairman, 1989
Wickham President, Chief
Executive Officer
and Treasurer
Rod O. 62 Director and Secretary 1989
Julander
Mark L. 48 Director, Vice President 1994*
Ballard and Assistant Secretary
* Mr. Ballard served as a Director of the Company from June 1983 to October
1987.
Board and Committee Meetings
- ----------------------------
There were seven meetings of the Board of Directors during the
last fiscal year. Each of the directors attended at least seventy-five (75%)
of the meetings held. For a description of directors' fees, see "Executive
Compensation - Compensation of Directors." The Board of Directors has
designated Audit, Stock Option, and Executive and Compensation committees. At
the present time, Rod O. Julander is the sole member of the Audit and
Executive and Compensation committees. Dr. Julander and B. Joyce Wickham are
members of the Stock Option committee, employee plan. B. Joyce Wickham and
Mark L. Ballard are members of the Stock Option committee, director plan.
The functions performed by the Audit Committee include (i) meeting
with the Company's independent auditors to discuss the scope of the auditors'
annual review of the Company's financial statements, procedures recommended by
the auditors, and the results of the auditors' annual review, and (ii)
reporting and making recommendations to the Board of Directors. The Audit
Committee held one meeting in 1995.
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The functions performed by the Executive and Compensation
Committee are to periodically review the compensation paid to officers of the
Company and to make recommendations to the Board of Directors concerning such
compensation. The Executive and Compensation Committee held two meetings in
1995.
The functions performed by the Stock Option Committee, employee
plan, include (i) administering the Company's employee stock option plans, and
(ii) determining eligible officers and employees to whom any stock options
should be granted pursuant to the stock option plans, the number thereof, and
the terms of any such grants. This Stock Option Committee held two meetings
in 1995.
The functions performed by the Stock Option Committee, director
plan, include (i) administering the Company's director stock option plans, and
(ii) determining eligible directors to whom any stock options should be
granted pursuant to the stock option plans, the number thereof, and the terms
of any such grants. This Stock Option Committee held two meetings in 1995.
Executive Officers and Directors
- --------------------------------
The executive officers, directors, and significant employees of
the Company are listed on the following table:
Name Position Age
---- -------- ---
B. Joyce Wickham Chairman, Director, 44
President, Chief
Executive Officer
and Treasurer
Mark L. Ballard Director, Vice President 48
and Assistant Secretary
Rod O. Julander Director and Secretary 62
The term of each executive officer is one year. Officers are
elected each year at the Annual Meeting of the Board of Directors.
Certain information regarding the business experience of these
executive officers, directors and significant employees is set forth below.
B. Joyce Wickham.
-----------------
Ms. Wickham was elected Chairman of the Board,
President and Chief Executive Officer, and Treasurer of the Company in 1989.
She has served in those capacities since that time, except for the period from
June 1989 until December 1990 when she served solely as Chairman of the Board
and Treasurer. Ms. Wickham has been employed by the Company and its
subsidiaries or associated companies since 1981, with the exception of one
year during 1988-1989 at which time she was employed with McMahan Enterprises
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and Kaye Corporation in General Management and as Director of Personnel and
Operations. Ms. Wickham has held various executive positions for the Company
including Manager of American Laser GmbH, Munich, Germany, Manager of the
Company's Taipei, Taiwan material procurement operations, Manager of Optical
Computer, Inc. and President of Southfork Electronics, Inc. Ms. Wickham holds
a Bachelor of Science Degree in Psychology from Brigham Young University.
Mark Ballard.
-------------
Mr. Ballard currently is employed by the Company as
Vice President of Laser Corporation and President of American Laser. He was
elected to these positions in May 1991 and June 1994, respectively. Prior to
May 1991, Mr. Ballard held various executive, officer and director positions
for the Company and its subsidiaries. He has been employed by the Company
since 1975, with the exception of one year during 1983-1984 at which time he
was President and a director of HGM. Mr. Ballard holds a Bachelor of Arts
degree in Accounting from Utah State University.
Rod O. Julander.
----------------
Dr. Julander was elected to the Board of
Directors and as Secretary of the Company in 1989. Dr. Julander has been a
Professor of Public Administration at Weber State University, Ogden, Utah,
since 1960 and is Chairman of the Political Science Department. In 1984 he
was a consultant for University of Utah Center for Public Administration, a
lobbyist for the Utah Chapter of the National Association of Social Workers
and Utah Society of Radiologic Technologists. In 1967 he was Personnel
Consultant at Hill Air Force Base, Utah and from 1965 to 1966 was Executive
Director of the Utah Committee on Children and Youth. Dr. Julander received
his Bachelor of Science and Master of Science in Philosophy and his Ph.D. in
Political Science from the University of Utah.
Dr. Julander is employed full time in activities which do not
involve the Company. Ms. Wickham is employed full time by the Company as its
President, Chief Executive Officer and Treasurer. Mr. Ballard is employed
full time by the Company as its Vice President and Assistant Secretary. If
any outside director is requested to perform services for the Company beyond
normal service as a director, such director will be compensated for the
performance of such services at rates to be agreed upon by such director and
the Company.
There are no family relationships between any directors or
executive officers of the Company.
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EXECUTIVE COMPENSATION
----------------------
The following table sets forth the aggregate cash remuneration
paid by the Company for services rendered in all capacities during the last
fiscal year by its Chief Executive Officer and by its most highly compensated
executive officers whose cash remuneration from the Company and its
subsidiaries exceeded $100,000.
Summary Compensation Table
--------------------------
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Re- Securities Other
Compen- stricted Underlying LTIP Compen-
Name and Year sation Stock Options/ Pay- sation
Principal Ended Salary Bonus (1) Award(s) SARs outs (2)
Position Dec. 31 ($) ($) ($) ($) (#) ($) ($)
- ---------- ------- ------ ----- ------- -------- -------- ----- ------
B. Joyce
Wickham 1995 $68,571 7,210 $278 - 4,000 - $2,773
President, 1994 $60,000 - $542 - 4,000 - $8,693
Chief Executive 1993 $54,000 $672 - 4,000 - $2,308
Officer, and
Director
(1) Amounts include Company payments for additional health insurance coverage.
(2) Payments in lieu of vacation earned. In addition, 1994 amount also
includes $6,500 of 1993 deferred salary.
Other Compensation
- ------------------
Ms. Wickham's Employment Agreement provides to Ms. Wickham, as
additional compensation, a payment equal to fifty percent (50%) of the price
actually paid by her to purchase stock of the Company during any calendar year
of her employment, up to a maximum of ten percent (10%) of her annual
compensation for such year. Ms. Wickham has purchased no shares pursuant to
this provision.
The Company does not have a key-man life insurance policy on the
life of any executive officer or director. The Company provides health and
life insurance to its employees. The Company had no other retirement, pension
or similar programs in 1995. In 1990, the Company established a 401(k)
retirement program for employees. The Company did not make a contribution to
the Plan in 1995.
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Stock Option Plans
- ------------------
The Company has two stock option plans for key employees: an
incentive stock option plan pursuant to which incentive stock options to
purchase a maximum of 50,000 shares of common stock may be issued and a non-
statutory stock option plan pursuant to which non-qualified stock options to
purchase 50,000 shares may be issued. The Stock Option Committee of the Board
of Directors administers both plans and has discretion to determine the terms
of options granted under each plan. Such terms include the exercise price of
each option, the number of shares subject to each option, and the
exercisability of such options. Options under the incentive plan must be
granted at the fair market value on the date of grant except that the option
price must be one hundred ten percent (110%) of such fair market value if the
optionee owns more than ten percent (10%) of the outstanding common stock.
The aggregate fair market value of the shares issuable on exercise of options
granted to any employee in a calendar year may not exceed $20,000 plus certain
carry over allowances. Options under the non-statutory plan must be granted
at a price equal to at least the fair market value of the shares on the date
of grant. The maximum term of options granted under either plan is five
years. Each of the plans provides that if the optionee's employment by the
Company is terminated for any reason the option shall thereupon expire and any
and all right to purchase shares pursuant thereto shall terminate ninety days
after the optionee's employment terminates. Under the incentive stock option
plan, options to purchase an aggregate of 3,500 shares of common stock at an
exercise price of $2.19 per share and an aggregate of 3,500 shares of common
stock at an exercise price of $1.92 per share were granted in 1992 to two
officers and one non-officer employees. During 1993 incentive stock options
were granted and remain exercisable to two officers and one non-officer to
purchase an aggregate of 4,000 shares of common stock at an exercise price of
$3.03 per share and an aggregate of 4,000 shares of common stock at an
exercise price of $1.50 per share. Incentive stock options to purchase an
aggregate of 6,000 shares of common stock at an exercise price of $1.43 per
share and an aggregate of 6,000 shares of common stock at an exercise price of
$5.13 per share were granted in 1994 to two officers and two non-officers. In
1995 incentive stock options were granted to two officers and three non-
officers to purchase an aggregate of 7,500 shares of common stock at an
exercise price of $3.625 per share and an aggregate of 7,500 shares of common
stock at an exercise price of $2.375 per share. None of the options have been
exercised. No options have been granted under the Non-Statutory plan. The
Incentive plan and the Non-Statutory plan, as amended on May 21, 1993 and July
15, 1994 expire on June 30, 1998.
The following table sets forth information respecting all individual
grants of options and stock appreciation rights ("SARs") made during the last
completed fiscal year to any of the executives named in the Summary
Compensation Table above.
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Option/SAR Grants in Last Fiscal Year
-------------------------------------
Individual Grants
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(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Ex-
Options/SARs Employees During Base Price piration
Name Granted (#) Fiscal Year(1) ($/share) Date
B. Joyce Wickham 2,000 21 % $3.625 Jun. 2000
2,000 21 % $2.375 Dec. 2000
(1) The percentages are based on the total of options to purchase 9,500 shares
granted in June of 1995 and the total of options to purchase 9,500 shares
in December of 1995.
Stock Bonus Plan
- ----------------
In January 1985, the Board of Directors adopted a Stock Bonus Plan
(the "Stock Bonus Plan") to provide stock bonuses to qualified employees of
the Company. Fifty thousand (50,000) shares of the Company's common stock
have been reserved for issuance under the Stock Bonus Plan.
The Board of Directors has discretion to determine qualified
employees to whom stock bonuses should be awarded, the number of shares to be
granted to each qualified employee and any restrictions to be placed upon the
shares. No more than 1,000 shares may be granted to any one employee during
any fiscal year. Employees are not required to pay cash or other
consideration for shares awarded under the Stock Bonus Plan. As of March 31,
1996, the Company had granted 846 shares of common stock under the stock bonus
plan, all of which were issued prior to 1987.
Director Options
- ----------------
On October 16, 1987, the Board of Directors adopted a resolution,
ratified by the Shareholders of the Company, granting all non-employee
directors five-year options to purchase 10,000 shares of common stock, at the
end of each six months of service as a director, at the last reported sale
price on the date of grant. Such options will not be granted under the
incentive or non-statutory stock option plans. On March 22, 1990, the Board
of Directors adopted a resolution terminating the director option program. As
of December 31, 1991, options to purchase an aggregate of 10,000 shares of
common stock at exercise prices ranging from $5.60 to $6.90 per share, had
been granted to former directors and now have expired. On May 29, 1992 the
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Board of Directors reinstated this option plan whereby each outside director
would be granted a five-year option to purchase 2,000 shares of common stock
at the end of each six months of service as a director beginning on June 1,
1992. The plan provides that if a director shall cease to be a director of
the Corporation for any reason the option may be exercised by the former
director at any time within one year after such cessation. A formalized
Stock Option Plan and Stock Option Agreement was adopted on September 10,
1992, effective May 29, 1992. On June 1, 1993 the plan was amended to change
the method of calculating the exercise price to that of the employee's
Incentive Stock Option Plan. Of the options granted to directors during 1992,
an aggregate of 2,000 shares of common stock at an exercise price of $2.19 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$1.92 per share remain exercisable. Options granted in 1993 to purchase an
aggregate of 2,000 shares of common stock at the exercise price of $3.03 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$1.50 per share remain exercisable. During 1994, options to purchase an
aggregate of 2,000 shares of common stock at an exercise price of $1.43 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$5.13 per share were granted. Options were granted in 1995 to purchase an
aggregate of 2,000 shares of common stock at the exercise price of $3.625 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$2.375 per share. None of the options have been exercised.
Termination of Employment Arrangement
- -------------------------------------
Pursuant to the terms of the Employment Agreements between B.
Joyce Wickham and the Company and Mark L. Ballard and the Company, in the
event of termination by the Company of their employment, Ms. Wickham shall be
entitled to twelve months of severance benefits at the time of termination and
Mr. Ballard shall be entitled to eleven months of severance benefits at the
time of termination, unless such termination shall be for cause, lack of
performance, resignation or by reason of death.
Compensation of Directors
- -------------------------
Board members who are also employees of the Company do not receive
any directors' fees. Non-employee Board members receive $10,000 per year in
directors' fees. Directors are reimbursed for their expenses of attending
meetings outside the area in which they live.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company's administrative offices and primary assembly
facilities for its laser products are located in an approximately 46,000
square foot building in Salt Lake City, Utah, which is owned by Dr. McMahan,
former Chairman and President of the Company, who owns approximately twenty-
one percent (21%) of the stock of the Company. The Company leases the
building from Dr. McMahan pursuant to a lease agreement which terminates on
April 30, 1999. In January 1992, the lease was amended eliminating the annual
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cost of living index rent escalation provision, providing for a new annual
base rent of $236,725, which was paid in 1994 and 1995. The amendment also
provided for a one-time increase approximately midway through the remaining
lease period to reflect the increase, if any, in fair market rental.
PROPOSED AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION
--------------------------------------------------------------
The Board of Directors has unanimously approved two (2) amendments
to the Company's Articles of Incorporation as follows:
(1) the amendment of Article IV to increase to 10,000,000
from 2,000,000 the number of shares of Common Stock, par value
$.05 per share (the "Common Stock"), which the Company is
authorized to issue without further approval of the shareholders
of the Company; and
(2) an additional amendment of Article IV to authorize the
issuance by the Company of up to 2,000,000 shares of Preferred
Stock, without par value (the "Preferred Stock"), in one or more
series, from time to time, and having such rights, preferences,
privileges, designations and other terms, as the Board of
Directors may determine without further approval of the
shareholders of the Company.
The shareholders will be requested to consider and vote upon each
of these two amendments separately at the Annual Meeting. These proposed
amendments are attached as Exhibit A to this Proxy Statement. The Board of
Directors recommends that the shareholders approve these amendments.
PROPOSAL 2 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
-----------------------------------------------------------------
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
-----------------------------------------------------------
The Company's Articles of Incorporation currently authorize
2,000,000 shares of Common Stock. Of the 2,000,000 shares of Common Stock
currently authorized for issuance, approximately 1,327,902 shares are unissued
and unreserved for issuance. The proposed amendment would increase the number
of authorized shares of the Company's Common Stock to 10,000,000.
If the proposed amendment to the Articles of Incorporation is
approved, the authorized shares of Common Stock in excess of those issued and
reserved will be available for issuance at such times and for such corporate
purposes as the Board of Directors may deem advisable without further action
by the Company's shareholders, unless such action is required in a specific
case by applicable laws or regulations or stock exchange rules.
The Board of Directors believes that it is in the Company's best
interests to increase the number of authorized shares of Common Stock in order
to have additional authorized shares available for issuance to meet business
needs as they may arise. The Board of Directors believes that the
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availability of such additional shares will provide the Company with the
flexibility to issue Common Stock for proper corporate purposes which may be
identified by the Board of Directors in the future, including stock splits,
stock dividends, financing or acquisitions. Management currently has no
arrangements, agreements, understandings or plans for the issuance of the
additional shares of Common Stock proposed to be authorized.
The issuance of additional Common Stock could have the effect of
diluting voting power per share or the book value per share of the outstanding
Common Stock. Holders of the Company's Common Stock do not have preemptive
rights to purchase shares in future issuances. Also, the existence of
unissued and unreserved Common Stock could, in certain instances, render more
difficult or discourage a merger, tender offer, or proxy contest, and thus
potentially have an "anti-takeover" effect. An issuance of stock can make
acquisition of a company more difficult or more costly. An issuance of stock
could deter the types of transactions that may be proposed or could discourage
or limit the shareholders' participation in certain types of transactions that
might be proposed (such as a tender offer), whether or not such transactions
were favored by the majority of the shareholders.
The Board of Directors of the Company will, however, consider any
proposals to acquire control of the Company that may arise in the future in
accordance with their fiduciary duties and their judgment as to the best
interests of the shareholders of the Company at that time. The Company's
Articles of Incorporation and Bylaws do not presently contain provisions
having an anti-takeover effect. The proposed amendments to increase the
authorized Common Stock and to authorize Preferred Stock are not part of a
plan by management of the Company to adopt a series of anti-takeover measures,
and management has no present intention or plans to propose anti-takeover
measures in future proxy solicitations.
The Board of Directors does not intend to issue any Common Stock
except on terms which the Board deems to be in the best interests of the
Company and its then-existing shareholders.
If approved by the shareholders, the proposed amendment to Article
IV of the Company's Articles of Incorporation regarding its Common Stock will
become effective upon filing of Articles of Amendment with the Utah Division
of Corporations and Commercial Code, which is expected to be accomplished on
May 22, 1996, or as soon thereafter as practicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED COMMON STOCK.
PROPOSAL 3 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
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AUTHORIZE THE ISSUANCE OF SHARES OF PREFERRED STOCK IN ONE OR MORE SERIES
-------------------------------------------------------------------------
No preferred stock is presently authorized by Company's Articles
of Incorporation. The proposed amendment would authorize the Board of
Directors, without any further shareholder action (unless such action is
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required in a specific case by applicable laws or regulations or stock
exchange rules), to issue from time to time Preferred Stock as one class
without series or in one or more series and to fix by resolution the
designations, preferences, limitations and relative rights of such class or
each such series. The class as a whole or any series of Preferred Stock
could, as determined by the Board of Directors at the time of issuance, rank,
with respect to dividends, limited voting rights, redemption and liquidation
rights, senior to the Company's Common Stock.
Under the proposed amendment, the Preferred Stock would have no
voting rights except for the following:
(a) voting rights required by applicable law (which
currently provides for a vote of a class or series for certain
amendments to the articles of incorporation affecting the class or
series);
(b) voting rights which the Board of Directors may grant to
the class or a series of the Preferred Stock with respect to any
amendment of the Company's Articles of Incorporation which
adversely affects any right, preference or a limitation of the
class or series; and
(c) voting rights which the Board of Directors may grant to
the class or a series of the Preferred Stock to elect a certain
number of directors of the Company if there is a failure to pay
dividends on the class or series for a period of time or to make a
mandatory redemption payment when due for the class or series.
The terms, conditions and limitations of any such voting rights will be
determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur. The Board of Directors of the Company
believes that the Common Stock should be the only class with unlimited voting
power.
In the Board of Directors' opinion, the primary reason for
authorizing the Preferred Stock is to provide flexibility for the Company's
capital structure. The Board of Directors believes that this flexibility is
necessary to enable it to tailor the specific terms of a class or series of
Preferred Stock that may be issued to meet market conditions and financing
opportunities as they arise, without the expense and delay that would be
entailed in calling a shareholders meeting to approve the specific terms of
the class or any series of Preferred Stock.
The Preferred Stock may be used by the Company for any proper
corporate purpose. Such purpose might include, without limitation, issuance
as part or all of the consideration required to be paid by the Company in the
acquisition of other businesses or properties, or issuance in public or
private sales for cash as a means of obtaining additional capital for use in
the Company's business and operations. The Company currently has no
arrangements, agreements, understandings or plans for the issuance of any
Preferred Stock.
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It is not possible to state the precise effects of the
authorization of the Preferred Stock upon the rights of the holders of the
Company's Common Stock, until the Board of Directors determines the respective
preferences, limitations, and relative rights of the holders of the class as a
whole or of any series of the Preferred Stock. Such effects might include:
(a) reduction of the amount otherwise available for the
payment of dividends on Common Stock, to the extent dividends are
payable on any issued Preferred Stock;
(b) restrictions on dividends on the Common Stock;
(c) voting rights of any series or the class of Preferred
Stock to vote separately, or to vote with the Common Stock, on
limited matters as indicated above;
(d) conversion of the Preferred Stock into Common Stock at
such prices as the Board determines, which could include issuance
at below the fair market value or original issue price of the
Common Stock, diluting the book value per share of the outstanding
Common Stock; and
(e) the holders of Common Stock not being entitled to share
in the Company's assets upon liquidation until satisfaction of any
liquidation preference granted to holders of the Preferred Stock.
In regards to (a) and (b) above, the Company has not paid nor does it
anticipate paying any dividends on Common Stock.
In addition, the existence of unissued Preferred Stock could, in
certain instances, render more difficult or discourage a merger, tender offer,
or proxy contest and thus potentially have an "anti-takeover" effect,
especially if stock were issued in response to a potential takeover.
Issuances of stock, including preferred stock with conversion rights, can and
have been implemented by some companies in a manner intended to make
acquisition of the companies more difficult or more costly. Please see a
further discussion of such effects under "Proposal to Amend the Company's
Articles of Incorporation to Increase the Number of Authorized Shares of
Common Stock".
If approved by the shareholders, this proposed additional
amendment to Article IV, with respect to Preferred Stock, will become
effective upon filing Articles of Amendment with the Utah Division of
Corporations and Commercial Code, which is expected to be accomplished on May
22, 1996, or as soon thereafter as practicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.
-14-
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------
The Board of Directors of the Company has selected Tanner + Co. as
the independent public accountants of the Company for the fiscal year ending
December 31, 1996. Tanner + Co. has served as the Company's independent
public accountants since November 4, 1994.
During the two most recent years and through November 4, 1994, the
Company has not consulted with Tanner + Co. on items which (i) were or should
have been subject to SAS 50 or (ii) concerned the subject matter of a
disagreement or reportable event with the former auditor, (as described in
Regulation S-K Item 304(a)(2)).
Representatives of Tanner + Co. are expected to attend the Annual
Meeting of Shareholders and will be available to respond to appropriate
questions and will be afforded the opportunity to make a statement if they
desire to do so.
In the absence of instructions to the contrary, the persons named
in the Proxy will vote the Proxies FOR approval of the selection of Tanner +
Co. as independent public accountants for the Company.
SHAREHOLDER PROPOSALS
---------------------
If a Shareholder wishes to present a proposal at the 1997 Annual
Meeting of Shareholders, the proposal must be received by Laser Corporation,
1832 South 3850 West, Salt Lake City, Utah 84104 prior to December 5, 1996.
The Board of Directors will review any proposal which is received by that date
and determine whether it is a proper proposal to present at the 1997 Annual
Meeting.
VOTE REQUIRED
-------------
A majority of the 672,098 issued and outstanding shares of common
stock of the Company shall constitute a quorum at the Annual Meeting. Under
the Utah Revised Business Corporation Act, the affirmative vote of at least a
majority of the shares represented at the meeting is required for all
proposals to come before the meeting.
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OTHER MATTERS
-------------
As of the date of this Proxy Statement, the Board of Directors of
the Company does not intend to present and has not been informed that any
other person intends to present, a matter for action at the 1996 Annual
Meeting other than as set forth herein and in the Notice of Annual Meeting.
If any other matter properly comes before the meeting, it is intended that the
holders of Proxies will act in accordance with their best judgment. The Board
of Directors may read the minutes of the 1995 Annual Meeting of Shareholders
and make reports, but Shareholders will not be requested to approve or
disapprove such minutes or reports.
In addition to the solicitation of proxies by mail, certain of the
officers and employees of the Company, without extra compensation, may solicit
proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials
to the beneficial owners of common stock held of record and will reimburse
such persons for forwarding such material. The cost of this solicitation of
proxies will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT
CHARGE BY WRITING TO THE COMPANY, ATTENTION: ROD O. JULANDER, SECRETARY, 1832
SOUTH 3850 WEST, SALT LAKE CITY, UTAH 84104. COPIES OF THE COMPANY'S 1995
ANNUAL REPORT TO SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH
THIS PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO LASER
CORPORATION, ATTENTION: ROD O. JULANDER, SECRETARY, 1832 SOUTH 3850 WEST,
SALT LAKE CITY, UTAH 84104.
The enclosed Proxy is furnished for you to specify your choices
with respect to the matters referred to in the accompanying Notice and
described in this Proxy Statement. If you wish to vote in accordance with the
Board's recommendations, merely sign, date and return the Proxy in the
enclosed envelope, which requires no postage if mailed in the United States.
A prompt return of your Proxy will be appreciated.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, Utah
April 19, 1996
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EXHIBIT A
---------
TO PROXY STATEMENT
------------------
Dated April 19, 1996
--------------------
Text of Proposed Amendment to Articles of Incorporation
1. Article IV is hereby amended in its entirety to read as follows:
"The corporation shall have the authority to issue 10,000,000
shares of common stock, each having a par value of $.05 per share. All common
shares issued by the corporation shall be fully paid and nonassessable and
shall have equal rights."
2. Article IV is hereby further amended by the addition of the
following three paragraphs:
"In addition, the corporation shall have the authority to issue
2,000,000 shares of preferred stock, without par value. Such preferred stock
may be issued in series. Notwithstanding the rights of common stock stated
above, the entitlement of the common stock to receive net assets of the
corporation upon dissolution, and the voting rights of common stock, shall be
subject to the voting and other rights, if any, provided to the holders of
preferred stock by these Articles of Incorporation. Except for and subject to
those rights expressly granted to the holders of the preferred stock, or
except as may be provided by law, the holders of common stock shall have
exclusively all other rights of shareholders.
This corporation's Board of Directors shall have the authority,
without shareholder action, to determine the preferences, limitations and
relative rights of any preferred stock (whether in a series or as a class),
including without limitation the following:
(i) the designation of any series or class of preferred stock;
(ii) the number of shares constituting the series or class;
(iii) voting rights , if any, complying with the limitations on voting
rights stated in this Article IV for preferred stock, except that no
condition, limitation, or prohibition on voting shall eliminate any right to
vote required by Utah law;
(iv) any redemption rights and, if provided, the terms and conditions of
such redemption, including without limitation the date or dates upon or after
which any preferred stock shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
-1-
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(v) any sinking fund for the redemption or purchase of shares of a series
or class, and, if provided, the terms and amount of such sinking fund;
(vi) conversion rights and, if provided, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(vii) distribution rights, including without limitation a dividend rate and
the determination of whether such rights are cumulative, noncumulative or
partially cumulative; and
(viii) preference rights over any other class or series of shares with
respect to distributions, including without limitation any priority as to
dividends and as to distributions upon the dissolution of the corporation.
The preferred stock of the corporation shall have no voting rights except:
(i) the preferred stock shall have voting rights required by applicable
law (which required voting rights may be set forth in the preferences,
limitations and relative rights of a class or series);
(ii) any preferred stock of a class or series may have voting rights with
respect to any amendment, alteration or repeal of any provision of the
Corporation's Articles of Incorporation which adversely affects any right,
preference or limitation of the class or series; and
(iii) any preferred stock of a class or series may have voting rights to
elect a certain number of directors of the corporation in the event of the
corporation's failure to pay dividends on the class or series for a period of
time or to make a mandatory redemption payment when due for the class or
series.
The Board of Directors shall, in accordance with the authority
granted to Board of Directors in this Article IV, determine whether any such
voting rights, not required by applicable law, shall exist and shall also
determine the terms, conditions and limitations of any such voting rights,
including without limitation the number of and time period for any such
failures to pay dividends necessary for voting rights to occur and the number
of directors to be elected by a class or series after such an event."
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LASER CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints B. Joyce Wickham and Rod O. Julander and each
of them (acting jointly or, if one be present, then by that one alone) as
Proxies, with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all shares of Common Stock of the
Company held of record by the undersigned or with respect to which the
undersigned is entitled to vote and act on April 10, 1996 at the Annual
Meeting of Shareholders to be held at the Company's corporate offices at 1832
South 3850 West, Salt Lake City, Utah, on Wednesday, May 22, 1996 at 10:00
a.m., local time, or at any adjournment thereof, and especially to vote as
follows:
1. Election of Directors
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) [ ] nominees listed below [ ]
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH A NOMINEE'S NAME IN THE LIST BELOW:)
B. Joyce Wickham Rod O. Julander Mark L. Ballard
2. To approve an amendment to the Company's Articles of Incorporation to
increase the authorized number of shares of the Company's Common Stock to
10,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve an amendment to the Company's Articles of Incorporation to
authorize up to 2,000,000 shares of Preferred Stock of the Company issuable in
one or more series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To approve the selection of Tanner + Co. as the independent certified
public accountants of the Company for the fiscal year ending December 31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD
OF DIRECTORS AND FOR PROPOSALS 2, 3, AND 4.
PLEASE SIGN AND DATE THIS PROXY WHERE SHOWN BELOW AND RETURN IT PROMPTLY:
Date:__________________________,1996
Signed:_____________________________
____________________________________
(Please sign above exactly as the shares are issued. When shares are
held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership please sign in partnership name by
authorized person.)
No Postage Is Required If This Proxy Is Returned In The Enclosed Envelope And
Mailed In The United States.
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