<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
16910 DALLAS PARKWAY, SUITE 100
DALLAS, TEXAS 75248
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
The Special Meeting of Stockholders of Digital Communications
Technology Corporation (the "Company") will be held at the Company's corporate
offices at 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248, on
____________, 1995 at 10:00 a.m., local time, for the following purposes:
1. To approve a proposal to amend the Company's Certificate of
Incorporation to authorize a class of preferred stock;
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on ________, 1995 are
entitled to notice of and to vote at this Special Meeting of Stockholders or
any adjournment thereof. The stock transfer books of the Company will remain
open.
We hope that you attend the Special Meeting in person, but in any
event you are urged to mark, date, sign and return your proxy in the enclosed
self-addressed envelope as soon as possible so that your shares may be voted in
accordance with your wishes. Any proxy given by a stockholder may be revoked
by that stockholder at any time prior to the voting of the proxy.
By Order of the Board of Directors,
/s/ Kevin B. Halter, Jr.
Kevin B. Halter, Jr.
Secretary
Dallas, Texas
__________, 1995
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSAL DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL
MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT
PROMPTLY.
<PAGE> 3
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
16910 DALLAS PARKWAY, SUITE 100
DALLAS, TEXAS 75248
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
______________, 1995
This Proxy Statement and the accompanying form of proxy are being
furnished to the stockholders of Digital Communications Technology Corporation
(the "Company") on or about _________, 1995 in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the Special
Meeting of Stockholders (the "Special Meeting") to be held on ____________,
1995 at 10:00 a.m., local time, at the Company's corporate offices at 16910
Dallas Parkway, Suite 100, Dallas, Texas 75248, and any adjournment thereof.
The matters to be considered and acted upon at the Special Meeting are
described in the foregoing Notice of Special Meeting and this Proxy Statement.
This Proxy Statement and the related form of proxy are being mailed on or about
_________, 1995 to all stockholders of record on _______, 1995. Shares of the
Company's common stock, par value $.0002 (the "Common Stock"), represented by
proxies will be voted as described in this Proxy Statement or as otherwise
specified by a stockholder. With respect to the proposal contained in this
Proxy Statement, a stockholder may, by checking the appropriate box on the
proxy: (i) vote "FOR" the proposal; (ii) vote "AGAINST" the proposal; or (iii)
"ABSTAIN" from voting on the proposal.
THE PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS OF THE COMPANY
BENEFICIALLY OWN APPROXIMATELY 48.5% OF THE ISSUED AND OUTSTANDING COMMON STOCK
AND HAVE ADVISED THE COMPANY OF THEIR INTENTION TO VOTE SUCH SHARES IN FAVOR OF
THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT.
Any stockholder who executes and delivers a proxy may revoke it at any
time prior to its use by (i) giving written notice of revocation to the
Secretary of the Company, (ii) executing and delivering a proxy bearing a later
date or (iii) appearing at the Special Meeting and voting in person.
The Company will bear the expense of preparing, printing, and mailing
the proxy solicitation material and the form of proxy. Brokerage houses,
nominees, custodians and fiduciaries will be requested to forward material to
beneficial owners of Common Stock held of record by them, and the Company will
reimburse such persons for their reasonable expenses in doing so. In addition,
directors, officers and employees of the Company and its subsidiaries may
solicit proxies by telephone, telegram or in person.
<PAGE> 4
If the proxy in the accompanying form is properly executed and not
revoked, the shares represented by the proxy will be voted in accordance with
the instructions thereon. If no instructions are given on the matters to be
acted upon, the shares represented by the proxy will be voted for the proposal
contained in this Proxy Statement, and in the discretion of the proxyholders on
any business as may properly come before the Special Meeting or any adjournment
thereof.
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT. THE PROPOSAL CONTAINED HEREIN
IS NOT SUBJECT TO DISSENTERS' RIGHTS UNDER DELAWARE LAW.
VOTING RIGHTS
Only holders of record of outstanding shares of Common Stock of the
Company at the close of business on ________, 1995 are entitled to one vote for
each share held on all matters coming before the Special Meeting. There were
5,961,233 shares of Common Stock outstanding and entitled to vote on ________,
1995. The proposal contained herein is not subject to dissenters' rights under
Delaware law.
METHOD OF VOTING
Approval of the proposal contained in this Proxy Statement will
require the affirmative vote of the holders of the majority of the shares of
Common Stock entitled to vote and represented at the Special Meeting in person
or by proxy. Abstentions will have the effect of a vote against a proposal.
Non-votes will have no effect on the voting of any of the proposals.
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<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of August 28,
1995 with regard to the beneficial ownership of Common Stock by (i) each person
known to the Company to be the beneficial owner of 5% or more of its
outstanding Common Stock, (ii) by the officers, directors and key employees of
the Company individually and (iii) by the officers and directors as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED PERCENT
------------------ -------
<S> <C> <C>
S.O.I. Industries 2,730,870 46
16910 Dallas Parkway
Suite 100
Dallas, Texas 75248
Jack Brown 68,850(1) 1
Jim Weinberg 65,503(1) 1
Sanford M. Whitman 12,404 (2)
All directors and officers as a 146,757 2.5
group (5 persons)
</TABLE>
(1) Amount includes an option to acquire 50,000 shares of the
Company's common stock.
(2) Less than 1%
3
<PAGE> 6
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO AUTHORIZE A CLASS OF PREFERRED STOCK
The Board of Directors has adopted a resolution approving an amendment
to the Company's Certificate of Incorporation to authorize a class of preferred
stock.
The amended Certificate of Incorporation will authorize 10,000,000
shares of preferred stock, par value $.00001 per share (the "Preferred Stock").
The amended Certificate of Incorporation will provide that Preferred Stock may
be issued in one or more series as may be determined from time to time by the
Board of Directors. All shares of any one series of Preferred Stock will be
identical except as to the date of issue and dates from which dividends on
shares of the series issued on different dates will cumulate, if cumulative.
The amended Certificate of Incorporation will grant the Board of Directors the
power to authorize the issuance of one or more series of Preferred Stock, and
to fix by resolution or resolutions providing for the issue of each such series
the voting powers, designations, preferences, and relative, participating,
optional, redemption, conversion, exchange or other special rights,
qualifications, limitations or restrictions of such series, and the number of
shares in each series, to the full extent now or hereafter permitted by law.
The Company believes that this class of securities will provide
greater flexibility for financing of Company's activities in the future but
since no Preferred Stock has been issued, it is not possible to know whether
such Preferred Stock, if ever issued, would have preference over the holders of
Common Stock in the distribution of any assets in the event of a liquidation.
The existence of authorized and unissued Preferred Stock may enable
the Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy contest
or otherwise. For example, if in the due exercise of its fiduciary obligations,
the Board of Directors were to determine that a takeover proposal is not in the
Company's best interests, the Board of Directors could cause shares of
Preferred Stock to be issued without stockholder approval in one or more
private offerings or other transactions that might dilute the voting or other
rights of the proposed acquirer or insurgent stockholder or stockholder group
or create a substantial voting block in institutional or other hands that might
undertake to support the position of the incumbent Board of Directors. In this
regard, the amended Certificate of Incorporation will grant the Board of
Directors broad power to establish the designations, powers, preferences and
rights of each series of Preferred Stock.
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<PAGE> 7
The form of such amendment is set forth as follows:
The second part of the first sentence of Article V of the Company's
Certificate of Incorporation will be added as follows:
"... and 10,000,000 shares of Preferred Stock, with par value of
$.00001.
The second paragraph of Article V of the Company's Certificate of
Incorporation will be added as follows:
"Preferred Stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of
any one series of Preferred Stock will be identical except as to the
date of issue and the dates from which dividends on shares of the
series issued on different dates will cumulate, if cumulative.
Authority is hereby expressly granted to the Board of Directors to
authorize the issuance of one or more series of Preferred Stock, and
to fix by resolution or resolutions providing for the issue of each
such series the voting powers , designations, preferences, and
relative, participating, optional, redemption, conversion, exchange or
other special rights, qualifications, limitations or restrictions of
such series, and the number of shares in each series, to the full
extent now or hereafter permitted by law."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated
above which are to be brought before the meeting. However, if any such other
matters should be presented for consideration and voting, it is the intention
of the persons named in the proxy to vote thereon in accordance with their
judgment.
By Order of the Board of Directors,
/s/ Kevin B. Halter, Jr.
Kevin B. Halter, Jr.
Secretary
____________, 1995
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DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
16910 DALLAS PARKWAY, SUITE 100, DALLAS, TEXAS 75248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kevin B. Halter and Kevin B. Halter,
Jr. and each of them as proxy with power of substitution to vote all shares of
Digital Communications Technology Corporation (the "Company") which the
undersigned is entitled to vote at the Special Meeting of Stockholders on
___________, 1995, at the Company's corporate offices at 16910 Dallas Parkway,
Suite 100, Dallas, Texas at 10:00 a.m., or any adjournment thereof, with all
the powers the undersigned would have if personally present as specified,
respecting the following matters described in the accompanying Proxy Statement
and, in his discretion, on other matters which come before the meeting.
1. To approve a proposal to amend the Company's Certificate of
Incorporation to authorize a class of preferred stock;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL SET FORTH
ABOVE.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
This proxy will be voted in accordance with stockholder
specifications. Unless directed to the contrary, this proxy will be voted FOR
Item 1. A majority (or if only one, then that one) of the proxies or
substitutes acting at the meeting may exercise the powers conferred herein.
Receipt of accompanying Notice of Meeting and Proxy Statement is hereby
acknowledged.
Date: ___________, 1995
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(Signature)
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(Please print your name)
(PLEASE SIGN NAME AS FULLY AND EXACTLY AS IT APPEARS OPPOSITE. When
signing in a fiduciary or representative capacity, please give full title as
such. When more than one owner, each owner should sign. Proxies executed by a
corporation should be signed in full corporate name by duly authorized
officer.)
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY AT THE ADDRESS STATED
ABOVE.
