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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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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ABC DISPENSING TECHNOLOGIES, INC.
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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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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:
(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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ABC DISPENSING TECHNOLOGIES, INC.
451 KENNEDY ROAD
AKRON, OHIO 44305
October 14, 1996
To the Shareholders of ABC Dispensing Technologies, Inc.:
The enclosed Supplement to the Proxy Statement (the "Supplement") of
ABC Dispensing Technologies, Inc. (the "Company") is being furnished to
shareholders of the Company in connection with the solicitation of supplemental
proxies by the Company for use at the Company's 1996 Annual Meeting of
Shareholders (the "Annual Meeting").
Please note that the Annual Meeting of Shareholders held for the
purpose of conducting only limited business on Friday, September 27, 1996, has
been adjourned and continued for the purpose of increasing the number of
authorized shares of the Company. The date and time of the adjourned Annual
Meeting is Friday, November 15, 1996, at 1:30 p.m., local time. As indicated in
the enclosed Supplement, the Annual Meeting will be held at the offices of the
Company located at 451 Kennedy Road, Akron, Ohio.
The enclosed Supplement is being sent to you in connection with an
additional item to be considered at the Annual Meeting. The Board of Directors
of the Company has adopted a resolution recommending to the Shareholders an
amendment to the Company's Articles of Incorporation providing for the
authorization of 5,000,000 shares of preferred stock.
Also enclosed with this letter is a proxy card (the "Supplemental
Proxy"), which reflects the additional item to be voted on at the adjourned
Annual Meeting. The Supplemental Proxy authorizes two officers of the Company to
vote your shares for you if you do not attend the adjourned Annual Meeting. If
you are unable to attend the adjourned Annual Meeting, I urge you to complete,
sign, date and return the enclosed Supplemental Proxy promptly in the
self-addressed stamped envelope to assure that your shares are represented at
the adjourned Annual Meeting.
I would appreciate your immediate attention to the mailing of the
enclosed Supplemental Proxy. Should you later find that you are able to attend
the adjourned Annual Meeting, you may revoke any previously given Supplemental
Proxy.
Sincerely yours,
William Lerner
Secretary
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ABC DISPENSING TECHNOLOGIES, INC.
(f/k/a) AMERICAN BUSINESS COMPUTERS CORPORATION
451 KENNEDY ROAD
AKRON, OHIO 44305
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AMENDED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 15, 1996
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To The Shareholders of ABC Dispensing Technologies, Inc.:
You are hereby notified that the 1996 Annual Meeting of Shareholders of
ABC Dispensing Technologies, Inc. (the "Company"), a Florida corporation, held
for the purpose of conducting only limited business on Friday, September 27,
1996, has been adjourned and continued for the purpose of voting on an Amendment
to the Company's Articles of Incorporation, which would authorize 5,000,000
shares of preferred stock. The date, time and place of the adjourned meeting are
Friday, November 15, 1996, at 1:30 p.m., local time, at the Company located at
451 Kennedy Road, Akron, Ohio. The items of business to be addressed at the
rescheduled meeting include the following:
1. To amend the Company's Articles of Incorporation to
authorize 5,000,000 shares of preferred stock; and
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
At that portion of the Annual Meeting held September 27, 1996, the
Shareholders of the Company present, either in person or represented by proxy,
voted in favor of the proposal to elect five nominees to the Company's Board of
Directors. The By-Laws of the Company provide for a Board of Directors
consisting of up to nine members. At the meeting, five individuals were elected
to serve as Directors until the next annual meeting of shareholders, and until
their successors are elected and qualified. The five individuals who were
nominated and successfully voted to be Directors of the Company are Herbert L.
Luxenburg, C. Rand Michaels, Herbert M. Pearlman, John E. Stieglitz and Charles
M. Stimac, Jr.
The foregoing items of business are more fully described in the
Company's Proxy Statement dated August 30, 1996 (the "Proxy Statement") and in
the Supplement to the Proxy Statement (the "Supplement") accompanying this
Amended Notice.
The Company has 17,109,160 shares of common stock ("Common Stock")
outstanding and entitled to vote as of August 23, 1996 (the "Record Date"). All
shareholders of record at the close of business on the Record Date were
previously sent notice of the originally scheduled meeting, together with the
Proxy Statement and a proxy card (the "Original Proxy"). No new record date has
been set. Accordingly, only those persons who were shareholders as of the Record
Date are entitled to vote at the adjourned meeting and any further adjournment
thereof.
In order to cast your vote in the election of directors, it is
necessary that you either return the enclosed supplemental proxy card (the
"Supplemental Proxy"), validly appoint someone else to serve as your proxy at
the meeting or attend the meeting and vote in person. The Original Proxies will
be disregarded with respect to voting upon the items of business to be addressed
at the rescheduled meeting. Shareholders may revoke any proxy upon
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delivery to the Company of a written notice of revocation or a duly executed
proxy bearing a later date, or by attending the meeting and voting in person.
Additional blank Supplemental Proxies and additional copies of the Supplement
may be obtained upon request from William Lerner, Secretary of the Company, at
451 Kennedy Road, Akron, Ohio 44305, telephone (330) 733-2891.
It is important that all shares be represented at the meeting. The
Board of Directors extends a cordial invitation to all Shareholders to attend
the adjourned meeting. However, if you are unable to attend the meeting, you are
requested to sign, date and return the enclosed Supplemental Proxy as promptly
as possible in the return envelope. You may revoke your Supplemental Proxy and
vote in person if you decide to attend the meeting.
By Order of the Board of Directors
William Lerner
Secretary
Akron, Ohio
October 14, 1996
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ABC DISPENSING TECHNOLOGIES, INC.
(f/k/a) AMERICAN BUSINESS COMPUTERS CORPORATION
451 KENNEDY ROAD
AKRON, OHIO 44305
SUPPLEMENT TO PROXY STATEMENT
1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 15, 1996
This Supplement to the Proxy Statement (the "Supplement") and the
enclosed supplemental proxy card (the "Supplemental Proxy") are being furnished
on behalf of ABC Dispensing Technologies, Inc., a Florida corporation (the
"Company"), for use at the adjourned Annual Meeting of Shareholders to be held
on Friday, November 15, 1996, at 1:30 p.m., local time, or at any further
adjournment thereof (the "Meeting"), for the purposes set forth herein and in
the accompanying Amended Notice of Annual Meeting of Shareholders. The adjourned
Annual Meeting will be held at the offices of the Company. The Company is
located at 451 Kennedy Road, Akron, Ohio, and the telephone number is (330)
733-2841.
The Proxy Statement and Original Proxy were mailed on or about August
23, 1996 to all shareholders entitled to vote at the Meeting. This Supplement
and the Supplemental Proxy were mailed on or about October 14, 1996 to all
shareholders entitled to vote at the Meeting.
Except as specifically amended or supplemented by the information
contained in this Supplement, all information set forth in the Proxy Statement
remains accurate and should be considered in casting your vote by Supplemental
Proxy or at the Meeting. The purpose of this Supplement is to provide
information relating to a proposal to be voted on by the Shareholders that they
authorize the issuance by the Company of up to 5,000,000 shares of preferred
stock.
This Supplement and enclosed Supplemental Proxy are sent to you by
Order of the Board of Directors of the Company.
VOTING PROCEDURES
The Company has 17,109,160 shares of common stock ("Common Stock")
outstanding and entitled to vote as of the record date, August 23, 1996
Shareholders of record at the close of business on that date, will be the only
persons to receive notice of, and to be entitled to vote at, the Meeting or any
adjournment of the Meeting. Holders of common stock are entitled to one vote per
share on all matters to be brought before the Meeting. For the purposes of
counting votes, abstentions will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum, but as
unvoted for purposes of determining the approval of any proposal by the
shareholders. If a broker or nominee indicates that it does not have
discretionary authority to vote on a proposal as to certain shares, those shares
will be counted for general quorum purposes but will not be considered as
present and entitled to vote with respect to such proposals.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of common stock entitled to vote at the Meeting is
necessary to constitute a quorum at the Meeting. Business at the Meeting will be
conducted in accordance with the procedures determined by the Chairman of the
Meeting and will be limited to matters properly brought before the Meeting
pursuant to the procedures prescribed in the Company's By-Laws.
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PROPOSAL
AMENDMENT TO ARTICLES OF INCORPORATION
TO AUTHORIZE ISSUANCE OF PREFERRED STOCK
On September 27, 1996, the Board of Directors unanimously approved and
recommended that the Company's Shareholders consider and approve an amendment to
Article III of the Company's Articles of Incorporation to increase the Company's
authorized total number of shares from 50,000,000 shares to 55,000,000 shares,
consisting of fifty million (50,000,000) shares of common stock (the "Common
Stock") of the par value of one cent ($.01) each and five million (5,000,000)
shares of preferred stock (the "Preferred Stock") of the par value of one cent
($.01) each.
The Company intends to pursue a private placement of the newly
authorized preferred stock (the "Preferred Stock") and common stock purchase
warrants (each, a "Warrant") to various investors (the "Placement"). The
Placement is intended to address current capital needs of the Company. The net
proceeds to the Company of the Placement are expected to be approximately
$3,000,000. There is no assurance that the Placement will be consummated. It is
currently contemplated that the preferred stock to be issued in connection with
the Placement will have an aggregate liquidation preference of $3,000,000, bear
interest at the rate of 9% per annum cumulative, payable semi-annually, be
non-voting and not convertible into common stock of the Company. After August 1,
1999, the Preferred Stock will also be redeemable for an amount equal to the
liquidation preference per share at the sole discretion of the Company.
Furthermore, each Warrant will be for a duration of 5 years from its date of
issuance and exercisable for 1 Share of Common Stock of the Company at an
exercise price of $1.50 per share. The precise terms pursuant to which the
Preferred Shares and the Warrants will be issued shall be subject to change as
deemed to be in the best interest of the Company by the Company's Board of
Directors. For a more complete description of the capital needs of the Company,
please refer to the Company's annual report on Form 10-K as filed with the
Securities and Exchange Commission on April __, 1996. Other than the Placement,
the Company has no agreements or understandings with any third party to effect
any offerings of preferred stock and no assurances are given that any offering
will in fact be effected.
The Board of Directors is required by Delaware law to make any
determination to issue shares of Preferred Stock based upon its judgment as to
the best interests of the stockholders and the Company. Although the Board of
Directors has no present intention of doing so, it could issue shares of
preferred stock (within the limits imposed by applicable law) that could,
depending on the terms of such series, make more difficult or discourage an
attempt to obtain control of the Company by means of a merger, tender offer,
proxy contest or other means. When in the judgment of the Board of Directors
such action would be in the best interests of the stockholders and the Company,
the issuance of shares of Preferred Stock could be used to create voting or
other impediments or to discourage persons seeking to gain control of the
Company, for example, by the sale of Preferred Stock to purchasers favorable to
the Board of Directors. In addition, the Board of Directors could authorize
holders of a series of Preferred Stock to vote either separately as a class or
with the holders of Common Stock, on any merger, sale or exchange of assets by
the Company or any other extraordinary corporate transaction. The existence of
the additional authorized shares could have the effect of discouraging
unsolicited takeover attempts. The issuance of new shares could also be used to
dilute the stock ownership of a person or entity seeking to obtain control of
the Company should the Board of Directors consider the action of such entity or
person not to be in the best interests of the stockholders and the Company. Such
issuance of Preferred Stock could also have the effect of diluting the earnings
per share and book value per share of the Common Stock held by the holders of
Common Stock.
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If the proposal is adopted, Article III of the Company's Articles of
Incorporation will be amended to read as follows:
The total number of shares of stock that the Company shall
have authority to issue is fifty-five million (55,000,000),
consisting of fifty million (50,000,000) shares of common
stock (the "Common Stock") of the par value of one cent ($.01)
each and five million (5,000,000) shares of preferred stock
(the "Preferred Stock") of the par value of one cent ($.01)
each.
Designation of Classes; Relative Rights, etc. The
designation, relative rights, preferences and limitations of
the shares of each class are as follows:
The Shares of Preferred Stock may be issued from time to
time in one or more series of any number of shares; provided
that the aggregate number of shares issued and not canceled of
any and all such series shall not exceed the total number of
shares of Preferred Stock hereinafter authorized, and with
distinctive serial designations, all as shall hereafter be
stated and expressed in the resolution or resolutions provided
for the issue of such shares of Preferred Stock from time to
time adopted by the Board of Directors pursuant to the
authority so to do which is hereby vested in the Board of
Directors. Each series of shares Preferred Stock (a) may have
such voting powers, full or limited, or may be without voting
powers; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends
(which may be cumulative or non-cumulative) at such rate or
rates, on such conditions and at such times, and payable in
preference to, or in such relation to, the dividends payable
on any other class or classes or series of stock; (d) may have
such rights upon the dissolution of, or upon any distribution
of the assets of, the Company; (e) may be made convertible
into or exchangeable for, shares of any other class or classes
of any other series of the same or any other class or classes
of shares the Company at such price or prices or at such rates
or exchange and with such adjustments; (f) may be entitled to
the benefit of a sinking fund to be applied to the purchase or
redemption of shares of such series in such amount or amounts;
(g) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the Company
or any subsidiary, upon the issue of any additional shares
(including additional shares of such series or of any other
series) and upon the payment of dividends or the making of
other distributions on, and the purchase, redemption or other
acquisition by the Company or any subsidiary of, any
outstanding shares of the Company; and (h) may have such other
relative, participating, optional or other special rights,
qualifications, limitations or restrictions
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thereof; all as shall be stated in said resolution or
resolutions providing for the issue of such shares of
Preferred Stock. Shares of Preferred Stock of any series that
have been redeemed (whether through the operation of a sinking
fund or otherwise) or that if convertible or exchangeable,
have been converted into or exchanged for shares of any other
class or classes shall have the status of authorized and
unissued shares of Preferred Stock of the same series and may
be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part
of a new series of shares of Preferred Stock to be created by
resolution or resolutions of the Board of Directors or as part
of any other series of shares of Preferred Stock, all subject
to the conditions or restrictions on issuance set forth in the
resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of shares of Preferred
Stock.
As of August 23, 1996, 17,109,160 shares of Common Stock were
outstanding and an additional 2,876,424 shares were reserved for issuance in
connection with the employee benefit plans and other corporate obligations
including the conversion of existing convertible securities. Accordingly, on
August 23, 1996, there was an aggregate of approximately 30,114,416 shares of
Common Stock authorized, unissued, unreserved for issuance and otherwise
available for issue by the Company.
No further authorization by vote of the Shareholders will be solicited
for the issuance of the additional shares of Preferred Stock proposed to be
authorized, except as might be required by law, regulatory authorities or rules
of the NASDAQ or any stock exchange on which the Company's shares may then be
listed. The Shareholders do not have any preemptive right to purchase or
subscribe for any part of any new or additional issuance of the Corp's
securities.
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The affirmative vote of a majority of the Common Stock outstanding and
entitled to vote as of the record date is required to approve the amendment to
the Company's Articles of Incorporation. The Board of Directors considers this
amendment to be advisable and in the best interests of the Company and its
Shareholders and recommends that you vote FOR approval of the amendment. If not
otherwise specified, Proxies will be voted for approval of this proposal.
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VOTING AND PROXY PROCEDURES
The adjourned Annual Meeting is scheduled to be held on Friday,
November 15, 1996, at 1:30 p.m., at the offices of the Company located at 451
Kennedy Road, Akron, Ohio (please note the change in the time of the Annual
Meeting from the Proxy Statement). Only Shareholders of record at the close of
business on August 23, 1996 are entitled to notice of and to vote at the
adjourned Annual Meeting.
The enclosed Supplemental Proxy supplements the Original Proxy sent to
you earlier and any Original Proxy completed and returned by you earlier will be
disregarded with respect to voting upon the items of business to be addressed at
the adjourned Annual Meeting upon receipt by the Company of a completed
Supplemental Proxy. However, if you have already completed and returned an
Original Proxy and do not complete and return a Supplemental Proxy, your shares
will be voted at the adjourned Annual Meeting in the manner specified on your
Original Proxy as to the items listed on the Original Proxy.
THIS SUPPLEMENT AMENDS AND SUPPLEMENTS THE INFORMATION CONTAINED IN
THE PROXY STATEMENT DATED AUGUST 30, 1996.
Akron, Ohio
October 14, 1996
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ABC DISPENSING TECHNOLOGIES, INC.
451 KENNEDY ROAD
AKRON, OHIO 44305
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints CHARLES M. STIMAC, JR. AND WILLIAM
LERNER, and each of them, as Proxies of the undersigned, with the powers to
appoint their substitute, and hereby authorizes them to represent and vote, as
designated below, all the Common Stock of ABC DISPENSING TECHNOLOGIES, INC. (the
"Company") held of record by the undersigned on August 23, 1996 at the adjourned
and rescheduled Annual Meeting of Shareholders to be held on November 15, 1996,
or any adjournment or adjournments thereof.
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 Proposal 1 and in favor of any proposal to adjourn the
meeting in order to allow the Company additional time to obtain sufficient
Proxies with regard thereto.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1
1. Proposal to approve an amendment to Article III of the Company's
Articles of Incorporation to increase the number of the Company's
authorized total number of shares from 50,000,000 to 55,000,000,
consisting of 50,000,000 shares of Common Stock and 5,000,000 shares of
Preferred Stock.
/ / FOR / / AGAINST / / ABSTAIN
(continued and to be signed on reverse side)
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
DATED:_________________, 1996 Please sign exactly as name appears
below. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by the President or other authorized officer. If a
partnership, please sign in full partnership name by general partner or
other authorized person. If a limited liability company, please sign in
full limited liability company name by manager or other authorized
person.
_____________________________________________________________________
Signature
_____________________________________________________________________
Signature, if held jointly
_____________________________________________________________________
Print Name(s)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
