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SCHEDULE 14A
(RULE 14A)
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:
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/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 sec.240.14a-11(c) or sec.240.14a-12
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BARRISTER INFORMATION SYSTEMS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BARRISTER INFORMATION SYSTEMS CORPORATION
(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)(1), 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:
/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:
(4) Date Filed:
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AMENDED PRELIMINARY PROXY
BARRISTER INFORMATION SYSTEMS CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 1, 1996
A Special Meeting of Shareholders of Barrister Information Systems Corporation
(the "Company") will be held at the Company's headquarters, 465 Main Street,
Suite 700, Buffalo, New York 14203, on March 1, 1996 at 10:00 a.m., local
time, for the following purpose:
1. To approve an Amendment to the Company's Certificate of
Incorporation and By-Laws to increase the Company's authorized
Common Stock from 10,000,000 to 20,000,000 shares and for
approval to issue Common Stock equal to 20% or more of the
then presently outstanding stock for less than the market
value of the stock.
2. To transact such other business as may properly come before
the meeting.
The close of business on February 7, 1996 has been fixed as the record date for
determining the Shareholders entitled to notice, and to vote at the Special
Meeting.
By order of the Board of Directors,
Mark C. Donadio
Secretary
February 8, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
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BARRISTER INFORMATION SYSTEMS CORPORATION
465 MAIN STREET
BUFFALO, NEW YORK 14203
(716) 845-5010
____________________________
PROXY STATEMENT
____________________________
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MARCH 1, 1996
____________________________
GENERAL
This Proxy Statement and accompanying form of proxy have been mailed on or
________________________ about to all holders of record on February 7, 1996
of Common Stock, par value $.24 per share ("Common Stock") of Barrister
Information Systems Corporation, a New York corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at a Special Meeting of Shareholders to be held on March 1,
1996 and at any adjournment or postponements thereof.
Shares represented by an effective proxy in the accompanying form, unless
contrary instructions are specified in the proxy, will be voted FOR the
proposal set forth in the accompanying Notice of Special Meeting of
Shareholders. Proxies marked as abstaining (including proxies containing
broker non-votes) on the proposal will be treated as present at the Special
Meeting for the purpose of determining a quorum, but will not be counted as
votes cast on such matter. Any proxy may be revoked at any time before it is
voted. A Shareholder may revoke his/her proxy by executing another proxy at a
later date, by notifying the Secretary of the Company in writing of his/her
revocation, or by attending and voting at the Special Meeting. Revocation is
effective only upon receipt of notice by the Secretary.
The Company will bear the cost of soliciting proxies by the Board of Directors.
The Board of Directors may use the services of the Company's executive officers
and certain directors to solicit proxies from Shareholders in person and by
mail, telegram and telephone, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing. In addition, the Company
will request brokers, nominees and others to forward proxy materials to their
principals and to obtain authority to execute proxies. The Company will
reimburse such brokers, nominees and others for their reasonable out-of-pocket
and clerical expenses incurred by them in so doing.
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The securities entitled to vote at the Special Meeting are shares of Common
Stock. Each share of Common Stock is entitled to one vote. The close of
business on February 7, 1996 has been fixed as the record date for the
determination of Shareholders entitled to notice of and to vote at the Special
Meeting and any adjournment or postponement thereof. At that date 6,197,972
shares of Common Stock were outstanding.
PROPOSAL NO. 1
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
The Company is seeking to raise additional capital. In order to raise capital,
the Company expects that it will be required to issue or sell Common Stock or
securities convertible into Common Stock.
On January 26, 1996, the Board of Directors approved, subject to Shareholder
approval, an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from the present
10,000,000 to 20,000,000 and to obtain shareholder approval for the Company to
sell or issue Common Stock (or securities convertible into Common Stock) equal
to 20% or more of the then presently outstanding stock for less than the
greater of book or market value of the stock.
Of the 10,000,000 shares of Common Stock presently authorized, as of January
26, 1996, there were 6,197,972 shares issued and outstanding and 569,500 shares
reserved for issuance upon the exercise or grant of stock options under the
Company's 1989 Stock Incentive Plan.
The Board of Directors believes that the number of shares of Common Stock
available for issuance is insufficient for possible future transactions, such
as acquisitions, mergers, stock sales or other financing arrangements.
The proposed amendment, if adopted, would make an additional 10,000,000 shares
of Common Stock available for issuance from time to time without further
shareholder approval, unless such approval is required by law or by rules and
regulations of the American Stock Exchange. The Company has long believed that
a stronger balance sheet is important to its strategic objectives. Accordingly,
the Company is exploring with its financial advisors the existence of
opportunities for the Company in the securities markets. Should an opportunity
emerge which Management of the Company believes should be realized upon, any
delay resulting from the need to obtain Shareholder approval for an increase in
the Company's authorized Common Stock at that time may preclude the Company
from taking advantage of such opportunity. Accordingly, the Company seeks
Shareholder approval of the increase in the amount of authorized Common Stock
at this time. There are no present agreements, commitments or undertakings
with regard to the issuance of such
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proposed additional shares. Shareholders do not have and, if the proposed
amendment to the Certificate of Incorporation is approved, will not have
pre-emptive rights to purchase any of such additional shares.
If the amendment is approved, the first paragraph of the FOURTH paragraph of
the Certificate of Incorporation, as amended and restated, will be amended to
read as follows:
"FOURTH. The total number of shares which the corporation shall have
authority to issue is 22,000,000 of which 20,000,000 shares shall be
designated Common Stock, par value $.24 per share, and 2,000,000
shares shall be designated Preferred Stock, par value of $1.00 per
share...."
The remainder of Paragraph FOURTH shall be unaffected by the
amendment and shall remain in full force and effect.
While the Company has no present agreement, commitment or undertaking relative
to selling or issuing Common Stock at less than market value, the Company
believes that, in order to effectuate a financing transaction to raise
additional capital that will benefit the shareholders, it may have to sell or
issue Common Stock at less than market value. The Company is seeking
shareholder approval at this time in order to have the flexibility to complete
such a transaction, should it be necessary in light of the then prevailing
market conditions, and without having to call another shareholder meeting for
approval.
Section 713 of the American Stock Exchange Rules and Policies requires
shareholder approval as a prerequisite to approval of applications to list
additional shares to be issued in connection with a transaction involving:
"(i) the sale or issuance by the Company of Common Stock
(or securities convertible into Common Stock) at a price less than the greater
of book or market value which together with sales by officers, directors or
principal shareholders of the company equals 20% or more of presently
outstanding Common Stock; or
(ii) the sale or issuance by the Company of Common Stock
(or securities convertible into Common Stock) equal to 20% or more of presently
outstanding stock for less than the greater of book or market value of the
stock".
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF THE COMMON
STOCK OF THE COMPANY PRESENT OR REPRESENTED AT THE MEETING IS REQUIRED TO
APPROVE THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION. AN
AFFIRMATIVE VOTE IS RECOMMENDED BY MANAGEMENT.
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OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the Special
Meeting is that hereinabove set forth. If any other matter or matters are
properly brought before the Special Meeting, or any adjournment or postponement
thereof, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy on such matters in accordance with their judgment.
By the Order of the Board of Directors,
Mark C. Donadio
Secretary
Dated: _____________________________
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BARRISTER INFORMATION SYSTEMS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned hereby appoints HENRY P. SEMMELHACK and MARK C. DONADIO as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side, all the
shares of Common Stock of Barrister Information Systems Corporation held of
record by the undersigned on February 7, 1996 at the Special Meeting of
Shareholders to be held on March 1, 1996, or any adjournments thereof, upon the
matters set forth in the Proxy Statement and, in their judgment and discretion,
upon such other business as may properly come before the meeting. THIS PROXY
WILL BE VOTED FOR ELECTION OF THE DIRECTORS AND FOR ALL OTHER ITEMS, UNLESS A
CONTRARY INSTRUCTION IS GIVEN, IN WHICH CASE IT WILL BE VOTED IN ACCORDANCE
WITH SUCH INSTRUCTION.
PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN
THIS PROXY IN THE ACCOMPANYING ENVELOPE.
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PROXY BALLOT CARD
BARRISTER INFORMATION SYSTEMS CORPORATION
COMMON STOCK
_______________________________ _________________________
Account Number Common
The Board of Directors recommends that you vote FOR Proposal 1.
1. PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK TO 20,000,000 FROM 10,000,000 AND
FOR AUTHORITY TO SELL OR ISSUE COMMON STOCK EQUAL TO 20% OR MORE OF
THE THEN PRESENTLY OUTSTANDING STOCK FOR LESS THAN THE MARKET VALUE OF
THE STOCK AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
FOR AGAINST ABSTAIN
[ ]
Please sign here exactly as name appears
to left.
Dated: ____________________________, 1996
[ ]
________________________________________
Signature of Shareholder
________________________________________
Signature of Shareholder
Persons signing in a representative
capacity should indicate their capacity.
