<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CAMERA PLATFORMS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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
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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(4) Date Filed:
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<PAGE> 2
CAMERA PLATFORMS INTERNATIONAL, INC.
10909 VANOWEN STREET
NORTH HOLLYWOOD, CALIFORNIA 91605
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 7, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of Camera Platforms International, Inc. (the "Company") to be held
at the Company's headquarters at 10909 Vanowen Street, North Hollywood,
California 91605, on July 7, 1997, at 10:00 a.m. local time, to consider and act
upon the following matters:
1. The election of five directors to hold office until the
next annual meeting of shareholders and thereafter until
their successors are elected and qualified; and
2. The transaction of such other business as may properly
be brought before the meeting.
The Board of Directors has fixed the close of business on June 9,
1997, as the record date for the determination of shareholders who will be
entitled to notice of and to vote at the meeting. The voting rights of the
shareholders are described in the Proxy Statement.
IT IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE ANNUAL
MEETING. SHAREHOLDERS WHO DO NOT PLAN TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO VOTE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE PAID AND ADDRESSED RETURN ENVELOPE. PROXIES ARE REVOCABLE AT ANY TIME,
AND SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXIES AND
VOTE IN PERSON IF THEY SO DESIRE.
By Order of the Board of Directors
/s/ WILLIAM O. FLEISCHMAN
WILLIAM O. FLEISCHMAN
Secretary
North Hollywood, California
June 9, 1997
<PAGE> 3
CAMERA PLATFORMS INTERNATIONAL, INC.
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
July 7, 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of Camera
Platforms International, Inc., a Delaware corporation (the "Company"), for use
at the Annual Meeting of Shareholders of the Company to be held at the Company's
headquarters at 10909 Vanowen Street, North Hollywood, California 91605, on July
7, 1997, at 10:00 a.m. local time. Accompanying this Proxy Statement is a proxy
card, which you may use to indicate your vote as to each of the proposals
described in this Proxy Statement.
All proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted. A shareholder may revoke his or her proxy at any time before it is voted
either by filing with the Secretary of the Company at its principal executive
offices a written notice of revocation or a duly executed proxy bearing a later
date, or by appearing in person at the Annual Meeting and expressing a desire to
vote his or her shares in person.
The close of business on June 9, 1997, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting or any adjournments thereof. As of the record date, the
Company had outstanding 12,418,228 shares of common stock, the only outstanding
voting securities of the Company. For each share held on the record date, a
shareholder is entitled to one vote on all matters to be considered at the
Annual Meeting. The Company's Certificate of Incorporation does not provide for
cumulative voting.
The cost of preparing, assembling and mailing the Notice of Annual
Meeting, this Proxy Statement and the proxies will be borne by the Company. In
addition to solicitation by mail, officers and other employees of the Company
may solicit proxies by telephone, telegraph or personal contact without
additional compensation.
The Company's principal executive offices are located at 10909
Vanowen Street, North Hollywood, California 91605. The approximate mailing date
of this Proxy Statement and the Company's proxy is June 12, 1997.
ELECTION OF DIRECTORS
The Company's By-Laws provide for a range of one to nine directors
and allow the Board to set the exact number of authorized directors within that
range. The current number of authorized directors established by the Board is
five. Directors are elected at each Annual Meeting of Shareholders to serve
thereafter until their successors have been duly elected and qualified. With one
exception, each nominee is currently a director, having served in that capacity
since the date indicated in the biographies below. All nominees have advised the
Company that they are able and willing to serve as directors. If any nominee
refuses or is unable to serve (an event which is not anticipated), the persons
named in the accompanying proxy will vote for another person nominated by the
Board. Unless otherwise directed in the accompanying proxy, the persons named
therein will vote FOR the election of the five nominees listed below.
<PAGE> 4
The following table provides certain information as of June 9, 1997,
for each person nominated for election as a director:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C>
Roy Atlas 53 Director, President and Chief Operating Officer
William O. Fleischman 51 Chairman of the Board and Secretary
Leslie J. Kovacs 54 Director
Brianne Murphy 54 Nominee for Director
Laird Robertson 42 Director and Chief Executive Officer
</TABLE>
Roy Atlas has been a director of the Company since December 19,
1996. Mr. Atlas served as Executive Vice President and Chief Operating Officer
of the Company from October 10 to December 19, 1996, and has been serving as
President and Chief Operating Officer from December 19, 1996. From 1980 to 1996,
Mr. Atlas served in senior management positions at a number of distribution
companies in Florida or the east coast including Gold Coast Distributors in
Miami, Florida, American Potomac Distributors in Washington, D.C., and South
Jersey Distributors in Pleasantville, New Jersey. Previously, Mr. Atlas built up
a successful 11-store drugstore chain in the Washington, D.C. area, which he
sold in 1979.
William O. Fleischman has been Chairman of the Board and Secretary
of the Company since October 10, 1996. Mr. Fleischman, in his individual
capacity or through W/F or its affiliates, has substantial experience investing
in and managing companies, financial institutions and real estate. Mr.
Fleischman is also a senior member of a Century City-based law firm specializing
in corporate and real estate law.
Leslie J. Kovacs, A.S.C., has served as a director of the Company
since April 1997. Mr. Kovacs is a well respected independent lighting gaffer who
has been involved in the motion picture industry since 1965. He is a member of
the International Alliance of Theatrical Stage Employees (I.A.T.S.E.) and the
American Society of Cinematographers. His film credits include some of the top
U.S. box office films in recent years including BASIC INSTINCT, BATMAN FOREVER,
EXECUTIVE DECISION and the upcoming BATMAN AND ROBIN.
Brianne Murphy, A.S.C., was the first woman cinematographer in the
I.A.T.S.E. and the first woman invited to join the American Society of
Cinematographers. She was a founder of Women in Film and Behind the Lens. She is
a recipient of a Crystal Award, a Lucy Award and an Emmy. In 1982 she was
awarded an Academy of Motion Picture Arts & Sciences (A.M.P.A.S.) Scientific and
Engineering Award for the Mitchell Camera Insert Car and Process Trailer. She is
also a member of the Directors Guild of America and has been directing
television and features in the United States and Mexico.
Laird Robertson has been a director of the Company since December
19, 1996, and the Chief Executive Officer of the Company since October 10, 1996.
For approximately the past five years, prior to joining CPI, Mr. Robertson
served as an advisor or "turnaround" manager for a variety of companies in
transition or financial difficulty. Previously, Mr. Robertson was a corporate
lawyer with an international law firm based in Los Angeles. From 1984 to 1988,
Mr. Robertson was an officer at the Department of State, advising principally
the Economic & Business Bureau on international trade, intellectual property and
telecommunication matters.
None of the officers or directors of the Company is related to any
other officer or director of the Company.
- 2 -
<PAGE> 5
During 1996, the Board took action without meeting by unanimous
written consent one time and held nine regular or special meetings. The
Compensation Committee of the Board of Directors held no meetings during 1996
and, effective October 1996, the Board as a whole has overseen and administered
the Company's executive compensation programs.
The Board recommends a vote FOR all of the nominees as directors.
EXECUTIVE OFFICERS
Officers are appointed by the Board and serve at the pleasure of the
Board or until they resign. Information with respect to Messrs. Laird Robertson
(Chief Executive Officer) and Roy Atlas (President and Chief Operating Officer)
is set forth in "ELECTION OF DIRECTORS" above. Information with respect to
Ronald J. Riddle is set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Ronald J. Riddle 51 Treasurer, Chief Financial Officer
</TABLE>
Ronald J. Riddle has been employed by the Company since July 1986
and has been the Company's Treasurer since March 1991 and Chief Financial
Officer since October 1996. Mr. Riddle has also served as the General Manager of
the Shotmaker division from February 1991 until October 1996 (when the position
was eliminated). From March 1991 until October 1991 Mr. Riddle served as
Secretary of the Company.
EXECUTIVE COMPENSATION
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Board oversees and administers the executive compensation
programs. The Board reviews and approves, as appropriate, the compensation
policy of the Company with respect to its executive officers and the various
components of the total compensation of the executive officers. The Committee
meets in executive session to evaluate the performance of executive officers.
The Board has available to it, and employs from time to time, the services of
independent consultants on compensation matters.
The Company's compensation philosophy is based on the belief that
compensation of its executive officers should be linked with business strategy,
operating performance and other short and long-term indicators of success.
Consequently, the total compensation program is designed to attract, retain and
motivate executive management of the highest quality and to provide an
appropriate linkage between executive compensation and the creation of
shareholder value. In order to achieve this goal, it is the Company's policy to
link a significant portion of overall compensation to Company performance and
the achievement of results which are in the long-term interest of the Company
and its shareholders.
The Company's compensation program has three principal components:
base salaries, short-term incentives consisting of annual bonuses awarded under
the Company's bonus plan (the "Bonus Plan"), and long-term incentives consisting
of the grant of stock options under the Company's 1990 Stock Option Plan (the
"Stock Option Plan"). The short-term incentive plan is directly linked to
Company performance through operating profit and other measurable objectives
that are considered critical to the success of the Company. The long-term
incentive plan indirectly reflects the Company's performance through changes in
the market price of the Company's common stock. Additionally, the long-term
incentive plan provides an important incentive in building shareholder value and
aligning the interests of executive officers and shareholders.
- 3 -
<PAGE> 6
Base Salary. The Board annually establishes base salaries for the
Company's executive officers. This is achieved by means of a review of one or
more of the following: available compensation surveys that provide competitive
data for positions of similar size and responsibility, supplemental information
relating to the economic conditions and the specific industry and environment in
which the Company does business, and consideration of past performance and the
Board's own expectations as to each executive's future contributions to the
Company's performance. Base salary is most closely linked to individual
performance and is the component of total compensation that is least related to
Company performance.
Bonus Plan. Under the Bonus Plan, executive officers may be awarded,
on an annual basis, bonuses determined by the Board. The Board determines who
will participate in the Bonus Plan and the extent to which bonus awards, if
payable, will be dependent on operating profit or other performance indicators.
At the beginning of each year the Board may approve annual objectives that
provide the basis for payment of awards under the Plan. At the end of the year
the Board reviews the Company's performance against these objectives as well as
the contribution of each executive officer. Any bonus awards for executive
officers are then determined. The financial performance of the Company is
considered to be the most critical objective and is the most highly weighted of
the Plan elements; no awards are payable under this financial performance
element if the Company achieves negative pre-tax operating results. Incentive
compensation is the most visible link to individual and Company performance
levels that directly relate to shareholder value over the short term.
Stock Option Plan. The long-term incentive component of total
compensation is equity-based and consists of the award of stock options to
executive officers and other key employees, as determined by the Board. Stock
options are granted with an exercise price equal to the fair market value of the
Company's common stock on the date the option is granted. The grantee will
realize value from the grant only if the market value of such shares increases.
Hence, this compensation element is dependent on increases over time in the
market value of such shares and represents compensation that is tied to the
long-term performance of the Company. The Board did not grant any options under
the Stock Option Plan based on the Company's performance in 1996.
Compensation of Chairman and Chief Executive Officer. Mr. Needham,
the Company's former Chairman and Chief Executive Officer, received $49,000 in
base salary and no incentive compensation or stock options in 1996. Mr. Needham
resigned as Chairman and Chief Executive Officer effective October 1996 and
receives no further compensation from the Company. Effective October 1996, Mr.
Fleischman became Chairman. He received no compensation in 1996, although a law
firm of which Mr. Fleischman was a senior member, Fleischman & Schelberg, was
paid $49,825 for legal work. Effective January 1997, W/F Investment Corp., a
California corporation ("W/F"), an investment firm of which Mr. Fleischman is a
principal, has been paid $7,000 per month in management and advisory fees.
Effective October 1996, Mr. Laird Robertson became Chief Executive Officer of
the Company. His compensation for the period ended December 1996 and for the
period January through April 1997 was $16,000 and $23,000, respectively.
Effective May 1997 Mr. Robertson's compensation is $1,000 per month.
Compensation of President/Chief Operating Officer. Mr. Philip M.
Panzera served as President of the Company until October 1996. His compensation
for the year totaled $134,000, including severance benefits awarded by the Board
of Directors prior to UST, Inc.'s sale of its shares on October 10, 1996. Mr.
Roy Atlas has been Chief Operating Officer of the Company since October 1996 and
President since December 1996. His compensation for 1996 totaled $16,000. The
Company has entered into a five-year employment agreement with Mr. Atlas which
provides for a salary of $75,000 annually with an annual bonus of $25,000
depending on profitability, and warrants to purchase up to 700,000 shares of the
Company's common stock, which warrants will vest at the rate of 100,000 per year
of service under the agreement.
- 4 -
<PAGE> 7
INTERLOCKS AND INSIDER PARTICIPATION
One officer of the Company, Hal Needham, Chairman of the Board and
Chief Executive Officer, served on the Compensation Committee of the Board of
Directors until October 1996. Currently, three officers of the Company, Messrs.
Fleischman, Robertson and Atlas, serve on the Board.
COMPENSATION OF DIRECTORS
In 1996 no directors received any fees for serving as members of the
Board. Effective April 1997, directors who are not officers of the Company
receive $1,000 for each Board meeting which they attend.
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth information concerning the
compensation of the Company's Chief Executive Officer and those other executive
officers of the Company whose salary and bonus exceeded $100,000 during 1996.
The table below sets forth information regarding the compensation of each listed
executive officer for the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARD(S) SAR'S PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ------------------ ---- --------- -------- ------------ ------------ ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Hal Needham*
Chairman, CEO 1996 49,000 -- -- -- -- -- --
1995 52,000 -- -- -- -- -- --
1994 52,000 -- -- -- -- -- --
Laird Robertson
Director, CEO 1996 16,000 -- -- -- -- -- --
Philip M. Panzera**
President 1996 134,000 -- -- -- -- -- --
President 1995 115,000 -- -- -- -- -- --
VP & CFO 1994 95,000 -- -- -- -- -- --
</TABLE>
* Mr Needham resigned as Chairman and CEO on October 10, 1996.
** Mr. Panzera served as President through October 10, 1996.
OPTION GRANTS IN 1996
No stock options were granted to executive officers, or any other
Company employee, during the year ended December 31, 1996.
- 5 -
<PAGE> 8
AGGREGATED OPTION EXERCISES IN 1996
AND YEAR-END 1996 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SAR'S AT OPTIONS/SAR'S AT
ACQUIRED ON VALUE FISCAL YEAR-END (#) FISCAL YEAR-END (#)
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Hal Needham -- -- -- -- -- --
Philip M. Panzera -- -- 12,000 -- -- --
</TABLE>
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Camera Platforms International, Inc. $100 $67 $8 $8 $8 $6
- ----------------------------------------------------------------------------------------------------
Peer Group Companies $100 $67 $75 $82 $85 $63
- ----------------------------------------------------------------------------------------------------
Russell 2000 Index $100 $118 $141 $138 $178 $207
- ----------------------------------------------------------------------------------------------------
</TABLE>
* This graph reflects the change in value of a $100 investment made on
December 31, 1991 and held through December 31, 1996. The total return includes
reinvestment of dividends.
- 6 -
<PAGE> 9
Peer Group Companies. SEC regulations require a graphical comparison of
the Company's performance with a peer group in its industry. There are, however,
no public companies in the entertainment industry which are comparable to the
Company in its very specialized line of business. The Company is the only public
company which rents camera cars, and manufacturers, rents and sells dollies and
cranes. Most of the Company's competitors in these niche markets are private
companies from whom financial information is not available. Peer group companies
were therefore selected which also manufacture for or distribute products to the
entertainment industry. The companies included in the peer group are: Showscan
Corporation, Matthews Studio Equipment Group, Image Entertainment, Inc. and Rank
Organisation PLC.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
On October 10, 1996, Shotmaker Acquisition Corporation, a Delaware
corporation ("SAC"), as nominee of W/F, purchased from UST, Inc., a Delaware
corporation, and UST Enterprises Inc., a Delaware corporation (collectively,
"UST"), an aggregate of 9,403,168 shares of the $.0005 common stock, which
shares constitute 75.7% of the issued and outstanding common stock of the
Company. The acquisition of the common stock was made pursuant to that certain
Stock Purchase and Contribution Agreement dated October 10, 1996 (the "Stock
Purchase Agreement") by and among UST, W/F and the Company. In accordance with
the terms of the Stock Purchase Agreement, SAC paid to UST cash in the amount of
$94,032 for the 9,403,168 shares of common stock. SAC also made a capital
contribution of $191,738 to the Company and W/F arranged for a line of credit
from Foothill Capital Corporation to be made available to the Company in the
amount of $850,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to those persons
known by the Company to own beneficially more than 5% of the Company's common
stock as of June 9, 1997.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS
---------------- --------- -----
<S> <C> <C>
Hal Needham 1,123,520(1) 9.0%
12711 Ventura Blvd.
Studio City, CA 91604
William O. Fleischman 6,582,217(2) 52.9%
1900 Avenue of the Stars, Suite 2410
Los Angeles, CA 90067
Laird Robertson 1,880,633(3) 15.1%
1917 Garth Avenue
Los Angeles, CA 90034
</TABLE>
(1) Includes 41,520 shares held directly by Mr. Needham and 1,082,000
shares held directly by Hollywood Camera Cars, Inc.
(2) Mr. Fleischman's minor child is the owner of 70% of the outstanding
shares of SAC, which owns 9,403,168 shares or 75.6% of the Company's
common stock.
(3) Mr. Robertson is the owner of 20% of the outstanding shares of SAC,
which owns 9,403,168 shares or 75.6% of the Company's common stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to shares of the
Company's outstanding
- 7 -
<PAGE> 10
common stock which are owned beneficially by each director and officer, and the
aggregate number of shares owned beneficially by all directors, officers and
nominees as a group, as of June 9, 1997.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------------ --------- -----
<S> <C> <C>
Roy Atlas -- 0%
William O. Fleischman 6,582,217(1) 52.9%
Leslie J. Kovacs -- 0%
Brianne Murphy -- 0%
Ronald J. Riddle 13,850 0.1%
Laird Robertson 1,880,663(2) 15.1%
All officers, directors and nominees 8,476,730 68.2%
as a group (6 persons)
</TABLE>
(1) Represents 6,582,217 shares held by SAC, which owns a total of
9,403,168 shares of the Company's common stock.
(2) Represents 1,880,633 shares held by SAC, which owns a total of
9,403,168 shares of the Company's common stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Two directors of the Company, Messrs. Fleischman and Robertson, are
officers of SAC. Mr. Fleischman is also a principal of W/F, which is currently
receiving management and advisory fees of $7,000 per month.
COMPANY'S INDEPENDENT ACCOUNTANTS
At a meeting held on January 22, 1997, the Board approved the
engagement of Grant Thornton LLP as its independent auditors for the fiscal year
ending December 31, 1996, and for other independent accounting and tax-related
services on an ongoing basis, to replace the firm of Ernst & Young LLP, who
resigned as auditors of the Company effective January 22, 1997. The Board does
not have a separate audit committee.
The reports of Ernst & Young LLP on the Company's financial
statements for the past two fiscal years ended December 31, 1994 and 1995 did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company's financial
statements for each of the past two fiscal years ended December 31, 1994 and
1995 and in subsequent interim periods, there were no disagreements with Ernst &
Young LLP on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which, if not resolved to
the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to
make reference to the matter in its report.
Ernst & Young LLP furnished a letter addressed to the Commission
stating that it agrees with the above statements. A copy of that letter, dated
January 24, 1997, was filed as Exhibit 1 to the Company's Form 8-K Current
Report dated January 22, 1997, which reported the change in the Company's
certifying accountant.
A representative of Grant Thornton LLP will be available by
conference call at the Annual Meeting for any questions.
- 8 -
<PAGE> 11
OTHER MATTERS
The Board is not aware of any business to be presented at the
Annual Meeting except for the matters set forth in the Notice of Annual Meeting
and described in this Proxy Statement. Unless otherwise directed, all shares
represented by proxy holders will be voted in favor of the proposals described
in this Proxy Statement. If any other matters come before the Annual Meeting,
the proxy holders will vote on those matters using their best judgment.
SHAREHOLDER PROPOSALS
Shareholders desiring to exercise their right under the proxy
rules of the Securities and Exchange Commission to submit proposals for
consideration by the shareholders at the 1998 Annual Meeting are advised that
their proposals must be received by the Company no later than February 12, 1998,
in order to be eligible for inclusion in the Company's Proxy Statement and form
of proxy relating to that meeting.
ANNUAL REPORT TO SHAREHOLDERS
The Company's 1996 Annual Report, which includes financial
statements for the years ending December 31, 1995 and 1996, is being mailed to
the shareholders along with this Proxy Statement. The Annual Report is not to be
considered part of the soliciting material.
By Order of the Board of Directors
/s/ WILLIAM O. FLEISCHMAN
WILLIAM O. FLEISCHMAN
Secretary
North Hollywood, California
June 9, 1997
- 9 -
<PAGE> 12
PROXY PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF CAMERA PLATFORMS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
The undersigned hereby constitutes and appoints William O. Fleischman and
Laird Robertson, and each of them, with full power of substitution, the proxies
of the undersigned to represent the undersigned and vote all shares of common
stock of Camera Platforms International, Inc., which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders to
be held at the Company's headquarters at 10909 Vanowen Street, North Hollywood,
CA 91605, on July 7, 1997, at 10:00 a.m. Pacific Daylight Time, and at any
adjournment thereof, with respect to the matters described in the accompanying
Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which
is hereby acknowledged, in the following manner:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED IN ITEM 1.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed (except [ ] WITHHOLD AUTHORITY to vote all
as marked to the contrary below) nominees listed below
</TABLE>
ROY ATLAS, WILLIAM O. FLEISCHMAN, LESLIE J. KOVACS, BRIANNE MURPHY,
LAIRD ROBERTSON
Instructions: To withhold authority to vote for any individual nominee strike a
line through the nominee's name on the list above.
2. IN ACCORDANCE WITH THEIR BEST JUDGMENT, with respect to any other matters
which may properly come before the meeting and any adjournment thereof.
Please sign and date on the reverse side.
<PAGE> 13
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO CHOICE IS SPECIFIED, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.
Please date and sign
exactly as your name or
names appear hereon. If
more than one owner, all
should sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give
full title as such. If
the signatory is a
corporation or
partnership, sign the
full corporate or
partnership name by its
duly authorized officer
or partner.
Date: , 1997
-------------
-------------------------
Signature
-------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
