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. ___)
[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 sec. 240.14a-11(c) or sec. 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
COLOROCS INFORMATION TECHNOLOGIES, INC.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $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 0-111:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
1Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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:
COLOROCS INFORMATION TECHNOLOGIES, INC.
NOTICE OF 1997 ANNUAL MEETING
AND PROXY STATEMENT
May 23, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of Colorocs Information Technologies, Inc. to be held at
5600 Oakbrook Parkway, Suite 260, Norcross, Georgia, on Monday, June
23, 1997 at 2:00 p.m., local time.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the Annual Meeting.
During the meeting, we also will report on the operations of the
Company during the past year, and the directors and officers of the
Company will be present to respond to appropriate questions from
shareholders.
I hope that you will be able to attend the Annual Meeting. If
you plan to attend, please mark the appropriate box at the bottom of
your proxy card so that we can make appropriate arrangements for the
anticipated number of guests. Whether or not you plan to attend the
Annual Meeting, please sign, date and return your proxy card in the
enclosed envelope at your earliest convenience. This will assure that
your shares will be represented and voted at the Annual Meeting even
if you are unable to attend.
Sincerely,
/s/ RUDOLPH R. RUSSO
Rudolph P. Russo
Chairman of the Board
and Chief Executive Officer
COLOROCS INFORMATION TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 1997
NOTICE HEREBY IS GIVEN that the 1997 Annual Meeting of
Shareholders of Colorocs Information Technologies, Inc. (the
"Company") will be held at the offices of the Company at 5600 Oakbrook
Parkway, Suite 260, Norcross, Georgia, on Monday, June 23, 1997 at
2:00 p.m., local time, for the purposes of:
1. Electing four directors of the Company;
2. Ratifying the appointment of Arthur Andersen LLP as
independent public accountants of the Company for the fiscal
year ending December 31, 1997; and
3. Transacting such other business as properly may come before
the Annual Meeting or any adjournments thereof.
Information relating to matters 1 and 2 above is set forth in the
attached Proxy Statement. Shareholders of record at the close of
business on May 16, 1997 will be entitled to receive notice of and to
vote at the Annual Meeting and any adjournments thereof.
By Order of the Board of Directors.
/s/ PHILIP J. FACCHINA
Philip J. Facchina
Secretary
Norcross, Georgia
May 23, 1997
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE,
EXECUTE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE. YOU CAN SPARE YOUR COMPANY THE EXPENSE OF
FURTHER PROXY SOLICITATION BY RETURNING YOUR PROXY CARD PROMPTLY. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY AND VOTE IN
PERSON IF YOU SO DESIRE.
COLOROCS INFORMATION TECHNOLOGIES, INC.
_________________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 1997
_________________
This Proxy Statement is furnished to the shareholders of Colorocs
Information Technologies, Inc. (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company for
use at the 1997 Annual Meeting of Shareholders of the Company and at
any adjournments thereof (the "Annual Meeting"). The Annual Meeting
will be held on Monday, June 23, 1997 at 2:00 p.m. local time at the
office of the Company, 5600 Oakbrook Parkway, Suite 260, Norcross,
Georgia.
The approximate date on which this Proxy Statement and the
accompanying proxy card are first being sent or given to shareholders
is May 23, 1997.
VOTING
General
The securities that can be voted at the Annual Meeting consist of
Common Stock of the Company, no par value, with each share entitling
its owner to one vote on each matter submitted to the shareholders.
The record date for determining the holders of Common Stock who are
entitled to notice of and to vote at the Annual Meeting is May 16,
1997. On the record date, 2,102,794 shares of Common Stock were
outstanding and eligible to be voted at the Annual Meeting.
Quorum and Vote Required
The presence, in person or by proxy, of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum
at the Annual Meeting. In counting the votes to determine whether a
quorum exists at the Annual Meeting, the proposal receiving the
greatest number of all votes cast "for" or "against," as well as any
abstentions (including instructions to withhold authority to vote),
will be used.
In accordance with Georgia law (under which the Company is
organized) and the Company's Bylaws, the vote required to elect
directors (Proposal 1) is a plurality of the votes cast by the holders
of shares entitled to vote, provided a quorum is present. As a
result, votes that are withheld will have no effect. With regard to
the proposal to ratify the Board of Directors' appointment of
independent accountants for the Company (Proposal 2), the proposal is
approved if the votes cast favoring such proposal exceed the votes
cast opposing such proposal, provided a quorum is present. As a
result, abstentions and broker non-votes will have no effect.
Proxies
The accompanying proxy card is for use at the Annual Meeting if a
shareholder is unable to attend in person or is able to attend but
does not wish to vote in person. Shareholders should specify their
choices with regard to the two proposals on the accompanying proxy
card. All properly executed and dated proxy cards delivered by
shareholders to the Company in time to be voted at the Annual Meeting
and not revoked will be voted at the Annual Meeting in accordance with
the instructions given. If no specific instructions are given, the
shares represented by a signed and dated proxy card will be voted
"FOR" the election of the four director nominees named in Proposal 1
and "FOR" Proposal 2. If any other matters properly come before the
Annual Meeting, the persons named as proxies will vote upon such
matters according to their judgment. The Board of Directors is not
aware of any other business to be presented to a vote of the
shareholders at the Annual Meeting.
The granting of a proxy does not affect the right to vote in
person should the shareholder attend the Annual Meeting. Any
shareholder who has given a proxy has the power to revoke it at any
time before it is voted by giving written notice of revocation to
Philip J. Facchina, the Secretary of the Company, at 5600 Oakbrook
Parkway, Suite 260, Norcross, Georgia 30093; by executing and
delivering to Mr. Facchina a proxy card bearing a later date; or by
voting in person at the Annual Meeting.
In addition to soliciting proxies directly, the Company has
requested brokerage firms, nominees, custodians and fiduciaries to
forward proxy materials to the beneficial owners of shares held of
record by them. The Company also may solicit proxies through its
directors, officers and employees in person and by telephone and
facsimile, without payment of additional compensation to such persons.
All expenses incurred in connection with the solicitation of proxies
will be borne by the Company.
Principal Shareholders
The following table sets forth information as of April 15, 1997
regarding the ownership of the Company's Common Stock by each person
known to the Company to be the beneficial owner of more than five
percent of the Company's Common Stock and by all directors and
executive officers of the Company as a group. For information
regarding the beneficial ownership of the Company's Common Stock as of
April 15, 1997 by each of the directors and executve officers of the
Company, see "Proposal 1 - Election of Directors - Information
Regarding Nominees."
Name and Position Shares Beneficially Owned(1) Percent of Class(1)
Rudolph P. Russo 502,247(2) 23.53%
Chairman of the Board and
Chief Executive Officer
Melton Harrell 290,875(3) 13.63%
Director
Frank J. Hanna, Jr. 264,600(4) 12.58%
Principal Shareholder
Credit Lyonnais Bank 145,575(5) 6.92%
Principal Shareholder
All current directors and 901,112(6) 40.37%
executive officers as a
group (5 persons)
(1) Beneficial ownership includes shares of Common Stock as to which
a person possesses sole or shared voting and/or investment power
and shares which may be acquired within 60 days after April 15,
1997 upon the exercise of outstanding stock options. Shares
which may be acquired upon the exercise of stock options are
deemed to be outstanding for the purpose of computing the
percentage of Common Stock owned by a particular individual or
group but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person or group.
To the Company's knowledge, the named persons have sole voting
and investment power with regard to the shares shown as owned by
them except as otherwise referenced in the notes below.
The shares shown include 31,250 shares that may be acquired upon
the exercise of stock options. Mr. Russo's business address is
35 Market Street, Bardavon Building, Poughkeepsie, New York
12601.
The shares shown include 31,250 shares that Mr. Harrell may
acquire upon the exercise of stock options. Mr. Harrell's
business address is 615 Peachtree Street, Suite 1100, Atlanta,
Georgia 30308.
Mr. Hanna's business address is Route 1, Box 424-A, Summerville,
Georgia 30747.
The address of Credit Lyonnais Bank is Nederland NV, 63
Coolsingel, 3012 AB Rotterdam, The Netherlands.
(6) The shares shown include 129,490 shares that may be acquired upon
the exercise of stock options.
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
Pursuant to the Bylaws of the Company, the number of directors of
the Company has been set by the Board of Directors at four, and the
Board of Directors has nominated the four persons named in the table
below for election as directors at the Annual Meeting. If elected,
each of the four nominees would serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and
qualified. If any of the nominees should be unavailable to serve for
any reason (which is not anticipated), the Board of Directors may
designate a substitute nominee or nominees (in which case the persons
named as proxies on the enclosed proxy card will vote the shares
represented by all valid proxy cards for the election of such
substitute nominee or nominees), allow the vacancy or vacancies to
remain open until a suitable candidate or candidates are located, or
by resolution provide for a lesser number of directors.
The Board of Directors unanimously recommends that
shareholders vote "FOR" the proposal to elect Alan McKeon, Nicholas M.
Russo, Rudolph P. Russo and Joseph E. Wallace as directors of the
Company to serve until the 1998 Annual Meeting of Shareholders and
until their successors are duly elected and qualified.
Information Regarding Nominees
The following table sets forth certain information regarding the
four nominees for director. Except as otherwise indicated, each of
the named persons has been engaged in his present principal occupation
for more than five years. Stock ownership information is as of April
15, 1997.
Shares of Common
Stock Beneficially
Owned (Percent
Name Business Information of Class)(1)
Alan McKeon Mr. McKeon, age 34, has served 66,990 (2)
as President, Chief Operating (3.09%)
Officer and a director of the
Company since April 1995. Prior
to joining the Company, he was
Vice President-Sales and Marketing
of Iterated Systems, Inc. from
1994 to April 1995 and was President
of Iterated Systems Ltd., a
subsidiary of Iterated Systems,Inc.,
from 1991 to 1993. From 1990 to 1991,
he was OEM Business Development
Manager for Microsoft Ltd. in the
United Kingdom.
Nicholas M.
Russo(3) Mr. Russo, age 63, has been a 41,000
certified public accountant in (1.95%)
private practice since 1963.
Mr. Russo has served as a director
of the Company since February 1997.
Rudolph P.
Russo(3) Mr. Russo, age 67, has served as 502,247 (4)
Chairman of the Board of the Company (23.53%)
since 1994 and as Chief Executive
Officer of the Company since March
1995. He served as Co-Chairman of the
Board from December 1993, when he was
first elected as a director, to
1994. Mr. Russo has been in
private practice as an attorney in
Poughkeepsie, New York since 1957.
Joseph E.
Wallace(5) Mr. Wallace, age 64, has been -0-
engaged in private investment
banking doing business as Wallace
Associates since 1982. From 1978 to
1982, he was Vice President of W.T.
Grimm Co., merger and acquisition
consultants. From 1970 to 1978 he
was a partner with the investment
banking firm of Drexel, Harriman &
Ripley. Mr. Wallace has served as
a director of the Company since
February 1997.
(1) See Note (1) on page 3 hereof for the definition of "beneficial
ownership".
(2) The shares shown represent shares which may be acquired by Mr.
McKeon upon the exercise of stock options.
(3) Nicholas M. Russo and Rudolph P. Russo are brothers.
(4) The shares shown include 31,250 shares which may be acquired by
Mr. Russo upon the exercise of stock options.
(5) Joseph E. Wallace and Rudolph P. Russo are brother in-laws.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business
through meetings of the full Board and through an Audit Committee.
During 1996, the Board of Directors held eleven meetings and the Audit
Committee held one meeting. Each director attended at least 75% of
all meetings of the full Board of Directors and, if he was a member of
such committee, the Audit Committee.
The Audit Committee is responsible for reviewing with the
Company's independent accountants their audit plan, the scope and
results of their audit engagement and the accompanying management
letter, if any; reviewing the scope and results of the Company's
internal auditing procedures; consulting with the independent
accountants and management with regard to the Company's accounting
methods and the adequacy of the Company's internal accounting
controls; approving professional services provided by the independent
accountants; reviewing the independence of the independent
accountants; and reviewing the range of the independent accountants'
audit and non-audit fees. The Audit Committee is composed of Nicholas
M. Russo (Chairman) and Joseph E. Wallace.
The Board of Directors as a whole functions as a nominating
committee to select management's nominees for election as directors of
the Company. The Board of Directors will consider nominees
recommended by shareholders if submitted to the Company in accordance
with the procedures set forth in Section 3.7 of the Bylaws of the
Company. See "Shareholders' Proposals for 1998 Annual Meeting" below.
Director Compensation
Directors who do not serve as full time employees of the Company
receive an annual retainer of $7,500 and a fee of $1,000 per Board
meeting if in attendance, as well as reimbursement for Board-related
expenses. Directors who serve as full time employees of the Company
receive no directors' fees. The Company paid a total of $39,750 in
directors' fees in 1996. No stock options were granted in 1996 under
the Company's 1994 Director Stock Option Plan.
Additional Information
For additional information that should be considered with regard
to the election of directors, see "Executive Compensation," "Certain
Transactions" and "Section 16(a) Beneficial Ownership Reporting
Compliance" below.
EXECUTIVE COMPENSATION
Summary of Compensation
The following table sets forth information for 1994, 1995 and
1996 concerning the annual and long-term compensation earned by each
person who served during 1996 as an executive officer of the Company.
<TABLE>
Long-Term
Compensation
Annual Compensation (1) Awards
Other Securities
Name and Annual Underlying
Principal Position Year Salary Bonus Compensation Options
<S> <C> <C> <C> <C> <C>
Rudolph P. Russo 1996 $200,000 $-0- $-0- -0-
Chairman of the 1995 $100,000 $-0- $-0- $ 31,250
Board and Chief 1994 (2)
Executive Officer
Alan McKeon(3) 1996 $141,539 $10,000 $-0- -0-
Chief Operating 1995 $ 50,000 $-0- $-0- $101,500
Officer 1994 (2)
</TABLE>
(1) Excludes any perquisites and other personal benefits received,
the total value of which did not exceed 10% of the named person's
total annual salary and bonus.
(2) Mr. Russo and Mr. McKean were not executive officers of the
Company in 1994.
(3) See "Employment Agreement" below.
Employment Agreement
The Company and Mr. McKeon are parties to an Employment Agreement
dated April 4, 1995, as amended on April 6, 1995 (the "Employment
Agreement"). The Employment Agreement provided for a term of one year,
an annual salary of $80,000 and the grant of options to purchase up to
101,500 shares of Common Stock of the Company at a price of $1.75 per
share, subject to certain vesting requirements. Not-withstanding the
vesting requirements, all stock options vest upon a "change of
control" of the Company, which includes a change in the beneficial
ownership of 50% or more of the Common Stock of the Company and the
sale of assets of the Company having a fair market value of 50% or
more of the total value of the assets of the Company. The Employment
Agreement expired in April 1996.
Stock Options
No stock options were granted to or exercised by Mr. Russo or Mr.
McKeon in 1996. The following table sets forth information regarding
the number and value of all of the unexercised stock options held by
Mr. Russo and Mr. McKeon as of December 31, 1996.
<TABLE>
Fiscal Year End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the Money
Options at Fiscal Year End Options at Fiscal Year End (1)
Name Exerciseable/Unexercisable Exercisable/Unexercisable
<S> <C> <C>
Rudolph P. Russo 31,250(2)/0 $130,469/0
Alan McKeon 66,990/34,510(3) 226,091/116,471
</TABLE>
(1) Such value is computed by subtracting the option exercise price
($.95 for Mr. Russo and $1.75 for Mr. McKeon) from the market
price of the Common Stock on December 31, 1996 ($5.125) and
multiplying that figure by the total number of unexercised
options.
(2) All of such options were granted to Mr. Russo under the 1994
Director Stock Option Plan.
(3) All of such options were granted to Mr. McKeon by the Board of
Directors.
CERTAIN TRANSACTIONS
As of December 31, 1996, the Company's majority owned subsidiary,
ViewCall America, Inc. ("VCA"), had a $1,500,000 Line of credit from a
bank which bears interest at the prime rate (8.25% at December 31,
1996) (the "Line of Credit"). As of December 31, 1996, VCA had an
outstanding principal balance of $712,500 under the Line of Credit.
Subsequent to December 31, 1996, VCA borrowed an additional $787,500
under the Line of Credit for a total outstanding principal balance of
$1,500,000 as of March 31, 1997. The Line of Credit is guaranteed and
fully collateralized in cash by Rudolph P. Russo, who is the Chairman
of the Board and Chief Executive Officer of the Company. To secure
the obligation of VCA to repay the Line of Credit, VCA granted Mr.
Rosso a security interest in substantially all of the assets of VCA.
On November 11, 1996, the Company borrowed $500,000 from Rudolph
P. Russo (the "Term Loan"). The note which evidences the Term Loan is
due May 12, 1997, bears interest at the prime rate plus 2% (10.25% as
of December 31, 1996) and is collateralized by substantially all of
the assets of the Company. The Company paid approximately $4,000 in
interest to Mr. Russo through December 31, 1996.
In consideration of (i) the cash collateral provided by Mr. Russo
to secure the Line of Credit and (ii) the making of the Term Loan, VCA
issued Mr. Russo a warrant to purchase 1,062,500 shares of common
stock of VCA at a purchase price of $0.70 per share (subject to
certain adjustments). Additionally, pursuant to a Financing Agreement
dated as of February 16, 1997 among the Company, Mr. Russo and VCA,
the Company guaranteed the repayment to Mr. Russo of the cash
collateral he provided to secure the Line of Credit. For this
guaranty obligation, VCA issued the Company a warrant to purchase
1,062,500 shares of common stock of VCA at a purchase price of $0.70
per share (subject to certain adjustments). As security for this
guaranty obligation, the Company granted Mr. Russo a security interest
in substantially all of the assets of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
and regulations of the Securities and Exchange Commission thereunder
require the Company's directors and executive officers and any persons
who beneficially own more than 10% of the Company's Common Stock, as
well as certain affiliates of such persons, to file initial reports of
their ownership of Common Stock and subsequent reports of changes in
such ownership with the Securities and Exchange Commission.
Directors, executive officers and persons beneficially owning more
than 10% of such stock are required by applicable regulations to
furnish the Company with copies of all Section 16(a) reports they
filed. Based solely on its review of the copies of such reports
received by it and written representations that no other reports were
required of those persons, the Company believes that during 1996, all
filing requirements applicable to its directors and executive officers
were complied with in a timely manner, except that Mr. McKeon and
former director Richard S. Owings, Jr. failed to timely file Form 4s
upon their sale of 11,000 shares of Common Stock. The Form 4s were
subsequently filed by both Mr. McKeon and Mr. Owings. Additionally,
Form 3s were not timely filed upon the election of Mr. Nicholas Russo
and Mr. Wallace as directors of the Company. The Form 3s were
subsequently filed by both Mr. Russo and Mr. Wallace.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of Arthur Andersen
LLP to serve as independent public accountants of the Company for the
fiscal year ending December 31, 1997 and has directed that such
appointment be submitted to the shareholders for ratification at the
Annual Meeting. Arthur Andersen LLP served as independent public
accountants of the Company for the fiscal year ended December 31, 1996
and is considered by management of the Company to be well qualified.
If the shareholders do not ratify the appointment of Arthur Andersen
LLP, the Board of Directors will reconsider the appointment.
Representatives of Arthur Andersen LLP will be present at the
Annual Meeting. They will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate
questions from shareholders.
The Board of Directors unanimously recommends that shareholders
vote "FOR" the proposal to ratify the appointment of Arthur Andersen
LLP as independent accountants of the Company for the fiscal year
ending December 31, 1997.
SHAREHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Director nominations and other proposals of shareholders intended
to be presented at the 1998 Annual Meeting of Shareholders must be
submitted to the Company in accordance with the procedures set forth
in Sections 3.7 and 2.13, respectively, of the Bylaws of the Company.
The effect of these provisions is that shareholders must submit such
nominations and proposals, together with certain related information
specified in the above-referenced sections of the Bylaws, in writing
to the Company not later than 14 days before the date of the 1998
Annual Meeting or 5 days after notice of the 1998 Annual Meeting is
given, whichever is later, in order for such matters to be brought
before the 1998 Annual Meeting. All such proposals, nominations and
related information should be submitted on or before the required date
by certified mail, return receipt requested, to the Secretary of the
Company, 5600 Oakbrook Parkway, Suite 260, Norcross, Georgia 30093.
A copy of the above-referenced sections of the Bylaws will be provided
upon request in writing to the Secretary of the Company at such
address.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other
than those referred to in the accompanying Notice of Annual Meeting of
Shareholders which may properly come before the Annual Meeting.
However, if any other matter should be properly presented for
consideration and voting at the Annual Meeting or any adjournments
thereof, it is the intention of the persons named as proxies on the
enclosed form of proxy card to vote the shares represented by all
valid proxy cards in accordance with their judgment of what is in the
best interest of the Company.
By Order of the Board of Directors.
/s/ PHILIP J. FACCHINA
Philip J. Facchina
Secretary
Norcross, Georgia
May 23, 1997
___________
The Company's 1996 Annual Report on Form 10-KSB, which includes
audited financial statements, has been mailed to shareholders of the
Company with these proxy materials. The Form 10-KSB does not form any
part of the material for the solicitation of proxies
(This page intentionally left blank)
[ATTACHMENT]
Revocable Proxy
Common Stock
COLOROCS INFORMATION TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1997
ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Philip J. Facchina as proxy,
with full power of substitution, to act for and in the name of
the undersigned to vote all shares of Common Stock of Colorocs
Information Technologies, Inc. (the "Company") which the
undersigned is entitled to vote at the 1997 Annual Meeting of
Shareholders of the Company, to be held at the offices of the
Company at 5600 Oakbrook Parkway, Suite 260, Norcross, Georgia,
on Monday, June 23, 1997 at 2:00 p.m., local time, and at any and
all adjournments thereof, as indicated below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
1. The election of Alan McKeon, Nicholas M. Russo, Rudolph P.
Russo, and Joseph E. Wallace as directors to serve until the
1998 Annual Meeting of Shareholders and until their
successors are elected and qualified.
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed
contrary below). below.
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.
Alan McKeon, Nicholas M. Russo, Rudolph P. Russo, Joseph E.
Wallace
2. The ratification of the appointment of Arthur Andersen LLP
as independent public accountants for the fiscal year ending
December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE
ENCLOSED PREPAID ENVELOPE.
(Continued, and to be signed and dated, on the reverse side)
(Continued from other side)
PROXY-SOLICITED BY THE BOARD OF DIRECTORS
In his discretion, the named proxy is authorized to vote
upon such other business as properly may come before the Annual
Meeting and any adjournments thereof.
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY CARD WILL BE VOTED IN THE
DISCRETION OF THE NAMED PROXY "FOR" THE ELECTION OF THE FOUR
DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND "FOR" PROPOSAL 2. If
any other business is presented to a vote of the shareholders at
the Annual Meeting, this proxy card will be voted by the named
proxy in his best judgment. At the present time, the Board of
Directors knows of no other business to be presented to a vote of
the shareholders at the Annual Meeting.
If the undersigned elects to withdraw this proxy card on or
before the time of the Annual Meeting or any adjournments thereof
and notifies the Secretary of the Company at or prior to the
Annual Meeting of the decision of the undersigned to withdraw
this proxy card, then the power of said proxies shall be deemed
terminated and of no further force and effect. If the
undersigned withdraws this proxy card in the manner described
above and prior to the Annual Meeting does not submit a duly
executed and subsequently dated proxy card to the Company, the
undersigned may vote in person at the Annual Meeting all shares
of Common Stock of the Company owned by the undersigned as of the
record date, May 16, 1997.
Please mark, date and sign exactly as your name appears on
this proxy card. When shares are held jointly, both holders
should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If the holder
is a corporation or a partnership, the full corporate or
partnership name should be signed by a duly authorized officer.
Date: , 1997
Signature
Signature, if shares held jointly
Do you plan to attend the Annual
Meeting? YES [ ] NO [ ]
