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)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than 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:
(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:
SUPERSCRIPT 1 Set 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:
<PAGE>
April 29, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of Colorocs Information Technologies, Inc. to be held at
Bradbury Suites, Norcross, Georgia, on Friday, May 29, 1998 at 1:00 p.m.,
local time.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. We have included the
Form 10-KSB which is serving as the Company's 1997 Annual Report. 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 P. RUSSO
Rudolph P. Russo
Chairman of the Board
and Chief Executive Officer
<PAGE>
COLOROCS INFORMATION TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 1998
NOTICE HEREBY IS GIVEN that the 1998 Annual Meeting of Shareholders of
Colorocs Information Technologies, Inc. (the "Company") will be held at
Bradbury Suites, Norcross, Georgia, on Friday, May 29, 1998 at 1:00 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, 1998; 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
April 22, 1998 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/ ALAN B. CATHERALL
Alan B. Catherall
Chief Financial Officer
Norcross, Georgia
April 29, 1998
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.
<PAGE>
COLOROCS INFORMATION TECHNOLOGIES, INC.
_________________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 1998
_________________
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 1998 Annual Meeting of Shareholders of the Company and at any
adjournments thereof (the "Annual Meeting"). The Annual Meeting will be held
on Friday, May 29, 1998 at 1:00 p.m. local time at Bradbury Suites, Norcross,
Georgia.
The approximate date on which this Proxy Statement and the accompanying
proxy card are first being sent or given to shareholders is April 22, 1998.
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 April 22, 1998. On the record date, 2,114,794
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.
<PAGE>
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 Alan B. McKeon, the Secretary of the
Board, at 5600 Oakbrook Parkway, Suite 240, Norcross, Georgia 30093-1843; by
executing and delivering to Mr. McKeon 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 22, 1998
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 22, 1998 by each of the directors of
the Company and the Named Executive Officer of the Company (as defined in
"Executive Compensation"), see "Proposal 1 - Election of Directors -
Information Regarding Nominees."
Name and Position Shares Beneficially Owned(1) Percent of Class(1)
Rudolph P. Russo 727,247(2) 34.4%
Chairman of the Board and
Chief Executive Officer
Credit Lyonnais Bank 145,575(3) 6.9%
Principal Shareholder
All current directors and 887,747(4) 42.0%
executive officers as a
group (5 persons)
<PAGE>
(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 22, 1998 upon
the exercise of outstanding stock options and stock warrants. Shares
which may be acquired upon the exercise of stock options or stock
warrants 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.
(2) The shares shown include 31,250 shares that may be acquired upon the
exercise of stock options and 225,000 shares which may be acquired upon
the exercise of stock warrants. Mr. Russo's business address is 35
Market Street, Bardavon Building, Poughkeepsie, New York 12601.
(3) The address of Credit Lyonnais Bank is Nederland NV, 63 Coolsingel, 3012
AB Rotterdam, The Netherlands.
(4) The shares shown include 191,750 shares that may be acquired upon the
exercise of stock options and 225,000 shares that may be acquired upon
the exercise of stock warrants.
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 B. McKeon, Nicholas M. Russo, Rudolph P.
Russo and Joseph E. Wallace as directors of the Company to serve until the
1999 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 22, 1998.
<PAGE>
<TABLE>
Shares of Common
Stock Beneficially
Owned (Percent
Name Business Information of Class)(1)
<S> <C> <C>
Alan B. McKeon Mr. McKeon, age 35, has served as a Director of the Company since April, 1995. 89,500(2)
He is currently a technology entrepreneur in Atlanta, and previously served as (4.2%)
President and Chief Operating Officer of the Company from April, 1995 to May, 1997.
Prior to joining the Company, Mr. McKeon was Vice President - Sales & 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 Business Development Manager for Microsoft Ltd, in the
United Kingdom and from 1986 to 1989 he served as European Sales Manager for
a subsidiary of Dun & Bradstreet.
Nicholas M. Russo(3) Mr. Russo, age 64, has been a certified public accountant in private practice 56,000(2)
since 1963. Mr. Russo has served as a director of the Company since February 1997. (2.6%)
Rudolph P. Russo(3) Mr. Russo, age 68, has served as Chairman of the Board of the Company since 1994 727,247(4)
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. (34.4%)
Joseph E. Wallace(5) Mr. Wallace, age 65, has been engaged in private investment banking doing 15,000(2)
business as Wallace Associates since 1982. From 1978 to 1982, he was Vice (0.7%)
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.
</TABLE>
(1) See Note (1) on page 2 hereof for the definition of "beneficial
ownership".
(2) The shares shown represent shares which may be acquired 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 upon the
exercise of stock options and 225,000 shares which may be acquired upon
the exercise of stock warrants.
(5) Joseph E. Wallace and Rudolph P. Russo are brothers-in-law.
<PAGE>
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 1997, the
Board of Directors held 4 meetings and acted by written consent on 3
occasions. Each director attended at least 75% of all meetings of the full
Board of Directors. The Audit Committee did not meet during 1997.
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
1999 Annual Meeting" below.
Director Compensation
Directors who do not serve as full time employees of the Company earn 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.
Stock options were granted to Nicholas M. Russo and Joseph E. Wallace during
1997.
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.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Compensation
The following table sets forth information for 1995, 1996 and 1997
concerning compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Officer (the "Named Executive Officer"). No other
executive officer of the Company received a total annual salary and bonus in
excess of $100,000 during 1997.
<TABLE>
Long-Term
Annual Compensation(1) Compensation Awards
Name and Other Annual Securities
Principal Position Year Salary Bonus Compensation Underlying Options
<S> <C> <C> <C> <C> <C>
Rudolph P. Russo 1997 $154,167(2) $ - 0 - $ - 0 - - 0 -
Chairman of the Board 1996 $200,000(2) $ - 0 - $ - 0 - - 0 -
and Chief Executive Officer 1995 $100,000(2) $ - 0 - $ - 0 - 31,250
</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) Amounts represent compensation paid to Mr. Russo for consulting services
provided to the Company.
Stock Options and Stock Warrants
No stock options were granted to or exercised by Mr. Russo in 1997. Mr.
Russo was granted a warrant to purchase 225,000 shares of Common Stock by the
Board of Directors on May 8, 1997. The warrant has a term of five years and
is exercisable at an exercise price of $0.25 per share. See "Certain
Transactions" below. The following table sets forth information regarding
the number and value of all of the unexercised stock options and stock
warrants held by Mr. Russo.
<PAGE>
<TABLE>
Fiscal Year End Warrant and Option Values
Number of Securities Value of Unexercised Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Underlying Unexercised In-the-Money
Warrants Warrants Options Options
Name at Fiscal Year End(1) at Fiscal Year End(2) at Fiscal Year End(1) at Fiscal Year End(3)
<S> <C> <C> <C> <C>
Rudolph P. Russo 225,000(3) $ 386,730 31,250(4) $ 31,838
</TABLE>
(1) All warrants and options were exercisable at the fiscal year-end.
(2) Such value is computed by subtracting the warrant exercise price ($0.25
per share) from the market price of the Common Stock on December 31,
1997 ($1.97) and multiplying that figure by the total number of
unexercised warrants.
(3) Such value is computed by subtracting the option exercise price ($0.95
per share) from the market price of the Common Stock on December 31,
1997 ($1.97) and multiplying that figure by the total number of
unexercised options.
(4) All of such options were granted to Mr. Russo under the 1994 Director
Stock Option Plan.
CERTAIN TRANSACTIONS
As of December 31, 1997, the Company had a $1,505,717 line of credit
from a bank which bears interest at the prime rate (8.5% at December 31,
1997) (the "Line of Credit"). As of December 31, 1997, the Company had a
total outstanding principal balance of $1,505,717. The Line of Credit is
guaranteed and fully collateralized in cash by Rudolph P. Russo, the Chairman
of the Board and Chief Executive Officer of the Company. Prior to its sale
to NetChannel, Inc. ("NetChannel") in May 1997, to secure the obligation of
the Company's former subsidiary, ViewCall America, Inc. ("VCA"), (the
original primary borrower under the Line of Credit), to repay the Line of
Credit, VCA granted Mr. Russo 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 was due May
12, 1997, bore interest at the prime rate plus 2% and was collateralized by
substantially all of the assets of the Company. This amount was repaid in
July 1997. The Company paid approximately $42,992 in interest to Mr. Russo
over the life of the Term Loan.
In consideration of (i) the cash collateral provided by Rudolph P. 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.
To facilitate the sale of VCA to NetChannel, Rudolph P. Russo agreed to
the termination of his warrant to purchase 1,062,500 shares of common stock
of VCA and his security interest in substantially
<PAGE>
all of the assets of the Company. In consideration of such actions, on May
8, 1997, the Board of Directors of the Company issued Mr. Russo a warrant to
purchase 225,000 share of common stock to the Company. The warrant has a
term of 5 years and is exercisable at an exercise price of $0.25 per share
(subject to certain adjustments).
During the year ended December 31, 1997, Rudolph P. Russo provided
certain consulting services to the Company. As compensation for such
services, Mr. Russo earned an aggregate of $200,000 and $154,167 during the
years ended December 31, 1996 and 1997, respectively. In addition, from time
to time, during the year ended December 31, 1997, Rudolph P. Russo has
advanced money on behalf of the Company for the purpose of paying certain
trade payables. The Company has not compensated Mr. Russo for such advances.
During the year ended December 31, 1997, the Company's subsidiary, VCA,
retained the law firm of Balboni Ashley LLC for legal services in connection
with the asset sale of VCA. Balboni Ashley LLC was paid approximately
$110,000 during the year ended December 31, 1997, for such services. Mr.
Alan B. McKeon's wife is a partner of Balboni Ashley LLC.
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 1997, all filing
requirements applicable to its directors and executive officers were complied
with in a timely manner.
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, 1998 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, 1997 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.
<PAGE>
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, 1998.
SHAREHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
Director nominations and other proposals of shareholders intended to be
presented at the 1999 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 1999 Annual Meeting or 5 days after notice of the 1999 Annual
Meeting is given, whichever is later, in order for such matters to be brought
before the 1999 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 240, Norcross, Georgia 30093-1843. A copy of the
above-referenced sections of the Bylaws will be provided upon request in
writing to the Secretary of the Board 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/ ALAN B. CATHERALL
Alan B. Catherall
Chief Financial Officer
Norcross, Georgia
April 29, 1998
___________
The Company's 1997 Form 10-KSB, which is serving as the Company's Annual
Report, 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.
<PAGE>
[ATTACHMENT -- PROXY CARD]
[FRONT]
Revocable Proxy
Common Stock
COLOROCS INFORMATION TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1998 ANNUAL MEETING
OF SHAREHOLDERS.
The undersigned hereby appoints Alan B. McKeon 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 1998 Annual
Meeting of Shareholders of the Company, to be held at Bradbury Suites,
Norcross, Georgia, on Friday, May 29, 1998 at 1:00 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 B. McKeon, Nicholas M. Russo, Rudolph P. Russo, and
Joseph E. Wallace as directors to serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and qualified.
[ ] FOR ALL NOMINEES listed [ ] WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below). listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
Alan B. 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,
1998.
[ ] 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)
<PAGE>
[BACK 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, April 22, 1998.
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: , 1998
Signature
Signature, if shares held jointly
Do you plan to attend the Annual Meeting? YES [ ] NO [ ]
