SCHEDULE 14C INFORMATION
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permitted by Rule 14c-5(d)(2))
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PLATRONICS, INC.
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NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS OF
PLATRONICS, INC.
November 24, 1998
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders
of Platronics, Inc., a New Jersey corporation (the "Company"), will
be held at the offices of the Company, 301 Commerce Road, Linden,
New Jersey 07036, on November 24, 1998 at 11:00 a.m. for the
following purposes:
1. To amend the Certificate of Incorporation of the
Company to increase the number of authorized shares of common stock
of the Company from Two (2) Million to Ten (10) Million shares.
2. To amend the Certificate of Incorporation to provide
that the Company shall be governed by the provisions of the New
Jersey Business Corporation Act which provide that shareholder
action shall be taken by the holders of a majority of the issued
and outstanding shares of common stock present and voting rather
than a two-thirds (2/3rds) majority of the issued and outstanding
shares of common stock present and voting on certain major organic
corporate changes, including amendments to the Certificate of
Incorporation, mergers or consolidations, sales of assets not in
the ordinary course of business and corporate dissolution.
The Board of Directors has fixed October 21, 1998, at the
closing of business, for the determination of the shareholders
entitled to notice of and to vote at said special meeting.
By Order of the Board of Directors
Ronald Knigge,
Chairman, Chief Executive
Officer and President
Linden, New Jersey
October 21, 1998
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PLATRONICS, INC.
301 Commerce Road
Linden, New Jersey 07036
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INFORMATION STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
November 24, 1998
_________________________________________________________
The actions to be taken at the Special Meeting of Shareholders
will require the affirmative vote of holders of two-thirds (2/3rds)
of the issued and outstanding shares of Common Stock present and
voting. Sheridan Printing Co. currently holds in excess of two-
thirds (2/3rds) of the issued and outstanding shares of Common
Stock and has advised the Company that it intends to vote its stock
in favor of both proposals to be presented to the Shareholders for
approval, thus assuring their approval.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
PROPOSAL NO. 1
The first proposal to be considered by the Shareholders is a
resolution to amend the Certificate of Incorporation of the Company
to increase the number of authorized shares of Common Stock from
Two (2) Million shares to Ten (10) Million shares.
There are currently 910,031 shares of Common Stock
outstanding. In addition, Ronald Knigge, the Chairman, Chief
Executive Officer and President of the Company, has an option to
acquire 303,344 shares of Common Stock. If the number of shares of
authorized Common Stock were not increased, this would leave only
786,625 shares available for future issuance.
The Board of Directors of the Company is currently considering
a private placement of Common Stock and Warrants to purchase
additional shares of Common Stock. Any such private placement will
require that additional shares of Common Stock be available for
future issuance by the Company. Although the terms of the private
placement have not been finalized, the Board of Directors is
considering raising up to One ($1 million) Million Dollars through
the sale of 400,000 shares of Common Stock. In addition,
purchasers will obtain Warrants to purchase additional shares of
Common Stock for a limited period of time at a purchase price of
either $2.50 and $3.50 per share, depending on when the Warrant is
exercised.
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The final terms of any such private placement or any other
future issuance of Common Stock shall be made by the Board of
Directors. The consent of the shareholders will not be required to
such terms. In addition, the shareholders of the Company will not
possess preemptive rights with respect to any future issuance of
Common Stock of the Company. Any additional shares issued will
dilute the ownership of the Company by its current shareholders.
The Board of Directors will not be able to consider this or any
other offering unless the number of authorized shares of the
Company is increased.
The proceeds of the contemplated private placement will be
used primarily to obtain working capital for the Company and to
repay certain short term loans made by Sheridan Printing Co. to the
Company.
PROPOSAL NO. 2.
The second proposal to be considered by the shareholders would
adopt the majority voting provisions of the New Jersey Business
Corporation Act to the Company.
The New Jersey Business Corporation Act provides that as to
any corporation incorporated prior to the effective date of such
Act, January 1, 1969, the vote of holders of two-thirds (2/3rds) of
the Common Stock present and voting is required to approve certain
organic changes to the Corporation, including amendments to the
Certificate of Incorporation, mergers and consolidations, sales of
assets not in the ordinary course of business and dissolution of
the Company. The vote of holders of only a majority of the Common
Stock present and voting would be required to take any such actions
if the corporation had been incorporated after January 1, 1969.
The Company was incorporated on September 28, 1946 and thus is
subject to the two-thirds (2/3rds) voting requirements.
Under the New Jersey Business Corporation Act, the Company may
elect to be governed by the provisions requiring the approval of
holders of a majority and not two-thirds (2/3rds) of the Common
Stock present and voting for the aforesaid organic changes provided
that an amendment to the Certificate of Incorporation to such
effect is approved by the holders of two-thirds (2/3rds) of the
Common Stock present and voting.
The purpose of this proposal is to adopt the majority voting
provisions of the New Jersey Business Corporation Act for all
shareholder action which heretofore required the vote of the
holders of two-thirds (2/3rds) of the Common Stock present and
voting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has one class of capital stock, Common Stock, $.10
par value, of which, as of October 21, 1998, 910,031 shares were
outstanding. Each outstanding share of Common Stock is entitled to
one vote.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following chart sets forth, as of October 21, 1998,
information concerning the security ownership of those beneficial
owners who are known by the Company to own beneficially more than
5% of the Common Stock of the Company:
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent
Class Owner Ownership of Class
Common Sheridan Printing Co. 615,000 67.6%
702 Hamilton Mall
Allentown, PA 18101
(B) SECURITY OWNERSHIP OF MANAGEMENT
None of the directors and executive officers of the Company
currently own any shares of stock of the Company. Ronald Knigge,
the Chairman, Chief Executive Officer and President of the Company,
is the holder of a stock option which permits him to acquire
303,344 shares of stock of the Company at a purchase price of $.05
per share.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or officers of the Company has any
substantial interest, direct or indirect, by security holdings or
otherwise, in any of the matters to be acted upon by the
shareholders.
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