<PAGE> 1
PRELIMINARY COPY OF SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
PARTECH HOLDINGS CORPORATION
(Name of Registrant as Specified In Its Charter)
PARTECH HOLDINGS CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: _/
4) Proposed maximum aggregate value of transaction:
_/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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> 2
PARTECH HOLDINGS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 21, 1994
To our Stockholders:
The directors and officers of Partech Holdings Corporation cordially invite
you to attend a Special Meeting of Stockholders to be held at 3366 Riverside
Drive, Suite 200, Columbus, Ohio, 43221, at 10:00 a.m., on Thursday, July 21,
1994, for the following purpose:
1. To approve an amendment to the Company's Certificate of
Incorporation to effect a one (1) for three (3) reverse stock
split of the Company's Common Stock as of the effective date of
the proposed amendment, pursuant to which each three (3) shares
of the Company's $0.05 per share par value common stock will be
converted onto one (1) share of the Company's $0.15 per share
par value common stock.
The Board of Directors has fixed the close of business on May 31, 1994 as
the record date for the determination of stockholders entitled to receive
notice of, and to vote at the Special Meeting or any adjournment thereof. Only
stockholders of record at the close of business on May 31, 1994 are entitled
to vote at the Special Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE THE
ENCLOSED PROXY CARD, AND SIGN, DATE AND PROMPTLY RETURN IT IN THE ENCLOSED
ENVELOPE SO YOUR SHARES WILL BE REPRESENTED. SENDING IN YOUR PROXY WILL NOT
PREVENT YOU FROM VOTING IN PERSON AT THE SPECIAL MEETING.
Your attention is directed to the attached Proxy Statement.
PARTECH HOLDINGS CORPORATION
/s/ JOHN E. RAYL
John E. Rayl
Chairman of the Board and
Chief Executive Officer
May 31, 1994
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<PAGE> 3
PARTECH HOLDINGS CORPORATION
3366 RIVERSIDE DRIVE, SUITE 200
COLUMBUS, OHIO 43221
(614) 538-0660
________________________
PROXY STATEMENT
________________________
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Partech Holdings Corporation (the "Company") of
proxies to be voted at the Special Meeting of Shareholders to be held on July
21, 1994. The Proxy Statement was mailed on or about June 10, 1994 to
stockholders of record at the close of business on May 31, 1994 (the "Record
Date"). Only stockholders of record on the Record Date will be entitled to
vote at the Special Meeting.
The cost of approximately $4,500 for solicitation of proxies will be borne
by the Company. As of the date of this Proxy Statement, approximately $500
have been spent for the solicitation hereof. In addition to solicitation by
mail, officers and employees of the Company, without additional compensation,
may solicit proxies by telephone or in person.
Since many stockholders cannot personally attend, it is necessary that a
large number be represented by proxy. The holders of record of one-third of
the outstanding shares of Common Stock must be present in person or represented
by proxy at the Special Meeting in order to establish a quorum to hold the
Special Meeting. The Company's By-Laws require an affirmative vote of the
holders of a majority of the shares of Common Stock present in person or by
proxy and entitled to vote for approval of the item listed on the proxy card,
which is described hereinafter.
An automated system administered by the Company's transfer agent will
tabulate the votes. Abstentions and broker non-votes (which arise from proxies
delivered by brokers and others, where the holder of record has not received
authority to vote on one or more of the matters) are each included in the
determination of the number of shares present at the Special Meeting in order
to establish a quorum. For purposes of determining whether a proposal is
passed, abstentions are counted in tabulations of votes cast on proposals
presented to shareholders and have the effect of a vote against the proposal.
For purposes of determining whether a proposal is passed, broker non-votes are
not counted in tabulations of votes cast on proposals presented to shareholders
and have no effect on the vote of the proposal.
The Board of Directors requests that all stockholders complete the enclosed
proxy card, and sign, date and return it as promptly as possible. Any
stockholder giving a proxy will have the right to revoke it at any time prior
to the time it is voted. A proxy may be revoked by written notice to the
Company, execution of a subsequent proxy, or attendance at the Special Meeting
and voting in person. Attendance at the Special Meeting will not automatically
revoke the proxy. All shares represented by properly executed and unrevoked
proxies received in the accompanying form in time for the Special Meeting will
be voted at the Special Meeting or at any adjournment thereof. Confirmation of
stock ownership will be made prior to admission to the Special Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING RIGHTS
As of the Record Date there were 5,629,706 shares of Common Stock
outstanding. Stockholders are entitled to one vote for each share held of
record on each matter of business to be considered at the Special Meeting. No
stockholder is entitled to cumulative voting at the Special Meeting or any
adjournment thereof. A Stockholder's shares may be voted at the Special
Meeting only if the stockholder is present in person or by valid proxy granted
to another person attending the Special Meeting in the stockholder's stead.
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<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 30, 1994, the number and
percentage of outstanding shares of Common Stock beneficially owned by all
persons known by the Company to be the owners of more than 5% of the
outstanding shares of Common Stock and the shares owned by all directors and
officers as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OF BENEFICIAL PERCENT OF
OWNER OWNERSHIP CLASS
-------------------- ------------------ ---------
<S> <C> <C> <C>
John E. Rayl
2706 Tremont Road
Columbus, Ohio 43221 1,216,798 shares (a) 20.0%
Jerald K. Rayl
2808 Reeveston Road
Richmond, Indiana 47374 110,250 shares (b) 1.9%
Thomas E. Reynolds
7907 Sarahurst Drive
Dublin, Ohio 43017 90,714 shares (c) 1.6%
Paul R. Weinberger
4292 Woodstream Drive
Gahanna, Ohio 43230 90,794 shares (c) 1.6%
All directors and officers
as a group (4 persons) 1,508,556 shares (d) 23.9%
--------------------
<FN>
(a) Includes stock options to purchase 440,000 shares, which are exercisable within sixty (60) days. Mr. Rayl has
sole voting power and investment power as to all shares beneficially owned, except 91,987 shares for which he has sole
voting power and shared investment power.
(b) Mr. Jerald K. Rayl holds a stock option to purchase 90,000 shares, which is exercisable within sixty (60) days.
He has sole voting power and investment power for all shares beneficially owned.
(c) Mr. Reynolds and Mr. Weinberger each hold stock options to purchase 70,714 shares, which are exercisable within sixty (60) days.
They each have sole voting power and investment power for all shares beneficially owned.
(d) This amount includes stock options to purchase 671,428 shares.
</TABLE>
PROPOSAL TO APPROVE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION FOR
THE REVERSE STOCK SPLIT
The Company's Board of Directors has determined that it is advisable to
amend the Company's Certificate of Incorporation (the "Amendment"). By
unanimous written consent by the Board on May 9, 1994, the Board has
approved, subject to shareholder approval, a one (1) for three (3) reverse
stock split (the "Reverse Split") of the outstanding shares of Common Stock as
of the effective date of the Amendment. The Amendment will not change the
number of shares authorized for issuance under the Company's Certificate of
Incorporation.
If the Amendment is adopted by the Company's stockholders, the Reverse
Split will become effective on the date on which the Amendment is accepted for
filing by the Secretary of State of the State of Delaware (the "Effective
Date") and will begin trading on a basis reflecting the Reverse Split at the
opening of trading on the immediately next succeeding business day following
the Effective Date. Management expects the Effective Date to be on or about
July 22, 1994. As a result of the Reverse Split, each three (3) shares owned
by holders of record of the Company's Common Stock at the close of business on
the Effective Date will be converted into one (1) share. No fractional shares
of Common Stock will be issued in connection with the Reverse Split. All
fractional shares will be dropped and no consideration therefor will be issued.
After the Effective Date of the Reverse Split, delivery of such pre-reverse
share certificates in settlement of trades will continue to constitute good
delivery. New certificates reflecting the Reverse Split will, however, be
issued by the transfer agent on all transfers effected after the Effective
Date. In addition, if the Amendment is adopted, the Company intends to mail to
its stockholders a letter of transmittal to permit
Page 4
<PAGE> 5
stockholders to tender their old share certificates in exchange for new share
certificates.
As a result of the Reverse Split, the number of options granted under the
Company's 1989 Stock Option and Stock Appreciation Rights Plan and 1989
Incentive Stock Option Plan, and the exercise price thereof, and certain other
stock purchase agreements to which the Company is a party will also require
corresponding adjustments in accordance with the terms thereof to reflect the
effects of the Reverse Split. Also, the shares authorized for issuance under
the Company's 1989 Stock Option and Stock Appreciation Rights Plan, 1989
Incentive Stock Option Plan, and 1993 Long-term Incentive Plan will require
corresponding adjustments in accordance with the terms thereof to reflect the
effects of the Reverse Split.
Although it cannot be predicted what effect the Reverse Split will have on
stockholders or what the potential impact will be on the trading market, the
Board of Directors believes that by effecting the proposed Reverse Split the
result will be to increase the Corporation's common stock market value, and
thereby increase the marketability and investment potential of the
Corporation's common stock by causing the market price of the common stock to
be in a range more attractive to investors, assist in increasing the stockholder
base of the Corporation, and enhance the Corporation's ability to obtain future
financing. However, there is no assurance whatsoever that any or all of these
events will occur.
THE BOARD OF DIRECTORS RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF
THIS RESOLUTION.
PARTECH HOLDINGS CORPORATION
/s/ JOHN E. RAYL
John E. Rayl
Chairman of the Board and
Chief Executive Officer
May 31, 1994
Page 5
<PAGE> 6
EXHIBIT INDEX
Exhibit 3.5 Proposed Amendment to Partech Holdings Corporation Certificate
of Incorporation, filed herewith as Exhibit 3.5.
Exhibit 10.60 Amendment to Employment Agreement between Partech Holdings
Corporations and John E. Rayl, dated July 15, 1993, filed
herewith as Exhibit 10.60.
Exhibit 20.2 Form of Proxy for Special Meeting to be held July 21, 1994,
filed herewith as Exhibit 20.2.
Exhibit 99 Board of Directors resolutions for reverse stock split, dated
May 9, 1994, filed herewith as Exhibit 99.
Page 6
<PAGE> 1
EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF
PARTECH HOLDINGS CORPORATION
________________
PURSUANT to Sections 228 of the Delaware General Corporation Law ("GCL") and
by a vote on July ____ , 1994 of a majority of the holders of outstanding
common stock of Partech Holdings Corporation (the "Corporation") entitled to
vote, the Article Fourth, paragraph 2 of the Restated Certificate of
Incorporation of the Corporation is hereby amended pursuant to Section 242 GCL
to now read as follows:
ARTICLE FOURTH
--------------
"The total number of shares of all classes of capital stock which the
Corporation has the authority to issue is 51,000,000 shares. The shares are
divided into two classes as follows:
1. 1,000,000 shares of preferred stock, par value One Cent ($0.01) per share
(Preferred Stock), and
2. 50,000,000 shares of common stock, par value Fifteen Cents ($0.15) per
share (Common Stock)."
PARTECH HOLDINGS CORPORATION
By: ____________________________
John E. Rayl, President
By: ____________________________
Thomas E. Reynolds, Secretary
(seal)
<PAGE> 1
EXHIBIT 10.60
AMENDMENT TO
EMPLOYMENT AND GUARANTEE AGREEMENT
This Amendment to the Employment and Guarantee Agreement of March 5, 1984,
is made as of this 15th day of July, 1993 by and between PARTECH COMMUNICATIONS
GROUP, INC. (the "Corporation"), a Nevada corporation, PARTECH HOLDINGS
CORPORATION (the "Partech"), a Delaware corporation, and LEEWARD CAPITAL
CORPORATION ("Leeward"), an Ohio corporation, which may be collectively
referred to hereinafter as "Employer", each with its principal place of
business at 3366 Riverside Drive, Suite 200, Columbus, Ohio 43221 and JOHN E.
RAYL ("Rayl" or "Executive"), a person with his principal residence at 2706
Tremont Road, Upper Arlington, Ohio 43221.
WITNESSETH
WHEREAS, the Corporation is a wholly-owned subsidiary of Partech
Holdings Corporation; and
WHEREAS, the Corporation desires to employ Rayl as its President and
Chief Executive Officer on the terms and conditions hereinafter set forth;
and
WHEREAS, Rayl is now President and Chief Executive Officer of Partech,
is Chief Executive Officer of Leeward and is an officer and director of each
of their subsidiaries and Partech and Leeward have entered have entered into
certain Employment and Guarantee Agreements with Rayl dated the 1st of
January, 1984 and the 5th of March, 1984 and as of the 1st day of November,
1985 (the "Agreements") attached and incorporated herein as Exhibits A, B and
C, respectively; and
WHEREAS, the Board of Directors of the Corporation elected Rayl as its
President and Chief Executive Officer on July 26, 1992;
NOW THEREFORE, in consideration of the mutual promises contained
herein, the parties hereby agree as follows:
ARTICLE ONE
EMPLOYMENT
----------
1.1 DUTIES. The Corporation shall employ Rayl as President and
Chief Executive Officer with full power, authority and responsibility to
perform all duties necessary to make the company succeed subject only to the
direction of the Corporation's Board of Directors.
1.2 PERFORMANCE OF DUTIES. Rayl shall devote such time to his
duties hereunder as is necessary to adequately discharge the responsibilities
of the offices of President and Chief Executive Officer of the Corporation.
As long as he is current in the performance of his duties, Rayl may also
engage in other business activities unrelated to his positions with the
Corporation, provided that such other activities do not in any way interfere
with the satisfactory performance of his obligations hereunder including,
without limitations, the performance of such duties as may be required of him
by subsidiaries and affiliates.
1.3 The Corporation, Partech and Leeward recognize that Rayl serves
as an officer of each Company and their subsidiaries and agree that Rayl
shall devote such time to his duties as, in his sole discretion, he deems
necessary to adequately discharge such responsibilities.
1
<PAGE> 2
ARTICLE TWO
INCORPORATION OF TERMS, PROVISIONS,
-----------------------------------
MODIFICATION AND GUARANTEE
--------------------------
2.1 INCORPORATION OF TERMS. The Corporation, Partech, Leeward and
Rayl hereby agree to incorporate herein the terms and provisions of Articles
2, 3, 4, 5, 6, and 7 of the Employment Agreement dated January 1, 1984 and
those terms of the Employment and Guarantee Agreement dated the 5th day of
March, 1984, and those terms of the Amendment to Employment and Guarantee
Agreement dated as of the 1st day of November, 1985.
2.2 COMPENSATION. The Corporation, Partech, Leeward and Rayl agree
that Rayl shall be compensated during the term of this Agreement by the
Corporation, Partech and Leeward in accordance with the terms and provisions
of the Agreements incorporated herein as Exhibits A, B and C.
2.3 MODIFICATION. Article Six, entitled "Change of Control" of the
Employment Agreement attached as Exhibit A, provides at paragraph 6.2 thereto
for a "Contingent Payment" to Rayl in the event of a Change of Control. The
Corporation, Partech, Leeward and Rayl agree that there has been no "Change
of Control" and Rayl agrees to waive any rights arising under paragraph 6.2
which might be due Rayl as a result of the issuance of shares of common stock
by Partech upon exercise of its Class A and Class B Warrants through the date
hereof.
2.4 MODIFICATION OF TERM AND RENEWALS. The term of Rayl's
employment shall be until July 31, 2004, unless earlier terminated for cause
as provided for in Article Five of the Employment Agreement dated January 1,
1984. Rayl's employment under this Agreement shall continue thereafter for
consecutive one-year terms without any further action by the parties hereto
until terminated by written notice of either party given to the other no less
than ninety days (90) prior to the end of the then current term. This
Agreement is renewed in such manner until terminated by written notice as
prescribed above.
2.5 MODIFICATION OF INDEMNIFICATION. Section 7.1 shall be
expanded, effective retroactively as of October 14, 1985 as follows:
A. Partech Holdings Corporation and its subsidiaries (collectively
"Partech") shall indemnify and hold Rayl harmless if Rayl is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that Rayl is or was a director
or officer of Partech or is or was serving at the request of Partech
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Partech shall
indemnify and hold Rayl harmless against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually incurred by Rayl in connection with such action or
proceeding.
B. Partech shall indemnify Rayl if he was or is threatened to be
made a party to any threatened, pending or completed action or suit by
or in the right of or in the name of Partech to procure a judgment in
its favor by reason of the fact that Rayl is or was a director,
officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees)
actually incurred by Rayl in connection with the defense or settlement
of such negotiation action or suit.
C. Expenses incurred by Rayl in defending a civil or criminal
action, suit or proceeding shall be paid by Partech upon request in
advance of the final disposition of such action, suit or proceeding.
D. The indemnification provided hereby shall not be deemed
exclusive of all rights to which Rayl may be entitled under any bylaw,
agreement, vote of stockholders or
2
<PAGE> 3
disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue to Rayl as a person who has ceased to
be a director, officer or agent as to claims arising during or as a
result of his service to Partech and shall inure to the benefit of his
heirs, executors and administrators.
E. Partech shall, as soon as reasonably possible, purchase and
maintain insurance on behalf of Rayl while he is serving as a director
or officer of Partech or while serving at the request of Partech as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against Rayl and incurred by Rayl in any such
capacity or arising out of his status as such.
F. References to Partech shall include, in addition to the
resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power
and authority to indemnify its director, officer, employee or agent of
such constituent corporation, or who is or was serving at the request
of such constituent corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position with respect to the resulting or
surviving Corporation as he would have with respect to such
constituent corporation as if its separate existence had continued.
G. References to "fines" shall include any excise taxes and
penalties assessed to Rayl with respect to any function; and
references to "serving at the request of the corporation" shall
include any service as a director or officer of the corporation which
imposes duties on or involves services by Rayl. This indemnity shall
cover Rayl for all responsibilities for Partech as an officer or
director or as a representative including periods on or prior to the
effective date of this Agreement.
ARTICLE THREE
MISCELLANEOUS
-------------
4.1 GUARANTEE. The Corporation, Partech and Leeward hereby jointly
and severally guarantee to Rayl the performance of the Corporation, Partech
and Leeward of each of the terms and conditions of the Agreements and this
Amendment to the Agreements. The Corporation, Partech and Leeward hereby
jointly and severally guarantee the terms, provisions, and any and all
payments due under the Agreements or as modified herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.
EMPLOYERS: EXECUTIVE:
PARTECH COMMUNICATIONS GROUP, INC.
By: /s/ MARK S. MANAFO /s/ JOHN E. RAYL
------------------------------------ -----------------------------
Title John E. Rayl
PARTECH HOLDINGS CORPORATION
By: /s/ THOMAS E. REYNOLDS, SECRETARY
------------------------------------
Title
LEEWARD CAPITAL CORPORATION
By: /s/ THOMAS E. REYNOLDS, SECRETARY
------------------------------------
Title
3
<PAGE> 1
EXHIBIT 20.2
PROXY PARTECH HOLDINGS CORPORATION PROXY
3366 RIVERSIDE DRIVE, SUITE 200
COLUMBIS, OHIO 43221
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John E. Rayl as proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and to vote
as designed below, all the shares of common stock of Partech Holdings
Corporation (the "Company") held on record by the undersigned on May 31,
1994 at the annual meeting of shareholders to be held on July 21, 1994 or any
adjournments thereof.
1. Proposal to approve amendment to Company's Certificate of
Incorporation.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
(Continued and to be signed and dated on the other side.)
THIS PROXY, WHEN PROPERY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF PROPOSAL 1.
________________________________________
Signature
________________________________________
Signature if held jointly
Dated:____________________________, 1994
Please sign exactly as the name appears
to the left. When shares are held by
joint tenants, both should sign. When
signing as an attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If
a corporation, please sign full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 1
EXHIBIT 99
ACTION BY DIRECTORS WITHOUT A MEETING
OF
PARTECH HOLDINGS CORPORATION
_________________________
PURSUANT to Title 8, Section 141 of the General Corporation Law of the
State of Delaware, and in lieu of a meeting of the Board of Directors of
Partech Holdings Corporation (the "Corporation") for such purposes, the
undersigned, being all of the Directors of the Corporation, do hereby waive all
requirements as to notice of such meeting and take and authorize by unanimous
written consent the following actions:
WHEREAS, the Board of Directors of the Corporation have determined it
is advisable to amend the Corporation's Certificate of Incorporation to
effect a one (1) for three (3) reverse stock split (the "Reverse Stock
Split") in order to increase the Corporation's common stock par value and
market value, and thereby increase the marketability and investment potential
of the Corporation's common stock by causing the market price of the common
stock to be in a range more attractive to investors, assist in increasing the
stockholder base of the Corporation, and enhance the Corporation's ability to
obtain future financing.
NOW THEREFORE BE IT
RESOLVED: That subject to shareholder approval the Restated
Certificate of Incorporation of the Corporation be amended to read
as follows:
ARTICLE FOURTH
--------------
"The total number of shares of all classes of capital stock which
the Corporation has the authority to issue is 51,000,000 shares.
The shares are divided into two classes as follows:
1. 1,000,000 shares of preferred stock, par value One Cent
($0.01) per share (Preferred Stock), and
2. 50,000,000 shares of common stock, par value Fifteen Cents
($0.15) per share (Common Stock)."
RESOLVED FURTHER: That a shareholder meeting, with a record
date of May 31, 1994, be called to vote on the proposed amendment,
that proper notice as required by statute be given to all
shareholders entitled vote, and that such shareholder meeting be
held on July 21, 1994.
RESOLVED FURTHER: If the proposed amendment is adopted by the
Corporation's stockholders, the Reverse Stock Split will become
effective on the date on which the Certificate of Amendment is
accepted for filing by the Secretary of State of the State of
Delaware (the "Effective Date") and the common stock will begin
trading on a basis reflecting the Reverse Stock Split at the opening
of trading on the immediately next succeeding business day following
the Effective Date.
RESOLVED FURTHER: That if the proposed amendment is adopted by
the Corporation's stockholders, the shares of issued common stock of
the Corporation having
<PAGE> 2
a par value of Five Cents ($0.05) per share, immediately prior to
the amendment of the Corporation's Certificate of Incorporation
whereby the Corporation proposes to increase the par value of its
common stock from Five Cents ($0.05) to Fifteen Cents ($0.15) per
share, shall be automatically reclassified and changed (without any
further act) into one-third of the shares issued on the Effective
Date. Such shares will be fully paid and nonassessable shares of
common stock of the Corporation and will have a par value of Fifteen
Cents ($0.15) per share, without increasing or decreasing the amount
of stated capital or paid-in surplus of the Corporation. If
fractional shares of common stock result from the Reverse Stock
Split, then such fractional shares will be dropped and no shares or
other consideration will be issued.
RESOLVED FURTHER: That immediately following the Effective Date
of the proposed amendment, notice shall be given to all
shareholders of record as of the Effective Date of the amendment to
surrender their share certificates to the Exchange Agent for
cancellation and reissuance in accordance with the terms of the
Reverse Stock Split.
RESOLVED FURTHER: That upon shareholder approval of the
proposed amendment, Continental Stock Transfer & Trust Company will
be appointed as "Exchange Agent" for the purpose of effecting the
Reverse Stock Split.
RESOLVED FURTHER: That upon shareholder approval of the
proposed amendment, the officers of the Corporation be, and they
hereby are, authorized and directed to take and do any and all
actions necessary to effect and carry out the Corporation's proposed
Reverse Stock Split as set forth in the foregoing resolutions, and
to prepare, execute and file any and all documents with any and all
federal and state regulatory agencies necessary or required in
connection with the Corporation's Reverse Stock Split.
IN WITNESS WHEREOF, this Action By Unanimous Written Consent has been
signed by each Director of the Corporation on the date indicated below, and
this Action By Unanimous Written Consent shall be filed with or otherwise
entered in the minutes or other appropriate records of the Corporation.
_______________________________________ Date: May 9, 1994
John E. Rayl, Director
_______________________________________ Date: May 9, 1994
Thomas E. Reynolds, Director
____________________________________ Date: May 9, 1994
Jerald K. Rayl, Director
