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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:
[ ] Preliminary Proxy Statement
[ X ] 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.
[ X ] 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:
$125.00
2) Form, Schedule or Registration Statement No.:
Preliminary Proxy Statement, filed on Schedule 14A
3) Filing Party:
Registrant
4) Date Filed:
May 20, 1994
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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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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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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
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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. Shareholders who hold an odd lot number of shares may be
required to pay additional brokerage fees depending upon the brokers they
utilize.
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
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EXHIBIT INDEX
Exhibit 3.5 Proposed Amendmenet to Partech Holdings Corporation Certificate
of Incorporation, incorporated herein by reference to Exhibit
3.5, to Schedule 14A, Preliminary Proxy Statement, Filed May 20,
1994, Commission file No. 014361.
Exhibit 10.60 Amendment to Employment Agreement between Partech Holdings
Corporations and John E. Rayl, dated July 15, 1993, incorporated
herein by reference to Exhibit 10.60, to Schedule 14A, Comission
file No. 014361.
Exhibit 20.2 Form of Proxy for Special Meeting to be held July 21, 1994,
incorporated herein by reference to Exhibit 20.2, to Schedule
14A, Preliminary Proxy Statement, Filed May 20, 1994, Commission
file No. 014361.
Exhibit 99 Board of Directors resolutions for reverse stock split, dated
May 9, 1994, incorporated herein by reference to Exhibit 99, to
Schedule 14A, Preliminary Proxy Statement, Filed May 20, 1994,
Commission file No. 014361.
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