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EXHIBIT 99.2
FORM OF PROXY
ELTRAX SYSTEMS, INC.
Proxy for Annual Meeting of Stockholders
September 29, 2000
(This proxy is solicited by the Board of Directors of
Eltrax Systems, Inc.)
The undersigned stockholder of Eltrax Systems, Inc. hereby appoints
William P. O'Reilly and Clunet R. Lewis, and each of them, with full power of
substitution, proxies to vote the shares of stock which the undersigned could
vote if personally present at the Annual Meeting of Stockholders of Eltrax
Systems, Inc. to be held at 10:00 a.m., local time, on Friday, September 29,
2000, at Renaissance Waverly Hotel, 2450 Galleria Parkway, Atlanta, Georgia
30339, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ITEMS 1, 2, 3, 4 and 5.
1. To elect five nominees to the Eltrax board of directors to
serve until the earlier of the expiration of their terms or
the consummation of the merger.
[ ] FOR all nominees
or
Nominee: FOR AGAINST WITHHOLD
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James C. Barnard [ ] [ ] [ ]
Patrick J. Dirk [ ] [ ] [ ]
William P. O'Reilly [ ] [ ] [ ]
Stephen E. Raville [ ] [ ] [ ]
William G. Taylor [ ] [ ] [ ]
2. To consider and vote upon a proposal to approve the Second
Amended and Restated Agreement and Plan of Merger, dated July
27, 2000, among Eltrax, Solemn Acquisition Corporation and
Cereus Technology Partners, Inc. and the transactions it
contemplates.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To consider and vote upon a proposal to approve an amendment
to Eltrax's articles of incorporation to increase the
authorized common stock from 50,000,000 shares to 100,000,000
shares, par value $.01 per share.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To consider and vote upon a proposal to approve an amendment
to Eltrax's articles of incorporation to change Eltrax's name
to Verso Technologies, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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5. To consider and vote upon a proposal to adopt the 1999 Eltrax
Employee Stock Purchase Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. To transact such other business as may properly come before
the Eltrax annual meeting or any adjournments or postponements
thereof.
Please date and sign exactly as your name appears hereon. If shares are
held jointly, each stockholder should sign. Executors, administrators, trustees,
etc. should use full title and, if more than one, all should sign. If the
stockholder is a corporation, please sign full corporate name by an authorized
officer. If the stockholder is a partnership, please sign full partnership name
by an authorized person.
Receipt of the joint proxy statement/prospectus dated August 30, 2000
is hereby acknowledged.
Dated: , 2000
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Name(s) of Stockholder
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Signature(s) of Stockholder
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| VOTE BY TELEPHONE | | VOTE BY INTERNET |
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It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed and
( ) posted.
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Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website
For shareholders residing outside www.
the United States call collect on a ------------------
touch-tone phone.
3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter Control
Number located on your Proxy Card Number located on your Proxy Card
above your name. above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call anytime! Go to www. anytime!
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DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
