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EXHIBIT 99.3
FORM OF PROXY
CEREUS TECHNOLOGY PARTNERS, INC.
Proxy for Annual Meeting of Stockholders
September 29, 2000
(This proxy is solicited by the Board of Directors of
Cereus Technology Partners, Inc.)
The undersigned stockholder of Cereus Technology Partners, Inc. hereby
appoints Steven A. Odom and Juliet M. Reising, 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 Cereus
Technology Partners, Inc. to be held at 11:00 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 AND 3.
1. To elect seven nominees to the Cereus 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
-------- --- ------- --------
Max E. Bobbitt [ ] [ ] [ ]
Gary H. Heck [ ] [ ] [ ]
James M. Logsdon [ ] [ ] [ ]
Amy Newmark [ ] [ ] [ ]
Steven A. Odom [ ] [ ] [ ]
Juliet M. Reising [ ] [ ] [ ]
Joseph R. Wright, Jr. [ ] [ ] [ ]
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 Cereus, Eltrax Systems, Inc. and Solemn
Acquisition Corporation, pursuant to which, among other
things:
- Solemn will be merged with and into Cereus, resulting
in Cereus becoming a wholly-owned subsidiary of
Eltrax;
- at the effective time of the merger, each outstanding
share of Cereus common stock, other than shares owned
by Eltrax or Cereus, which will be cancelled, will be
converted into the right to receive 1.75 fully paid
and nonassessable shares of Eltrax common stock,
which exchange ratio will be adjusted to 1.667
shares of Eltrax common stock if Cereus does not
before September 1, 2000 (or September 18, 2000,
under certain circumstances) amend the existing
bridge facility between Eltrax and Cereus to provide
Eltrax with an additional $5 million in borrowing
availability under the bridge facility; and provided
further that, in this event, the exchange ratio will
be adjusted downward further if Eltrax sells all or
any part of its hospitality services group for $8
million or more in cash in the aggregate before the
merger; and
- at the effective time of the merger, each outstanding
option and warrant to purchase Cereus common stock
will be assumed by Eltrax and converted into an
option or warrant (as the case may be) to purchase
shares of Eltrax common stock as adjusted to account
for the exchange ratio.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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3. To transact such other business as may properly come before
the Cereus annual meeting or any adjournments or postponements
thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please date and sign exactly as your name appears on the envelope in
which this material was mailed. 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
