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ZAXIS INTERNATIONAL INC.
1890 Georgetown Road
Hudson, Ohio 44236
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 1998
To Our Stockholders:
The Annual Meeting (the "Annual Meeting") of Stockholders of Zaxis
International Inc. (the "Company") will be held at the Company headquarters,
1890 Georgetown Road, Hudson, Ohio 44236, on June 10, 1998 at 10:00 a.m.
(Cleveland time) for the following purposes:
I. To elect five Directors of the Company for the ensuing year,
II. To ratify the appointment of Ernst & Young LLP as the
independent public accountant for the Company; and
III. To transact such other business as may properly come before
the Annual Meeting or any adjournments or postponements
thereof.
Only stockholders of record as of the close of Business on May 8, 1998
are entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors
/s/ James J. Branagan
JAMES J. BRANAGAN
Secretary
May 8, 1998
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PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE
ENCLOSED STAMPED ENVELOPE FOR WHICH NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
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ZAXIS INTERNATIONAL INC.
1890 Georgetown Road
Hudson, Ohio 44236
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 1998
INTRODUCTION
This Proxy Statement is being furnished to stockholders of Zaxis
International Inc., a Delaware corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company from the
holders of the Company's common stock, par value $.01 per share ("Common
Stock"), for use at the Annual Meeting of Stockholders of the Company to be held
at 10:00 a.m., Cleveland time, on June 10, 1998 (the "Annual Meeting"), at the
Company headquarters, 1890 Georgetown Road, Hudson, Ohio 44236.
Stockholders of record as of the close of business on May 8, 1998 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or postponements thereof. On that date there were 5,766,242 shares of Common
Stock outstanding. Each share of Common Stock is entitled to one vote on all
matters brought to a vote at the Annual Meeting. The Company has no other class
of voting securities outstanding.
Shares of Common Stock cannot be voted at the Annual Meeting unless the
holder thereof is present in person or represented by proxy. When proxies in the
accompanying form are returned properly executed, the shares represented thereby
will be voted as specified on such proxies. All votes represented by the
enclosed proxy will be cast (i) for the five nominees for Directors named
herein, unless authorization to do so is withheld by a stockholder, and (ii) in
the manner specified by a stockholder with respect to the proposal to ratify the
appointment of Ernst & Young LLP as the independent accountants for the Company,
except that in the absence of any such specification, the votes will be cast
"FOR" each such proposal. Any stockholder giving a proxy has the right to revoke
it at any time prior to its exercise by delivering a notice in writing to the
Secretary of the Company, by delivering validly executed, later dated proxy, or
by voting in person at the Annual Meeting.
At the Annual Meeting, the results of stockholder voting will be
tabulated by the inspector of elections appointed for the Annual Meeting. The
Company's By-laws provide that the presence in person or by proxy of
stockholders entitled to cast a majority of the votes thereat shall constitute a
quorum at a meeting of stockholders. Properly executed proxies that are (i)
marked "abstain" or (ii) held in "street name" by brokers and that are not voted
on one or more particular proposals (if otherwise voted on at least one
proposal), will be counted for purposes of determining whether a quorum has been
achieved at the Annual Meeting. Abstentions and broker non-votes will have the
same effect as a vote against the proposal to which such abstention applies.
The approximate date on which this Proxy Statement and the enclosed
proxy are first being sent to stockholders is May 8, 1998.
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I. ELECTION OF DIRECTORS
At the Annual Meeting, five Directors are to be elected for the ensuing
year to hold office until the next Annual Meeting and until their successors
shall have been elected and shall have qualified. Pursuant to the Company's
By-laws, provided that a quorum is present, Directors are elected by a plurality
of the votes cast in the election. Unless otherwise specified, the shares
represented by the enclosed proxy will be voted "FOR" the election of the seven
nominees named below. In the event that any nominee refuses or is unable to
serve as a Director (which is not now anticipated), the persons named as proxies
reserve full discretion to vote for such other person as may be nominated.
INFORMATION AS TO THE NOMINEES, THE BOARD OF DIRECTORS
AND THE EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is information about each nominee for election as a
Director and each executive officer of the Company (based on information
supplied by him), including his name, age, positions with the Company (other
than as a Director) and principal occupations during the past five years.
<TABLE>
<CAPTION>
Name, Age and Positions
With the Company Occupation and Other Information
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<S> <C>
NOMINEES
Conaly Bedell, 61 Mr. Bedell was elected Chairman in February 1997, was appointed
Chairman of the Board President and Chief Executive Officer on May 20, 1997, and is
President and Chief President of Bedell Incorporated, a business consulting firm, and
Executive Officer was president and a Director of The InFerGene Company from 1991
to 1995.
Leonard A. Duval, 71 Mr. Duval served as Chairman of Zaxis International Inc. (the
Director "Company") and Zaxis Inc. ("Zaxis") from August 1995 to
February 1997 and has been a Director of Zaxis since 1990. During
the past five years, Mr. Duval has also been Chairman of the Board
of a privately held company engaged in resource recovery from
steel by-products.
Craig Jones, 43 Mr. Jones was elected to the Board in February 1997. He is a
Director Director of MML Management Ltd., an Australian based manager of
mutual funds.
Alan Scott, 50 Mr. Scott was elected to the Board in February 1997 and has been
Director Managing Director and Chairman of the Board of Progen Industries,
Ltd., of Darra, Queensland, Australia, a producer of Medical
research products, since 1994. Prior to that, he served as
Financial Director and Board member of Progen. Mr. Scott is also
Managing Director of MML Management Ltd.
Calvin D. Wible, 70 Mr. Wible has been a Director of the Company since August 1995
Director and has been a Director of Zaxis since 1993. Mr. Wible was
formerly owner of automobile dealerships in Medina, Ohio, and
has served as a director and trustee on corporate and civic boards.
</TABLE>
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<TABLE>
<CAPTION>
Name, Age and Positions
With the Company Occupation and Other Information
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<S> <C>
EXECUTIVE OFFICERS
Melvin Weisblatt, 56 Mr. Weisblatt has been Vice President of Sales and
Vice President of Sales Marketing since July 1996. Prior to that, he was Executive
And Marketing Vice President of Amersham Inc. from 1993 and of
United States Biochemical Corporation from 1978 to 1993.
Heinz Rode, 65 Mr. Rode has been Vice President of Manufacturing
Manufacturing Director since June 1997. He was in charge of production from
July 1996 until September 1997. Prior to that, Mr. Rode
held executive positions in the steel industry in
operations and engineering.
</TABLE>
The Board of Directors held 12 meetings during the fiscal year ended
December 31, 1997. The Board of Directors has an Audit Committee, comprised of
Messrs. Wible and Scott. The Audit Committee's primary function is to assist the
Board with respect to internal control, accounting and reporting practices of
the Company, to review the reports of Independent Public Accountant and to
review managements' response to the recommendations of Independent Public
Accountant. During fiscal 1997, Directors received options for shares of Common
Stock in accordance with the 1996 Non-Employee Directors' Stock Option Plan as
compensation for their services.
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COMMON STOCK OWNERSHIP
The following table sets forth, as of April 30, 1998, based on information
provided to the Company by the persons named in the table, the number of shares
of Common Stock owned by each Director, the chief executive officer and by all
the Directors and executive officers of the Company as a group, and the persons
or groups of persons known to the Company to be the beneficial owners of more
than 5% of the Common Stock of the Company.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership Ownership
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<S> <C> <C>
Leonard A. Duval 501,340(2) 8.7%
207 Harmon Road
Aurora, Ohio 44202
Alan Scott 773,546(4) 13.4%
MML Management Ltd.
2806 Ipswich Road
Darra 4076 Australia
Calvin D. Wible 316,112(3) 5.5%
441 Crestwood Lane
Naples, Florida 33962
All Directors and Executive 1,652,803 28.6%
Officers as a Group
(Seven Persons)
Patricia Gesinski 501,926 8.7%
2692 Woodward Road
Cuyahoga Falls, Ohio 44221
Progen Industries Ltd. 382,024 6.6%
2806 Ipswich Road
Darra Qld 4076, Australia
</TABLE>
(1) Except as otherwise indicated, the persons listed as beneficial owners of
the shares of Common Stock Have sole voting and investment power with
respect to those shares.
(2) Includes 47,000 shares issuable upon exercise of stock options granted
under the 1996 Non-Employee Directors' Stock Option Plan and 46,296 shares
issuable upon the conversion of notes and the exercise of warrants.
(3) Includes 45,000 shares issuable upon exercise of stock options granted
under the 1996 Non-Employee Directors' Stock Option Plan and 46,296 shares
issuable upon the conversion of notes and the exercise of warrants, 15,207
shares owned by Donna S. Wible, Mr. Wible's wife, and 107,698 shares owned
by Weymouth Financial, Inc., a corporation of which Mr. Wible is the
principal stockholder.
(4) Includes 382,024 shares owned by Progen Industries, Ltd., of which Mr.
Scott is Chairman, 793 shares owned by MML Management Ltd., of which Mr.
Scott is Managing Director, and 390,229 shares issuable upon the conversion
of notes and the exercise of warrants owned by MML Management Ltd.
No director or officer failed to timely file any Form 3, 4 or 5 required to
be filed by him during 1997.
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EXECUTIVE COMPENSATION
The following table sets forth compensation earned by Bedell Incorporated
for the services of Conaly Bedell, the Company's Chairman and President
during 1997. $46,124 of this amount was paid to Bedell Incorporated in
1997. The $29,031 balance was deferred. No other executive officer
received compensation during 1997 which exceeded $100,000.
<TABLE>
<CAPTION>
Name and Position Year Compensation
- ----------------- ---- ------------
<S> <C> <C>
Conaly Bedell, President 1997 $75,155
</TABLE>
There were no bonuses, other compensation or long-term compensation awards or
payouts in 1997.
II. INDEPENDENT PUBLIC ACCOUNTANT
The public accounting firm of Ernst & Young LLP was the Company';s
independent public accountant for fiscal 1997 and has been appointed, subject to
stockholder ratification at the Annual Meeting, to continue in such capacity for
the current fiscal year. A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting and will have an opportunity to respond to
appropriate questions and make a statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT ACCOUNTANT FOR THE COMPANY.
III. OTHER MATTERS
All expenses of the Company in connection with this solicitation will be
borne by the Company. Solicitation will be made principally by mail, but
officers and regular employees may solicit proxies by telephone or in person.
The Company will request brokers and other nominees who hold Common Stock in
their names to forward proxy materials to the beneficial owners and will pay the
expenses associated therewith.
In order for a stockholder proposal to be included in next year's proxy
statement for presentation at next year's meeting, it must be received by the
Secretary of the Company, at its principal executive offices, not later than
January 4, 1999.
By Order of the Board of Directors
/s/ James J. Branagan
JAMES J. BRANAGAN
Secretary
Cleveland, Ohio
May 8, 1998
PLEASE DATE AND SIGN YOUR PROXY CARD
AND RETURN IT PROMPTLY USING THE ENCLOSED RETURN ENVELOPE.
ZAXIS INTERNATIONAL INC.
1890 GEORGETOWN ROAD
Hudson, Ohio 44236
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