<PAGE> 1
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
ZAXIS INTERNATIONAL INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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: ...........................................................
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<PAGE> 2
ZAXIS INTERNATIONAL INC.
1890 Georgetown Road
Hudson, Ohio 44236
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 6, 2000
To Our Stockholders:
The Annual Meeting (the "Annual Meeting") of Stockholders of Zaxis
International Inc. (the "Company") will be held at the Holiday Inn/Hudson at 240
Hines Hill Road, Hudson, Ohio 44236, on July 6, 2000, at 10:00 a.m. (EDT) for
the following purposes:
I. To elect five Directors of the Company for the ensuing year.
II. To amend the Certificate of Incorporation to increase the number of
shares of Common Stock to 20,000,000 from 12,000,000.
III. To amend the Certificate of Incorporation to authorize 10,000,000
shares of Preferred Stock.
IV. To approve an increase in the number of shares reserved for the
Non-Employee Directors' Stock Option Plan.
V. To ratify the appointment of Ernst & Young LLP as the independent
public accountant for the Company for the year 2000.
VI. 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 June 8, 2000,
are entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
Charles L. Maimbourg
Secretary
June 12, 2000
YOUR VOTE IS IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY LETTER AND PROMPTLY RETURN IT IN THE ENCLOSED STAMPED
ENVELOPE FOR WHICH NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES
<PAGE> 3
ZAXIS INTERNATIONAL INC.
1890 Georgetown Road
Hudson, Ohio 44236
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 6, 2000
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., EDT, on July 6, 2000 (the "Annual Meeting"), at the Holiday
Inn/Hudson at 240 Hines Hill Road, Hudson, Ohio 44236.
Stockholders of record as of the close of business on June 8, 2000, are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or postponements thereof. On March 31, 2000, there were 7,762,659 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. If no specific instructions are
given, the shares will be voted FOR the election of the nominees for directors
set forth herein; FOR the amendments of the Company's Certificate of
Incorporation; FOR the increase in the number of shares under the Directors'
Option Plan; and FOR ratification of the appointment of independent accountants.
In addition, if other matters come before the Annual Meeting, the persons named
in the accompanying form of proxy will vote in accordance with their best
judgment with respect to such matters. 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 a validly executed, later
dated proxy, or by voting in person at the Annual Meeting.
At the Annual Meeting, the inspector of elections appointed for the Annual
Meeting will tabulate the results of stockholder voting. The Company's By-laws
provide that the presence in person or by proxy of the holders of one-third of
the shares entitled to vote at any meeting shall constitute a quorum for the
transaction of business. 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 June 12, 2000.
<PAGE> 4
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, the candidates receiving the highest
number of votes up to the number of Directors to be elected shall be elected.
Unless otherwise specified, the shares represented by the enclosed proxy will be
voted "FOR" the election of the five 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
----------------------- ------------------------------------------------------------
<S> <C>
NOMINEES
Stephen N. Anderson 61......... Mr. Anderson was elected to the Board in December, 1999. He
Director is President of Six Sigma Group, Inc., a San Francisco based
strategic management consulting firm focused on pre-public
and public growth companies in the United States and
offshore.
Dr. Malvin L. Eutick, OAM...... Dr. Eutick was elected to the Board in December, 1999. He is
Director a non-executive Director of a number of biotechnology and
medical start up companies in Australia including Progen
Industries Pty Ltd. and TUTA Laboratories Pty Ltd. In
addition, Dr. Eutick is the Executive Director of Ophthalmic
Laboratories Pty Ltd., an Australian-based pharmaceutical
company.
Steven C. Ficyk, 39............ Mr. Ficyk was elected to the Board in December, 1999. He is
Director a registered investment professional, who over the past
seventeen years, has held positions with Merrill Lynch and
A.G. Edwards serving both retail and institutional
investors. Mr. Ficyk is currently associated with Round Hill
Securities, Inc.
Ronald F. Hanson, 63........... Mr. Hanson is currently Chairman of the Board being elected
Director to this position and the Board of Directors in December,
1999. He is founder of his own financial planning firm and
is a Chartered Financial Consultant with nearly 40 years of
professional experience working with high net worth business
owners and executives.
Melvin Weisblatt, 58........... Mr. Weisblatt was elected to the Board in December, 1999. He
Director and Vice President of is currently the Vice President of Sales & Marketing for
Sales & Marketing Zaxis, Inc., a position he has held since 1996. Prior to
joining Zaxis, Inc., Mr. Weisblatt held management positions
with Amersham Inc. and United States Biochemical
Corporation.
EXECUTIVE OFFICERS
John T. Hrobsky, 50............ Mr. Hrobsky has been the President & Chief Executive Officer
President & Chief Executive at Zaxis International Inc. since December, 1999. He has
Officer over 25 years of experience in the medical industry with
both established and early stage companies. Prior to joining
the Company, Mr. Hrobsky held positions with NeuroControl
Corporation and Cochlear Corporation.
Charles L. Maimbourg, 39....... Mr. Maimbourg joined Zaxis International Inc. in April, 2000
Secretary and Chief Financial as its Chief Financial Officer. Previously, he was the Vice
Officer President & Chief Financial Officer at TRION Technologies,
Inc. and a Partner with Ernst & Young LLP.
</TABLE>
2
<PAGE> 5
The Board of Directors held 14 meetings during the fiscal year ended
December 31, 1999. The Board of Directors has an Audit Committee, comprised of
Messrs. Ficyk and Hanson. The Audit Committee's primary function is to review
the reports of the Independent Public Accountant and to review management's
response to the recommendations of Independent Public Accountant. During fiscal
1999, Directors earned options for shares of Common Stock in accordance with the
1996 Non-Employee Directors' Stock Option Plan as compensation for their
services.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOREGOING
NOMINEES.
3
<PAGE> 6
COMMON STOCK OWNERSHIP
The following table sets forth, as of March 31, 2000, 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(1) OWNERSHIP
- ----------------------------------------------------- ----------------------- ----------
<S> <C> <C>
Ronald Hanson........................................ 335,979(2) 2.8%
815 Superior Avenue
Cleveland, Ohio 44114
Melvin Weisblatt..................................... 20,833(3) .18%
1890 Georgetown Road
Hudson, Ohio 44236
John Hrobsky......................................... 50,000(4) .42%
1890 Georgetown Road
Hudson, Ohio 44236
All Directors and Executive Officers as a Group
(Seven Persons).................................... 431,812(5) 3.6%
Progen Industries Ltd................................ 1,334,884(6) 11.2%
2806 Ipswich Road
Darra Qld 4076, Australia
MML Management Ltd................................... 1,011,742(7) 8.5%
19 Willis Street
Armadale 3143
Melbourne, 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 126,979 shares that are owned by Mr. Hanson's spouse and other
entities Mr. Hanson is associated with and 92,000 shares issuable upon the
exercise of warrants.
(3) Includes 17,500 shares issuable upon the exercise of stock options granted
under the 1996 Consultants and Employees Stock Option Plans.
(4) Includes 25,000 shares issuable upon the exercise of warrants.
(5) Includes 42,500 shares issuable upon exercise of stock options granted under
the 1996 Consultants and Employees Stock Option Plans, 126,979 shares owned
by entities or individuals associated with a Director of the Company, and
117,000 shares issuable upon the exercise of warrants.
(6) Includes 1,334,884 shares issuable upon conversion of notes and exercise of
warrants.
(7) Includes 905,949 shares issuable upon conversion of notes and exercise of
warrants.
Messrs. Anderson, Eutick, Ficyk, Hanson and Weisblatt, who are currently
Directors, filed the required Forms 3, 4 and 5 for the year ended December 31,
1999 prior to the date of this filing. Mr. Hrobsky, the Company's President &
Chief Executive Officer, has filed the required Forms 3 and 5 for the year ended
December 31, 1999 prior to the date of this filing.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth compensation earned by Messrs. Bedell and
Hrobsky as the Company's President & Chief Executive Officer during 1999. No
other executive officer received compensation during 1999 in excess of $100,000.
<TABLE>
<CAPTION>
NAME AND POSITION YEAR COMPENSATION
----------------- ---- ------------
<S> <C> <C>
John Hrobsky................................................ 1999 $ 0
President & Chief Executive Officer
since December 17, 1999
Conaly Bedell............................................... 1999 $42,005
President & Chief Executive Officer
until December 15, 1999
</TABLE>
There were no bonuses, other compensation or long-term compensation awards
or payouts in 1999.
II. AMEND CERTIFICATE OF INCORPORATION TO INCREASE
NUMBER OF AUTHORIZED COMMON SHARES
The fully diluted stock allocation of the Company (issued and reserved) is
approximately 11,550,000. The present authorized number of shares is 12,000,000.
The Company intends to negotiate additional investments during 2000, and
sizeable investments could require an issue of stock that would necessitate a
larger authorization, thus the proposal to increase the authorized to 20,000,000
shares of common stock.
RESOLVED: That the Certificate of Incorporation of the Company be amended
as follows:
The Corporation shall be authorized to issue thirty million
(30,000,000) shares of capital stock, of which 20,000,000 shall be shares
of Common Stock, $.01 par value ("Common Stock"). The Common Stock shall be
subject to the express terms of the Preferred Stock if approved by the
stockholders and any series thereof. Each share of Common Stock shall be
equal to every other share of Common Stock and the holders thereof shall be
entitled to one vote for each share of such stock on all questions
presented to the shareholders. The owners of Common Stock shall not have
cumulative voting rights.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON
SHARES TO 20,000,000.
III. TO AMEND THE CERTIFICATE OF INCORPORATION TO
AUTHORIZE THE ISSUANCE OF PREFERRED SHARES
The fully diluted stock allocation of the Company (issued and reserved) is
approximately 11,550,000 shares of common stock. Common stock is currently the
only class of stock authorized or issued by Zaxis International Inc. The Company
intends to negotiate additional investments during 2000, and it is possible that
additional financing could be more readily arranged through the issuance of
Preferred Stock, thus the proposal to provide for establishment of preferred
class(es) of stock, to a maximum of 10,000,000 shares.
RESOLVED: That the Certificate of Incorporation of the Company be amended
as follows:
The Corporation shall be authorized to issue thirty million
(30,000,000) shares of capital stock, of which ten million (10,000,000)
shall be shares of Preferred Stock, $1.00 par value, which may be issued in
one or more series ("Preferred Stock"). The Board of Directors of the
Corporation is authorized to fix the powers, preferences, rights,
qualifications, limitations or restrictions of the Preferred Stock and any
series thereof pursuant to Section 151 of the Delaware General Corporation
Law. The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.
5
<PAGE> 8
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF 10,000,000 SHARES
OF PREFERRED STOCK.
IV. INCREASE NUMBER OF SHARES RESERVED FOR
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The Company has a stock option plan that serves in lieu of cash
compensation to the Directors of the Company for service in that capacity. The
original allocation of 100,000 shares has been issued under the mandatory issue
terms of the plan. The increase in allocation is necessary for the Company to
continue to be in compliance with the plan as approved by shareholders in 1996.
RESOLVED: That the 1996 Non-Employee Directors' Stock Option Plan of the
Company be amended as follows:
That Section 3 of the 1996 Non-Employee Directors' Stock Option Plan
("Plan") is hereby amended to increase the number of shares reserved for
issuance thereunder from one hundred thousand (100,000) shares of Common
Stock to two hundred fifty thousand (250,000) shares of Common Stock and
the Company hereby reserves an additional one hundred fifty thousand
(150,000) shares of Common Stock for issuance under the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE TO 250,000.
V. INDEPENDENT PUBLIC ACCOUNTANT
The public accounting firm of Ernst & Young LLP was the Company's
independent public accountant for fiscal 1999 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.
VI. OTHER MATTERS
The Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission is available without charge. To obtain a copy, contact the
Investor Relations Office. 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.
6
<PAGE> 9
For a stockholder proposal to be included in next year's proxy statement
for presentation at the 2001 Annual Meeting it must be received by the Secretary
of the Company at its principal executive offices not later than January 8,
2001.
By Order of the Board of Directors,
Charles L. Maimbourg
Secretary
Cleveland, Ohio
June 12, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS IN
PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE.
7
<PAGE> 10
DETACH HERE
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ZAXIS INTERNATIONAL INC.
1890 Georgetown Road
Hudson, Ohio 44236
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mr. Steven C. Ficyk and Mr. Melvin
Weisblatt, or either of them, proxies of the undersigned with full power of
substitution, to vote for the undersigned at the Annual Meeting of Stockholders
to be held on July 6, 2000, at 10:00 a.m. (EDT), at Holiday Inn/Hudson at 240
Hines Hill Road, Hudson, Ohio, or at any adjournment(s) or postponement(s)
thereof, as follows:
Election of Directors, Nominees:
STEPHEN N. ANDERSON, DR. MALVIN L. EUTICK, STEVEN C. FICYK, RONALD F. HANSON and
MELVIN WEISBLATT
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 THE FIVE NOMINEES LISTED ABOVE AND FOR PROPOSALS II, III, IV AND V.
You are encouraged to specify your choice by marking the appropriate boxes, but
you need not mark any boxes if you wish to vote in accordance with the Board of
Directors' recommendations. The Proxies cannot vote your shares unless you sign
and return this Card.
I. ELECTION OF DIRECTORS:
[ ]FOR ALL [ ] WITHHELD AUTHORITY
[ ] For, except vote withheld from the following nominee(s):
------------------
II. Amend Certificate of Incorporation to increase number of authorized common
shares to 20,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. Amend Certificate of Incorporation to authorize the issuance of 10,000,000
preferred shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IV. Increase number of shares reserved for Non-Employee Directors' Stock Option
Plan to 250,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed on other side)
<PAGE> 11
ZAXIS INTERNATIONAL INC.
C/O CORPORATE TRUST SERVICES
DETACH HERE
- --------------------------------------------------------------------------------
(Continued from other side)
V. Ratification of the appointment of Ernst & Young LLP as the independent
accountants for Zaxis International Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
VI. In their discretion on all other matters that may properly come before the
meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FIVE NOMINEES LISTED HEREON.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL II.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL III.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL IV.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL V.
PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS HEREON, AND RETURN THIS PROXY IN
THE ENCLOSED ENVELOPE.
No postage need be affixed to the enclosed envelope if mailed in the United
States. Your prompt attention will be of assistance.
DATE
-----------------------------
-----------------------------
Signature
-----------------------------
Signature
Signature (Please sign
exactly as name appears
hereon. Joint owners should
each sign. When signing as
attorney, administrator,
executor, trustee, guardian,
etc., please add your title
as such.)
