<PAGE>
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- -------------------------------------------------------------------------------
TAPISTRON INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box): N/A
[_] $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:
Common Stock
- -------------------------------------------------------------------------------
(2)Aggregate number of securities to which transaction applies:
10,526,295
- -------------------------------------------------------------------------------
(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):
N/A
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- -------------------------------------------------------------------------------
(5) Total fee paid: None
- -------------------------------------------------------------------------------
<PAGE>
[_] 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)92) 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:
- -------------------------------------------------------------------------------
<PAGE>
[TAPISTRON INTERNATIONAL LETTERHEAD]
December 18, 1996
TO THE SHAREHOLDERS OF
TAPISTRON INTERNATIONAL, INC.
In connection with the 1996 Annual Meeting of Shareholders of your
Corporation to be held on January 21, 1997, we enclose a Notice of Annual
Meeting of Shareholders, a Proxy Statement, and a form of Proxy.
At the meeting, you will be asked to (i) elect two Class I directors who
will serve three-year terms, or until their successors are duly elected and
qualified, and two Class II directors who will serve two-year terms, or until
their successors are duly elected and qualified, and (ii) to ratify the
appointment of Dudley, Hopton-Jones, Sims & Freeman, PLLP, as the
Corporation's independent accountants and auditors for fiscal 1997.
Information about these matters is contained in the attached Proxy Statement.
Detailed information relating to the Corporation's activities and operating
performance during the fiscal year ended July 31, 1996 is contained in the
Annual Report on Form 10-K of the Corporation, which is being mailed to you
with this Proxy Statement, but is not a part of the proxy soliciting material.
If you do not receive or have access to the 1996 Annual Report, please notify
Gary L. Coulter, Secretary, Tapistron International, Inc., 6203 Alabama
Highway, P. O. Box 1067, Ringgold, Georgia 30736, (706) 965-9300.
You are cordially invited to attend the 1996 Annual Meeting of Shareholders
in person. We would appreciate your completing the enclosed form of proxy so
that your shares can be voted in the event you are unable to attend the
meeting. If you are present at the meeting and desire to vote your shares
personally, your form of proxy will be withheld from voting upon your request
prior to balloting. We urge you to return your proxy card to us in the stamped
envelope as soon as possible.
Sincerely yours,
/s/ J. Darwin Poe
-------------------------------------
J. Darwin Poe
Chief Executive Officer
<PAGE>
TAPISTRON INTERNATIONAL, INC.
6203 ALABAMA HIGHWAY
P. O. BOX 1067
RINGGOLD, GEORGIA 30736
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JANUARY 21, 1997
- -------------------------------------------------------------------------------
To the Shareholders of Tapistron International, Inc.:
Notice is hereby given that the 1996 Annual Meeting of Shareholders of
Tapistron International, Inc. (the "Company"), will be held on January 21,
1997, at 11:00 a.m., local time, at the Company's offices at 6203 Alabama
Highway, Ringgold, Georgia 30736, for the following purposes:
1. To elect two (2) Class I directors to serve a three-year term or until
their successors have been duly elected and qualified, and two (2) Class II
directors to serve a two-year term or until their successors have been duly
elected and qualified.
2. To ratify the appointment by the Board of Directors of the Company's
independent auditors for the 1997 fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on November 25, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the 1996 Annual Shareholders' Meeting. The stock transfer books of the Company
will not be closed.
By Order of the Board of Directors
/s/ Gary L. Coulter
Secretary
December 18, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE STAMPED ENVELOPE
PROVIDED. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE EXERCISE, AND IF
YOU ARE PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND
VOTE YOUR SHARES PERSONALLY.
<PAGE>
TAPISTRON INTERNATIONAL, INC.
6203 ALABAMA HIGHWAY
P. O. BOX 1067
RINGGOLD, GA 30736
- -------------------------------------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 21, 1997
- -------------------------------------------------------------------------------
This statement (the "Proxy Statement") is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of Shareholders (the
"1996 Annual Meeting") of the Company to be held on January 21, 1997 at 11:00
a.m., local time, at the Company's offices at 6203 Alabama Highway, Ringgold,
Georgia 30736, and at any adjournment or adjournments thereof.
The solicitation of proxies in the enclosed form is made on behalf of the
Board of Directors of the Company. The entire cost of soliciting these proxies
will be borne by the Company. In addition to being solicited through the
mails, proxies may be solicited personally or by telephone or telegraph by
officers, directors and employees of the Company who will receive no
additional compensation for such activities. Arrangements will also be made
with brokerage houses and other custodians, nominees and fiduciaries to
forward solicitation materials to the beneficial owners of shares held of
record by such persons, who will be reimbursed for their reasonable expenses
incurred in such connection.
It is expected that this Proxy Statement and the accompanying form of proxy
will first be sent to shareholders on or about December 18, 1996.
At the 1996 Annual Meeting, the shareholders will vote to elect two (2)
Class I and two (2) Class II directors and to ratify the Board of Directors
selection of the Company's independent auditors for the fiscal year 1997. The
affirmative vote of a plurality of the shares present or represented at the
meeting, if a quorum exists, is required to elect the directors and to ratify
the Board of Directors' selection of the Company's independent auditors for
the fiscal year 1997. The presence in person or by proxy of the holders of a
majority of the issued and outstanding shares of common stock entitled to vote
at the 1996 Annual Meeting is necessary to constitute a quorum.
Shareholders are urged to sign the enclosed form of proxy and return it
promptly in the envelope enclosed for that purpose. Proxies will be voted in
accordance with the shareholders' directions. If no directions are given,
proxies will be voted FOR the election of the nominees named herein as
directors and FOR the ratification of the authority of the Audit Committee of
the Board of Directors to select the Company's independent auditors for the
fiscal year 1997.
The Board of Directors knows of no other business to be presented at the
1996 Annual Meeting. If any other business is properly presented, the person
named in the enclosed proxy will use his discretion in voting the shares. The
proxy may be revoked at any time prior to the voting thereof by written
request to the Company at 6203 Alabama Highway, P. O. Box 1067, Ringgold,
Georgia 30736, Attention: Gary Coulter, Secretary. The proxy may also be
revoked by submission to the Company of a more recently dated proxy. The
giving of the proxy will not affect the right of a shareholder to attend the
1996 Annual Meeting and vote in person.
<PAGE>
OUTSTANDING VOTING SECURITIES
Only shareholders of record on November 25, 1996, are entitled to notice of
and to vote at the 1996 Annual Meeting. On that date there were 10,526,295
shares of common stock issued and outstanding. The holder of each share of
common stock is entitled to one vote on all matters submitted before the 1996
Annual Meeting or any adjournments of the 1996 Annual Meeting.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each class to be
elected for three-year terms. All members of the Board of Directors have
either resigned previously or have consented to terminate their terms upon the
election of the new Board. Consequently, at the 1996 Annual Meeting, all six
seats on the Board of Directors will be vacant. The Board of Directors has
nominated two individuals to serve as Class I directors to serve until the
1999 Annual Meeting or until their successors are duly elected and qualified,
and two individuals to serve as Class II directors to serve until the 1998
Annual Meeting or until their successors are duly elected and qualified. The
Board of Directors has not nominated any individuals to serve as Class III
directors, as no qualified nominees were available. It is the intention of the
Board of Directors that the new Board would, in accordance with the By-laws,
seek to fill the two Class III seats as soon as possible, and that those seats
would again be up for election at the 1997 Annual Meeting regardless of
whether they are filled by the new Board of Directors. If any nominee should
be unable to accept nomination or election as a director, which is not
expected, the proxies may be voted with discretionary authority for a
substitute designated by the Board of Directors; provided, however, that the
proxies may not be voted for more than four nominees to the Board of Directors
at the 1996 Annual Meeting. The election of a director requires the
affirmative vote of a plurality of shares present or represented at the
meeting.
Certain information regarding the persons nominated by the Board of
Directors for election as directors is set forth below:
<TABLE>
<CAPTION>
POSITION(S) WITH THE DIRECTOR
NAME AGE COMPANY SINCE
- ---- --- -------------------- --------
<S> <C> <C> <C>
CLASS I: NOMINEES FOR 3 YEAR TERMS EXPIRING AT 1999
ANNUAL MEETING:
J. Darwin Poe 51 President, Chief Executive 1995
Officer and Director
Gary L. Coulter 50 Director 1996
CLASS II: NOMINEES FOR 2 YEAR TERMS EXPIRING AT 1998
ANNUAL MEETING:
Robert Culbreth 75 Director 1987
Kim Amos 39 Director, Vice-President 1996
of Engineering
</TABLE>
- ----------------
Set forth below is certain additional biographical information concerning the
nominees for directors of the Company.
GARY L. COULTER. From April 1996 to present, Mr. Coulter served as Vice-
Chairman of the Board of Directors of the Company. Mr. Coulter has also served
as Chairman of the Board and Chief Executive Officer of Spintek Gaming
Technologies, Inc. ("Spintek") since October 1996; Vice Chairman and Chief
Operating Officer of Spintek from April 1996 until October 1996; President,
Chief Operating Officer, and Director from April 1994 until March 1996 of
Private Biologicals Corporation, a developer of biological products and
treatments for cancer; private practice of law from August 1992 until December
1992; Chief Executive Officer and Director from December 1992 until March 1994
of Omega International, Inc., developer of natural products for the treatment
of AIDS; President, Chief Operating Officer, and Director from March 1986
until August 1, 1996 of Woodruff Investment Co., a developer, manager, and
financer of real estate investments; and from January 1996 to the present he
has practiced law with Malcolm C. Davenport V.
2
<PAGE>
J. DARWIN POE has spent his entire professional career in the U.S. carpet
industry. He has held various management positions with industry leaders such
as Bibb Company, WestPoint Pepperell. Amoco Fabrics and Fiber Company, and he
was Chief Operating Officer of Desoto Falls, Inc. of Dalton, Georgia. Mr. Poe
is a graduate of Auburn University with a degree in Textile Engineering and an
MBA from Brenau University.
ROBERT E. CULBRETH. Mr. Culbreth has been a director of the Company since
June 1987. He has been Secretary-Treasurer of the Skinner Corporation, a West
Point, Georgia based furniture sales organization, since February 1983. He was
a partner with the national accounting firm of Grant Thornton in Atlanta,
Georgia from 1972 until he joined the Skinner Corporation.
KIM AMOS. Mr. Amos started his professional career in 1983 with SWI--Cobble
Division, a leading manufacturer of tufting machinery and peripheral tufting
equipment. While at Cobble he initially served in electrical engineering,
where he supported manufacturing, customer service, and special projects, and
focused on introducing new technologies into the industry. In February 1990,
Mr. Amos was contacted by the company to help develop the Computerized Yarn
Placement (CYP) Machine and was instrumental in that effort. He joined the
company in July 1990. Mr. Amos now serves as Vice President of Operations and
has been a Director since February 1996.
There are no arrangements or understandings known to the Company between any
of the Directors or executive officers of the Company and any other person,
pursuant to which any of such persons was or is to be selected as Director or
an executive officer. There are no family relationships between any Director
or executive officer of the Company.
Directors hold office until the expiration of their respective terms or
until their successors are elected and qualified. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board of
Directors. During the fiscal year ended July 31, 1996, the Company's Board of
Directors held 14 meetings.
The Company has no standing audit, nominating or compensation committees of
the Board of Directors.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
CASH COMPENSATION
The following table shows the aggregate cash compensation paid during the
fiscal year ended July 31, 1996 to the Company's Chief Executive Officer. No
other executive officers of the Company received cash compensation in excess
of $100,000 in fiscal 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- --------------------------------
POTENTIAL
FISCAL OTHER ANNUAL SECURITIES UNDERLYING REALIZABLE
NAME AND POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS/SAR (#)(/2/) VALUE
- ----------------- ------ ---------- --------- ---------------- --------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. Darwin Poe, Chairman, 1996 $58,077 -0- -0- 150,000 N/A(/2/)
President and Chief
Executive Officer(/1/)
</TABLE>
- --------
(1) Mr. Poe joined the Company in July 1995.
(2) Mr. Poe was granted options to acquire 150,000 shares of common stock
during fiscal year 1996 but has agreed that the options will be cancelled
pursuant to the Company's Plan of Reorganization filed November 20, 1996
under Chapter 11 of the United States Bankruptcy Code.
OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
% OF TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE PRICE
NAME GRANTED EMPLOYEES IN 1996 ($/SH) EXPIRATION DATE
- ---- ------- ------------------ -------------- ---------------
<S> <C> <C> <C> <C>
J. Darwin Poe(/1/) 150,000 100% $1.25 N/A
</TABLE>
- --------
(1) Mr. Poe was granted options to acquire 150,000 shares of common stock
during fiscal year 1996 but has agreed that the options will be cancelled
pursuant to the Company's Plan of Reorganization filed November 20, 1996
under Chapter 11 of the United States Bankruptcy Code.
3
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF THE UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS/SARS HELD AT OPTIONS/SARS
NAME ON EXERCISE REALIZED JULY 31, 1996 (#) AT JULY 31, 1996
---- --------------- -------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
J. Darwin Poe........... 0 0 150,000 / 0 0 / 0
</TABLE>
- --------
(1) Mr. Poe was granted options to acquire 150,000 shares of common stock
during fiscal year 1996 but has agreed that the options will be forfeited
prior to exercise pursuant to the Company's Plan of Reorganization filed
November 20, 1996 under Chapter 11 of the United States Bankruptcy Code.
The Board's executive compensation policies are designed to provide
competitive levels of compensation that integrate pay with the Company's
annual and long-term performance goals, reward above-average corporate
performance, recognize individual initiative and achievements, and enable the
Company to attract and retain qualified executives. Target levels of overall
executive compensation are intended to be consistent with those of others in
the Company's industry, but are increasingly being weighted toward corporate
performance in accordance with the Company's long-term strategic plan.
The Company's executive officer compensation program is comprised of base
salary, cash incentive bonus compensation, long-term incentive compensation in
the form of stock options, and various benefits, including medical plans
generally available to all employees of the Company.
Base Salary. Base salary levels for the Company's executive officers
together with option grants and benefits are intended to be competitively set
relative to companies of comparable size and stage of development within the
high-technology industries in the Company's geographic area. In determining
base salaries the Compensation committee also takes into account individual
experience and performance as well as specific issues relating to the Company.
Incentive Bonus Compensation. The Board of Directors may periodically award
bonuses to executives in order to provide a direct financial incentive, in the
form of a cash bonus, to executives to achieve individual and Company
objectives. The amount of the bonus is determined based upon the Board's
evaluation of each executive's performance and in accordance with employment
agreements with certain executives. No cash bonuses were awarded during the
year ended July 31, 1996.
Stock Option Program. The 1992 Stock Option Plan is the Company's long-term
incentive plan for executive officers, directors and other selected employees.
The objective of the program is to retain and motivate executives to improve
long-term stock performance. Stock options are generally granted at the
prevailing market value and will only have value if the Company's stock
increases. Generally, grants vest in equal amounts over three years for non-
executives, with executives' grants generally vesting over a shorter period of
time. No options were granted during the fiscal year ended July 31, 1996.
Directors' Compensation. Directors receive no cash compensation for serving
on the Board. However, non-employee directors are eligible to participate in
the Company's 1992 Stock Option Plan. No grants of options were made to any
directors during fiscal year ended July 31, 1996.
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total shareholder return with returns based on the Nasdaq Stock
Market (U.S. companies) Index and a peer group index, consisting of companies
reporting under the Standard Industrial Classification Code 355 (Special
Industry Machinery, Except Metalworking Machinery).
4
<PAGE>
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
TAPISTRON INTERNATIONAL, INC.
Prepared by the Center for Research in Security Prices
Produced on 11/27/96 including data to 07/31/96
[GRAPHIC]
- --------------------------------------------------------------------------------
LEGEND
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index For: 07/31/91 07/31/92 07/30/93 07/29/94 07/31/95 07/31/96
- ------ ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
box Tapistron International, Inc. 90.0 112.0 44.0 22.0 3.0
star Nasdaq Stock Market (US Companies) 90.2 105.9 128.8 132.6 186.1 202.7
triangle NASDAQ Stocks (SIC 3550-3559 US 93.8 114.2 276.4 358.3 837.3 436.4
Companies) Special Industry
Machinery, Except Metalworking
Machinery
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The Indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 06/24/92.
- --------------------------------------------------------------------------------
5
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to all
persons, or group of persons known by the Company to own beneficially more
than five percent of the Common Stock of the Company, and as to the beneficial
ownership thereof of the executive officers and directors of the Company,
individually and as a group, all as at October 25, 1996:
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES PERCENTAGE
OF BENEFICIAL OWNER (A) BENEFICIALLY OWNED OWNERSHIP
----------------------- ------------------ ----------
<S> <C> <C>
Robert Culbreth (b)........................... 170,446 1.6%
J. Darwin Poe (c)............................. 150,000 1.4%
Kim Amos (d).................................. 20,586 *
Gary L. Coulter............................... -0- .0%
All Directors and Executive Officers
as a Group (Five persons)
(b)(c)(d)..................................... 341,320 3.16%
</TABLE>
- --------
(a) Addresses are shown only for the beneficial owners of at least five
percent of the class of security shown. Except as otherwise noted, all of
the shares and options reflected in this table are owned with sole
investment and voting power.
(b) Includes options to acquire 125,000 shares of the Company's Common Stock,
which options are currently exercisable, and which options will be
cancelled pursuant to the Company's proposed Plan of Reorganization filed
under Chapter 11 of the United States Bankruptcy Code on November 20,
1996, and 15,002 shares held by members of Mr. Culbreth's immediate
family.
(c) All shares attributed to Mr. Poe result from his ownership of currently
exercisable options to acquire shares of the Company's Common Stock and
which options will be cancelled pursuant to the Company's proposed Plan of
Reorganization filed under Chapter 11 of the United States Bankruptcy Code
on November 20, 1996.
(d) Mr. Amos directly owns 3,286 shares and 17,300 shares are owned by his
wife.
* Less than 1%.
- --------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the three years ended July 31, 1996, the Company borrowed various
amounts from a principal shareholder and former director of the Company and
his family members, who are also shareholders. The shareholder was a director
during the year ended July 31, 1996. As of July 31, 1996, the Company was
indebted to this shareholder in the amount of $625,000 through a line of
credit agreement bearing interest at 10%.
During the year ended July 31, 1996, the Company expensed $219,000 in
consulting, legal, and administrative fees owed to a principal shareholder.
The Company was also indebted to this shareholder's law firm for $174,000 for
legal fees in association with the reorganization.
During the year ended July 31, 1994, the Company contracted with an
engineering consulting firm, whose Chief Executive Officer and President was
also a director of the Company, to develop a new model of the CYP machine.
During the years ended July 31, 1994, 1995, and 1996, the Company incurred
approximately $2,733,000, $2,643,000 and $0, respectively, in fees to this
firm.
During the year ended July 31, 1996, consulting fees of $50,000 were paid to
a capital company whose Chairman is a former director of the Company. Also
during the year ended July 31, 1996, $50,000 was borrowed from this capital
company.
During the year ended July 31, 1996, the Company borrowed approximately
$16,000 from an officer of the Company. The amount was also paid back to the
officer during the year.
6
<PAGE>
During the year ended July 31, 1996, 200,000 shares of the Company's common
stock were issued to two former directors in consideration for services
rendered to the Company.
All transactions involving related parties must be approved by a majority of
the disinterested members of the Company's Board of Directors. The Company
has, and expects to have, transactions in the ordinary course of its business
with directors and officers of the Company and their affiliates, including
members of their families or corporations, partnerships or other organizations
in which such officers or directors have a controlling interest, on
substantially the same terms (including price, or interest rates and
collateral) as those prevailing at the time for comparable transactions with
unrelated parties.
RATIFICATION OF SELECTION OF 1997 INDEPENDENT AUDITORS
The Board of Directors has selected the Company's independent auditors for
the year 1997, subject to approval by the shareholders not later than the date
of the 1996 Annual Meeting. Dudley, Hopton-Jones, Sims & Freeman, PLLP, served
as independent auditors of the Company for the year ended July 31, 1996.
Representatives of the firm will be present at the 1996 Annual Meeting, and
have an opportunity to make a statement if they so desire and are expected to
be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the outstanding shares
of common stock entitled to vote at the Meeting is required to ratify the
selection of the Company's independent auditors for the year 1997.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" RATIFICATION OF THE SELECTION
OF THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 1997.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The federal securities laws require the Company's directors and officers,
and persons who own more than 10% of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of any securities of
the Company. To the Company's knowledge, based solely on review of the copies
of such reports furnished to the Company and representations that no other
reports were required, during the fiscal year ended July 31, 1996, all of the
Company's officers and directors made all required filings in a timely manner.
SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders' proposal intended to be presented at the 1997 Annual Meeting
of Shareholders must be received by the Company no later than August 14, 1997
for inclusion in the Company's proxy statement and form of proxy relating to
that meeting.
OTHER MATTERS
The Board of Directors, at the time of the preparation of this Proxy
Statement, knows of no business to come before the meeting other than that
referred to herein. If any other business should come before the meeting, the
persons named in the enclosed Proxy will have discretionary authority to vote
all proxies in accordance with his best judgment.
UPON THE WRITTEN REQUEST OF ANY RECORD HOLDER OR BENEFICIAL OWNER OF COMMON
STOCK ENTITLED TO VOTE AT THE 1996 ANNUAL MEETING, THE COMPANY, WITHOUT
CHARGE, WILL PROVIDE A COMPLETE COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED JULY 31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. REQUESTS SHOULD BE DIRECTED TO GARY L. COULTER, SECRETARY,
TAPISTRON INTERNATIONAL, INC., 6203 ALABAMA HIGHWAY, P. O. BOX 1067, RINGGOLD,
GEORGIA 30736, WHICH IS THE ADDRESS OF THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICES.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Coulter
-------------------------------------
Secretary
Ringgold, Georgia
December 18, 1996
7
<PAGE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 21, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TAPISTRON INTERNATIONAL, INC.
6203 ALABAMA HIGHWAY
P. O. BOX 1067
RINGGOLD, GEORGIA 30736
The undersigned shareholder hereby appoints J. Darwin Poe and Gary L.
Coulter, as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of common stock of Tapistron International, Inc., held of record by the
undersigned on November 25, 1996, at the Annual Meeting of Shareholders to be
held January 21, 1997, or any adjournment thereof.
The Board of Directors recommends a vote FOR (1) and (2).
(1) ELECTION OF DIRECTORS.
Nominees to serve a three-year term expiring in 1999: Nominees to serve a two-
year term expiring in 1998:
Gary L. Coulter Kim Amos
J. Darwin Poe Robert Culbreth
<TABLE>
<S> <C>
[_] FOR all nominees (except names [_] WITHHOLD AUTHORITY to vote
marked to the contrary above). for all nominees listed above.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE
NOMINEE'S NAME IN THE LIST ABOVE).
- --------------------------------------------------------------------------------
<PAGE>
(2) RATIFY THE SELECTION OF DUDLEY, HOPTON-JONES, SIMS & FREEMAN, PLLP, AS THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1997.
FOR [_] AGAINST [_] ABSTAIN [_]
- --------------------------------------------------------------------------------
(3) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
Dated: _____________________, 199
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Signature
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Signature if held jointly
Please sign exactly as name ap-
pears on your certificate. When
shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administra-
tor, trustee or guardian, please
give full title as such. If a
corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in part-
nership name by authorized per-
son.
