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
|X| Definitive Proxy Statement by Rule 14a-6(e)(2))
| | 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:
________________________________________________________________________________
(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
________________________________________________________________________________
<PAGE>
(5) Total fee paid: None
________________________________________________________________________________
| | 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, INC.
6203 Alabama Highway
P. O. Box 1067
Ringgold, Georgia 30736
________________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
January 7, 1998
________________________________________________________________________________
To the Shareholders of Tapistron International, Inc.:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of Tapistron International, Inc. (the "Company"), which will be
held on January 7, 1998, at 1:00 p.m., local time, at the Northwest Georgia
Trade and Convention Center in Dalton, Georgia 30722, for the following
purposes:
1. To elect two (2) Class III directors to serve a three-year term or
until their successors have been duly elected and qualified.
2. To ratify the selection of Dudley, Hopton-Jones, Sims & Freeman PLLP
as the Company's independent auditors for the 1998 fiscal year.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Detailed information relating to the Company's activities and operating
performance during the fiscal year ended July 31, 1997 is contained in the
Annual Report on Form 10-K of the Company, 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 1997 Annual Report, please notify Floyd S.
Koegler Jr., Chief Financial Officer, Tapistron International, Inc., 6203
Alabama Highway, P.O. Box 1067, Ringgold, Georgia 30736, (706) 965-9300.
The close of business on November 25, 1997 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
1997 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
December 12, 1997 Secretary
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 7, 1998
________________________________________________________________________________
This statement (the "Proxy Statement") is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of Shareholders (the "1997
Annual Meeting") of the Company to be held on January 7, 1998 at 1:00 p.m.,
local time, at the Northwest Georgia Trade & Convention Center, Dalton, Georgia,
30722, 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 12, 1997.
At the 1997 Annual Meeting, the shareholders will vote to elect two (2)
Class III directors and to ratify the Board of Directors selection of the
Company's independent auditors for the fiscal year 1998. 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 1998. 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 1997 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 Board of Directors selection of
the Company's independent auditors for the fiscal year 1998.
The Board of Directors knows of no other business to be presented at the
1997 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 P. O. Box 1067, 6203 Alabama Highway, Ringgold, Georgia 30736,
Attention: Floyd S. Koegler Jr., CFO. 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 1997 Annual
Meeting and vote in person.
<PAGE>
OUTSTANDING VOTING SECURITIES
Only shareholders of record on November 25, 1997, are entitled to notice
of and to vote at the 1997 Annual Meeting. On that date there were 34,785,590
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 1997
Annual Meeting or any adjournments of the 1997 Annual Meeting.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each class to be
elected for three-year terms. The Board of Directors has nominated two persons
to serve as Class III directors to serve until the 2000 Annual Meeting or until
their successors are duly elected and qualified. The Board of Directors has not
nominated any individual to replace the vacancy of Class II director, as no
qualified nominee was 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 one
Class II seat as soon as possible, and that seat would again be up for election
at the 1998 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 1997 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:
Position(s) with the Director
Name Age Company Since
________________________________________________________________________________
CLASS III: NOMINEES FOR 3 YEAR TERMS EXPIRING AT 2000 ANNUAL MEETING:
Reg Burnett 63 Director New
Rodney C. Hardeman, Jr. 51 Director New
Set forth below is certain biographical information concerning the nominees for
directors, current directors and officers of the Company.
REG BURNETT, founder RBI International Carpet Consultants which was
originated in 1967, continues to operate as the president and senior consultant.
Mr Burnett was educated at Bradford Textile College, now a division of Leeds
University. He is recognized throughout the world as one of the most
knowledgeable individuals in the carpet industry. Mr. Burnett has lectured on
all aspects of carpet fibers, carpet yarn spinning, and the carpet industry in
general at North Carolina State University; Auburn University; Kidder Minster
College, England; Intercarpet in Austria; TIFCON in Blackpool, England; The
Jananese Carpet Institute; The Australian Carpet Institute; in China and at many
other carpet conventions and technical conferences throughout the world.
<PAGE>
RODNEY C. HARDEMAN, Jr. From 1982 to present, Mr. Hardeman has been the
President of Roga International - Division of EX-IM Marketing International,
Inc. He received his degree in Business from Shorter College, Rome, Georgia.
Since 1991, he has served as a member of the Board for Shorter College and is
also a board member for Admiral Travel Inc., Atlanta, Georgia. Since 1994 Mr.
Hardeman has served as a partner for the Chattanooga firm of Manner
Technologies, L.L.C. and Vice-President of Redux and Again, Inc., Rome, Georgia.
Mr. Hardeman specializes in International Sales and Marketing.
CLASS I: DIRECTORS FOR TERM EXPIRING AT 1999 ANNUAL MEETING:
J. Darwin Poe 52 President, Chief Executive 1995
Officer and Director
Gary L. Coulter 51 Director 1996
J. Darwin Poe came to Tapistron in July 1995 and became President of the
Company in February 1996. Mr. Poe is a graduate of Auburn University with a
degree in Textile Engineering and an MBA from Brenan University. Mr. Poe who is
also on Tapistron's Board of Directors, has spent his entire professional career
in the U.S. textile industry. From 1993 to 1995, he served as Technical Director
of Prince Street Technologies, and from 1985 to 1993, he was an Account
Executive at Amoco Fabrics and Fibers Company. Mr. Poe also served as COO of
Desoto Falls, Inc of Dalton, Georgia, and has held various management positions
with other industry leaders such as Bibb Company and West Point Pepperell.
Gary Coulter, Corporate Secretary, is also Chairman of the Board and CEO
of Spintek Technologies and a partner of Coulter and Davenport Law Firm. Mr.
Coulter's experience includes: President, COO and Director of Private Biological
Corporation, a developer of biological products and treatments for cancer, from
1994 to 1996; CEO of Omega International, Inc., developer of natural products
for the treatment of AIDS, from 1992 to 1994; and President, COO and Director of
Woodruff Investment Co., a developer, manager and financier of real estate
investments, from 1986 to 1996. Mr. Coulter received his undergraduate degree
from Emory University, has his J.D. degree from the University of Georgia School
of Law, and L.L.M. in taxation from New York University School of Law.
CLASS II: DIRECTORS FOR TERM EXPIRING AT 1998 ANNUAL MEETING:
Robert Culbreth* 75 Director 1987
Kim Amos 40 Director, Vice-President 1996
of Engineering
*Mr. Robert Culbreth retired during fiscal year ending 7-31-97, Mr.
Culbreth had been a director of the Company since June 1987. Prior to retirement
he was 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 Thorton in Atlanta, Georgia from 1972
until he joined the Skinner Corporation.
<PAGE>
Kim Amos started his professional career in 1983 with SWT - 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. In later
years he focused on introducing new technologies into the industry, which lead
to major tufting machine enhancements. In February 1990 Kim was contacted by the
Company to help develop the Computerized Yarn Placement (CYP) Machine and was
instrumental in that effort. He officially joined the Company in July, 1990. Kim
now serves as Vice-President of Operations and has been a Director since
February 1996
OTHER OFFICERS:
Floyd S. Koegler, Jr. 54 Vice-President, Chief Financial Officer
Floyd S. Koegler Jr. has served as a Vice-President and CFO of Tapistron
since September 1996. He is a certified public accountant with an MBA from
Brenan University in Gainsville, Georgia. He has an extensive background in
corporate finance, which includes auditing and financial information analysis
for Aladdin Mills from 1994 until joining Tapistron. From 1990 to 1994, Mr.
Koegler held controller positions at a Crown America/Texture-Tex, Inc. and
Citizens Federal Savings and Loan. In addition, he served as CFO of the fiber
spinning operations of Integrated Products, Inc. in Rome, Georgia and he was a
cost analyst for dyes and chemicals for American Emulsions and Coronet
Industries.
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, 1997, the Company's Board of Directors
held 15 meetings. No director attended fewer than 75% of the meetings of the
Board of Directors.
The Company has no standing audit, nominating or compensation committees
of the Board of Directors.
<PAGE>
Executive Compensation and Other Information
Cash Compensation
- -----------------
The following table shows the aggregate cash compensation paid during the
fiscal year ended July 31, 1997, 1996 and 1995 to the Company's Chief Executive
Officer. No other executive officers of the Company received cash compensation
in excess of $100,000 in fiscal 1997.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------------------------- ------------ Potential
Fiscal Other Annual Securities Underlying Realizable
Name and Position Year Salary ($) Bonus ($) Compensation ($) Options/SAR (#) Value
- ----------------- ------ ---------- --------- ---------------- --------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. Darwin Poe, Director 1997 $101,238 -0- -0- -0- -0-
President and Chief 1996 58,077 -0- -0- -0- -0-
Executive Officer (1) 1995 1,923 -0- -0- -0- -0-
</TABLE>
_______________
(1) Mr. Poe joined the Company in July 1995.
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 and industry. In
determining base salaries the Board 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. No cash bonuses were awarded during
the year ended July 31, 1997.
Directors' Compensation. Directors receive no cash compensation for
serving on the Board.
<PAGE>
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).
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Perfomance Graph for
Tapistron International, Inc.
VALUE OF $100 INVESTED ON July 31,1992
[ID: Graphic -- Performance Graph]
<TABLE>
<CAPTION>
Value at July 31, 1992 1993 1994 1995 1996 1997
- ----------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tapistron International, Inc. $100.0 $124.4 $ 48.9 $ 24.4 $ 3.3 $ 3.3
Nasdaq Stock Market (US Companies) $100.0 $121.6 $125.1 $175.7 $191.4 $ 282.5
NASDAQ Stocks (SIC 3550-3559 US $100.0 $242.2 $313.9 $733.4 $382.3 $1041.8
Companies) Special Industry
Machinery, Except Metalworking
Machinery
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
prededing trading day is used.
D. The index level for all series was set to $100.0 on 07/31/92.
</TABLE>
<PAGE>
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 for the executive officers and directors of the Company,
individually and as a group, all as of November 25, 1997:
Name and Address Shares Percentage
of Beneficial Owner (a) Beneficially Owned Ownership
----------------------- ------------------ ---------
J. Darwin Poe (b).................... 1,681,437 4.8%
Gary L. Coulter (c).................. 1,577,887 4.5%
Reg Burnett.......................... 1,333,500 3.8%
Kim Amos (d)......................... 20,166 0.1%
Floyd S.Koegler Jr. -0- -0-
Rodney C. Hardeman, Jr. -0- -0-
All Directors and Executive Officers
as a Group (Six persons)............. 4,612,900 13.37%
_____________
(a) No addresses are shown because no beneficial owners have five percent or
more of the class of security shown.
(b) J. Darwin Poe - Holding 500,000 shares as trustee for the benefit of
certain Tapistron employees.
(c) Gary L. Coulter - Holding 500,000 shares as trustee for the benefit of
certain Tapistron employees.
(d) Mr. Amos directly owns 2,866 shares and his spouse owns 17,300.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the three years ended July 31, 1996, the Company borrowed various
amounts from Lanier Davenport, a shareholder and a 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, 1997, the Company
was indebted to this shareholder in the amount of $613,894.
During the year ended July 31, 1996, the Company expensed $219,000 in
consulting, legal, and administrative fees owed to Cliff Davenport a
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
Allan Stephan a former 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 was Norman Hoskin 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 Darwin Poe an officer of the Company. The amount was also paid back
to the officer during the year.
During the year ended July 31, 1996, 200,000 shares of the Company's
common stock were issued to Norman Hoskin and Richard Iamunno two former
directors in consideration for services rendered to the Company.
During the year ended July 31, 1997, there were no related party
transactions.
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 Executive Officers of the Company and their affiliates,
including members of their families or corporations, partnerships or other
organizations in which such Directors or Executive officers 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.
<PAGE>
RATIFICATION OF SELECTION OF 1998 INDEPENDENT AUDITORS
The Board of Directors has selected the Company's independent auditors for
the year 1998, subject to approval by the shareholders not later than the date
of the 1997 Annual Meeting. Dudley, Hopton-Jones, Sims & Freeman, PLLP, served
as independent auditors of the Company for the year ended July 31, 1997.
Representatives of the firm will be present at the 1997 Annual Meeting, 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 1998.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" RATIFICATION OF THE
SELECTION OF THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 1998.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and 10% or greater shareholders of the Company ("Reporting
Persons") to file with the Securities and Exchange Commission initial reports of
ownership (Form 3) and reports of changes in ownership of equity securities of
the Company (Form 4 and Form 5). To the Company's knowledge, based solely on its
review of the copies of such reports furnished to the Company and written
representations that certain reports were not required, during the fiscal year
end July 31, 1997, the Reporting Persons have complied with all applicable
Section 16(a) filing requirements, with the following noted exceptions,
designating the Form with respect to which there was noncompliance.
Name Position Exceptions
---- -------- ----------
J. Darwin Poe CEO, President, Director One Form 4 filed late
Gary L. Coulter Secretary, Director Filed Form 3 late
Kim Amos Vice President, Director One Form 4 filed late
Floyd S. Koegler, Jr. Vice President, CFO Filed Form 3 late
SHAREHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company no later than September
1, 1998 for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
<PAGE>
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.
<PAGE>
Upon the written request of any record holder or beneficial owner of
common stock entitled to vote at the 1997 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, 1997, as filed with the Securities and Exchange Commission.
Requests should be directed to Floyd S. Koegler Jr., CFO, 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 12, 1997
<PAGE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 7, 1998
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, 1997, at the Annual Meeting of Shareholders to be held January
7, 1998, 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 2000:
Reg Burnett
Rodney C. Hardeman, Jr.
| | FOR all nominees (except names | | WITHHOLD AUTHORITY to vote
marked to the contrary above). for all nominees listed above.
(INSTRUCTION: To withhold authority to vote for any individual nominee strike
nominee's name in the list above).
________________________________________________________________________________
(2) RATIFY THE SELECTION OF DUDLEY, HOPTON-JONES, SIMS & FREEMAN, PLLP, AS THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1998.
FOR | | AGAINST | | ABSTAIN | |
________________________________________________________________________________
(3) AT 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.
Please sign exactly as name appears on your certificate. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, 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 partnership name by authorized person.
DATED: _______________________, 199__ ______________________________________
Signature
______________________________________
Signature if held jointly
<PAGE>
ANNUAL REPORT
TAPISTRON INTERNATIONAL, INC.
P. O. Box 1067
6203 Alabama Highway
Ringgold, Georgia 30736
(706) 965-9300 Fax (706) 965-9310
The annual report of the Company to the Securities and Exchange Commission
on Form 10-K is being distributed to the shareholders as the annual report of
the Company to accompany the Company's proxy statement for the annual
shareholders meeting.
