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):
[ 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] Check box in 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<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, 1999
- --------------------------------------------------------------------------------
To the Shareholders of Tapistron International, Inc:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of Tapistron International, Inc. (the "Company"), which will be
held on January 7, 1999, 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 II 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 1999 fiscal year.
3. To approve directors' fees of $100.00 per each director for each board
meeting attended to defray personal expenses.
4. 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, 1998, 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 1998 Annual Report, please notify Floyd S.
Koegler, Jr., Chief Financial Officer, Tapistron International, Inc., 6203
Alabama Highway, P.O. Box 1067, Ringgold, Georgia 30736-1067, (706) 965-9300.
The close of business on November 18, 1998 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
1998 Annual Shareholders' Meeting. The stock transfer books of the Company will
not be closed.
By Order of the Board of Directors
/s/ Reg Burnett
----------------------------------
Chairman of the Board
December 7, 1998
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, Georgia 30736
PROXY STATEMENT
For
Annual Meeting of Shareholders
To Be Held January 7, 1999
This statement (the "Proxy Statement") is furnished in connection with
the solicitation of proxies for use at the Annual Meeting of Shareholders (the
"1998 Annual Meeting") of the Company to be on January 7, 1999, 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 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 7, 1998.
At the 1998 Annual Meeting, the shareholders will vote to elect two (2)
Class II directors, ratify the Board of Directors selection of the Company's
independent auditors for the fiscal year 1999, and approve directors' fees. 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 1999. 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 1998 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 1999 and FOR the approval
of directors' fees.
The Board of Directors knows of no other business to be presented at
the 1998 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
30736-1067, 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 1998 Annual
Meeting and vote in person.
<PAGE>
Outstanding Voting Securities
Only shareholders of record on November 18, 1998 are entitled to notice
of and to vote at the 1998 Annual Meeting. On that date there were 34,785,611
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 1998
Annual Meeting or any adjournments of the 1998 Annual Meeting.
Security Ownership of Certain Beneficial Owners
As of November 18, 1998, the Company's records indicated that the following
number of shares were beneficially owned by (i) each person known by the Company
to beneficially own more than 5% of the Company's shares; (ii) directors and
person nominated to become directors of the Company and executive officers; and
(iii) directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Shares Percentage
Of Beneficial Owner (a) Beneficially Owned Ownership
----------------------- ------------------ ---------
<S> <C> <C>
(i) Tristram Colket (b).......................... 3,333,333 9.6%
(ii) J. Darwin Poe (c)............................ 1,681,439 4.8%
Gary L. Coulter (d).......................... 1,577,887 4.5%
Reg Burnett.................................. 1,333,500 3.8%
Kim Amos (e)................................. 17.586 0.1%
Floyd S. Koegler, Jr......................... -0- -0-
Rodney C. Hardeman, Jr....................... -0- -0-
Henry B. Christopher......................... -0- -0-
Jack F. Godfrey.............................. -0- -0-
All Directors and Executive Officers as a
(iii) Group (eight persons)
(c) (d) (e)*................................. 4,610,412 13.2%
</TABLE>
- -------------------
(a) Addresses are shown only for the beneficial owners of at least five- percent
of the class of security shown.
(b) The address of the stockholder is 500 Chester Field Parkway, #170, Melvern,
Pennsylvania 19508.
(c) J. Darwin Poe - Holding 500,000 shares as trustee for the benefit of certain
Tapistron employees.
(d) Gary L. Coulter - Holding 500,000 shares as trustee for the benefit of
certain Tapistron employees.
(e) Mr. Amos directly owns 3,286 shares and his spouse owns 14,300.
<PAGE>
Proposal 1.
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 II directors to serve until the 2001 Annual Meeting or until
their successors are duly elected and qualified. It is intended that the
accompanying proxy will be voted for the election, as directors, of the two
persons named below, unless the proxy contains contrary instructions. 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 1998 Annual Meeting. The election of a director requires the affirmative
vote of a plurality of shares present or represented at the meeting.
The following sets for the names and ages of the two nominees for
election of the Board of Directors, their respective principal occupations or
employment during the past five years and the period during which each has
served as a director of the company:
<TABLE>
<CAPTION>
Position(s) with the Director
Name Age Company Since
- ----------------------------------------------------------------------------------------------------
CLASS II: NOMINEES FOR 3-YEAR TERMS EXPIRING AT 2001 ANNUAL MEETING:
<S> <C> <C>
Henry B. Christopher 63 Director 1998
Jack F. Godfrey 58 Director New
</TABLE>
Henry Christopher has served as a Director since his retirement from
the Company in July 1998. He has been associated with the Company for the past
four years, most recently as Vice President of Operations. Prior to joining the
Company, he managed his own company, Oxford Textile Mills, Inc. and was a
pioneer in the development of fabricated area rugs. He is a native of Dalton,
Georgia and has spent his entire career in the tufted carpet industry. Mr.
Christopher is a graduate of Georgia Tech with a degree in Textiles.
Jack F. Godfrey is currently the President of Wayn-Tex, Inc. in
Waynesboro, Virginia and with offices in Dalton, Georgia. Prior to joining
Wayn-Tex, Mr. Godfrey worked for Amoco Fabrics and Floor Covering division from
1969 until retiring in 1997 as Vice President and General Manager, responsible
for both the manufacturing and marketing of carpet backing materials throughout
the North American Continent. Mr. Godfrey had numerous patents filed and
assigned to Amoco during his tenure with the company. Mr. Godfrey is a graduate
of Georgia Tech with a degree in mechanical engineering and a MBA from Valdosta
State College. He has been recognized as a distinguished Engineer from Georgia
Institute of Technology. He is a Registered Professional Engineer in the State
of Georgia, a National Council of Engineering Examiner, and was awarded the
"Outstanding Man in the Industry Award" by the Jeff Davis Chamber of Commerce in
1983. He has served on the Board of Directors for the Carpet & Rug Institute and
the Floor Covering Marketing and Manufacturing Association.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF THE TWO
NOMINEES TO SERVE AS CLASS II DIRECTORS.
<PAGE>
The following sets forth the names and ages of each current director of
the company, their respective principal occupations or employment during the
past five years and the period during which each has served as a director of the
Company:
CLASS I: DIRECTORS FOR TERM EXPIRING AT 1999 ANNUAL MEETING:
J. Darwin Poe 53 President, Chief Executive 1995
Officer and Director
Gary L. Coulter 52 Director 1996
J. Darwin Poe came to Tapistron in July 1995 and became President of
the Company in February 1996. Mr. Poe has served on Tapistron's Board of
Directors since July 1995. His entire professional career has been in the U.S.
textile industry. From 1993 to 1995, he served as Technical Director of Prince
Street Technologies, a carpet manufacturer, 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, a carpet yarn manufacturer, and
has held various management positions with other leaders such as the Bibb
Company and West Point Pepperell. Mr. Poe is a graduate of Auburn University
with a degree in Textile Engineering and an MBA from Brenau University in
Gainesville, Georgia.
Gary L. Coulter has been a Director since April 1996. He presently
serves as Corporate Secretary. He is also Chairman of the Board and CEO of
Spintek Gaming Technologies, Inc., a publicly-held reporting company engaged in
the gaming technology business, and a partner of Coulter & Davenport, a 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, his JD degree from the University of
Georgia School of Law, and his L.L.M. in Taxation from New York University
School of Law.
CLASS III: DIRECTORS FOR TERM EXPIRING AT 2000 ANNUAL MEETING:
Reg Burnett 64 Director 1998
Rodney C. Hardeman, Jr. 52 Executive V.P, 1998
Director
Reg Burnett, founder of RBI International Carpet Consultants, which was
originated in 1967, continues to operate as the President and Senior Consultant.
Mr. Burnett has been a Director of the Company since January 1998 and currently
serves as Chairman of the Board. He 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; Kidder Minster College,
England; Intercarpet in Austria; TIFCON in Blackpool, England; The Japanese
Carpet Institute; The Australian Carpet Institute; in China and at many other
carpet conventions and technical conferences throughout the world. Mr. Burnett
has also served on the board of directors for two banks.
<PAGE>
Rodney C. Hardeman, Jr. has served as a Director since January 1998,
and currently serves as Executive Vice President for the Company. From 1982 to
present, Mr. Hardeman has been the President of Roga International - Division of
EX-IM Marketing International, Inc., an international marketing concern. 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, he has served as
a partner in a Chattanooga firm, Manner Technologies, L.L.C. and Vice President
of Redux and Again, Inc., Rome, Georgia. Mr. Hardeman specializes in
International Sales and Marketing.
OTHER OFFICERS:
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 Brenau University in Gainesville, Georgia. He has an extensive background
in corporate finance, which includes auditing and financial information analysis
for Aladdin Mils, a carpet manufacturer, from 1994 until joining Tapistron. From
1990 to 1994, Mr. Koegler held controller positions at a Crown
America/Texture-Tex, Inc., a carpet yarn manufacturer, 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.
Information Regarding Meetings of Directors
During the fiscal year ended July 31, 1998, the Company's Board of
Directors held ten meetings. No director attended less than 75% of the meetings
held during fiscal 1998. Currently, the Directors receive no cash compensation
for serving on the Board. However, it is proposed that each director receive
$100.00 per meeting to defray personal expenses. (See Proposal III).
The Board of Directors has two committees, a Compensation Committee and
an Audit Committee. Messrs.: Burnett, Coulter and Hardeman served as members of
the Compensation Committee during 1998. The Compensation Committee is
responsible for developing and communicating recommendations to the Board of
Directors with respect to the Company's executive compensation policies, and
determines, pursuant to the authority delegated by the Board of Directors, the
compensation (including stock options) to be paid to the chief executive officer
and each of the other executive officers of the Company. The Compensation
Committee held one meeting during fiscal 1998. The Audit Committee consisted of
Messrs. Coulter and Hardeman. The Audit Committee engages independent auditors
and reviews audit fees, supervises matters relating to audit functions, reviews
audit results with the auditors, and reviews the scope and results of the
Company's internal auditing procedures and the adequacy of the internal
controls. The Audit Committee did not meet during fiscal 1998.
<PAGE>
Executive Compensation
The following table shows the aggregate cash compensation paid during
the fiscal year ended July 31, 1998, 1997, and 1996 to the Company's Chief
Executive Officer and Chief Financial Officer. No other executive officers of
the Company received cash compensation in excess of $100,000 in fiscal 1998:
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long Term
Annual Compensation Compensation
--------------------------------------------- ------------ Potential
Fiscal Other Annual Securities Underlying Realizable
Name & Position Year Salary ($) Bonus ($) Compensation($) Options/SAR (#) Value
- --------------- ------ ---------- --------- --------------- ---------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. Darwin Poe 1998 $196,004 -0- -0- -0- -0-
President and Chief 1997 101,238 -0- -0- -0- -0-
Executive Officer 1996 58,077 -0- -0- -0- -0-
Floyd S. Koegler, Jr. 1998 $131,000 -0- -0- -0- -0-
Chief Financial 1997 85,000 -0- -0- -0- -0-
Officer 1996 0 -0- -0- -0- -0-
</TABLE>
Report of the Compensation Committee
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 weighed 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, 1998.
<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 Returns
Performance Graph for
TAPISTRON INTERNATIONAL, INC.
Prepared by the Center for Research in Security Prices
Produced on 11/05/98 including data to 07/31/98
[GRAPH OMITTED]
<TABLE>
<CAPTION>
LEGEND
Symbol CRSP Total Returns Index for: 07/30/93 07/29/94 07/31/95 07/31/96 07/31/97 07/31/98
- ------ ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
______ TAPISTRON INTERNATIONAL, INC. 100.0 39.3 19.6 2.7 4.5 4.4
..__.. Nasdaq Stock Market (US Companies) 100.0 102.9 144.5 157.4 232.3 274.2
- ------ Nasdaq Stocks (SIC 3550-3559 US Companies) 100.0 129.7 303.2 157.9 430.4 278.1
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 preceeding trading day is used.
D. The index level for all series was set to $100.0 on 07/30/93
E. Data for TAPISTRON INTERNATIONAL, INC. from 08/30/96 to 07/31/98 was provided
by the client.
<PAGE>
Certain Relationships and Related 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. During the year ended July 31, 1998, there
was no material or significant related party transactions.
PROPOSAL 2.
Ratification of Selection of 1999 Independent Auditors
The Board of Directors has selected the Company's independent auditors
for the year 1999, subject to approval by the shareholders not later than the
date of the 1998 Annual Meeting. Dudley, Hopton-Jones, Sims & Freeman, PLLP,
served as independent auditors of the Company for the year ended July 31, 1998.
Representatives of the firm will be present at the 1998 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 1999.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" RATIFICATION OF THE
SELECTION OF THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 1999.
PROPOSAL 3.
Directors' Fees
Directors currently do not receive cash compensation for serving on the
Board. However, the Board has elected to pay Directors $100 each for each board
meeting attended to defray personal expenses, subject to shareholders approval.
This compensation will reimburse for out of pocket expenses incurred in
attending Board meetings.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVAL OF DIRECTORS' FEES.
<PAGE>
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 ended July 31, 1998, the Reporting Persons have complied
with all applicable Section 16(a) filing requirements, with the following noted
exception, designating the Form with respect to which there was noncompliance:
Name Position Exceptions
---- -------- ----------
Kim Amos Vice President, Director One Form 4 filed late
Shareholders' Proposals for 1999 Annual Meeting
Shareholders' proposals intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company no later than September
1, 1999 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 1998 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, 1998, 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/Reg Burnett
Chairman of the Board
Ringgold, Georgia
December 7, 1998
<PAGE>
ANNUAL REPORT
TAPISTRON INTERNATIONAL, INC.
P.O. BOX 1067
6203 Alabama Highway
Ringgold, Georgia 30736-1067
(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.
<PAGE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 7, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TAPISTRON INTERNATIONAL, INC.
6203 Alabama Highway o P.O. Box 1067 o 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 18, 1998, at the Annual Meeting of Shareholders to be held January
7, 1999, or any adjournment thereof.
The Board of Directors recommends a vote FOR (1), (2) and (3).
(1) ELECTION OF DIRECTORS. Nominees to serve a three-year term expiring
in 2001.
<TABLE>
<CAPTION>
<S> <C>
Jack F. Godfrey Henry B. Christopher
[ ] FOR JACK F. GODFREY [ ] FOR HENRY B. CHRISTOPHER
[ ] WITHHOLD AUTHORITY to vote for Jack F. Godfrey. [ ] WITHHOLD AUTHORITY to vote for Henry B. Christopher
</TABLE>
(2) DIRECTORS' FEES -- $100.00 per each director for each board meeting
attended to defray personal expenses.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) RATIFY THE SELECTION OF DUDLEY, HOPTON-JONES, SIMS & FREEMAN, PLLP,
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) 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, 2 and 3.
Dated:____________________________, 199_____
____________________________________________
Signature
____________________________________________
Signature if held jointly
