<PAGE>
SCHEDULE 14A
[Rule 14a-6 (m)]
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
Filed by registrant [X]
Filed by party other than registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting materials pursuant to Rule 14a-11(c) or Rule 14a-12
MARK SOLUTIONS, INC.
(Name of Registrant as Specified in Its Charter)
Board of Directors of Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i), or 14a-6(j)(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:
(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:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
previously paid. Identify the previous filing by registration number, or
the for or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration number:
(3) Filing party:
(4) Date filed:
<PAGE>
MARK SOLUTIONS, INC.
87 Route 17 North
Maywood, New Jersey 07607
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 18, 1995
---------------
To the Shareholders of
Mark Solutions, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders of Mark
Solutions, Inc. (the "Company") will be held at the offices of Sax Macy Fromm &
Co., P.C., 855 Valley Road, Clifton, New Jersey 07013, on December 18, 1995 at
10:00 a.m. for the following purposes:
1. To elect five directors;
2. To ratify and approve the selection of Sax Macy Fromm & Co., P.C.
as the independent public accountants of the Company for its
current fiscal year ending June 30, 1996; and
3. To consider and act upon such other business as may properly
come before the Annual Meeting.
Only shareholders of record at the close of business on November 3, 1995
are entitled to receive notice of the Annual Meeting and to vote at the Annual
Meeting.
You are cordially invited to attend the Annual Meeting in person.
Whether or not you plan to attend the Annual Meeting, you are urged to date and
sign the enclosed proxy card and promptly return it in the enclosed reply
envelope (which requires no postage if mailed in the United States) so that your
shares may be voted for you.
By Order of the Board of Directors,
CARL COPPOLA,
Chairman
Dated: Maywood, New Jersey
November 6, 1995
<PAGE>
MARK SOLUTIONS, INC.
87 Route 17 North
Maywood, New Jersey 07607
---------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
December 18, 1995
---------------
This Proxy Statement and accompanying proxy card are being furnished to
the shareholders of Mark Solutions, Inc. (the "Company") in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company for
use in voting at the Annual Meeting of Shareholders (the "Annual Meeting") to be
held at the offices of Sax Macy Fromm & Co., P.C., 855 Valley Road, Clifton, New
Jersey 07013, on December 18, 1995 at 10:00 a.m. At the Annual Meeting the
shareholders will consider the following proposals: (i) the election of five (5)
directors; (ii) the ratification and approval of the selection of Sax Macy Fromm
& Co., P.C. as the independent public accountants of the Company for its current
fiscal year ending June 30, 1996; and (iii) such other business as may properly
come before the Annual Meeting.
This Proxy Statement and accompanying proxy card are first being mailed
to shareholders on or about November 8, 1995.
PROXIES; VOTING SECURITIES
Only holders of shares of common stock, $ .01 par value, of the Company
(the "Common Stock") of record at the close of business on November 3, 1995 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. On
the Record Date there were issued and outstanding 12,721,586 shares of Common
Stock, held by approximately 190 shareholders of record. Each share of Common
Stock entitles the holder thereof to one vote. Holders of Common Stock are not
entitled to cumulative voting rights.
The presence, in person or by proxy, of a majority of the outstanding
Common Stock is required to constitute a quorum at the Annual Meeting.
Abstentions are counted for purposes of determining a quorum. The election of
directors will be determined by a plurality of votes, with the five nominees
receiving the most votes being elected. Approval of each of the other proposals
will require the affirmative vote of a majority of the Common Stock present at
the Annual Meeting.
Proxies in the form enclosed, if properly submitted and not revoked prior
to or at the Annual Meeting will be voted in accordance with the instructions
indicated in such proxies. Proxies properly submitted which do not indicate
voting instructions will be voted FOR the election of the named nominees as
directors and FOR Proposal No. 2
A proxy may be revoked by (i) delivery of a written statement to the
Secretary of the Company stating that such proxy is revoked, (ii) by a
subsequently dated proxy duly executed and presented at or prior to the Annual
Meeting, or (iii) voting in person at the Annual Meeting.
The Company will pay the cost of this solicitation which will be made
primarily by mail. Proxies may also be solicited by directors, officers or
employees of the Company without additional compensation, in person, or by
telephone, facsimile or other similar means. The Company will, on request,
reimburse shareholders who are brokers, dealers, banks, or their nominees, for
their reasonable expenses in sending proxy materials and annual reports to the
beneficial owners of Common Stock they hold of record.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Annual Meeting, five directors of the Company are to be elected,
each to serve for a term of one year and until their respective successors are
elected and qualified. Except for Michael Nafash, all of the nominees currently
serve as directors of the Company.
Unless authority is specifically withheld, proxies will be voted FOR the
election of the nominees named below. Each of the nominees has consented to
being named in this Proxy Statement and to serve if elected. Should any nominee
not be a candidate at the time of the Annual Meeting (a situation which is not
anticipated), proxies will be voted in favor of the remaining nominees and may
also be voted for substitute nominees.
Positions with Company and
Principal Occupations And Director
Name Age Current Public Directorships Since
- - --------------------- --- ----------------------------------------- --------
Carl C. Coppola(1) 55 Chairman of the Board, President, Chief 1984
Executive Officer of the Company and its
predecessors since 1984. President and
Chief Executive Officer of Mark Lighting
Fixture Co., Inc., an unaffiliated
entity, for more than 30 years.
Richard Branca(2) 47 President and Chief Executive Officer of 1992
Bergen Engineering Co., a construction
company since 1980.
Ronald E. Olszowy 49 President and Chief Executive Officer of 1992
Nationwide Bail Bonds, which provides
bail, performance and fidelity bonds
since 1966. President of Interstate
Insurance Agency since 1980.
William Westerhoff(1) 58 Retired since June 1992. Prior thereto, 1992
Partner of Sax, Macy, Fromm & Co.,
certified public accountants for more
than five years.
Michael Nafash 34 Chairman of the Board, President and NA
Chief Executive Officer of Evolutions,
Inc. (OTC), an environmental oriented
apparel company since February 1994.
From June 1992 to March 1995, employed
by Pure Tech International, Inc.
(NASDAQ/NMS:PURT), a plastics and metal
recycling company, including as Chief
Financial Officer from October 1993.
Prior thereto, certified public
accountant with Michaels, Nafash &
Georgallas and Weidenbaum Ryder & Co.
- - ------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
The Board of Directors Unanimously Recommends That Shareholders Vote FOR the
Nominees.
-2-
<PAGE>
Board of Directors and Committees
The business of the Company is managed under the direction of the Board
of Directors. During the fiscal year ended June 30, 1995, the Board of
Directors met six times. In addition the Board took action by unanimous written
consent on five occasions. Each member of the Board of Directors participated
in at least 75% of all meetings held during fiscal 1995.
The Board of Directors has established audit and compensation committees.
The function of those committees, their current members and the number of
meetings held or actions taken are described below.
Audit Committee. The Audit Committee recommends to the Board of Directors
the firm to be appointed as the Company's independent public accountants and
monitors the performance of such firm. In addition the committee reviews and
approves the scope of the annual audit and reviews and evaluates issues having a
potential financial impact on the Company which are brought to its attention by
management, the independent public accountants or the Board of Directors. The
committee also reviews all public financial reporting documents of the Company.
Since July 14, 1995 Mr. Branca has been the sole member of the Audit Committee.
The Audit Committee did not met during fiscal 1995, however the committee did
meet on October 13, 1995 to review the audit and public filings for the fiscal
year ended 1995. The Audit Committee plans to meet at least once a year to
review the year end results and audit of the Company and to review quarterly
reports when available.
Compensation Committee. The Compensation Committee establishes the
compensation policies for executive officers of the Company, evaluates and
approves the compensation of the Chief Executive Officer and reviews his
recommendations as to the compensation of the other executive officers. The
Compensation Committee also administers the Company's 1993 Incentive Stock
Option Plan. Messrs. Coppola and Westerhoff currently are members of the
Compensation Committee. The Compensation Committee did not met during fiscal
1995, however the committee did meet on October 10, 1995 to review the fiscal
year ended June 30, 1995 compensation arrangements. The Compensation Committee
plans to meet at least once a year to review the compensation arrangements of
the Company's executive officers.
The Company does not have a nominating or executive committee. The
customary functions of these committees are performed by the Board of Directors
as a whole.
Director's Compensation
Directors have not receive any compensation for serving as Directors or on
Board Committees but have and will continue to be reimbursed for travel expenses
incurred in attending meetings. In lieu of cash compensation customarily paid
to nonemployee directors, the Company has established a policy of granting stock
options to directors exercisable at the bid price of the Common Stock on the
date of grant. On April 26, 1995 the Board of Directors granted two-year
options to purchase 25,000 shares of Common Stock at $3 1/4 per share to each
nonemployee director. Future compensation policies will be reviewed annually
based upon the Company's financial condition and results of operations.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and 10% shareholders to file with
the Securities and Exchange Commission reports of ownership and changes in
ownership of the Company's equity securities including its Common Stock. Such
persons are also required to furnish the Company with such reports.
To the Company's knowledge during the fiscal year ended June 30, 1995, all
Section 16(a) filing requirements were satisfied. Frederick Bolio, Vice
President-Engineering and Manufacturing, did not timely file a Form 4 in
connection with the sale of Common Stock in July 1995. A Form 4 for the
foregoing transaction has since been filed.
-3-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information with respect to each
beneficial owner of 5% or more of the Common Stock, each Director/Nominee of the
Company, each executive officer of the Company who is named in the Summary
Compensation Table below and all executive officers and Directors/Nominees as a
group as of November 3, 1995. The persons named in the table have sole voting
and investment power with respect to all shares of Common Stock owned by them,
unless otherwise noted.
Number of Shares % of Shares
Beneficial Owner Owned Outstanding
- - ------------------------ ---------------- -----------
Carl C. Coppola
c/o Mark Solutions, Inc.
87 Route 17 North
Maywood, NJ 07607 2,108,000 (1) 16.3%
Joseph Salvani
1 Duran Avenue
Ridgewood, NJ 07450 1,087,966 (2) 8.4%
Walter Grossman
277 North Avenue
Westport, CT 06880 1,018,213 (3) 7.9%
Simon Sinnreich+ 55,000 (4)(5) (6)
William Westerhoff 55,000 (5) (6)
Richard Branca 305,000 (7) 2.3%
Yitz Grossman* 644,333 (8)(9) 4.9%
Ronald E. Olszowy 105,000 (5)
Michael Nafash 41,850 (10) (6)
All executive officers
and Directors/Nominees
as a group (9 persons) 3,516,177 (11) 25.6%
+ Mr. Sinnreich resigned as a Director on July 14, 1995.
* Mr. Grossman has declined to stand for reelection.
-4-
<PAGE>
(1) Includes 169,800 shares held in trust for the benefit of children of Mr.
Coppola. Mr. Coppola disclaims beneficial ownership of these shares. Also
includes 200,000 shares of Common Stock issuable upon exercise of warrants which
are presently exercisable.
(2) Includes 150,000 shares of Common Stock issuable upon exercise of warrants
which are presently exercisable.
(3) Includes 100,000 shares held in trust for the benefit of two children of
Mr. Grossman. Mr. Grossman disclaims beneficial ownership of these shares.
Includes 116,071 shares of Common Stock issuable upon exercise of warrants which
are presently exercisable.
(4) Excludes 320,000 shares of Common Stock issuable upon exercise of presently
exercisable warrants owned by Pure Tech International, Inc., of which Mr.
Sinnreich was Chairman until July 15, 1994. Mr. Sinnreich disclaims beneficial
ownership of these shares.
(5) Represents or includes 55,000 shares of Common Stock issuable pursuant to
options which are presently exercisable.
(6) Less than 1%
(7) Includes 205,000 warrants shares of Common Stock issuable pursuant to
options and warrants which are presently exercisable.
(8) Includes 280,000 shares of Common Stock issuable upon exercise of warrants
which are presently exercisable.
(9) Includes 295,000 shares of Common Stock owned by Water-Jel Technologies,
Inc., of which Mr. Grossman is Chairman. Mr. Grossman disclaims beneficial
ownership of these shares.
(10) Includes 40,850 shares of Common Stock owned by Evolutions, Inc., of which
Mr. Nafash is Chairman, President and Chief Executive Officer. Mr. Nafash
disclaims beneficial ownership of these shares.
(10) Includes 1,020,994 shares of Common Stock issuable upon exercise of
warrants or options which are presently exercisable.
-5-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the amount of all compensation paid to each
of the Company's executive officers whose compensation exceeded $100,000,
including its Chief Executive Officer, for the Company's last three fiscal years
ended June 30.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards/Payouts
------------------------------- ------------------------------
Name and Restricted LTIP All other
Principal Bonus Other Annual Stock Options/ Payouts Compen-
Position Year Salary ($) ($) Compensation Awards $ SARs # $ sation
- - --------------------- ---- ---------- ----- ------------ ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Carl Coppola,
President & CEO 1995 $250,000 -0- -0- -0- 200,000 -0- -0-
1994 $225,000 -0- -0- -0- -0- -0- -0-
1993 $200,000 -0- -0- -0- -0- -0- -0-
John H. Shanahan, Jr.
President of MCS (1) 1995 $ 75,000 -0- -0- -0- -0- -0- 30,000(2)
1994 $ 75,000 -0- -0- -0- 45,000(3) -0- -0-
</TABLE>
(1) Effective December 31, 1994, the Company and Mr. Shanahan mutually agreed to
terminate their employment relationship.
(2) Represents payments made to Mr. Shanahan pursuant to a consultant
arrangement through December 31, 1995. See "Employment Agreements" below.
(3) As a result of the termination of Mr. Shanahan's employment, these options
expired on March 31, 1995.
Option/SAR Grants in Fiscal Year 1995
The following table sets forth individual grants of stock options to the
named executive officers in the Summary Compensation Table above for the fiscal
year ended June 30, 1995.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Annual Rates of
% of Total Stock Price
Options Appreciation for
Options Granted to Exercise Option Term (1)
Granted Employees in Price Expiration -------------------
Name (#) Fiscal Year ($/Sh)(2) Date 5% ($) 10% ($)
- - ------------ ------- ------------ --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Carl Coppola 200,000 50% $2.00 1/19/97 $41,000 $88,000
</TABLE>
(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior to
the expiration of their term, assuming the specified compounded rates of
appreciation on the Common Stock over the term of the options. These numbers do
not take into account provisions of certain options providing for termination of
the option following termination of employment, nontransferability or
differences in vesting periods.
(2) The exercise price was equal to the fair market value of the Common Stock on
the date of grant.
-6-
<PAGE>
1995 Fiscal Year End Option Values
The following table sets forth the value of options granted to the named
officers in the Summary Compensation Table above for the fiscal year ended June
30, 1995.
Number of Securities Value of Unexercised
Underlying Unexercised in-the Money Options
Options at Fiscal Year (#) at Fiscal Year End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- - ------------ -------------------------- -------------------------
Carl Coppola 200,000 / 0 $775,000 (1)
- - ------------
(1) Based upon a closing sales price of $5-7/8 per share of Common Stock on
November 1, 1995.
Employment Agreements
Pursuant to an employment agreement expiring on March 17, 1997, Mr.
Coppola received a base salary of $250,000 for fiscal 1995 with $25,000 annual
increases until the final year of the agreement during which Mr. Coppola will
receive $300,000. In addition Mr. Coppola is entitled to reimbursement of
expenses not to exceed $15,000 annually and is provided with an automobile and
maintenance and use reimbursement by the Company. In the event Mr. Coppola's
employment is terminated by the Company other than for cause, Mr. Coppola will
receive a lump sum payment of approximately three times his average annual
salary for the preceding five years. The agreement also provides for a three
year non-compete period to take effect upon the termination of Mr. Coppola's
employment.
Effective December 31, 1994, the Company and John H. Shanahan, Jr. agreed
to mutually terminate Mr. Shanahan's employment agreement. Pursuant to the
termination agreement, Mr. Shanahan (i) will act as a consultant to the Company
and be paid an aggregate of $60,000 over 12 months and (ii) has been released
from the two-year noncompete agreement.
Report of the Board of Directors on Executive Compensation
The compensation of the Chief Executive Officer of the Company is
determined and evaluated by the Board of Directors. The Board's determinations
regarding such compensation are based on a number of factors including (i)
providing a level of compensation designed to retain a superior executive in a
highly competitive environment, (ii) the individual's contribution to the
Company and its operations, (iii) evaluation of the progress achieved as
compared to prior periods in establishing the Company's competitive position,
(iv) consideration of the overall operating and financial performance of the
Company during the relevant operating period as compared with prior operating
periods and (v) the terms and conditions of existing employment agreements.
Compensation for the Company's other executive officers is determined
based upon the recommendation of the Chief Executive Officer who considers the
same factors considered by the Board of Directors in establishing the
compensation of the Chief Executive Officer. The Company has not established a
policy with regard to Section 162(m) of the Internal Revenue Code of 1986, as
amended, since the Company has not and does not anticipate paying annual
compensation in excess of $1,000,000 to any employee.
The Company applies a consistent approach to compensation for all
employees, including senior management. This approached is based on the believe
that the achievements of the Company result from coordinated efforts of all
employees working toward common objectives.
-7-
<PAGE>
As described above under "Employment Agreements" Mr. Coppola received a
base salary of $250,000 in 1995 and will receive a base salary of $275,000 in
fiscal 1996.
The Board of Directors
Carl Coppola (Chairman) William Westerhoff
Richard Branca Yitz Grossman
Ronald E. Olszowy
STOCK PERFORMANCE GRAPH
The following graph compares the total cumulative return on the Company's
Common Stock during the five fiscal years ended June 30, 1995 with the
cumulative total return on the NASDAQ Stock Market (US & Foreign) and NASDAQ
Stocks (SIC 3400-3499 US Companies), assuming an investment of $100 in each on
November 11, 1993 and the reinvestment of all dividends. The information is
presented from November 11, 1995 the first day after the Common Stock was listed
on the NASDAQ Stock Market-Small Cap.
[GRAPH]
11/11/93 06/30/94 06/30/95
-------- -------- --------
Mark Solutions, Inc. Common Stock 100.0 64.5 75.8
NASDAQ Stock Market (US & Foreign) 100.0 90.7 118.9
NASDAQ Stocks (SIC 3400-3499 US Companies)
Fabricated Metal Products except machinery
& transportation equipment 100.0 101.9 119.4
-8-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company purchases lighting fixtures and related services from Mark
Lighting Fixture Co., Inc. ("Mark Lighting"), a company wholly owned by Carl
Coppola, President and Chief Executive Officer of the Company. For the fiscal
year ended June 30, 1995, the Company paid Mark Lighting $207,096 for such goods
and services. The Company also sold $6,300 of metal fabrication products to
Mark Lighting.
Pursuant to a month to month sublease, from January 1, 1994 to December
31, 1994 the Company rented 750 square feet of space from Mark Lighting at a
monthly rent of $500.
On January 20, 1995, Mr. Coppola made a $400,000 loan to the Company at
an interest rate of 10% per annum for short-term working capital purposes. The
loan was repaid with interest on February 23, 1995. As consideration for the
loan Mr. Coppola was granted two-year warrants to purchase 200,000 shares of
Common Stock at $2.00 per share.
On May 9, 1994 Salvani Investments, Inc., a company owned by Joseph
Salvani, a 9.1% beneficial owner of Common Stock, was granted warrants to
purchase 150,000 shares of Common Stock at purchase price of $5.00 per share as
compensation for investment banking and consulting services. Such purchase
price was the closing bid price of the stock on the date of grant. In February
1995 Mr. Salvani purchased from the Company 91,071 units for $3.50 per unit.
Each unit consists of two shares of Common Stock and one two-year warrant to
purchase an additional share of Common Stock for $2.00.
Brookehill Equities, Inc. ("Brookehill"), a registered broker-dealer
owned by Walter Grossman, provides underwriting and financial consulting
services to the Company. Mr. Grossman is an 8.6% beneficial owner of Common
Stock. For the fiscal year ended June 30, 1995, the Company paid Brookehill
$252,052 for such services. In February 1995, Mr. Grossman purchased from the
Company 91,071 units for $3.50 per unit. Each unit consists of two shares of
Common Stock and one two-year warrant to purchase an additional share of Common
Stock for $2.00.
On October 26, 1993 Pure Tech International, Inc. ("Pure Tech") and
Babystar, Inc. ("Babystar") made loans to the Company for working capital
purposes aggregating $1,500,000. Simon Sinnreich who was a director of the
Company, was Chairman of the Board and Chief Executive Officer of Pure Tech
until July 15, 1994 and Yitz Grossman, who was a director of the Company, is a
director of Pure Tech and Babystar. The loans provided for an interest rate of
10% per annum and a maturity date of February 15, 1994. In consideration for
its $1,000,000 loan, Babystar and an assignee received two-year warrants to
purchase 1,000,000 shares of Common Stock at $7.50 per share. Yitz Grossman
received identical warrants to purchase 150,000 shares of Common Stock as a
finder's fee for the loans. The Company repaid the Babystar loan in accordance
with its terms.
In consideration of an extension of the Pure Tech loan of $500,000 to
June 20, 1994, Pure Tech received two-year warrants to purchase 70,000 shares of
Common Stock at $3.75 per share. The Company repaid the Pure Tech loan in June
1994.
On October 23, 1993, Pure Tech also granted the Company the right of
first refusal to manufacture and distribute a "reverse vending machine" for use
in the disposal, redemption and recycling of recyclable containers in exchange
for two-year warrants to purchase 250,000 shares of Common Stock at $7.50 per
share.
On April 26, 1995, each of the foregoing warrants issued to Pure Tech,
Babystar and Yitz Grossman were modified to provide for an extension of the
expiration date to April 30, 1997 and to reduce the exercise price to $4.25 per
share, except in the case of the 70,000 warrants owned by Pure Tech which have
an exercise price of $3.75 per share. The modification to these warrants was
based on the Company's desire to have a significant portion of its warrants
exercised to raise capital. Management believes the reduction of the exercise
price of warrants owned by parties who in the past have been willing to assist
the Company in securing working capital would facilitate the exercise of these
warrants. At the time of the reduction the trading price of the Common Stock
was $3.50 per share.
-9-
<PAGE>
In October 1994, Richard Branca, a director of the Company, purchased
from the Company 50,000 shares of Common Stock for an aggregate of $131,250,
subject to adjustment based upon subsequent private placements. Based on sale
of units in January and February 1995, Mr. Branca received an additional 15,000
shares of Common Stock.
In connection with the Company's Jackson, Michigan modular cell project,
Bergen Engineering Co. ("Bergen Engineering"), a company owned by Mr. Branca,
agreed to obtain the necessary construction bonds through its bonding company.
Bergen Engineering was required to guarantee the completion of the project by
the Company and the bond was obtained on November 7, 1995. As compensation for
providing this guarantee, Bergen Engineering will receive five percent of the
gross proceeds from the project and received two-year warrants to purchase
150,000 shares of Common Stock at $2.625 per share.
On April 26, 1995 each of the Company's nonemployee directors were
granted two-year options to purchase 25,000 shares of Common Stock at $3.25 per
share.
Management believes that each of the foregoing transactions are on terms
no less favorable to the Company than could be obtained from unaffiliated third
parties.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Sax Macy Fromm & Co., P.C. has acted as the
Company's independent public accountants since its formation and has been
selected by the Board of Directors to serve as the Company's independent public
accountants for the fiscal year ending June 30, 1996. The services provided by
Sax Macy Fromm & Co., P.C. to the Company for 1995 included the audit of the
Company's annual consolidated financial statements, consultation with regard to
Federal securities law financial filings, preparation of the Company's income
tax returns and consultation on various tax, securities and other matters.
A representative of Sax Macy Fromm & Co., P.C. is expected to be present
at the Annual Meeting to have the opportunity to make a statement and to be
available to respond to appropriate questions.
Although the selection of the Company's independent public accountants
is not required by law to be submitted to the shareholders for ratification,
the Company has adopted a policy of submitting this selection to a vote of
shareholders. If the shareholders do not ratify the appointment of Sax Macy
Fromm & Co., P.C. as the Company's independent public accountants for 1996, then
the appointment will be reconsidered by the Audit Committee and the Board of
Directors.
The Board of Directors Unanimously Recommends That Shareholders Vote FOR
Proposal 2.
-10-
<PAGE>
OTHER MATTERS
The Company knows of no other business that will be presented for
consideration at the Annual Meeting. However, the enclosed proxy confers
discretionary authority to vote with respect to those matters described in Rule
14a-4(c) under the Securities Exchange Act of 1934 (the "Exchange Act"),
including matters that the Board of Directors does not know, a reasonable time
before proxy solicitation, are to be presented at the Annual Meeting. If any
such matters are presented at the Annual Meeting, then the proxy agents named in
the proxy card will have the discretionary authority to vote the shares in
accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Any shareholder who wishes to present a proposal to be considered at the
1995 annual meeting of shareholders and who wishes to have such proposal receive
consideration for inclusion in the Company's proxy statement must deliver such
proposal in writing to the Company at 87 Route 17 North, Maywood, New Jersey
07607 not later than July 19, 1996. Any shareholder proposal must comply with
the requirements of Rule 14a-8 under the Exchange Act.
ANNUAL REPORT AND FORM 10-K
The 1995 Annual Report to Shareholders, including financial statements,
is being mailed herewith. If you did not receive a copy please advise the
Company and another will be sent to you. A copy of the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1995, as filed with the
Securities and Exchange Commission, may be obtained without charge by any
shareholder of record on the Record Date upon written request to the Company's
executive offices, Attention: Corporate Secretary.
By Order of the Board of Directors,
CARL COPPOLA, Chairman
November 6, 1995
Maywood, New Jersey
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<PAGE>
PROXY MARK SOLUTIONS, INC.
87 Route 17 North
Maywood New Jersey 07607
This Proxy is being solicited on Behalf of
the Mark Solutions, Inc. Board of Directors
The undersigned hereby appoints Carl C. Coppola and Cheryl Gomes, and either of
them, as proxies, each of them with the power to appoint his substitute, and
hereby authorizes either of them to represent and to vote, as designated below,
all the shares of Common Stock of Mark Solutions, Inc. ("Mark") held of record
by the undersigned on November 3, 1995 or with respect to which the undersigned
is otherwise entitled to vote or act, at the Annual Meeting of Shareholders to
be held on December 18, 1995 (the "Annual Meeting"), or any adjournment thereof.
1. ELECTION OF DIRECTORS ..... [ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD authority
to vote for all nominees listed below
(INSTRUCTION: To withhold authority for any individual, mark the box next
to the nominees name below.)
Carl C. Coppola [ ] Richard Branca [ ] Michael Nafash [ ]
Ronald E. Olszowy [ ] William Westerhoff [ ]
2. To ratify and approve the selection of Sax Macy Fromm & Co., P.C. as the
independent public accountants of Mark for the fiscal year ending June 30,
1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof, upon matters incident to the conduct of the Annual Meeting and
upon the election of substituted nominees for Director designated by the
Board of Directors if one or more of the persons named above is unable to
serve as a Director.
(To be signed and dated on the other side)
<PAGE>
(Continued from other side)
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 THE ELECTION OF THE DIRECTORS AND FOR PROPOSAL NO. 2, AND AUTHORITY WILL BE
DEEMED GRANTED UNDER PROPOSAL NO. 3.
Dated: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
Please sign exactly as the name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
