SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Mark Solutions, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
_______________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(SC14A-07/98)
<PAGE>
MARK SOLUTIONS, INC.
Parkway Technical Center
1515 Broad Street
Bloomfield, New Jersey 07003
______________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 17, 1999
______________________
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 its offices at 1515 Broad
Street, Bloomfield, New Jersey 07003, on December 17, 1999 at 10:00 a.m. for the
following purposes:
1. To elect six directors;
2. 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 October 20, 1999
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: Bloomfield, New Jersey
October 26, 1999
<PAGE>
MARK SOLUTIONS, INC.
Parkway Technical Center
1515 Broad Street
Bloomfield, New Jersey 07003
______________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
December 17, 1999
______________________
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 its offices at 1515 Broad Street, Bloomfield, New Jersey 07003, on
December 17, 1999 at 10:00 a.m. At the Annual Meeting the shareholders will
consider the following proposals: (i) the election of six (6) directors and (ii)
such other business as may properly come before the Annual Meeting.
This Proxy Statement and accompanying proxy card are being distributed to
shareholders on or about October 29, 1999.
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 October 20, 1999 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. On
the Record Date there were issued and outstanding 5,618,113 shares of Common
Stock, held by approximately 196 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 six nominees
receiving the most votes being elected. Other proposals to come before the
Annual Meeting will require the affirmative vote of a majority of the Common
Stock present and voting at the Annual Meeting. Therefore, abstentions and
broker non-votes will have no effect on these matters.
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.
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.
1
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Annual Meeting, six 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. 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.
<TABLE>
<CAPTION>
Positions with Company and Principal Director
Name Age Occupations And Current Public Directorships Since
----------- ----- ------------------------------------------------------------ ----------
<S> <C> <C> <C>
Carl Coppola(1) 59 Chairman of the Board, President, Chief Executive Officer 1984
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) 51 President and Chief Executive Officer of Bergen 1992
Engineering Co., a construction company since 1980.
Ronald E. Olszowy 53 President and Chief Executive Officer of Nationwide 1992
Bail Bonds, which provides bail, performance and
fidelity bonds since 1966. President of Interstate
Insurance Agency since 1980.
William Westerhoff(1) 61 Retired since June 1992. Prior thereto, Partner of Sax, 1992
Macy, Fromm & Co., certified public accountants
for more than five years.
Michael Nafash 38 Chief Financial Officer of the Company since January 1995
1998. From February 1994 to January 1998, President
and Chief Executive Officer of Evolutions, Inc. (OTC),
an environmental oriented apparel company. On January
5, 1998, Evolutions, Inc. filed a Chapter 7 bankruptcy
petition (Case No. 98-20010) in the U.S. Bankruptcy Court
in Newark, New Jersey. From June 1992 to June 1996,
employed by Pure Tech International, Inc., a plastics and
metal recycling company, including as Chief Financial Officer
from October 1993 to March 1995.
Yitz Grossman 43 President and Chairman of Target Capital Corporation, a 1997
financial consulting company since 1983.
______________________
<FN>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
</FN>
</TABLE>
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, 1999, the Board of Directors
met four times. In addition the Board took action by unanimous written consent
on one occasion. Each member of the Board of Directors participated in at least
75% of all meetings held during fiscal 1999.
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
Audit Committee also reviews all public financial reporting documents of the
Company. Mr. Branca currently is the sole member of the Audit Committee. The
Audit Committee met on October 26, 1999 to review the audit and public filings
for the fiscal year ended 1999. 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 met on September 21, 1999 to
review the fiscal year ended June 30, 1999 compensation arrangements and to
consider compensation plans for the future. 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
Each outside director receives a $1,000 fee and is reimbursed for travel
expenses for each meeting attended. The fees will be accrued but remain unpaid
until the Company's financial condition sufficiently improves as determined by
Mr. Coppola. The Company has established a policy of granting stock options to
directors exercisable at the closing sales price of the Common Stock on the date
of grant. No options were granted to the directors in fiscal 1999. Future
compensation policies will be reviewed annually based upon the Company's
financial condition and results of operations.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 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 and to furnish the
Company with such reports.
To the Company's knowledge during the fiscal year ended June 30, 1999, all
Section 16(a) filing requirements were satisfied except that Mr. Coppola made
three late filings for six purchases of Common Stock made during fiscal 1999.
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 October 20, 1999. 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 % of Shares
Beneficial Owner Shares Owned Outstanding
- ---------------- ------------ -----------
Carl C. Coppola
% Mark Solutions, Inc.
1515 Broad Street
Bloomfield NJ 07003 850,392 (1) 14.2%
William Westerhoff 40,000 (2) (4)
Richard Branca 56,250 (2) (4)
Michael Rosenberg 80,975 (3) 1.4%
Ronald E. Olszowy 52,500 (2) (4)
Leonid Futerman 99,750 (5) 1.7%
Michael Nafash 53,375 (6) (4)
Yitz Grossman 29,833 (7) (4)
All executive officer
and directors as a group
(8 persons) 1,311,575(8) 20.5%
- ----------------------------
(1) Includes 15,800 shares held in trust for the benefit of three children of
Mr. Coppola. Mr. Coppola disclaims beneficial ownership of these shares. Also
includes 359,300 shares of Common Stock issuable pursuant to options which are
presently exercisable.
(2) Represents or includes 49,300 shares of Common Stock
issuable pursuant to options which are presently exercisable.
(3) Includes 66,250 shares of Common Stock issuable pursuant to options which
are presently exercisable.
(4) Less than 1%
(5) Includes 97,500 shares of Common Stock issuable pursuant to options
which are presently exercisable.
(6) Includes 61,800 shares of Common Stock issuable pursuant to options which
are presently exercisable.
(7) Includes 4,833 shares held in a charitable trust of which Mr.Grossman serves
as one of the trustees. Mr. Grossman disclaims beneficial ownership of these
shares. Also includes 34,300 shares of Common Stock issuable pursuant to
options which are presently exercisable.
(8) Includes 767,050 shares of Common Stock issuable pursuant to warrants or
options which are presently exercisable.
4
<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 $100,000,
including its Chief Executive Officer, for the Company's last three fiscal years
ended June 30.
<TABLE>
<CAPTION>
============================= ======================================== ===================================== ===============
Long Term Compensation
Annual Compensation Awards/Payouts
============================= ======================================== ===================================== ===============
Name and Principal Restricted
Position Other Annual Stock Options/ LTIP All other
Year Salary ($) Bonus ($) Compensation Awards $ SARS # Payouts compensation
- --------------------- ------- ----------- ---------- ----------------- ------------ ------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Carl Coppola, 1999 $200,000 -0- -0- -0- -0- -0- -0-
President & CEO 1998 200,000 -0- -0- -0- 50,000 -0- -0-
1997 300,000 -0- -0- -0- 187,500 -0- -0-
- --------------------- ------- ----------- ---------- ----------------- ------------ ------------- ---------- --------------
Michael Nafash, CFO 1999 100,000 -0- -0- -0- -0- -0- -0-
1998 50,000 -0- -0- -0- 37,500 -0- -0-
- --------------------- ------- ----------- ---------- ----------------- ------------ ------------- ---------- --------------
Michael Rosenberg, 1999 122,892 -0- -0- -0- 37,500 -0- -0-
Vice President 1998 88,055 -0- -0- -0- -0- -0- -0-
1997 79,519 -0- -0- -0- -0- -0- -0-
- --------------------- ------- ----------- ---------- ----------------- ------------ ------------- ---------- --------------
Leonid Futerman, 1999 160,052 -0- -0- -0- 62,500 -0- -0-
Vice President 1998 97,137 -0- -0- -0- -0- -0- -0-
1997 90,455 -0- -0- -0- -0- -0- -0-
- --------------------- ------- ----------- ---------- ----------------- ------------ ------------- ---------- --------------
</TABLE>
Options/SAR Grants in Fiscal Year 1999
The following table sets forth grants of stock options to the named
executive officers in the Summary Compensation Table for the fiscal year ended
June 30, 1999.
<TABLE>
<CAPTION>
================================================================================================== ====================
Potential
Realizable Value
at Assumed
Annual Rates of
Stock Price
Appreciation for
Option Term (1)
============================ ============== ==================== =============== ================= ========= ==========
% of Total Options
Options Granted to Exercise
Granted Employees in Price Expiration
Name (#)(2) Fiscal Year ($/Sh) Date 5% ($) 10%($)
- ---------------------------- -------------- -------------------- --------------- ----------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael Rosenberg 37,500 25.0% $4.00 09/16/01 23,625 49,650
- ---------------------------- -------------- -------------------- --------------- ----------------- --------- ---------
Leonid Futerman 62,500 41.7% $4.00 09/16/01 39,406 95,775
- ---------------------------- -------------- -------------------- --------------- ----------------- --------- ---------
<FN>
(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 closing sales price on date of option grants was $4.00 per share.
</FN>
</TABLE>
5
<PAGE>
(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 closing sales price on date of option
grants was $4.00 per share. 1999 Fiscal Year End Option Values
The following table sets forth the value of options granted to the
named officers in the Summary Compensation Table for the fiscal year ended June
30, 1999.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal year (#) At Fiscal Year End ($)
Name Exercisable / Unexercisable Exercisable / Unexercisable
- ----------- ---------------------------- ---------------------------
Michael Rosenberg 37,500/-0- -0-(1)
Leonid Futerman 62,500/-0- -0-(1)
- --------------------------------
(1) Based upon a closing sales price of $1.875 per share of Common Stock
on September 30, 1999
Employment Agreements
Pursuant to a three-year employment agreement expiring on June 30,
2000, Mr. Coppola receives an annual base salary of $200,000 and was granted
three-year options to purchase 62,500 shares of Common Stock at an exercise
price of $4.50, 62,500 shares of Common Stock at an exercise price of $8.00 and
62,500 shares at an exercise price of $11.00. 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 Mark. Mr.
Coppola's employment is terminable by Mark upon 90 days written notice and
provides for a two-year non-compete period to take effect upon termination.
Pursuant to a three-year employment agreement expiring on December 1,
2001, Mr. Rosenberg receives an annual base salary of $125,000 with salary
increases of $25,000 per year on August 1, 1999 and 2000 and was granted
three-year options to purchase 37,500 shares of Common Stock at an exercise
price of $4.00. In addition, Mark provides Mr. Rosenberg with an automobile and
maintenance and use reimbursement. Mr. Rosenberg's employment is terminable for
cause by Mark upon written notice and provides for a one-year non-compete period
to take effect upon termination.
Pursuant to a three-year employment agreement expiring on December 1,
2001, Mr. Futerman receives an annual base salary of $150,000 with salary
increases of $25,000 per year on August 1, 1999 and 2000 and was granted
three-year options to purchase 62,500 shares of Common Stock at an exercise
price of $4.00. In addition, Mark provides Mr. Futerman with an automobile and
maintenance and use reimbursement. Mr. Futerman's employment is terminable for
cause by Mark upon written notice and provides for a one-year non-compete period
to take effect upon termination.
6
<PAGE>
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,
and (iv) consideration of the overall operating and financial performance of the
Company during the relevant operating period as compared with prior operating
periods.
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.
As described above under "Employment Agreements" Mr. Coppola will receive
an annual base salary of $200,000 through fiscal year end June 30, 2000.
The Board of Directors
Carl Coppola (Chairman) William Westerhoff
Richard Branca Michael Nafash
Ronald E. Olszowy Yitz Grossman
7
<PAGE>
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, 1999 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
June 30, 1994 and the reinvestment of all dividends.
<TABLE>
<CAPTION>
SYMBOL DATA POINTS 06/30/94 06/30/95 06/28/96 06/30/97 06/30/98 06/30/99
- ------ ----------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------- Mark Solutions, Inc. 100.0 117.5 130.0 51.3 20.6 14.2
- - - - ----- - - - Nasdaq Stock Market
(US & Foreign) 100.0 132.6 169.2 205.5 268.3 379.0
- - - - - - - - - - - Nasdaq Stocks
(SIC 3400-3499 US Companies)
Fabricated Metal Products
except machinery
& transportation equipment 100.0 116.8 145.8 200.3 211.4 158.1
</TABLE>
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company purchases lighting fixtures, fabricating services and other
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, 1999, the Company paid Mark
Lighting $244,000 for such goods and services.
In connection with all modular steel cell projects which require
performance bonds, Mr. Coppola provides third party guarantees.
In May 1998, the Company loaned Mr. Coppola $100,000 at 10% interest per
annum. The loan was payable on demand and was repaid in full in September 1998.
In June 1999, three officers of the Company made loans to Mark totaling
$350,000. The loans were payable by September 1, 1999 with an interest rate of
10% per annum. These loans were repaid on September 1, 1999.
See Executive Compensation - Employment Agreements - for a description of
stock options granted to Michael Rosenberg and Leonid Futerman.
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.
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.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The accounting firm of Holtz Rubenstein & Co., LLP has acted as the
Company's independent public accountants for the fiscal year ended June 30,
1999. The services provided by Holtz Rubenstein & Co., LLP to the Company for
1998 included the audit of the Company's annual consolidated financial
statements, consultation with regard to Federal securities law financial filings
and consultation on various tax, securities and other matters. Holtz Rubenstein
& Co., LLP is expected to be selected as the Company's independent public
accountants for the fiscal year ending June 30, 2000, however the final decision
of the Board of Directors will be based on the recommendation of the Audit
Committee and is customarily made by the Company near the end of its fiscal
year.
A representative of Holtz Rubenstein & Co., LLP is expected to be present
at the Annual Meeting, have the opportunity to make a statement and to be
available to respond to appropriate questions.
9
<PAGE>
On April 15, 1998, the Company terminated its former independent
accountants, Sax Macy Fromm & Co., P.C. ("SMF"). The decision to change
accountants was approved by the Company's Board of Directors. There were no
disagreements between the Company and SMF on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure
during the Company's last two fiscal years ended June 30, 1997 and through April
15, 1998. Neither of SMF's reports on the Company's financial statements for the
fiscal years ended June 30, 1997 contained an adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.
SOLICITATION OF PROXIES
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.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any shareholder who wishes to present a proposal to be considered at the
2000 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 Parkway Technical Center, 1515 Broad
Street, Bloomfield, New Jersey 07003 not later than June 25, 2000. Any
shareholder proposal must comply with the requirements of Rule 14a-8 under the
Exchange Act.
ANNUAL REPORT AND FORM 10-K
The 1999 Annual Report to Shareholders on Form 10-K for the fiscal year
ended June 30, 1999, 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, 1999, 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
October 26, 1999
Bloomfield, New Jersey
10
<PAGE>
PROXY MARK SOLUTIONS, INC.
1515 Broad Street
Bloomfield, New Jersey 07003
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 October 20, 1999 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 17, 1999 (the "Annual Meeting"), or any
adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS .................. [ ]FOR all nominees listed below [ ] WITHHOLD authority
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
(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 [ ] Yitz Grossman [ ]
2. 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 AUTHORITY WILL BE DEEMED GRANTED
UNDER PROPOSAL NO. 2.
Dated:_____________________, 1999
________________________________
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.
<PAGE>
