<PAGE> 1
PROCYON CORPORATION
Suite 410
1150 Cleveland Street
Clearwater, Florida 34615
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD NOVEMBER 15, 1997
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 sec. 240.14a-11(c) or sec. 240.14a-12
PROCYON CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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)(4) 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 0-11:1 (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.
[ ] 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:
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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> 2
PROCYON CORPORATION
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 1997
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Notice is hereby given that the Annual Meeting of Shareholders of
Procyon Corporation, a Colorado corporation (the "Company"), will be held at
the Clearwater Beach Hotel, 500 Mandalay Boulevard, Clearwater, Florida 34615
on Saturday, November 15, 1997, at 9:00 A.M. Eastern time, or at any
adjournment or adjournments thereof, for the following purposes:
1. To elect four directors to hold office for the term set forth in
the accompanying Proxy Statement and until their successors shall
have been duly elected and qualified;
2. To ratify the appointment of BDO Seidman, LLP as independent
auditors; and
3. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING, although
only shareholders of record at the close of business on October 24, 1997, will
be entitled to notice of, and to vote at, the meeting or any adjournment
thereof. The transfer books of the Company will not be closed.
By Order of the Board of Directors,
John C. Anderson
President
Clearwater, Florida
October 27, 1997
IMPORTANT
PLEASE MARK, DATE, SIGN, NOTE ANY CHANGE OF ADDRESS AND RETURN THE ENCLOSED
PROXY CARD IMMEDIATELY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, WE WILL
BE GLAD TO RETURN YOUR PROXY SO THAT YOU MAY VOTE IN PERSON.
<PAGE> 3
PROCYON CORPORATION
SUITE 410
1150 CLEVELAND STREET
CLEARWATER, FLORIDA 34615
(813) 447-2998
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 1997
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GENERAL
The enclosed proxy is solicited by the Board of Directors of Procyon
Corporation (hereinafter referred to as the "Company") for use at the Annual
Meeting of Shareholders to be held at the Clearwater Beach Hotel, 500 Mandalay
Boulevard, Clearwater, Florida at 9:00 a.m., Eastern Time, on Saturday,
November 15, 1997, for the purposes set forth in the foregoing Notice of Annual
Meeting of Shareholders. This Proxy Statement and the form of proxy will be
mailed to shareholders on or about October 28, 1997. A shareholder giving a
proxy has the power to revoke it at any time prior to its exercise by notifying
the Secretary of the Company. Unless the proxy is revoked, or unless it is
received in such form as to render it invalid, the shares represented by it
will be voted in accordance with the instructions contained therein.
The record date with respect to this solicitation is October 24, 1997.
All holders of record of Common Stock and Preferred Stock of the Company as of
the close of business on that date are entitled to vote at the meeting. As of
October 15, 1997, the Company had a total of 5,789,120 shares of Common and
Preferred Stock outstanding. Each share is entitled to one vote. A majority
of the votes entitled to be cast constitutes a quorum. If a quorum exists,
action on any matter other than the election of directors will be approved if
the votes cast in person or by proxy at the meeting favoring the action exceed
the votes cast opposing the action. In the election of directors, that number
of candidates equaling the number of directors to be elected having the highest
number of votes cast in favor of their election will be elected. Abstentions
and broker non-votes are not counted in the calculation of the vote. A proxy
may be revoked by the shareholder at any time prior to its being voted. If a
proxy is properly signed and is not revoked by the shareholder, the shares it
represents will be voted at the meeting in accordance with the instructions of
the shareholder. If the proxy is signed and returned without specifying
choices, the shares will be voted in accordance with the recommendations of the
Board of Directors. The cost of this solicitation will be borne by the
Company. Employees and directors of the Company may solicit proxies but will
not receive any additional compensation for such solicitation. Proxies may be
solicited personally or by mail, facsimile, telephone or telegraph.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual shareholders are held confidential by the Company. Such
documents are available for examination only by the inspectors of election,
none of whom is an employee of the Company, and certain employees associated
with tabulation of the vote. The identity of the vote of any shareholder is
not disclosed except as may be necessary to meet legal requirements.
<PAGE> 4
I. ELECTION OF DIRECTORS
The four nominees for election as directors are identified below. All
nominees are now members of the Board of Directors. The Board of Directors
knows of no reason why any nominee would be unable to serve as a director. If
any nominee should for any reason become unable to serve, the shares
represented by all valid proxies will be voted for the election of such other
person as the Board of Directors may designate or the Board of Directors may
reduce the number of directors to eliminate the vacancy.
The following material contains information concerning the nominees,
including their recent employment, positions with the Company, other
directorships and age as of the date of this Proxy Statement.
<TABLE>
<CAPTION>
CAPACITIES IN DIRECTOR
NAME AGE WHICH SERVED SINCE
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<S> <C> <C> <C>
John C. Anderson 53 President, Chief Executive and 1994
Financial Officer, and Director
Chester L. Wallack 55 Director 1995
Fred W. Suggs, Jr. 50 Director 1995
Alan B. Crane 46 Director 1995
- ----------------------------
</TABLE>
John C. Anderson. Mr. Anderson has served as a director of the
Company and also as its President and Chief Executive and Financial Officer
since November, 1994, when he purchased a controlling interest in the Company.
From 1989 to 1994, he served as President of Rush-In Mart, Inc., an
import-export firm doing business primarily in the former Soviet Union. From
1978 to 1989, he served as President of Stuffit Company, Inc., a print and mail
direct marketing firm with over 300 employees and eleven locations. From 1970
to 1978, he served as President of Radius International, a firm engaged in
retail and exporting activities. Mr. Anderson received a Bachelor of Science
degree in Business Administration from Kansas State University.
Chester L. Wallack. Mr. Wallack serves as Chief Executive Officer of
Felton West, Inc., a real estate development and construction company in Dover,
Delaware. Mr. Wallack is a retired United States Air Force officer having
served as a pilot and in various management capacities. He graduated from the
University of Kansas with a B.S. in Industrial Management and from Southern
Illinois University with an M.B.A. in Finance.
Fred W. Suggs, Jr. Mr. Suggs has been a practicing attorney since
1975. He is a partner in the Greenville, South Carolina office of Ogletree,
Deakins, Nash, Smoak & Stewart, specializing in labor and employment law. He
has been certified as a specialist in labor and unemployment law by the South
Carolina Supreme Court and is a frequent lecturer on labor and employment law
issues. Mr. Suggs graduated from Kansas State University with a B.S. degree
and he received his J.D. degree from the University of Alabama.
Alan B. Crane. Mr. Crane is a partner in Crane Farms, a farming
partnership in Larned, Kansas. Mr. Crane was appointed by the governor of
Kansas to the Kansas Water Authority to oversee project expenditures. He
received a B.S. from Kansas State University.
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<PAGE> 5
KEY EMPLOYEE
Ronald L. Maddix. Mr. Maddix has served as the President and Chief
Executive Officer of the Company's wholly-owned subsidiary, Amerx Health Care
Corporation, since July 1996. From February 1995 to June 1996, Mr. Maddix
served as President of SunStates Medical Products, Inc., a distributor of
medical capital equipment. From July 1993 to February 1995, he served as
President of Granitec Corporation, a manufacturer of building materials. From
July 1992 to July 1993, he served as President of Environmed International,
Inc., a medical products company. From March 1987 to July 1992, Mr. Maddix
served as Vice President of Marketing for a microsurgical laser manufacturer.
COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding
beneficial ownership of Common Stock as of October 24, 1997 by (i) each person
known by the Company to own beneficially more than 5% of the outstanding Common
Stock, (ii) each director or nominee, and (iii) all executive officers and
directors as a group. Each person has sole voting and sole investment or
dispositive power with respect to the shares shown except as noted. The
address of each person listed is 1150 Cleveland Street, #410, Clearwater,
Florida 54615.
<TABLE>
<CAPTION>
SHAREHOLDINGS ON
OCTOBER 24, 1997
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NUMBER OF PERCENT OF
NAME AND ADDRESS SHARES(1) CLASS
- ------------------------------- ----------- -------------
<S> <C> <C>
John C. Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . 3,386,000 80.7%
Chester L. Wallack . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 1.4%
Fred W. Suggs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 2.3%
Alan B. Crane . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,000 2.0%
All directors and officers
as a group (four person) . . . . . . . . . . . . . . . . . . . . . 3,632,000 81.8%
</TABLE>
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(1) Consists of 36,000, 60,000, 100,000 and 86,000 shares of Series A
Preferred Stock owned by Messrs. Anderson, Wallack, Suggs and Crane
respectively, which Preferred Stock is convertible into an equal number of
shares of Common Stock of the Company. Such conversion occurs (i) at the
option of the holder, or (ii) automatically, effective as of the close of
a public offering of Common Stock if such public offering satisfies
certain size and price per share requirements.
EXECUTIVE COMPENSATION AND OTHER MATTERS
Summary Compensation Table. The following table sets forth the annual and
long-term compensation for services in all capacities to the Company for the
two fiscal years ended June 30, 1997 and 1996 of the Company's Chief Executive
Officer (the "Named Officer"). No other officer of the Company received total
annual salary and bonus in excess of $100,000 during the year ended June 30,
1997.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
AWARDS
ANNUAL COMPENSATION ----------------
FISCAL ---------------------- SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS(#) COMPENSATION($)
- --------------------------- ------ --------- -------- --------------------- ---------------
<S> <C> <C> <C> <C> <C>
John C. Anderson, 1997 $144,000 $ -0- -- $ -0-
President, Chief Executive 1996 144,000 $ -0- -- $ -0-
and Financial Officer and
Director
</TABLE>
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<PAGE> 6
Option Grants Table. No grants of stock options were made during the
fiscal year ended June 30, 1997.
Fiscal Year-End Options/Option Values Table. The Named Officer does not
have any options to purchase the Company's securities.
COMPENSATION OF DIRECTORS
No employee of the Company receives any additional compensation for his
services as a director. No non-employee director receives any compensation for
his service; however, the Board of Directors has authorized payment of
reasonable travel or other out-of-pocket expenses incurred by non-management
directors in attending meetings of the Board of Directors. The Board of
Directors may consider alternative director compensation arrangements from time
to time.
OPTION PLAN
The Company has an Incentive Stock Option Plan pursuant to which
1,000,000 Common Shares are reserved for issuance. The Plan, designed as an
incentive for key employees, provides that no option may be granted at an
exercise price of less than the fair market value of the Common Shares of the
Company on the date of grant. No options have been granted to date under this
plan.
BOARD AND COMMITTEE ATTENDANCE
In fiscal year 1997, the Board of Directors held one formal meeting and
all directors attended that board meeting. There are no committees of the
Board of Directors.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE DIRECTOR NOMINEES IDENTIFIED ABOVE.
III. SELECTION OF AUDITORS
The firm of BDO Seidman, LLP has examined the financial statements of
the Company for the fiscal year ended June 30, 1997. Subject to shareholder
approval, BDO Seidman, LLP has been re-appointed by the Board of Directors to
serve as the Company's independent auditors for the ensuing fiscal year.
Representatives of BDO Seidman, LLP are expected to be present at the Annual
Meeting with the opportunity to make a statement if it is their desire to do
so, and will be available to respond to appropriate questions from
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF BDO
SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than ten
percent of the Company's Common Stock are required to report their initial
ownership of the Company's Common Stock and any subsequent changes in that
ownership to the Securities and Exchange Commission, The Nasdaq Stock Market,
Inc. and the Company. Specific due dates for these reports have been
established and the Company is required to disclose in this proxy statement any
failure to file, or late filing, of such reports. Based solely on the
Company's review of Forms 3, 4 and 5 and amendments thereto furnished to the
Company and written representations with respect to filing of such Forms, the
Company is not aware of any failure to file, or late filing, of any such
reports due through the most recent fiscal year.
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<PAGE> 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 31, 1996, The Company entered into an Agreement and Plan of
Exchange (the "Agreement") with Amerx Health Care Corp., a corporation based in
Clearwater, Florida ("Amerx"). The Agreement provided that the Company would
acquire Amerx through a share exchange in which all of the issued and
outstanding common stock of Amerx would be exchanged for a total of 3,000,000
(post-split) shares of Common Stock of the Company (the "Exchange"). The
Agreement provided that as a condition to the Exchange, the Company would
complete a five for one reverse split of its issued and outstanding shares of
Common Stock. The reverse stock split was approved by the Company's
shareholders on April 15, 1996. The reverse stock split became effective on
May 8, 1996 and the Exchange was completed as of May 9, 1996. Prior to the
Exchange, Amerx was wholly-owned by John C. Anderson.
During fiscal 1995, Mr. Anderson advanced $348,363 to the Company which
was used to fund operations and an investment in a certificate of deposit. The
certificate of deposit was pledged to guaranty a letter of credit which was
obtained by the Company in order to finance certain proposed inventory
purchases. The anticipated inventory purchases were not made, and the letter
of credit was not used. Effective July 1, 1995, Mr. Anderson converted
$117,500 of the advance plus accrued interest of $15,500 into paid in capital,
which was accounted for as part of the Exchange. The remainder of the advances
were repaid during fiscal 1996 following liquidation of the certificate of
deposit.
At June 30, 1996, the Company had issued a total of 1,355,000 shares of
its Preferred Stock to certain private investors. The Company's directors,
consisting of Messrs. Anderson, Wallack, Suggs and Crane, have purchased a
total of 297,000 shares of Preferred Stock at a price of $1 per share. Such
purchases were made on terms and conditions which were identical to the
purchases made by all other private investors.
ANNUAL REPORT
The Annual Report to Shareholders for the fiscal year ended June 30,
1997 is being sent to all shareholders with this Proxy Statement. The Annual
Report to Shareholders does not form any part of the material for the
solicitation of any Proxy. The Annual Report to Shareholders contains the
Company's Annual Report on Form 10-KSB for the year ended June 30, 1997 as
filed with the Securities and Exchange Commission. An additional copy, without
exhibits, is available without charge to any shareholder of the Company upon
written request to John C. Anderson, Procyon Corporation, 1150 Cleveland
Street, Suite 410, Clearwater, Florida 34615.
SHAREHOLDER PROPOSALS
Shareholders who intend to submit proposals for inclusion in the Proxy
Statement relating to the year ending June 30, 1998 must do so by sending the
proposal and supporting statements, if any, to the Company no later than June
30, 1998. Such proposals should be sent to the attention of the Corporate
Secretary, Procyon Corporation, 1150 Cleveland Street, Suite 410, Clearwater,
Florida 34615.
OTHER MATTERS
Except for the matters described herein, management does not intend to
present any matter for action at the Annual Meeting and knows of no matter to
be presented at such meeting that is a proper subject for action by the
shareholders. However, if any other matters should properly come before the
Annual Meeting, it is intended that votes will be cast pursuant to the
authority granted by the enclosed Proxy in accordance with the best judgment of
the person or person acting under the Proxy.
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<PAGE> 8
PROCYON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 15, 1997
KNOW ALL MEN BY THESE PRESENTS: that the undersigned shareholder of Procyon
Corporation (the "Company") hereby constitutes and appoints John C. Anderson
and Chester L. Wallack, or either of them, as attorneys and proxies, each with
the power to appoint his substitute, and hereby authorizes them to represent
and vote, as designated below, all of the shares of Common Stock or Preferred
Stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held November 15, 1997, and at any
and all adjournments thereof with respect to the matters set forth below and
described in the Notice of Annual Meeting of Shareholders and Proxy Statement
dated October 27, 1997, receipt of which is acknowledged.
1. TO CONSIDER AND ACT UPON A PROPOSAL TO ELECT MESSRS. JOHN C. ANDERSON,
CHESTER L. WALLACK, FRED W. SUGGS, JR., AND ALAN B. CRANE AS DIRECTORS
TO HOLD OFFICE FOR ONE-YEAR TERMS OR UNTIL THEIR SUCCESSORS ARE ELECTED
AND QUALIFIED.
[ ] FOR ELECTION OF ALL NOMINEES (except as shown below)
Instruction: To withhold authority to vote for any
individual nominee, strike through the
nominee's name below.
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
JOHN C. ANDERSON
CHESTER L. WALLACK
FRED W. SUGGS, JR.
ALAN B. CRANE
2. TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS AUDITORS OF THE
COMPANY.
[ ] FOR RATIFICATION
[ ] AGAINST RATIFICATION
[ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY AND ALL
ADJOURNMENTS THEREOF.
[ ] AUTHORIZED TO VOTE
[ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO INDICATION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEES LISTED AND FOR PROPOSALS 2 AND THE PROXY HOLDERS WILL
VOTE ON ANY PROPOSAL UNDER 3 IN THEIR DISCRETION AND IN THEIR BEST JUDGMENT.
Please mark, date, and sign exactly as your name appears on your stock
certificate. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated:
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Signature
Dated:
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Signature if held jointly
