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SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Section 240.14a-11(c) or Section
240.14a-12
ALPHAREL, 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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (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:
$125
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/X/ Fee paid previously with preliminary materials.
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/ / 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.:
SCHEDULE 14A
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3) Filing Party:
ALPHAREL, INC.
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4) Date Filed:
September 11, 1995
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ALPHAREL, INC.
9339 CARROLL PARK DRIVE
SAN DIEGO, CALIFORNIA 92121
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 24, 1996
A Special Meeting of Shareholders of Alpharel, Inc., a California
corporation (the "Company"), will be held at the Company's principal place of
business, 9339 Carroll Park Drive, San Diego, California at 2:00 p.m. on
Thursday, October 24, l996 for the following purposes:
1. To vote upon a proposal to amend the Company's Articles of
Incorporation to change the name of the Company to "Altris Software, Inc."
2. To vote upon a proposal to amend the Company's Articles of
Incorporation to effectuate a 1-for-2 reverse stock split of all
outstanding shares of Common Stock of the Company.
The Board of Directors has fixed the close of business on August 26, 1996
as the record date for the determination of shareholders entitled to receive
notice of, and to vote at, the Special Meeting and any adjournments or
postponements thereof, and only holders of record of Common Stock at the close
of business on that date will be entitled to receive notice of, and to vote at,
the Special Meeting.
The presence, in person or by proxy, of the holders of at least a majority
of all outstanding shares of the Company's Common Stock is required to
constitute a quorum for the transaction of business at the Special Meeting.
Accordingly, it is important that your shares be represented at the Special
Meeting whether or not you plan to attend. You may revoke the proxy at any time
prior to its exercise, provided that you comply with the procedures set forth in
the attached Proxy Statement. You are cordially invited to attend the meeting,
and you may vote in person even though you have returned your proxy.
WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. THIS WILL ENSURE THAT YOUR SHARES ARE VOTED IN
ACCORDANCE WITH YOUR WISHES AND THAT A QUORUM WILL BE PRESENT.
By Order of the Board of Directors:
John W. Low
Secretary
September 30, 1996
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ALPHAREL, INC.
9339 CARROLL PARK DRIVE
SAN DIEGO, CALIFORNIA 92121
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 24, 1996
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Alpharel, Inc. (the "Company") of proxies from holders
of the Company's common stock (the "Common Stock"), for use at a Special Meeting
of Shareholders to be held at the Company's principal place of business, 9339
Carroll Park Drive, San Diego, California at 2:00 p.m. on Thursday, October 24,
l996, or at any adjournments or postponements thereof, for the purposes set
forth herein and in the foregoing Notice. This Proxy Statement and the
accompanying proxy card (the "Proxy Card") are first being transmitted to
shareholders of the Company on or about September 30, 1996.
RECORD DATE AND VOTING
Each shareholder of record of Common Stock at the close of business on
August 26, 1996 is entitled to vote on all matters submitted to a vote of the
shareholders at the Special Meeting. At the close of business on August 26,
1996, there were 18,928,407 outstanding shares of the Common Stock of the
Company held of record by approximately 495 shareholders. The proposals to be
submitted to the shareholders at the Special Meeting to amend the Company's
Articles of Incorporation to change its name to "Altris Software, Inc." and to
effectuate a 1-for-2 reverse stock split, each require the affirmative vote of a
majority of the outstanding shares of Common Stock entitled to vote at the
Special Meeting. Generally, in all other matters, the affirmative vote of a
majority of shares of Common Stock represented and voting on a particular matter
(assuming such affirmative votes constitute a majority of the votes required for
a quorum of the shareholders) shall be the act of the shareholders. In general,
abstentions will have no effect on the outcome of the voting with respect to any
matter. As to certain matters, New York Stock Exchange and American Stock
Exchange rules generally require when shares are registered in street or nominee
name that their member brokers receive specific instructions from the beneficial
owners in order to vote on such a proposal. If a member broker indicates on the
proxy that such broker does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
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Holders of Common Stock have one vote for each share on all matters
submitted to the shareholders at the Special Meeting.
PROXY INFORMATION
Shares represented by properly executed proxies, if received in time and
not revoked or suspended, will be voted in accordance with the instructions
indicated thereon or, if no instructions are given for any or all of the
proposals, will be voted in favor of the proposal to amend the Company's
Articles of Incorporation to change the name of the Company and in favor of the
proposal to amend the Company's Articles of Incorporation to effect a 1-for-2
reverse stock split (the "Reverse Stock Split").
A shareholder giving a proxy has the power to revoke it at any time before
it is exercised by attending and voting at the Special Meeting or by filing with
the Secretary of the Company either a written notice of revocation or a duly
executed proxy bearing a later date.
SOLICITATION OF PROXIES
Proxies in the form of the enclosed Proxy Card are solicited by, or on
behalf of, the Board of Directors. The cost of this solicitation of proxies
will be borne by the Company. Solicitation will be made by mail, telephone or
telegram and personally by directors, officers and other employees of the
Company, but such persons will not receive compensation for such services over
and above their regular salaries. In addition, Chase/Mellon Shareholder
Services will assist the Company in the solicitation of proxies for a fee of
approximately $10,000. The Company will reimburse brokers, banks, custodians,
nominees and fiduciaries holding stock in their names or in the names of their
nominees for their reasonable charges and expenses in forwarding proxy material
to the beneficial owners of such stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as to shares of Common Stock of
the Company owned as of August 26, 1996, by (i) each person who, to the extent
known to the Company, beneficially owned more than 5% of such outstanding Common
Stock; (ii) each of the current directors of the Company, (iii) the Chief
Executive Officer and each other executive officer of the Company having
compensation of $100,000 or more and (iv) all directors and executive officers
as a group. Unless otherwise indicated in the footnotes following the table, the
persons as to whom the information is given have sole voting and investment
power over the shares shown as beneficially owned, subject to community property
laws where applicable
Number Percent of
Name Shares (1) Class (1)
- ---- ---------- -----------
Michael J. McGovern 799,550(2) 4.2%
Robert T. Bruce 294,500 1.5%
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Jay V. Tanna 56,250 *
D. Ross Hamilton 364,000 1.9%
Hugh J. Murphy (3) 0 *
Larry D. Unruh 8,594 *
Roger H. Erickson 179,500 *
John W. Low 188,500 *
Garrett W. Stowell 58,992 *
Steven P. Gardner (4) 26,500 *
All Current Directors and
Executive Officers as a Group (8 persons) 1,963,792 10.1%
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* Less than 1%
(1) Amounts and percentages include shares of Common Stock that may be
acquired within 60 days through the exercise of stock options. Such
stock included in the computation of beneficial ownership is 82,500
shares for Mr. Bruce, 122,500 shares for Mr. Erickson, 122,500 shares
for Mr. Low, 58,750 shares for Dr. Stowell, 15,000 shares for Mr.
Hamilton, 56,250 shares for Mr. Tanna and 480,000 for all current
directors and executive officers as a group.
(2) Does not include 113,000 shares held in trust for the benefit of Mr.
McGovern's adult children, as to which Mr. McGovern disclaims
beneficial ownership.
(3) Mr. Murphy became a director of the Company, effective on
September 5, 1996. He was appointed to fill a vacancy in the Board.
(4) Mr. Gardner resigned from the positions of President and Director of
the Company in April and May, 1996, respectively.
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has unanimously approved and adopted a resolution
amending Article I of the Company's Articles of Incorporation to change the name
of the Company to "Altris Software, Inc." (the "Name Change Amendment").
Article I of the Company's Articles of Incorporation, as amended by the Name
Change Amendment, is attached hereto as ANNEX I.
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EFFECT OF THE CHANGE OF NAME
The change of the corporate name will not in any way affect the validity or
transferability of stock certificates currently outstanding, the capital
structure of the Company, the rights or obligations of the Company with respect
to its existing contractual obligations, nor will it impact third parties'
obligations with respect to the Company. Similarly, it will not impact the
Company's ability to use its current tradename and trademarks.
If this proposal is adopted by the shareholders, the Board of Directors
will authorize the officers of the Company to file such amendment with the
California Secretary of State. In addition, notification of the name change
will be filed with the Securities and Exchange Commission and the National
Association of Securities Dealers. The Company has currently requested a new
trading symbol, which will be used upon the effectiveness of the name change,
and has reserved the symbol "ALTS"
VOTE REQUIRED FOR APPROVAL
The Board of Directors believes that it is in the best interests of the
Company and its shareholders to amend the Company's Articles of Incorporation to
change the Company's name to "Altris Software, Inc." and has directed that the
Name Change Amendment be submitted for shareholder approval. The affirmative
vote of a majority of the outstanding shares of Common Stock entitled to vote at
the Special Meeting will be required for approval of the proposal to change the
name of the Company. In the absence of approval, the name of the Company will
remain as "Alpharel, Inc."
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE NAME CHANGE AMENDMENT TO CHANGE THE NAME
OF THE COMPANY TO "ALTRIS SOFTWARE, INC."
When a proxy in the form of the Proxy Card enclosed with this Proxy
Statement is returned properly executed, unless marked to the contrary, such
proxy will be voted in favor of the change of the corporate name of the Company
as contemplated by the Name Change Amendment.
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
TO EFFECT A 1-FOR-2 REVERSE STOCK SPLIT
The Board of Directors has unanimously approved and adopted a resolution
amending Article III of the Company's Articles of Incorporation to effect the
Reverse Stock Split (the "Stock Split Amendment"). Article III of the Company's
Articles of Incorporation, as amended by the Stock Split Amendment, is set forth
in ANNEX I. The description which follows is qualified in its entirety by the
exact language of the Stock Split Amendment.
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The intent of the Reverse Stock Split is to reduce the number of shares of
Common Stock outstanding and to increase the marketability and liquidity of the
Common Stock. If the Reverse Stock Split is approved by the holders of the
Common Stock at the Special Meeting, the Reverse Stock Split will be effected
unless there is a subsequent determination by the Board of Directors that the
Reverse Stock Split is not in the best interests of the Company and its
shareholders. Although the Board of Directors believes as of the date of this
Proxy Statement that the Reverse Stock Split is advisable, the Reverse Stock
Split may be abandoned by the Board of Directors at any time before, during or
after the Special Meeting and prior to filing the proposed amendment to the
Articles of Incorporation, as set forth in ANNEX I to this Proxy Statement.
PURPOSES OF THE REVERSE STOCK SPLIT
The principal purpose of the Reverse Stock Split is to reduce the number
of shares of Common Stock outstanding. The Board of Directors believes that
the total number of shares currently outstanding is disproportionately large
relative to the Company's present market capitalization. The Board of
Directors believes that a decrease in the number of authorized and
outstanding shares of Common Stock, without any material alteration of the
proportionate economic interest in the Company held by individual
shareholders, may increase the trading price of the outstanding shares to a
price more appropriate for a security listed on the NASDAQ Stock Market's
National Market (the "NASDAQ National Market"), although no assurance can be
given that the market price of the Common Stock will rise in proportion to
the reduction in the number of outstanding shares resulting from the Reverse
Stock Split.
Additionally, the Board of Directors believes that the current per share
price of the Common Stock may limit the effective marketability of the Common
Stock because of the reluctance of many brokerage firms and institutional
investors to recommend lower-priced stocks to their clients or to hold them in
their own portfolios. Certain policies and practices of the securities industry
may tend to discourage individual brokers within those firms from dealing in
lower-priced stocks. Some of those policies and practices involve
time-consuming procedures that make the handling of lower-priced stocks
economically unattractive. The brokerage commission on a sale of a lower-priced
stock may also represent a higher percentage of the sale price than the
brokerage commission on a higher-priced issue. Any reduction in brokerage
commissions resulting from the Reverse Stock Split may be offset, however, in
whole or in part, by increased brokerage commissions required to be paid by
shareholders selling "odd lots" created by the Reverse Stock Split.
The Board of Directors believes that the decrease in the number of shares
of Common Stock outstanding as a consequence of the proposed Reverse Stock
Split and the resulting anticipated increased price level will encourage
greater interest in the Common Stock by the financial community and the
investment public and possibly promote greater liquidity for the holders of
the Common Stock. It is possible, however, that liquidity could be affected
adversely by the reduced number of shares outstanding after the Reverse Stock
Split. Although any increase in the market price of the Common Stock
resulting from the Reverse Stock Split may be proportionately less than the
decrease in the number of shares outstanding, the proposed Reverse Stock
Split could result in a market price for the shares that would be high enough
to overcome the reluctance,
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policies and practices of brokerage houses and investors referred to above and
to diminish the adverse impact of correspondingly high trading commissions on
the market for the shares.
There can be no assurances, however, that the foregoing effects will occur
or that the market price of the Common Stock immediately after implementation of
the proposed Reverse Stock Split will be maintained for any period of time, or
that such market price will approximate two times the market price before the
proposed Reverse Stock Split.
EFFECT OF THE REVERSE STOCK SPLIT
If the Reverse Stock Split is approved by the holders of Common Stock at
the Special Meeting, and unless there is a subsequent determination by the Board
of Directors that the Reverse Stock Split is not in the best interests of the
Company and its shareholders, an amendment to Article III of the Articles of
Incorporation, in the form set forth in ANNEX I hereto, would be filed with the
Secretary of State of the State of California on any date (the "Reverse Split
Date") selected by the Board of Directors on or prior to the Company's next
annual meeting of shareholders. The Reverse Stock Split would become effective
as of 5:00 p.m. on the date of such filing. Without any further action on the
part of the Company or the holders of the Common Stock, the shares of Common
Stock held by shareholders of record as of the Reverse Split Date would be
converted at 5:00 p.m. on the Reverse Split Date into the right to receive an
amount of whole shares of new Common Stock equal to the number of their shares
divided by two. The number of authorized shares of Common Stock would be
reduced from Forty Million (40,000,000) to Twenty Million (20,000,000).
Consummation of the Reverse Stock Split will have no material federal tax
consequences to shareholders.
Approval of the Reverse Stock Split would not affect any continuing
shareholder's percentage ownership interest in the Company or proportional
voting power, except for minor differences resulting from the payment in cash of
fractional shares. The shares of Common Stock which would be issued upon
approval of the Reverse Stock Split would be fully paid and nonassessable. The
voting rights and other privileges of the continuing holders of Common Stock
would not be affected substantially by adoption of the Reverse Stock Split or
subsequent implementation thereof.
The Common Stock is listed for trading on the NASDAQ National Market and
on the Record Date, August 26, 1996, the reported closing price of the Common
Stock was $5.125 per share. The number of record holders of the Common Stock
on the Record Date was approximately 495. The Company does not anticipate
that the Reverse Stock Split would result in a significant reduction in the
number of such holders, and does not currently intend to effect the Reverse
Stock Split if it would result in a reduction in the number of holders large
enough to jeopardize the Company's continued listing on the NASDAQ National
Market.
As of the Record Date, the number of issued and outstanding shares of
Common Stock was 18,928,407. Based upon the Company's best estimates, the
aggregate number of shares of Common Stock that would be issued and outstanding
as a result of the Reverse Stock Split
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would be 9,464,203, and 10,535,797 shares would be authorized and unissued,
assuming that no additional shares of Common Stock are issued by the Company
after the Record Date and without taking into consideration any reduction in the
number of outstanding shares resulting from the cashing out of fractional
shares.
EXCHANGE OF STOCK CERTIFICATES
If the Reverse Stock Split is consummated, as soon as practicable after
the Reverse Split Date the Company will send a letter of transmittal to each
shareholder of record on the Reverse Split Date for use in transmitting
certificates representing shares of Common Stock ("Old Certificates") to the
Company's transfer agent, Chase/Mellon Shareholder Services (the "Exchange
Agent"). The letter of transmittal will contain instructions for the
surrender of Old Certificates to the Exchange Agent in exchange for
certificates representing the appropriate number of whole shares of new
Common Stock. No new certificates will be issued to a shareholder until such
shareholder has surrendered all Old Certificates together with a properly
completed and executed letter of transmittal to the Exchange Agent.
Upon proper completion and execution of the letter of transmittal and
return thereof to the Exchange Agent, together with all Old Certificates,
shareholders will receive a new certificate or certificates representing the
number of whole shares of new Common Stock into which their shares of Common
Stock represented by the Old Certificates have been converted as a result of
the Reverse Stock Split. Until surrendered, outstanding Old Certificates
held by shareholders will be deemed for all purposes to represent the number
of whole shares of Common Stock to which such shareholders are entitled as a
result of the Reverse Stock Split. Shareholders should not send their Old
Certificates to the Exchange Agent until they have received the letter of
transmittal. Shares not presented for surrender as soon as practicable after
the letter of transmittal is sent shall be exchanged at the first time they
are presented for transfer.
Shareholders whose shares are held of record by their brokerage firm or
other nominees need not take any action to exchange such shares. The brokerage
firm or other nominee, as the record holder of such shares, will receive the
letter of transmittal and will be required to surrender the Old Certificates
representing such shares, together with the completed and executed letter of
transmittal, in order to receive new certificates.
No service charges will be payable by holders of shares of Common Stock in
connection with the exchange of certificates, all expenses of which will be
borne by the Company.
On the Effective Date, each share of the Common Stock issued and
outstanding immediately prior thereto (the "Old Common Stock"), will be
reclassified as and changed into the appropriate fraction of a share of the
Company's Common Stock (the "New Common Stock"), subject to the treatment of
fractional share interests described below. Shortly after the Effective Date,
the Company will send transmittal forms to the holders of the Old Common Stock
to be used in forwarding their certificates formerly representing Old Common
Stock for surrender and exchange for (i) certificates representing shares of New
Common Stock, and (ii) cash in lieu of any fraction of a share of New Common
Stock to which such holders would otherwise be entitled.
No certificates or scrip representing fractional share interests in the New
Common Stock will be issued, and no such fractional share interest will entitle
the holder thereof to vote, or to any rights of a shareholder of the Company.
In lieu of any such fractional share interest, each holder of Old Common Stock
who would otherwise be entitled to receive a fractional share of New Common
Stock will be paid cash upon surrender of certificates formerly representing Old
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Common Stock held by such holder in an amount equal to the product of such
fraction multiplied by the closing price of the Old Common Stock on the NASDAQ
National Market on the Effective Date (or in the event that the Common Stock is
not so traded on the Effective Date, such closing price on the next preceding
day on which such stock was traded on the NASDAQ National Market). The funds
required to purchase the fractional shares are available and will be paid from
the current cash reserves of the Company. The Company's shareholder list
indicates that a portion of the outstanding Common Stock is registered in the
names of clearing agencies and broker nominees. It is, therefore, not possible
to predict with certainty the number of fractional shares and the total amount
that the Company will be required to pay to redeem such shares. However, it is
not anticipated that the funds necessary to effect the cancellation of
fractional shares will be material.
FEDERAL INCOME TAX CONSEQUENCES
The following description of federal income tax consequences is based on
the Internal Revenue Code of 1986, as amended (the "Code"), the applicable
Treasury Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices as in effect on the date of this proxy
statement. The discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-resident
aliens, broker-dealers, or insurance companies). The summary does not discuss
any consequence of the Reverse Stock Split under any state, local or foreign tax
laws. Stockholders are urged to consult their own tax advisors to determine the
particular consequences to them.
The exchange of shares of Old Common Stock for shares of New Common Stock
will not result in recognition of gain or loss (except in the case of cash
received for fractional shares as described below). The holding period of the
shares of New Common Stock will include the stockholder's holding period for the
shares of Old Common Stock exchanged therefor, provided that the shares of Old
Common Stock were held as a capital asset. The total basis of the shares of New
Common Stock will be the same as the total basis of the shares of Old Common
Stock exchanged therefor, reduced by the basis allocable to the receipt of cash
in lieu of fractional shares described below.
The receipt by a stockholder of cash in lieu of fractional shares will be
treated as a sale of the fractional shares for cash. Such stockholder should
recognize gain or loss, as the case may be, measured by the difference
between the amount of cash received and the basis of his or her Old Common
Stock allocable to such fractional shares had they actually been issued.
Such gain or loss will be capital gain or loss if such stockholder's Old
Common Stock was held as a capital asset, and any such capital gain or loss
will generally be long-term capital gain or loss to the extent such
stockholder's holding period for his or her Old Common Stock exceeds twelve
months.
VOTE REQUIRED FOR APPROVAL
The Board of Directors believes that it is in the best interests of the
Company and its shareholders to amend the Company's Articles of Incorporation to
effect the Reverse Stock Split and has directed that the Stock Split Amendment
be submitted for shareholder approval. The
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affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote at the Special Meeting will be required for approval of the
proposal to effect the Reverse Stock Split. In the absence of approval, the
number of shares of Common Stock of the Company outstanding will remain as
described above.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE STOCK-SPLIT AMENDMENT TO EFFECT THE
REVERSE STOCK SPLIT.
When a proxy in the form of the Proxy Card enclosed with this Proxy
Statement is returned properly executed, unless marked to the contrary, such
proxy will be voted in favor of the Reverse Stock Split contemplated by the
Stock Split Amendment.
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ANNEX I
FORM OF AMENDMENTS TO ARTICLES OF INCORPORATION
A. AMENDMENT TO ARTICLE I
Article I of the Articles of Incorporation of this Corporation is amended
and restated to read in its entirety as follows:
"The name of the corporation is Altris Software, Inc."
B. Amendment to Article III
Article III of the Articles of Incorporation of this Corporation is amended
as follows:
(i) Amending the second sentence of Paragraph (a) thereof to read in
its entirety as follows:
"The total number of shares of all classes of stock that this
Corporation is authorized to issue is Twenty One Million (21,000,000),
consisting of Twenty Million (20,000,000) shares of Common Stock and
One Million (1,000,000) shares of Preferred Stock."
(ii) Adding the following Paragraph (c), which will be modified to
insert the date of filing in the blank:
"(c) REVERSE STOCK SPLIT. At 5:00 p.m., Pacific Standard Time, on
____________ ___, 1996, each two shares of Common Stock issued and
outstanding immediately prior thereto, automatically and without
any action on the part of the holder thereof, will be reclassified
and changed into one share of Common Stock.
A-1
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PROXY
ALPHAREL, INC.
9339 CARROLL PARK DRIVE
SAN DIEGO, CALIFORNIA 92121
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALPHAREL, INC.
The undersigned hereby appoints Jay V. Tanna and John W. Low, and each of
them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and vote as designated below, all the
shares of Common Stock of Alpharel, Inc., a California corporation (the
"Company"), held of record by the undersigned on August 26, 1996, at the Special
Meeting of Shareholders to be held on October 24, 1996 and any postponements or
adjournments thereof.
PLEASE DATE, SIGN ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE.
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TRIANGLE FOLD AND DETACH HERE TRIANGLE
<PAGE>
Please mark your votes as indicated in this example /X/
1. To approve the adoption of the amendment to the Company's Articles of
Incorporation to change the name of the Company to "Altris Software, Inc."
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS INDICATED; HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THE PROXIES WILL
VOTE THE SHARES FOR ADOPTION OF THE AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY AND FOR ADOPTION OF THE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO EFFECT THE 1-FOR-2
REVERSE STOCK SPLIT.
2. To approve the adoption of the amendment to the Company's Articles of
Incorporation to effectuate a 1-for-2 reverse stock split and decrease the
total number of authorized shares of the common stock of the Company from
40,000,000 to 20,000,000.
/ / FOR / / AGAINST / / ABSTAIN
Do you plan to attend the meeting? / / YES / / NO
Please sign exactly as your name appears on the stock certificate(s). When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. If a corporation, please sign in full corporate name by the president or
other authorized officer. If a partnership, please sign the partnership's name
by an authorized person.
DATED: , 1996
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- ----------------------------------------------
Signature
- ----------------------------------------------
Signature if held jointly
Please mark, sign, date and return the Proxy Card promptly using the enclosed
envelope.
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TRIANGLE FOLD AND DETACH HERE TRIANGLE
