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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
Xscribe Corporation
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(Name of Registrant as Specified in Its Charter)
Xscribe Corporation
------------------------------------------------
(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(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
[ ] 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.
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XSCRIBE CORPORATION
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6285 Nancy Ridge Drive
San Diego, California 92121
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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October 21, 1996
To: Xscribe Shareholders
A Special Meeting of Shareholders of XSCRIBE CORPORATION
(the "Company") will be held on Monday, October 21, 1996, at
1:00 p.m., local time, at the Company's headquarters, 6285 Nancy
Ridge Drive, San Diego, California, for the following purposes:
1. To approve an amendment to and restatement of the
Company's Amended and Restated Articles of Incorporation
in order to change the name of the Company from Xscribe
Corporation to Photomatrix, Inc.
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on
September 6, 1996, are entitled to receive notice of and vote
at the meeting and any adjournment thereof.
All shareholders are cordially invited to attend the
meeting in person. Regardless of whether you plan to attend the
meeting, please sign, date, and promptly return the enclosed
proxy in the accompanying envelope. Shareholders attending the
meeting may vote in person even if they have returned a proxy.
By Order of the Board of Directors
/s/ Bruce C. Myers
Bruce C. Myers
Secretary
San Diego, California
September 16, 1996
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XSCRIBE CORPORATION
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6285 Nancy Ridge Drive
San Diego, California 92121
PROXY STATEMENT
---------------
The accompanying proxy is solicited by and on behalf of
the Board of Directors of XSCRIBE CORPORATION ("Xscribe" or the
"Company") to be used at a Special Meeting of Shareholders to be
held on Monday, October 21, 1996, at 1:00 p.m., local time (the
"Meeting Date"), at the Company's headquarters, 6285 Nancy Ridge
Drive, San Diego, California, and any adjournment thereof. This
proxy statement and the accompanying proxy are being first mailed
to holders of Xscribe's common stock ("Common Stock") on or about
September 19, 1996.
Xscribe will bear the cost of the solicitation of proxies.
In addition, the Company may reimburse brokers, banks,
custodians, nominees and fiduciaries representing beneficial
owners of shares for their reasonable charges and expenses
incurred in forwarding proxies and proxy materials to the
beneficial owners of such Common Stock. Proxies may be solicited
by certain of the Company's directors, officers and regular
employees without additional compensation, personally or by
telephone, additional mailings or telegram.
The Company's principal offices are located at 6285 Nancy
Ridge Drive, San Diego, California 92121, and the Company's
telephone number is (619) 457-5091.
VOTING SECURITIES
-----------------
Shareholders of record as of the close of business on
September 6, 1996 (the "Record Date"), will be entitled to vote
at the Special Meeting. At the Record Date, 5,049,891 shares of
Common Stock were outstanding and entitled to vote. Each of the
5,049,891 shares entitled to vote is entitled to one vote on all
matters to come before the meeting. A majority of the shares
entitled to vote, represented in person or by proxy, will
constitute a quorum at the Special Meeting.
Abstentions will be counted for purposes of determining
whether a quorum is present at the meeting. Abstentions will
have the effect of a "no" vote due to the majority requirements
described below. Broker non-votes will not be counted for the
purpose of determining whether a quorum is present, and broker
non-votes will have the effect of "no" votes on the proposal.
Votes will be counted by the Company's proxy tabulators
and inspectors of election.
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Shareholders may revoke any proxy given pursuant to this
solicitation by delivering prior to the Special Meeting a written
notice of revocation or a duly-executed proxy bearing a later
date or by attending the meeting and voting in person. Shares
represented by a properly-executed and returned proxy will be
voted at the Special Meeting in accordance with any directions
noted on the proxy and, if no directions are indicated, the
shares represented by the proxy will be voted in favor of the
proposal set forth in the notice attached hereto.
BENEFICIAL OWNERSHIP OF COMPANY SECURITIES
------------------------------------------
The following table sets forth information as of
September 6, 1996, with respect to all shareholders known by the
Company to be the beneficial owner of more than five percent of
its outstanding Common Stock. Except as noted below, each
shareholder has sole voting and investment powers with respect
to the shares shown.
Name of Beneficial Number of Percent of
Owner or Group Shares Shares of
------------------ of Common Common Stock
Stock<F1> Outstanding<F1>
--------- ---------------
Sam Wyly<F2><F6> 112,108<F3> 2.22%
Charles J. Wyly, Jr.<F2><F6> 119,889<F4> 2.37%
Evan A. Wyly<F2><F6> 84,862 1.68%
Lorne House Trust<F2><F6> 1,054,002<F5> 20.87%
[FN]
<F1> Includes and reflects the ownership of common stock subject
to options exercisable within 60 days of September 6, 1996.
<F2> The address of Sam Wyly, Charles J. Wyly, Jr. and Evan Wyly
is 8080 North Central Expressway, Suite 1100, Dallas, Texas
75206. The address of Lorne House Trust Limited is Lorne
House, Castletown, Isle of Man, British Isles. Sam Wyly and
Charles J. Wyly, Jr., are brothers. Evan Wyly is a member
of the Board of Directors, the son of Sam Wyly and the
nephew of Charles J. Wyly, Jr. Donald R. Miller, the
son-in-law of Charles Wyly, is also a member of the Board of
Directors.
<F3> Includes 35,440 shares owned directly by Sam Wyly and 76,668
shares owned by family trusts of which Sam Wyly is trustee.
Does not include 665,478 shares beneficially owned by an
irrevocable trust established by Sam Wyly. Sam Wyly
disclaims beneficial ownership of the excluded shares.
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<F4> Includes 35,440 shares directly owned by Charles J.
Wyly, Jr. and 84,449 shares owned by family trusts of which
Charles J. Wyly, Jr. is trustee. Does not include 388,524
shares beneficially owned by an irrevocable trust
established by Charles J. Wyly, Jr. Charles J. Wyly, Jr.
disclaims beneficial ownership of the excluded shares.
<F5> These shares are beneficially owned by Lorne House Trust as
trustee of the Bulldog trust and the Pitkin trust,
irrevocable trusts established by Sam Wyly and Charles J.
Wyly, Jr., respectively. The record holders are Tensas,
Ltd. and Roaring Creek, Ltd., which are corporations wholly
owned by such trusts. Sam Wyly and Charles J. Wyly, Jr.
disclaim beneficial ownership of these shares.
<F6> Does not include the right to receive an aggregate of about
55,333 shares resulting from the expiration of certain stock
options assumed by Xscribe in the Photomatrix merger.
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
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The following table sets forth certain information as
of September 6, 1996 regarding the ownership of Xscribe common
stock by Directors and Executive Officers (excluding Jukka
Norokorpi who resigned as a Director effective August 20, 1996):
Name of Beneficial Shares of Percent of
Owner or Group Common Stock Shares of
------------------ Beneficially Common Stock
Owned<F1> Outstanding<F1>
------------ --------------
Suren G. Dutia
President, CEO and
Chairman of the Board<F2> 227,400 4.35%
Donald R. Miller, Director<F3> 7,500 <F*>
Patrick W. Moore, Director<F4> 26,667 <F*>
Bruce C. Myers
Chief Operating Officer, Chief
Financial Officer, Secretary<F5> 126,899 2.46%
Ira H. Sharp, Director<F6> 28,333 <F*>
John F. Staley, Director<F7> 40,333 <F*>
Evan A. Wyly, Director<F8> 84,862 1.68%
All directors and executive
officers as a group<F9> 541,994 9.99%
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<F1> Includes and reflects the ownership by the named director
or officer of shares of Common Stock subject to options
exercisable within 60 days of September 6, 1996.
<F2> Includes options to purchase 183,333 shares.
<F3> Includes options to purchase 7,500 shares.
<F4> Includes options to purchase 21,667 shares.
<F5> Includes options to purchase 108,333 shares.
<F6> Includes options to purchase 23,333 shares.
<F7> Includes options to purchase 25,000 shares.
<F8> Includes options to purchase 7,500 shares and excludes
shares owned or beneficially owned by other family members.
<F9> Includes options to purchase 376,666 shares.
<F*> less than 1%
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APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO EFFECT NAME CHANGE
--------------------------------------------------------------
The Company is asking shareholders to vote on a
proposal to amend and restate the Company's Amended and Restated
Articles of Incorporation (the Articles) in order to change the
name of the Company from Xscribe Corporation to Photomatrix, Inc.
The Board of Directors has unanimously approved such an amendment
to and restatement of the Articles, and a complete copy of the
proposed Amended and Restated Articles is attached to this Proxy
Statement as Appendix A.
The Company desires to change the name of the Company
from Xscribe Corporation because the Company has sold its court
reporting products business, because the name Xscribe has been
historically associated primarily with that court reporting
products business, and because the Company desires to
differentiate its remaining businesses from the court reporting
business. The Company desires to change the name of the Company
to Photomatrix, Inc. in order to take advantage of the goodwill
associated with the Photomatrix line of image capture products,
and because the Company believes that the Photomatrix business
offers the Company its best known opportunity for future growth.
The Company desires to reposition its focus on products for
growth markets, primarily on scanners and related image capture
products for the imaging marketplace.
If the proposed name change is adopted, the Company's
scanner and image capture business will continue under the trade
and corporate name Photomatrix Corporation, a wholly owned
subsidiary of the Company, and the Company will use the name
Photomatrix, Inc. in its communications with shareholders and the
investment community. Also if the name change is adopted, it is
anticipated that the Company's Common Stock will be traded under
the symbol "PHRX."
Upon consummation of the proposed name change, it will
not be necessary to surrender Xscribe Corporation stock
certificates. Instead, when certificates are presented for
transfer, new certificates bearing the name Photomatrix, Inc.
will be issued.
If any action, suit, proceeding or claim has been
instituted, made or threatened related to the proposed name
change, which would make effectuation of the proposed name change
inadvisable in the opinion of the Company's Board of Directors,
or if there exists any other circumstance which would make
effectuation of the proposed name change inadvisable in the
opinion of the Company's Board of Directors, the proposal to
amend and restate the Articles may be terminated by the Board of
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Directors either before or after approval of the name change by
the shareholders.
Approval of the amendment to and restatement of the
Articles to effect the name change requires the affirmative vote
of the holders of a majority of the outstanding shares of the
Company's common stock entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THIS PROPOSAL TO AMEND AND RESTATE THE COMPANY'S AMENDED
AND RESTATED ARTICLES OF INCORPORATION TO EFFECT A CHANGE IN THE
COMPANY'S NAME FROM XSCRIBE CORPORATION TO PHOTOMATRIX, INC.
SHAREHOLDER PROPOSALS
---------------------
Shareholders of the Company who intend to submit
proposals to the Company's shareholders at the next Annual
Meeting of Shareholders must submit such proposals to the Company
by no later than February 28, 1997. Shareholder proposals should
be submitted to Bruce C. Myers, Xscribe Corporation, 6285 Nancy
Ridge Drive, San Diego, California 92121.
OTHER BUSINESS
--------------
Xscribe knows of no other business to be submitted to
the meeting. If any other business properly comes before the
meeting or any adjournment thereof, the persons named as proxy
holders on the enclosed proxy card intend to vote the shares
represented in accordance with their best judgment in the
interest of the Company.
/s/ Bruce C. Myers
BRUCE C. MYERS
Secretary
September 16, 1996
San Diego, California
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P R O X Y
XSCRIBE CORPORATION
6285 Nancy Ridge Drive, San Diego, California 92121
THIS PROXY IS SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Suren G. Dutia and
Bruce C. Myers, or either of them, with unlimited power of
substitution, as Proxies to represent the undersigned at the
Special Meeting of Shareholders of XSCRIBE CORPORATION, to be
held on Monday, October 21, 1996, at 1:00 p.m., local time, at
the Company's headquarters, 6285 Nancy Ridge Drive, San Diego,
California, or at any adjournment or adjournments thereof, and to
vote, as directed on the reverse side of this proxy card, all
shares of common stock, which the undersigned would be entitled
to vote if then personally present.
In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting.
[X] Please mark your vote as in this example.
1. Approval of an Amendment to the Company's Amended and
Restated Articles of Incorporation to Effect Change of Company
Name to Photomatrix, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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 Proposal 1 except broker
nonvotes will not be counted.
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Signature(s)
Date
-----------------------------
-------------------------------------
Signature of Stockholder
Please sign exactly as your name
appears above. If stock is
registered in the name of two
persons, each should sign.
Executors, administrators,
trustee, guardian, attorneys,
and corporate officers should
show their full titles.
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APPENDIX A
CERTIFICATE OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
XSCRIBE CORPORATION,
a California corporation
Suren G. Dutia and Bruce C. Myers certify that:
1. They are the duly elected and acting President and
Secretary, respectively, of the corporation named above.
2. The Articles of Incorporation of the corporation
shall be amended and restated in full to read as follows:
ARTICLE I:
The name of the corporation is Photomatrix, Inc..
ARTICLE II:
The purpose of the corporation is to engage in any
lawful activity for which a corporation may be organized under
the General Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporation Code.
ARTICLE III:
The name and complete business address and the state of
the corporation's agent for service of process is Suren G. Dutia,
6285 Nancy Ridge Drive, San Diego, California 92121.
ARTICLE IV:
The Corporation is authorized to issue two classes of
shares of capital stock to be designated respectively Common
Stock and Preferred Stock. The number of shares of Common Stock
authorized is 30,000,000. The number of shares of Preferred
Stock authorized is 3,173,275. The Preferred Stock may be issued
in one or more series. The Board of Directors is authorized to
fix the number of any such series of Preferred Stock and to
determine the designation of any such series. The Board of
Directors is further authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock, and within
the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, to increase or decrease
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(but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent
to the issue of shares of that series.
ARTICLE V:
The liability of directors of the Corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law.
ARTICLE VI:
The Corporation is authorized to provide, whether by
bylaw, agreement or otherwise, indemnification of agents (as
defined in Section 317 of the General Corporation Law of
California) in excess of that expressly permitted by said
Section 317 for those agents of the Corporation for breach of
duty to the Corporation and its stockholders; provided, however,
that such provision may not provide for indemnification of any
agent for any acts or omissions or transactions from which a
director may not be relieved of liability as set forth in the
exception to paragraph (10) of subdivision (a) of Section 204 of
the General Corporation Law of California or as to circumstances
in which indemnity is expressly prohibited by said Section 317.
ARTICLE VII:
Any repeal or modification of Article V or Article VI
by the stockholders of the Corporation shall not adversely affect
any right or protection of an agent of the Corporation existing
at the time of such repeal or modification.
1. The foregoing Amended and Restated Articles and
this Certificate have been approved by the Board of Directors of
the Corporation.
2. The foregoing Amended and Restated Articles was
approved by the required vote of the shareholders of the
corporation entitled to vote in accordance with Sections 902 and
903 of the California Corporation Code. The total number of
outstanding shares of each class entitled to vote with respect to
the foregoing Amended and Restated Articles was 5,049,891 shares
of Common Stock; and the number of shares of Common Stock voting
in favor of the foregoing Amended and Restated Articles equaled
or exceeded the required majority vote of outstanding shares of
Common Stock voting as a class. No shares of Preferred Stock
were outstanding.
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WE FURTHER DECLARE under penalty of perjury and the
laws of this State of California that the matter set forth in
this Certificate are true and correct to the best of our
knowledge.
Dated: _________________, 1996
By ______________________ By _________________________
Suren G. Dutia, Bruce C. Myers,
President Secretary
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