<PAGE> 1
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 /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
S.O.I Industries, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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.
(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
- --------------------------------------------------------------------------------
/ / 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:
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<PAGE> 2
S.O.I. INDUSTRIES, INC.
16910 DALLAS PARKWAY, SUITE 100
DALLAS, TEXAS 75248
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
The Special Meeting of Stockholders of S.O.I. Industries, Inc. (the
"Company") will be held at the Company's offices at 16910 Dallas Parkway, Suite
100, Dallas, Texas 75248, on August 31, 1995 at 10:00 a.m., local time, for the
following purposes:
1. To approve a proposal to amend the Company's Certificate of
Incorporation to increase the authorized capital stock;
2. To approve a proposal to amend the Company's Certificate of
Incorporation to authorize a class of "blank check" preferred stock;
3. To approve alternative proposals to amend the Company's Certificate
of Incorporation to effect a one for two, one for four, one for six, one for
eight or one for ten reverse split of the Company's common stock; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on August 4, 1995 are
entitled to notice of and to vote at this Special Meeting of Stockholders or any
adjournment thereof. The stock transfer books of the Company will remain open.
We hope that you attend the Special Meeting in person, but in any event
you are urged to mark, date, sign and return your proxy in the enclosed
self-addressed envelope as soon as possible so that your shares may be voted in
accordance with your wishes. Any proxy given by a stockholder may be revoked by
that stockholder at any time prior to the voting of the proxy.
By Order of the Board of Directors,
Kevin B. Halter, Jr.
Secretary
Dallas, Texas
August 7, 1995
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSALS DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL
MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY.
<PAGE> 3
S.O.I. INDUSTRIES, INC.
16910 DALLAS PARKWAY, SUITE 100
DALLAS, TEXAS 75248
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
AUGUST 31, 1995
This Proxy Statement and the accompanying form of proxy are being
furnished to the stockholders of S.O.I. Industries, Inc. (the "Company") on or
about August 7, 1995 in connection with the solicitation of proxies by the Board
of Directors of the Company for use at the Special Meeting of Stockholders (the
"Special Meeting") to be held on August 31, 1995 at 10:00 a.m., local time, at
the Company's offices at 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248,
and any adjournment thereof.
The matters to be considered and acted upon at the Special Meeting are
described in the foregoing Notice of Special Meeting and this Proxy Statement.
This Proxy Statement and the related form of proxy are being mailed on or about
August 7, 1995 to all stockholders of record on August 4, 1995. Shares of the
Company's common stock, par value $.000025 (the "Common Stock"), represented by
proxies will be voted as described in this Proxy Statement or as otherwise
specified by a stockholder. With respect to the proposals contained in this
Proxy Statement, a stockholder may, by checking the appropriate box on the
proxy: (i) vote "FOR" the proposal; (ii) vote "AGAINST" the proposal; or (iii)
"ABSTAIN" from voting on the proposal.
THE PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS OF THE COMPANY
BENEFICIALLY OWN APPROXIMATELY 51% OF THE ISSUED AND OUTSTANDING COMMON STOCK
AND HAVE ADVISED THE COMPANY OF THEIR INTENTION TO VOTE SUCH SHARES IN FAVOR OF
THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
Any stockholder who executes and delivers a proxy may revoke it at any
time prior to its use by (i) giving written notice of revocation to the
Secretary of the Company, (ii) executing and delivering a proxy bearing a later
date or (iii) appearing at the Special Meeting and voting in person.
The Company will bear the expense of preparing, printing, and mailing
the proxy solicitation material and the form of proxy. Brokerage houses,
nominees, custodians and fiduciaries will be requested to forward material to
beneficial owners of Common Stock held of record by them, and the Company will
reimburse such persons for their reasonable expenses in doing so. In addition,
directors, officers and employees of the Company and its subsidiaries may
solicit proxies by telephone, telegram or in person.
If the proxy in the accompanying form is properly executed and not
revoked, the shares represented by the proxy will be voted in accordance with
the instructions thereon. If no instructions are given on the matters to be
acted upon, the shares represented by the proxy will be voted for the proposals
contained in this Proxy Statement, and in the discretion of the proxyholders on
any business as may properly come before the Special Meeting or any adjournment
thereof.
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
2
<PAGE> 4
VOTING RIGHTS
Only holders of record of outstanding shares of Common Stock of the
Company at the close of business on August 4, 1995 are entitled to one vote for
each share held on all matters coming before the Special Meeting. There were
approximately 14,010,828 shares of Common Stock outstanding and entitled to vote
on July 12, 1995.
METHOD OF VOTING
Approval of the proposals contained in this Proxy Statement will
require the affirmative vote of the holders of the majority of the shares of
Common Stock entitled to vote and represented at the Special Meeting in person
or by proxy. Abstentions will have the effect of a vote against a proposal.
Non-votes will have no effect on the voting of any of the proposals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 12, 1995
with regard to the beneficial ownership of Common Stock by (i) each person known
to the Company to be the beneficial owner of 5% or more of its outstanding
Common Stock, (ii) by the officers, directors and key employees of the Company
individually and (iii) by the officers and directors as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED PERCENT
------------------ -------
<S> <C> <C>
Halter Capital Corporation 3,918,100 28
16910 Dallas Parkway
Suite 100
Dallas, Texas 75248
Digital Communications 3,066,678(1) 23
Technology Corporation
3941 SW 47th Avenue
Ft. Lauderdale, FL 33314
Kevin B. Halter 4,018,100(2)(3) 29
Sanford M. Whitman 12,285 (6)
Kevin B. Halter, Jr. 4,018,100(2)(3) 29
DeWayne Davis 750,000(4) 5.7
Gary C. Evans 144,312(5) (6)
Charles Acton 1,455 (6)
All directors and officers as 4,183,295 30
a group (6 persons)
</TABLE>
(1) The Company owns approximately 48% of the issued and outstanding
common stock of Digital Communications Technology Corporation.
(2) Kevin B. Halter and Kevin B. Halter Jr. serve as directors and
officers of Halter Capital Corporation
3
<PAGE> 5
("HCC") and as a result may each be deemed to be the beneficial owner of the
3,918,100 shares of Common Stock beneficially owned by HCC. However, pursuant
to Rule 16a-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), they expressly disclaim that they are the beneficial
owner, for purposes of Section 16 of the Exchange Act, of any such stock, other
than those shares in which they have an economic interest.
(3) This number includes 100,000 shares of Common Stock subject to an
option which is currently exercisable.
(4) This number includes 550,000 shares held by Mr. Davis (a former
director and officer of the Company) and 200,000 shares held in a trust for the
benefit of his children established on August 1, 1988, with Sharon Davis, wife
of Mr. Davis, serving as Trustee. Pursuant to Rule 16a-3 promulgated under the
Exchange Act, Mr. Davis expressly disclaims that he is the beneficial owner,
for purposes of Section 16 of the Exchange Act, of any of the 200,000 shares
held in trust, other than those in which he has an economic interest.
(5) This number includes 9,177 shares of Common Stock held by Mr. Evans
and 135,135 shares of Common Stock held by Evans Equity L.L.P., in which Mr.
Evans is a member.
(6) Less than 1%.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED CAPITAL STOCK
The Company's Certificate of Incorporation currently provides for
20,000,000 shares of Common Stock, par value $.000025. The Board of Directors
has adopted a resolution approving an amendment to the Company's Certificate of
Incorporation to increase the authorized shares of Common Stock from 20,000,000
to 50,000,000 shares. The form of such amendment is set forth on Exhibit A
hereto.
At July 12, 1995, 15,683,265 shares of Common Stock were issued and
outstanding or were reserved for issuance under the Company's existing
compensation plans, leaving a balance of 4,316,735 shares of Common Stock
available for other purposes.
The Company has not made any decision respecting the issuance of
additional shares of Common Stock. However, management believes that it is in
the best interests of the Company to increase the number of authorized shares of
Common Stock at this time, because, in its opinion, it is important that
management have available to it the means and flexibility to take advantage of
any opportunities that may occur without incurring the expense or delay involved
with holding a special meeting of stockholders to increase the authorized number
of shares. Some or all of such additional shares would be available for issuance
in the event that the Company acquired a business for consideration which was
payable in whole or in part in shares of Common Stock. Further authorization for
the issuance of such Common Stock by a vote of stockholders would not be
solicited prior to such issuance unless otherwise required by law. In the event
shares of such Common Stock were issued (other than pursuant to a stock split or
stock dividend), the percentage ownership of the Company of each stockholder
would be proportionately reduced. No other rights of stockholders would be
affected. Stockholders have no pre-emptive rights to subscribe for or purchase
any additional shares issued by the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO AUTHORIZE A CLASS OF BLANK CHECK PREFERRED STOCK
4
<PAGE> 6
The Board of Directors has adopted a resolution approving an amendment
to the Company's Certificate of Incorporation to authorize a class of preferred
stock commonly known as "blank check" preferred stock. The form of such
amendment is set forth on Exhibit A hereto.
The amended Certificate of Incorporation will authorize 10,000,000
shares of preferred stock, par value $.01 per share (the "Preferred Stock"). The
amended Certificate of Incorporation will provide that Preferred Stock may be
issued in one or more series as may be determined from time to time by the Board
of Directors. All shares of any one series of Preferred Stock will be identical
except as to the date of issue and dates from which dividends on shares of the
series issued on different dates will cumulate, if cumulative. The amended
Certificate of Incorporation will grant the Board of Directors the power to
authorize the issuance of one or more series of Preferred Stock, and to fix by
resolution or resolutions providing for the issue of each such series the voting
powers (but no greater than one vote per share), designations, preferences, and
relative, participating, optional, redemption, conversion, exchange or other
special rights, qualifications, limitations or restrictions of such series, and
the number of shares in each series, to the full extent now or hereafter
permitted by law.
While it is not contemplated that any shares of Preferred Stock will be
issued by the Company in the foreseeable future, the Company believes that this
class of securities will provide greater flexibility for financing of the
Company's activities in the future. Since no Preferred Stock has been issued,
and the issuance of the same is not currently contemplated, it is not possible
to know whether such Preferred Stock, if ever issued, would have preference
over the holders of Common Stock in the distribution of any assets in the event
of a liquidation.
The existence of authorized and unissued Preferred Stock may enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy contest
or otherwise. For example, if in the due exercise of its fiduciary obligations,
the Board of Directors were to determine that a takeover proposal is not in the
Company's best interests, the Board of Directors could cause shares of Preferred
Stock to be issued without stockholder approval in one or more private offerings
or other transactions that might dilute the voting or other rights of the
proposed acquirer or insurgent stockholder or stockholder group or create a
substantial voting block in institutional or other hands that might undertake to
support the position of the incumbent Board of Directors. In this regard, the
amended Certificate of Incorporation will grant the Board of Directors broad
power to establish the designations, powers, preferences and rights of each
series of Preferred Stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
ALTERNATIVE PROPOSALS TO AMEND THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECT A REVERSE SPLIT OF
THE COMPANY'S COMMON STOCK
The Board of Directors has adopted a resolution approving alternative
proposals to amend the Company's Certificate of Incorporation to effect either a
one for two, one for four, one for six, one for eight or one for ten reverse
split of the Common Stock (collectively, the "Reverse Splits"). Such amendments
are set forth on Exhibit A hereto.
Assuming stockholder approval of this proposal, the Board of Directors
will have the authority to effect one of the Reverse Splits without further
stockholder action if it determines that to do so would be in the best interests
of the Company and the stockholders at that time. The Board of Directors will
select, in its discretion, the Reverse Split that it believes will most likely
result in greater marketability of the Common Stock. The Board of Directors
believes that the discretion to select any Reverse Split, given the changing
market price of the Common Stock, will enhance its ability to make the most
beneficial selection.
5
<PAGE> 7
REASONS FOR A REVERSE SPLIT
The purpose of effecting a Reverse Split is to increase the
marketability of, and investor interest in, the Common Stock. The Board of
Directors believes that a decrease in the number of shares of Common Stock
outstanding resulting from a Reverse Split may increase the market price of the
Common Stock and anticipates that an increased market price will encourage
investor interest in the Common Stock. Although the Company does not believe
that it has experienced significant problems in the marketability of its Common
Stock, the Board of Directors believes that the current market price of the
Common Stock (the closing price of the Common Stock on the American Stock
Exchange as of July 12, 1995 was $1.00 per share) may limit the marketability of
the Common Stock due to 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. The Company believes that such reluctance is due in part
to certain common policies and practices in the securities industry that may
discourage individual broker-dealers within certain brokerage firms from dealing
in lower-priced stocks by making trading lower-priced stocks time-consuming and
therefore less economically attractive. In addition, the policies of many
brokerage firms generally do not allow investors to margin stock with a market
value of less than $5.00 per share. The Board of Directors anticipates that a
Reverse Split will increase the likelihood of the Common Stock being marginable.
There can, however, be no assurances that the foregoing effects will occur or be
maintained for any period of time.
EFFECT OF A REVERSE SPLIT
A Reverse Split will be effected by an amendment to the Certificate of
Incorporation in one of the forms set forth on Exhibit A hereto. Such amendment,
assuming approval by the stockholders at the Special Meeting, will be filed with
the Secretary of State of Delaware. Without any further action on the part of
the Company or the stockholders, such Reverse Split will become effective on the
date (the "Effective Date") of such filing.
The effects of each proposed Reverse Split on the holders of Common
Stock are described below.
If the Board of Directors selects the proposal to effect a one for two
Reverse Split, (i) holders of record of fewer than two shares of Common Stock on
the Effective Date will have their shares automatically converted in the Reverse
Split into the right to receive one full share in lieu of any fractional share,
and (ii) holders of record of two or more shares of Common Stock on the
Effective Date will have their shares automatically converted in the Reverse
Split into the number of whole shares equal to the number of their shares
divided by two and the right to receive one full share in lieu of any fractional
share.
If the Board of Directors selects the proposal to effect a one for four
Reverse Split, (i) holders of record of fewer than four shares of Common Stock
on the Effective Date will have their shares automatically converted in the
Reverse Split into the right to receive one full share in lieu of any fractional
share, and (ii) holders of record of four or more shares of Common Stock on the
Effective Date will have their shares automatically converted in the Reverse
Split into the number of whole shares equal to the number of their shares
divided by four and the right to receive one full share in lieu of any
fractional share.
If the Board of Directors selects the proposal to effect a one for six
Reverse Split, (i) holders of record of fewer than six shares of Common Stock on
the Effective Date will have their shares automatically converted in the Reverse
Split into the right to receive one full share in lieu of any fractional share,
and (ii) holders of record of six or more shares of Common Stock on the
Effective Date will have their shares automatically converted in the Reverse
Split into the number of whole shares equal to the number of their shares
divided by six and the right to receive one full share in lieu of any fractional
share.
6
<PAGE> 8
If the Board of Directors selects the proposal to effect a one for
eight Reverse Split, (i) holders of record of fewer than eight shares of Common
Stock on the Effective Date will have their shares automatically converted in
the Reverse Split into the right to receive one full share in lieu of any
fractional share, and (ii) holders of record of eight or more shares of Common
Stock on the Effective Date will have their shares automatically converted in
the Reverse Split into the number of whole shares equal to the number of their
shares divided by eight and the right to receive one full share in lieu of any
fractional share.
If the Board of Directors selects the proposal to effect a one for ten
Reverse Split, (i) holders of record of fewer than ten shares of Common Stock on
the Effective Date will have their shares automatically converted in the Reverse
Split into the right to receive one full share in lieu of any fractional share,
and (ii) holders of record of ten or more shares of Common Stock on the
Effective Date will have their shares automatically converted in the Reverse
Split into the number of whole shares equal to the number of their shares
divided by ten and the right to receive one full share in lieu of any fractional
share.
Assuming approval of the proposal to approve an amendment to the
Company's Certificate of Incorporation to increase the authorized Common Stock,
the Company will have 50,000,000 shares of authorized Common Stock. As of July
12, 1995, the number of issued and outstanding shares of Common Stock was
14,010,828. Based upon the Company's best estimates, the following table sets
forth the number of issued and outstanding shares of Common Stock that will
result from each proposed Reverse Split:
<TABLE>
<CAPTION>
COMMON STOCK AUTHORIZED AND UNISSUED
REVERSE SPLIT OUTSTANDING COMMON STOCK
------------- ------------ -----------------------
<S> <C> <C>
One for Two 7,005,433 42,994,567
One for Four 3,502,726 46,497,274
One for Six 2,335,410 47,664,590
One for Eight 1,751,507 48,248,493
One for Ten 1,401,117 48,598,883
</TABLE>
Proportionate voting rights and other rights of stockholders will not
be altered by any Reverse Split, with the exception of stockholders who receive
a full share of Common Stock in lieu of a fractional share.
The Board desires to effect a Reverse Split without changing the
capital accounts of the Company. The proportionate adjustment to the par value
of the Common Stock will prevent any such changes resulting from a Reverse
Split.
EXCHANGE OF STOCK CERTIFICATES
As soon as practicable after the Effective Date, the Company will send
letters of transmittal to all stockholders of record on the Effective Date for
use in transmitting stock certificates to Securities Transfer Corporation, the
Company's transfer agent. Upon proper completion and execution of the letter of
transmittal and return thereof to Securities Transfer Corporation, together with
old certificates, each stockholder of record will receive new certificates
representing the number of whole shares of Common Stock into which their shares
of Common Stock have been converted as a result of a Reverse Split.
FEDERAL INCOME TAX CONSEQUENCES
7
<PAGE> 9
The Company believes that none of the proposed Reverse Splits will
result in taxable income, gain, or loss to be recognized by the Company or its
stockholders under the Internal Revenue Code of 1986, as amended (the "Code") as
a result of the exchange of shares of such Reverse Split. However, if a
stockholder receives a whole share in lieu of a fractional share, the
stockholder may realize a taxable gain based on the value of the additional
fraction of a share received.
THE SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR
GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO STOCKHOLDERS WHO ARE
SUBJECT TO SPECIAL TREATMENT UNDER THE CODE. ALL STOCKHOLDERS SHOULD CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THIS TRANSACTION
TO THEM, INCLUDING THE APPLICABILITY OF STATE, LOCAL AND FOREIGN TAX LAWS.
GENERAL
Stockholders must approve this entire proposal to effect any Reverse
Split. If approved by the stockholders, the Board of Directors will have the
authority to select one Reverse Split on any date prior to the Company's next
Annual Meeting of Stockholders.
The remaining Reverse Splits would be abandoned by the Board of
Directors without further action by the stockholders. If no Reverse Split is
effected by the Company's next Annual Meeting of Stockholders, the Board of
Directors will abandon this proposal. In addition, this proposal may be
abandoned by the Board or Directors at any time before or after the Special
Meeting and prior to the Effective Date if for any reason the Board of Directors
deems it advisable to do so. Stockholders have no right to dissent from the any
of the proposed Reverse Splits under Delaware law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated
above which are to be brought before the meeting. However, if any such other
matters should be presented for consideration and voting, it is the intention of
the persons named in the proxy to vote thereon in accordance with their
judgment.
By Order of the Board of Directors,
Kevin B. Halter, Jr.
Secretary
August 7, 1995
8
<PAGE> 10
EXHIBIT A
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED CAPITAL STOCK
The first part of the first sentence of Article V of the Company's
Certificate of Incorporation will be amended to read as follows:
"The total number of shares of stock which the Corporation shall have
the authority to issue is 50,000,000 shares of Common Stock, with par
value of $.000025, all of the same class...."
It should be noted that the par value of the Common Stock will be
proportionately adjusted in the event of one of the Reverse Splits set forth
below.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO AUTHORIZE A
CLASS OF BLANK CHECK PREFERRED STOCK
The second part of the first sentence of Article V of the Company's
Certificate of Incorporation will be added as follows:
"... and 10,000,000 shares of Preferred Stock, with par value of $.01.
The second paragraph of Article V of the Company's Certificate of
Incorporation will be added as follows:
"Preferred Stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of
any one series of Preferred Stock will be identical except as to the
date of issue and the dates from which dividends on shares of the
series issued on different dates will cumulate, if cumulative.
Authority is hereby expressly granted to the Board of Directors to
authorize the issuance of one or more series of Preferred Stock, and to
fix by resolution or resolutions providing for the issue of each such
series the voting powers (but no greater than one vote per share),
designations, preferences, and relative, participating, optional,
redemption, conversion, exchange or other special rights,
qualifications, limitations or restrictions of such series, and the
number of shares in each series, to the full extent now or hereafter
permitted by law."
ALTERNATIVE PROPOSALS TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE SPLIT OF THE COMPANY'S COMMON STOCK
The following two sentences will be added to the first paragraph of
Article V of the Company's Certificate of Incorporation:
Assuming a One for Two Reverse Split
"The total number of shares of stock which the Corporation shall have
the authority to issue is 50,000,000 shares of Common Stock, with par
value of $.00005, all of the same class and 10,000,000 shares of
Preferred Stock, with par value of $.01. Each one share of the
Corporation's Common Stock issued and outstanding immediately prior to
the effective date of this amendment shall be and hereby is
automatically changed without further action into 1/2 of a fully paid
and nonassessable share of the Corporation's Common Stock, provided
that no fractional shares shall be issued pursuant to such change. The
Corporation shall issue to each stockholder who would otherwise be
entitled to a fractional share as a result of such change one full
share of the Corporation's Common Stock."
<PAGE> 11
Assuming a One for Four Reverse Split
"The total number of shares of stock which the Corporation shall have
the authority to issue is 50,000,000 shares of Common Stock, with par
value of $.0001, all of the same class and 10,000,000 shares of
Preferred Stock, with par value of $.01. Each one share of the
Corporation's Common Stock issued and outstanding immediately prior to
the effective date of this amendment shall be and hereby is
automatically changed without further action into 1/4 of a fully paid
and nonassessable share of the Corporation's Common Stock, provided
that no fractional shares shall be issued pursuant to such change. The
Corporation shall issue to each stockholder who would otherwise be
entitled to a fractional share as a result of such change one full
share of the Corporation's Common Stock."
Assuming a One for Six Reverse Split
"The total number of shares of stock which the Corporation shall have
the authority to issue is 50,000,000 shares of Common Stock, with par
value of $.00015, all of the same class and 10,000,000 shares of
Preferred Stock, with par value of $.01. Each one share of the
Corporation's Common Stock issued and outstanding immediately prior to
the effective date of this amendment shall be and hereby is
automatically changed without further action into 1/6 of a fully paid
and nonassessable share of the Corporation's Common Stock, provided
that no fractional shares shall be issued pursuant to such change. The
Corporation shall issue to each stockholder who would otherwise be
entitled to a fractional share as a result of such change one full
share of the Corporation's Common Stock."
Assuming a One for Eight Reverse Split
"The total number of shares of stock which the Corporation shall have
the authority to issue is 50,000,000 shares of Common Stock, with par
value of $.0002, all of the same class and 10,000,000 shares of
Preferred Stock, with par value of $.01. Each one share of the
Corporation's Common Stock issued and outstanding immediately prior to
the effective date of this amendment shall be and hereby is
automatically changed without further action into 1/8 of a fully paid
and nonassessable share of the Corporation's Common Stock, provided
that no fractional shares shall be issued pursuant to such change. The
Corporation shall issue to each stockholder who would otherwise be
entitled to a fractional share as a result of such change one full
share of the Corporation's Common Stock."
Assuming a One for Ten Reverse Split
"The total number of shares of stock which the Corporation shall have
the authority to issue is 50,000,000 shares of Common Stock, with par
value of $.00025, all of the same class and 10,000,000 shares of
Preferred Stock, with par value of $.01. Each one share of the
Corporation's Common Stock issued and outstanding immediately prior to
the effective date of this amendment shall be and hereby is
automatically changed without further action into 1/10 of a fully paid
and nonassessable share of the Corporation's Common Stock, provided
that no fractional shares shall be issued pursuant to such change. The
Corporation shall issue to each stockholder who would otherwise be
entitled to a fractional share as a result of such change one full
share of the Corporation's Common Stock."
It should be noted that these forms of amendment assume stockholder
approval of the other two proposals contained in the Proxy Statement.
2
<PAGE> 12
S.O.I. INDUSTRIES, INC.
16910 DALLAS PARKWAY, SUITE 100, DALLAS, TEXAS 75248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kevin B. Halter as proxy with power of
substitution to vote all shares of S.O.I. Industries, Inc. (the "Company") which
the undersigned is entitled to vote at the Special Meeting of Stockholders on
August 31, 1995, at the Company's offices at 16910 Dallas Parkway, Suite 100,
Dallas, Texas at 10:00 a.m., or any adjournment thereof, with all the powers the
undersigned would have if personally present as specified, respecting the
following matters described in the accompanying Proxy Statement and, in his
discretion, on other matters which come before the meeting.
1. To approve a proposal to amend the Company's Certificate of
Incorporation to increase the authorized capital stock;
/ / FOR / / AGAINST / / ABSTAIN
2. To approve a proposal to amend the Company's Certificate of
Incorporation to authorize a class of "blank check" preferred stock;
/ / FOR / / AGAINST / / ABSTAIN
3. To approve alternative proposals to amend the Company's Certificate
of Incorporation to effect a one for two, one for four, one for six, one for
eight or one for ten reverse split of the Company's common stock; and
/ / FOR / / AGAINST / / ABSTAIN
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
This proxy will be voted in accordance with stockholder specifications.
Unless directed to the contrary, this proxy will be voted FOR Items 1 through 3.
A majority (or if only one, then that one) of the proxies or substitutes acting
at the meeting may exercise the powers conferred herein. Receipt of accompanying
Notice of Meeting and Proxy Statement is hereby acknowledged.
Date: ___________, 1995 _________________________________
(Signature)
_________________________________
_________________________________
(Please print your name)
(PLEASE SIGN NAME AS FULLY AND EXACTLY AS IT APPEARS OPPOSITE. When
signing in a fiduciary or representative capacity, please give full title as
such. When more than one owner, each owner should sign. Proxies executed by a
corporation should be signed in full corporate name by duly authorized officer.)
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY AT THE ADDRESS STATED
ABOVE.
