Preliminary Proxy Dated April 18, 2000
SPARTA SURGICAL CORPORATION
Olsen Centre, 2100 Meridian Park Blvd.
Concord, California 94520
PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2000
To the shareholders of Sparta Surgical Corporation:
A Special Meeting of the shareholders of Sparta Surgical Corporation (the
"Company") will be held at the Company's executive offices, Olsen Centre, 2100
Meridian Park Blvd., Concord, California 94520, at 10:00A.M. on May 19, 2000, or
at any adjournment or postponement thereof for the following purposes:
1. To amend the Company's Certificate of Incorporation in order to
increase its authorized number of shares of common stock from
8,000,000 shares to 25,000,000 shares.
2. To transact such other business as may properly come before the
meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of business
on April 14, 2000 will be entitled to notice of and to vote at such meeting or
at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas F. Reiner
--------------------
Thomas F. Reiner
Chairman, CEO and President
April 18, 2000
<PAGE>
PROXY STATEMENT
SPARTA SURGICAL CORPORATION
Olsen Centre, 2100 Meridian Park Blvd.
Concord, California 94520
Telephone: (925) 825-8151
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sparta Surgical Corporation (the
"Company"), a Delaware corporation, of $.002 par value common stock to be voted
at a Special Meeting of Shareholders of the Company ("Special Meeting") to be
held at 10:00 A.M. on May 19,2000, or at any adjournment or postponement
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of proxy will be first mailed or given to all shareholders of the Company
on or about April 28, 2000. The shares represented by all proxies that are
properly executed and submitted will be voted at the meeting in accordance with
the instructions indicated thereon. Unless otherwise directed, votes will be
cast for the proposal to increase the authorized shares of common stock. The
holders of a majority of the shares represented at the Special Meeting in person
or by proxy will be required to approve this matter.
Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Special Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on April 14, 2000 has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Special
Meeting. On the record date, there were outstanding 8,302,094 shares of common
stock, each share of which entitles the holder thereof to one vote.
A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting.
<PAGE>
PROPOSAL TO INCREASE AUTHORIZED SHARES
The Company seeks approval to amend its Certificate of Incorporation in
order to increase its authorized shares of $.002 par value common stock from
8,000,000 shares to 25,000,000 shares. There are currently 8,302,094 shares
outstanding. The Company anticipates that additional shares may be needed in
connection with the Company's business needs, opportunities to raise capital and
potential acquisition activities. However, at this time, the Company has not
entered into any negotiations, understandings or agreements in connection with
any acquisition which would require the use of any of the proposed additional
authorized shares.
Stockholders should note that certain disadvantages may result from the
adoption of this proposal. After the proposed amendment to the Certificate of
Incorporation is effected, there would be a greater number of shares of common
stock available for issuance by the Company, and individual stockholders could
therefore experience a significant reduction in the stockholder's relative
percentage interest in the Company with respect to earnings per share, voting,
liquidation value and book and market value per share if the additional
authorized shares are issued.
The availability for issuance of additional shares of the Company's common
stock would also enable the Board to render more difficult or discourage an
attempt to obtain control of the Company. For example, the issuance of shares in
a public or private sale, merger or similar transaction would increase the
number of outstanding shares, thereby possibly diluting the interest of a party
attempting to obtain control of the Company.
Each additional share of common stock authorized by the amendment to the
Certificate of Incorporation would have the same rights and privileges as each
share of common stock currently authorized or outstanding.
The Board of Directors recommends a vote in favor of the proposal.
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented to the Special Meeting, nor has it been advised that other persons
will present any such matters. However, if other matters properly come before
the meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Thomas F. Reiner
--------------------
Thomas F. Reiner
Chairman, CEO and President
April 28, 2000
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
SPARTA SURGICAL CORPORATION
TO BE HELD MAY 19, 2000
The undersigned hereby appoints Thomas F. Reiner as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of common
stock of Sparta Surgical Corporation held of record by the undersigned on April
14, 2000, at the Special Meeting of Shareholders to be held May 19, 2000, or any
adjournment or postponement thereof.
1. To amend the Company's Certificate of Incorporation in order to increase the
authorized number of shares of the Company's common stock from 8,000,000 shares
to 25,000,000 shares.
___ FOR ___ AGAINST ___ ABSTAIN
2. In his discretion, the Proxy is authorized to vote upon any matters which may
properly come before the Special Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE INCREASE IN THE
AUTHORIZED SHARES SET FORTH ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. 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: -------------------------------
- ------------------------------- Signature
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. -------------------------------
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING OF
SHAREHOLDERS. _____
