SCHEDULE 14A
Information Required in Proxy Statement
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
Belmac Corporation
(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.
(a) Title of each class of securities to
which transaction applies:
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(b) Aggregate number of securities to
which transaction applies:
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(c) Per unit price or other underlying
value of transaction computed pursu-
ant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing
fee is calculated and state how it
was determined):
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(d) Proposed maximum aggregate value of
transaction:
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(e) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(a) Amount Previously Paid:
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(b) Form, Schedule or Registration
Statement No.:
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(c) Filing Party:
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(d) Date Filed:
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Preliminary Copy
BELMAC CORPORATION
One Urban Centre
Suite 550
4830 West Kennedy Boulevard
Tampa, Florida 33609
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
December 8, 1995
Tampa, Florida
November 9, 1995
To the Stockholders of
Belmac Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of
Stockholders (the "Meeting") of BELMAC CORPORATION, a Florida
corporation (the "Company"), will be held on Friday, December 8,
1995 at 11:00 a.m. New York time at The Downtown Athletic Club, 19
West Street, New York, New York 10004, for the purpose of
considering and acting upon the following matters:
(1) A proposal to amend the Company's Articles of
Incorporation to increase the number of its authorized
shares of Common Stock, $.02 par value, from 5,000,000
to 20,000,000 shares;
(2) A proposal to amend the Company's Articles of
Incorporation to change its name to Drexel
Pharmaceuticals, Inc.; and
(3) The transaction of such other business as may
properly be brought before the Meeting or any
adjournment or postponement thereof.
The Board of Directors has fixed the close of business
on November 6, 1995 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting.
You are cordially invited to attend the Meeting.
Whether or not it is your intention to attend the Meeting, you are
urged to complete, sign and date the enclosed form of proxy, and
return it promptly in the enclosed reply envelope. No postage is
required if mailed in the United States. Returning your proxy
does not deprive you of your right to attend the Meeting and to
vote your shares in person. This solicitation is being made on
behalf of the Company's Board of Directors.
By Order of the Board of Directors
/s/ Michael D. Price
MICHAEL D. PRICE
Secretary
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Preliminary Copy
BELMAC CORPORATION
One Urban Centre
Suite 550
4830 West Kennedy Boulevard
Tampa, Florida 33609
PROXY STATEMENT
For Special Meeting of Stockholders
December 8, 1995
This Proxy Statement, to be mailed to stockholders on or
about November 9, 1995, is furnished in connection with the
solicitation by the Board of Directors of Belmac Corporation, a
Florida corporation (the "Company"), of proxies in the
accompanying form ("Proxy" or "Proxies") for use at the Special
Meeting of Stockholders of the Company to be held on December 8,
1995 at 11:00 a.m. New York time at The Downtown Athletic Club, 19
West Street, New York, New York 10004 and at any adjournments or
postponements thereof (the "Meeting").
All Proxies received will be voted in accordance with
the specifications made thereon or, in the absence of any
specification, for the proposals to amend the Company's Articles
of Incorporation to increase the number of shares of its common
stock, $.02 par value ("Common Stock"), authorized for issuance to
20,000,000 shares and to amend the Company's Articles of
Incorporation to change its name to Drexel Pharmaceuticals, Inc.
Any Proxy given pursuant to this solicitation may be revoked by
the person giving it any time prior to the exercise of the powers
conferred thereby by notice in writing to Michael D. Price,
Secretary of the Company, One Urban Centre, Suite 550, 4830 West
Kennedy Blvd., Tampa, Florida 33609.
Only holders of record of the Company's issued and
outstanding Common Stock as of the close of business on November
6, 1995 will be entitled to notice of, and to vote at, the Meeting
or any adjournments thereof for which a new record date is not
fixed. As of the close of business on such date, there were
issued and outstanding 2,977,918 shares of the Company's Common
Stock, each of which is entitled to one vote upon each matter to
be voted upon at the Meeting. The holders of a majority of the
shares entitled to vote at the Meeting will constitute a quorum
for the transaction of business. Proxies submitted which contain
abstentions or broker non-votes will be deemed present at the
Meeting in determining the presence of a quorum. The affirmative
vote of the holders of a majority of the shares of the Company's
Common Stock cast at the Meeting at which a quorum is present will
be required to approve the amendments to the Company's Articles of
Incorporation. Shares of Common Stock that are voted to abstain
and shares which are subject to broker non-votes with respect to
any matter will not be considered cast with respect to that
matter.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of October
20, 1995 as to (i) each person (including any "group" as that term
is used in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended) who is known to the Company to be the beneficial
owner of more than five percent of the Company's Common Stock, its
only class of voting securities, and (ii) the shares of the
Company's Common Stock beneficially owned by all executive
officers and directors of the Company as a group. Unless
otherwise indicated, the information in this Proxy Statement has
been adjusted to give retroactive effect to a one-for-ten reverse
stock split of the Company's Common Stock effected on July 25,
1995.
<TABLE>
<S> <C> <C>
Amount and
Nature of
Name and Address of Beneficial Precent of
Beneficial Owner: Ownership (1) Class
Shulmit Pritziker 453,020(2) 14.07%
50 Broad Street
New York, New York 10004
Ilya Margulis 427,300(3) 13.98%
50 Broad Street
New York, New York 10004
Light Associates 200,594(4) 6.74%
1031 Rosewood Way
Alameda, California 94501
Susquehanna Capital Group 158,346(5) 5.11%
42 Read's Way
New Castle, Delaware 19720
All current executive 51,615(6) 1.71%
officers and directors
as a group (6 persons)
</TABLE>
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(1) Except as otherwise indicated, all shares are beneficially
owned, and sole investment and voting power is held, by the
owners named.
(2) Includes 240,904 shares of Common Stock which Shulmit
Pritziker will have the right to acquire, upon listing of the
underlying shares by the American Stock Exchange, pursuant
to stock purchase warrants.
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(3) Includes 79,100 shares of Common Stock which Ilya Margulis
will have the right to acquire, upon listing of the
underlying shares by the American Stock Exchange, pursuant to
stock purchase warrants.
(4) As reported in the Light Associates Schedule 13-D (Amendment
No. 4) dated January 20, 1995.
(5) Includes 123,846 shares of Common Stock which Susquehanna
Capital Group has the right to acquire pursuant to presently
exercisable stock purchase warrants and 34,500 shares of
Common Stock which the Company believes continue to be
beneficially owned by Susquehanna Capital Group.
(6) Includes 46,850 shares of Common Stock which certain of the
current executive officers and directors have the right to
acquire pursuant to presently exercisable stock options.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding
beneficial ownership of the Company's Common Stock as of October
20, 1995 as to (i) each director of the Company, (ii) each
individual who served as chief executive officer and all other
executive officers of the Company during the year ended December
31, 1994 whose compensation exceeded $100,000, and (iii) all
current executive officers and directors as a group.
<TABLE>
<S> <C> <C>
Amount and
Nature of
Beneficial Percent of
Name of Beneficial Owner: Ownership (1) Class
James R. Murphy, Chairman of 2,587(2) *
the Board, President, Chief
Executive Officer and Director
Robert M. Stote, M.D. 31,700(3) 1.05%
Senior Vice President, Chief
Science Officer and Director
Michael D. Price 10,403(4) *
Vice President, Chief
Financial Officer, Treasurer,
Secretary and Director
Randolph W. Arnegger 1,013(5) *
Director
Charles L. Bolling 4,800(6) *
Director
Doris E. Wardell 1,112(7) *
Director
Donald E. Boultbee 66 *
Former President, Former Chief
Executive Officer and Former Director
Ranald Stewart, Jr. 62,175(8) 2.06%
Former Chairman of the Board, Former
Chief Executive Officer and Former Director
All current executive officers
and Directors as a group (6 persons)51,615(9) 1.71%
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_________________________________
* Less than one percent
(1) Except as otherwise indicated, all shares are
beneficially owned, and sole investment and voting power
is held, by the persons named.
(2) Includes 2,000 shares of Common Stock which Mr. Murphy
has the right to acquire pursuant to presently
exercisable stock options.
(3) Includes 50 shares of Common Stock owned by Dr. Stote's
son as to which Dr. Stote disclaims beneficial
ownership. Also includes 31,250 shares of Common Stock
which Dr. Stote has the right to acquire pursuant to
presently exercisable stock options.
(4) Includes 101 shares of Common Stock owned by Mr. Price's
sons as to which Mr. Price disclaims beneficial
ownership. Also includes 10,000 shares of Common Stock
which Mr. Price has the right to acquire pursuant to
presently exercisable stock options.
(5) Includes 6,000 shares of Common Stock which Mr. Arnegger
has the right to acquire pursuant to presently
exercisable stock options.
(6) Includes 100 shares of Common Stock owned by Mr.
Bolling's wife as to which Mr. Bolling disclaims
beneficial ownership. Includes 4,000 shares of Common
Stock which Mr. Bolling has the right to acquire
pursuant to presently exercisable stock options.
(7) Includes 1,000 shares of Common Stock which Mrs. Wardell
has the right to acquire pursuant to presently
exercisable stock options.
(8) Includes 4,775 shares of Common Stock owned by Mr.
Stewart's wife, as to which Mr. Stewart disclaims
beneficial ownership. Also includes 45,200 shares of
Common Stock which Mr. Stewart has the right to acquire
pursuant to presently exercisable stock options and
6,000 shares of Common Stock granted to Mr. Stewart
which will be issued upon listing of such shares with
the American Stock Exchange.
(9) Includes 46,850 shares of Common Stock which certain of
such executive officers and directors have the right to
acquire pursuant to presently exercisable stock options.
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PROPOSAL TO AMEND
THE COMPANY'S ARTICLES OF INCORPORATION
On October 18, 1995, the Board of Directors adopted a
resolution approving a proposal to amend Article III of the
Company's Articles of Incorporation in order to increase the
number of shares of Common Stock which the Company is authorized
to issue from 5,000,000 to 20,000,000. The Board of Directors
determined that such amendment is advisable and directed that the
proposed amendment be considered at the Meeting. The amendment
will not affect the number of shares of Preferred Stock
authorized, which is 2,000,000 shares of Preferred Stock, par
value $1.00 per share.
Purposes and Effects of Increasing the Number of Authorized Shares
of Common Stock
The proposed amendment will increase the number of
shares of Common Stock which the Company is authorized to issue
from 5,000,000 to 20,000,000. The additional 15,000,000 shares
will be a part of the existing class of Common Stock, and if and
when issued, will have the same rights and privileges as the
shares of Common Stock presently issued and outstanding. The
holders of Common Stock of the Company are not entitled to
preemptive rights.
The Company intends to conduct a public offering of
units consisting of its 12% Convertible Debentures and warrants to
purchase shares of its Common Stock for cash if this proposal is
approved and the Company has filed with the Securities and
Exchange Commission a Registration Statement whereby 8,000,000 of
such shares are to be registered for issuance upon conversion of
the 12% Convertible Debentures and upon exercise of the warrants.
The net proceeds of the public offering are expected to be
approximately $5,100,000, $500,000 or 9.8% of which will be
applied to capital refurbishment of certain manufacturing
facilities, $750,000 or 14.7% of which will be applied to research
and development, $1,000,000 or 19.6% of which will be applied to
repayment of accounts payable, $1,770,000 or 34.7% of which will
be used to retire outstanding convertible debentures, and the
remaining $1,080,000 or 21.1% of which will be used for working
capital and/or potential acquisitions.
The Company has no other present plans, understandings,
or agreements for the issuance or use of the proposed additional
shares of Common Stock. However, the Board of Directors believes
that the proposed increase is desirable so that, as the need may
arise, the Company will have more financial flexibility and be
able to issue shares of Common Stock, without the delay of a
special shareholders' meeting, in connection with possible
additional equity financings, future opportunities for expanding
the business through acquisitions or investments, and management
incentive and employee benefit plans. The Company is engaged in
efforts to identify businesses which are complementary to the
Company's business and which enhance stockholder value as
acquisition targets. There can be no assurance that acquisition
opportunities will be available or that the Company will have
sufficient resources to consummate any such acquisition.
The authority of the Board of Directors to issue Common
Stock could also potentially be used to discourage attempts by
others to obtain control of the Company through
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merger, tender offer, proxy contest or otherwise by making such
attempts more difficult or costly to achieve.
If the proposed amendment is adopted there will be
approximately 7,842,890 authorized shares that are not
outstanding, reserved for issuance or held in the treasury of the
Company. As of October 20, 1995 the Company had 2,979,101 shares
of Common Stock issued, of which 1,183 were held in the treasury
of the Company, and 9,179,192 are reserved for issuance upon
exercise or conversion of certain rights.
No Dissenter's Rights
Under Florida law, stockholders are not entitled to
dissenter's rights with respect to the proposed amendment.
Vote Required
The affirmative vote of the holders of a majority of the
shares of the Company's Common Stock cast at the Meeting at which
a quorum is present will be required to approve the amendment to
the Company's Articles of Incorporation. Abstentions and broker
non-votes are not deemed to be cast at the Meeting and,
accordingly, the percentage of affirmative votes required for
approval does not need to take into account any abstentions or
broker non-votes.
The Company's Board of Directors recommends a vote FOR
this proposal.
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PROPOSAL TO CHANGE THE COMPANY'S NAME
The Board of Directors of the Company has unanimously
approved a change of the Company' s name to "Drexel
Pharmaceuticals, Inc." The Board of Directors believes the change
to Drexel Pharmaceuticals, Inc. offers definitive advantages. The
Board of Directors of the Company believes that a new name will
enhance the success of marketing in the highly competitive
pharmaceutical industry.
If the proposed amendment is adopted by the
stockholders, it is planned that Articles of Amendment to the
Company's Articles of Incorporation will be filed to effect the
name change as promptly as practicable.
After the proposed name change becomes effective it will
NOT be necessary for stockholders to surrender their present
Belmac Corporation stock certificates.
No Dissenter's Rights
Under Florida law, stockholders are not entitled to
dissenter's rights with respect to the proposed amendment.
Vote Required
The affirmative vote of the holders of a majority of the
shares of the Company's Common Stock cast at the Meeting at which
a quorum is present will be required to approve the amendment to
the Company's Articles of Incorporation. Abstentions and broker
non-votes are not deemed to be cast at the Meeting and,
accordingly, the percentage of affirmative votes required for
approval does not need to take into account any abstentions or
broker non-votes.
The Company's Board of Directors recommends a vote FOR
this proposal.
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MISCELLANEOUS
Stockholder Proposals
From time to time stockholders may present proposals for
consideration at a meeting which may be proper subjects for
inclusion in the proxy statement and form of proxy related to that
meeting. Stockholder proposals intended to be included in the
Company's proxy statement and form of proxy relating to the
Company's 1996 Annual Meeting of Stockholders must be received by
the Company at its principal offices, One Urban Centre, Suite 550,
4830 West Kennedy Boulevard, Tampa, Florida 33609 by December 26,
1995. Any such proposals, as well as any questions relating
thereto, should be directed to the Secretary of the Company at
such address.
Additional Information
The cost of solicitation of Proxies, including the cost
of reimbursing banks, brokers and other nominees for forwarding
proxy solicitation material to the beneficial owners of shares
held of record by them and seeking instructions from such
beneficial owners, will be borne by the Company. The Company has
engaged Chemical Mellon Shareholder Services of New York
("Chemical") to solicit proxies and has agreed to pay Chemical a
fee of $7,000 plus their accountable expenses in connection with
this solicitation. Proxies may be also solicited without extra
compensation by certain officers and regular employees of the
Company. Proxies may be solicited by mail, and if determined to
be necessary, by telephone, telegraph or personal interview.
Other Matters
Management does not intend to bring before the Meeting
any matters other than those specifically described above and
knows of no matter other than the foregoing to come before the
Meeting. If any other matters or motions properly come before the
Meeting, it is the intention of the persons named in the
accompanying Proxy to vote such Proxy in accordance with their
judgment on such matters or motions, including any matters dealing
with the conduct of the Meeting.
By Order of the Board of Directors
/s/ Michael D. Price
MICHAEL D. PRICE
Secretary
Tampa, Florida
November 9, 1995
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Preliminary Copy
BELMAC CORPORATION
SPECIAL MEETING OF STOCKHOLDERS - DECEMBER 8, 1995
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, as proxies
for the undersigned, James R. Murphy, Dr. Robert M. Stote and
Michael D. Price and each of them, with full power of
substitution, to vote all shares of Common Stock of the
undersigned in Belmac Corporation (the "Company") at the Special
Meeting of Stockholders of the Company to be held at The Downtown
Athletic Club, 19 West Street, New York, New York 10004 on
December 8, 1995, at 11:00 o'clock A.M., local time (the receipt
of Notice of which meeting and the Proxy Statement accompanying
the same being hereby acknowledged by the undersigned), or at any
adjournments thereof, upon the matters described in the Notice of
Special Meeting and Proxy Statement and upon such other business
as may properly come before such meeting or any adjournments
thereof, hereby revoking any proxies heretofore given.
Each properly executed proxy will be voted in
accordance with the specifications made on the reverse side
hereof. If no specifications are made, the shares represented by
this proxy will be voted "FOR" the approval of the amendments to
the Company's Articles of Incorporation increasing the number of
shares of Common Stock, $.02 par value, authorized for issuance
from 5,000,000 to 20,000,000 shares of Common Stock and to change
the Company's name to Drexel Pharmaceuticals, Inc.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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Please mark boxes X In blue or black ink.
---
Approval of an amendment to the Company's Articles of
Incorporation increasing the number of shares of Common Stock,
$.02 par value, authorized for issuance from 5,000,000 to
20,000,000 shares of Common Stock.
FOR __ AGAINST __ ABSTAIN __
Approval of an amendment to the Company's Articles of
Incorporation changing the Company's name to Drexel
Pharmaceuticals, Inc.
FOR __ AGAINST __ ABSTAIN __
NOTE: Please date and sign your
name or names exactly as set forth
hereon. If signing as attorney,
executor, administrator, trustee or
guardian, please indicate the
capacity in which you are acting.
Proxies by corporations should be
signed by a duly authorized officer
and should bear the corporate seal.
Dated: __________________________, 1995
_____________________________________
_____________________________________
Signature of Stockholder(s)
_____________________________________
Print Name(s)
Please Sign and Return the Proxy Promptly in the Enclosed
Envelope.
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</TABLE>
