SCHEDULE 14A
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 Commission Only (as permitted by Rule
14a-6(e)(2))
[ ]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MENTORTECH INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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 is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
. . . . . . . . . . . .
<PAGE>
DRAFT - 1/13/98
MENTORTECH INC.
462 Seventh Avenue
New York, New York 10018
Telephone: (212) 736-5870
January 26, 1998
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend a
Special Meeting of the Stockholders of Mentortech Inc. (the "Company"). The
Special Meeting will be held at 10:00 a.m., on February 26, 1998, at the
offices of the Company, 462 Seventh Avenue, 4th Floor, New York, New York. We
hope that you will be able to attend the meeting.
The matter expected to be acted upon at the meeting is described in the
attached Notice of Special Meeting and Proxy Statement. During the meeting,
stockholders who are present at the meeting will have the opportunity to ask
questions.
It is important that your views be represented at the Special Meeting
whether or not you are able to be present. Please complete, sign and date the
enclosed proxy card and promptly return it to us in the postpaid envelope also
enclosed.
Sincerely,
/s/Roy Machnes
Chairman and Chief Executive Officer
<PAGE>
MENTORTECH INC.
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
February 26, 1998
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New York, New York
January 26, 1998
A Special Meeting of Stockholders of Mentortech Inc., a Delaware
corporation (the "Company"), will be held at the offices of the Company, 462
Seventh Avenue, 4th Floor, New York, New York, on Thursday, February 26, 1998 at
10:00 a.m., to consider and act upon a proposal to amend the Company's
Certificate of Incorporation to (i) effect a reverse stock split of the
outstanding shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock") in which each eight shares of outstanding Common Stock would be
combined into one share of new Common Stock, par value $.01 per share and (ii)
reduce the number of authorized shares of Common Stock from 45,000,000 to
20,000,000 shares.
Only those holders of record of Common Stock as of the close of business on
January 26, 1998, will be entitled to notice of, and to vote at, the Special
Meeting and any adjournments or postponements thereof. All stockholders of the
Company are cordially invited to attend the Special Meeting.
By order of the Board of Directors,
/s/Terry I. Steinberg
Secretary
YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL
MEETING. PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
<PAGE>
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
February 26, 1998
This Proxy Statement is being furnished to the stockholders of Mentortech
Inc., a Delaware corporation (the "Company"), in connection with the Special
Meeting of Stockholders (the "Special Meeting") to be held at 10:00 a.m., on
Thursday, February 26, 1998, at the offices of the Company, 462 Seventh Avenue,
4th Floor, New York, New York, and at any adjournment thereof. The Mentortech
Inc. Board of Directors is soliciting proxies to be voted at the Special
Meeting.
This Proxy Statement and Notice of Special Meeting, and the proxy card are
expected to be sent to stockholders on or about January 27, 1998.
Proxy Procedure
Only stockholders of record at the close of business on January 26, 1998
(the "Record Date"), are entitled to notice of and to vote in person or by proxy
at the Special Meeting. The presence at the Special Meeting, in person or by
proxy, of the holders of Common Stock entitled to vote a majority of the maximum
number of votes which may be cast at the Special Meeting will constitute a
quorum for the transaction of any business.
The proposal to effect a reverse stock split requires the affirmative vote
of a majority of the vote represented by all shares of Common Stock outstanding
on the Record Date. Stockholders who do not vote or who vote to abstain will in
effect be voting against that proposal. When a proxy card is returned properly
signed and dated, the shares represented thereby will be voted in accordance
with the instructions marked on the proxy card. If a stockholder does not return
a signed proxy card or does not attend the Special Meeting and vote in person,
his or her shares will not be voted. If a stockholder attends the Special
Meeting, he or she may vote by ballot.
Stockholders are urged to mark the box on the enclosed proxy card to
indicate how their shares are to be voted. If a stockholder returns a signed and
dated proxy card but does not mark the box, the shares represented by that proxy
card will be voted for the proposal to effect the reverse stock split. A
stockholder may revoke his or her proxy at any time before it is voted by: (i)
giving notice in writing to the Secretary of the Company, (ii) granting a proxy
bearing a later date; or (iii) appearing in person and voting at the Special
Meeting.
Cost of Solicitation
The cost of soliciting proxies in the enclosed form will be borne by the
Company. Proxies may be solicited by telephone or other means by directors,
officers or regular employees of the Company, who will not be specially
compensated thereto. The Company will reimburse brokerage houses and other
custodians, nominees and fiduciaries for their expenses in accordance with the
regulations of the Securities and Exchange Commission ("Commission") concerning
the forwarding of proxies and proxy material to the beneficial owners of stock.
<PAGE>
Quorum and Voting
The outstanding voting stock of the Company as of the Record Date consisted
of 27,569,403 shares of Common Stock, par value $.01 per share (the "Common
Stock"). Management of the Company has been advised that Mashov Computers
Marketing Ltd. ("Mashov") presently intends to vote its 16,660,171 shares of
Common Stock in favor of the proposal herein, thereby assuring the passage of
such proposal.
Principal Stockholders
The following table sets forth certain information as of the Record Date
regarding each person known by the Company to beneficially own, as of the Record
Date, more than five percent of the Company's Common Stock.
<TABLE>
<CAPTION>
Name and Address Nature and Amount of Percent of
of Beneficial Owner Beneficial Ownership(1) Class (1)
- ------------------- ----------------------- ---------
<S> <C> <C>
Mashov Computers Marketing Ltd. (2)
5 HaPlada Street
Or-Yehuda, Israel 60218............................ 17,716,534 shares (3) 61.9%
Elron Electronic Industries Ltd.
Advanced Technology Center
P.O. Box 1573
Haifa, Israel 31015................................. 2,030,405 shares (4) 7.2%
Special Situations Group (5)
153 East 53rd Street
New York, New York 10017........................... 1,970,557 shares (6) 7.0%
</TABLE>
______________
(1) Calculated pursuant to Rule 13d-3 promulgated under the Exchange Act.
Accordingly, with respect to each particular beneficial owner, the number
of shares gives effect to the deemed exercise of such owner's options and
warrants (which are currently exercisable or exercisable within 60 days).
Except as otherwise disclosed in the footnotes below, the shares listed in
this column for a person named in this table are directly held by such
person, with sole voting and dispositive power.
(2) Mashov Computers Ltd., which company is located at the same address as
Mashov, may be deemed the beneficial owner of the shares registered in the
name of Mashov, which is its 80% owned subsidiary.
(3) Includes 1,056,363 shares of Common Stock issuable upon exercise of
warrants having an exercise price of $1.10 per share.
(4) Includes 180,000 shares of Common Stock issuable upon exercise of warrants
having an exercise price of $1.10 per share.
(5) Special Situations Fund III, L.P., (455,191 shares held) Special Situations
Private Equity Fund, L.P., (909,090 shares held) and Special Situations
Cayman Fund, L.P. (151,731 shares held) are affiliated entities managed
through investment advisers principally owned by Austin W. Marxe and David
Greenhouse, each of whom, according to a Schedule 13D filed with the
Securities and Exchange Commission on December 10, 1997, possesses sole
voting and dispositive power over the shares beneficially owned by the
Special Situations entities.
(6) Includes 454,545 shares of Common Stock issuable upon exercise of warrants
held by Special Situation Private Equity Fund III, L.P. having an exercise
price of $1.10 per share.
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<PAGE>
The following table sets forth certain information as of the Record Date
regarding the beneficial ownership of the Company's Common Stock by each
executive officer and director, and by the Company's executive officers and
Directors as a group:
<TABLE>
<CAPTION>
Nature and Amount of Percent of
Name Beneficial Ownership(1) Class(1)
- ----- ----------------------- --------
<S> <C> <C>
David Assia (2)(3)(4)................................... -- *
Jack Dunietz (2)(3)(4).................................. -- *
Martin Kahn (3)(5)..................................... 40,000 *
Roy Machnes (2)(3)(4)................................... 113,334 (6) *
Elan Penn (2)(3)(4)..................................... 66,667 (7) *
Terry Steinberg (3)..................................... 365,458 (8) 1.3
All Executive Officers and Directors as a
group (6 persons)....................................... 585,459 (9) 2.1%
</TABLE>
______________
(1) Calculated pursuant to Rule 13d-3 promulgated under the Exchange Act.
Accordingly, with respect to each particular beneficial owner, the number
of shares gives effect to the deemed exercise of such owner's options and
warrants (which are currently exercisable or exercisable within 60 days).
Except as otherwise disclosed in the footnotes below, the shares listed in
this column for a person named in this table are directly held by such
person, with sole voting and dispositive power.
(2) Address is c/o Mentortech Inc., 462 Seventh Avenue, New York, New York
10018.
(3) Serves as a Director of Mentortech Inc.
(4) Messrs. Assia, Dunietz and Penn are directors, Mr. Machnes is the Chairman
of the Board and Mr. Penn is the Chief Executive Officer of Mashov.
(5) Address is c/o Cadence Information Associates LLC, 767 Fifth Avenue, New
York, New York.
(6) Includes 108,334 shares issuable upon exercise of currently exercisable
options.
(7) Shares issuable upon exercise of currently exercisable options.
(8) Includes 80,000 shares issuable upon exercise of currently exercisable
options.
(9) Includes 255,001 shares issuable upon exercise of currently exercisable
options.
* Less than 1%.
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
EFFECT AN EIGHT TO ONE REVERSE SPLIT OF COMMON STOCK
Introduction
The Board of Directors believes that it would be in the best interests of
the Company and its stockholders to adopt an amendment to the Company's
Certificate of Incorporation (the "Reverse Split Amendment"), which will effect
a reverse stock split (the "Reverse Split") of: (i) one new share of Common
Stock for each eight issued and outstanding shares of Common Stock and reduce
the
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<PAGE>
number of shares of Common Stock authorized for issuance from 45,000,00 to
20,000,000. The authorized number of shares of Preferred Stock, of which none is
outstanding, will remain at 5,000,000.
Following the effectuation of the Reverse Split and the filing with the
Secretary of State of Delaware of the Reverse Split Amendment (the "Effective
Date"), the Board will notify the stockholders that the Reverse Split has been
effected. The full text of the Reverse Split Amendment is set forth in the
proposed Certificate of Amendment to the Company's Certificate of Incorporation
(the "Certificate of Amendment"), which is Exhibit A attached to this Proxy
Statement, and the discussion of the Reverse Split and the Reverse Split
Amendment is qualified in its entirety by reference to the Certificate of
Amendment, which is incorporated herein by reference as if fully set forth
herein.
Pursuant to Section 242(c) of the Delaware General Corporation Law, the
Board of Directors have reserved the right, notwithstanding stockholder
authorization of the Reverse Split Amendment, to abandon it without further
action by the stockholders, to not proceed with the Reverse Split Amendment, if,
at any, time prior to the effectiveness of the Certificate of Amendment with the
Secretary of State of the State of Delaware, the Board of Directors, in its sole
discretion, determines that the Reverse Split Amendment is no longer in the best
interests of the Company and its stockholders. The Board of Directors may
consider a variety of factors in determining whether or not to proceed with the
Reverse Split Amendment, including, but not limited to, overall trends in the
stock market, recent changes and anticipated trends in the per share market
price of the Common Stock, business developments and the Company's actual and
projected financial performance.
The Board of Directors of the Company has unanimously approved the Reverse
Split Amendment as described herein, subject to the adoption thereof by the
stockholders of the Company, and recommends that stockholders vote "FOR" the
Reverse Split Amendment.
Purpose and Background of the Reverse Split Amendment
The Board's primary objective in proposing the Reverse Split Amendment is
to raise the per share price of the Common Stock in an effort to list the Common
Stock on the Nasdaq SmallCap Market. The Nasdaq SmallCap Market requires, among
other criteria, that the Company's shares have a minimum bid price per share of
$4.00, provided that the Company maintains a market value of public float of at
least $5 million. As of the date hereof, the Company is not in compliance with
the Nasdaq SmallCap Market's minimum bid price per share requirement, and is not
in compliance with the public float requirements. Effecting the Reverse Split is
expected to bring the Company closer to compliance with the applicable criteria
for listing on the Nasdaq SmallCap Market. No assurances can be given, however,
that effecting the Reverse Split will enable the Company to list the Common
Stock on Nasdaq SmallCap Market.
The Reverse Split Amendment is also intended to improve the potential
ability of the Company to raise capital by issuing additional shares. The Board
of Directors believes that certain securities firms discourage their registered
representatives from recommending the purchase of lower-priced corporate
securities. Additionally, the policies and practices of a number of brokerage
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<PAGE>
houses tend to discourage individual brokers within those firms from dealing in
lower-priced stocks. Some of these policies and practices relate to the payment
of brokers' commissions and to time-consuming procedures that operate to make
the handling of lower-priced stocks economically unattractive to brokers.
Consequently, the Board of Directors believes that this limits the marketability
of the Common Stock at its current per share price. For instance, the Board of
Directors believes that the low per share market price of the Common Stock
impairs the marketability and acceptance of the Common Stock to institutional
investors and other members of the investing public and creates a negative
impression with respect to the Company. Theoretically, the number of shares
outstanding should not, by itself, affect the marketability of such shares, the
type of investor who acquires them or the Company's reputation in the financial
community. In practice, however, many investors and market makers consider
low-priced stock as unduly speculative in nature and, as a matter of policy,
avoid investment and trading in such stocks. The foregoing factors may adversely
affect not only the pricing of the Common Stock but also the liquidity of the
Common Stock and the Company's ability to raise additional capital through the
sale of equity securities.
The Board of Directors is hopeful that the decrease in the number of shares
of Common Stock outstanding as a consequence of the proposed Reverse Split and
the anticipated increase in the price per share will encourage greater interest
in the Common Stock by the financial community and the investing public and
possibly promote greater liquidity for the Company's stockholders with respect
to those shares presently held by them. However, the possibility does exist that
such liquidity may be adversely affected by the reduced number of shares which
would be outstanding if the proposed Reverse Split is effected.
The Board of Directors is hopeful that the proposed Reverse Split will
increase the liquidity and marketability of the Common Stock. However, there can
be no assurance that the proposed Reverse Split will achieve any of these
desired results, nor can there be any assurance that the price per share of the
Common Stock immediately after the proposed Reverse Split will increase
proportionately with the Reverse Split, or that any increase can be sustained
for any period of time, or that the market price of the Common Stock will exceed
or remain in excess of the current market price, or that the Company will be
able to meet the requirements of the Common Stock to be listed on the Nasdaq
SmallCap Market.
The Board of Directors of the Company is not aware of any present efforts
by any persons to accumulate additional shares of Common Stock, and the proposed
Reverse Split is not intended to be an anti-takeover device.
Effect on Market for Common Stock
On January 25, 1998, the bid and asked price of the Common Stock on the
Nasdaq Bulletin Board were $0.__ and $0.__ per share. By decreasing the number
of shares of Common Stock outstanding without altering the aggregate economic
interest in the Company represented by such shares, the Board of Directors
believes that the market price will be increased. If the market price increases
to $4.00 or more per share and the Company is able to meet other listing
requirements, the Company may be able to list the Common Stock on the Nasdaq
SmallCap Market. There can be no
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<PAGE>
assurance that the market price of the Common Stock will be so increased or that
the Company will be able to meet the requirements for listing on the Nasdaq
SmallCap Market.
Effects of the Reverse Split on Common Stock
If approved by the stockholders, the principal effect of the Reverse Split
will be (i) to decrease the number of issued and outstanding shares of Common
Stock from 27,569,403 shares of Common Stock to approximately 3,446,175 shares
of Common Stock based on the number of shares of Common Stock outstanding on the
Record Date. The total number of shares of Common Stock held by each stockholder
would be reclassified automatically into the number of shares equal to the
number of shares of Common Stock owned immediately prior to the Reverse Split
divided by EIGHT, provided that no fractional shares will be issued in
connection with the Reverse Split.
Effect on Outstanding Options and Warrants of the Company
As of the Record Date, the Company had outstanding employee stock options
to purchase an aggregate 255,001 shares of Common Stock with an exercise price
of $.584 per share and warrants to purchase an aggregate of 4,560,854 shares of
Common Stock with exercise prices per share that ranged from $0.55 to $6.25.
Upon the effectiveness of the Reverse Split, these options and warrants provide
for a proportional downward adjustment to the number of shares subject to
outstanding options and warrants and a corresponding upward adjustment in the
per share exercise prices to reflect the Reverse Split.
Effect on Legal Ability to Pay Dividends
The holders of shares of Common Stock are entitled, on a pari passu basis,
to receive distributions of cash or other property, if any, that may be declared
from time to time by the Board of Directors in its discretion from funds legally
available therefor. Thus, although the Reverse Split will have the effect of
increasing the Company's capital in excess of par value, the Reverse Split will
not affect potential distributions to the Company's stockholders. The Company
has never paid cash dividends on the Common Stock and has no plans to pay cash
dividends in the foreseeable future. The current policy of the Board of
Directors is to retain all available earnings for use in the operation and
growth of the Company's business. Any future cash dividends will depend upon the
Company's earnings, capital requirements, financial condition and other relevant
factors.
Exchange of Shares; No Fractional Shares
No fractional shares of Common Stock will be issued in connection with the
proposed Reverse Split. Assuming the approval of the Reverse Split Amendment, a
stockholder who would otherwise be entitled to receive a fractional share of
Common Stock will receive, in lieu thereof, cash for the resulting fractional
share interest in an amount equal to such fractional interest multiplied by: the
average of the closing bid and closing asked prices of the Common Stock as
reported on the Nasdaq Bulletin Board on the effective date of the Reverse Split
(the "Effective Date").
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<PAGE>
The Company will appoint Continental Stock Transfer & Trust Company (the
"Exchange Agent") as Exchange Agent to act for the holders of the Common Stock
in connection with the Reverse Split Amendment. The Company will deposit with
the Exchange Agent, as soon as practicable after the Effective Date, cash in an
amount equal to the value of the estimated aggregate number of fractional shares
that will result from the Reverse Split. Any portion of cash deposited with the
Exchange Agent to pay fractional share interests that is held by the Exchange
Agent six months after the Effective Date will be returned to the Company on
demand. The funds required to purchase the fractional share interests are
available and will be paid from the Company's current cash reserves. The
Company's stockholder 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 for
fractional share interests. However, it is not anticipated that the funds
necessary to effect the cancellation of fractional shares will be material.
As of the Record Date, approximately ____________ persons were holders of
record of Common Stock. The Company does not anticipate that the Reverse Split
and the payment of cash in lieu of fractional shares will result in a
significant reduction in the number of holders of the Common Stock. The Company
does not presently intend to seek, either before or after the Reverse Split, any
change in the Company's status as a reporting Company for federal securities law
purposes.
On or after the Effective Date, the Company will mail to each stockholder a
letter of transmittal. A stockholder will be able to receive a certificate
evidencing his post-Reverse Split shares and, if applicable, cash in lieu of a
fractional share only by transmittal to the Exchange Agent of such stockholder's
stock certificate(s) for shares of Common Stock that were issued prior to the
Effective Date, together with the properly executed and completed letter of
transmittal and such evidence of ownership of such shares as the Company may
require. Stockholders will not receive certificates for post-Reverse Split
shares unless and until the certificates representing their shares of Common
Stock that were issued prior to the Effective Date are surrendered. Stockholders
should not forward their certificates to the Exchange Agent until the letter of
transmittal is received and should surrender their certificates only with such
letter of transmittal. A payment in lieu of any fractional share interest will
be made to a stockholder promptly after receipt of a properly completed letter
of transmittal and stock certificate(s) for all of his shares of Common Stock
outstanding prior to the Effective Date.
There will be no service charges payable by the stockholders of the Company
in connection with the exchange of their certificates or in connection with the
payment of cash in lieu of the issuance of fractional shares. These costs will
be borne by the Company.
The Board of Directors recommends a vote for the adoption of the Reverse
Stock Split.
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<PAGE>
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Special Meeting other than those specifically set forth in the Notice of the
Special Meeting and knows of no matters to be brought before the Special Meeting
by others. If any other matters properly come before the Special Meeting, it is
the intention of the persons named in the accompanying proxy to vote such proxy
in accordance with the judgment of the Board of Directors.
By Order of the Board of Directors,
/s/Terry Steinberg
Secretary
Dated: January 26, 1998
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<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MENTORTECH INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
Mentortech Inc. (the "Corporation"), a corporation organized and existing
by virtue of the General Corporation Law of the State of Delaware (the "Delaware
GCL"), by its duly authorized officers, hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, acting pursuant to
Section 141(f) of the Delaware GCL, has duly adopted a resolution authorizing
the Corporation to reclassify, change and convert each eight (8) outstanding
shares of the Corporation's Common Stock, par value $.01 per share, into one (1)
share of Common Stock, par value $.01 per share.
SECOND: That the Board of Directors of the Corporation, acting pursuant to
Section 141(f) of the Delaware GCL, has duly adopted a resolution authorizing
the Corporation to reduce the number of common shares the Corporation is
authorized to issue from forty five million (45,000,000) shares of Common Stock,
par value $.01 per share, to twenty million (20,000,000) shares of Common Stock,
par value $.01 per share.
THIRD: That, pursuant to authorization by the affirmative vote, in
accordance with the provisions of the Delaware GCL, of the holders of a majority
of the outstanding Common Stock of the Corporation entitled to vote thereon at a
special meeting of stockholders of the Corporation held on February 26, 1998,
the Certificate of Incorporation of the Corporation be amended as follows:
1. By striking out Article IV, paragraph (a) and inserting a new Article
IV, paragraph (a) to read as follows:
"(a) The aggregate number of shares of stock which the Corporation shall
have the authority to issue is 25,000,000, of which 20,000,000 are shares of
Common Stock, with a par value $.01 per share, and 5,000,000 are shares of
Preferred Stock, with a par value of $.001 per share."
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<PAGE>
2. By adding new paragraph (d) to Article IV to read as follows:
"(d) Each eight (8) shares of the Common Stock, par value $.01 per share,
of the Corporation issued and outstanding or held in treasury as of 5:00 p.m.
New York time on the date on which this Certificate of Amendment is filed by the
Secretary of State of the State of Delaware (the "Effective Time") shall be
reclassified as and changed into one (1) share of Common Stock, par value $.01
per share, of the Corporation, without any action by the holders thereof. Each
stockholder who, immediately prior to the Effective Time, owns a number of
shares of Common Stock which is not evenly divisible by eight (8) shall, with
respect to such fractional interest, be entitled to receive from the Corporation
cash in an amount equal to such fractional interest multiplied by: the average
of the closing bid and closing ask prices of the Common Stock as reported on the
Nasdaq Bulletin Board at the Effective Time"
FOURTH: That the amendments to the Corporation's Certificate of
Incorporation set forth herein have been duly adopted in accordance with the
provisions of Section 242 of the Delaware GCL.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed on its behalf by _____________, its President, on ____________, 1998,
hereby declaring and certifying that this is the act and deed of the Corporation
and that the facts herein stated are true.
Name:
Title: President
ATTEST:
Name:
Title: Secretary
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