SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SENTECH EAS 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| 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:
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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|_| Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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SENTECH EAS CORPORATION
484 SOUTHWEST 12TH AVENUE
DEERFIELD BEACH, FLORIDA 33442
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1998
TO THE SHAREHOLDERS OF SENTECH EAS CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of SenTech EAS
Corporation (the "Company") will be held at the Albany Building in the Koger
Executive Center at 8400 Northwest 52nd Street, Miami, Florida 33166 on April
30, 1998, at 11:00 A.M., local time for the following purposes:
1. To elect the Board of Directors of SenTech EAS Corporation for the
ensuing year;
2. To ratify the appointment of Spear, Safer, Harmon & Co. as the Company's
independent certified public accountants for the ensuing year; and
3. To transact such other business as may properly come before the meeting
and any continuations and adjournments thereof.
Shareholders of record at the close of business on April 17, 1998 are entitled
to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that shareholders representing a
majority of the total number of shares issued and outstanding and entitled to
vote, be present in person or represented by their proxies. Therefore, whether
you expect to attend the meeting in person or not, please sign, fill out, date
and return the enclosed proxy in the self-addressed, postage-paid envelope also
enclosed. If you attend the meeting and prefer to vote in person, you can revoke
your proxy.
In addition, please note that abstentions and broker non-votes are each included
in the determination of the number of shares present and voting, for purposes of
determining the presence or absence of a quorum for the transaction of business.
Neither abstentions nor
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broker non-votes are counted as voted either for or against a proposal.
April 9, 1998
By Order of the Board of Directors
Edward A. Mulhare
Chairman of the Board of Directors
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SENTECH EAS CORPORATION
484 SOUTHWEST 12TH AVENUE
DEERFIELD BEACH, FLORIDA 33442
---------------------------
PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 11:00 A.M., APRIL 30, 1998
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of SenTech EAS Corporation (herein called the
"Company") for use at the Annual Meeting of Shareholders of the Company to be
held at the Albany Building in the Koger Executive Center at 8400 Northwest 52nd
Street, Miami, Florida 33166 at 11:00 A.M. on April 30, 1998, and at any
continuation and adjournment thereof. Anyone giving a proxy may revoke it at any
time before it is exercised by giving the Chairman of the Board of Directors of
the Company written notice of the revocation, by submitting a proxy bearing a
later date or by attending the meeting and voting. This statement, the
accompanying Notice of Meeting and form of proxy have been first sent to the
shareholders on or about April 20, 1998.
All properly executed, unrevoked proxies on the enclosed form, which are
received in time will be voted in accordance with the shareholder's directions,
and unless contrary directions are given, will be voted for the election of
directors of the nominees described below.
OWNERSHIP OF SECURITIES
Only shareholders of record at the close of business on April 17, 1998, the
date fixed by the Board of Directors in accordance with the Company's By-Laws,
are entitled to vote at the meeting. As of April 9, 1998 there were issued and
outstanding 1,640,427 shares of Common Stock. All Common Stock, Common Stock
Purchase Warrant and Option information has been adjusted to reflect the
December 1996 1 for 2.4 reverse stock split.
Each outstanding share is entitled to one vote on all matters properly
coming before the meeting. A majority of the
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shares of the outstanding Common Stock is necessary to constitute a quorum for
the meeting.
The following table sets forth certain information as of April 17, 1998
with respect to each beneficial owner of five percent (5%) or more of the
outstanding shares of Common Stock of the Company, each officer and director of
the Company and all officers and directors as a group. The table does not
include options or SARs that have not yet vested or are not exercisable within
60 days of the date hereof. Unless otherwise indicated, the address of each such
person or entity is 484 Southwest 12th Avenue, Deerfield Beach, Florida 33442.
SHARES
BENEFICIALLY
TITLE OF CLASS NAME OWNED(1) PERCENT(1)
- -------------- ---- ------------ ----------
Common Stock *Ronald L.Meggison, Jr. 45,000 2.7%
*Edward A. Mulhare(2) 280,793 17.1%
*Thomas A. Nicolette(3) 28,511 1.7%
*Saul Pozensky(4) 160,268 9.8%
*Milan Resanovich(5) 35,092 2.1%
Maurice Shahrabani 98,925 6.0%
*Richard J. Spagna(6) 134,793 8.2%
*All officers and
directors as a group
(6 persons) 684,457 41.7%
(1) Does not include any shares of Common Stock issuable upon the exercise
of any of the Company's outstanding Warrants.
(2) Does not include (i) warrants to purchase 38,410 shares of Common
Stock at an exercise price of $1.92 per share that expire in June
1999,(ii) warrants to purchase 63,851 shares of Common Stock at an
exercise price equal to the lesser of $5.50 per share or 10% above the
exercise price of warrants offered in a public offering of the
Company's securities 55,555 of which expire in July 2000 and 8,296 of
which expire in October 2001, or (iii) warrants to purchase 10,504
shares of Common Stock at an exercise price equal to the lesser of
$5.50 per share or 10% above the exercise price of warrants offered in
a public offering of the Company's securities which expire in January
2002.
(3) Includes 8,000 shares of Common Stock held in trust for the benefit of
Kara N. Nicolette (4,000 shares) and Alexa J. Nicolette (4,000
shares), each of whom are Mr. Nicolette's daughters, in which Mr.
Nicolette disclaims any beneficial ownership. Does not include (i)
warrants
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to purchase 7,756 shares of Common Stock at an exercise price equal to
the lesser of $5.50 per share or 10% above the exercise price of
warrants offered in a public offering of the Company's securities that
expire in October 2001, or (ii) warrants to purchase 4,000 shares of
Common Stock at an exercise price equal to the lesser of $5.50 per
share or 10% above the exercise price of warrants offered in a public
offering of the Company's securities that expire in October 2001,
which consists of 2,000 warrants held in trust for the benefit of Kara
N. Nicolette and 2,000 warrants held in trust for the benefit of Alexa
J. Nicolette, each of whom are daughters of Mr. Nicolette, in which
Mr. Nicolette disclaims any beneficial ownership, or (iii) warrants to
purchase 30,000 shares of Common Stock at an exercise price of $2.40
per share that expire in June 2002.
(4) Does not include (i) warrants to purchase 6,525 shares of Common Stock
at an exercise price of $1.92 per share that expire in June 1999, or
(ii) warrants to purchase 16,889 shares of Common Stock at an exercise
price equal to the lesser of $5.50 per share or 10% above the exercise
price of warrants offered in a public offering of the Company's
securities that expire in July 2000.
(5) Does not include (i) warrants to purchase 78,305 shares of Common
Stock at an exercise price of $1.92 per share that expire in June
1999, or (ii) warrants to purchase 9,859 shares of Common Stock at an
exercise price equal to the lesser of $5.50 per share or 10% above the
exercise price of warrants offered in a public offering of the
Company's securities that expire in October 2001, or (iii) warrants to
purchase 25,000 shares of Common Stock at an exercise price of $2.40
per share that expire in January 2001. Mr. Resanovich also holds an 8%
Mandatory Convertible Promissory Note in the original principal amount
of $53,000. This note is convertible at the rate of one share of
Common Stock for each $3.49 of outstanding principal and accrued
interest upon the occurrence of an initial public offering.
(6) Does not include warrants to purchase 16,889 shares of Common Stock at
an exercise price equal to the lesser of $5.50 per share or 10% above
the exercise price of warrants offered in a public offering of the
Company's securities that expire in July 2000.
THIS PROXY STATEMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH BELOW AND ELSEWHERE IN THIS PROXY STATEMENT.
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PROPOSAL 1
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the authorized number of directors
shall be as set by the Board of Directors but shall not be less than one nor
more than nine. The authorized number is presently five. The directors hold
office until the next annual meeting of shareholders and until their successors
have been elected and qualified. Directors of the Company receive 1,000 shares
of Common Stock per year for acting in such capacities. In addition, Directors
receive 1,000 shares of Common Stock for each Board of Directors meeting
attended, however, no Director shall receive more than 5,000 shares of Common
Stock in any one year period. For each of the years ended December 31, 1997 and
1996, 25,000 shares of the Company's common stock was granted pursuant to the
Company's Board of Director's Compensation policy. Effective January 1, 1998, in
addition to the Board of Director's stock based compensation described above,
non-management Directors will receive $10,000 annually payable quarterly in
arrears.
Five Directors, constituting the entire Board of Directors of the Company,
are to be elected at the meeting to serve until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified. Unless
such authority is withheld, proxies will be voted for election of the five
persons named below, each of whom are now serving as Directors, and each of whom
has been designated as a nominee.
SHAREHOLDER VOTE REQUIRED
The election of the directors will require the affirmative vote of the
majority of the shares present in person or represented by proxy at the Annual
Meeting of Shareholders.
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
Edward A. Mulhare 71 Chairman of the Board of
Directors
Milan Resanovich 67 Vice Chairman of the
Board of Directors
Saul Pozensky 49 President, Chief
Executive Officer and
Director
Richard J. Spagna 36 Vice President Operations
and Director
Thomas A. Nicolette 47 Director
EDWARD A. MULHARE. Mr. Mulhare has served as the Chairman of the Board of
the Company since May 1994. From 1982 to 1992, he served as the Chairman of the
Board and Chief Executive
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Officer of Merrill Lynch Interfunding, Inc., a wholly-owned subsidiary of
Merrill Lynch, engaged in the management of a $1.6 billion leverage acquisition
portfolio. From 1980 to 1982, he served as Executive Vice President of Republic
National Bank of New York. For the prior twelve years he was a Vice President of
Prudential Insurance Company of America where he managed a $4 billion portfolio
of long term commercial loans and was Prudential's specialist for rebuilding
troubled companies. Mr. Mulhare currently serves as a director of Advance
Publishers, L.C., Akers Laboratories, Inc., and Realtec, Inc. Over the past ten
years, Mr. Mulhare has served as a director of fifteen companies including
Aldila Inc., Truck Components, Inc., PanAmerica Diamond Co., McGraw Industries,
Inc. and American Silver Co. Mr. Mulhare received a B.S. in Accounting from
Boston University (1950) and an M.B.A. from Farleigh Dikenson (1978).
MILAN RESANOVICH. Mr. Resanovich has served as a Director of the Company
since October of 1994 and has been a management consultant since 1992. From 1986
to 1992, he served as a Senior Vice President, and then President at Merrill
Lynch Interfunding, Inc. At Merrill Lynch Interfunding, Inc. he aided in the
management of a leveraged-buyout investment fund. Prior to such time, Mr.
Resanovich served as a Vice President at Prudential Insurance Company of America
where he was employed in investment management from 1956 to 1986. Mr. Resanovich
serves as a director of Advance Publishers, L.C., SPD Technologies, Inc. and
Lancaster Composites Inc. and has served as a director of more than ten
Companies, including IMCO Recycling, a company traded on the New York Stock
Exchange from 1986 through 1995. Mr. Resanovich received a B.A. from Gettysburg
College (1952) and an M.B.A. from the University of Pennsylvania (1956).
SAUL POZENSKY. Mr. Pozensky joined the Company in November 1991 as a sales
representative and became Vice President of Sales in 1992. He was elected to
serve as a Director in early 1995 and has served as the Company's President and
Chief Executive Officer since April 1995. From 1988 to June 1991, he was a
principal of CMAC, a sales and finance business. From January 1986 to 1988, Mr.
Pozensky served as Executive Vice President of E.A.S. Technologies, a
development stage company. From 1973 to 1985, Mr. Pozensky was a National
Account Manager at Sensormatic. Mr. Pozensky received a B.A. in Criminology from
Florida State University (1970).
RICHARD J. SPAGNA. Mr. Spagna founded the Company in 1990 when it was
originally named Ultimate EAS Inc. and served as President until May 1991. Since
May 1991, Mr. Spagna has served as a Director and Vice President Operations. Mr.
Spagna was employed by Sensormatic Electronics Corporation from February 1980 to
October 1989 in a variety of positions including six years as Technical Support
Specialist. While at Sensormatic, Mr. Spagna was the inventor of two key
patented products which remain the property of Sensormatic.
THOMAS A. NICOLETTE. Mr. Nicolette has been President, Chief Executive
Officer and a director of Sentry Technology Corporation since January 1997 and
of Knogo North America Inc. since its
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inception in August 1994. Prior thereto, Mr. Nicolette served in various
capacities at Knogo Corporation where he was Chief Executive Officer from May
1994 to December 1994; President and Chief Operating Officer from 1990 to May
1994; President of the North America Division from 1989 to 1990; Vice President
from 1986 to 1990; and a Director from 1987 to December 1994. Mr. Nicolette is
Vice Chairman of the Board of Trustees of WLIW, the Long Island-based affiliate
of the Public Broadcasting System. Mr. Nicolette received a B.S. from Michigan
State University in 1972.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company has two formal committees, the Compensation Committee and the
Audit Committee. Both Committees consist of Edward A. Mulhare, Milan Resanovich
and Thomas A. Nicolette. The Compensation Committee is responsible for
establishing and reviewing the appropriate compensation of directors and
officers of the Company and reviewing employee compensation plans. The Audit
Committee is responsible for communicating with the Company's auditors regarding
the financial and reporting affairs of the Company. The Company does not
currently have a Stock Option Committee or a Nominating Committee.
The Company's Board of Directors formally met on January 17, 1997, April 8,
1997, June 25, 1997, August 12, 1997 and September 18, 1997 during the year
ended December 31, 1997. The Compensation Committee or the Audit Committee did
not meet during the year ended December 31, 1997. In addition, the Board of
Directors took action by written consent on five occasions during the year ended
December 31, 1997.
EXECUTIVE COMPENSATION
- ----------------------
SUMMARY COMPENSATION TABLE
The following table sets forth all cash compensation for services rendered
in all capacities to the Company, for the year ended December 31, 1997 (referred
to as "1997" in this table) and the year ended December 31, 1996(referred to as
"1996" in this table) paid to the Company's President and Chief Executive
Officer. There were no other executive officers or other persons whose
compensation at the end of the above 1997 and 1996 years whose total
compensation exceeded $100,000 per annum.
NAME AND YEAR/ ANNUAL OTHER
PRINCIPAL PERIOD COM- RESTRICTED OPTIONS/
POSITION ENDED PENSATION BONUS STOCK SARS COMPENSATION
- -------- ----- --------- ----- ----- ---- ------------
Saul Pozensky President, 1997 $75,000 0 10,000 0 $0
Chief Executive Officer
1996 $50,000 0 0 0 $934
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EMPLOYMENT AGREEMENTS
The Company does not currently have employment agreements with any of the
Company's executive officers or any other members of management.
PERFORMANCE OPTIONS
The Company did not grant any performance options during the year ended
December 31, 1997.
INTERESTS OF MANAGEMENT IN CERTAIN TRANSACTIONS
In the second quarter of 1996, Messrs. Mulhare, Pozensky and Spagna,
directors of the Company, converted debt in the amounts of $262,492, $22,801 and
$22,801, respectively, into 191,714, 16,889 and 16,889 shares of Common Stock,
respectively. In addition, Messrs. Pozensky and Spagna each received 16,889
warrants to purchase shares of the Company's Common Stock in connection with the
conversion of the above-referenced debt.
In the second quarter of 1996, as an inducement to holders of 289,974
outstanding warrants to exercise such warrants, the Company (i) reduced the
exercise price of these outstanding warrants from prices ranging from $1.92 to
$6.70, to $1.35 for a period of ten days, and (ii) as additional consideration
for any warrant exercised during such period, issued additional warrants to
purchase a number of shares equal to the number of warrants exercised at an
exercise price equal to the lesser of (i) $5.50 per share, or (ii) ten percent
(10%) above the exercise price of warrants offered by the Company in any public
offering. In connection therewith, six warrant holders exercised an aggregate of
161,842 warrants and an aggregate of 161,842 shares and 161,842 warrants were
issued upon such exercise. As part of this warrant exercise, Mr. Mulhare, a
principal shareholder and Chairman of the Company, exercised warrants to
purchase 55,555 shares of Common Stock at an exercise price of $1.35, and the
Placement Agent exercised warrants to purchase 55,555 shares at an exercise
price of $1.35. In a separate transaction, in February of 1996, the Placement
Agent and the Company's legal counsel received warrants to purchase 29,454 and
5,000 shares of Common Stock, respectively, at an exercise price of $1.92 and
$2.25 per share, respectively, for consulting and legal services previously
rendered to the Company.
In the third quarter of 1996, the Company issued an aggregate of 135,080
warrants to purchase shares of Common Stock to the individuals that invested in
the Company's 1993 private placement as an adjustment. As part of this issuance,
two directors of the Company, Edward A. Mulhare and Milan Resanovich, received
8,296 and 9,859 warrants, respectively.
In the third quarter of 1996, the Company repurchased and simultaneously
retired an aggregate of 172,520 shares of Common Stock from certain shareholders
at prices ranging from $.24 to $2.26 per share, which included the repurchase of
102,129 shares of
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Common Stock from Terry Shahrabani, a former employee of the Company, and the
repurchase of 38,075 shares of Common Stock from Stuart Seidel, a former officer
and director of the Company.
In the fourth quarter of 1996 and the first and second quarters of 1997,
the Company sold an aggregate of 343,894 units, each unit consisting of one
share of common stock and one common stock purchase warrant, in a private
placement. The Company's Chairman, Edward A. Mulhare, purchased 10,504 units in
this private placement.
In the second quarter of 1997, the Company entered into a three year
purchase and manufacturing agreement (the "Agreement") with a company whose
President and Chief Executive Officer, Thomas A. Nicolette, is a director of the
Company. The Agreement provides for the development and manufacture of the
Company's third generation EAS system. The Agreement requires the Company to pay
$175,000 of non-recurring engineering costs in exchange for an assignment of
fifty percent of the joint technology as defined by the Agreement. As of
December 31, 1997, the Company paid approximately $117,000 of the non-recurring
engineering costs. The Agreement also requires the Company to purchase minimum
quantities of the system each year representing an aggregate purchase commitment
of $2,250,000 with annual obligations of $375,000 by February 1998; $750,000 by
January 1999; and $1,125,000 by January 2000.
In the third quarter of 1997, warrants to purchase 12,500 shares of Common
Stock at an exercise price of $2.40 per share expiring June 2000 were issued to
Milan Resnovich, the Vice Chairman of the Board of Directors, in exchange for
extending the maturity date to December 31, 1998 on both the 8% Mandatory
Convertible Promissory Note in the amount of $53,000 and the 6% Senior Note in
the amount of $150,000 both of which are due to Messr. Resanovich. Additionally,
$4,325 of accrued interest on the 8% Mandatory Convertible Promissory Note due
to Messr. Resanovich was converted to 1,802 shares of the Company's Common
Stock.
In the third quarter of 1997, warrants to purchase 30,000 shares of Common
Stock at an exercise price of $2.40 per share expiring June 25, 2002 were issued
to Thomas A. Nicolette, a director of the Company, as an incentive for Messr.
Nicolette to serve on the Board of Directors of the Company.
In the fourth quarter of 1997, 45,000 shares of the Company's Common Stock
was granted for additional compensation to Ronald L. Meggison, Jr., the
Company's Chief Financial Officer and Vice President Finance.
In the first quarter of 1998, in exchange for extending the maturity date
to January 2001 on both the 8% Mandatory Convertible Promissory Note in the
amount of $53,000 and the 6% Senior Note in the amount of $150,000 both of which
are due to Messr. Resanovich, the Company's Vice Chairman of the Board of
Directors, the Company (i) issued to Messr. Resanovich warrants to purchase
12,500
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shares of Common Stock at an exercise price of $2.40 per share expiring January
2001 and (ii) amended the warrants to purchase 12,500 shares of Common Stock at
an exercise price of $2.40 per share expiring June 2000 issued to Messr.
Resanovich in the second quarter of 1997, to expire January 2001.
SECTION 16(A) REPORTING
Under the securities laws of the United States, the Company's directors,
its executive (and certain other) officers, and any persons holding ten percent
or more of the Company's Common Stock must report on their ownership of the
Company's Common Stock and any changes in that ownership to the Securities and
Exchange Commission and to the National Association of Securities Dealers,
Inc.'s Automated Quotation System. Specific due dates for these reports have
been established. During the year ended December 31, 1997, the Company does not
believe any reports required to be filed by Section 16(a) were filed on a timely
basis, if at all.
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PROPOSAL 2
RATIFICATION OF SPEAR, SAFER, HARMON & CO. AS THE
COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
The Board of Directors has unanimously approved and unanimously recommends
that the shareholders approve the appointment of Spear, Safer, Harmon & Co. as
the Company's independent certified public accountants for the ensuing year.
Unless a shareholder signifies otherwise, the persons named in the proxy will so
vote.
SHAREHOLDER VOTE REQUIRED
Ratification of the appointment of Spear, Safer, Harmon & Co. as
independent certified public accountants will require the affirmative vote of
the majority of the shares present in person or represented by proxy at the
Annual Meeting of Shareholders.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more shareholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgment.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made by mail, personal interview, telephone, and telegram by directors,
officers and employees of the Company. The Company will reimburse banks,
brokerage firms, other custodians, nominees and fiduciaries for reasonable
expenses incurred in sending proxy material to beneficial owners of the
Company's capital stock.
SHAREHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's next
Annual Meeting of Shareholders, shareholder proposals must be received by the
Company on or before January 1, 1999.
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ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE
COMMISSION
The Annual Report on Form 10-KSB for the year ended December 31, 1997, as
filed with the Securities and Exchange Commission, will be made available to
shareholders free of charge by writing to SenTech EAS Corporation, 484 Southwest
12th Avenue, Deerfield Beach, Florida 33442, Attention: Corporate Secretary.
By Order of the Board of
Directors of SenTech EAS Corporation
Edward A. Mulhare
Chairman of the Board of Directors
April 9, 1998
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GENERAL PROXY - ANNUAL MEETING OF SHAREHOLDERS OF SENTECH EAS CORPORATION
The undersigned hereby appoints Edward A. Mulhare, with full power of
substitution, proxy to vote all of the shares of Common Stock of the undersigned
and with all of the powers the undersigned would possess if personally present,
at the Annual Meeting of Shareholders of SenTech EAS Corporation, to be held at
the Albany Building in the Koger Executive center at 8400 Northwest 52nd Street,
Miami, Florida 33166 on April 30, 1998 at 11:00 a.m. and at all adjournments
thereof, upon the matters specified below, all as more fully described in the
Proxy Statement dated April 9, 1998 and with the discretionary powers upon all
other matters which come before the meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF SENTECH EAS CORPORATION'S BOARD OF
DIRECTORS.
1. To elect directors to hold office for the ensuing year.
__ FOR ALL NOMINEES __ WITHHELD FOR ALL NOMINEES
2. To ratify the appointment of Spear, Safer, Harmon & Co. as the Company
independent certified public accountants.
__ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matter or matters that may properly come
before the meeting, or any adjournments thereof.
- --------------------------------------------------------------------------------
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
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(CONTINUED FROM OTHER SIDE)
Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 and 2.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date: ________________, 1998
______________________________________
(Print name of Shareholder)
_____________________________________
(Print name of Shareholder)
_____________________________________
Signature
_____________________________________
Signature
Number of Shares:____________________
Note: Please sign exactly as name
appears in the Company's records.
Joint owners should each sign.
When signing as attorney, executor or
trustee, please give title as such.
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