<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14a of the Securities Exchange Act of 1934
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 240.14a-11(c) or 240.14a-12
DAWN TECHNOLOGIES, INC.
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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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
Dawn Technologies, Inc.
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(4) Date Filed:
August 21, 1997
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<PAGE> 2
DAWN TECHNOLOGIES, INC.
433 SOUTH MAIN STREET
WEST HARTFORD, CONNECTICUT 06443
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 18, 1997
To the Stockholders of Dawn Technologies, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Dawn
Technologies, Inc. (the "Company") will be held at the Company's office at 433
South Main Street, West Hartford, Connecticut on Thursday September 18, 1997 at
10:00 A.M. Eastern Daylight Saving Time for the following purposes:
1. To elect four directors who will hold office until the Annual
Meeting of Stockholders in 1998 and until their successors are elected and
qualified.
2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
the Company's common stock, $.001 par value, from 15,000,000 shares to
25,000,000 shares.
3. To ratify the appointment by the Board of Directors of the Company
of Arthur Andersen LLP as the Company's independent auditors for the year
1997.
4. To take any action incident to the foregoing and to transact such
other business as may properly come before the meeting or any adjournment
thereof.
Stockholders of record at the close of business on August 20, 1997 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
DAWN TECHNOLOGIES, INC.
Warren K. Novick
Secretary
West Hartford, Connecticut
August 21, 1997
IMPORTANT
YOU ARE URGED TO COMPLETE THE ENCLOSED PROXY CARD AND SIGN, DATE AND RETURN
IT IN THE ENCLOSED PREPAID ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AND
VOTED AT THE MEETING
<PAGE> 3
DAWN TECHNOLOGIES, INC.
PROXY STATEMENT
GENERAL INFORMATION
The enclosed proxy is being solicited by the Board of Directors of Dawn
Technologies, Inc. (the "Company") for use at the Annual Meeting of Stockholders
of the Company to be held on September 18, 1997, or any adjournment thereof.
Only stockholders of record of the Company at the close of business on
August 20, 1997 are entitled to notice of and to vote at the meeting or any
adjournment thereof. On that date, there were outstanding 9,419,478 shares of
common stock, each share of which entitles holder to one vote.
The cost of solicitation of proxies will be borne by the Company and it may
reimburse brokers, banks and other custodians, nominees or fiduciaries for their
expenses in sending proxy material to their principals. In addition to the use
of mails, proxies may be solicited by directors, officers and regular employees
of the Company by telephone or otherwise. Such persons will not be specifically
compensated for such services.
The principal executive offices of the Company are located at 433 South
Main Street, West Hartford, Connecticut. This proxy statement is being mailed on
or about August 21, 1997.
The only business which management of the Company intends to present at the
annual meeting is described below. If other matters are properly presented, the
persons named in the proxy will have discretion to vote proxies on such matters
in accordance with their best judgment.
Each stockholder has the right to revoke his proxy at any time before it is
voted. A proxy may be revoked by filing with the Secretary of the Company a
written revocation or duly executed proxy bearing a later date. Moreover, any
stockholder may attend the annual meeting and vote in person whether or not he
has previously given a proxy.
Proposals of stockholders for the 1998 Annual Meeting of Stockholders of
the Company must be received by the Company at the above address by April 23,
1998 for consideration for inclusion in the 1998 proxy material.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of August 11, 1997, the number of shares
and percentage of the Company' common stock owned, of record and beneficially,
by each person known to the Company to own more than 5% of the outstanding
common stock, each director of the Company and nominee for director, each named
executive included in the summary compensation table, and by all executive
officers and directors as a group:
<TABLE>
<CAPTION>
SHARES OPTION
CURRENTLY SHARES TOTAL PERCENT
NAME AND ADDRESS OWNED AVAILABLE SHARES OF CLASS
-------------------------------------------- --------- --------- --------- --------
<S> <C> <C> <C> <C>
Persons known to own more than 5% of the
outstanding common stock:
Warren K. Novick, Director and
nominee(b)........................... 2,860,730 884,000(a) 3,744,730 36.34%
Andrew D'Aloia, former Director,
President and CEO(e)................. 1,951,000 237,500(a) 2,188,500 22.66%
Directors and nominees (excluding those
listed above):
Placido Saretto(b)..................... 7,936 -- 7,936 .08%
Victor Winogrado(b).................... -- -- -- --
Murray Trachten(b, c).................. 110,520 -- 110,520 1.17%
Executive officers:
David Sklar, President and Chief
Officer(b, d, f)..................... 218,000 582,000 800,000 8.00%
William Winakor, Executive Vice
President and Chief Operating
Officer(b, d)........................ -- -- -- --
John Scanlon, Treasurer(b, d).......... -- -- -- --
All directors and executive officers as a
group (7 persons)......................... 3,197,186 1,466,000(a) 4,663,186 42.84%
Former Co-Chief Executive Officers:
Dennis DiDonato(g)..................... 50,000 -- 50,000 .53%
Nicholas Garruto(h).................... -- -- -- --
</TABLE>
- ---------------
(a) Shares that may be acquired upon exercise of stock options within 60 days.
(b) The address of Messrs. Novick, Saretto, Winogrado, Trachten, Sklar, Winakor
and Scanlon is care of Dawn Technologies, Inc., 433 South Main Street, West
Hartford, Connecticut 06110.
(c) Mr. Trachten's ownership does not include 3,960 shares of common stock
owned by Mr. Trachten as custodian for his minor children who reside with
him in which shares Mr. Trachten disclaims any beneficial interest.
(d) Messrs. Sklar, Winakor and Scanlon became executive officers in April 1996.
(e) Mr. D'Aloia's address is 176 Lyman Road, Stamford, Connecticut 06403.
(f) Restricted shares granted under the Company's employee bonus plan.
(g) Mr. DiDonato's address is 42 Larry's Lane, Pleasantville, New York 10570.
Stock ownership reported based on information obtained from Company's
transfer agent.
(h) Mr. Garruto's address is 33 Smull Avenue, Caldwell,N.J. 07006. Stock
ownership reported based on information obtained from Company's transfer
agent.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE -- Section 16(a)
of the Securities Exchange Act of 1934 requires the Company's directors,
executive officers and persons owning more than ten percent of the Company's
common stock ("insiders") to file reports of ownership on Form 3 and changes in
ownership on Forms 4 and 5 with the Securities and Exchange Commission and to
furnish the Company with a copy of all Section 16(a) forms they file. Based
solely on the review of Section 16(a) reports received by the Company and
representations received from certain of the Company's directors and executive
officers, the Company is aware of the following instances of non-compliance with
Section 16(a) by insiders regarding 1996
2
<PAGE> 5
transactions. Mr. Novick was delinquent in the filing of Forms 4 for the month
of September 1996 regarding two transactions: Mr. Novick filed the delinquent
Form 4 in November 1996. Mr. D'Aloia, was delinquent in the filing of a Form 4
for the month of January 1996 regarding one transaction. Mr. D'Aloia reported
the transaction in a delinquently filed Form 5 in April 1997. Mr. Trachten was
delinquent in the filing of Form 4 for the months of April, September and
December of 1996 regarding three transactions. Mr. Trachten reported the
transactions in a delinquently filed Form 5 in August 1997.
ELECTION OF DIRECTORS
The Board of Directors presently consists of four persons, the terms of
whom expire at the 1997 Annual Meeting of Stockholders. The accompanying proxy
will be voted for the election of the four nominees named below unless otherwise
instructed. The term of the directors elected at this meeting will expire at the
1998 Annual Meeting of Stockholders upon the election and qualification of their
successors. If any nominee should become unavailable to serve, the proxy will be
voted for the election of a substitute nominee designated by the Board of
Directors. The Board of Directors of the Company has no reason to believe that
nay of the nominees named below will be unavailable to serve.
Directors will be elected by a plurality of votes cast by holders of the
Company's common stock at the meeting if a quorum is present. Accordingly, the
individuals who receive the largest number of votes cast are elected as
directors up to the number of directors to be chosen at the meeting. Shares not
voted, whether by abstention, broker non-vote or otherwise, have no impact on
the election of directors unless the failure to vote for an individual results
in another individual receiving a larger number of votes. The Company or its
transfer agent will tabulate proxies received prior to the meeting. The Company
intends to have an employee appointed as the inspector of elections at the
meeting to receive the tabulation, to tabulate all other votes, and to certify
the results of the election.
WARREN K. NOVICK........... Mr. Novick, age 62, has been Chairman, Secretary
and a Director since 1987. Mr. Novick is a private
investor and has periodically acted as a consultant
to the Company with respect to business
development. Mr. Novick is currently a principal
stockholder of DMI, Inc., a privately held
corporation operating in the cultured marble
industry. Mr. Novick is currently a principal
stockholder of New Media Telecommunications, Inc.,
a privately held corporation operating in the
telecommunications industry. Mr. Novick is also a
member of the Board of Directors and an officer and
stockholder of Aerocess Inc. a privately held
corporation operating in the aerospace industry.
PLACIDO SARETTO............ Mr. Saretto, age 75, has been a Director since
1989. Mr. Saretto is currently retired. Mr. Saretto
was previously President and principal stockholder
of Own Instrument, Inc., for over thirty years. Own
Instrument, Inc. is a specialty machine jobbing
company located in Mount Vernon, New York.
VICTOR WINOGRADO........... Mr. Winogrado, age 46, has been a Director since
1992. Since 1994, Mr. Winogrado has been Treasurer
and a principal stockholder of Nova Dye and Print
Corp. Mr. Winogrado previously held positions in
the banking industry for over twenty years with
Lloyds Bank, Ltd. and DAIWA Bank, Ltd. Mr.
Winogrado is a member of the American Banking
Associates and the American Management Association.
MURRAY TRACHTEN............ Mr. Trachten, age 61, has been a Director since
1994. Mr. Trachten has been an attorney engaged in
private practice since 1963.
3
<PAGE> 6
MANAGEMENT
Set forth below is certain information with respect to the executive
officers of the Company not listed above in "Election of Directors".
DAVID SKLAR................ Mr. Sklar, age 36, was elected President and Chief
Executive Officer of the Company in April 1996.
Since 1994, Mr. Sklar has been President and Chief
Executive Officer of DMI, Inc., Designed Marble,
Inc. and Distinctive Marble, Inc., manufacturer and
installers of cultured marble in the southwest
United States. Mr. Sklar was previously general
manager of the "Steel Door" division of FHA Fire
Door Corp., a privately owned manufacturer of steel
doors and frames serving the New York area.
WILLIAM WINAKOR............ Mr. Winakor, age 54, was elected Executive Vice
President and Chief Operating Officer of the
Company in April 1996. From 1995 until April 1996,
Mr. Winakor was President and Chief Executive
Officer of Aerocess, Inc., a manufacturer and
distributor of after market aerospace parts. Mr.
Winakor was previously President of AGC, Inc., a
manufacturer of aerospace parts and components.
JOHN SCANLON............... Mr. Scanlon, age 39, was elected Treasurer, Chief
Financial Officer and Assistant Secretary of the
Company in April 1996. Mr. Scanlon is a sole
practitioner Certified Public Accountant who has
agreed to fulfill the duties of Treasurer and Chief
Financial and Accounting Officer of the Company on
an as needed basis. From 1990 until 1996, Mr.
Scanlon was employed by VSM & Co., Certified Public
Accountants and Consultants in Farmington,
Connecticut. Mr. Scanlon is a member of the
American Institute of Certified Public Accountants
and the Connecticut Society of Certified Public
Accountants.
4
<PAGE> 7
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth certain information concerning total
compensation during each of the last three fiscal years which was earned by or
paid to the President/Chief Executive Officer of the Company, and the most
highly compensated executive officers of the Company who served in such
capacities during 1996 and former Co-Chief Executive Officers of the Company
(collectively referred to as the "named executive officers"). There were no
other executive officers of the Company whose combined salary and bonus for any
of these years exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------- --------------------------
(A) (B) (C)
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS
- -------------------------------------- ------- ------- ------------ ---------- ------------
$ $ $ $ #
<S> <C> <C> <C> <C> <C>
David Sklar, President and CEO
1996................................ -- -- -- 39,022 582,000
1995................................ -- -- -- -- --
1994................................ -- -- -- -- --
Dennis DiDonato, prior Co-CEO(d)
1996................................ 58,352 -- 1,800 -- --
1995................................ 140,625 -- 7,200 -- --
1994................................ 529,790 93,608 7,200 33,600 250,000
Nicholas Garruto, Prior Co-CEO and
Treasurer(d)
1996................................ 55,089 -- -- -- --
1995................................ 110,170 -- -- -- --
1994................................ 85,924 -- -- 16,080 80,000
Andrew D'Aloia, prior President and
CEO(e)
1996................................ -- -- -- -- --
1995................................ -- -- -- -- --
1994................................ 193,867 564,969 7,000 36,000 250,000
</TABLE>
- ---------------
(a) Automobile allowances paid during the fiscal year.
(b) In 1996, 218,000 shares of restricted common stock were issued to Mr. Sklar
under the Company's employee stock bonus plan. According to the plan, 50% of
these shares become vested one year from the date of grant and the other 50%
one year thereafter. At December 31, 1996, Mr. Sklar held 218,000 restricted
shares with an aggregate market value of approximately $50,140, and Mr.
DiDonato held 149,782 restricted shares with an aggregate market value of
approximately $15,000 using the closing bid price at December 31, 1996
without giving effect to the diminution of value attributable to the
restriction on such stock. If the Company were to pay a dividend, dividends
would be paid on the restricted shares reported in this column.
(c) Options granted in 1994 include options granted in exchange for the
cancellation of options during a Company wide option repricing. Mr. DiDonato
was granted options to purchase 110,000 shares in exchange for options
canceled and Mr. D'Aloia was granted options to purchase 250,000 shares in
exchange for options canceled.
(d) Messrs. DiDonato and Garruto ceased to be executive officers in April 1996.
5
<PAGE> 8
(e) Mr. D'Aloia ceased to be an executive officer in September 1994. Mr.
D'Aloia's bonus compensation for 1994 does not include compensation accrued
with respect to his agreement not to compete with the Company for five
years. See discussion below under "Other Transactions".
Options/SAR Grants --
During 1996, options to purchase 582,000 shares for $.18 per share were
granted to David Sklar under the Company's stock option plan. These options
expire on August 11, 2006. This represents approximately 49% of options granted
for the year. No options were granted to any other executive officers during
1996.
Options/SAR Exercises --
The following table sets forth certain information with respect to the
exercise of options to purchase the Company's common stock and SARS by each of
the named executive officers during the year ended December 31, 1996 and the
unexercised options held by each of the named executive officers (and their
value) as of December 31, 1996:
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR END FISCAL YEAR END
ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ----------- -------- ----------- ------------- ----------- -------------
(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
David Sklar.......... -- -- -- 582,000 -- 145,500
Dennis DiDonato...... -- -- -- -- -- --
Nicholas Garruto..... -- -- -- -- -- --
Andrew D'Aloia....... -- -- 237,500 12,500 59,375 3,125
</TABLE>
OTHER TRANSACTIONS
The following is a summary of other transactions with directors, officers and
former directors and officers:
The Company pays a fee of $300 per meeting to its directors who are not
otherwise employees of the Company.
During 1996, the Company paid approximately $34,375 for consulting services
rendered by Warren K. Novick, a director of the Company.
During 1994 Mr. D'Aloia (a director of the Company until March 1996)
announced his retirement as president of the Company. Mr. D'Aloia has agreed not
to compete with the Company for a five year period ending December 31, 1999. As
consideration for his agreement not to compete with the Company, Mr. D'Aloia
will receive $125,000 per year through December 31, 1999. The present value of
payments under this agreement was accrued in 1994. In September 1995, Mr.
D'Aloia agreed to defer the payments due him under this agreement in order to
allow the Company to meet other existing cash commitments. In addition, accrued
payroll includes $197,000 at December 31, 1995 payable to Mr. D'Aloia as
compensation for services rendered in 1994. Interest expense in 1995 includes
approximately $54,000 to Mr. D'Aloia on the Company's non-compete agreement and
the accrued payroll.
In April, 1996, Mr. Andrew D'Aloia, commenced an action against the
Company, in the Supreme Court of the State of New York, Westchester County, to
collect compensation claimed due him for services rendered in 1994 of $197,000
and for all payments under his noncompetition agreement in the amount of
$541,667, of which $83,333 was claimed to be past due, and interest on these
amounts of approximately $40,000.
6
<PAGE> 9
On June 4, 1996, a settlement was reached between the Company and Mr.
D'Aloia. The Company was required to pay Mr. D'Aloia $300,000 in lieu of accrued
compensation and payments on the noncompetition agreement accrued through June
1, 1996. $100,000 was paid upon execution of the settlement agreement and
$200,000 was paid from insurance proceeds received from the fire loss. The
Company resumed payments under the noncompetition agreement which will continue
until an additional $447,916 including interest, has been paid.
In October, 1996, Mr. Dennis DiDonato, a former officer and director of the
Company, filed an action against the Company, it's Chairman of the Board, and
two subsidiaries, in the Supreme Court of the State of New York, Westchester
County, to collect compensation claimed due him for services rendered in 1994
plus interest thereon and for severance allegedly owed him in the sum of
$150,000, plus interest, and for the alleged breach of a unsigned three year
employment contract, in the sum of $500,000 plus interest.
On January 28, 1997, the Company agreed in a settlement to pay Mr. DiDonato
$60,000 in twelve monthly equal installments.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Board of Directors has recommended the adoption of an amendment to the
Company's Certificate of Incorporation that will increase the number of
authorized shares of Common Stock par value $.001 per share, from 15,000,000
shares to 25,000,000 shares. Of the 15,000,000 shares of Common Stock currently
authorized, at the record date there were 9,419,478 shares of Common Stock
outstanding and an aggregate of 1,793,500 shares of Common Stock reserved for
issuance pursuant to outstanding options granted under the Company's stock
option plan.
The purpose of the amendment increasing the authorized number of shares of
Common Stock is to provide the Company with greater flexibility in effecting
acquisitions and financings. Although the company has no current plans,
proposals or understanding that would require the use of the additional shares
of Common Stock to be authorized, the Company recognizes the desirability of
having a sufficient number of authorized shares available for future
acquisitions as well as for public offerings or private placements of Common
Stock or securities convertible or exchangeable into shares of Common Stock. The
proposed amendment would provide the Company with additional flexibility to
effect any future acquisitions and financings or implement additional employee
benefit plans without the delay and expense associated with obtaining the
approval or consent of shareholders at the same time the shares are needed.
The increase in the authorized number of shares of Common Stock will be
effected through an amendment to Article Fourth of the Company's Certificate of
Incorporation. As amended, such paragraph would read as follows:
"FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is 25,000,000 shares,
with a par value of $.001 per share, which shall be
designated "Common Shares"."
Unless required by law or regulatory authorities, it is not anticipated
that any future authorization by a vote of stockholders will be sought for the
issuance of any shares of Common Stock. Stockholders of the Company do not have
any preemptive rights to purchase additional shares of Common Stock, whether now
or hereafter authorized.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock is required for approval of the proposed amendment to the
Company's Certificate of Incorporation. Abstentions and broker non-votes will
not be treated as either a vote for or against the proposal. However, because
the proposal requires the affirmative vote of a majority of the outstanding
shares, abstentions and broker non-votes will have the same effect as a vote
against the proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
APPROVAL OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
7
<PAGE> 10
BOARD OF DIRECTORS AND COMMITTEE MATTERS
The Board of Directors held four meetings during 1996. The Audit Committee
held no formal meetings during 1996. The Audit Committee which consists of
Messrs. Novick and Saretto, reviews the Company's annual and quarterly reports
filed with the Securities and Exchange Commission and meets periodically with
the Company's independent auditors to review the results of their engagement and
any other matters of interest, including the effectiveness of the Company's
system of internal control. The Compensation Committee which consists of Messrs.
Saretto and Winogrado held one formal meeting in 1996. The Company does not have
a Nominating Committee. During 1996, each director of the Company, attended at
least 75% of the combined total of meetings of the Board of Directors and the
committees on which he served while he was a director.
The Company is unaware of any family relationships among its directors,
executive officers or persons nominated or chosen to become directors or
executive officers.
RATIFICATION OF APPOINTMENT OF AUDITORS
Unless contrary instructions are noted on the proxy, it will be voted to
ratify the appointment of Arthur Andersen LLP as independent auditors for the
Company for the year ending December 31, 1997. The Board of Directors recommend
that the Stockholders vote FOR such ratification. Ratification of the
appointment of auditors would require a majority of votes cast thereon. Any
share not voted, whether by abstention, broker non-vote or otherwise, have no
impact on the vote. If the stockholders do not ratify this appointment, other
independent auditors will be considered by the Board of Directors upon the
recommendation of the Audit Committee.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting of Stockholders to be available to respond to appropriate
questions and to have the opportunity to make any statement they feel
appropriate.
Arthur Andersen LLP has served as the independent auditor of the Company's
consolidated financial statements since 1991.
ADVANCE NOTICE BYLAW
Effective after this annual meeting, the Bylaws of the Company provide that
in order for a stockholder to nominate a candidate for election as a director at
an annual meeting of stockholders or propose business for consideration at such
meeting, notice must be given to the Secretary of the Company no more than 90
days nor less than 60 days prior to the first anniversary of the preceding
year's annual meeting.
By Order of the Board of Directors
DAWN TECHNOLOGIES, INC.
Warren K. Novick
Secretary
West Hartford Connecticut
August 21, 1997
A copy of the Company's 1996 annual report on Form 10-KSB will be furnished
without charge to stockholders upon written request to John Scanlon, Chief
Financial Officer, Dawn Technologies, Inc., 433 South Main St., Connecticut
06110. If exhibits to the Form 10-KSB are also requested, there will be a charge
to cover the Company's copying and handling costs.
It is important that proxies are returned promptly. We urge you to fill in,
sign and return the accompanying form of proxy in the prepaid envelope provided,
no matter how large or small your holdings may be.
8
<PAGE> 11
DAWN TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Warren K. Novick
and Murray Trachten, or either one of them, proxies, with full power of
substitution, to vote all shares the undersigned is entitled to vote at the
Annual Meeting of Stockholders of Dawn Technologies, Inc. (the "Company") to be
held at 433 South Main St. West Hartford Connecticut, 06110 on Thursday,
September 18, 1997 at 10:00 A.M. Eastern Time, and all adjournments thereof, and
to vote as directed below upon proposals which are more fully set forth in the
Proxy Statement and otherwise in their discretion upon such other business as
may properly come before the meeting or any adjournment or adjournments thereof,
all as more fully set forth in the Notice of Annual Meeting of Stockholders and
Proxy Statement, receipt of which is hereby acknowledged.
(Continued and to be voted, signed and dated on reverse side)
- --------------------------------------------------------------------------------
[X] PLEASE MARK YOUR
VOTES AS THIS
<TABLE>
<S> <C> <C>
EXAMPLE
FOR ALL WITHHELD
NOMINEES AUTHORITY TO
EXCEPT AS VOTE FOR ALL
INDICATED NOMINEES
HEREIN
1. Election of [ ] N
Directors
</TABLE>
Nominees: Warren Novick, Placedo Saretto
Victor Winogredo, Murray Trachten
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. Proposal to [ ] N N
increase number of
authorized shares
common stock
FOR AGAINST ABSTAIN
3. Approval of [ ] N N
independent
auditors
</TABLE>
For, except vote withheld from the following nominee(s)
- ------------------------------------------------------------
UNLESS OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED "FOR" ALL ITEMS ABOVE
Stockholders Name
Address line 1
- -------------------------------------------
Address line 2
- -------------------------------------------
<TABLE>
<S> <C> <C> <C>
attend [ ] not attend [ ]
meeting meeting
Change of address on [ ]
reverse side
</TABLE>
Signature(s)-------------------------------------------
Date --------------------------------------------------
Please sign exactly as your name or names appear herein. Each joint owner
must sign. When signing as attorney, executor, administrator, trustee, or
guardian please give full title as such.
- --------------------------------------------------------------------------------
