ULTIMISTICS, INC.
c/o 265 Sunrise Avenue, Suite 204
Palm Beach, Florida 33480
(561) 832-5696
PROXY STATEMENT
This proxy statement is furnished by the Board of Directors of
Ultimistics, Inc., a Delaware corporation (the "Company") in connection with its
solicitation of proxies for use at a Special Meeting of Stockholders to be held
on March 17, 1997 (the "Special Meeting") at the time and place set forth in the
accompanying Notice of Special Meeting of Stockholders, or any postponements or
adjournments thereof. Mailing of the proxy statement and the accompanying proxy
card to stockholders will commence on or about February 28, 1997.
Record holders of common stock, par value $.00001 per share (the
"Common Stock"), at the close of business on February 21, 1997 (the "Record
Date") are entitled to one vote for each share held on all matters to come
before the Special Meeting. On the Record Date, 28,565,551 shares of Common
Stock were outstanding and entitled to vote.
Voting
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted in accordance with the directions given, and, in
connection with any other business that may properly come before the Special
Meeting, in the discretion of the persons named in the proxy. In voting by
proxy, stockholders may vote in favor of the proposals or against the proposals
or may abstain from voting. If no direction is given on a proxy, it will be
voted for all proposals, including the proposal to change the state of
incorporation of the Company from Delaware to Florida.
A proxy delivered pursuant to this solicitation is revocable at any
time prior to its exercise by giving written notice to the Secretary of the
Company, by delivering a later dated proxy, or by voting in person at the
Special Meeting. Attendance at the Special Meeting will not, in itself,
constitute revocation of a proxy.
A majority of the outstanding shares of Common Stock, represented in
person or by proxy, constitutes a quorum for transaction of business at the
Special Meeting. Although Proposals 1 and 2 do not require shareholder vote for
adoption of the Board of Directors resolution, the Board of Directors is
requesting an advisory consensus from its shareholders. If you sign, date and
mail your proxy card without indicating how you want to vote, your proxy will be
voted in favor of Proposals 1, 2 and 3. If you fail to return your card and are
not otherwise present at the meeting, your vote will not be counted.
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WITHDRAWAL OF FORM 10 REGISTRATION UNDER THE
SECURITIES ACT OF 1934
(Item No. 1)
Companies that have more than 500 shareholders and assets in excess of
$5,000,000 are required, pursuant to the Securities and Exchange Act of 1934
(the "Exchange Act"), to register the equity securities held by such
shareholders. In June, 1996, the Company filed a registration statement on Form
10 register, under the Exchange Act, the Company's Common Stock.
Although the Company originally sought to register its Common Stock
under the Exchange Act in order to comply with the foregoing requirements, the
Company's registration statement on Form 10 has received substantial and
extensive comments from the Staff of the Securities and Exchange Commission. In
view of the foregoing and in view of the Board of Directors' concern that
registering the Company's Common Stock under the Exchange Act may be premature
in the Company's development, the Board of Directors has determined that it may
be advisable to withdraw such registration statement when legally permitted to
do so, thereby reducing the estimated expense of compliance, as well as limiting
the anticipated future expenses of filing annual and periodical reports with
respect to such Common Stock with the Securities and Exchange Commission.
Although not required to do so, the Board of Directors is seeking the advice of
its shareholders on the following resolution:
Withdrawing the Company's Form 10 registration of securities
under Section 12(b) or 12(g) of the Exchange Act, currently on
file with the Securities and Exchange Commission, at such time
as it is legally authorized to do so.
Although the Board of Directors presently intends to withdraw such filing as
soon as it is legally permissible to do so, it will consider the advice of its
shareholders in determining whether to proceed with the proposal. The Board is
not obligated to accept the consensus of its shareholders; however, your
advisory comment is requested by the Company and its Board of Directors.
DE-LISTING OF THE COMPANY'S SECURITIES
(Item No. 2)
The Company's Common Stock is currently traded on the OTC Bulletin
Board. In order to permit continued trading on the OTC Bulletin Board, the
Company must periodically disseminate current financial and other information,
as required by the rules and regulations adopted under the Exchange Act. Because
the Company is in the development stage and because the Company's assets are not
currently sufficient to qualify for trading on the NASDAQ, the Board of
Directors believes that it may be advisable to reduce the expenses and efforts
associated with maintaining continued listing of the Company's Common Stock on
the OTC Bulletin Board
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until such time as the Company may qualify for listing of its equity securities
on the NASDAQ, or until such time as the Company determines to re-qualify for
OTC Bulletin Board listing.
The Board of Directors believes that it may be in the best interest of
the Company to delist its shares from trading because the advantages to the
Company and its shareholders of the limited market that exists for the Company's
Common Stock is not significant enough to justify the expense and burden
associated with continued listing; therefore, the Board of Directors is
requesting the advice of its shareholders with respect to the Board's resolution
to:
de-list or otherwise suspend or terminate trading of the
Company as soon as practicable, with authority granted to the
Board of Directors and officers of the Company to list the
Company's Common Stock for trading on an exchange at a later
date or reestablish trading of such shares at a later date, at
such time as the Board of Directors deems, in its discretion,
it practicable to do so.
Although the Board of Directors presently intends to proceed with the
de-listing or suspension of the Company's Common Stock as soon as it is legally
permissible and practicable to do so, it will consider the advice of its
shareholders in determining whether and when to take action called for in the
proposal. Although the Board is not obligated to obtain the vote of its
shareholders to the contemplated action, your advice is requested by the Company
and its Board of Directors.
REINCORPORATION OF THE COMPANY FROM DELAWARE TO FLORIDA
(Item No. 3)
General
The Company's Board of Directors has unanimously approved, and for the
reasons described below, unanimously recommends that the Company's stockholders
approve the following resolution:
Directing the officers and directors of the Company to take
any and all legal steps required to transfer the domicile of
the Company from the State of Delaware to the State of Florida
and re-locating the corporate offices of the Company to such
location as the Board of Directors deems appropriate.
The proposal (the "Reincorporation Proposal") provides, among other things, for
the change of the Company's state of incorporation from Delaware to Florida.
This change of domicile (the "Reincorporation") will be accomplished through a
merger of the Company into Ultimistics Merger Corporation, a Florida corporation
("UMC"). UMC is a recently formed, wholly-owned subsidiary of the Corporation.
The Reincorporation will change the law applicable to the
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Corporation's corporate affairs from Delaware to Florida law, and thus will
result in some differences in stockholders' rights. The material differences are
more fully discussed below.
The Reincorporation will also mean that the Company's corporate affairs
will be governed by the Articles of Incorporation and Bylaws of UMC, which are
referred to herein as the "New Articles" and "New Bylaws", respectively. The New
Articles and New Bylaws will be substantially the same as the Company's current
Certificate of Incorporation (the "Present Charter") and Bylaws (the "Present
Bylaws"). Copies of the New Articles and New Bylaws are available for inspection
at the Company's offices. Copies of the Present Charter and the Present Bylaws
are available for inspection at the office of the President of the Company at
the address set forth on the cover page of this Proxy Statement, and copies will
be sent to stockholders upon request.
Manner of Effecting Reincorporation
The following summary does not purport to be a complete description of
the Reincorporation Proposal and is qualified in its entirety by reference to
the New Articles, the New Bylaws, and the proposed Agreement and Plan of Merger
(the "Merger Agreement") between the Company and UMC, a copy of the form of
which is available at the Company's offices.
The proposed Reincorporation will be effected by merging the Company
with and into UMC (the "Reincorporation Merger") pursuant to the terms of the
Merger Agreement. At the Effective Time (as defined in the Merger Agreement),
the separate corporate existence of the Company will cease. UMC will succeed to
all the business, properties, assets, and liabilities of the Company and to the
Company's name. At or shortly after the Effective Time, UMC's corporate name
will be changed to "Ultimistics, Inc." The directors, officers, and employees of
the Company will become the directors, officers, and employees of UMC. Shares of
capital stock of the Company issued and outstanding immediately prior to the
Effective Time will, by virtue of the Reincorporation Merger, be converted into
an equal number of the same class of fully paid and non-assessable shares of
UMC's capital stock, par value $.00001 per share (the "UMC Shares"). The UMC
Shares will have the same terms as shares of the same class of the Company's
capital stock, subject to the differences arising by virtue of the differences
between Delaware and Florida law.
From and after the Effective Time, each holder of a certificate
representing the shares of capital stock of the Company (a "Delaware
Certificate") shall be deemed for all purposes to be the holder of the UMC
Shares into which the shares represented by his or her Delaware Certificates
have been converted. In addition, each holder of a Delaware Certificate
outstanding immediately prior to the Effective Time shall receive upon surrender
for cancellation of such Delaware Certificate a new certificate representing the
same number and class of UMC Shares.
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After the Effective Time, each certificate representing shares of
capital stock of the Company shall for all purposes be deemed to evidence the
ownership of the same number and class of shares of UMC as are set forth in such
certificate. After the Effective Time, each holder of an outstanding certificate
representing shares of the Company's capital stock may surrender the same to the
Company's registrar and transfer agent for cancellation, and each such holder
shall be entitled to receive in exchange therefor a certificate(s) evidencing
the ownership of the same number and class of shares of UMC's capital stock as
are represented by the certificate(s) of the Company surrendered to the
Company's registrar and transfer agent.
Approval of the Reincorporation Proposal will not result in any change
in the name, business, management (except for relocation of the principal
executive offices), capitalization, assets, or liabilities of the Company. The
UMC Shares will continue to be traded without interruption on the OTC Bulletin
Board. The Company's stock option plans will be continued by UMC and each
outstanding option issued pursuant to such plans will be converted into an
option to purchase the sane number of UMC Shares as the number of shares of
Common Stock of the Company that are purchasable under each and such option
immediately prior to the Effective Time, at the same option price per share and
upon the same terms and subject to the same conditions as are in effect
immediately prior to the Effective Time. The Company's other employee benefit
plans and arrangements will also be continued by UMC upon the same terms and
subject to the same conditions.
It is anticipated that the Reincorporation Merger will become effective
as soon as practicable following stockholder approval. However, the Merger
Agreement provides that the Reincorporation Merger may be abandoned by the Board
of Directors of the Company prior to the Effective Time, either before or after
stockholder approval. In addition, the Merger Agreement may be amended prior to
the Effective Time, either before or after stockholder approval, provided that
the Merger Agreement may not be amended after stockholder approval if such
amendment would (i) alter or change the number or kind of shares to be received
by stockholders in the Reincorporation Merger, (ii) alter or change any term of
the New Articles, or (iii) alter or change any of the terms or conditions of the
Merger Agreement if such alteration or change would adversely affect the
stockholders of the Company. The Merger Agreement provides that the consummation
of the Reincorporation Merger is subject to certain conditions, including the
absence of pending or threatened litigation regarding the Reincorporation, and
the receipt of all necessary consents from third parties with whom the Company
has agreements.
Appraisal rights will not be available to holders of the Company's
Common Stock in connection with the Reincorporation Proposal.
Reasons for the Proposed Reincorporation
Franchise tax savings is the principal reason for the proposed
Reincorporation. Moreover, the Board of Directors believes that the Florida
Business Corporation Act (the "Florida Act") will meet the Company's business
needs, and that the Delaware General Corporation Law (the
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"Delaware Act") does not offer corporate law advantages sufficient to warrant
payment of the franchise tax burden that results from maintaining a Delaware
domicile. The Florida Act is a comprehensive, modern and flexible statute based
on the Revised Model Business Corporation Act. For the most part, it provides
the flexibility in management of a corporation and in the conduct of various
business transactions that is characteristic of the Delaware Act. See "Material
Differences between Delaware and Florida Corporate Laws."
Conversely, the Board of Directors has determined that there is a
significant detriment to continuing to be incorporated under Delaware law.
Delaware imposes an annual corporation franchise tax on all corporations
incorporated under the laws of Delaware. Because the Company is a Delaware
corporation, it has been required to pay the annual franchise tax to the State
of Delaware. The Company believes that the cost of reincorporating in the State
of Florida will be less than the cost of one year's assessment of the Delaware
corporate franchise tax, and that the Company will realize a benefit by
eliminating the corporate franchise tax expense for future years by
incorporating in Florida. Florida does not impose a corporate franchise tax or
similar tax.
Comparison of Stockholder Rights
The Company is currently a Delaware corporation and is governed by the
provisions of Delaware law. UMC is a Florida corporation and is governed by the
provisions of Florida law. If the proposed Reincorporation is approved, the
Company will be merged into UMC and UMC will continue to be governed by Florida
law. Because the New Articles and New Bylaws will not differ materially from the
Present Charter and the Present Bylaw, the principal differences between the
rights of stockholders of the Company and the rights of stockholders of UMC will
arise because of differences between Delaware law and Florida law. The following
is a summary of certain material differences between the rights of stockholders
of Delaware corporations and the rights of stockholders of Florida corporation:
Proxy Requirements. Under Florida law, proxies are valid for an
eleven-month period unless otherwise specified therein. Under Delaware law,
proxies are valid for up to three years unless otherwise specified therein. In
addition, Florida law specifies that, under certain circumstances, proxies from
pledgers, purchasers, creditors, contract employees, and persons designated in a
stockholders agreement are irrevocable. Under Delaware law, a proxy is
irrevocable if it specifically states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support that power.
Derivative Actions. Both Delaware law and Florida law permit
stockholders to bring derivative actions on behalf of a corporation. Under
Florida law, however, a stockholder must obtain court approval if he or she
wishes to settle or discontinue a derivative action. If the court finds that the
derivative action was without reasonable cause, the court may require the
plaintiff to pay the defendant's reasonable expenses.
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Control Share Act. Florida law regulates the voting of shares of
certain Florida corporations by persons that acquire a large block of stock in
those corporations. Florida law prohibits the voting of shares in a
publicly-held Florida corporation that are acquired in a "control share
acquisition" unless the holders of a majority of the corporation's voting shares
(exclusive of shares held by officers of the corporation, inside directors, or
the acquiring party) approve the granting of voting rights as to the shares
acquired in the control share acquisition. A "control share acquisition" is
defined as an acquisition that immediately thereafter entitles the acquiring
party to vote in the election of directors within each of the following ranges
of voting power: (i) one-fifth or more but less than one-third of such voting
power, (ii) one-third or more but less than a majority of such voting power, and
(iii) more than a majority of such voting power. Florida law allows the Board of
Directors of a corporation to exclude an acquisition from the reach of the
prohibition on the voting of shares acquired in a "control share acquisition."
Delaware law does not contain similar control she acquisition provisions.
Appraisal Rights. Both Delaware law and Florida law grant rights of
dissent and appraisal, with certain exceptions, to stockholders of corporations
that are parties to a merger or consolidation. However, Florida law extends the
right of dissent and appraisal, again, with certain exceptions, to other
corporate actions, such as (i) a sale or exchange of all or substantially all of
the corporation's property other than in the ordinary course of business; (ii)
the approval of a control share acquisition; (iii) certain amendments to the
articles of incorporation; and (iv) a statutory share exchange.
Director Exculpation. Florida law eliminates a director's monetary
liability to a corporation or any other person for any statement, vote,
decision, or failure to act, regarding corporate management or policy, unless
the director breaches or fails to perform his duties as a director and the
breach or failure constitutes (i) a violation of criminal law, unless the
director had reasonable cause to believe his conduct was lawful, (ii) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly, (iii) an assent to an unlawful declaration of dividends
or distribution of corporate assets, or any unlawful purchase of the
corporation's own shares, (iv) in any action by or in the right of the
corporation or a stockholder, conscious disregard for the best interests of the
corporation, or willful misconduct, or (v) in an action by any other person,
recklessness, or an act or omission committed in bad faith, or with malicious
purpose, or in a manner exhibiting wanton and willful disregard of human rights,
safety, or property. The provisions of Florida law are self-implementing in that
a corporation need not take any action to avail its directors of these
protections.
Delaware law provides that a corporation may adopt a provision
in its certificate of incorporation either limiting or eliminating the monetary
liability of directors to the corporation or its stockholders for breach of
their fiduciary duties as directors. Delaware law provides, however, that such
provisions shall not limit or eliminate the liability of a director for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law,
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(iii) an unlawful declaration and payment of dividends or unlawful purchase or
redemption of the corporation's stock, or (iv) any transaction from which the
director derived an improper personal benefit. The Present Charter contains
provision eliminating the personal liability of directors to the extent
permitted by Delaware law.
Declaration of Dividends. Delaware and Florida law differ concerning
the sources from which dividends may be paid. Florida law permits dividends to
be paid only from a corporation's surplus. Delaware law, however, allows
dividends to be paid from a corporation's net profits or surplus. This
difference becomes relevant if a corporation operates at a loss for several
years and then begins to accumulate profits. In such a circumstance
(disregarding the possible revaluation of assets or other creation of capital
surplus), Florida law would not permit a dividend until earnings have eradicated
any existing capital deficiency and a surplus exists. Delaware law, by allowing
dividends from either surplus or net profits, would permit a dividend from net
profits if the dividend does not itself exceed the net profits or impair the
capital represented by preferred stock.
The foregoing summary does not purport to be a complete statement of
the rights of holders of the Company's capital stock and UMC Shares under, and
is qualified in its entirety by reference to, the relevant provisions of
Delaware law, Florida law, the New Articles and New Bylaws, and the Present
Charter and Present Bylaws.
Federal Income Tax Consequences
The Company has been advised by counsel that for federal income tax
purposes, the Reincorporation Merger will constitute a reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended, and that the
holders of capital stock of the Company will not recognize any gain or loss as a
result of the Reincorporation Merger. For federal income tax purposes, each
stockholder of the Company will retain the same tax basis in his or her UMC
Shares as he or she had in the corresponding shares of capital stock of the
Company held immediately prior to the Effective Time, and the holding period for
the UMC Shares will include the period during which the stockholder held the
corresponding capital stock of the Company, provided that such corresponding
capital stock was held as a capital asset at the Effective Time.
Although it is not expected that state or local income tax consequences
will vary from the federal income tax consequences described above, stockholders
should consult their own tax advisors as to the effect of the reorganization
under state, local, or foreign income tax laws.
The Company has also been advised by counsel that it will not recognize
any gain, loss, or income for federal income tax purposes as a result of the
Reincorporation Merger, and that UMC will succeed, without adjustment, to the
tax attributes of the Company.
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The Board of Directors recommends that the stockholders vote FOR
approval of the Reincorporation Proposal.
Vote Required; Board Recommendation
The Board recommends a vote for Proposals 1, 2 and 3. If you sign, date
and mail your proxy card without indicating how you want to vote, your proxy
will be voted in favor of Proposals 1, 2 and 3. If you fail to return your card
and are not otherwise present at the meeting, your vote will not be counted.
Approval of Proposal 3 requires the affirmative vote of the holders of
a majority of the aggregate number of outstanding shares of Common Stock of the
Company. The Company, as the sole stockholder of UMC, has approved and adopted
the Merger Agreement on behalf of UMC. A vote FOR the Reincorporation Proposal
will constitute a vote in favor of approval of the Merger Agreement and the
transactions contemplated thereby as well as approval of the New Articles and
New Bylaws, and approval of the increase in authorized capital stock contained
in the New Articles.
Principal Security Holders
The following table sets forth certain information with respect to the
only persons known by the Company to own beneficially in excess of five percent
of the outstanding shares of Common Stock as of February 21, 1997:
Number Percent
Name and Address of Beneficial Owner of Shares of Class
Yves-Victor Uzan(1) 3,600,000(1) 12.60%
71 rue du FBT St. Honore
75008 Paris, France
Skyguards, S.A.(2) 5,780,000(2) 20.65%
15 boulevard Royal
1-2449 Luxembourg
Fode Diop 2,800,000 9.80%
P.O. Box 15870
Dakar-Fann
Senegal, West Africa
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(1) Includes 1,200,000 shares legally held of record by each
of Stephane Uzan, Yves-Victor Uzan's son, whose address is 24
rue de Chazelles 75017 Paris, France, and Yakimoto Investment
Fund, on behalf of which Yves-Victor Uzan has signature
authority, whose address is International Building, Bank Lane,
Nassau, Bahamas. Mr. Uzan has advised the Company that he does
not have any legal or beneficial ownership interest, directly
or indirectly, in Yakimoto Investment Fund.
(2) Yves-Victor Uzan, the Company's president and director,
has signature authority on behalf of Skyguards, S.A., a
Luxembourg company. Mr. Uzan has advised the Company that he
does not have any legal or beneficial ownership interest,
directly or indirectly, in Skyguards, S.A., and that he does
not beneficially own the shares of the Company's Common Stock
owned by Skyguards, S.A.
OTHER INFORMATION
Expenses of Solicitation
The cost of this solicitation will be borne by the Company. In addition
to the use of the mail, regular employees of the Company may solicit proxies
personally or by telephone or facsimile. The Company will reimburse brokers,
banks, and other custodians, nominees and fiduciaries for their reasonable
expenses in forwarding solicitation materials to beneficial owners of Common
Stock.
Other Business
As of the date of this proxy statement, the Board of Directors knows of
no business to be presented at the Special Meeting other than as set forth in
this proxy statement. If other matters properly come before the meeting, the
persons named as proxies will vote on such matters in their discretion.
February 28, 1997.
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ULTIMISTICS, INC.
February 28, 1997
Dear Fellow Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
Ultimistics, Inc., to be held on March 17, 1997, at 265 Sunrise Avenue, Suite
204, Palm Beach, Florida 33480, commencing at 2:00 p.m., local time.
The enclosed notice and proxy statement contain details concerning the
business to be considered at the meeting. The Board of Directors of the Company
recommends a vote "FOR" withdrawing the Company's Form 10 registration of
securities under Section 12(b) or 12(g) of the Exchange Act currently on file
with the Securities and Exchange Commission, at such time as it is legally
authorized to do so; "FOR" de-listing or otherwise suspending or terminating
trading of the Company as soon as practicable, with authority granted to the
Board of Directors and officers of the Company to list the Company's common
stock for trading on an exchange at a later date or re-establishing trading of
such shares at a later date, at such time as the Board of Directors deems, in
its discretion, it practicable to do so; and "FOR" directing the officers and
directors of the Company to take any and all legal steps required to transfer
the domicile of the Company from the State of Delaware to the State of Florida
and re-locating the corporate offices of the Company to such location as the
Board of Directors deems appropriate.
We sincerely hope that you will be present at the Special Meeting. Whether
or not you plan to attend, please complete, sign, date and return the
accompanying proxy card in the enclosed envelope to make sure that your shares
will be represented at the meeting.
Very truly yours,
/s/Frederic G. Hassid
Frederic G. Hassid
President
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SCHEDULE 14A INFORMATION
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
ULTIMISTICS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee:
[ ]* $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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.
(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:
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
__________________________________
*Previously paid at the time original preliminary proxy materials were filed.
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ULTIMISTICS, INC.
PROXY
SOLICITED BY MANAGEMENT OF THE COMPANY
INSTRUMENT OF PROXY FOR THE SPECIAL MEETING OF ULTIMISTICS, INC. (the
"Company") TO BE HELD ON MARCH 17, 1997. THIS PROXY IS SOLICITED ON
BEHALF OF THE MANAGEMENT OF THE COMPANY.
The undersigned hereby appoints Frederic G. Hassid, President and director
of Ultimistics, Inc. or any member of the Board of Directors, with power of
substitution, to represent and vote on behalf of the undersigned all shares of
common stock of Ultimistics, Inc. which the undersigned is entitled to vote at
the Special Meeting of Shareholders to be held at 265 Sunrise Avenue, Suite 204,
Palm Beach, Florida 33480, on the 17th day of March, 1997, at 2:00 p.m., and at
any postponements or adjournments thereof, hereby revoking all proxies
heretofore given with respect to such stock, upon the following proposals.
Without limiting the general powers hereby conferred, said Proxy holder is
directed to vote, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR 1, 2, and 3:
1. FOR ______ AGAINST ______ ABSTAIN ______
the Resolution of the Board of Directors:
Withdrawing the Company's Form 10 registration of securities under
Section 12(b) or 12(g) of the Securities and Exchange Act of 1934
(the "Exchange Act"), currently on file with the Securities and
Exchange Commission, at such time as it is legally authorized to
do so.
2. FOR ______ AGAINST ______ ABSTAIN ______
the Resolution of the Board of Directors:
Delisting or otherwise suspending or terminating trading of the
Company as soon as practicable, with authority granted to the
Board of Directors and officers of the Company to list the
Company's common stock for trading on an exchange at a later date
or re-establishing trading of such shares at a later date, at such
time as the Board of Directors deems, in its discretion, it
practicable to do so.
3. FOR ______ AGAINST ______ ABSTAIN ______
the Resolution of the Board of Directors:
Directing the officers and directors of the Company to take any
and all legal steps required to transfer the domicile of the
Company from the State of Delaware to the State of Florida and re-
locating the corporate offices of the Company to such location as
the Board of Directors deems appropriate.
4. Any and all other matters that may properly come before the meeting.
PLEASE DATE AND SIGN ON REVERSE
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING BY
THE PROXY HOLDER HEREBY APPOINTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH
IN THIS PROXY. IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED FOR THE
RESOLUTION. WITH RESPECT TO ANY AMENDMENTS OR VARIATIONS IN THE PROPOSAL SET OUT
ABOVE, OR OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING, THE SHARES
WILL BE VOTED BY THE PROXY HOLDER HEREBY APPOINTED IN THE PROXY HOLDER'S SOLE
DISCRETION.
The undersigned hereby revokes any instrument of Proxy heretofore given with
reference to the said Meeting or any adjournment thereof.
NOTES:
1. A Proxy, to be valid, must be dated and signed by the member or
his attorney authorized in writing, or, where the member is a
corporation, by a duly authorized officer or attorney of the
Company. If the Proxy is executed by an attorney for an
individual member or by an officer or attorney of a corporate
member not under its common seal, the instrument so empowering
the officer or the attorney, as the case may be, or a notarial
copy thereof, must accompany the proxy instrument.
2. A Proxy, to be effective, must be deposited at the office of
the Registrar and Transfer Agent of the Company, Interstate
Transfer Company, Suite 260, 56 West 400 South, Salt Lake City,
Utah 84101, before the close of business on the 14th day of
March, 1997, or with the Chairman of the Meeting prior to the
commencement of the Meeting.
Date: _____________________ ___________________________________
Signature of Member
or Authorized Signatory
___________________________________
Name (please print)
___________________________________
Address
___________________________________
Number of Shares: __________________
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