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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 Section 240.14a-11(c)
or Section 240.14a-12
GREENSTONE ROBERTS ADVERTISING, INC.
(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:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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GREENSTONE ROBERTS ADVERTISING, INC.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of
GREENSTONE ROBERTS ADVERTISING, INC. (the "Company") will be held at One
Huntington Quadrangle, Melville, New York 11747, on July 29, 1997 at 10:00 a.m.,
New York time, for the following purposes:
1. To approve a Reverse Stock Split of 1 for 10 shares of Common Stock.
2. To consider and act upon any other business as may properly be
brought before the meeting, and any adjournments or postponements thereof, in
connection with the foregoing or otherwise.
Shareholders of record at the close of business on June 2, 1997 will be
entitled to notice of and to vote at the meeting.
By order of the Board of
Directors,
Anthony V. Curto
Secretary
Dated: Melville, New York
June 18, 1997
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If you do not expect to be present at the meeting and wish your shares
to be voted, please date, sign and mail the accompanying form of proxy as
promptly as possible in the enclosed envelope addressed to the Company's
Transfer Agent.
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GREENSTONE ROBERTS ADVERTISING, INC.
ONE HUNTINGTON QUADRANGLE
MELVILLE, NEW YORK 11747
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PROXY STATEMENT
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The accompanying proxy is solicited by the Board of Directors of Greenstone
Roberts Advertising, Inc., a New York corporation (the "Company"), on behalf of
the Company for use at the Special Meeting of Shareholders to be held at One
Huntington Quadrangle, Melville, New York 11747, on July 29, 1997 at 10:00 a.m.,
New York time, and any adjournments or postponements thereof, at which
shareholders of record on June 2, 1997 will be entitled to vote. On June 2,
1997, the Company had outstanding 7,453,918 shares of Common Stock, par value
$.01 per share (the "Common Stock"). The Common Stock is the only outstanding
class of voting securities of the Company. Each shareholder will be entitled to
one vote for each share of Common Stock held.
The costs of soliciting proxies will be borne by the Company. Such costs
will include charges by the transfer agent for mailing, costs of printing, and
charges by brokers and other custodians, nominees and fiduciaries for forwarding
proxies and proxy material to beneficial owners of shares. Solicitation may be
made by mail, personally, by telephone or telegraph, by officers, directors and
regular employees of the Company; such persons will not be separately
compensated for such solicitation.
The shares represented by an executed form of the accompanying proxy will
be voted as directed with respect to the reverse stock split or, if no
direction is indicated, will be voted in favor of the of the reverse stock
split. Each proxy executed and returned by a shareholder may be revoked at any
time thereafter except as to any matter or matters upon which, prior to such
revocation, a vote shall have been cast pursuant to the authority conferred by
such proxy. Subject to the foregoing, a shareholder may revoke his proxy by
executing another proxy at a later date, by notifying the Secretary of the
Company in writing of his revocation or by attending and voting at the Special
Meeting.
Shareholders may vote For the proposal, vote Against the proposal or
Abstain from voting with respect to the proposal. Assuming a quorum is present,
the affirmative vote of a majority of the votes cast by the holders of the
shares of Common Stock entitled to vote will be required to act on all proposals
that come before the Special Meeting. Abstentions and broker non-votes (when a
nominee holding shares for a beneficial owner has not received voting
instructions from the beneficial owner with respect to a particular matter and
such nominee does not possess or choose to exercise discretionary authority with
respect thereto) will be
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included in the determination of the number of shares of Common Stock present at
the meeting for quorum purposes. However, abstentions and broker non-votes will
not be included in the tabulations of votes cast on proposals presented to
shareholders.
The date of this Proxy Statement is the approximate date on which the Proxy
Statement and the accompanying form of proxy were first sent or given to
shareholders.
PROPOSED REVERSE STOCK SPLIT AND
RELATED AMENDMENT TO CERTIFICATE OF INCORPORATION
The Company's Common Stock is listed on the National Association of
Securities Dealer's Automated Quotations System (the "NASDAQ System"). Under the
NASDAQ rules, to continue listing on the NASDAQ System, a company must have and
maintain, among other things, a minimum bid price per share of $1.00.
As of the date of this Proxy Statement, the Company is in compliance
with all of the NASDAQ requirements, except the requirement for a minimum bid
price of $1.00 per share. The Board of Directors has determined that continued
listing of the Company's Common Stock on the NASDAQ System is in the best
interests of the holders of the Common Stock. If the Common Stock were to be
disqualified for listing on the NASDAQ System, the Common Stock would continue
to be traded only in the "pink sheets" maintained by the National Quotation
Bureau, Inc., which is generally considered to be a less efficient market than
the NASDAQ System. While not necessarily related to listing of the Common Stock
on the NASDAQ System, the price of the Company's Common Stock and, the Board of
Directors believes, the volume of trading in the Common Stock have increased
significantly since the Common Stock has been listed on the NASDAQ System. In
addition, much more stringent initial requirements would have to be met in the
future to relist the Common Stock on the NASDAQ System.
On April 18, 1997 NASDAQ wrote the Company requiring the Company to
submit by July 18, 1997 a plan to comply with the minimum bid price
requirement. To prevent the Common Stock from being delisted from the NASDAQ
System due to the minimum price requirement of $1.00 per share, the Board of
Directors has determined to ask that the Company's stockholders approve a
proposal that would authorize the Board of Directors to cause to be filed an
amendment to the Articles of Incorporation to effect a reverse 1-for-10 stock
split ("Reverse Stock Split"). The complete proposal and amendment to the
Articles of Incorporation are set forth in Appendix A to this Proxy Statement.
The Board of Directors recognizes that reverse stock splits are
sometimes believed to result in a decrease in the aggregate market value of an
issuer's common stock. The Board of Directors
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believes, however, that this possible negative impact is outweighed by what it
perceives to be a greater negative impact upon aggregate market valuation of
delisting the Common Stock from the NASDAQ System.
Certain Effects of a Reverse Stock Split
The Company is currently authorized to issue 31,000,000 shares of
Common Stock, of which at the close of business on June 2, 1997 10,600,000 were
issued (including 3,146,082 shares of treasury stock) and 7,453,918 shares were
outstanding. If a reverse 1-10 stock split is effected, the number of authorized
shares would remain the same, but the number of shares issued and outstanding
would be decreased to approximately 1,060,000 issued shares and approximately
745,400 outstanding shares. With the exception of the number of issued and
outstanding shares, the rights and preferences of the shares of Common Stock of
the Company before and after the Reverse Stock Split will remain the same. If
the Reverse Stock Split is effected, it is not anticipated that the financial
condition of the Company, the percentage ownership of management, the number of
stockholders of the Company, or any other aspect of the Company's business
would materially change as a result of the Reverse Stock Split.
The result of any Reverse Stock Split effected due to the proposed
amendment would be that stockholders of the Company who own ten (10) or more
shares of Common Stock will receive one share of new Common Stock for each ten
(10) shares of Common Stock held at the time of the Reverse Stock Split, and one
additional share in lieu of the issuance of fractional shares of new Common
Stock. Stockholders of the Company who own fewer than ten (10) shares of Common
Stock on the date of the Reverse Stock Split is effected will be entitled to
receive one (1) Share of new Common Stock in lieu of receiving fractional shares
resulting from the Reverse Stock Split.
Federal Income Tax Consequences
THE FOLLOWING DISCUSSION SUMMARIZING CERTAIN FEDERAL INCOME TAX AND NEW
YORK STATE TAX CONSEQUENCES IS BASED ON CURRENT LAW AND IS INCLUDED FOR GENERAL
INFORMATION ONLY. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE
FEDERAL, STATE, LOCAL AND FOREIGN TAX EFFECTS OF THE REVERSE STOCK SPLIT IN
LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES.
The receipt of new Common Stock solely in exchange for Common Stock
will not generally result in recognition of gain or loss to the stockholder. The
adjusted tax basis of the stockholder's new Common Stock will be the same as
the stockholder's adjusted tax basis in the exchanged Common Stock. The holding
period of New Common Stock received solely in exchange for Common Stock will
include the stockholder's holding period in the exchanged Common
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Stock. No gain or loss will be recognized by the Company upon the Reverse Stock
Split.
Exchange of Certificates in the Event of a Reverse Stock Split
If the proposal is approved by the stockholders, the Company will file
an amendment to its Articles of Incorporation with the New York Secretary of
State. The Reverse Stock Split would become effective on the date of that filing
(the "Effective Date"). The Company intends to use its transfer agent, American
Stock Transfer and Trust Company, as its exchange agent in effecting the
exchange of certificates in the event of a Reverse Stock Split.
As soon as practicable after the Effective Date, stockholders will be
notified and requested to surrender their certificates representing their shares
of Common Stock to the Company in exchange for certificates representing shares
of new Common Stock. Commencing with the Effective Date, each certificate
representing shares of Common Stock will be deemed, for all corporate purposes,
to evidence ownership of shares of new Common Stock. If a stockholder owns fewer
than ten (10) shares of Common Stock or holds a number of shares not evenly
divisible by ten (10), that shareholder will receive an additional share of new
Common Stock in lieu of receiving fractional shares of new Common Stock.
For the purpose of determining ownership of Common Stock at the
Effective Date, shares will be considered to be held by the person in whose name
those shares are registered on the stock records of the Company, regardless of
the beneficial ownership of those shares. For example, if certain shares are
registered in the name of a husband and his wife, those two amounts of shares
will be treated separately and as held by two different stockholders for the
purposes of determining ownership of Common Stock at the Effective Date.
No service charges will be payable by stockholder in connection with
the exchange of certificates, all expenses of which will be borne by the
Company.
Stockholder Approval.
The proposal to authorize the Board of Directors to effect a Reverse
Stock Split upon the occurrence of certain conditions must be approved by
holders of a majority of the Company's outstanding shares of Common Stock
entitled to vote at the Special Meeting.
Under New York law, shareholders are not entitled to dissenter's rights
of approval with respect to the proposed amendment to the Company's Certificate
of Incorporation to effect a Reverse Stock Split.
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The Board of Directors has unanimously approved the proposal, and it
is believed that all officers and directors of the Company will vote their
respective shares in favor of the proposal.
The enclosed proxy will be voted with respect to the proposal in
accordance with the instructions specified in the space provided on the proxy
form. If no instructions are given, proxies will be voted FOR approval of the
proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF FOR THE PROPOSAL.
PRINCIPAL SHAREHOLDERS
The following table sets forth the number of shares of Common Stock of the
Company beneficially owned as of June 2, 1997, and the percentage of the
outstanding shares of Common Stock so held, by (i) each beneficial owner of more
than five percent of Common Stock, (ii) each person who is a Director or nominee
of the Company, (iii) each executive officer of the Company named in the Summary
Compensation Table set forth herein and (iv) all Directors and executive
officers as a group.
<TABLE>
<CAPTION>
Number of
Shares
Name of Beneficially Percentage
Beneficial Owner Owned of Class
- -------------------- ----------- ----------
<S> <C> <C>
Ronald M. Greenstone.......... 2,800,000 38%
Gary C. Roberts............... 900,000 12%
Leonard Schrift................ 50,000 1%
Martin S. Sussman.............. 30,000 (1) *%
Anthony V. Curto............... 0 *%
Richard Projain................ 30,000 *%
All Directors and executive
officers as a group
(6 persons)..................3,810,000 51%
</TABLE>
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* Less than 1%
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(1) Includes 10,000 shares of Common Stock over which the holder has sole voting
power and sole investment power.
OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the
Board of Directors intends to present and knows that others will present, at the
Special Meeting of Shareholders is set forth herein. If any other matter or
matters are properly brought before the Special Meeting of Shareholders or any
adjournment or postponement thereof, it is the intention of the persons named in
the accompanying form of proxy to vote on such matters in accordance with his
judgment.
* * *
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APPENDIX A
PROPOSAL TO AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO FILE AN
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO EFFECT A 1-FOR-10
REVERSE SPLIT OF THE COMPANY'S COMMON STOCK
RESOLVED, that the Board of Directors is authorized to file an
amendment to the Company's Articles of Incorporation following this proposal to
effect a reverse 1-for-10 stock split.
AMENDMENT TO ARTICLE OF THE
COMPANY'S ARTICLES OF INCORPORATION
1. The Certificate of Incorporation is amended to effect a Reverse
Stock Split of shares of Common stock of the Corporation, par value $.01 per
share ("Common Stock") on the basis of issuing one share of Common Stock for
each ten (10) issued shares of Common Stock, by amending ARTICLE FOURTH of the
Certificate of Incorporation to read as follows:
FOURTH. The aggregate number of shares which the
corporation shall have authority to issue is thirty-one million
(31,000,000) shares, of which thirty million (30,000,000) shares shall
be designated Common Shares, par value $.01 par share, and 1,000,000
shares shall be designated Preferred Shares, $1.00 par value. The
relative rights, preferences and limitations of the shares of each
class are as follows:
(A) The Preferred Shares authorized hereby may be
issued (i) in such series and with such voting
powers, full or limited, or no voting powers, and
such designations, preferences and relative,
participating, optional or other special rights, and
with such qualifications, limitations or restrictions
thereon, as the Board of Directors shall fix by
resolution, and (ii) in such number of shares in each
series as the Board of Directors shall fix; provided
that the aggregate number of all Preferred Shares
issued does not exceed the number of Preferred Shares
authorized hereby.
(B) Holders of Common Shares shall be
entitled to such dividend, liquidation and voting
rights and such other rights and privileges as are
provided by the Business Corporation Law, subject to
the rights of holders of Preferred Shares issued
pursuant to the provisions of paragraph (A) above.
(i) Upon the filing of this amendment with
the office of the Secretary of State of the
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State of New York, each Common Share, par
value $.01, of the Corporation, issued at
such time, shall be changed into one-tenth
(0.1) of one fully paid and non-assessable
Common Share of the Corporation. In lieu of
the issuance of any fractional shares that
would otherwise result from the reverse
stock split effected by this paragraph, the
Corporation shall issue to any stockholder
that would otherwise receive fractional
shares one (1) additional Common Share.
and further
RESOLVED, that following the effectiveness of this amendment,
certificates for the shares of common stock to be outstanding after the Reverse
Stock Split shall be issued pursuant to procedures adopted by the Corporation's
Board of Directors and communicated to those who are to receive new
certificates; and further
RESOLVED, that the Board of Directors of the Corporation may amend
and/or restate the Corporation's certificate of incorporation pursuant to New
York Business Corporation Law Sections 805 and 807 without approval of the
stockholders of the Corporation, and may direct the officers of the Corporation
to take all other acts as they deem necessary to effectuate the foregoing.
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PROXY
GREENSTONE ROBERTS ADVERTISING, INC.
Special meeting of Shareholders, July 29, 1997
PROXY SOLICITED BY OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ronald M. Greenstone and Gary C. Roberts,
or either of them, proxy, with full power of substitution, to vote all shares of
GREENSTONE ROBERTS ADVERTISING, INC. ("GRRI") that the undersigned is entitled
to vote at the Company's Special Meeting to be held at One Huntington
Quadrangle, Melville, New York 11747, on July 29, 1997 at 10:00 in the morning,
New York time, and at any adjournment thereof, hereby ratifying all that said
proxy or his substitute may do by virtue hereof, and the undersigned authorizes
and instructs said proxy to vote as follows:
1. To give the Board of Directors the authority to file an amendment to the
Restated Certificate of Incorporation of the GRRI to effect a Reverse Stock
Split of GRRI's common stock, par value $.01 per share ("Common Stock"), on the
basis of issuing one (1) share of Common Stock in exchange for each ten (10)
shares of Common Stock currently issued and outstanding.
[] FOR [] AGAINST [] ABSTAIN
2. In their discretion, upon any other matters which may properly come
before the meeting or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 ABOVE, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT,
AND AS THE PROXIES DEEM ADVISABLE ON ANY OTHER MATTERS THAT PROPERLY COME BEFORE
THE MEETING.
Receipt of the Notice of Special Meeting and Proxy Statement of the
Company preceding or accompanying this Proxy is hereby acknowledged.
Dated , 1997
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(L.S.)
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(Signature of Shareholder)
(L.S.)
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(Signature of Shareholder)
Your signature should appear the same as your name appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please indicate the
capacity in which signing. When signing as joint tenants, all parties to the
joint tenancy must sign. When the proxy is given by a corporation, it should be
signed by an authorized officer.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
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