SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CASDIM INTERNATIONAL SYSTEMS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
. . . . . . . . . . . .
(2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . .
(3) Filing Party:
. . . . . . . . . . . .
(4) Date Filed:
. . . . . . . . . . . .
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DRAFT - 5/8/98
CASDIM INTERNATIONAL SYSTEMS, INC.
150 East 58th Street
New York, New York 10155
May 22, 1998
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend a
Special Meeting of the Stockholders of Casdim International Systems, Inc. (the
"Company"). The Special Meeting will be held at 10:00 a.m., local time, on
Monday, June 22, 1998, at the offices of the Company, 150 East 58th Street, 17th
Floor, New York, New York.
The matters expected to be acted upon at the meeting are described in the
attached Notice of Special Meeting and Proxy Statement. During the meeting,
stockholders who are present at the meeting will have the opportunity to ask
questions and express their views.
It is important that your views be represented at the Special Meeting
whether or not you are able to be present. Please complete, sign and date the
enclosed proxy card and promptly return it to us in the postpaid envelope
provided. The return of a proxy card will not prevent you from voting in person
at the meeting.
Sincerely,
Yehuda Shimshon
Chairman, President & CEO
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CASDIM INTERNATIONAL SYSTEMS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
June 22, 1998
New York, New York
May 22, 1998
A Special Meeting of Stockholders of Casdim International Systems, Inc., a
Delaware corporation (the "Company"), will be held at 10:00 a.m., local time, on
Monday, June 22, 1998, at the offices of the Company, 150 East 58th Street, 17th
Floor, New York, New York, to consider and act upon a proposal to amend the
Company's Certificate of Incorporation to (A) effect a reverse stock split of
the outstanding shares of the Company's Common Stock, par value $.01 per share
in which each eight shares of outstanding Common Stock would be combined into
one share of new Common Stock, par value $.01 per share and (B) reduce the
number of authorized shares of Common Stock from 30,000,000 to 15,000,000
shares.
Only stockholders of record at the close of business on May 18, 1998 will
be entitled to receive notice of, and to vote at, the Special Meeting and any
adjournment or postponement thereof. All stockholders of the Company are
cordially invited to attend the Special Meeting.
By Order of the Board of Directors,
Gary P. Tober
Secretary
IF YOU DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN ORDER THAT YOUR
SHARES MAY BE VOTED. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
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CASDIM INTERNATIONAL SYSTEMS, INC.
150 East 58th Street
New York, New York 10155
Proxy Statement
Special Meeting of Stockholders
June 22, 1998
This Proxy Statement is being furnished to stockholders of Casdim
International Systems, Inc., a Delaware corporation (the "Company"), in
connection with the Special Meeting of the Company's Stockholders (the "Special
Meeting") to be held at 10:00 a.m., local time, on Monday, June 22, 1998, at the
offices of the Company, 150 East 58th Street, 17th floor, New York, New York,
and at any adjournment or postponement thereof. The Board of Directors of the
Company is soliciting proxies to be voted at the Special Meeting.
This Proxy Statement and attached Notice of Special Meeting, and the
enclosed proxy card are expected to be mailed to stockholders on or about May
22, 1998.
Proxy Procedure
Only stockholders of record at the close of business on May 18, 1998 (the
"Record Date"), are entitled to receive notice of, and to vote in person or by
proxy, at the Special Meeting and any postponement or adjournment thereof.
The Company's Board of Directors solicits proxies so that each shareholder
has the opportunity to vote on the proposal to be considered at the Special
Meeting. Stockholders are urged to mark the boxes on the proxy card to indicate
how their shares are to be voted. When a proxy card is returned properly signed
and dated, the shares represented thereby will be voted in accordance with the
instructions marked on the proxy card. If a shareholder returns a signed and
dated proxy card but does not mark the appropriate boxes, the shares represented
by that proxy card will be voted for the proposal to effect the reverse stock
split.
A stockholder may revoke his or her proxy at any time before it is voted
by: (i) giving notice of revocation in writing to the Secretary of the Company
at the address given above; (ii) submitting a proxy card bearing a later date;
or (iii) appearing in person and voting at the Special Meeting. If a stockholder
attends the Special Meeting, he or she may vote by ballot.
Cost of Solicitation
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited in person or by telephone or other means by directors, officers or
other regular employees of the
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Company, who will not be specially compensated therefor. The Company will
reimburse brokerage houses and other custodians, nominees and fiduciaries for
their expenses in forwarding proxy material to the beneficial owners of stock in
accordance with the regulations of the Securities and Exchange Commission
concerning the forwarding of proxies and proxy material to the beneficial owners
of the stock.
Quorum and Voting
The outstanding voting stock of the Company as of the Record Date consisted
of [15,454,001] shares of Common Stock, par value $0.1 per share (the "Common
Stock") each of which is entitled to one vote. A majority of the outstanding
shares of the Common Stock, represented in person or by proxy at the Special
Meeting, will constitute a quorum.
The proposal to effect a reverse stock split requires the affirmative vote
of a majority of the vote represented by all shares of Common Stock outstanding
on the Record Date. Thus, stockholders who do not vote on, or who vote to
abstain will in effect be voting against that proposal.
Management of the Company has been advised by Yehuda Shimshon, the
Company's Chairman, President and Chief Executive Officer, and Cedarwood Trading
& Investment Ltd. ("Cedarwood"), who together are the beneficial owners of
approximately 53.4% of the outstanding shares of Common Stock, that they
presently intend to vote in favor of the proposal for the reverse stock split,
thereby assuring the passage of such proposal.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the Record Date
regarding the Company's Common Stock beneficially owned by (i) each person known
by the Company to own beneficially more than five percent of the Company's
Common Stock, (ii) each individual director and executive officer of the
Company, and (iii) all of the current directors and executive officers as a
group.
Shares of
Common Stock
Name (1) Beneficially Owned Percent of Class
- -------- ------------------ ----------------
Yehuda Shimshon 8,250,000 (2) 53.38%
Cedarwood Trading & Investment 25.88%
Ltd............................. 4,000,000
Doron Leave........................ None ---
Israel Shimshon.................... None ---
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Shares of
Common Stock
Name (1) Beneficially Owned Percent of Class
- -------- ------------------ ----------------
All executive officers and
directors as a group (4 persons).... 8,250,000 53.38%
- --------------------
(1) The address for Mr. Yehuda Shimshon is 150 East 58th Street, New York, New
York 10155. The address for Cedarwood is c/o Bank of Bermuda, 6 Front
Street, Hamilton HM 11, Bermuda. The address for Messrs. Doron Leave and
Israel Shimshon is 5 Haofan Street, Kiryat-Arie, P.O. Box 3599, Petah
Tikva, Israel 49130.
(2) Includes 4,000,000 shares of Common Stock held by Cedarwood. Mr. Yehuda
Shimshon is the primary beneficiary of a trust that holds such shares.
Accordingly, he may be deemed to be the beneficial owner of such shares.
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
EFFECT AN EIGHT TO ONE REVERSE SPLIT OF COMMON STOCK
Introduction
The Board of Directors believes that it would be in the best interests of
the Company and its stockholders to adopt an amendment to the Company's
Certificate of Incorporation (the "Reverse Split Amendment"), which will (i)
effect a reverse stock split (the "Reverse Split") of one new share of Common
Stock for each eight issued and outstanding shares of Common Stock and (ii)
reduce the number of shares of Common Stock authorized for issuance from
30,000,000 to 15,000,000.
Following the filing with the Secretary of State of Delaware of the Reverse
Split Amendment thereby completing the Reverse Split (the "Effective Date"), the
Board will notify the stockholders that the Reverse Split has been effected. The
full text of the Reverse Split Amendment is set forth in the proposed
Certificate of Amendment to the Company's Certificate of Incorporation (the
"Certificate of Amendment"), which is Exhibit A attached to this Proxy
Statement, and the discussion of the Reverse Split and the Reverse Split
Amendment is qualified in its entirety by reference to the Certificate of
Amendment, which is incorporated herein by reference as if fully set forth
herein.
Pursuant to Section 242(c) of the Delaware General Corporation Law, the
Board of Directors has reserved the right, notwithstanding stockholder
authorization of the Reverse Split Amendment, to cancel the filing of the
Reverse Split Amendment without further action by the stockholders, if, at any
time prior to the Certificate of Amendment being filed with the Secretary of
State of the State of Delaware, the Board of Directors, in its sole discretion,
determines that the Reverse Split
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Amendment is no longer in the best interests of the Company and its
stockholders. The Board of Directors may consider a variety of factors in
determining whether or not to proceed with the Reverse Split Amendment,
including, but not limited to, overall trends in the stock market, recent
changes and anticipated trends in the per share market price of the Common
Stock, business developments and the Company's actual and projected financial
performance.
The Board of Directors of the Company has unanimously approved the Reverse
Split Amendment as described herein, subject to the adoption thereof by the
stockholders of the Company, and recommends that stockholders vote "FOR" the
Reverse Split Amendment.
Purpose and Background of the Reverse Split Amendment
The Board's primary objective in proposing the Reverse Split Amendment is
to raise the per share price of the Common Stock in an effort to improve the
potential ability of the Company to raise capital by issuing additional shares.
The Board of Directors believes that certain securities firms discourage their
registered representatives from recommending the purchase of lower-priced
corporate securities. Additionally, the policies and practices of a number of
brokerage houses tend to discourage individual brokers within those firms from
dealing in lower-priced stocks. Some of these policies and practices relate to
the payment of brokers' commissions and to time-consuming procedures that
operate to make the handling of lower-priced stocks economically unattractive to
brokers. Consequently, the Board of Directors believes that this limits the
marketability of the Common Stock at its current per share price. For instance,
the Board of Directors believes that the low per share market price of the
Common Stock impairs the marketability and acceptance of the Common Stock to
institutional investors and other members of the investing public and creates a
negative impression with respect to the Company. Theoretically, the number of
shares outstanding should not, by itself, affect the marketability of such
shares, the type of investor who acquires them or the Company's reputation in
the financial community. In practice, however, many investors and market makers
consider low-priced stock as unduly speculative in nature and, as a matter of
policy, avoid investment and trading in such stocks. The foregoing factors may
adversely affect not only the pricing of the Common Stock but also the liquidity
of the Common Stock and the Company's ability to raise additional capital
through the sale of equity securities.
The Board of Directors is hopeful that the decrease in the number of shares
of Common Stock outstanding as a consequence of the proposed Reverse Split and
the anticipated increase in the price per share will encourage greater interest
in the Common Stock by the financial community and the investing public and
possibly promote greater liquidity for the Company's stockholders with respect
to those shares presently held by them. However, the possibility does exist that
such liquidity may be adversely affected by the reduced number of shares which
would be outstanding if the proposed Reverse Split is effected.
The Board of Directors is hopeful that the proposed Reverse Split will
increase the liquidity and marketability of the Common Stock. However, there can
be no assurance that the proposed Reverse Split will achieve any of these
desired results, nor can there be any assurance that the price
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per share of the Common Stock immediately after the proposed Reverse Split will
increase proportionately with the Reverse Split, or that any increase can be
sustained for any period of time, or that the market price of the Common Stock
will exceed or remain in excess of the current market price.
The Board of Directors of the Company is not aware of any present efforts
by any persons to accumulate additional shares of Common Stock, and the proposed
Reverse Split is not intended to be an anti-takeover device.
Effect on Market for Common Stock
On May 18, 1998, the closing bid and asked prices of the Common Stock on
the Nasdaq Bulletin Board were $ and $ per share, respectively. By decreasing
the number of shares of Common Stock outstanding without altering the aggregate
economic interest in the Company represented by such shares, the Board of
Directors believes that the market price will be increased. There can be no
assurance that the market price of the Common Stock will be so increased.
Effects of the Reverse Split on Common Stock
If approved by the stockholders, the principal effect of the Reverse Split
will be to decrease the number of issued and outstanding shares of Common Stock
from [15,454,001] shares of Common Stock to approximately [1,931,750] shares of
Common Stock based on the number of shares of Common Stock outstanding on the
Record Date. The total number of shares of Common Stock held by each stockholder
would be reclassified automatically into the number of shares equal to the
number of shares of Common Stock owned immediately prior to the Reverse Split
divided by EIGHT, provided that no fractional shares are issued in connection
with the Reverse Split.
Effect on Outstanding Options and Warrants of the Company
As of the Record Date, the Company had outstanding options to purchase an
aggregate 500,000 shares of Common Stock with an exercise price of $1.00 per
share and warrants to purchase an aggregate of 1,600,000 shares of Common Stock
with exercise prices per share that ranged from $0.50 to $3.75. Upon the
effectiveness of the Reverse Split, these warrants provide for a proportional
downward adjustment to the number of shares subject to outstanding warrants and
a corresponding upward adjustment in the per share exercise prices to reflect
the Reverse Split.
Effect on Legal Ability to Pay Dividends
The holders of shares of Common Stock are entitled, on a pari passu basis,
to receive distributions of cash or other property, if any, that may be declared
from time to time by the Board of Directors in its discretion from funds legally
available therefor. Thus, although the Reverse Split will have the effect of
increasing the Company's capital in excess of par value, the Reverse Split will
not affect potential distributions to the Company's stockholders. The Company
has never paid cash
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dividends on the Common Stock and has no plans to pay cash dividends in the
foreseeable future. The current policy of the Board of Directors is to retain
all available earnings for use in the operation and growth of the Company's
business. Any future cash dividends will depend upon the Company's earnings,
capital requirements, financial condition and other relevant factors.
Exchange of Shares; No Fractional Shares
No fractional shares of Common Stock will be issued in connection with the
proposed Reverse Split. Assuming the approval of the Reverse Split Amendment, a
stockholder who would otherwise be entitled to receive a fractional share of
Common Stock will receive, in lieu thereof, cash for the resulting fractional
share interest in an amount equal to such fractional interest multiplied by the
average of the closing bid and closing asked prices of the Common Stock as
reported on the Nasdaq Bulletin Board on the effective date of the Reverse Split
(the "Effective Date").
The Company will appoint TranSecurities International, Inc. (the "Exchange
Agent") to act as Exchange Agent for the holders of the Common Stock in
connection with the Reverse Split Amendment. The Company will deposit with the
Exchange Agent, as soon as practicable after the Effective Date, cash in an
amount equal to the value of the estimated aggregate number of fractional shares
that will result from the Reverse Split. Any portion of cash deposited with the
Exchange Agent to pay fractional share interests that is held by the Exchange
Agent six months after the Effective Date will be returned to the Company on
demand. The funds required to purchase the fractional share interests are
available and will be paid from the Company's current cash reserves. The
Company's stockholder list indicates that a portion of the outstanding Common
Stock is registered in the names of clearing agencies and broker nominees. It
is, therefore, not possible to predict with certainty the number of fractional
shares and the total amount that the Company will be required to pay for
fractional share interests. However, it is not anticipated that the funds
necessary to effect the cancellation of fractional shares will be material.
As of the Record Date, approximately [ ] persons were holders of record of
Common Stock. The Company does not anticipate that the Reverse Split and the
payment of cash in lieu of fractional shares will result in a significant
reduction in the number of holders of the Common Stock. The Company does not
presently intend to seek, either before or after the Reverse Split, any change
in the Company's status as a reporting company for federal securities law
purposes.
On or after the Effective Date, the Company will mail to each stockholder a
letter of transmittal. A stockholder will receive a certificate evidencing his
post-Reverse Split shares and, if applicable, cash in lieu of a fractional share
only by transmittal to the Exchange Agent of such stockholder's stock
certificate(s) for shares of Common Stock that were issued prior to the
Effective Date, together with the properly executed and completed letter of
transmittal and such evidence of ownership of such shares as the Company may
require. Stockholders will not receive certificates for post-Reverse Split
shares unless and until the certificates representing their shares of Common
Stock that were issued prior to the Effective Date are surrendered. Stockholders
should not forward their
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certificates to the Exchange Agent until the letter of transmittal is received
and should surrender their certificates only with such letter of transmittal. A
payment in lieu of any fractional share interest will be made to a stockholder
promptly after receipt of a properly completed letter of transmittal and stock
certificate(s) for all of his shares of Common Stock outstanding prior to the
Effective Date.
There will be no service charges payable by the stockholders of the Company
in connection with the exchange of their certificates or in connection with the
payment of cash in lieu of the issuance of fractional shares. These costs will
be borne by the Company.
The Board of Directors recommends a vote for the adoption of the Reverse
Stock Split.
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Special Meeting other than those specifically set forth in the attached Notice
of the Special Meeting and knows of no matters to be brought before the Special
Meeting by others. If any other matters properly come before the Special
Meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with the judgment of the Board of Directors.
By Order of the Board of Directors,
Gary P. Tober
Secretary
Dated: May 22, 1998
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CASDIM INTERNATIONAL SYSTEMS, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
Casdim International Systems, Inc. (the "Corporation"), a corporation
organized and existing by virtue of the General Corporation Law of the State of
Delaware (the "Delaware GCL"), by its duly authorized officers, hereby certifies
as follows:
FIRST: That the Board of Directors of the Corporation, acting pursuant to
Section 141(f) of the Delaware GCL, has duly adopted a resolution authorizing
the Corporation to reclassify, change and convert each eight (8) outstanding
shares of the Corporation's Common Stock, par value $.01 per share, into one (1)
share of Common Stock, par value $.01 per share.
SECOND: That the Board of Directors of the Corporation, acting pursuant to
Section 141(f) of the Delaware GCL, has duly adopted a resolution authorizing
the Corporation to reduce the number of common shares the Corporation is
authorized to issue from thirty million (30,000,000) shares of Common Stock, par
value $.01 per share, to fifteen million (15,000,000) shares of Common Stock,
par value $.01 per share.
THIRD: That, pursuant to authorization by the affirmative vote, in
accordance with the provisions of the Delaware GCL, of the holders of a majority
of the outstanding Common Stock of the Corporation entitled to vote thereon at a
special meeting of stockholders of the Corporation held on June 22, 1998, the
Certificate of Incorporation of the Corporation be amended as follows:
1. By striking out Section 4 and inserting a new Section 4 to read as
follows:
"Section 4 - Stock. The aggregate number of shares of stock which the
Corporation shall have the authority to issue is 15,000,000 shares,
constituting one class of Common Stock, with a par value of $.01 per
share."
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2. By adding new paragraph (d) to Section 4 to read as follows:
"(d) Each eight (8) shares of the Common Stock, par value $.01
per share, of the Corporation issued and outstanding or held in
treasury as of 5:00 p.m. New York time on the date on which this
Certificate of Amendment is filed by the Secretary of State of the
State of Delaware (the "Effective Time") shall be reclassified as and
changed into one (1) share of Common Stock, par value $.01 per share,
of the Corporation, without any action by the holders thereof. Each
stockholder who, immediately prior to the Effective Time, owns a
number of shares of Common Stock which is not evenly divisible by
eight (8) shall, with respect to such fractional interest, be entitled
to receive from the Corporation cash in an amount equal to such
fractional interest multiplied by the average of the closing bid and
closing asked prices of the Common Stock as reported on the Nasdaq
Bulletin Board at the Effective Time"
FOURTH: That the amendments to the Corporation's Certificate of
Incorporation set forth herein have been duly adopted in accordance with the
provisions of Section 242 of the Delaware GCL.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed on its behalf by Yehuda Shimshon, its President, on June 22, 1998,
hereby declaring and certifying that this is the act and deed of the Corporation
and that the facts herein stated are true.
_____________________
Name: Yehuda Shimshon
Title: President
ATTEST:
___________________
Name: Gary P. Tober
Title: Secretary
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