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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 Section 240.14a-11(c) or
Section 240.14a-12
LEASING EDGE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person 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:
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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.
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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.
[ ] 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 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:
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4) Date Filed:
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PRELIMINARY COPY
LEASING EDGE CORPORATION
6540 South Pecos Road
Suite 103
Las Vegas, Nevada 89120
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on February 19, 1997
To all Stockholders of
LEASING EDGE CORPORATION
NOTICE IS HEREBY GIVEN that the Special Meeting of
Stockholders of LEASING EDGE CORPORATION, a Delaware corporation
(the "Company"), will be held at the Company's headquarters at
6540 South Pecos Road, Suite 103, Las Vegas, Nevada 89120 on
February 19, 1997, at the hour of 9:00 a.m., Pacific Time, for
the following purposes:
1. To approve an Amendment to the Certificate of
Incorporation increasing the number of authorized shares of
Common Stock from 12,500,000 to 25,000,000;
2. To transact such other business as may properly come
before the Special Meeting or any adjournment(s) thereof.
The foregoing items of business are more fully described in
the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on
December 31, 1996, are entitled to notice of and to vote at the
Special Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Special
Meeting in person. However, to assure your representation at
that Special Meeting, you are urged to mark, sign, date and
return the enclosed proxy for that purpose. Any stockholder
attending the Special Meeting may vote in person even if he or
she has returned a proxy. A list of stockholders entitled to
vote at the Special Meeting will be available at the Company's
offices, 6540 South Pecos Road, Suite 103, Las Vegas, Nevada
89120 for a period of ten (10) days prior to the Special Meeting
for examination by any stockholder, and at the Special Meeting
itself.
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By order of the Board of Directors.
/s/ Michael F. Daniels
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Michael F. Daniels,
President
Las Vegas, Nevada
December 31, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN
THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE COMPANY'S BOARD OF
DIRECTORS, AND RETURN IT IN THE PRE-ADDRESSED ENVELOPE WHICH HAS
BEEN PROVIDED. ANY STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME
BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY
SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING
AND VOTING IN PERSON.<PAGE>
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PRELIMINARY COPY
LEASING EDGE CORPORATION
6540 South Pecos Road
Suite 103
Las Vegas, Nevada 89120
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PROXY STATEMENT FOR SPECIAL
MEETING OF STOCKHOLDERS
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General
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of LEASING EDGE
CORPORATION (the "Company"), a Delaware corporation, for use at
the Special Meeting of Stockholders to be held at the Company's
headquarters at 6540 South Pecos Road, Suite 103, Las Vegas,
Nevada 89120 on February 19, 1997, at the hour of 9:00 a.m.,
Pacific Time, and at any adjournment thereof (the "Special
Meeting").
At the Special Meeting, the stockholders of the Company will
be asked: (1) to approve the Amendment to the Certificate of
Incorporation increasing the number of authorized shares from
12,500,000 to 25,000,000; and (2) to transact such other business
as may properly come before the meeting. All proxies which are
properly completed, signed and returned to the Company prior to
the Special Meeting will be voted.
The approximate date upon which this Proxy Statement and
the enclosed form of proxy will first be sent to all stockholders
who are entitled to vote at the Special Meeting is on or about
January 17, 1997.
Record Date; Outstanding Shares
Stockholders of record of the Company's Common Stock at the
close of business on December 31, 1996, (the "Record Date") shall
be entitled to one (1) vote for each share then held. There were
outstanding on said date 4,250,919 shares of Common Stock owned
by approximately 220 stockholders of record.
Voting and Solicitation
The affirmative vote of the record holders of a majority of
the Common Stock present in person or by proxy at the Special
Meeting is required to approve the amendment to the Company's <PAGE>
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Certificate of Incorporation. Abstentions and broker non-votes
will have the same effect as a vote against the approval of the
amendment to the Company's Certificate of Incorporation.
The Company will bear the cost of preparing, assembling and
mailing the enclosed form of proxy, this Proxy Statement and
other material which may be sent to stockholders in connection
with this solicitation. Officers and regular employees may
solicit proxies by mail, telephone, telegraph and personal
interview, for which no additional compensation will be paid.
The Company may reimburse persons holding shares in their names
or in the names of nominees for their reasonable expenses in
sending proxies and proxy material to their principals.
Revocability of Proxies
Stockholders who execute proxies retain the right to revoke
them at any time by notice in writing to the Secretary of the
Company, by revocation in person at the meeting or by presenting
a later dated proxy. Unless so revoked, the shares represented
by proxies will be voted at the meeting in accordance with the
directions given therein.
PROPOSAL ONE
APPROVAL OF AN AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK
The Board of Directors has recommended the adoption of an
amendment to the Company's Certificate of Incorporation which
will increase the authorized Common Stock from 12,500,000 shares
to 25,000,000 shares.
Reasons for the Proposed Amendment
At November 15, 1996, the Company had 4,011,211 shares of
Common Stock outstanding. Because the Company desires to enhance
its flexibility in connection with possible future actions such
as stock dividends or splits, acquisitions, adoption of stock
option or similar employee benefit plans, the funding of capital
and operating expenditures or other corporate purposes, the
Company would like to increase the authorized number of shares of
its Common Stock. The future issuance of any newly authorized
stock, if any, would be authorized by resolution of the Board of
Directors without further approval of the stockholders. At this
time, other than to be reserved for issuance pursuant to certain<PAGE>
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presently outstanding options and warrants, no specific use for
the increased shares is contemplated.
On or about April 30, 1996, the Company issued 1,200,000
Class C Warrants and 1,200,000 Class D Warrants to a group of
investors as part of a private placement of the Company's
securities for an aggregate purchase price of $500,000.00. The
Class C Warrants entitle the holder of each warrant to purchase
one share of Common Stock at an exercise price of $1.625 per
share; the Class D Warrants provide for an exercise price of
$1.75. Both Class C and Class D warrants are exercisable from
September 1, 1996 and expire on April 30, 1998. In addition, on
or about November 1, 1996, the Company offered and sold an
aggregate of 799,995 Class C Warrants and an aggregate of 799,995
Class D Warrants for a total consideration of $350,000 and on or
around November 15, 1996, the Company offered and sold an
aggregate of 319,998 Class C Warrants and an aggregate of 319,998
Class D Warrants for a total consideration of $139,970.
None of the warrant issuances described above has resulted
in a change of control of the Company. In the event that a
person or a group of persons purchase a sufficient number of
warrants and exercise them, such exercise could result in a
change of control of the Company.
The additional Common Stock would be authorized subject to
the same voting rights which now apply. As provided for in the
Board of Directors resolution, the FOURTH paragraph of the
Company's Certificate of Incorporation will be amended to read as
follows:
FOURTH: A. The Corporation shall be authorized to issue (i)
twenty-five million (25,000,000) shares of common stock, one cent
($.01) par value...
Recommendation of the Board of Directors
The Board of Directors recommends that stockholders vote FOR
the adoption of an amendment to the Company's Certificate of
Incorporation which will increase the authorized Common Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 15, 1996,
certain information concerning those persons known to the
Company, based on information obtained from such persons, with
respect to the beneficial ownership (as such term is defined in
Rule 13d-3 under the Securities Act of 1934) of shares of Common
Stock, $0.01 par value, of the Company by (i) each person known
by the Company to be the owner of more than 5% of the outstanding
shares of Common Stock, (ii) each Director of the Company, (iii)
the Company's Chief Executive Officer and each other executive
officer who received more than $100,000 in annual compensation in
1996 (no officer other than the Chief Executive Officer received
annual compensation in excess of $100,000 in any of the three
years ended December 31, 1996) and (iv) all executive officers
and Directors as a group:
Name and Address of
Beneficial Owner (1)
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Michael F. Daniels
William G. McMurtrey
L. Derrick Ashcroft
Larry M. Segall
David C. Ward
Select Media, Inc.
All Directors and
Executive Officers
as a Group (6 persons)
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Amount and Nature of
Beneficial Ownership (2)
539,625 (4)
178,888 (5)
152,500 (6)
266,875 (7)
40,000 (8)
248,000 (9)
1,220,388<PAGE>
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Percentage of Class (3)
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12.9%
4.4%
3.7%
6.3%
1.0%
5.8%
26.1%
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(1) The address for all individuals identified herein is 6540 S.
Pecos Road, Suite 103, Las Vegas, Nevada 89120.
(2) Unless otherwise noted, the Company believes that all
persons named in the table have sole investment power with
respect to all shares of Common Stock beneficially owned by them.
A person is deemed to be the beneficial owner of securities that
can be acquired by such person within 60 days from the date
hereof upon the exercise of warrants or options or upon the
conversion of convertible securities. Each beneficial owner's
percentage ownership is determined by assuming that options or
warrants or shares of convertible securities that are held by
such person (but not those held by any other person) and which
are exercisable or convertible within 60 days from the date
hereof have been exercised or converted.
(3) Based on 4,011,211 shares of Common Stock outstanding as of
November 15, 1996.
(4) Includes options to purchase 180,250 shares of Common Stock
granted to Mr. Daniels which are currently exercisable.
(5) Includes options to purchase 40,000 shares of Common Stock
granted to Mr. McMurtrey which are currently exercisable.
(6) Includes options to purchase 147,500 shares of Common Stock
granted to Mr. Ashcroft which are currently exercisable.
(7) Includes options to purchase 254,000 shares of Common Stock
granted to Mr. Segall which are currently exercisable.
(8) Includes options to purchase 30,000 shares of Common Stock
granted to Dr. Ward which are currently exercisable.
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(9) Includes options to purchase 248,000 shares of Common Stock
which are currently exercisable.
Certain Relationships and Related Transactions
Customer Relationship. Mr. Segall, a director of the
Company, is also an officer of Tiffany & Co., which is one of the
Company's customers. Mr. Segall receives no cash or other
remuneration from the Company other than a fee for his services
as a director and participation in certain of the Company's stock
option plans. The Company believes the terms of its arrangement
with Tiffany & Co. are fair and have been reached on an arms-
length basis.
MISCELLANEOUS
The Board of Directors does not intend to present and knows
of no others who intend to present at the meeting any matter or
business other than that set forth in the accompanying Notice of
Special Meeting of Stockholders. If other matters are properly
brought before the meeting, it is the intention of the persons
named in the accompanying form of proxy to vote any proxies on
such matters in accordance with their judgment.
By order of the Board of
Directors,
/s/ Michael F. Daniels
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Michael F. Daniels, President
Las Vegas, Nevada
December 31, 1996
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APPENDIX PRELIMINARY COPY
LEASING EDGE CORPORATION
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 19, 1997
The undersigned hereby appoints Michael Daniels and William
Vargas, individually and jointly proxies of the undersigned, with
full power of substitution, to vote all shares of Common Stock,
par value $.01 per share, of Leasing Edge Corporation, a Delaware
Corporation (the "Company"), the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Company to be held
on February 19, 1997 at 9:00 a.m., Pacific Time, at the Company's
headquarters at 6540 South Pecos Road, Suite 103, Las Vegas,
Nevada 89120, or any adjournments or postponements thereof, with
all the powers the undersigned would have if personally present
on the following matters:
1. Approval of an Amendment to the
Certificate of Incorporation to FOR AGAINST ABSTAIN
Increase the Authorized Common
Stock from 12,500,000 shares to / / / / / /
25,000,000 shares.
2. In their discretion, the above-
named proxies are authorized to FOR AGAINST ABSTAIN
vote in accordance with their own
judgment upon such other matters / / / / / /
as may properly come before the
Special Meeting or any adjournments
or postponements thereof.
This proxy when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). If no
direction is indicated, this proxy will be voted "AGAINST" Item 1
and the proxies will use their discretion with respect to any
matters referred to in Item 2.
The undersigned stockholder(s) acknowledges receipt of an
accompanying Notice of Special Meeting of Stockholders and
accompanying Proxy Statement dated , 199 .
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated:
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Signature(s):
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(Note: Please complete, date and sign exactly as your name
appears hereon. When signing as attorney, administrator,
executor, guardian, trustee or corporate official, please add
your title. If shares are held jointly, each holder should
sign.)
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
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<Corresp>
December 31, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Proxy Statement of Leasing Edge Corporation
Ladies and Gentlemen:
On behalf of our client, Leasing Edge Corporation, a
Delaware corporation (the "Company"), pursuant to Rule 14a-6(a)
under the Securities Exchange Act of 1934 (the "Act"), we hereby
submit for filing via direct electronic transmission: (1) the
Company's Proxy Statement relating to its 1997 Special Meeting;
(2) a Notice of Special Meeting; and (3) the Proxy Card.
The Company intends to commence mailing the enclosed
proxy materials to its stockholders on or about January 17, 1997.
If you have any comments or questions, please contact
the undersigned or Stephen M. Davis of this office at (212) 832-
8300.
Please acknowledge receipt of the enclosed materials by
stamping the enclosed copy of this letter and returning it to me
in the envelope provided.
Very truly yours,
/s/ Victoria J. Vitrano
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Victoria J. Vitrano
Enclosures
87691
