SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
/ X / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ADM TRONICS UNLIMITED, INC.
(Name of Registrant as Specified in Its Charter)
ADM TRONICS UNLIMITED, INC. INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i) (1), or
14-a-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 transactions 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:
***Set forth the amount on which the filing fee is calculated and state
how it was determined.
ADM TRONICS UNLIMITED, INC.
224-S PEGASUS AVENUE
NORTHVALE, NEW JERSEY 07647
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
October 16, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
ADM Tronics Unlimited, Inc. (the "Company") will be held at 10 A.M., Eastern
Time, on October 16, 1996 at 5100 Town Center Circle, Suite 330, Boca Raton,FL
for the following purposes:
1. To amend ARTICLE FOURTH the Company's Certificate of Incorporation to
(a) increase the aggregate number of shares of common stock, $.0005
par value, which the Company is authorized to issue from 44,000,000
to 150,000,000 such shares, and (b) create and authorize the issuance
of 5,000,000 shares of preferred stock, having a par value of $.01
per share, to be divided into and issued in such series and upon such
terms and conditions as the Board of Directors shall, from time to
time, determine.
2. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on September 18, 1996
will be entitled to notice of and to vote at the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
ANDRE' DI MINO, SECRETARY
Northvale, New Jersey
October 2, 1996
IMPORTANT
IT IS IMPORTANT THAT AS MANY SHARES AS POSSIBLE BE VOTED IN PERSON
OR BY PROXY, THEREFORE, PLEASE DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS SOON AS POSSIBLE. THE RETURN OF A PROXY WILL NOT AFFECT,
IMPAIR OR RESTRICT YOUR RIGHTS AS A SHAREHOLDER TO REVOKE THE PROXY
OR TO ATTEND THE SPECIAL MEETING AND VOTE IN PERSON. IT WILL
HOWEVER, HELP TO AVOID ADDED PROXY SOLICITATION COSTS.
ADM TRONICS UNLIMITED, INC.
224-S PEGASUS AVENUE
NORTHVALE, NEW JERSEY 07647
PROXY STATEMENT
The enclosed proxy is being solicited by ADM Tronics Unlimited, Inc.
(the "Company") for use at the Special Meeting of Shareholders to be held at
10 A.M., Eastern Time, on October 16, 1996 at 5100 Town Center Circle,Suite 330
Boca Raton, FL and any adjournment or adjournments thereof. The Company has
been advised by the members of the Board of Directors that each of them intends
to vote in favor of the two proposals described below. This Proxy Statement
and the accompanying form of Proxy are first being sent to shareholders on or
about the date hereof.
OUTSTANDING VOTING SECURITIES
At the close of business on September 18, 1996 (the "record date"), there
were 42,474,907 shares of common stock of the Company issued and outstanding.
Each such share of common stock is entitled to one vote on each matter
submitted to shareholders. Only shareholders of record at the close of
business on the record date are entitled to notice of and to vote at the
meeting or any adjournment or adjournments thereof.
The following table sets forth certain information as of October 2, 1996
with respect to any person who is known to the Company to be the beneficial
owner of more than 5% of any class of its voting securities and as to each
class of the Company's equity securities beneficially owned by its directors
and officers as a group:
Title Name and Address Amount Approximate
of of Beneficial of Percent
Class Owner Beneficial of
Ownership Class
Common Dr. Alfonso Di Mino 3,189,980 (1) 7(1)
Stock, 224-S Pegasus Ave. shares
$.0005 Northvale, NJ 07647
par value
Common Andre' Di Mino 8,049,774 (2) 19(2)
Stock 224-S Pegasus Ave. shares
$.0005 Northvale, NJ 07647
1,700,000 (3) 4(3)
shares
3,400,000 (4) 8(4)
Common Vincent Di Mino 2,387,928 (5) 6(5)
Stock 224-S Pegasus Ave. shares
$.0005 Northvale, NJ 07647
par value
5,100,000 (6) 12(6)
Common The American Heritage 4,230,000 10
Stock Fund, Inc. shares
$.0005 1370 Avenue of the Americas
par value New York, NY 10019
Common Officers and Direc- 18,727,682 (7) 43(7)
stock tors as a group shares
$.0005 (three persons)
par value
(1) Represents (a)1,044,239 shares of Common Stock directly owned by
Dr. Di Mino, (b) 1,000,000 shares of Common Stock beneficially owned
by the spouse of Dr. Di Mino, in which shares Dr. Di Mino disclaims
any beneficial ownership, and (c) 1,630,000 shares of Common Stock,
which includes the 1,000,000 shares described in (b) above, subject to
an agreement dated July 8, 1987 pursuant to which Dr. Di Mino has the
power to vote such shares and (d) 515,741 shares of the Company's
Common Stock which may be acquired by Dr. Di Mino upon the exercise of
options.
(2) Represents (a) 7,672,696 shares of Common Stock directly owned by
Mr. Di Mino and (b) 377,078 shares of the Company's Common Stock which
may be acquired by Mr. Di Mino upon the exercise of options.
(3) Represents 1,700,000 shares of Common Stock held by the Andre' Di Mino
Irrevocable Trust, a Trustee and the beneficiary of which is Andre'
Di Mino who may be deemed to be a beneficial owner of the shares held
by such Trust.
(4) Represents 1,700,000 shares of Common Stock held each by the Maria
Elena Di Mino and Maurice Di Mino Irrevocable Trusts, a Trustee of
which is Andre' Di Mino who may be deemed to be a beneficial owner of
the shares held by such Trusts by reason of his power to vote such
shares.
(5) Represents (a) 1,287,928 shares of Common Stock directly owned by Mr.
Di Mino, (b) 300,000 shares of Common Stock beneficially owned by the
spouse of Vincent Di Mino, (c) 300,000 shares of Common Stock owned by
the child of Mr. Di Mino who resides in his home, in all of which
shares set forth in (b) and (c) of this Note (5) Mr. Di Mino disclaims
any beneficial ownership and (d) 500,000 shares of the Company's Common
Stock which may be acquired by Mr. Di Mino upon the exercise of
options.
(6) Represents 5,100,000 shares of Common Stock of which 1,700,000 such
shares are held by each of the Andre' Di Mino Irrevocable Trust, the
Maria Elena Di Mino Irrevocable Trust and the Maurice Di Mino
Irrevocable Trust. Vincent Di Mino, a Trustee of each of such Trust,
may be deemed to be a beneficial owner of the shares held by such
Trusts by reason of his power to vote such shares.
(7) See Notes above.
VOTING PROCEDURE
Shares cannot be voted at the meeting unless the owner of record
at the close of business on the record date for the Special Meeting is present
to vote in person or is represented by a valid proxy. The enclosed proxy is a
means by which a shareholder may authorize the voting of his shares at the
Special Meeting. All shares represented by valid proxies received by the
Company prior to the time they are voted will be voted as specified by the
shareholder. A proxy may be revoked by the shareholder at any time prior to
the time it is voted by the delivery of written notice of the revocation to the
Secretary of the Company or by voting in person at the Special Meeting.
All votes, including ballots, will be counted by one or more inspectors
to be appointed by the Company prior to the Special Meeting. The Company will
reject a vote or proxy appointment if such inspectors, acting in good faith,
have reasonable doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder. Abstentions and broker non-
votes will be counted only for the purpose of determining if a quorum is
present.
In the event that sufficient votes are not received for approval of any
of the proposals to be considered at the Special Meeting, persons named as
proxies may propose one or more adjounments of the Special Meeting aggregating
not more thatn 120 days to permit further solicitation of proxies. Any such
adjournment or adjournments will require the affirmative vote of the holders of
a majority of the Company's shares present in person or by proxy at the Special
Meeting. Persons named as proxies will vote in favor of such adjournment those
proxies which instruct them to vote in favor of any of the proposals to be
considered at the adjourned meeting and will vote against any such adjournment
those proxies which instruct them to vote against or abstain from voting on all
of the proposals to be considered at the adjourned meeting. The costs of such
additional solicitation and of any adjourned session will be borne by the
Company.
PROXY SOLICITATION
Proxies will be solicited primarily by mail. The cost of the solicitation will
be borne by the Company. In addition to solicitation by mail, certain officers
and employees of the Company may solicit proxies by telephone, facsimile
transmission, telegraph or in person. These persons will receive no
compensation therefor but will be reimbursed by the Company for any expenses
incurred thereby. Arrangements will be made by the Company with brokers,
nominees, fiduciaries and other custodians to reimburse them for their charges
and expenses in forwarding proxy materials to the beneficial owners of shares
registered in their names.
The majority of the shares entitled to vote, represented in person or by
proxy, constitutes a quorum at the Special Meeting. The proposed amendment to
Article FOURTH of the Company's Certificate of Incorporation will be approved
if the votes cast by the shareholders of the shares represented at the meeting
favoring such action exceed the votes cast opposing such actions.
AMENDMENT TO ARTICLE FOURTH OF THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Company is engaged in negotiations with several companies to explore
the possibility of acquiring one or more such companies in exchange for capital
stock to be issued by the Company. Certain of such acquisitions, if
consummated, would involve a change of control of the Company and would require
the issuance of the Company's securities in quantities greater than the amount
of authorized securities available for issuance. Although their can be no
assurance that any acquisition will occur, the Company believes that it would
be advantageous to have a sufficient quantity of shares of capital stock
authorized for issuance so that any such acquisition could be made without the
necessity of shareholder approval.
The proposed amendment to Article FOURTH of the Company's Certificate of
Incorporation (the "Amendment") would (a) change the aggregate number of shares
of common stock, $.0005 par value, which the Company is authorized to issue
from 44,000,000 to 150,000,000 such shares, and (b) create and authorize the
issuance of 5,000,000 shares of preferred stock, having a par value of $.01 per
share, to be divided into and issued in such series and upon such terms and
conditions as the Board of Directors shall, from time to time, designate. A
copy of the Amendment is attached hereto as Exhibit A.
If the Amendment is approved, the Company's Board of Directors will have
the power to determine, among other things, the following preferences,
limitations and relative rights of the preferred stock authorized thereby:
(1) Voting rights, including special conditional or limited voting rights
or no voting rights;
(2) Redeemability or convertibility;
(3) Entitlement of the holders to distributions calculated in any manner,
including dividends that may be cumulative, non cumulative or
partially cumulative; and
(4) Preference over any other class of shares with respect to
distributions upon the dissolution of the Company.
Although it is the Company's intent to issue shares of common stock or
preferred stock in connection with one or more acquisitions of other companies,
such shares, to the extent authorized by the Company's shareholders, may be
issued by the Company for any purpose without shareholder approval.
The approval of the Amendment could make more difficult and thereby
discourage attempts to acquire control of the Company, even though shareholders
of the Company may deem such an acquisition desirable. Issuance of shares of
common stock or preferred stock could dilute the ownership interest and voting
power of the Company's shareholders who may seek control of the Company.
Shares of common stock or preferred stock could be issued in a private
placement to one or more organizations sympathetic to the Company and opposed
to any take-over bid, or under other circumstances that could make more
difficult and thereby discourage attempts to acquire control of the Company.
To the extent that it impeded any such attempts, the Amendment may serve to
perpetuate the Company's management.
If a quorum exists, the Amendment will be approved upon the affirmative
vote cast by a majority of shares present in person or represented by proxy at
the Special Meeting.
THE BOARD OF DIRECTORS HAS CONCLUDED THAT THE POTENTIAL
BENEFITS OF THE AMENDMENT TO THE COMPANY AND ITS
SHAREHOLDERS OUTWEIGH THE POSSIBLE DISADVANTAGES.
SHAREHOLDER PROPOSALS FOR THE COMPANY'S 1997
ANNUAL MEETING OF SHAREHOLDERS
Any of the Company's shareholders who wish to submit proposals for
inclusion in its proxy statement and form the proxy relating to the Annual
Meeting of Shareholders, if such meeting is held, must be sure that all such
proposals are received by the Secretary of the Company on or before June 30,
1997 be mailed to shareholders on or before August 31, 1997 and that the Annual
Meeting of Shareholders will be held in September 1997.
OTHER MATTERS
The Company's management does not know of any other matters to be
presented at the Special Meeting other than those stated above. If any other
business should come before the Special Meeting, proxies will be voted thereon
in accordance with the views of the Company's management.
DATED: October 2, 1996
BY ORDER OF THE BOARD OF DIRECTORS
EXHIBIT A
This Corporation is authorized to issue ONE HUNDRED MILLION (150,000,000)
Shares of Common Stock, $.0005 par value, which shall be designated "Common
Shares" and FIVE MILLION (5,000,000) shares of Preferred Stock, $.01 par value,
which shall be designated "Preferred Shares." The Preferred Shares shall be
designated and issued in such series and upon such terms and conditions as the
Board of Directors may from time to time determine. Such terms and conditions
shall include, but not be limited to, the entitlement of the holders of the
Preferred Shares to (a) cumulative, non-cumulative or partially cumulative
dividends, (b) the preference over any other class or classes of shares as to
the payment of dividends, (c) the preference in the assets of the Corporation
over any other class or classes of shares upon the voluntary or involuntary
liquidation of the Corporation, (d) the convertibility, if any, into shares of
any other class or into shares of any series of the same of any other class,
and (e) voting rights, if any.
ADM TRONICS UNLIMITED, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 16, 1996
The undersigned hereby constitutes and appoints Dr. Alfonso Di Mino and
Andre' Di Mino as attorneys and proxies with full power of substitution, to
attend and vote all of the shares which the undersigned is entitled to vote at
the Special Meeting of Shareholders of (the "Company") to be held at 10 A.M.,
Eastern Time, on October 16, 1996 at 5100 Town Center Circle, Suite 330,
Boca Raton, FL and at any and all adjournments thereof, with the same force and
effect as if the undersigned were personally present, and the undersigned
hereby instructs said attorneys and proxies to vote as follows with respect to
the matters described in the Proxy Statement:
1. FOR / / AGAINST / / ABSTAIN / /
To amend ARTICLE FOURTH of the Company's Certificate of Incorporation
to (a) increase the aggregate number of shares to common stock, $.0005
par value, which the Company is authorized to issue from 44,000,000 to
150,000,000 such shares, and (b) create and authorize the issuance of
5,000,000 shares of preferred stock, having a par value of $.01 per
share, to be divided into and issued in such series and upon such
terms and conditions as the Board of Directors shall, from time to
time, determine.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY,
WHICH RECOMMEND A VOTE FOR ITEM 1 WHICH HAS BEEN PROPOSED BY THE COMPANY. AS
TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING, SAID PROXIES
WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
THIS PROXY when properly executed will be voted in the manner directed herein.
If no direction is given, the proxy will be voted FOR the Item herein.
DATED: October 2, 1996
(Date) (Signature)
(Print Name(s) and Address)
(Date) (Signature)
NOTE: Please sign exactly as your name or names appear on this
card. Joint owners should each sign personally. When
signing as attorney, executor, administrator, personal
representative, trustee or guardian, please give your
full title as such. Please complete, sign, date and
return this proxy card.
