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:
[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
LATIN AMERICAN CASINOS, INC.
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(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:
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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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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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 statement number, or
the Form or Schedule and the date of its filing.
1) Amount previously paid:
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<PAGE>
LATIN AMERICAN CASINOS, INC.
May 28, 1999
Dear Stockholder:
The annual meeting of the stockholders of Latin American Casinos, Inc.
(the "Company") will be held at the Conference Center of R.I.U., Pan American
Ocean Resort, 17875 Collins Avenue, Miami Beach, FL 33160 on June 28, 1999, at
10:00 A.M. and will address the matters referred to in the enclosed Notice of
Meeting.
Your proxy is also enclosed. If you do not plan to attend the meeting,
please review the enclosed material, make your decision and sign and return your
proxy in the return envelope provided. If you do not plan to attend the meeting,
sending in your proxy now will assure that your shares are voted. Be assured
that if you send in an executed proxy you may revoke it at any time before it is
voted at the meeting by filing with the Secretary of the Company a document
revoking it, by submitting a proxy bearing a later date, or by attending the
meeting and voting in person.
The Board of Directors, as well as the executive officers of the
Company, look forward to seeing you. We hope you will participate in your Annual
Meeting, if not in person, then by proxy.
SINCERELY YOURS,
/s/ LLOYD LYONS
---------------------------
Lloyd Lyons
CHAIRMAN OF THE BOARD AND PRESIDENT
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Latin American Casinos, Inc.
(the "Company"),
NOTICE IS HEREBY GIVEN, that the annual meeting of the stockholders of
the Company will be held at the Conference Center of R.I.U., Pan American Ocean
Resort, 17875 Collins Avenue, Miami Beach, FL 33160 on June 28, 1999, at 10:00
A.M. local time, for the following purposes:
1. To elect the Directors of the Company to serve for the ensuing
year;
2. To ratify and approve an amendment to the certificate of
incorporation to increase the number of authorized shares of
common stock;
3. To approve an amendment to the 1994 Stock Option Plan to
increase the number of shares to be issued thereunder;
4. To approve the engagement of Shubitz, Rosenbloom & Co., P.A.
as the Company's independent accountants for the year 1999;
and
5. To transact such other and further business as may properly
come before the meeting.
The Board of Directors has fixed the close of business on May 28, 1999,
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting. A list of such stockholders will be available at the
Company's office, 2000 N.E. 164th Street, North Miami Beach, FL 33162 during
regular business hours after May 28, 1999 for inspection by any stockholder for
any purpose germane to the meeting.
Please return the proxy enclosed with this Notice as soon as possible
so that your shares can be voted at the 1999 Annual Meeting.
Please be sure that your proxy is signed and dated; it cannot be voted
without your signature.
LLOYD LYONS
CHAIRMAN OF THE BOARD OF PRESIDENT
BY ORDER OF THE BOARD OF DIRECTORS
<PAGE>
LATIN AMERICAN CASINOS, INC.
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Latin American Casinos, Inc. (the
"Company") for use at the annual meeting of stockholders of the Company to be
held at the time and place and for the purposes set forth in the foregoing
Notice of Annual Meeting of Stockholders. The address of the Company's principal
executive office is 2000 N.E. 164th Street, North Miami Beach, FL 33162. This
Proxy Statement and the form of proxy are being mailed to stockholders on or
about May 28, 1999.
REVOCABILITY OF PROXY AND VOTING OF PROXY
Any proxy returned to the Company will be voted in accordance with the
instructions indicated thereon. If no instructions are indicated on the proxy,
the proxy will be voted for the election of the nominees for Directors named
herein and in favor of Items 2, 3 and 4 in the Notice of Annual Meeting. A
stockholder who has given a proxy may revoke it at any time before it is voted
at the meeting by filing with the Secretary of the Company a document revoking
it, by submitting a proxy bearing a later date, or by attending the meeting and
voting in person. Under Delaware law, abstentions are treated as present and
entitled to vote. Broker non-votes will not be included in vote totals and will
have no effect on the outcome of the votes.
The expense of soliciting proxies will be borne by the Company. Proxies
will be solicited principally by mail, but directors, officers and regular
employees of the Company, who will receive no additional compensation, may
solicit proxies by any appropriate means. The Company will reimburse custodians,
nominees or other persons for their out-of-pocket expenses in sending proxy
materials to beneficial owners and obtaining proxies from such owners.
YOU ARE REQUESTED, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, TO SIGN
AND DATE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on May 28, 1999,
are entitled to vote at the meeting. On such record date the Company had
outstanding and entitled to vote 3,300,000 shares of Common Stock. Each
stockholder entitled to vote shall have one vote for each share of Common Stock
registered in such stockholder's name on the books of the Company as of the
record date.
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VOTING SECURITIES AND SECURITY OWNERSHIP
The following table sets forth certain information regarding shares of
the Common Stock beneficially owned as of May 28, 1999, by (i) each person or a
group, known to the Company, who beneficially owns more than 5% of the Common
Stock; (ii) each of the Company's directors; and (iii) all officers and
directors as a group:
Number of
Shares
Beneficially Percent
Name Owned(1) of Class
- ---- ------------ --------
Lloyd Lyons 1,617,945(2) 42.2%
c/o Latin American Casinos, Inc.
2000 N.E. 164th Street
North Miami Beach, FL 33162
Donald D. Schiffour 73,667(3) 2.19%
c/o Latin American Casinos, Inc.
2000 N.E. 164th Street
North Miami Beach, FL 33162
Geraldine Lyons 189,739(4) 5.64%
c/o Latin American Casinos, Inc.
2000 N.E. 164th Street
North Miami Beach, FL 33162
Angel Garcia 60,000(5) 1.79%
Mariscal Sucre 321 Miraflores
Lima, 18 Peru
All Officers and Directors as a group 1,941,351 51.82%
(5 persons)
- ----------------------------
(1) Based on a total of 3,300,000 shares of Common Stock issued and
outstanding, including 3,400 treasury shares.
(2) Includes 533,334 shares subject to options granted pursuant to the 1994
Stock Option Plan (the "1994 Plan") which become exercisable on or
before May 28, 1999; does not include 116,666 shares subject to options
granted pursuant to the 1994 Plan which become exercisable on March 6,
2000.
(3) Includes 66,667 shares subject to options granted pursuant to the 1994
Plan which become exercisable on or before May 28, 1999; does not
include 18,333 shares subject to options granted pursuant to the 1994
Plan, which become exercisable on March 6, 2000.
(4) Includes 66,667 shares subject to options granted pursuant to the 1994
Plan which become exercisable on or before May 28, 1999 and 123,072
shares of Common Stock held in trust for her grandchildren; does not
include 8,333 shares subject to options granted pursuant to the 1994
Plan, which become exercisable on March 6, 2000.
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(5) Shares subject to options granted pursuant to the 1994 Plan which
become exercisable on or before May 28, 1999; does not include 5,000
shares subject to options which become exercisable on March 6, 2000.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
Five directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting. Unless otherwise specified, the enclosed proxy
will be voted in favor of the persons named below to serve until the next annual
meeting of stockholders of the Company and until their successors have been
elected and qualified. In the event that any of these nominees shall be unable
to serve as a director, the shares represented by the proxy will be voted for
the person, if any, who is designated by the Board of Directors to replace the
nominee. All nominees have consented to be named and have indicated their intent
to serve if elected. (1)
The names of the nominees and certain other information about them is
set forth below: (2)
Name Age Position
- ---- --- --------
Lloyd Lyons 58 Chairman of the Board and
Chief Executive Officer
Donald D. Schiffour 67 Vice-President, Chief Financial
Officer and Director
Angel Garcia 36 General Manager in Peru, Director
Jose A. Caballero 44 Director
Dennis R. Barry 59 Director
LLOYD LYONS, age 58, is Chairman of the Board and Chief Executive
Officer and is the founder of the Company. From 1987 to 1989, Mr. Lyons was
General Manager and auctioneer of Miami Recovery Corp., a Miami-based used car
auction company. From 1984 to 1987, Mr. Lyons was President and sole stockholder
of National Lien and Recovery Corp. of Florida, a firm which specialized in
recovering movable assets subject to mortgages and liens.
- ----------------------------
(1) The Board of Directors has no reason to believe that any of the
nominees will be unable to serve or that any vacancy on the Board of
Directors will occur.
(2) Ronald Zaid, who is not a nominee, served as a Director from March 1997
until his retirement on January 20, 1999.
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<PAGE>
DONALD D. SCHIFFOUR, age 67, is Vice President, Chief Financial Officer
and a Director of the Company. Mr. Schiffour joined the Company as Vice
President of International Operations in June 1992 and in 1994 was appointed as
the Company's Chief Financial Officer. Prior to joining the Company, Mr.
Schiffour was the General Manager for Samson Automobile Leasing, Co., in
Pittsburgh, Pennsylvania.
ANGEL GARCIA, age 36, joined the Company in January 1995 and serves as
the Company's General Manager in Peru. From 1989 to 1994, Mr. Garcia was the
Marketing Manager of Slot Operations for one of the largest casinos in Lima,
Peru. He was named to the Board of Directors of the Company in April 1995.
JOSE A. CABALLERO, age 44, has served on the Board of Directors since
April 1994. Mr. Caballero is the Vice President of Exfi International
Corporation, an advertising and marketing agency that specializes in doing work
for companies that plan to expand their business into Latin America. Mr.
Caballero has been with Exfi International Corporation since 1987.
DENNIS R. BARRY, age 59, is a nominee for the Board of Directors. Mr.
Barry has been employed as a commercial mortgage broker and real estate salesman
for the past 15 years. He is currently a Vice President with The Mortgage
Corporation of America, where he has worked since November 1997. From 1994 to
October 1997, he was affiliated with C.F. Properties Corp.
COMPENSATION
The following table sets forth all compensation paid or accrued during
the three fiscal years ended December 31, 1998 by the Company for services
rendered by the Chief Executive Officer of the Company.
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
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ANNUAL LONG TERM COMPENSATION
COMPENSATION
- --------------------------------------------------------------------------------------------------------------------
Awards Payouts
- ------------------- ----------- ----------- ---------- ------------ ------------ ---------- ----------- ------------
Other All
Name and Annual Restricted Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards SARs Payouts sation
$ $ $ $ (#) $ $
=================== =========== =========== ========== ============ ============ ========== =========== ============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lloyd Lyons, 1998 300,000 - - - 650,000 - -
Chief Executive 1997 275,000 100,000 42,000 - 350,000 - -
Officer 1996 236,000 - - - - - -
=================== =========== =========== ========== ============ ============ ========== =========== ============
</TABLE>
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<PAGE>
*Options which were repriced from $2.50 per share to $1.00 per share.
Effective December 31, 1998, the Board of Directors, in lieu of giving
a bonus to the Chief Executive Officer, repriced options previously granted to
him. The Board similarly repriced other options previously granted to key
employees, as well as officers and directors. The Board of Directors considered
repricing a better alternative to issuing new options at the then current market
prices, particularly in view of the fact that the 1994 Plan did not reserve a
sufficient number of shares to accomodate such action.
The following table sets forth certain information as of December 31,
1998 concerning the value of unexercised options held by the Chief Executive
Officer of the Company:
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at December 31, 1998 at December 31, 1998
- ------------------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------- --------------------- --------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Lloyd Lyons 416,666 233,334 N/A N/A
- ------------------------------------------------------------------------------------------------------------
</TABLE>
EMPLOYMENT AGREEMENT
In January 1997, the Company entered into a five-year employment
agreement with the Chief Executive Officer which provides for an annual salary
commencing January 1997 of $275,000 and increasing $25,000 per annum commencing
January 1, 1998. The agreement provides for an adjustment in salary to reflect
increases, but not decreases, in the consumer price index. The agreement further
provides that in the event of either a merger, consolidation, sale or conveyance
of substantially all the assets of the Company which results in the discharge of
the Chief Executive Officer, he would be entitled to 200% of the balance of
payments remaining under the agreement. Further, it provides that an annual
bonus may be awarded to the CEO at the discretion of the Board of Directors.
Other than the incentive bonus plan described above and the stock
option plans described below, as of December 31, 1998, the Company does not have
any contingent forms of remuneration, including any pension, retirement, stock
appreciation, cash or stock bonus, or other compensation plan.
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<PAGE>
1991 INCENTIVE STOCK PLAN AND 1994 STOCK OPTION PLAN
In September 1991, the Company adopted the 1991 Incentive Stock Plan
(the "1991 Plan"). The maximum number of shares available for issuance under the
1991 Plan was 450,000 shares. No options have been issued under the 1991 Plan
and in March 1999, the Board of Directors terminated it. In June 1994, the Board
of Directors adopted the 1994 Plan. The maximum number of shares available for
issuance under the 1994 Plan is 1,000,000 shares. The 1994 Plan terminates on
June 13, 2004. The 1994 Plan is designed to provide additional incentives for
directors, officers and other key employees of the Company, to promote the
success of the business and to enhance the Company's ability to attract and
retain the services of qualified persons. The 1994 Plan is administered by the
Board of Directors. The 1994 Plan authorizes the Board of Directors to grant key
employees selected by it, incentive stock options and non-qualified stock
options. The exercise price of shares of common stock subject to options
qualifying as incentive stock options must not be less than the fair market
value of the common stock on the date of the grant. The exercise price of
incentive options granted under the 1994 Plan to any participant who owns stock
possessing more than 10% of the total combined voting power of all classes of
outstanding stock of the Company must be at least equal to 110% of the fair
market value on the date of grant. Fair market value has been determined to be
the closing sales price for the Company's common stock reported by Nasdaq. To
date, 982,500 options have been issued under the 1994 Plan, but none have been
exercised.
The Board of Directors may amend the 1994 Plan at any time but may not,
without stockholder approval, adopt any amendment which would materially
increase the benefits accruing to participants or materially modify the
eligibility requirements. The Company also may not, without stockholder
approval, adopt any amendment which would increase the maximum number of shares
which may be issued under the Plans, unless the increase results from a stock
dividend, stock split or other change in the capital stock of the Company. In
March 1999, the Board of Directors authorized an amendment to the 1994 Plan
increasing the number of shares to be issued thereunder from 1,000,000 to
1,500,000.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by the regulation to furnish the
Company with copies of the Section 16(a) forms which they file.
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<PAGE>
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company, and written representations that no other
reports were required during the year ended December 31, 1998, all Section 16(a)
filing requirements applicable to the Company's officers, directors and greater
than ten percent (10%) stockholders were complied with.
ADDITIONAL INFORMATION CONCERNING THE
BOARD OF DIRECTORS OF THE COMPANY
During 1998, the Board of Directors took action by unanimous written
consent on ten occasions, and held one meeting.
Each director who is not an employee of the Company is paid a fee of
$300 for each Board meeting attended. In addition, each such director is paid a
fee of $300 for attendance at a meeting of a committee of the Board.
AUDIT COMMITTEE
The functions of the audit committee are to recommend to the Board of
Directors the selection, retention or termination of the Company's independent
accountants; determine through consultation with management the appropriateness
of the scope of the various professional services provided by the independent
accountants, and consider the possible effect of the performance of such
services on the independence of the accountants; review the arrangements and the
proposed overall scope of the annual audit with management and the independent
accountants; discuss matters of concern to the Audit Committee with the
independent accountants and management relating to the annual financial
statements and results of the audit; obtain from management and the independent
accountants their separate opinions as to the adequacy of the Company's system
of internal accounting control; review with management and the independent
accountants the recommendations made by the accountants with respect to changes
in accounting procedures and internal accounting control; hold regularly
scheduled meetings, separately and jointly, with representatives of management
and independent accountants to make inquiries into and discuss their activities;
and review the overall activities of the Company's internal auditors. The audit
committee did not hold any meetings during 1998.
Messrs. Schiffour, Zaid and Caballero served as members of the Audit
Committee during 1998.
COMPENSATION COMMITTEE
The compensation committee develops and implements formal policies with
respect to executive officer compensation in order to best link future
compensation to the
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<PAGE>
performance of the officer, as well as the overall performance of the Company.
The compensation committee did not hold any meetings during 1998.
Messrs. Lyons, Schiffour and Garcia served as members of the
compensation committee during 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF ALL NOMINEES.
AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(ITEM 2 ON THE PROXY CARD)
Unless you specify otherwise on the accompanying proxy, it will be
voted for the amendment to increase the number of authorized shares of common
stock.
DESCRIPTION
The proposed amendment to Article Four of the Company's Certificate of
Incorporation authorizes the Company to issue up to 15,000,000 shares of common
stock, par value $.00067 (the "Common Stock").
PURPOSES AND EFFECTS OF AMENDMENT
The Company is presently authorized to issue 7,500,000 shares of Common
Stock, par value $.00067 per share, of which, as of May 28, 1999, 3,300,000
shares were issued and outstanding, including 3,400 treasury shares. An
additional 982,500 shares of Common Stock are reserved for issuance upon
exercise of outstanding stock options; an additional 1,500,000 shares of Common
Stock are reserved for issuance pursuant to outstanding warrants; and an
additional 517,500 shares of Common Stock are proposed to be reserved for
issuance pursuant to the Company's 1994 Stock Option Plan, assuming stockholder
approval of an amendment increasing the number of shares reserved for issuance
thereunder. Accordingly, 6,246,000 shares are either issued and outstanding,
reserved, or proposed to be reserved for issuance.
The Amendment will increase the authorized Common Stock of the Company
by 7,500,000 shares from 7,500,000 to 15,000,000 shares. The Amendment will
provide the Company with additional shares of Common Stock which may be used in
connection with future acquisitions, in connection with the issuance of
warrants, for stock splits and stock dividends, for conversions of preferred
stock or debt and for other corporate purposes, including the raising of
additional capital at times when the Board of Directors of the Company, in its
discretion, deems it advantageous to do so. If approved, the increased number of
authorized shares of Common Stock will be available for issuance from time to
time for such purposes and consideration as the Board of Directors may approve
and no further vote of the stockholders of the Company will be required, except
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<PAGE>
as provided under Delaware corporation law or if the rules of any national
securities exchange apply. The availability of additional shares for issuance,
without the delay and expense of obtaining the approval of stockholders at a
special meeting, will afford the Company greater flexibility in acting upon
proposed transactions.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock of the Company now authorized.
Holders of Common Stock do not have preemptive rights to subscribe to additional
securities which may be issued by the Company. The increase in the number of
shares of Common Stock which the Company is authorized to issue would not, by
itself, have any effect on the rights of existing stockholders.
The affirmative vote of the majority of the outstanding shares of
Common Stock present, or represented and entitled to vote at the meeting, is
necessary for the adoption of the Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THIS
AMENDMENT AND AUTHORIZATION OF UP TO 15,000,000 SHARES OF COMMON STOCK.
AMENDMENT TO 1994 STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES AUTHORIZED TO BE ISSUED THEREUNDER
(ITEM 3 ON THE PROXY CARD)
Unless you specify otherwise on the accompanying proxy, it will be
voted for the amendment to increase the number of shares to be issued under the
1994 Plan.
DESCRIPTION
The proposed Amendment to the Company's 1994 Plan authorizes the
Company to increase the number of shares to be issued thereunder from 1,000,000
to 1,500,000.
PURPOSES AND EFFECTS OF AMENDMENT
In June 1994, the Board of Directors adopted the 1994 Plan. The maximum
number of shares available for issuance under the Plan is 1,000,000 shares. To
date, 982,500 options have been issued under the Plan, but none have been
exercised. Accordingly, there are a limited number of options which may be
granted, as only 17,500 additional shares may be issued under the Plan. The
Company may not, without stockholder approval, adopt any amendment which would
increase the maximum number of shares which may be issued under the Plan, unless
the increase results from a stock dividend, stock split or other change in the
capital stock of the Company. In March 1999, the Board of Directors authorized
an amendment to the Plan, subject to stockholder
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<PAGE>
approval, increasing the number of shares to be issued thereunder from 1,000,000
to 1,500,000. This amendment will increase the number of shares which can be
issued under the Plan, thus allowing the Company to provide additional
incentives for directors, officers and other key employees of the Company to
promote the success of the business and to enhance the Company's ability to
continue to attract and retain the services of qualified persons.
The affirmative vote of the majority of the outstanding shares of
Common Stock present, or represented and entitled to vote at the meeting, is
necessary for the adoption of the amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THIS
AMENDMENT AND INCREASE UP TO 1,500,000 SHARES AUTHORIZED TO BE ISSUED UNDER THE
PLAN.
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 4 ON THE PROXY CARD)
Action will be taken with respect to the approval of independent
accountants for the Company for the calendar year 1999. The Board of Directors
has, subject to such approval, selected Shubitz, Rosenbloom & Co., P.A.
("Shubitz, Rosenbloom") of Miami, Florida to serve in this capacity. Shubitz,
Rosenbloom will serve as the Company's principal accountants to audit the
Company's financial statements.
Representatives of Shubitz, Rosenbloom are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE
ENGAGEMENT OF SHUBITZ, ROSENBLOOM & CO., P.A. AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS.
OTHER BUSINESS
The Board of Directors does not know of any other business to be
presented at the meeting and does not intend to bring before the meeting any
matter other than the proposals described herein. However, if any other business
should come before the meeting, or any adjournment thereof, the person(s) named
in the accompanying proxy will have discretionary authorization to vote all
proxies in accordance with their best judgment.
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<PAGE>
STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the Company's
2000 Annual Meeting of Stockholders must be received by the Company by no later
than January 28, 2000.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company and will
consist primarily of printing, postage and handling, including the expenses of
brokerage houses, custodians, nominees, and fiduciaries in forwarding documents
to beneficial owners. Solicitation also may be made by the Company's officers,
directors, or employees, personally or by telephone.
GENERAL
In order that all holders of Common Stock may be represented at the
Annual Meeting, it is extremely important that proxies be returned promptly.
PLEASE SIGN, DATE AND MAIL OR OTHERWISE DELIVER THE ENCLOSED PROXY. THE
ACCOMPANYING ADDRESSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
Stockholders mailing or otherwise delivering their proxies who attend
the meeting may, if desired, revoke their proxies and personally vote their
shares by ballot at the meeting. Your cooperation in promptly returning your
proxy will be appreciated and will help secure, at an early date, a quorum for
our meeting.
By Order of the Board of Directors
/s/ LLOYD LYONS
-----------------------------------------------
Lloyd Lyons
CHAIRMAN OF THE BOARD AND PRESIDENT
Miami, Florida
May 28, 1999
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<PAGE>
----------------------------
The Board of Directors recommends a Please mark your vote
vote FOR Item 1. with an X.
Avoid using red ink
1. ELECTION OF DIRECTORS
----------------------------
The Board of Directors recommends a vote FOR Item 1.
[ ] Vote For all Nominees* [ ] Withhold vote for all
Nominees
*To withhold authority to vote for any Nominee.
write the Nominee's name here: ______________________________________
2. RATIFY AND APPROVE AMENDMENT TO CERTIFICATE OF INCORPORATION.
The Board of Directors recommends a vote FOR Item 2.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. RATIFY AND APPROVE AMENDMENT TO 1994 STOCK OPTION PLAN
The Board of Directors recommends a vote FOR Item 3.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. RATIFY AND APPROVE ACCOUNTANTS
The Board of Directors recommends a vote FOR Item 4. Dated ____________, 1999
FOR AGAINST ABSTAIN ________________________
Signature of Stockholder
[ ] [ ] [ ]
------------------------
Signature (if joint)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY. DO NOT FOLD, STAPLE, OR
MUTILATE.
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