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:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
INFINITE MACHINES CORP.
-----------------------
(Name of Registrant as Specified In Its Charter)
INFINITE MACHINES CORP.
-----------------------
(Name of Person(s) Filing Proxy Statement)
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-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 transaction 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:
<PAGE>
INFINITE MACHINES CORP.
P.O. Box 8219
Incline Village, Nevada 89452
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 5, 1996
-------------------
To the Stockholders of
Infinite Machines Corp.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Infinite
Machines Corp. (the "Company") will be held on December 5, 1996 at 3:00 p.m. at
the Sheraton Tara Airport Hotel, 1850 Post Road, Warwick, Rhode Island 02886,
for the following purposes:
1. To elect a board of four directors.
2. To consider and act upon a proposal to approve the Company's 1996
Stock Option Plan.
3. To ratify the appointment of independent auditors for 1996.
4. To consider and take action upon such other matters as may properly
come before the meeting or any adjournments thereof.
The close of business on November 12, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof.
All stockholders are cordially invited to attend the meeting. Whether or
not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Stockholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof. A return envelope which
requires no postage if mailed in the United States is enclosed for your
convenience.
By Order of the Board of Directors
Cotter C. Conway, Secretary
Dated: November 13, 1996
<PAGE>
INFINITE MACHINES CORP.
P.O. Box 8219
Incline Village, Nevada 89452
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Infinite Machines Corp. (the "Company") of proxies in
the form enclosed for the Annual Meeting of Stockholders to be held at the
Sheraton Tara Airport Hotel, 1850 Post Road, Warwick, Rhode Island 02886, on
December 5, 1996 at 3:00 p.m., and for any adjournment or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Board of Directors knows of no other business which will come
before the meeting.
All shares represented by each properly executed unrevoked proxy received
in time for the meeting will be voted as specified. In the absence of any
specification, proxies will be voted (a) for the election of the four persons
listed herein as nominees as directors, (b) in favor of the adoption of the
Company's 1996 Stock Option Plan, (c) for the ratification of auditors, and (d)
in the judgment of the Board of Directors on any other matters which may
properly come before the meeting. Any stockholder giving a proxy has the power
to revoke the same at any time before it is voted.
The approximate date on which this Proxy Statement and the accompanying
form of proxy along with the Company's 1995 Annual Report will be mailed to the
Company's stockholders is November 13, 1996. The principal executive offices of
the Company are located at 923 Incline Way #9, Incline Village, Nevada 89452.
VOTING SECURITIES
Only stockholders of record at the close of business on November 12, 1996
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On the record date there were issued and outstanding 8,528,859 Common
Shares. Each outstanding Common Share is entitled to one vote upon all matters
to be acted upon at the meeting.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent 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
("SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of the copies of such forms
furnished to the Company, or written representations that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with.
The following table, together with the accompanying footnotes, sets forth
information, as of November 1, 1996, regarding stock ownership of all persons
known by the Company to own beneficially 5% or more of the Company's outstanding
Common Stock, all directors and nominees, and all directors and executive
officers of the Company as a group.
Name of Shares of Common Stock Percentage
Beneficial Owner(1) Beneficially Owned(2) of Class(3)
------------------- --------------------- -----------
Carle C. Conway 2,104,122(4) 23.7%(5)
Clifford G. Brockmyre 616,869(6) 7.4%(5)
Robert J. Sherwood 7,500(7) * (5)
James R. Rowe 5,000(8) * (5)
Michael S. Smith -- --
All executive officers 2,740,158(9) 30.2%(10)
and directors as a
group (6 persons)
- ----------
* less than 1%
(1) The mailing address for Carle C. Conway and Clifford G. Brockmyre is P.O.
Box 8219, Incline Village, Nevada 89452 and 300 Metro Center Boulevard,
Warwick, Rhode Island 02886, respectively.
(2) Unless otherwise indicated below, each director, executive officer and
each 5% stockholder has sole voting and investment power with respect to
all shares beneficially owned.
(3) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants or upon the
conversion of securities are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.
(4) Includes (i) 53,719 shares issuable upon exercise of a currently
exercisable outstanding warrant, (ii) 104,258 shares owned by Mr. Conway's
daughter, as to which he disclaims beneficial ownership, (iii) 460,689
shares issuable upon conversion of outstanding promissory notes of the
Company held by Mr. Conway, (iv) 66,489 owned by a trust established for
Mr. Conway's daughter of which Mr. Cotter Conway is the trustee, which
shares Mr. Conway disclaims beneficial
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ownership of and (v) 750,000 shares held in escrow pursuant to the terms
of an Escrow Agreement between Mr. Conway and H.J. Meyers & Co., Inc.
(5) Assumes that all currently exercisable options or warrants or convertible
notes owned by this individual have been exercised.
(6) Includes 57,143 shares issuable upon conversion of an outstanding
promissory note of the Company held by Mr. Brockmyre's wife as to which
shares Mr. Brockmyre disclaims beneficial ownership and 50,000 shares
subject to currently exercisable options.
(7) Includes 7,500 shares subject to currently exercisable options or
warrants.
(8) Includes 5,000 shares subject to currently exercisable options or warrants
(9) Includes 681,254 shares subject to currently exercisable options, warrants
or convertible notes.
(10) Assumes that all currently exercisable options or warrants owned by
members of the group have been exercised.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Summary Compensation Table below includes, for each of the fiscal years
ended December 31, 1995, 1994 and 1993, individual compensation for services to
the Company and its subsidiaries paid to: (1) the Chief Executive Officer; and
(2) the other most highly paid executive officers of the Company in Fiscal 1995
whose salary and bonus exceeded $100,000 (together, the "Named Executives").
<TABLE>
<CAPTION>
Annual Compensation Long-Term All
---------------------- Compensation Other
Name and Principal Position Year Actual Deferred Options Compensation
- --------------------------- ---- ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Carle C. Conway 1995 $150,000 -- -- --
Chairman of the Board 1994 $150,000
and Chief Executive Officer 1993 $105,577 -- -- --
Clifford J. Brockmyre 1995 $140,000 -- -- --
President and Chief Operating 1994 $ 70,000* -- -- --
Officer
</TABLE>
- ----------
* Mr. Brockmyre joined the Company in July 1994.
Employment Agreements
The Company has an employment agreement with Carle C. Conway, its
President and Chief Executive Officer, for a term expiring on May 31, 1998 which
provides for an annual base salary of $150,000 and various benefits. The
agreement also provides, among other things, that, if Mr. Conway is terminated
other than for cause (which is defined to include conviction of a crime
involving moral turpitude, engaging in activities competitive with the Company,
divulging confidential information, dishonesty or misconduct detrimental to the
Company or breach of a material term of the agreement), the Company will pay to
him a lump sum amount equal to the greater of $150,000 or the salary payable
over the unexpired term of the employment agreement. The Company owns a key-man
life insurance policy in the amount of $1 million on the life of Mr. Conway.
In connection with the acquisition of HGG Laser Fare, Inc. in July, 1994,
the company entered into an employment agreement with Clifford G. Brockmyre,
pursuant to
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which Mr. Brockmyre is employed as Chief Operating Officer and President of
Laser Fare. The agreement expires on December 31, 1998 and provides for an
annual salary at the rate of $140,000, subject to increases in the discretion of
the Company's Board of Directors. In addition to the compensation provided under
the agreement, Mr. Brockmyre is eligible to participate in the Company's bonus
plan. Additionally, Mr. Brockmyre is eligible for other bonuses as determined in
the sole discretion of the Board of Directors. The agreement also provides,
among other things, that, if Mr. Brockmyre is terminated other than for cause,
the Company will pay to him a lump sum amount equal to the lesser of $140,000 or
a severance payment not to exceed the amount due annually.
Stock Option Plans
In December 1991, the Board of Directors and stockholders of the Company
adopted a stock option plan, which was amended in April 1993 (the "1993 Stock
Option Plan"). In April 1994, the Board of Directors adopted the 1994 Stock
Option Plan which was approved and adopted by the Company's stockholders at the
1994 Annual Meeting of Stockholders. In May 1995 the Board of Directors adopted
The 1995 Stock Option Plan which was approved and adopted by the Company's
stockholders at the 1995 Annual Meeting of Stockholders. The 1993, 1994 and 1995
Stock Option Plans are collectively referred to herein as the "Option Plans".
The 1993, 1994 and 1995 Option Plans provide for the grant to employees,
officers and consultants of options to purchase up to 250,000, 225,000 and
255,000 shares of Common Stock, respectively, consisting of both "incentive
stock options" within the meaning of Section 422 of the United States Internal
Revenue Code of 1986 (the "Code") and non-qualified options. The Option Plans
are intended to qualify under Rule 16b-3 of the Securities Exchange Act of 1934.
Incentive stock options are issuable only to employees of the Company, while
non-qualified options may be issued to non-employees, consultants, and others,
as well as to employees of the Company.
The Option Plans are administered by the Compensation Committee of the
Board of Directors, which determines those individuals who shall receive
options, the time period during which the options may be partially or fully
exercised, the number of shares of Common Stock that may be purchased under each
option, and the option price. The members of this committee are ineligible to
receive options under the Option Plans.
The per share exercise price of an incentive or non-qualified stock option
may not be less than the fair market value of the Common Stock on the date the
option is granted. The aggregate fair market value (determined as of the date
the option is granted) of the shares of Common Stock for which incentive stock
options are first exercisable by any individual during any calendar year may not
exceed $100,000. No person who owns, directly or indirectly, at the time of the
granting of an incentive stock option to him, more than 10% of the total
combined voting power of all classes of stock of the Company shall be eligible
to receive any incentive stock options under the Option Plans unless the option
price is at least 110% of the fair market value of the Common Stock subject to
the option, determined on the date of grant. Non-qualified options are not
subject to this limitation.
No incentive stock option may be transferred by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the option will be exercisable only by him or her. In the event of
termination of employment other than by death or disability, the optionee will
have three months after such termination during which to exercise the option.
Upon termination of employment of an optionee by reason of death or permanent
total disability, the option remains exercisable for one year
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thereafter to the extent it was exercisable on the date of such termination. No
similar limitation applies to non-qualified options.
In April 1993, the Board of Directors and stockholders of the Company
adopted a non-discretionary non-employee directors' stock option plan (the
"Directors' Plan") that provides for the grant to non-employee directors of
non-qualified options to purchase up to 50,000 shares of Common Stock. Pursuant
to the Directors' Plan, each new non-employee director of the Company is
automatically granted, upon becoming a director, an option to purchase 2,500
shares of Common Stock at the fair market value of such shares on the grant
date. Each option vests one year from the date of grant. In addition, each
non-employee director shall automatically be granted an option to purchase 2,500
shares at the fair market value of such shares on the date of grant, on the last
day of each fiscal year during which he serves as a director of the Company.
Such options shall vest one year from the date of grant.
Options under the Option Plan and Directors' Plan must be granted within
10 years from the effective date of each respective plan. Incentive stock
options granted under the plans cannot be exercised more than 10 years from the
date of grant, except that incentive stock options issued to greater than 10%
stockholders are limited to five year terms. All options granted under the plans
provide for the payment of the exercise price in cash or by delivery to the
Company of shares of Common Stock already owned by the optionee having a fair
market value equal to the exercise price of the options being exercised, or by a
combination of such methods of payment. Therefore, an optionee may be able to
tender shares of Common Stock to purchase additional shares of Common Stock and
may theoretically exercise all of his stock options without making any
additional cash investment.
Any unexercised options that expire or that terminate upon an optionee's
ceasing to be affiliated with the Company become available once again for
issuance. As of November 1, 1996, the Company had outstanding incentive stock
options to purchase 360,834 shares of Common Stock to five individuals under the
Option Plan and non-qualified options to purchase an aggregate of 10,000 shares
of Common Stock to Robert J. Sherwood and 7,500 shares of Common Stock to James
R. Rowe under the Directors' Plan. These options are exercisable at prices
ranging from $1.88 to $2.75 per share.
Option Grants to Named Executives During 1995 Fiscal Year
Individual Grants
Number of
Securities Percent of Total
Underlying Options Granted to
Name Options Employees in Exercise Price Expiration
Granted Fiscal Year ($/Sh) Date
------- ----------- ------ ----
Carle C. Conway 75,000 20.5% $1.58 7/7/05
Clifford J. 115,000 31.5% $1.44 7/7/05
Brockmyre
No options were exercised by any Named Executive during the year ended
December 31, 1995.
5
<PAGE>
Director Compensation
The Company does not pay a fee to directors for services rendered as
directors. Each director is reimbursement for travel expenses incurred in
connection with attendance at meeting of the Board of Directors and its
committees.
CERTAIN TRANSACTIONS
Between December 1994 and January 1996, the Company borrowed an aggregate
of $710,495 for working capital from Carle C. Conway, a stockholder, officer and
director of the Company. The loans are evidenced by three-year promissory notes
which mature from December 1997 through January 1998, and bear interest at the
rate of 10% per annum. The notes are convertible at the discretion of the holder
into shares of Common Stock at a conversion price ranging from $1.13 to $2.00
per share.
In April 1995, the Company borrowed $100,000 for working, capital from
Sheelagh M. Brockmyre, the wife of Clifford G. Brockmyre an officer director and
principal stockholder of the Company. The loan is evidenced by a three-year
promissory note which matures in April 1998 and bears interest at the rate of
10% per annum. The note is convertible at the discretion of the holder into
shares of Common Stock at the conversion price of $1.75 per share, subject to
adjustment.
In March 1995, the Company borrowed $125,000 for working capital from a
trust established for Mr. Conway's daughter, of which Mr. Conway's wife is the
trustee. The loan was evidenced by a three-year promissory note which matures in
March 1998 and bears interest at the rate of 10% per annum. The note was
converted into 66,489 shares of Common Stock on March 27, 1996.
The Company believes the foregoing transactions which involved affiliates
were on terms no less favorable to the Company than could have been obtained
from unaffiliated third parties. As a matter of policy, in order to reduce the
risks of self-dealing or a breach of the duty of loyalty to the Company, all
transactions between the Company and any of its officers, directors or principal
stockholders are for bona fide purposes and are approved by a majority of the
disinterested members of the Board of Directors.
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ELECTION OF DIRECTORS
At the meeting, four Directors will be elected by the stockholders to
serve until the next annual meeting or until their successors are elected and
qualified. The accompanying form of proxy will be voted for the election as
Directors of the four persons named below, unless the proxy contains contrary
instructions. Proxies cannot be voted for a greater number of persons than the
number of nominees named herein. Management has no reason to believe that any of
the nominees will not be a candidate or will be unable to serve. However, in the
event that any of the nominees should become unable or unwilling to serve as
Director, the proxy will be voted for the election of such person or persons as
shall be designated by the Board of Directors.
Carle C. Conway. Mr. Conway, age 66, the founder of the Company, has been
its President, Treasurer and a Director since its inception in 1986. From 1977
to mid 1992, Mr. Conway was the President of Eastern Molding International, a
plastic molding company which he founded in 1977 and sold in 1992. Prior to
founding the Company, Mr. Conway served in various capacities with GTE from 1971
to 1977, including Vice President of GTE Information Systems, where he was
responsible for nationwide data transmission services, and Vice President of
Ultronic Systems Company, a subsidiary of GTE, where he managed a worldwide data
network that provided real-time stock and commodity quotations to investment and
stock brokerage firms. From 1964 to 1971, Mr. Conway held several positions with
Aerojet-General Corporation, a manufacturer of rocket engines. Mr. Conway
received a Bachelor of Science Degree in Mechanical Engineering from the
Massachusetts Institute of Technology and holds approximately ten patents in the
fields of rocket controls, hydraulic devices and plastic fabrication processes.
He is a recipient of the Air Force Award of Excellence for Outstanding
Management and the Air Force Ballistic Systems Division Award for Management.
Clifford G. Brockmyre. Mr. Brockmyre, age 55, has been a director of the
Company since October 1994. He has been involved with manufacturing since 1966.
He was a majority stockholder in Quabbin Industries, which he purchased in 1973.
He took Quabbin from a nearly bankrupt job shop to an extremely profitable
manufacturer with revenues of over $30 million in 1990. Mr. Brockmyre sold
Quabbin in 1990 for $24 million to a Fortune 500 Company. For over 27 years, he
has been involved in the tooling, machining and manufacturing industries
throughout the country. He is a member of the Licensing Executive Society, a
member of the faculty of Mohawk Research's Commercialization Programs of the
Department of Energy and Los Alamos National Laboratory and was the 1992
Chairman of the 3000+ corporation member National Tooling and Machining
Association. He developed the laser manufacturing liaison to the National
Laboratories at Los Alamos, Sandia and Oak Ridge for Laser Fare. The Department
of Energy has set up Laser Fare as a model for technology transfer under its
Small Business Initiative.
Robert J. Sherwood. Mr. Sherwood, age 52, has been a Director of the
Company since April 1993. Since mid-1991, Mr. Sherwood has been the president of
the Center for Business Innovation, an organization which provides business
services for high growth technology-related companies. The Center for Business
Innovation currently has equity interests in 47 companies engaged in the
computer hardware, software medical and telecommunications industries. From 1990
through mid-1991 Mr. Sherwood was Vice President-Sales and Marketing of Mass
MicroSystems, Inc. a producer of computer video products. Prior thereto, from
October 1987 through 1989, Mr. Sherwood was Vice President-Sales and Marketing
of RasterOps Corporation. Mr. Sherwood received
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Bachelors and Masters degrees in environmental engineering from the University
of Kansas and a Master degree in business from California State University. Mr.
Sherwood is currently a member of the Advisory Board of Directors of the Bloch
School of Business and Public Administration at the University of
Missouri-Kansas City; an Adjunct Professor at the Bloch School of Business and
Public Administration at the University of Missouri-Kansas City teaching courses
on Venture Capital and Small Business Management and Entrepreneurship; a
Price-Babson SEE-10 Fellow at Babson College in 1994; and the University of
Missouri Presidents Technology appointee to the Mid-America Universities
Association; was recently appointed a Distinguished Executive Lecturer at the
University of Kansas; a member of the Advisory Board of The Capital Resource
Network, an organization matching investors with early stage technology
companies; a member of the Board of the Grant Thornton Business Council.
Michael S. Smith, age 41, is the Managing Director Corporate Finance of
H.J. Meyers & Co., Inc. ("HJM") an investment banking firm. Mr. Smith serves on
the Board of Directors of The Bhirud MidCap Growth Fund, a publicly traded
mutual fund, CSL Lighting Manufacturing, Inc. and The Village Green Bookstore,
Inc. Mr. Smith has been with HJM since May 1991, and from 1987 until 1991 was a
lawyer with the law firm of Harter, Secrest & Emery. Mr. Smith received a B.A.
from Cornell University and a J.D. from Cornell University School of Law.
During the year ended December 31, 1995, the Board of Directors held four
meetings. Each director standing for re-election attended at least 75% of such
meetings. The Board maintains an Audit Committee and Compensation Committee both
of which are comprised of Messrs. Smith, Sherwood and Rowe. The Audit Committee
approves the selection of the Company's auditors and meets and interacts with
the auditors to discuss questions in regard to the Company's financial
reporting. The Compensation Committee evaluates the performance of the Company's
executive employees and determines the salaries and other compensations payable
to such persons. Each such Committee met twice during the fiscal year with all
members present.
The affirmative vote of holders of a plurality of the shares of Common
Stock present or represented at the Annual Meeting is required for the
election of directors.
Management Recommends a Vote FOR the Election of the Foregoing Nominees.
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APPROVAL OF 1996 STOCK OPTION PLAN
On October 31, 1996, the Board of Directors approved the 1996 Stock Option
Plan (the "Plan"). The Plan will become effective upon the ratification by the
affirmative vote of the holders of a majority of the Company's outstanding
shares of Common Stock. It provides, among other matters, for incentive and/or
non-incentive stock options.
The purpose of the Plan is to provide incentives to key employees whose
performance will contribute to the long-term success and growth of the Company,
to strengthen the ability of the Company to attract and retain employees of high
competence, to increase the identity of interests of such key employees with
those of the Company's stockholders and to help build loyalty to the Company
through recognition and the opportunity for stock ownership. All owners and key
employees of the Company who are in positions which enable them to make
significant contributions to the long-term performance and growth of the Company
are eligible to receive awards under the Plan. The Plan is administered by a
disinterested committee of the Board of Directors, the members of which are
ineligible to receive grants under the Plan.
The maximum aggregate number of shares as to which awards or options may
at any time be granted under the Plan is 400,000 shares.
The Option Plan is administered by the Compensation Committee of the Board
of Directors, which determines those individuals who shall receive options, the
time period during which the options may be partially or fully exercised, the
number of shares of Common Stock that may be purchased under each option, and
the option price. The members of this committee are ineligible to receive
options under the Plan.
Terms of Options
The Plan permits the granting of both incentive stock options and
non-qualified stock options. The option price of both incentive stock options
and non-qualified stock options must be at least equal to 100% of the fair
market value of the shares on the date of grant. The maximum term of each option
is ten years. For any participant who owns shares possessing more than 10% of
the voting rights of the Company's outstanding Common Stock, the exercise price
of any incentive stock option must be at least equal to 110% of the fair market
value of the shares subject to such option on the date of grant and the term of
the option may not be longer than five years. Options become exercisable at such
time or times as the Compensation Committee may determine at the time it grants
options.
No incentive stock option may be transferred by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the option will be exercisable only by him or her. In the event of
termination of employment other than by death or disability, the optionee will
have three months after such termination during which to exercise the option.
Upon termination of employment of an optionee by reason of death or permanent
total disability, the option remains exercisable for one year thereafter to the
extent it was exercisable on the date of such termination. No similar limitation
applies to non-qualified options.
Under certain circumstances involving a change in the number of
outstanding shares of Common Stock without the receipt by the Company of any
consideration
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therefor, such as a stock split, stock consolidation or payment of a stock
dividend, the class and aggregate number of shares of Common Stock in respect of
which Options may be granted under the Plan, the number of shares subject to
each option and the option price per share shall be proportionately adjusted.
The Plan will terminate on October 31, 2006 and may be terminated by the
Board of Directors of the Company prior to that date.
The Company believes that the Plan should be approved because of the need
to have the ability to issue stock options to the key employees upon whose
performance and contribution the long-term success and growth of the Company is
dependent.
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock of the Company is required for the
approval of the 1996 Stock Option Plan.
The Board of Directors deems the adoption of the 1996 Option Plan to be in
the best interest of the Company and recommends a vote FOR its approval.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The directors propose that the stockholders ratify the appointment of
Freed Maxick Sachs & Murphy, P.C. as the Company's independent auditors for
1996. Freed Maxick Sachs & Murphy, P.C. were the Company's independent auditors
for its last fiscal year. The report of Freed Maxick Sachs & Murphy, P.C. with
respect to the Company's financial statements appears in the Company's annual
report on Form 10-KSB for such year. A representative of Freed Maxick Sachs &
Murphy, P.C. will be at the annual meeting and will have an opportunity to make
a statement if he desires to do so and will be available to respond to
appropriate questions. In the event the stockholders fail to ratify the
appointment, the directors will consider it a directive to consider other
auditors for a subsequent year.
The affirmative vote of holders of a plurality of the shares of Common
Stock present or represented at the Annual Meeting is required for the
ratification of appointment of independent auditors.
The Board of Directors recommends a vote FOR the ratification of
appointment of independent auditors.
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GENERAL
The management of the Company does not know of any matters other than
those stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such other
matters in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such other matters is conferred by such
proxies upon the persons voting them.
The Company expects representatives of Freed Maxick Sachs & Murphy, P.C.,
the Company's independent auditors, to be present at the Annual Meeting and to
respond to pertinent questions of stockholders.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the stockholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mail, officers and regular employees may solicit the return of
proxies. The Company may reimburse persons holding stock in their names or in
the names of other nominees for their expenses in sending proxies and proxy
material to principals. Proxies may be solicited by mail, personal interview,
telephone and telegraph.
The Company will provide without charge to each person being solicited by
this Proxy Statement, upon the written request of any such person, a copy of the
Annual Report of the Company on Form 10-K for the year ended December 31 1995
(as filed with the Securities and Exchange Commission) including the financial
statements thereto. All such requests should be directed to Infinite Machines
Corp., 923 Incline Way #9, P.O. Box 8219, Incline Village, Nevada 89452, Att:
Secretary.
All proposals of stockholders intended to be included in the proxy
statement to be presented at the 1997 Annual Meeting of Stockholders must be
received at the Company's executive offices no later than February 28, 1997 and
should be directed to the Secretary of the Company.
By Order of the Board of Directors
Cotter C. Conway, Secretary
Dated: November 13, 1996
11
<PAGE>
PROXY
INFINITE MACHINES CORP.
This Proxy is solicited by the Board of Directors for
Annual Meeting on December 5, 1996
The undersigned hereby appoints Carle C. Conway and Cotter C. Conway and
each of them, with full power of substitution, the attorneys and proxies of the
undersigned to attend the Annual Meeting of Stockholders of Infinite Machines
Corp. to be held on December 5, 1996 at 3:00 p.m., and at any adjournment
thereof, hereby revoking any proxies heretofore given, to vote all shares of
Common Stock of the Company held or owned by the undersigned as indicated on the
proposals as more fully set forth in the Proxy Statement, and in their
discretion upon such other matters as may come before the meeting.
1. ELECTION OF DIRECTORS -- Carle C. Conway, Clifford G. Brockmyre, Robert J.
Sherwood and Michael S. Smith.
|_| FOR all nominees,
|_| WITHHOLD authority to vote for all nominees,
|_| FOR all nominees, EXCEPT nominee(s) written in below.
_________________________________________
2. THE APPROVAL OF THE 1996
STOCK OPTION PLAN. |_| FOR |_| AGAINST |_| ABSTAIN
3. TO RATIFY THE APPOINTMENT OF
AUDITORS FOR 1996. |_| FOR |_| AGAINST |_| ABSTAIN
The Board of Directors recommends a vote for each
of the foregoing proposals.
(Continued, and to be Signed, on Reverse Side)
<PAGE>
The shares represented by this proxy will be voted as directed or if no
direction is indicated, will be voted FOR each of the proposals.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.
Dated: ____________________, 1996
_______________________________
Signature of Stockholder
_______________________________
Signature of Stockholder
DATE AND SIGN EXACTLY AS NAME
APPEARS HEREON. EACH JOINT TENANT
MUST SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE, ETC.
GIVE FULL TITLE, IF SIGNER IS
CORPORATION, SIGN IN FULL CORPORATE
NAME BY AUTHORIZED OFFICER
