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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:
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<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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HEADSTRONG GROUP, INC.
- --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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HEADSTRONG GROUP, INC.
5 LEXINGTON AVENUE
EAST BRUNSWICK, NEW JERSEY 08816
September 23, 1996
To the Stockholders of Headstrong Group, Inc.:
You are cordially invited to attend a 1996 special meeting of
stockholders (the "Meeting") of Headstrong Group, Inc. (the "Company"), which
will be held at the corporate offices of the Company, located at 5 Lexington
Avenue, East Brunswick, New Jersey 08816, on Friday, October 25, 1996 at 1:00
p.m. local time.
The Notice of the Meeting and Proxy Statement covering the formal
business to be conducted at the Meeting follow this letter.
We hope you will attend the Meeting in person. Whether or not you plan
to attend, please complete, sign, date and return the enclosed proxy promptly in
the accompanying reply envelope to assure that your shares are represented at
the meeting.
Sincerely yours,
Thomas V. Malik, Jr., Secretary
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HEADSTRONG GROUP, INC.
EAST BRUNSWICK, NEW JERSEY
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 25, 1996
To the Stockholders of Headstrong Group, Inc.:
You are hereby notified that there will be a special meeting of stockholders
(the "Meeting") of Headstrong Group, Inc. (the "Company") which will be held at
the corporate offices of the Company, located at 5 Lexington Avenue, East
Brunswick, New Jersey 08816, on Friday, October 25, 1996 at 1:00 p.m. local
time, for the following purpose:
To consider and vote upon an increase in the number of shares
of the Company's authorized Class A Common Stock from 20,000,000
shares, par value $.0001 per share to 40,000,000 shares, par value
$.0001 per share.
The Board of Directors has fixed the close of business on September 9, 1996 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Meeting. Accordingly, only stockholders of record on such date
will be entitled to vote by attending in person or by Proxy. A list of such
stockholders will be made available for examination at the offices of the
Company, at least ten (10) days prior to the Meeting.
Your attention is directed to the accompanying Proxy Statement for further
information regarding the proposal to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE
TO ASSURE REPRESENTATION OF YOUR SHARES AND A QUORUM AT THE MEETING.
YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY PROVIDING
WRITTEN NOTICE TO THE COMPANY BEFORE THE MEETING OR BY ATTENDING THE
MEETING AND VOTING.
By Order of the Board of Directors,
Thomas V. Malik, Jr., Secretary
East Brunswick, New Jersey, September 23, 1996
PLEASE MAIL YOUR PROXY PROMPTLY.
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PROXY STATEMENT
1996 SPECIAL MEETING OF STOCKHOLDERS
OF
HEADSTRONG GROUP, INC.
TO BE HELD OCTOBER 25, 1996
SOLICITATION AND REVOCATION OF PROXY
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Headstrong Group, Inc. (the "Company") of proxies
to be voted at a special meeting of stockholders (the "Meeting") to be held at
the corporate offices of the Company, located at 5 Lexington Avenue, East
Brunswick, New Jersey 08816, on Friday, October 25, 1996, at 1:00 p.m. local
time, or at any adjournment thereof for the purpose set forth in the
accompanying Notice of Special Meeting of Stockholders.
The approximate date of the mailing of this Proxy Statement and
accompanying proxy is September 23, 1996. A stockholder who submits a proxy on
the accompanying form has the power to revoke it by written notice of revocation
received by the Secretary at the Company at any time before the Meeting.
Although a stockholder may have turned in a proxy prior to the Meeting, such
stockholder may, nevertheless, attend the meeting, revoke his proxy and vote in
person. All properly executed proxies will be voted as specified in the proxy.
Unless authority to vote is withheld or a contrary choice is specified, proxies
will be voted in favor of the proposal set forth in the accompanying Notice of
Special Meeting of Stockholders.
A proxy for use in connection with the Meeting is enclosed.
Stockholders who execute proxies retain the right to revoke them before they are
voted. A proxy may be revoked by submission of a later dated proxy, by
submission of a written statement signed by the stockholder whose proxy is being
revoked or by voting in person at the Meeting. If mailed, the later dated proxy
or the written revocation must be received by the Company at its corporate
offices at or prior to the Meeting. A proxy, when executed and not so revoked,
will be voted as specified by the stockholder.
If because of a disability you will need auxiliary aids or services to
attend the Meeting, please contact the Secretary of the Company prior to the
Meeting.
Officers and employees of the Company may, by letter, telephone, or in
person, request the return of proxies. The cost of this solicitation will be
paid by the Company. The Company will reimburse brokerage houses, custodians,
nominees, and others for reasonable expenses in connection with this
solicitation.
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VOTING PROCEDURES
The Company has 14,038,063 shares of the Company's Class A voting
common stock (the "Common Stock") outstanding and entitled to vote as of the
record date, September 9, 1996. Holders of the Common Stock of record, at the
close of business on that date, will be the only persons to receive notice of,
and to be entitled to vote, at the Meeting or any adjournment of the Meeting.
Holders of Common Stock are entitled to one vote per share on all matters to be
brought before the Meeting. For purposes of counting votes, abstentions will be
treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but as unvoted for purposes of determining
the approval of any proposal by the stockholders. If a broker or nominee
indicates that it does not have discretionary authority to vote on a proposal as
to certain shares, those shares will be counted for general quorum purposes but
will not be considered as present and entitled to vote with respect to such
proposals.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum at the Meeting. Business at the Meeting will be
conducted in accordance with the procedures determined by the Chairman of the
Meeting and will be limited to matters properly brought before the Meeting
pursuant to the procedures prescribed in the Company's By-Laws.
PROPOSAL
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED CAPITAL STOCK
On September 9, 1996, the Board of Directors unanimously approved and
recommended that the Company's stockholders consider and approve an amendment to
Article 4 of the Company's Certificate of Incorporation (the "Charter") that
would increase the number of authorized shares of the Company's Common Stock
from 20,000,000 shares to 40,000,000 shares.
At September 9, 1996 the Company had approximately 14,038,063 shares of
Common Stock issued and outstanding. In addition, as of the close of business on
September 9, 1996, 3,899,469 shares of Common Stock were reserved for issuance
upon conversion of outstanding warrant agreements and upon the exercise of
certain conversion rights available to holders of the Company's Series A
Preferred Stock and convertible debentures. Accordingly, on September 9, there
was an aggregate of approximately 2,062,468 authorized shares of Common Stock
unissued, unreserved for issuance and otherwise available for issue by the
Company.
The proposed increase in the authorized Common Stock has been
recommended by the Board of Directors to assure that an adequate supply of
authorized, unissued shares is available for general corporate needs and to
provide the Board the necessary flexibility to issue Common Stock in connection
with acquisitions, merger transactions or financings without the expense and
delay incidental to obtaining stockholder approval of any amendment to the
Charter at the time of such action, except as may be required for a particular
issuance by applicable law or by the rules of any
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stock exchange on which the Company's securities may then be listed. The
additional authorized shares of Common Stock may be used for such purposes as
raising additional capital or the financing of an acquisition or business
combination. While the Company currently has no plans or arrangements related to
the issuance of any of its currently available authorized but unissued and
unreserved Common Stock or any of the additional shares of Common Stock proposed
to be authorized by the amendment to the Charter, it does anticipate continuous
capital requirements through the middle of 1997 which may be met by the further
sale of the Company's securities. Such shares would, however, be available for
issuance without further action by the stockholders, unless required by
applicable law. The Common Stock is traded on the over-the-counter "bulletin
board" system which does not impose stockholder approval requirements for an
increase in the number of outstanding shares of the Common Stock.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of the Common Stock of the Company now
authorized. Holders of Common Stock do not have preemptive rights to subscribe
for additional securities which may be issued by the Company. The issuance of
additional shares of Common Stock may, among other things, have a dilutive
effect on the earnings per share and on the equity and voting power of existing
holders of Common Stock and may adversely affect the market price of the Common
Stock.
Although the Board of Directors has no present intention of issuing
additional shares for such purposes, the proposed increase in the number of
authorized shares of Common Stock could enable the Board of Directors to render
more difficult or discourage an attempt by another person or entity to obtain
control of the Company. Such additional shares could be issued by the Board in a
public or private sale, merger or similar transaction, increasing the number of
outstanding shares and thereby diluting the equity interest and voting power of
a party attempting to obtain control of the Company. The increase in the
authorized shares of Common Stock has not, however, been proposed for an
anti-takeover-related purpose and the Board of Directors and Management has no
knowledge of any current efforts to obtain control of the Company or to effect
large accumulations of its Common Stock.
The Charter does not provide for cumulative voting. As a result, in
order to be ensured of representation on the Board, a stockholder must control
the votes of a majority of the shares present and voting at a stockholder's
meeting at which a quorum is present. The lack of cumulative voting requires an
entity seeking a takeover to acquire a substantially greater number of shares to
ensure representation on the Board than would otherwise be necessary were
cumulative voting available.
The Proposal is not part of any plan by the Management to adopt a
series of amendments to its Charter or By-Laws so as to render the takeover of
the Company more difficult. Moreover, the Company is not submitting this
Proposal to enable it to frustrate any efforts by another party to acquire a
controlling interest or to seek Board representation.
The Company believes that the proposed amendment to Article 4 of the
Charter will provide several long-term advantages to the Company and its
stockholders. The passage of the Proposal might enable the Company to pursue
acquisitions, financings or enter into transactions which Management believes
provide the potential for growth and profit. If additional authorized shares
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are available, transactions dependent upon the issuance of additional shares
will be less likely to be undermined by delays and uncertainties occasioned by
the need to obtain stockholder authorization prior to consummation of such
transactions. The ability to issue shares, as deemed in the Company's best
interests by the Board, will also permit the Company to avoid the expenses which
are incurred in holding certain stockholders meetings.
If the Proposal is adopted, the Charter will be amended to delete
paragraph 4.01 of Article 4 in its entirety and replace same with the following:
"4.01 The total number of shares of common stock which the Corporation
shall have the authority to issue is 45,000,000 of which 40,000,000 shares are
designated as Class A common stock, par value $.0001 per share; 5,000,000 shares
are designated as Class B common stock, par value $.0001 per share, which such
shares are identical to the shares of Class A common stock except that the
shares of Class B common stock are not entitled to vote except as otherwise
required by law ."
VOTE REQUIRED
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock is required to approve this Proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the stockholders vote FOR the
proposed increase in the authorized capital stock of the Company.
OTHER MATTERS
Management is not aware of any other matters that may come before the
meeting. However, if additional matters come before the meeting, proxies will be
voted at the discretion of the proxy holders.
/S/ Thomas V. Malik
----------------------------------
Thomas V. Malik, Jr., Secretary
East Brunswick, New Jersey
September 23, 1996
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HEADSTRONG GROUP, INC.
5 Lexington Avenue
East Brunswick, New Jersey 08816
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints THOMAS V. MALIK, JR. as Proxy, with the
power to appoint his substitute, and hereby authorizes him to represent and
vote, as designated below, all the Class A Common Stock of HEADSTRONG GROUP,
INC. (the "Company") held of record by the undersigned on September 9, 1996 at a
Special Meeting of Stockholders to be held on October 25, 1996 or any
adjournment or adjournments thereof.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
Proxy will be voted for Proposal 1 and in favor of any proposal to adjourn the
meeting in order to allow the Company additional time to obtain sufficient
Proxies with regard thereto.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1
1. Proposal to approve an amendment to Article 4 of the Company's
Certification of Incorporation to increase the number of Class A Common
Stock authorized to be issued thereunder from 20,000,000 to 40,000,000.
/ / FOR / / AGAINST / / ABSTAIN
(continued and to be signed on reverse side)
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
DATED:_________________, 1996
Please sign exactly as name appears below.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by the President or other authorized
officer. If a partnership, please sign in
full partnership name by general partner or
other authorized person. If a limited
liability company, please sign in full
limited liability company name by manager or
other authorized person.
________________________________
Signature
________________________________
Signature, if held jointly
________________________________
Print Name(s)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
