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
Derma Sciences, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
(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:
[_] 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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[GRAPHIC OMITTED]
DERMA SCIENCES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
214 Carnegie Center
Suite 100
Princeton, New Jersey
July 30, 1999
<PAGE>
DERMA SCIENCES, INC.
214 Carnegie Center, Suite 100
Princeton, NJ 08540
(800) 825-4325
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
July 30, 1999
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To the Shareholders:
A Special Meeting of Shareholders of Derma Sciences, Inc. will be held on
July 30, 1999, at 10:30 a.m., at the principal offices of the Company, 214
Carnegie Center, Suite 100, Princeton, New Jersey, for the following purposes:
1. To consider an amendment to the Company's articles of incorporation
for the purpose of effecting a reverse split of the Company's Common
Stock, Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock;
2. To transact such other business as may properly come before the
meeting and all adjournments thereof.
Only shareholders of record at the close of business on June 16, 1999, the
record date and time fixed by the Board of Directors, are entitled to notice of,
and to vote at, the meeting.
The Board of Directors unanimously recommends that shareholders vote "FOR"
amendment of the Company's articles of incorporation.
You are cordially invited to attend the meeting. Whether or not you plan
to attend personally, and regardless of the number of shares you own, it is
important that your shares be represented. Accordingly, WE URGE YOU TO COMPLETE
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. If you
attend the meeting and wish to vote in person, you may withdraw your proxy at
that time.
By Order of the Board of Directors,
EDWARD J. QUILTY
Chairman
<PAGE>
DERMA SCIENCES, INC.
214 Carnegie Center, Suite 100
Princeton, New Jersey 08540
(800) 825-4325
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PROXY STATEMENT
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This statement is furnished by the Board of Directors of Derma Sciences,
Inc. (the "Company") in connection with the Board's solicitation of proxies for
use at a Special Meeting of Shareholders (the "Meeting") to be held at 10:30
a.m. on Friday, July 30, 1999, at the principal offices of the Company at 214
Carnegie Center, Suite 100, Princeton, New Jersey, and at any adjournments
thereof. The purpose of the Meeting and the matters to be acted upon are set
forth in the accompanying Notice of Special Meeting of Shareholders.
If the accompanying form of Proxy is executed properly and returned,
shares represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted for the amendment to the Company's articles of incorporation to
effect a reverse split of the Company's Common Stock, Series A Convertible
Preferred Stock and Series B Convertible Preferred Stock. The Board knows of no
matters which are to be presented for consideration at the Meeting other than
those specifically described herein and in the Notice of Special Meeting of
Shareholders. However, if other matters are properly presented, it is the
intention of the persons designated as proxies to vote on them in accordance
with their judgment.
A Proxy may be revoked at any time prior to the time it is voted by
written notice to the Secretary of the Company at the above address or by
delivery of a proxy bearing a later date. Any shareholder may attend the Meeting
and vote in person whether or not a Proxy was previously submitted.
The close of business on June 16, 1999, has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of,
and to vote at, the Meeting. On the Record Date, the Company had 6,629,689
shares of Common Stock, par value $.01 per share, 1,362,500 shares of Series A
Convertible Preferred Stock and 3,333,340 shares of Series B Convertible
Preferred Stock outstanding and entitled to vote. The foregoing shares of Common
and Preferred Stock are the only voting securities of the Company. Each share
held of record will be entitled to one vote at the Meeting. It is expected that
the Notice of Special Meeting, Proxy Statement and form of Proxy will first be
mailed to shareholders on or about July 6, 1999.
The expense of solicitation will be borne by the Company. The solicitation
of Proxies will be largely by mail, but may include telephonic, telegraphic or
oral communications by officers or other representatives of the Company. The
Company will also reimburse brokers or other persons holding shares in their
names or in the names of their nominees for reasonable out-of-pocket expenses in
connection with forwarding Proxies and proxy materials to the beneficial owners
of such shares.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the Record Date certain information
regarding the beneficial ownership of shares of the Company's Common Stock by:
(i) each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each officer of the Company, and (iv) all directors and officers of the Company
as a group:
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address of Beneficial Owner (1) Beneficially Owned(14) Beneficially Owned(14)
---------------------------------------- ---------------------- ----------------------
<S> <C> <C>
Srini Conjeevaram (2)..................................... 5,166,670 43.80%
Hambrecht & Quist California (3).......................... 2,241,668 25.27%
Redwood Asset Management (4).............................. 1,198,334 15.54%
Edward J. Quilty (5)...................................... 1,144,107 15.13%
Mary G. Clark, RN (6) .................................... 775,474 11.70%
Aries Funds (7)........................................... 431,000 6.15%
John T. Borthwick (8)..................................... 369,414 5.48%
Charles F. Caudell, III (9) .............................. 348,502 5.06%
Richard S. Mink (10) ..................................... 284,168 4.13%
Stephen T. Wills, CPA (11)................................ 279,168 4.06%
Laurence F. Lane (12)..................................... 26,000 0.39%
Timothy J. Patrick ....................................... 0 (*)
All directors and officers as a group (8 persons) (13) ... 8,393,501 61.70%
</TABLE>
(1) Except as otherwise noted, the address of each of the persons listed is:
214 Carnegie Center, Suite 100, Princeton, New Jersey 08540.
(2) Srini Conjeevaram is a general partner of the Galen III Partnerships. The
Galen III Partnerships can be reached at: 610 Fifth Avenue, Fifth Floor,
New York, New York 10020. Includes shares owned by Galen Partners III,
L.P., Galen Partners International III, L.P. and Galen Employee Fund III,
L.P. Ownership consists of: 625,000 shares of Class A Convertible
Preferred Stock ("Class A Preferred"); 375,000 warrants to purchase Common
Stock exercisable at $0.90 per share ("Class A Warrants"); 2,083,335
shares of Class B Convertible Preferred Stock ("Class B Preferred"); and
2,083,335 warrants to purchase Common Stock exercisable at $1.35 per share
("Class B Warrants").
(3) Hambrecht & Quist California can be reached at: One Bush Street, San
Francisco, California 94104. Ownership consists of: 612,500 shares of
Class A Preferred; 612,500 Class A Warrants; 508,334 shares of Class B
Preferred; and 508,334 Class B Warrants.
(4) Redwood Asset Management can be reached at: Ovre Ullorn Terrasse 32, 0358
Oslo, Norway. Ownership consists of: 115,000 shares of Common Stock;
250,000 Class A Warrants; 416,667 Class B Preferred; and 416,667 Class B
Warrants.
(5) Ownership consists of: 210,500 shares of Common Stock; 190,000 Class A
Warrants; 41,667 shares of Class B Preferred; 41,667 Class B Warrants;
exercisable options to purchase 650,273 shares of Common Stock; and
options to purchase 10,000 shares of Common Stock which will become
exercisable within 60 days of the Record Date.
(6) Ownership consists of: 775,474 shares of Common Stock.
(7) The Aries Funds can be reached at: Paramount Capital, Inc., The Aries
Fund, 787 Seventh Avenue, 48th Floor, New York, New York 10019. Includes
shares owned by The Aries Fund, A Cayman Islands Trust and Aries Domestic
Fund, L.P. Ownership consists of: 56,000 shares of Class A Preferred; and
375,000 Class A Warrants.
(8) Ownership consists of: 259,414 shares of Common Stock; exercisable options
to purchase 100,000 shares of Common Stock; and options to purchase 10,000
shares of Common Stock which will become exercisable within 60 days of the
Record Date.
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(9) Ownership consists of: 95,584 shares of Common Stock; 31,250 Class A
Warrants; 20,834 shares of Class B Preferred; 20,834 Class B Warrants;
exercisable options to purchase 132,500 shares of Common Stock; and
options to purchase 47,500 shares of Common Stock which will become
exercisable within 60 days of the Record Date.
(10) Ownership consists of: 31,250 shares of Common Stock; 31,250 Class A
Warrants; 20,834 shares of Class B Preferred; 20,834 Class B Warrants;
exercisable options to purchase 132,500 shares of Common Stock; and
options to purchase 47,500 shares of Common Stock which will become
exercisable within 60 days of the Record Date.
(11) Ownership consists of 38,750 shares of Common Stock; 38,750 Class A
Warrants; 20,834 shares of Class B Preferred; 20,834 Class B Warrants; and
exercisable options to purchase 160,000 shares of Common Stock. No
additional options to purchase Common Stock will become exercisable within
60 days of the Record Date.
(12) Ownership consists of: 8,000 shares of Common Stock; and exercisable
options to purchase 18,000 shares of Common Stock. No additional shares
subject to options will become exercisable within 60 days of the Record
Date.
(13) Ownership consists of: an aggregate of 4,231,475 shares of Common Stock,
Class A Preferred and Class B Preferred; and options currently exercisable
and exercisable within 60 days of the Record Date to purchase 4,162,026
shares of Common Stock.
(14) The number of shares beneficially owned and the percent beneficially owned
by each entity or individual assume the exercise of all exercisable
options (including those that would be exercisable within 60 days of the
Record Date) and the exercise of all warrants owned by such entity or
individual.
(*) Less than one percent
PROPOSAL - THE REVERSE STOCK SPLIT
General
The Board of Directors has determined that it would be advisable to amend
the Company's Articles of Incorporation to effect a one-for-five reverse stock
split (the "Reverse Stock Split") of the Common Stock, Class A Preferred and
Class B Preferred. A copy of the proposed amendment to the Articles of
Incorporation is attached hereto as Exhibit A (the "Amendment"). If the
Amendment is approved by the shareholders, each five shares of Common Stock (the
"Old Common Stock") outstanding on the Effective Date (as defined below) will be
converted automatically into one share of new Common Stock, par value $0.01 per
share (the "New Common Stock"), each five shares of Class A Preferred (the "Old
Class A Preferred") will automatically be converted into one share of Class A
Preferred, par value $0.01 per share (the "New Class A Preferred") and each five
shares of Class B Preferred (the "Old Class B Preferred") will automatically be
converted into one share of Class B Preferred, par value $0.01 per share (the
"New Class B Preferred"). The "Effective Date" of the Reverse Stock Split will
be the date on which the Amendment is filed with the Department of State of the
Commonwealth of Pennsylvania which is anticipated to be as soon as practicable
following the date of the Special Meeting.
Reasons For The Reverse Stock Split
The Company's Common Stock is listed, and trades almost exclusively, on
the Nasdaq SmallCap Market. The Nasdaq SmallCap Market requires, among other
conditions, that listed companies maintain a minimum bid price per share of at
least $1.00. The Company's Common Stock does not currently meet this
requirement. The Company is required to reestablish and maintain a minimum bid
price per share of at least $1.00 for its Common Stock in order to maintain the
Common Stock's listing on the Nasdaq SmallCap Market.
The Board of Directors believes that the decrease in the number of shares
of outstanding Common Stock as a consequence of the Reverse Stock Split, and the
anticipated corresponding increase in the market price of the Common Stock,
will: (1) enable the Company to maintain its Nasdaq SmallCap Market listing, and
(2) result in greater interest in the Common Stock by the financial community
and the investing public. However, there can be no assurance that the market
3
<PAGE>
price of the Common Stock immediately after implementation of the Reverse Stock
split will increase. If the market price of the Common Stock increases, there
can be no assurance that such increase can be maintained for any period of time
or that such market price will approximate five times the market price before
the Reverse Stock Split.
Effects of the Reverse Stock Split
General Effects
If the Reverse Stock Split is approved and effected, the principal effects
will be to: (i) decrease the number of outstanding shares of Old Common Stock
from 6,629,689 shares to approximately 1,325,938 shares of New Common Stock,
(ii) decrease the number of outstanding shares of Old Class A Preferred from
1,362,500 shares to approximately 272,500 shares of New Class A Preferred, and
(iii) decrease the number of outstanding shares of Old Class B Preferred from
3,333,340 shares to approximately 666,668 shares of New Class B Preferred. The
Reverse Stock Split will not affect the proportionate equity interests in the
Company of holders of the Old Common Stock, Old Class A Preferred or Old Class B
Preferred.
The relative rights and preferences of the New Common Stock, New Class A
Preferred and New Class B Preferred will be identical to the relative rights and
preferences of the Old Common Stock, the Old Class A Preferred and the Old Class
B Preferred, respectively. The Reverse Stock Split will not affect the
registration of the Common Stock under the Securities Exchange Act of 1934.
Shareholders who would otherwise receive a fractional share of New Common
Stock, New Class A Preferred or New Class B Preferred as a result of the Reverse
Stock Split will receive the next higher number of whole shares.
The Reverse Stock Split may leave certain shareholders with "odd lots" of
New Common Stock, i.e. stock in amounts of less than 100 shares. These odd lots
may be more difficult to sell, or may require greater transaction costs per
share to sell, than shares of even multiples of 100.
Effect on Stock Options and Warrants
If the Reverse Stock Split is approved and effected, each outstanding
option or warrant to purchase Old Common Stock will thereafter evidence the
right to purchase one share of New Common Stock at an exercise price of five
times the previous exercise price.
Effect on Convertible Preferred Stock
If the Reverse Stock Split is approved and effected, each share of the
Company's New Class A Preferred and New Class B Preferred will be convertible
into one share of New Common Stock.
Changes in Shareholders' Equity
If the Reverse Stock Split is approved and effected, the Company's stated
equity capital, consisting of: (i) the par value per share of the Old Common
Stock multiplied by the number of shares of Old Common Stock issued, plus (ii)
the par value per share of the Old Class A Preferred multiplied by the number of
shares of Old Class A Preferred issued, plus (iii) the par value per share of
the Old Class B Preferred multiplied by the number of shares of Old Class B
Preferred issued, will be reduced by approximately $90,604 to $22,651.
Correspondingly, the Company's equity capital in excess of par value (additional
paid-in capital), consisting of the difference between the Company's stated
equity capital and the aggregate amount paid to the Company upon the issuance of
all currently outstanding Old Common Stock, Old Class A Preferred and Old Class
B Preferred, will be increased by approximately $90,604 to $10,787,595.
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<PAGE>
Federal Income Tax Consequences
The following summary of the federal income tax consequences of the
Reverse Stock Split is based on current law, including the Internal Revenue Code
of 1986, as amended (the "Code"), and is for general information only. The tax
treatment of a shareholder may vary depending upon the particular facts and
circumstances applicable to such shareholder. Certain shareholders, including
insurance companies, tax-exempt organizations, financial institutions,
broker-dealers, non-resident aliens, foreign corporations and persons who do not
hold the Company's shares as a capital asset, may be subject to special rules
not discussed below.
EACH SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE
PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE STOCK SPLIT, INCLUDING
THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAX AND
OTHER LAWS.
The receipt of shares of New Common Stock, New Class A Preferred and New
Class B Preferred (collectively, "New Equity") in the Reverse Stock Split will
be a nontaxable transaction to holders of Old Common Stock, Old Class A
Preferred and Old Class B Preferred (collectively, "Old Equity") under the Code
for federal income tax purposes. Consequently, a shareholder receiving shares of
New Equity will not recognize either gain or loss, or any other type of income,
with respect to whole shares of New Equity received as a result of the Reverse
Stock Split. In addition, the aggregate tax basis of such shareholder's shares
of Old Equity prior to the Reverse Stock Split will carry over as the tax basis
of the shareholder's shares of New Equity. Each shareholder will be required to
allocate tax basis in shares of Old Equity ratably among the total number of
shares of New Equity owned following the Reverse Stock Split. The holding period
of the shares of New Equity will also include the holding period during which
the shareholder held Old Equity if the Old Equity was held as a capital asset on
the Effective Date.
Dissenters' Rights
Under Pennsylvania law, shareholders are not entitled to dissenters'
rights of appraisal with respect to the proposed amendment to the Articles of
Incorporation of the Company authorizing the Reverse Stock Split.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
AMENDMENT TO THE ARTICLES OF INCORPORATION AUTHORIZING THE REVERSE STOCK SPLIT.
OTHER BUSINESS
Management of the Company knows of no other business which will be
presented for consideration at the Meeting, but should any other matters be
brought before the Meeting it is intended that the persons named in the
accompanying proxy will vote at their discretion.
By Order of the Board of Directors,
EDWARD J. QUILTY
Chairman
July 6, 1999
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<PAGE>
A-1
Microfilm Number _______________ EXHIBIT A
Entity Number __________________
--------------------------------
Secretary of the Commonwealth
ARTICLES OF AMENDMENT- DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 89)
In compliance with the requirements of 15 Pa.C.S. Sec. 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: Derma Sciences, Inc.
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) commercial registered office provider and the county
of venue is (the Department is hereby authorized to correct the following
address to conform to the records of the Department):
(a) 1800 Linglestown Road, Suite 206 Harrisburg PA 17110 Dauphin
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Number and Street City State Zip County
(b) __________________________________________________________________________
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
3. The statute by or under which it was incorporated is:
15 Pa.C.S. Section 101 et seq.
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4. The original date of its incorporation is: March 28, 1996
-------------------------------
5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of
--- Amendment in the Department of State.
___ The amendment shall be effective on: _________________________________
6. (Check one of the following):
X The amendment was adopted by the shareholders pursuant to 15 Pa.C.S.
--- Sec. 1941(a) and (b).
___ The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S. Sec. 1914 (c).
7. (Check, and if appropriate complete, one of the following):
___ The amendment adopted by the corporation, set forth in full, is as
follows:
X The amendment adopted by the corporation as set forth in full in
--- Exhibit A, attached hereto and made a part hereof.
A-1
<PAGE>
DSCB:15-1915 (Rev 89)-2
8. (Check if the amendment restates the Articles):
___ The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
______day of July, 1999.
DERMA SCIENCES, INC.
BY: ___________________________
Stephen T. Wills, CPA, MST
Vice President and
Chief Financial Officer
A-2
<PAGE>
ARTICLES OF AMENDMENT
EXHIBIT A
10. Combination and Reclassification of Shares. Effective as of the
close of business on the date of filing in the Department of State of the
Commonwealth of Pennsylvania of these Articles of Amendment (the
"Effective Time"), (i) each five issued and outstanding shares of Common
Stock shall thereupon be combined into and reclassified as one share of
validly issued, fully paid and nonassessable Common Stock, (ii) each five
issued and outstanding shares of Series A Convertible Preferred Stock
shall thereupon be combined into and reclassified as one share of validly
issued, fully paid and nonassessable Series A Convertible Preferred Stock,
and (iii) each five issued and outstanding shares of Series B Convertible
Preferred Stock shall thereupon be combined into and reclassified as one
share of validly issued, fully paid and nonassessable Series B Convertible
Preferred Stock. The number of authorized shares and the par value of the
Common Stock, the Series A Convertible Preferred Stock and the Series B
Convertible Preferred Stock shall not be affected by the foregoing
combination of shares. Each stock certificate that prior to the Effective
Time represented shares of Common Stock, Series A Convertible Preferred
Stock and Series B Convertible Preferred Stock shall, following the
Effective Time, represent the number of shares of Common Stock, Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock into
which the shares represented by such certificate shall be combined. The
Corporation shall not issue fractional shares or scrip as the result of
the combination of shares, but shall issue to the record holders of Common
Stock, Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock that number of shares obtained by rounding fractional
shares otherwise issuable pursuant to the foregoing combination to the
next higher number of whole shares.
A-3
[PROXY CARD TEXT]
DERMA SCIENCES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Special Meeting of Shareholders to be held on July 30, 1999
The undersigned hereby constitutes and appoints Edward J. Quilty as proxy of the
undersigned to vote all of the shares of Derma Sciences, Inc. that the
undersigned may be entitled to vote at the Special Meeting of Shareholders of
Derma Sciences, Inc. to be held at the offices of Derma Sciences, Inc., 214
Carnegie Center, Suite 100, Princeton, New Jersey, 08540, on July 30, 1999 at
10:30 a.m., and any adjournments thereof. This proxy shall be voted on the
proposals described in the Proxy Statement as specified below.
The Board of Directors recommends a vote "FOR" the following:
AMENDMENT OF THE ARTICLES OF INCORPORATION TO AUTHORIZE THE REVERSE STOCK SPLIT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER(S) WHOSE SIGNATURE(S) APPEAR(S) ON THE REVERSE HEREOF. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. THIS PROXY ALSO
DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
(See reverse side)
<PAGE>
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE MEETING AND THE
PROXY STATEMENT. The undersigned also hereby ratifies all that the proxy named
herein may do by virtue hereof and hereby confirms that this proxy shall be
valid and may be voted regardless of whether the undersigned's name is signed as
set forth below or a seal is affixed or the description, authority or capacity
of the person signing is given or other defect of signature exists.
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Signature of Shareholder
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Signature of Co-Owner
Dated: ___________________, 1999
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN
THE ENCLOSED ENVELOPE. Please sign this proxy exactly as
your name appears in the address at left. If shares are
registered in more than one name, all owners should
sign. If you are signing in a fiduciary or
representative capacity, such as attorney-in-fact,
executor, administrator, trustee or guardian, please
give full title and attach evidence of authority.
Corporations, please sign with full corporate name by a
duly authorized officer or officers and affix the
corporate seal. If a partnership, please sign in
partnership name by an authorized person.
I/WE PLAN TO ATTEND THE MEETING [ ]
