SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Globalink, Inc.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rule 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:
Common Stock, par value .01 per share of Globalink, Inc.
- - --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
Shares
- - --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(based upon the average of the high and low sales prices of the Common
Stock of Globalink, Inc. as reported on the New York Stock Exchange
Composite Transactions Tape on September 27, 1996)
- - --------------------------------------------------------------------------------
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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
GLOBALINK, INC.
NOTICE OF
SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
================================================================================
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR PROXY
IN THE ENCLOSED ENVELOPE.
================================================================================
<PAGE>
October 25, 1996
Dear Stockholder:
On behalf of the Board of Directors, it is my pleasure to invite you to attend a
Special Meeting of Stockholders of Globalink, Inc. ("Globalink" or the
"Company") on December 2, 1996 at 10:00 a.m., at 9302 Lee Highway, First Floor,
Fairfax, Virginia. Information about the meeting is presented on the following
pages.
At the Special Meeting, you will be asked to approve an amendment to Globalink's
Certificate of Incorporation to authorize two hundred fifty thousand (250,000)
shares of Preferred Stock of the par value $.01 per share. The designations,
powers, preferences, rights, qualifications, limitations and/or restrictions of
the Preferred Stock shall be determined at a later date by resolution or
resolutions of the Board of Directors of the Company. In October 1996, the
Company sold Prepaid Warrants convertible into 1,500 shares of Preferred Stock
for One Million Five Hundred Dollars ($1,500,000). The Company plans to issue an
additional four thousand five hundred (4,500) Preferred Shares in a private
placement expected to raise an additional Four Million Five Hundred Thousand
Dollars ($4,500,000) in working capital for the Company. Authorization of the
Preferred Stock is required to complete this transaction. In addition to the
formal items of business to be brought before the meeting, members of management
will report on the Company's operations and answer stockholder questions.
Your vote is very important. Please ensure that your shares will be represented
at the meeting by completing, signing, and returning your proxy card in the
envelope provided, even if you plan to attend the meeting. Sending us your proxy
will not prevent you from voting in person at the meeting should you wish to do
so.
Sincerely,
/s/ James B. Lewis
James B. Lewis
President
<PAGE>
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
DECEMBER 2, 1996
A special meeting of the stockholders of Globalink, Inc. (the "Company") will be
held at 9302 Lee Highway, First Floor, Fairfax, Virginia at 10:00 a.m. for the
following purposes:
To effect authorization of 250,000 shares of Preferred Stock by
amending the Fourth Article of the Globalink Certificate of
Incorporation to read as follows:
"FOURTH: The Corporation shall have authority to issue twenty million
(20,000,000) shares of Common Stock of the par value of $.01 per share
and two hundred fifty thousand shares (250,000) shares of Preferred
Stock of the par value $.01 per share. The designations, powers,
preferences, rights, qualifications, limitations and/or restrictions of
the preferred stock shall be determined at a later date by resolution
or resolutions of the Board of Directors of the Company."
The Board of Directors has fixed the close of business on October 23, 1996 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 during
regular business hours at the Company's office, 9302 Lee Highway, 12th Floor,
Fairfax, Virginia on and after October 23, 1996 for inspection by any
stockholder for any purpose germane to the meeting.
By Order of The Board of Directors,
/s/ Harry E. Hagerty, Jr.
Harry E. Hagerty, Jr.
Chairman of the Board
<PAGE>
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Globalink, Inc. (The "Company") for use at a
special 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 Special Meeting of
Stockholders. The address of the Company's principal executive office is 9302
Lee Highway, 12th Floor, Fairfax, Virginia 22031. This proxy statement and the
form of proxy are being mailed to stockholders on or about October 30, 1996.
REVOCABILITY OF PROXY AND VOTING OF PROXY
A proxy given by a stockholder may be revoked at any time before it is exercised
by giving another proxy bearing a later date, by notifying the Secretary of the
Company in writing of such revocation at any time before the proxy is exercised,
or by attending the meeting in person and casting a ballot. Any proxy returned
to Globalink will be voted in accordance with the instructions indicated
thereon. A majority of the shares of outstanding Common Stock of Globalink
entitled to vote, or 2,670,677 out of the 5,341,352 shares outstanding and
entitled to vote, must be represented at the Special Meeting in person or by
proxy to constitute a quorum. Any proxy returned to the Company will be voted in
accordance with the instructions indicated thereon. Abstentions will be treated
as present for purposes of determining whether a quorum is present at the
Special Meeting and as votes "AGAINST" the proposals under consideration; broker
non-votes will have no effect on the votes. If no instructions are indicated on
a proxy, the proxy will be voted for the authorization of 250,000 shares of
Preferred Stock in Item 1. The Board of Directors know of no matters, other than
as described herein, that are to be presented at the meeting, but if matters
other than those herein mentioned properly come before the meeting, the proxy
will be voted by that Committee in a manner that the members of the Committee
(in their judgment) consider to be in the best interests of the Company.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on October 23, 1996, are
entitled to vote at the meeting. On October 23, 1996, the Company had
outstanding and entitled to vote 5,341,352 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.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth as of the year ended December 31, 1995, the cash
compensation paid to Harry E. Hagerty, Jr., who has served as the Company's
Chairman of the Board since September, 1994, and James B. Lewis, who has served
as President of the Company since September, 1995, Ronald W. Johnston, who has
served as Chief Operating Officer since March, 1995, John F. McCarthy, III, who
has served as Vice President and General Counsel since August, 1995, and all
Executive Officers as a group.
Name and
Principal Position Year Salary
------------------ ---- ------
Harry E. Hagerty, Jr 1995 96,000 (1)
1994 96,000 (1)
James B. Lewis 1995 41,644 (2)
Ronald W. Johnston 1995 91,554 (3)
John F. McCarthy, III 1995 40,007 (4)
All executive officers 1995 463,959
as a group (7, 5 and 3 1994 353,335
persons, respectively) 1993 221,159
- - ----------
(1) Reflects compensation for services as Chairman of the Board.
Beginning in June 1996, Mr. Hagerty is to be compensated for
services rendered as CEO of the Company at a rate of 200,000 per
annum. As of this date, Mr. Hagerty will no longer be compensated
by the Company for duties performed as Chairman of the Board.
(2) Reflects salary from August 21, 1995 to December 31, 1995. Mr.
Lewis' base salary is $150,000 per annum.
(3) Reflects salary from March 24, 1995 to December 31, 1995. Mr.
Johnston's base salary for fiscal year 1995 was $115,000 per
annum. In June 1996, Mr. Johnston's base salary was increased to
$130,000 per annum.
(4) Reflects salary from August 18, 1995 to December 31, 1995. Mr.
McCarthy's base salary is $115,000 per annum.
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Harry E.
Hagerty, Jr. effective July 1, 1996, James B. Lewis effective as of August 21,
1995, Ronald W. Johnston effective as of March 24, 1995, and John F. McCarthy,
III effective as of August 18, 1995, providing for base annual compensation of
$200,000, $150,000, $130,000 and $115,000 per annum, respectively, plus certain
incentive compensation. The agreements are each for a three-year period from
their respective effective dates, and will renew automatically for succeeding
consecutive periods of one year each unless sooner terminated by either party at
the end of the original term or any renewal term. In the event the Company
terminates without cause the employment of any of these employees (except by
causing non-renewal of such employment agreement), such employee shall receive a
severance payment equal to one year's base salary plus accrued benefits and
incentive compensation; the employment agreements also contain a provision in
which the employee would receive three times one year's base salary plus the
value of his other employment benefits, in the event of a hostile takeover.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of % of Total Options Or
Securities
Underlying Options Granted to Employees Exercise Base Expiration
Name Granted in Fiscal Year Price ($/Sh) Date
- - ---------------------------------- ------- -------------------- ------------ ---------------------
<S> <C> <C> <C> <C>
Ronald W. Johnston 100,000 18.0% $ 11.00 3/24/2000
John F. McCarthy, III 50,000 9.0% $ 11.00 8/18/2000
James B. Lewis 100,000 18.0% $ 11.00 8/21/2000
Jeffrey L. Gray 30,000 5.4% $ 6.75 10/16/2000
James B. Lewis 100,000 18.0% $ 7.50 11/03/2000
Harry E. Hagerty, Jr.(1) 120,000 -- $ 8.625 6/03/2001
- - ---------------------
(1) Granted June 3, 1996.
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options At In-the-Money Options at
Acquired Value Fiscal Year-End Fiscal Year-End (1)
------------------------------------ --------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
- - ----------------------- ---------------- ---------------
<S> <C> <C>
Jorge R. Forgues(2) 14,000 7,000
Jorge R. Forgues(2) 5,000
Ronald W. Johnston 100,000(3)
John F. McCarthy, III 50,000(4)
James B. Lewis 100,000(5)
Jeffrey L. Gray 30,000(6)
James B. Lewis 100,000
</TABLE>
- - -----------------------
(1) The fair market value of the Company's common stock on December 31, 1995,
minus the exercise price.
(2) Mr. Forgues resigned as the Company's Chief Financial Officer on April 19,
1996.
(3) Options to purchase 33,333 became exercisable as of March 24, 1996.
(4) Options to purchase 16,667 became exercisable as of August 18, 1996.
(5) Options to purchase 33,333 became exercisable as of August 21, 1996.
(6) Options to purchase 10,000 became exercisable as of October 16, 1996.
SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of October 15, 1996, the only people known by Globalink to be the beneficial
owner of more than 5% of the outstanding voting securities of Globalink are:
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Percentage
Title of Stock Beneficial Owner Beneficial Ownership of Class
- - ------------------------------- ------------------------------------- ----------------------------------- ---------------
<S> <C> <C> <C>
Common . . . . . . . . . . . . Harry E. Hagerty, Jr. 631,400 11.8%
9302 Lee Highway
12th Floor
Fairfax, VA 22031
Common . . . . . . . . . . . . Michael E. Tacelosky 364,134 6.8%
2100 R Street, NW
Washington, DC 20008
</TABLE>
<PAGE>
Set forth below is the security ownership of Officers and Directors, as of
October 15, 1996.
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
- - ---------------------------- ----------------------------------- -------------------------------- -----------------------
<S> <C> <C> <C>
Common . . . . Harry E. Hagerty, Jr. 651,400 (1) 12.2%
Common . . . . William E. Kimberly 203,400 (2) 3.8%
Common . . . . Michael J. Murphy 70,284 (2) 1.3%
Common . . . . John F. McCarthy, III 36,667 (3) *
Common . . . . W. Braun Jones, Jr. 20,000 (1) *
Common . . . . Ronald W. Johnston 33,333 (4) *
Common . . . . All Officers and
Directors as a Group
(9 persons) 1,048,417 19.6%
</TABLE>
- - -----------------
* Represents less than 1%.
(1) Assumes the exercise of an option to purchase 20,000 shares of common
stock.
(2) Assumes the exercise of options to purchase 40,000 shares of common stock.
(3) Assumes the exercise of options to purchase 36,667 shares of common stock.
(4) Assumes the exercise of an option to purchase 33,333 shares of common
stock.
<PAGE>
AUTHORIZATION OF 250,000 SHARES OF PREFERRED STOCK
(Item 1 on Proxy Card)
At the Special Meeting, shareholders will vote upon the proposal to
amend Globalink's Certificate of Incorporation to authorize the issuance of up
to 250,000 shares of Globalink Preferred Stock. The Globalink Certificate of
Incorporation does not presently authorize the issuance of Preferred Stock.
The Board of Directors of Globalink has proposed that the Fourth
Article of the Globalink Certificate of Incorporation be amended to authorize
the issuance of 250,000 shares of Preferred Stock. If approved by the
stockholders, such additional authorized shares of Preferred Stock would be
available for issuance at the discretion of the Board of Directors without
further stockholder approval (subject to the Company's By-laws and Delaware law)
in connection with possible mergers and acquisitions, in connection with
employee benefit plans, and for other corporate purposes, such as the issuance
of shares as part of a plan relative to improving Globalink's capital structure,
without the significant time delay and expenses incident to the holding of a
special meeting of shareholders to consider any specific issuance.
The Globalink Preferred Stock for which authorization is sought would
become part of a new class of Globalink Stock. The Preferred Shares, when
issued, would have a par value $.01 per share. The designations, powers,
preferences, rights, qualifications, limitations and/or restrictions of the
preferred stock shall be determined at a later date by resolution or resolutions
of the Board of Directors of the Company. No shareholder of Globalink has any
preemptive right to subscribe for or purchase any of the shares of Globalink
Preferred Stock proposed to be authorized, and, once authorized, such shares
would be available for issuance at such time and on such terms as the Board of
Directors may consider appropriate.
Upon authorization of the Preferred Stock, the Company plans to issue
four thousand five hundred (4,500) shares of Series A-I Preferred Stock in a
private placement expected to raise an additional Four Million Five Hundred
Thousand Dollars ($4,500,000) in working capital for the Company. Authorization
of the Preferred Stock is required to complete this transaction. Upon issuance,
each share of Series A-I Preferred Stock would be convertible into 1,500 shares
of Preferred Stock or Common Stock of the Company with the number of common
shares to be determined by dividing (x) the Conversion Amount by (y) the lower
of (1) 85% of the product of the Conversion percentage times the arithmetic
average of the Closing Price of the Common Stock on the five consecutive trading
days immediately preceding the Conversion Date, or (2) the closing bid price on
the trading date prior to the closing date. The investors would also receive
Warrants to purchase an amount of Common Shares equal to ten (10) percent of the
Common Shares into which the Series A-I Preferred Shares are convertible. Such
Warrants are exercisable at the closing bid price of the Common Stock of the
Company on the date of the closing.
The Company recently completed a private placement in which it sold
three (3)
<PAGE>
Prepaid Warrants of the Company to The Pangaea Fund Limited, a British Virgin
Islands Corporation, at $500,000 per Prepaid Warrant for total consideration of
$1,500,000. Each Prepaid Warrant is convertible into 1,000 shares of Series A-I
Preferred Stock or into Common Stock of the Company with the number of common
shares to be determined by dividing (x) the Exercise Amount by (y) the lower of
(1) 85% of the product of the Exercise percentage times the arithmetic average
of the Closing Price of the Common Stock on the five consecutive trading days
immediately preceding the Exercise Date, or (2) the closing bid price on the
trading date prior to the Closing Date. The three Prepaid Warrants may be
converted on the ninetieth (90th), one hundred twentieth (120th) and one hundred
fiftieth (150th) day following the Closing Date, respectively. In no event shall
the number of shares of Common Stock into which the Prepaid Warrants are
convertible exceed twenty percent (20%) of the shares of Common Stock of the
Company outstanding as of the Closing Date. The Pangaea Fund Limited will also
receive warrants to purchase Common Stock of the Company exercisable at any time
after the Closing Date at the closing bid price of the Common Stock on the
trading date prior to the Closing Date equal to 10% of the number of shares.
In connection with this transaction, Tanner Unman Securities, Inc., the
Placement Agent for the transaction, received warrants to purchase 20,000 shares
of Common Stock of the Company exercisable at any time after the Closing Date at
the closing bid price of the Common Stock on the trading date prior to the
Closing Date.
DELAWARE'S ANTI-TAKEOVER LAW
Section 203 (the "Anti-Takeover Law") of the Delaware General
Corporation Law (the "Delaware Law") prevents certain Delaware corporations,
including those whose securities are listed on the NASDAQ National Market, from
engaging, under certain circumstances, in a "business combination" (which
includes a merger or sale of more than 10% of the corporation's assets) with any
"interested shareholder" (a shareholder who acquired 15% or more of the
corporation's outstanding voting stock without the prior approval of the
corporation's board of directors) for three years following the date that such
shareholder became an "interested shareholder." A Delaware corporation may "opt
out" of the Anti- Takeover Law with an express provision in its original
certificate of incorporation or an express provision in its certificate of
incorporation or bylaws resulting from a shareholders amendment approved by at
least a majority of the outstanding voting shares. Globalink has not "opted out"
of the provisions of the Anti-Takeover Law.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND
BY-LAWS
The provisions of the Certificate of Incorporation and By-laws could
have the effect of delaying, discouraging or making more difficult changes of
control or management of the Company, including tender offer or takeover
attempts.
<PAGE>
POTENTIAL DISADVANTAGES TO SHAREHOLDERS OF AN INCREASE IN THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE
If the authorization of 250,000 shares of Globalink Preferred Stock is
approved, management will have authority to issue the shares to effect
transactions that shareholders might not approve if they were given the
opportunity to vote on the transactions. Under certain circumstances, there will
be a potential for dilution to existing shareholders upon the issuance of common
shares or preferred stock. The authorized but unissued shares of Globalink
Common Stock could be used by incumbent management to make more difficult a
change in control of Globalink. Under certain circumstances, such shares could
be used to frustrate persons seeking to effect a takeover or change in control
of Globalink or to effect a merger, sale of all or any part of Globalink's
assets or a similar transaction, since the issuance of shares could be used to
dilute the stock ownership of shares of Globalink's voting stock held by such
person. Although the Board of Directors has a fiduciary duty to act in the best
interests of Globalink's shareholders at all times, the ability of the Board to
issue additional shares of Globalink Common Stock could prevent the proposal of
transactions which some shareholders might consider to be in their best
interest.
To effect the authorization of 250,000 shares of Preferred Stock, the
Fourth Article of the Globalink Certificate of Incorporation would be amended to
read as follows:
"FOURTH: The Corporation shall have authority to issue twenty million
(20,000,000) shares of Common Stock of the par value of $.01 per share
and two hundred fifty thousand shares (250,000) shares of Preferred
Stock of the par value $.01 per share. The designations, powers,
preferences, rights, qualifications, limitations and/or restrictions of
the preferred stock shall be determined at a later date by resolution
or resolutions of the Board of Directors of the Company."
The affirmative vote of the holders of a majority of the shares of
Globalink Common Stock outstanding and entitled to vote at the Globalink Special
Meeting is required to approve the amendment to the Globalink Certificate of
Incorporation.
THE BOARD OF DIRECTORS OF GLOBALINK UNANIMOUSLY RECOMMENDS A VOTE FOR
APPROVAL OF THE AMENDMENT TO THE GLOBALINK CERTIFICATE OF INCORPORATION.
<PAGE>
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS OF THE COMPANY
Regular meetings of the Board of Directors of the Company are normally held
quarterly. During 1995 the Board of Directors held 2 meetings. Two Directors
attended only 50% of the total number of meetings of the Board of Directors. Of
the other Directors, no Director attended fewer than 100% of the aggregate of
the total number of meetings of the Board of Directors and of Committees of the
Board of Directors on which he served. In addition to regularly scheduled
meetings, a number of Directors were involved in numerous informal meetings with
management, offering valuable advice and suggestions on a broad range of
corporate matters. The members of the Compensation Committee are Michael Murphy,
Harry E. Hagerty, Jr., and John F. McCarthy, III. The Compensation Committee
held 3 meetings during 1995. Directors are not compensated for attending Board
meetings.
AUDIT COMMITTEE
The members of the Audit Committee are John F. McCarthy, III, William E.
Kimberly, and W. Braun Jones, Jr. The Audit Committee met formally two times
during 1995 and two or more members of the Audit Committee met informally on
several occasions. 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, the independent
accountants and the Chief Financial Officer 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; and hold regularly scheduled meetings, separately and
jointly, with representatives of management, the independent accountants, and
the Chief Financial Officer to make inquiries into and discuss their activities.
STOCKHOLDER PROPOSALS FOR 1996
Proposals of security holders intended to be presented at the Company's 1996
Annual Meeting of Stockholders must be received by the Company by not later than
February 1, 1997.
<PAGE>
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission and the
National Association of Securities Dealers are incorporated herein by reference.
Such documents contain the audited Financial Statements of the Company for the
year ended December 31, 1995 and the unaudited Financial Statements of the
Company for the six months ended June 30, 1996 and all interim periods contained
therein.
(a) Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995;
(b) Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996;
(c) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1996.
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.
Fairfax, Virginia
- - -----------------
GLOBALINK, INC.
9302 Lee Highway, 12th Floor
Fairfax, Virginia 22031
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harry E. Hagerty, Jr. and John F.
McCarthy, III, Esq. and each of them, with full power of substitution, as
proxies to vote as designated on the reverse side, all the shares of common
stock held by the undersigned at the special meeting of shareholders of
Globalink, Inc. to be held on December 2, 1996, at 10:00 A.M. at 9302 Lee
Highway, 12th Floor, Fairfax, Virginia 22031, or any adjournment thereof, and
with discretionary authority to vote on all other matters that may properly come
before the meeting.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[X} Please mark your
votes as in the
example.
1. AUTHORIZATION FOR AGAINST ABSTAIN
OF PREFERRED [ ] [ ] [ ]
SHARES
This proxy will be voted as directed, or
if no direction is indicated, will be
vote FOR the authorization of preferred
shares and in the discretion of the
persons named as proxies with respect
to any other business that may properly
come before the meeting.
If you wish to vote in accordance with
the recommendations of the Board of
Directors, you may just sign and date
below and mail in the postage paid
envelope provided. Specific choices may
be made above.
SIGNATURE ______________ DATE ______ __________________________ DATE ______
SIGNATURE, IF HELD JOINTLY
NOTE: Please sign exactly as names appears hereon. Joint owners each should
sign. When signing as attorney, executor, administrator, trustee or guardian
please give full title as such.
