Attachment A to Proxy/Prospectus
PHOTONICS CORPORATION
PROXY SOLICITED BY A MAJORITY OF SHAREHOLDERS, DUE TO A LACK OF
DIRECTORS,
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON July 31, 2000.
The undersigned hereby appoints James T. Koo, as attorney and proxy of
the undersigned, with full power of substitution, to vote all of the
shares of stock of Photonics Corporation which the undersigned may be
entitled to vote at the Annual Meeting of Shareholders of Photonics
Corporation to be held of the Company's offices, 1222 Alderwood,
Sunnyvale, California 94089 on Monday July 31, 2000 at 10:00 a.m., P.D.T.
and at any and all continuations and adjournments thereof, with all
powers that the undersigned would possess if personally present, upon and
in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all
other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED IN
FAVOR OF ALL PROPOSALS AND NOMINEES AS SUCH ARE LISTED HEREIN, AND AS ARE
MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC
INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE
THEREWITH.
(Continued and to be signed on the other side.)
___________________ __________________
________________________
CERTIFICATE NUMBERS SHARES REPRESENTED SHAREHOLDER NAME
PLEASE MARK YOUR CHOICES LIKE
THIS [X] IN BLUE OR BLACK INK
Proposal #1: To authorized increase of authorized common shares to
200 Million and Preferred Shares to 50 Million, for the purpose of
facilitating the acquisition of REP-T, Inc., a Texas corporation.
FOR AGAINST ABSTAIN
[_] [_] [_]
Shareholder Name__________________ Certificate No.____________
Proposal #2: To ratify the issuance of approximately 1,519,090
common shares to debt holders of the Company for the forgiveness of the
estimated $ 3.5 million the Company's debt held.
Such issuance is at the rate of .45 shares of Photonics stock for each
$1.00 of debt.
FOR AGAINST ABSTAIN
[_] [_] [_]
Proposal #3: To approve the proposal as set out in the Stock
Purchase Agreement dated as of June 30, 2000 between Photonics
Corporation, REpipeline.com, Inc., a Delaware corporation ("REP-D"},
REpipeline.com, Inc., a Texas corporation ("REP-T") and the selling
shareholders of REP-T (the "Agreement") and to authorize the acquisition
of REP-T, Inc. by REP-D of Photonics, through the issuance of a majority
of the shares of Common Stock of Photonics and to ratify the actions of
James T. Koo and indemnify James T. Koo relating to the actions that he
has taken in preparing and consummating the transactions set out in the
Agreement.
FOR AGAINST ABSTAIN
[_] [_] [_]
Proposal #4: To ratify the formation of Sunnyvale Technology
Corporation, a Texas corporation, as a subsidiary of Photonics, the
transfer of DTC Data Technology assets and business to Sunnyvale
Technology Corporation, the sale of 90% of the stock of Sunnyvale
Technology Corporation to James T. Koo and the declaration of a stock
dividend in the amount of the remaining 10% stock of Sunnyvale
Technology Corporation to the stockholders of Photonics Corporation as of
the Record Date, June 1, 2000.
FOR AGAINST ABSTAIN
[_] [_] [_]
Shareholder Name__________________ Certificate No.____________
<PAGE>
Proposal #5: Elect 4 Board of Directors to serve various terms.
Nominees:
T. James Vaughn [Chairman](1 yr), G. Thomas Bailey [CEO](1 yr), and
Joseph F. Langston [CFO](1 yr) and James T. Koo (1 yr).
FOR all nominees listed below WITHHOLD AUTHORITY
except as marked to the contrary) to vote for all nominees listed
below
[_] [_]
Nominees: T. James Vaughn [Chairman](1 yr), G. Thomas Bailey [CEO](1 yr),
Joseph F. Langston [CFO](1 yr) and James T. Koo (1 yr).
If you withheld authority to vote all nominee(s), please vote individual
Directors or write such additional nominees(s)
name(s) below: (see next page)
a. T. James Vaughan or ____________________ (Chairman, 1 yr.)
FOR AGAINST ABSTAIN
[_] [_] [_]
b. G. Thomas Bailey or ____________________ (1 yr)
FOR AGAINST ABSTAIN
[_] [_] [_]
d. Joseph F. Langston or ____________________ (1 yr)
FOR AGAINST ABSTAIN
[_] [_] [_]
e. James T. Koo or ____________________ (1 yr)
FOR AGAINST ABSTAIN
[_] [_] [_]
Shareholder Name__________________ Certificate No.____________
<PAGE>
Proposal #6: Authorization Employment Agreements and Stock Option
Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
Proposal #7: Ratification of the Auditors, Turner Stone and
Associates, LLC, in absence of a previous Board of Directors and/or Audit
committee for recommendation.
FOR AGAINST ABSTAIN
[_] [_] [_]
Proposal #8: Other business to be presented to the Shareholders.
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FOR AGAINST ABSTAIN
[_] [_] [_]
Shareholder Name__________________ Certificate No.____________
DATED:_________, 2000.
SIGNATURE(S)
Please sign exactly as your name appears herein. If the certificates are
registered in the names of two or more
persons each must sign.
Executor, administrators, trustees, guardians and attorney-in-fact should
add their titles. If signer is a corporation, please give full corporate
name and have a duly authorized officer sign, stating title.
If signer is a partnership, please sign in partnership name by authorized
person.
Please vote, date and properly return this proxy in the enclosed return
Envelope which is postage prepaid if mailed in the United States.
_____________________________________
_____________________________________
Shareholder Signature Shareholder Signature (if
secondary
owner)
Name (print)___________________________ Name
(print)___________________________
Address:______________________________
Address:______________________________
______________________________
______________________________
City:__________ State:___ Zip:______ City:________ State:___
Zip:______
