SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by 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
ORYX TECHNOLOGY CORP.
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(Name of Registrant as Specified in Its Charter)
Oryx Technology Corp.
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(Name of Person(s) Filing Proxy Statement)
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 transactions applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[_] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
ORYX TECHNOLOGY CORP.
47341 Bayside Parkway
Fremont, California 94538
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Oryx
Technology Corp., a Delaware corporation (the "Company"), will be held at 47341
Bayside Parkway, Fremont, California 94538 at 10:00 a.m. on Tuesday, October 14,
1997, for the following purposes:
Proposal 1. To elect six (6)directors of the Company for terms
expiring at the 1998 Annual Meeting;
Proposal 2. To ratify the selection of Price Waterhouse LLP as auditors
of the Company's financial statements for the fiscal year ending February 28,
1998;
Proposal 3. To consider and act upon a proposal to approve an increase
in the number of shares which may be granted under the Company's 1993 Incentive
Nonqualified Stock Option Plan to 2,625,000 from 1,625,000 shares; and to
transact such other business as may properly come before the Annual Meeting or
any adjournments thereof.
The close of business on September 1, 1997 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. To assure your representation at the Annual Meeting, however, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. Any
stockholder attending the Annual Meeting may vote in person even if such
stockholder has returned a proxy.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY MAIL YOUR PROXY IN THE ENVELOPE PROVIDED FOR YOUR CONVENIENCE.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING AND, IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Andrew Intrater________________________
Andrew Intrater, Secretary
Dated: September 15, 1997
<PAGE>
ORYX TECHNOLOGY CORP.
47341 Bayside Parkway
Fremont, California 94538
PROXY STATEMENT
------------------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Oryx Technology Corp. (the "Company")
for use at the Annual Meeting of Stockholders to be held on October 14, 1997, or
at any adjournments thereof (the "Annual Meeting"), for the purposes set forth
herein and in the foregoing Notice. This Proxy Statement and the accompanying
Proxy are being mailed to the Company's stockholders on or about September 15,
1997.
At the close of business on September 1, 1997, the record date fixed by
the Board of Directors of the Company for determining those stockholders
entitled to vote at the Annual Meeting (the "Record Date"), the outstanding
shares of the Company entitled to vote consisted of 13,124,821 shares of Common
Stock and 34,875 shares of Series A Preferred Stock. Each stockholder of record
at the close of business on the Record Date is entitled to one vote for each
share then held on each matter submitted to a vote of the stockholders.
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Stockholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.
The attendance, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Directors will be elected (Proposal 1) by a
plurality of the votes cast by the shares of Common Stock represented in person
or by proxy at the Annual Meeting. Under applicable Delaware state law, if a
quorum exists, action on a matter other than the election of directors is
approved if a majority of shares voting at the Annual Meeting in person or proxy
favor the proposed action. If less than a majority of outstanding shares
entitled to vote are represented at the Annual Meeting, a majority of the shares
so represented may adjourn the Annual Meeting to another date, time or place,
and notice need not be given of the new date, time or place if the new date,
time or place is announced at the meeting before an adjournment is taken.
Abstentions and "broker non-votes" are counted as shares eligible to
vote at the Annual Meeting in determining whether a quorum is present, but do
not represent votes cast with respect to any Proposal. "Broker non-votes" are
shares held by a broker or nominee as to which instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.
A form of proxy is enclosed for use at the Annual Meeting. The proxy
may be revoked by a stockholder at any time prior to the exercise thereof, and
any stockholder at any time prior to the exercise thereof, and any stockholder
present at the Annual Meeting may revoke his proxy thereat and vote in person if
he or she so desires. When such proxy is properly executed and returned, the
shares it represents will be voted at the Annual Meeting in accordance with any
instructions noted thereon. If no direction is indicated, all shares represented
by valid proxies received pursuant to this solicitation (and not revoked prior
to exercise) will be voted for the election of the nominees for directors named
herein (unless authority to vote is withheld) and in favor of all other
proposals stated in the Notice of Annual Meeting and described in this Proxy
Statement.
The Company's Annual Report for the fiscal year ended February 28, 1997
is enclosed with this Proxy Statement.
PROPOSAL 1:
ELECTION OF DIRECTORS
Nominees
Six (6) of the seven (7) current members of the Board of Directors are
to be elected at the Annual Meeting, each to hold office until the next Annual
Meeting and until their successors are elected and qualified. The Board of
Directors has nominated for election as directors the six (6) persons indicated
in the following table. In the election of directors, the proxy holders intend,
unless directed otherwise, to vote for the election of the nominees named below,
all of whom are now members of the Board of Directors.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
The following table gives certain information as to each person
nominated for election as a director and the Company's executive officers:
Directors
Name Age Since Positions
Philip J. Micciche 63 1997 President, Chief Executive
Officer and Director
Andrew Intrater 35 1993 Secretary and Director
Mitchel Underseth 41 ------ Chief Financial Officer
Dr. John H. Abeles 52 1993 Director
Jay M. Haft 61 1995 Director
Doug McBurnie 54 1997 Director
Ted D. Morgan 55 1996 Director
PHILIP J. MICCICHE was elected to serve as the Company's President and
Chief Executive Officer and to serve as a Director of the Company on April 25,
1997. From 1993 through 1995, Mr. Micciche was Chief Executive Officer of AXCIS
Information Networks, a provider of sports information data. From 1990 through
1992, Mr. Micciche was President of Dysan International Corp. and oversaw its
initial public offering of securities in Hong Kong in 1991. From 1983 through
1990, he held several executive management positions at Xidex Corp. From 1983
through 1985, Mr. Micciche was Senior Vice President Marketing at Xidex
Magnetics (Xidex merged with Dysan Corp. in 1985). Prior to 1983, Mr. Micciche
has held positions as CEO, Vice President Sales, Product Sales Manager and Chief
Engineer for various companies. He received his BSEE from Northeastern
University in Boston.
ANDREW INTRATER has been employed in various executive capacities with
the Company since its organization in July, 1993 and with Advanced Technology,
Inc. ("ATI"), the Company's predecessor corporation, since 1981. At various
times, Mr. Intrater has been Chief Operating Officer, Secretary, Treasurer and a
Director of the Company since its organization. Between September, 1985 and May,
1993, Mr. Intrater served as President of ATI and was a Director since 1983. He
is currently President of Oryx's Instruments and Materials subsidiary. Mr.
Intrater received his B.S. degree in Chemical Engineering from Rutgers
University and M.S. in Materials Science from Columbia University.
MITCHEL UNDERSETH has served as Chief Financial Officer of the Company
since November 1996, with additional responsibilities for administration and
human resources. From August 1992 through November 1996, Mr. Underseth was Chief
Financial Officer for Triptych CD/San Joaquin Packaging in Stockton, California.
From March 1990 through April 1992, Mr. Underseth was Chief Financial Officer
for Dysan International/Magnetic L.P. in Hong Kong, a spin-off of Xidex's
Flexible Disk Group. From September 1986 through March 1990, Mr. Underseth was
Vice President-Finance for Xidex Flexible Disk Group and Rigid Oxide Group in
Santa Clara, California. Mr. Underseth received his M.B.A. from the University
of Washington in Seattle and his B.S. in Business from Lewis and Clark College
in Portland, Oregon.
JOHN H. ABELES, M.D., has been a Director of the Company since its
organization in July, 1993 and previously of ATI commencing October, 1991. He
was Chairman of the Board of Directors of the Company from October, 1993 until
April, 1997. Since March 1992, Dr. Abeles has been a General Partner of Northlea
Partners Ltd. ("Northlea Partners"), Boca Raton, Florida, a private investment
partnership. Since 1980, Dr. Abeles has been President of MedVest, Inc., Boca
Raton, Florida, a business and financial consulting firm. Dr. Abeles serves on
the Board of Directors of I-Flow Corporation, Irvine, California, a publicly
traded company which manufactures infusion devices, DUSA Pharmaceuticals, Inc.,
a publicly traded company which is developing photodynamic therapy products, and
Encore Medical, Inc., Austin, Texas, a publicly traded orthopedic devices
concern.
JAY M. HAFT has served as Director of the Company since February, 1995.
He is a strategic and financial consultant for growth stage companies. He is
active in international corporate finance, mergers and acquisitions, as well as
in the representation of emerging growth companies. He has actively participated
in strategic planning and fund raising for many high-tech companies, leading
edge medical technology companies and technical product, service and marketing
companies. He is a Managing General Partner of Venture Capital Associates, Ltd.
and of Gen Am "1" Venture Fund, a domestic and an international venture capital
fund, respectively. Mr. Haft is also a Director of numerous public and private
corporations, including Robotic Vision Systems, Inc. (OTC), Noise Cancellation
Technologies, Inc. (OTC), Extech, Inc. (OTC), Encore Medical Corporation (OTC),
Viragen, Inc. (OTC), PC Service Source, Inc. (OTC), DUSA Pharmaceuticals, Inc.
(OTC), Jenna Lane, Inc. (OTC). He serves as Chairman of the Board of Noise
Cancellation Technologies, Inc., Extech, Inc. and Jenna Lane, Inc. He is
currently of counsel to the law firm of Parker Duryee Rosoff & Haft, in New
York. He was previously a senior corporate partner of such firm (1989-1994), and
prior to that a founding partner of the law firm of Wofsey, Certilman, Haft et
al. (1966-1988). He is a member of the Florida Commission for Government
Accountability to the People, National Vice-President of the Miami Ballet and a
Director of the Concert Association of Florida. He is a graduate of Yale College
and Yale Law School.
DOUG MCBURNIE was appointed as a Director of the Company in July, 1997.
He currently serves as senior vice president, Computer and Consumer Products
Group, of VLSI Technology. Mr. McBurnie is responsible for VLSI's businesses in
Advanced Computing, Consumer Digital Entertainment, and Local Area Networking
(LAN). Prior to joining VLSI, Mr. McBurnie was with National Semiconductor,
where he was senior vice president and general manager of the Communications and
Consumer Group. Previously, he was vice president and general manager of
National's Local Area Network Division. Under Mr. McBurnie's leadership,
National became the recognized leader in networking circuits, one of the top
telecom IC suppliers, and made a strong push into consumer entertainment
markets. Prior to joining National, Mr. McBurnie held executive positions at a
number of Silicon Valley companies, including Xidex Corporation, Precision
Monolithics and Fairchild Semiconductor. He holds a bachelor of arts degree in
business administration from Baldwin Wallace College in Berea, Ohio.
TED D. MORGAN was appointed as a Director of the Company in April,
1996. He serves as Chief Executive Officer of Entrenet Group, LLC. He is Founder
and Managing Partner of Alternative Technologies International ("ATI"), Santa
Rosa, California. ATI is an international financial advisory firm specializing
in services for emerging growth companies with unique proprietary technologies.
Prior to founding ATI, he developed several companies including the Office Club,
which merged with Office Depot in 1990.
Board Committees and Meetings
During the fiscal year ended February 28, 1997, there were 8 Meetings
of the Company's Board of Directors. Each Board member attended 90% or more of
the Meetings of the Board of Directors and of all Committees of the Board of
Directors on which he served.
The Compensation Committee was established on March 28, 1995. The
members of the Compensation Committee are Dr. John H. Abeles, and Jay M. Haft,
neither of whom are employees of the Company. The Compensation Committee makes
recommendations with respect to compensation of senior officers and granting of
stock options and stock awards. The Compensation Committee met on January 25,
1997.
The members of the Audit Committee are Jay Haft and Ted Morgan. The
Audit Committee did not meet in the fiscal year ended February 28, 1997.
There is no Nominating Committee of the Board of Directors.
Remuneration of Non-Employee Directors
Each member of the Board of Directors who is not an employee of the
Company is compensated for his services as a Director as follows: $750.00 for
each Board Meeting attended in person, and $250.00 for each Board Meeting
attended by telephone. The following non-employee Directors were also granted
options to purchase the Company's Common Stock during the fiscal year ended
February 28, 1997:
Name Number of Shares Exercise Price
John Abeles 30,000 $1.31
Jay M. Haft 30,000 $1.31
Nitin Mehta 30,000 $1.31
Ted Morgan 45,000 $1.31
Bruce Schindler 30,000 $1.31
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Price Waterhouse LLP as the
Company's independent auditors for the fiscal year ending February 28, 1998 and
has further directed that management submit the selection of auditors for
ratification by the Stockholders at the Annual Meeting. Price Waterhouse LLP was
first appointed independent auditors of the Company in August 1993.
Representatives of Price Waterhouse LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
Stockholder ratification of the selection of Price Waterhouse LLP as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Price Waterhouse
LLP to the stockholders for ratification as a matter of good corporate practice.
If the stockholders fail to ratify the selection, the Board will reconsider
whether to retain that firm. Even if the selection is ratified, the Board in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if the Board determines that such a change would be
in the best interests of the Company and its stockholders.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
PROPOSAL 3:
APPROVE AMENDMENT OF THE COMPANY'S 1993 INCENTIVE AND
NON-QUALIFIED STOCK OPTION PLAN INCREASING
THE NUMBER OF SHARES AUTHORIZED TO BE ISSUED
UNDER THE PLAN TO 2,625,000 FROM 1,625,000 SHARES
In March 1993, in order to attract and retain personnel who possess a
high degree of competence, experience and motivation, the Company's Board of
Directors adopted and the stockholders of the Company approved the Company's
1993 Incentive and Nonqualified Stock Option Plan, as amended (the "Stock Option
Plan"). At present, the Stock Option Plan, as approved by the Board of Directors
of the Company, authorizes the Company to grant both incentive and nonqualified
stock options to purchase 1,625,000 shares of the Company's Common Stock. On
September 8, 1997, the Board of Directors approved an increase to 2,625,000 of
the number of shares authorized to be issued under the Stock Option Plan, and
the Company is seeking ratification and authorization from the stockholders for
such increase. The Company has at the present time 1,503,404 options outstanding
or exercised under the Stock Option Plan. Accordingly, in order to continue to
issue stock options and other forms of stock-based incentive compensation under
the Stock Option Plan, the Compensation Committee and the Board have deemed it
advisable to amend the Stock Option Plan to increase the number of shares
authorized to be issued under the Stock Option Plan to 2,625,000 from 1,625,000
shares. In the opinion of the Board, the authorization to issue additional
shares would provide the necessary flexibility to motivate and reward the
employees of the Company in a manner that would improve the Company's financial
performance. The affirmative vote of the holders of a majority of the shares
voting at the Annual Meeting is necessary to approve the amendment to the Stock
Option Plan.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
Description of Incentive and Nonqualified Stock Option Plan
On March 3, 1993, the Company adopted its Incentive and Nonqualified
Stock Option Plan under which, as subsequently amended and approved by the
stockholders, 1,625,000 shares of Common Stock have been reserved for issuance
to officers, directors, employees and consultants of the Company upon exercise
of options either designated as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986 or upon exercise of
nonstatutory options. The primary purpose of the Stock Option Plan is to attract
and retain capable executives, employees, directors, advisory board members and
other consultants by offering such individuals a greater personal interest in
the Company's business by encouraging stock ownership. The Stock Option Plan is
administered by the Compensation Committee consisting of outside members of the
Board of Directors which determines, among other things, the persons to be
granted options, the number of shares subject to each option and the option
price. The Stock Option Plan terminates on March 3, 2003.
The exercise price of any incentive stock option granted under the
Stock Option Plan to an eligible employee must be equal to the fair market value
of the shares on the date of grant, and with respect to persons owning more than
10% of the outstanding Common Stock, the exercise price may not be less than
110% of the fair market value of the shares underlying such option on the date
of grant. The Compensation Committee will determine the term of each option and
the manner in which it may be exercised provided that no incentive stock option
may be exercisable more than ten years after the date of grant, except for
optionees who own more than 10% of the Company's Common Stock, in which case the
option may not be for more than five years. Further, no director of the Company
or other person who is not an employee of the Company will be eligible to
receive incentive stock options. From the date of grant until three months prior
to the exercise, the optionee must be an employee of the Company in order to
exercise any options, except in the case of disability or death of the employee.
Options are not transferable except upon the death of the optionee. In the event
of disability, options must be exercised within twelve months of termination of
employment as determined by the Compensation Committee. Nonqualified options
will have similar terms except the exercise price therefor may not be less than
85% of the fair market value of the shares underlying such options, and the term
of such nonqualified options may not extend beyond ten years and one week. The
Compensation Committee has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option.
The Company has issued options to purchase an aggregate of 1,343,755
shares of Common Stock of the Company pursuant to the Plan to the following
present or former officers and key employees of the Company (as well as other
employees of the Company) at the weighted average exercise prices described
below as of April 30, 1997:
Name Number of Shares Weighted Average Exercise Price
Philip J. Micciche 200,000 $1.375
Arvind R. Patel 241,569 $1.807
Andrew Wilson 110,719 $1.959
Andrew Intrater 95,625 $1.923
Mitchel Underseth 90,000 $2.25
Karen P. Shrier 84,000 $1.072
Ronald N. Spaight 34,656 $1.389
Bernard Hall 60,269 $1.695
James Intrater 52,250 $1.931
Robert Jaynes 30,000 $2.000
Thomas Landgraf 12,000 $1.375
Under the terms of the grant, the options will vest in various increments over
various periods following the date of grant, except with respect to Messrs.
Patel, Wilson, A. Intrater, Ms. Shrier and Messrs. Spaight, Hall, J. Intrater,
Jaynes, Underseth and Landgraf, as to whom options to purchase 64,888, 24,469,
24,375, 11,400, 2,500, 12,269, 12,500, 75,000, 4,500 and 3,000, respectively,
vested at the date of grant. In the event the optionee voluntarily terminates
his or her employment or should such employment be terminated by the Company,
options that are vested through the date of termination may be exercised for a
period of three months following the date of termination.
Additional Grants of Options
In addition to the options issued pursuant to the Stock Option Plan, on
August 1, 1993, the Company issued nonqualified options to Mr. William Wittmeyer
to purchase 6,375 shares of Common Stock of the Company at an exercise price of
$1.07 per share for services rendered in connection with the acquisition by the
Company of IMCS. The options were immediately vested and expire five years
following the date of vesting.
On May 10, 1994, the Company issued nonqualified options to Materials
Modification, Inc. and Ms. Renee Ford, consultants to the Company, to purchase
3,000 shares and 9,000 shares of Common Stock of the Company, respectively, at
an exercise price of $1.07 per share. The options were immediately vested and
expire ten years following the date of vesting.
On April 1, 1996, the Company issued nonqualified options to John
Larson, a consultant to the Company, to purchase 30,000 shares of the Company's
Common Stock at an exercise price of $1.31 per share. All options are presently
vested and exercisable.
Subsidiary Stock Plans
In November 1995, the Company's newly formed, wholly-owned
subsidiaries, Oryx Power Products Corporation, Oryx Instruments and Materials
Corporation and SurgX Corporation (collectively the "Subsidiaries"), each
adopted stock option plans under which the Board of Directors of each of the
subsidiaries granted options to management to purchase Class B common shares in
the subsidiaries equal to at least their respective fair market values as
determined by each subsidiary's respective Board of Directors. Class B common
shares authorized for issuance in each of the Subsidiaries are identical to the
10,000,000 shares of Class A common shares owned by the Company, except the
Class A common shares possess a liquidation preference. The Board of Directors
authorized 1,500,000 million shares of Class B common shares for each of the
three Subsidiaries to be available for issuance under these stock plans. Such
options are not transferable except in the event of a public offering of the
Subsidiaries' stock, and the underlying shares may be repurchased by the Company
at its option. Grants under each of the plans are for amounts, vesting periods
and option terms established by each subsidiary's Board of Directors.
Subsidiary stock options granted as of April 30, 1997, and which vest
ratably over a four year period, are as follows:
Oryx Instruments and Materials Corporation 1,393,000
Oryx Power Products Corporation 1,381,000
SurgX Corporation 282,000
The sole officer and/or director of the Company to receive options
pursuant to the Subsidiary stock option plans was Andrew Intrater, Secretary and
a director of the Company, who received options to purchase 540,000 shares of
Oryx Instruments and Materials Corporation exercisable at $.45 per share.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of April 30, 1997 (i) by each person
who is known to the Company to be the owner of more than five percent (5%) of
the Company's Common Stock, (ii) by each of the Company's Directors, (iii) by
each of the Company's executive officers, and (iv) by all Directors and
executive officers of the Company as a group. As of April 30, 1997, there were
issued and outstanding 13,124,821 shares of Common Stock of the Company.
<TABLE>
Number of Shares of
Common Stock
<S> <C> <C>
Name and Address Beneficially
or Identity of Group Owned
Arvind Patel (1) 272,069 2.1%
47341 Bayside Parkway
Fremont, CA 94538
Andrew Intrater (2) 268,381 2.0%
47341 Bayside Parkway
Fremont, CA 94538
Mitchel Underseth (3) 4,500 *
47341 Bayside Parkway
Fremont, CA 94538
John Abeles (4) 499,172 3.8%
2365 Northwest 41st Street
Boca Raton, FL 33431
Jay M. Haft (5) 119,600 1.0%
2 Grove Isle Dr., #1208B
Coconut Grove, FL 33122
</TABLE>
Number of Shares
of Common Stock Percent of
Name and Address Beneficially Beneficial
or Identity of Group Owned Ownership
Ted D. Morgan (6) 14,850 *
5213 El Mecado Parkway
Santa Rosa, CA 95403
Windstar Investments N.V. (7) 1,002,667 7.6%
200 East Broward Blvd.,
Suite 1900
Fort Lauderdale, FL 33302
Equitable Life Assurance 1,000,000 7.6%
Society
City Place House
55 Basinghall Street
London EC2V 5DR
VMR High Octane Fund 842,105 6.4%
c/o Meespierson Fund Services
18-20 North Quay
Douglas, Isle of Man 1M991M
All Officers and Directors
as a Group (6 persons) (8) 1,178,572 9.0%
- -----------------
* Represents less than 1%.
(1) Includes 129,069 shares subject to stock options exercisable as of
April 30, 1997 or within 60 days thereafter, and 35,000 shares held as
a custodian for Mr. Patel's minor children. Also includes 16,096 shares
of Common Stock issuable upon conversion of the 1996 Bridge Warrant.
(2) Includes 44,297 shares subject to stock options exercisable as of April
30, 1997 or within 60 days thereafter and 500 shares of Common Stock
issuable upon conversion of Warrants.
(3) Represents shares subject to stock options exercisable as of April 30,
1997 or within 60 days thereafter.
(4) Includes 303,008 shares of Common Stock held by Northlea Partners Ltd.,
a consultant to the Company, of which Dr. Abeles is the General
Partner, and 35,000 shares issuable upon conversion of the Company's
Series A Preferred Stock also held by Northlea Partners. Also includes
9,375 shares of Common Stock issuable upon exercise of certain Bridge
Warrants. Includes 25,000 shares of Common Stock issuable upon
conversion of Warrants, held by Northlea Partners. Also includes 30,000
shares subject to other stock options exercisable as of April 30, 1997
or within 60 days thereafter. Also includes 96,789 shares of Common
Stock issuable upon conversion of the 1996 Bridge Warrant.
(5) Includes 30,000 shares subject to stock options.
(6) Represents shares subject to stock options exercisable as of April 30,
1997 or within 60 days thereafter.
(7) Includes 336,000 shares of Common Stock issuable upon conversion of
Warrants.
(8) Includes an aggregate of 435,476 shares issuable upon exercise of
warrants and stock options and conversion of Preferred Stock, included
pursuant to notes (1)-(6).
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
ten percent (10%) stockholders are required by Commission regulation to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended February 28, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent (10%) beneficial owners were complied with in a timely
manner; provided, however, that Mitchel Underseth did not timely file his
initial report on Form 3.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company was incorporated in Delaware on July 26, 1993, and on
September 29, 1993 executed a Plan and Agreement of Merger with Advanced
Technology, Inc. ("ATI"), a New Jersey corporation and the Company's parent
corporation and predecessor. ATI was organized on April 2, 1976 under the laws
of the State of New Jersey. In connection with this merger, the Company
exchanged with the stockholders of ATI an equal number of shares for the
outstanding shares of capital stock of ATI outstanding at the time of the
merger. The nominal number of shares of the Company outstanding at the time of
the merger were canceled as part of the Plan and Agreement of Merger. In
addition, the Company exchanged 45,000 shares of its Series A Preferred Stock
for the 45,000 shares of Series A Preferred Stock that were outstanding of the
predecessor corporation and which had the same designations and preferences that
had been established for the Series A Preferred Stock of the predecessor
corporation.
In May 1993, ATI issued an aggregate of $375,000 principal amount of
its secured promissory notes at an interest rate equal to the published prime
rate of The Wall Street Journal, but not to exceed 9% per annum, and 45,000
shares of its Series A $25 2% Convertible Cumulative Preferred Stock convertible
into 525,000 shares of Common Stock of the Company. The notes were retired from
the proceeds of the Company's public offering completed in April 1994. Northlea
Partners, of which Dr. John Abeles is the General Partner, acquired $25,000
principal amount of such promissory notes and 3,000 shares of Series A Preferred
Stock.
In May 1995, the Company completed a private placement consisting of
2,536,290 shares of Common Stock pursuant to which the Company received proceeds
of approximately $1,900,000. Northlea Partners, Ltd., acquired for a
consideration of $150,000, 200,000 shares of this private placement. Mr. Nitin
T. Mehta, a former Director of the Company, acquired for himself and through his
retirement account set up by Mehta & Co., Inc., 573,334 shares of Common Stock
for a consideration of $430,000 principal amount. Mrs. Judith A. Schindler, wife
of Bruce L. Schindler, a former Director of the Company, acquired for a
consideration of $50,000, 66,667 common shares of this private placement. Jay M.
Haft, a Director of the Company, acquired 89,600 shares of Common Stock for
$67,200 consideration. Andrew Wilson, the Company's former Chief Financial
Officer, acquired 10,000 shares for $7,500 consideration. Arvind Patel, the
Company's former Chief Executive Officer and a Director, acquired for himself
and his two children a total of 40,000 shares for a consideration of $30,000.
In February 1996, the Company issued warrants to purchase 332,551
shares of Common Stock at a per share price of $1.25 in connection with a bridge
loan made to the Company which was subsequently repaid. Northlea Partners, Ltd.
received warrants to purchase 96,789 shares of Common Stock relating to this
bridge loan. Mr. Nitin Mehta received warrants to purchase 117,049 shares of
Common Stock relating to this bridge loan. Arvind Patel received warrants to
purchase 16,096 shares of Common Stock relating to this bridge loan.
EXECUTIVE COMPENSATION
Cash Compensation
The following table sets forth the total compensation earned by the
Chief Executive Officer and the Company's other executive officers whose total
salary and compensation exceeded $100,000 for services rendered in all
capacities for the year ended February 28, 1997 and for the years ended February
29, 1996 and February 28, 1995.
<TABLE>
<S> <C> <C> <C> <C>
Name and Fiscal Other Annual
Principal Position Year Salary Bonus Compensation
Arvind Patel, 1997 $168,866 $ -- $3,600
President & CEO 1996 $140,996 $ -- $3,600
1995 $128,397 $ -- $ --
Andrew Intrater, 1997 $125,583 $ -- $8,578*
Secretary/Treasurer 1996 $103,063 $ -- $8,578*
1995 $ 93,583 $ -- $8,578*
Andrew Wilson 1997 $ 72,475 $ -- $69,636**
CFO 1996 $108,064 $ -- $ --
1995 $ 97,563 $ -- $ --
</TABLE>
* Other compensation in relation to Mr. Intrater consists of premiums paid on
behalf of Mr. Intrater for term life insurance in the face amount of $1,000,000
which is payable to Mr. Intrater's beneficiary upon his death, less the amount
of the premiums theretofore paid on his behalf which are remitted to the
Company. The table does not include other amounts for personal benefits received
by employees in general. The Company also acquired key man insurance on the life
of Mr. Patel of which it is the beneficiary. The Company believes that the
incremental costs of such benefits to each of the identified executive officers
did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
of such executive officers.
** Other compensation in relation to Mr. Wilson includes payment of four months
separation salary pursuant to a termination agreement and consulting fees
associated with services rendered to the Company's SurgX operations.
The following table sets forth as to the Chief Executive Officer and
each of the executive officers named under the Summary Compensation Table,
certain information with respect to grants of options to purchase shares of
Common Stock of the Company as of and for the year ended February 28, 1997.
<TABLE>
OPTION/SAR GRANTS
Year Ended February 28, 1997
Number of
Securities % of Total
Underlying Options/SARs Exercise
Option/SARs Granted to or Base
Granted Employees in Price ($Exp.
Number (#) 1997 per share) Date
----------------- ------------------ ---------- ----
<S> <C> <C> <C> <C>
Arvind Patel* 200,000 34% $1.97 4/1/01
Andrew Wilson* 90,000 15% $1.31 4/1/01
Andrew Intrater 90,000 15% $1.97 4/1/01
Mitchel Underseth 90,000 15% $2.25 11/26/01
</TABLE>
* Neither Mr. Patel nor Mr. Wilson are presently employed by the Company.
>
Employment Agreements
On April 25, 1997, the Company reached agreement with Philip Micciche
regarding his employment as President and Chief Executive Officer of the
Company. The agreement provides for annual compensation of $150,000.
The Company entered into an employment agreement with Arvind Patel on
April 15, 1993, providing for annual compensation of $137,000 during the term of
the agreement. The agreement was terminated on April 25, 1997. On June 6, 1997,
Mr. Patel entered into a separation agreement with the Company. Under the terms
of the separation agreement Mr. Patel will receive twelve months severance
payments payable through April 24, 1998 equivalent to his monthly salary as of
April 24, 1997. In 1993, Mr. Patel also entered into a non-competition agreement
with the Company which precludes him from soliciting customers and employees of
the Company for a period of twelve months following termination of his
employment, and also requires Mr. Patel to maintain the confidentiality of
information and proprietary data relating to the Company and its activities.
The Company has also entered into an employment agreement dated May 3,
1993 with Mr. Andrew Intrater, terminable immediately by either party, providing
for annual compensation of $100,000 with periodic increases during the term of
the agreement. In the event Mr. Intrater is terminated without cause by the
Company, he will receive his then annual compensation for six months. Mr.
Intrater has also entered into a non-competition agreement with the Company
which precludes his engagement in competitive activities during the term of his
employment, precludes him from soliciting customers and employees of the Company
for a period of twelve months following termination of his employment, and also
requires Mr. Intrater to maintain the confidentiality of information and
proprietary data relating to the Company and its activities.
The Company has also entered into an employment agreement dated
November 1, 1996 with Mr. Mitchel Underseth, terminable immediately by either
party and providing for annual compensation of $120,000 during the term of the
agreement. Mr. Underseth also received a one-time signing bonus of $25,000. In
the event Mr. Underseth is terminated without cause by the Company, he will
receive his then current monthly salary for a period of six months following the
date of his termination.
During its 1997 fiscal year, the Company established a bonus incentive
program for its executive management personnel pursuant to which executives will
have the opportunity to earn as a bonus up to 35% of their base salary based
upon a combination of individual performance and profitability of the Company or
product line. There were no bonuses paid pursuant to this program.
The Company currently offers basic health and major medical insurance
to its employees. The Company has adopted a non-contributory 401(k) Plan for its
employees who wish to participate on a voluntary basis, but no retirement,
pension or similar program has been adopted by the Company.
OTHER MATTERS
Expenses of Solicitation
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, and the entire cost of such solicitation will be borne
by the Company. In addition to the use of the mails, proxies may be solicited by
directors, officers and employees of the Company, by personal interview,
telephone and facsimile. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material and annual reports to the beneficial owners of stock held of record by
such persons, and the Company will reimburse them for reasonable out-of-pocket
and clerical expenses incurred by them in connection therewith.
Financial and Other Information
All financial information is incorporated by reference to the
information contained in the Financial Statements included in the Company's
Annual Report to security holders. COPIES OF THE COMPANY'S COMPLETE ANNUAL
REPORT AND FORM 10-KSB ARE AVAILABLE WITHOUT CHARGE UPON REQUEST MADE TO THE
COMPANY'S CORPORATE OFFICES.
Stockholder Proposals
Proposals of stockholders that are intended to be presented at the
Company's 1998 Annual Meeting of Stockholders must be received by the Company no
later than April 15, 1998, in order to be included in the proxy statement and
proxy relating to the 1998 Annual Meeting.
Discretionary Authority
The Annual Meeting is called for the specific purposes set forth in the
Notice of Annual Meeting as discussed above, and also for the purpose of
transacting such other business as may properly come before the Annual Meeting.
At the date of this Proxy Statement the only matters which management intends to
present, or is informed or expects that others will present for action at the
Annual Meeting, are those matters specifically referred to in such Notice. As to
any matters which may come before the Annual Meeting other than those specified
above, the proxy holder will be entitled to exercise discretionary authority.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Andrew Intrater ________________________
Andrew Intrater, Secretary
Dated: September 15, 1997
Fremont, California
<PAGE>
ORYX TECHNOLOGY CORP.
47341 Bayside Parkway
Fremont, CA 94538
PROXY
The undersigned hereby constitutes and appoints Philip J. Micciche as Proxy,
with the power to appoint his substitute, and hereby authorizes him to represent
and to vote as designated below, all shares of common stock of the Company held
of record by the undersigned on September 1, 1997, at the Annual Meeting of
Stockholders to be held on October 14, 1997, or any adjournment thereof.
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the for all such nominees listed
contrary) below
Philip J. Micciche
Andrew Intrater
John H. Abeles
Jay M. Haft
Doug McBurnie
Ted D. Morgan
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE PLEASE
DRAW A LINE THROUGH THAT NOMINEE'S NAME)
2. To ratify the appointment of Price Waterhouse LLP as auditors of the
Company's financial statements for the fiscal year ending February 28,
1998;
FOR AGAINST ABSTAIN
3. To approve an increase from 1,625,000 to 2,625,000 in the number of
shares which may be granted under the Company's 1993 Incentive and
Nonqualified Stock Option Plan;
FOR AGAINST ABSTAIN
4. In his discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
This Proxy is solicited on behalf of the Board of Directors of ORYX TECHNOLOGY
CORP. 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 the nominees listed in Proposal 1 and FOR Proposals 2 and 3.
The undersigned stockholder hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement and hereby revokes any proxy or proxies heretofore
given. This proxy may be revoked at any time prior to the Annual Meeting. If you
received more than one proxy card, please date, sign and return all cards in the
accompanying envelope.
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 the corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
-----------------------------
Signature
-----------------------------
Signature If Held Jointly
-----------------------------
(Please Print Name)
-----------------------------
Number of Shares Subject to Proxy
Dated: _______________, 1997
