<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
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 Section 240.14a-11(c) or Section
240.14a-12
Oryx Technology Corp.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Oryx Technology Corp.
- -------------------------------------------------------------------------------
(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)(1)
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:
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(4) Date Filed:
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<PAGE>
ORYX TECHNOLOGY CORP.
1100 Auburn Street
Fremont, California 94538
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Oryx
Technology Corp., a Delaware corporation (the "Company"), will be held at 1100
Auburn Street, Fremont, California 94538 at 10:00 a.m. on Friday, January 15,
1999, for the following purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to effect a stock combination (reverse stock split) pursuant to
which every five (5) shares of the Company's outstanding common stock would
be exchanged for one (1) new share of common stock; and
2. To transact such other business as may properly come before the Special
Meeting or any adjournments thereof.
The close of business on November 20, 1998 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote
at the Special Meeting.
All stockholders are cordially invited to attend the Special Meeting in
person. To assure your representation at the Special 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 Special Meeting may vote in person even if such
stockholder has returned a proxy.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL 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 SPECIAL
MEETING AND, IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE YOUR SHARES IN
PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Andrew Intrater
----------------------------------
Andrew Intrater, Secretary
Dated: December __, 1998
<PAGE>
ORYX TECHNOLOGY CORP.
1100 Auburn Street
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 a Special Meeting of Stockholders to be held on January 15, 1999,
or at any adjournments thereof (the "Special 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
December __, 1998.
At the close of business on November 20, 1998, the record date fixed by
the Board of Directors of the Company for determining those stockholders
entitled to vote at the Special Meeting (the "Record Date"), the outstanding
shares of the Company entitled to vote consisted of 13,327,321 shares of
Common Stock and 4,500 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 Special 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 Special 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 Special
Meeting is necessary to constitute a quorum. If less than a majority of
outstanding shares entitled to vote are represented at the Special Meeting, a
majority of the shares so represented may adjourn the Special 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. A majority of the Company's outstanding
shares is required to adopt the proposal 1 described in this proxy statement.
Abstentions and "broker non-votes" are counted as shares eligible to
vote at the Special 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.
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<PAGE>
A form of proxy is enclosed for use at the Special Meeting. When such
proxy is properly executed and returned, the shares it represents will be
voted at the Special 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 in favor of all proposals stated in the Notice of
Special Meeting and described in this Proxy Statement.
PROPOSAL 1:
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Company was notified by The Nasdaq Stock Market, Inc. ("Nasdaq") in
August 1998 that its Common Stock would be delisted from The Nasdaq SmallCap
Market ("Nasdaq/SmallCap") if the share price of the Company's Common Stock
continued to be below $1.00. See "PURPOSES OF THE REVERSE SPLIT" below. In
late October, 1998, the Company's Board of Directors was contacted by a
number of stockholders concerning the Company's retaining its listing on
Nasdaq/SmallCap. The purpose of such stockholder's communication was to
encourage the Board of Directors to take all reasonable steps to maintain
such listing rather than have the Company's Common Stock be traded on the so
called "pinksheets."
The Board of Directors has considered and approved a five for one
reverse stock split as a means of increasing the share price of the Common
Stock above $1.00. Certain members of the Board of Directors have expressed
reservations about implementing the reverse stock split proposed herein
because of the mixed history such actions have had on companies in similar
circumstances. Post reverse split, a company's stock price may decline which
would reduce substantially the overall market capitalization of a Company, as
opposed to a similar price decline prior to such reverse stock split.
Nonetheless, the Board of Directors believes that a reverse stock split, if
the Board, upon approval by the stockholders, chooses to implement such an
action, would be in the best interests of the Company and its stockholders if
the Company's Nasdaq/SmallCap listing could not otherwise be maintained.
The Board of Directors, recognizing that amending the Company's Restated
Certificate of Incorporation to provide for a reverse stock split requires
the approval of the Company's stockholders and that some stockholders may
have a different view of the necessity for maintaining the Nasdaq/SmallCap
listing, in November 1998 adopted resolutions, subject to approval by the
Company's stockholders, to amend the Company's Restated Certificate of
Incorporation (the "Amendment") to: (i) effect a five for one stock
combination (reverse stock split) of the Company's outstanding shares of
Common Stock (the "Reverse Split"), and (ii) provide for rounding up
fractional shares to the nearest whole share. The Reverse Split will NOT
change the number of the Company's authorized shares of Common Stock or
Preferred Stock or the par value of Common Stock or Preferred Stock.
3
<PAGE>
If the Reverse Split is approved, the Company's Board of Directors will
have authority, without further stockholder approval, to effect the Reverse
Split pursuant to which each five (5) of the Company's outstanding shares
(the "Old Shares") of Common Stock owned by a stockholder would be exchanged
for one (1) new share (the "New Shares"). The number of Old Shares for which
each New Share is to be exchanged is referred to as the "Exchange Number."
The Reverse Split will be effected simultaneously for all Common Stock and
the Exchange Number will be the same for all Common Stock. Upon
effectiveness of the Reverse Split, each option or warrant right for Common
Stock would entitle the holder to acquire a number of shares equal to the
number of shares which the holder was entitled to acquire prior to the
Reverse Split divided by the Exchange Number at the exercise price in effect
immediately prior to the Reverse Split multiplied by the Exchange Number.
The Company's Board of Directors will have the authority to determine
the exact timing of the effective date of the Reverse Split, without further
stockholder approval. Such timing will be determined in the judgment of the
Board of Directors, with the intention of maximizing the Company's ability to
remain in compliance with the continued listing maintenance requirements of
Nasdaq and other intended benefits of the Reverse Split to stockholders and
the Company. See "Purpose of the Reverse Split," below.
The Board of Directors also reserves the right, notwithstanding
stockholder approval and without further action by stockholders, not to
proceed with the Reverse Split, if, at any time prior to filing the Amendment
with the Secretary of State of the State of Delaware, the Board of Directors,
in its sole discretion, determines that the Reverse Split is no longer in the
best interests of the Company and its stockholders. The Board of Directors
may consider a variety of factors in determining whether or not to implement
the Reverse Split including, but not limited to, overall trends in the stock
market, recent changes and anticipated trends in the per share market price
of the Company's Common Stock, business and transactional developments, and
the Company's actual and projected financial performance. The Board believes
that the market price of the Company's Common Stock does not accurately
reflect the prospects for the Company based upon recent developments in its
Surgx business. The Board further believes that for the reasons explained
below, it is important, if possible, for the Company to retain its listing on
Nasdaq SmallCap.
The Reverse Split will not change the proportionate equity interests of
the Company's stockholders, nor will the respective voting rights and other
rights of stockholders be altered, except for possible immaterial changes due
the rounding up of fractional shares to the nearest whole share as described
above. The Common Stock issued pursuant to the Reverse Split will remain
fully paid and non-assessable. The Company will continue to be subject to the
periodic reporting requirements of the Securities Exchange Act of 1934.
PURPOSES OF THE REVERSE SPLIT
The Company's Common Stock is quoted on Nasdaq SmallCap and, in order
for the Common Stock to continue to be quoted thereon, the Company and its
Common Stock are required to continue to comply with various listing
maintenance standards established by Nasdaq. Among other things, as such
requirements pertain to the Company, the Company is
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<PAGE>
required to have net tangible assets (total assets, excluding goodwill, minus
total liabilities) of at least $2 million or a market capitalization of at
least $35 million or net income (in latest fiscal year or two of the three
last fiscal years) of at least $500,000 and its Common Stock must have an
aggregate market value of shares held by persons other than officers and
directors ("public float") of at least $1,000,000, at least 300 persons who
own at least 100 shares, AND a minimum bid price of at least $1.00 per share.
Under Nasdaq's listing maintenance standards, if the closing bid price
of the Common Stock is under $1.00 per share for thirty consecutive trading
days and does not thereafter regain compliance for a minimum of ten
consecutive trading days during the ninety calendar days following
notification by Nasdaq, Nasdaq may de-list the Common Stock from trading on
the Nasdaq/SmallCap. If a de-listing were to occur, the Common Stock would
trade on the OTC Bulletin Board or in the "pink sheets" maintained by the
National Quotation Bureau, Inc. Such alternatives are generally considered to
be less efficient markets. On August 26, 1998, the Company received a letter
from Nasdaq advising it that the Company's Common Stock had not met Nasdaq's
minimum bid price closing requirement for thirty consecutive trading days and
that, if the Company were unable to demonstrate compliance with this
requirement during the ninety calendar days ending November 26, 1998, its
Common Stock will be de-listed with the close of business on November 26,
1998. The Company has applied to Nasdaq for a hearing and the de-listing
will be stayed during the hearing period. The Company understands that it is
Nasdaq's position that an ability to demonstrate sustained compliance is also
required to achieve compliance with this requirement.
The principal purpose of the Reverse Split Proposal is to increase the
market price of the Company's Common Stock above the Nasdaq minimum bid
requirement (which does not adjust for the Reverse Split).
Furthermore, the Company believes that maintaining the Company's
Nasdaq/SmallCap listing may provide the Company with a broader market for its
Common Stock and facilitate the use of the Common Stock in acquisitions and
financing transactions in which the Company may engage. However, there can be no
assurance that, even after effectuating the Reverse Split, the Company will
continue to meet the minimum bid price and otherwise meet the requirements of
Nasdaq for continued inclusion for trading on Nasdaq/SmallCap. The history of
similar stock split combinations for companies in like circumstances is varied.
Frequently, after a reverse stock split, the adjusted price of a company's
shares drift down to the price prior to the reverse split being taken, a
consequence which could occur if the Company implements a reverse stock split.
The Company will take reasonable steps to counter such a trend, but there can be
no assurance that the steps to be taken, such as obtaining greater analyst
coverage for the Company among the brokerage community, will be successful.
CERTAIN EFFECTS OF THE REVERSE SPLIT
The following tables illustrate the principal effects of the Reverse Split
on the Company's Common Stock:
5
<PAGE>
<TABLE>
<CAPTION>
Prior to After
Reverse Stock Reverse Stock
Split Split
- ----------------------------------------------------------------------------------
<S> <C> <C>
Number of Shares
Common Stock, $.001 par value:
Authorized.............................. 25,000,000 25,000,000
Outstanding (1)......................... 13,327,321 2,665,464
Available for Future Issuance (2)....... 11,672,679 22,334,536
Financial Data: (3)
Stockholders' Equity:
Preferred Stock......................... 107,000 107,000
Common Stock............................ $ 13,000 $ 3,000
Additional Paid-in Capital.............. 19,904,000 19,914,000
Accumulated Deficit..................... (17,676,000) (17,676,000)
Total Stockholders' Equity................ $ 2,348,000 $ 2,348,000
------------ ------------
------------ ------------
Net (Loss) per share:
Six months ended August 31, 1998........ $ (0.01) $ (0.06)
Year ended February 28, 1998............ $ (0.54) $ (2.72)
Book Value Per Common Share.(4)........... $ 0.17 $ 0.84
</TABLE>
(1) Gives effect to the Reverse Split as if it occurred on the Record Date,
subject to further adjustment.
(2) Upon effectiveness of the Reverse Split, the number of authorized shares of
Common Stock that are not issued or outstanding would increase, as reflected in
this table. Although this increase could, under certain circumstances, have an
anti-takeover effect (for example, by permitting issuances which would dilute
the stock ownership of a person seeking to effect a change in the composition of
the Board of Directors or contemplating a tender offer or other transaction for
the combination of the Company with another company), the Reverse Split Proposal
is not being proposed in response to any effort of which the Company is aware to
accumulate the Company's shares of Common Stock or obtain control of the
Company, nor is it part of a plan by management to recommend a series of similar
amendments to the Board of Directors and stockholders. Other than the Reverse
Split Proposal, the Board does not currently contemplate recommending the
adoption of any other amendments to the Company's Certificate of Incorporation
that could be construed to affect the ability of third parties to take over or
change control of the Company.
6
<PAGE>
(3) Balance sheet data gives effect to the Reverse Split as if it occurred on
August 31, 1998, subject to further adjustment.
(4) Assumes the exclusion of 4,500 shares of preferred stock with a liquidation
value of $25 per share for a total of $113,000.
Stockholders should recognize that if the Reverse Split is effectuated
they will own a fewer number of shares than they presently own (a number
equal to the number of shares owned immediately prior to the filing of the
Amendment divided by the Exchange Number). While the Company expects that the
Reverse Split will result in an increase in the market price of the Common
Stock, there can be no assurance that the Reverse Split will increase the
market price of the Common Stock by a multiple equal to the Exchange Number
or result in the permanent increase in the market price (which is dependent
upon many factors, including the Company's performance and prospects). Also,
should the market price of the Company's Common Stock decline, the percentage
decline as an absolute number and as a percentage of the Company's overall
market capitalization may be greater than would pertain in the absence of a
Reverse Split. Furthermore, the possibility exists that liquidity in the
market price of the Common Stock could be adversely affected by the reduced
number of shares that would be outstanding after the Reverse Split. In
addition, the Reverse Split will increase the number of stockholders of the
Company who own odd lots (less than 100 shares). Stockholders who hold odd
lots typically will experience an increase in the cost of selling their
shares, as well as possible greater difficulty in effecting such sales.
Consequently, there can be no assurance that the Reverse Split will achieve
the desired results that have been outlined above.
PROCEDURE FOR EFFECTING REVERSE SPLIT AND EXCHANGE OF STOCK CERTIFICATES
If the Amendment is approved by the Company's stockholders, and if the
Board of Directors still believes that the Reverse Split is in the best
interests of the Company and its stockholders, the Company will file the
Amendment with the Secretary of State of the State of Delaware at such time
as the Board has determined the appropriate effective time for such split.
The Reverse Split will become effective on the date of filing the Amendment
(the "Effective Date"). Beginning on the Effective Date, each certificate
representing Old Shares will be deemed for all corporate purposes to evidence
ownership of New Shares.
As soon as practicable after the Effective Date, stockholders will be
notified that the Reverse Split has been effected. The Company's transfer
agent will act as exchange agent (the "Exchange Agent") for purposes of
implementing the exchange of stock certificates. Holders of Old Shares will
be asked to surrender to the Exchange Agent certificates representing Old
Shares in exchange for certificates representing New Shares in accordance
with the procedures to be set forth in a letter of transmittal to be sent by
the Company. No new certificates will be issued to a stockholder until such
stockholder has surrendered such stockholder's outstanding certificate(s)
together with the properly completed and executed letter of transmittal to
the Exchange Agent. Stockholders should not destroy any stock certificate and
should not submit any certificates until requested to do so.
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<PAGE>
FRACTIONAL SHARES
No scrip or fractional certificates will be issued in connection with
the Reverse Split. Stockholders who otherwise would be entitled to receive
fractional shares because they hold a number of Old Shares not evenly
divisible by the Exchange Number, will be entitled, upon surrender to the
Exchange Agent of certificates representing such shares, to receive one whole
share of Common Stock in lieu of a fractional share.
NO DISSENTER'S RIGHTS
Under Delaware law, stockholders are not entitled to dissenter's rights
with respect to the proposed Amendment.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of certain material federal income tax
consequences of the Reverse Split, and does not purport to be complete. It
does not discuss any state, local, foreign or minimum income or other U.S.
federal tax consequences. Also, it does not address the tax consequences to
holders that are subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies,
foreign entities, nonresident alien individuals, broker-dealers and
tax-exempt entities. The discussion is based on the provisions of the United
States federal income tax law as of the date hereof, which is subject to
change retroactively as well as prospectively. This summary also assumes that
the Old Shares were, and the New Shares will be, held as a "capital asset,"
as defined in the Internal Revenue Code of 1986, as amended (generally,
property held for investment). The tax treatment of a stockholder may vary
depending upon the particular facts and circumstances of such stockholder.
EACH STOCKHOLDER SHOULD CONSULT WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR WITH
RESPECT TO THE CONSEQUENCES OF THE REVERSE SPLIT.
No gain or loss should be recognized by a stockholder of the Company
upon such stockholder's exchange of Old Shares for New Shares pursuant to the
Reverse Split. The aggregate tax basis of the New Shares received in the
Reverse Split (including any fraction of a New Share deemed to have been
received) will be the same as the stockholder's aggregate tax basis in the
Old Shares exchanged therefor. The stockholder's holding period for the New
Shares will include the period during which the stockholder held the Old
Shares surrendered in the Reverse Split.
VOTE REQUIRED AND RECOMMENDATION
The Board of Directors of the Company unanimously recommends a vote
"FOR" the Reverse Split Proposal. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF ALL OUTSTANDING SHARES OF COMMON STOCK AND PREFERRED STOCK
ENTITLED TO VOTE ON THIS PROPOSAL, WILL BE REQUIRED FOR APPROVAL OF THE
AMENDMENT.
2. OTHER BUSINESS
The Board knows of no other business to be brought before the Special
Meeting. If, however, any other business should properly come before the
Special Meeting, the person named in the accompanying proxy will vote proxies
as in his discretion he may deem appropriate, unless he is directed by a
proxy to do otherwise.
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<PAGE>
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 October 31, 1998 (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 October 31, 1998,
there were issued and outstanding 13,327,321 shares of Common Stock of the
Company.
<TABLE>
<CAPTION>
Number of
Shares of
Common Stock Percent of
Name and Address Beneficially Beneficial
or Identity of Group Owned Ownership
- -------------------- ------------ ----------
<S> <C> <C>
Philip J. Micciche (1) 146,667 1.1%
1100 Auburn Street
Fremont, CA 94538
Mitchel Underseth (2) 117,500 *
1100 Auburn Street
Fremont, CA 94538
Andrew Intrater (3) 380,116 2.9%
1100 Auburn Street
Fremont, CA 94538
Dr. John Abeles (4) 549,672 4.1%
2365 Northwest 41st Street
Boca Raton, FL 33431
Jay M. Haft (5) 154,300 1.2%
2 Grove Isle Dr., #1208B
Coconut Grove, FL 33122
Richard Hubbard (6) 15,000 *
130, The Minories
London EC3N1NT
United Kingdom
Doug McBurnie (7) 15,000 *
1109 McKay Drive, MS24
San Jose, CA 95131
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares of
Common Stock Percent of
Name and Address Beneficially Beneficial
or Identity of Group Owned Ownership
- -------------------- ------------ ----------
<S> <C> <C>
Ted D. Morgan (8) 29,700 *
1304 S. Point Blvd., Ste. 220
Petaluma, CA 94954
Windstar Investments N.V. (9) 1,163,947 8.7%
200 East Broward Blvd.,
Suite 1900
Fort Lauderdale, FL 33302
AIB Govett Asset Mgmt. Ltd. 930,000 7.0%
Shackleton House
4 Battle Bridge Lande
London, England S31 2HR
VMR High Octane Fund 842,105 6.3%
c/o Meespierson Fund Services
18-20 North Quay
Douglas, Isle of Man 1M991M
Arvind Patel (10) 484,569 3.6%
425 Alvardo Street
San Francisco, CA 94114
All Officers and Directors
as a Group (8 persons) (11) 1,892,504 14.2%
</TABLE>
_________________
* Represents less than 1%.
(1) Represents shares subject to stock options exercisable as of October 31,
1998 or within 60 days thereafter.
(2) Represents shares subject to stock options exercisable as of October 31,
1998 or within 60 days thereafter.
(3) Includes 142,813 shares subject to stock options exercisable as of
October 31, 1998 or within 60 days thereafter, 500 shares of Common
Stock issuable upon conversion of Warrants.
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<PAGE>
(4) Includes 313,008 shares of Common Stock held by Northlea Partners Ltd. 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 described below. Includes 37,000
shares of Common Stock issuable upon conversion of Warrants, held by
Northlea Partners. Also includes 58,500 shares subject to stock options
exercisable as of October 31, 1998 or within 60 days thereafter. Also
includes 96,789 shares of Common Stock issuable upon exercise of Bridge
Warrants.
(5) Includes 58,500 shares subject to stock options exercisable as of October
31, 1998 or within 60 days thereafter. Also includes 22,000 shares of
Common Stock issuable upon conversion of Warrants.
(6) Represents shares subject to stock options exercisable as of October 31,
1998 or within 60 days thereafter.
(7) Represents shares subject to stock options exercisable as of October 31,
1998 or within 60 days thereafter.
(8) Represents shares subject to stock options exercisable as of October 31,
1998 or within 60 days thereafter.
(9) Includes 497,280 shares of Common Stock issuable upon conversion of
Warrants.
(10) Represents 341,569 shares subject to stock options exercisable as of
October 31, 1998 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 Bridge Warrants.
(11) Includes an aggregate of 1,141,509 shares issuable upon exercise of
warrants and stock options and conversion of Preferred Stock.
11
<PAGE>
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 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
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 1999 Annual Meeting of Stockholders must be received by the Company
no later than May 16, 1999, in order to be included in the proxy statement
and proxy relating to the 1999 Annual Meeting.
DISCRETIONARY AUTHORITY
The Special Meeting is called for the specific purposes set forth in the
Notice of Special Meeting as discussed above, and also for the purpose of
transacting such other business as may properly come before the Special
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 Special Meeting, are those matters specifically
referred to in such Notice. As to any matters which may come before the
Special 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: December __, 1998
Fremont, California
12
<PAGE>
APPENDIX A
ORYX TECHNOLOGY CORP.
1100 AUBURN STREET
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 November 20, 1998, at the
Special Meeting of Stockholders to be held on January 15, 1999, or any
adjournment thereof.
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to effect a stock combination (reverse stock split) pursuant to
which every five (5) shares of the Company's outstanding common stock would
be exchanged for one (1) new share of common stock.
/ / For / / Against / / Abstain
2. 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 PROPOSAL 1.
The undersigned stockholder hereby acknowledges receipt of the Notice of
Special Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given. This proxy may be revoked at any time prior to the Special
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: _______________, 199__
13
