<PAGE>
U.S. 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
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or Paragraph
Section240.14a-12
SOLIGEN TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
SOLIGEN TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(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)(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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324
March 20, 1998
DEAR SHAREHOLDER,
A Special Meeting of Shareholders will be held on Monday, April 20, 1998, at
10:00 a.m. Pacific Time at the Company's corporate headquarters, located at the
following address:
Soligen Technologies, Inc.
19408 Londelius Street
Northridge, CA 91324
Enclosed are a Notice of Meeting, the Proxy Statement, and the proxy card.
Whether or not you plan to attend this Special Meeting, it is important that
your shares are represented. Therefore, I urge you to please sign and return the
enclosed proxy card promptly. Your shares will be voted at the meeting in
accordance with your proxy.
If you have shares in more than one name, or if your stock is registered in
more than one way, you may receive multiple copies of the proxy materials. If
so, please sign and return each proxy card you receive so that all of your
shares may be voted. Thank you very much.
Sincerely,
SOLIGEN TECHNOLOGIES, INC.
Yehoram Uziel
PRESIDENT, CEO AND CHAIRMAN OF THE
BOARD
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1998
------------------------
To all Shareholders of
SOLIGEN TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders of SOLIGEN
TECHNOLOGIES, INC. (the "Company") will be held on Monday, April 20, 1998 at
10:00 a.m. Pacific Time at the corporate headquarters of the Company, located at
19408 Londelius Street, Northridge, California 91324 U.S.A. The purposes of this
Special Meeting will be:
1. To approve an amendment to Article 9 of the Company's Articles of
Continuance, as set forth in the Proxy Statement that accompanies this
Notice, increasing the number of authorized shares from 50,000,000 shares
of common stock to 90,000,000 shares of common stock and 10,000,000
shares of preferred stock, and authorizing the Board of Directors to
determine the relative rights and preferences of the preferred stock and
to provide for the issuance of preferred stock in one or more series with
relative rights and preferences as the Board of Directors shall
determine.
The Board of Directors has fixed the close of business on March 20, 1998, as
the record date for determining the shareholders of the Company entitled to
notice of, and to vote at, this Special Meeting or any adjournment thereof. Only
shareholders of record of the Company's common stock at the close of business on
the record date will be entitled to notice of, and to vote at, this Special
Meeting or any adjournment thereof.
All shareholders are cordially invited to attend this Special Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS ON
THE PROXY CARD. YOU MAY REVOKE THE PROXY ANY TIME PRIOR TO ITS USE. A
pre-addressed, postage-paid envelope is enclosed for your convenience. Your
shares will be voted at the meeting in accordance with your proxy. If you attend
the meeting, you may revoke your proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
Yehoram Uziel
PRESIDENT, CEO, DIRECTOR AND CHAIRMAN
OF THE BOARD
March 20, 1998
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324
------------------------
PROXY STATEMENT
----------------
GENERAL INFORMATION
This Proxy Statement and the accompanying Notice of Special Meeting and
proxy/voting instruction card (proxy card) are being furnished to the
shareholders of Soligen Technologies, Inc. (the "Company"), a Wyoming
corporation, in connection with the solicitation of proxies by the Company's
Board of Directors for use at the Company's Special Meeting of Shareholders to
be held at the Company's corporate headquarters, located at the address noted
above on Monday, April 20, 1998 at 10:00 a.m. Pacific Time, and any adjournment
thereof (the "Meeting").
Only shareholders of record at the close of business on March 20, 1998 will
be entitled to notice of and to vote at the Meeting. This Proxy Statement and
the accompanying materials are being mailed on or about March 23, 1998 to all
shareholders entitled to notice of and to vote at the Meeting.
In accordance with the Company's Bylaws, the stock transfer records were
compiled at the close of business on March 20, 1998. At that time, the Company
had 32,682,338 shares of Common Stock outstanding and entitled to vote. The
Company's Common Stock constitutes the only class of securities entitled of and
to vote at the Meeting.
The two persons named as proxies on the enclosed proxy card, Yehoram Uziel
and Robert Kassel were designated by the Board of Directors of the Company.
Where the shareholders specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR approval of
the proposed amendment to Article 9 of the Company's Articles of Continuance.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use, either by written notice filed with the
Secretary or the acting secretary of the Meeting or by oral notice given by the
shareholder to the presiding officer during the Meeting. Any shareholder who has
executed a proxy but is present at the Meeting, and who wishes to vote in
person, may do so be revoking his or her proxy as described in the preceding
sentence. Shares represented by valid proxies in the form enclosed, received in
time for use at the Meeting and not revoked at or prior to the Meeting, will be
voted at the Meeting. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of the Company's Common Stock is necessary to
constitute a quorum at the Meeting.
The affirmative vote of the holders of at least a majority of the shares of
the Company's Common Stock entitled to vote is required to authorize the
proposed amendment to the Articles of Continuance.
Each share of Common Stock outstanding on the record date is entitled to one
vote at the Meeting. Shares registered in the name of brokers and other "street
name" nominees will be considered to be voted only as to those matters actually
voted, and will not be considered "shares present" as to matters with respect to
which a beneficial holder has not provided voting instructions (commonly
referred to as "broker non-votes"). Abstention from voting and broker non-votes
will have the same effect as voting against the proposed amendment to the
Articles of Continuance.
1
<PAGE>
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company.
Solicitation of proxies by mail may be supplemented by telephone, telegraph, or
personal solicitation by the directors, officers or employees of the Company,
who will not be compensated for any such solicitation. Brokers, nominees and
fiduciaries will be reimbursed for out-of-pocket expenses incurred in obtaining
proxies or authorizations from the beneficial owners of the Company's Common
Stock.
PROPOSAL TO AMEND THE ARTICLES OF CONTINUANCE
DESCRIPTION OF PROPOSED AMENDMENT
The Company's Board of Directors, at a meeting held on February 26, 1998,
unanimously adopted resolutions approving and recommending to the Stockholders
for their adoption an amendment to the Articles of Continuance ("Articles") of
the Company. This Amendment provides that Article 9 of the Articles be amended
in order to increase the number of authorized shares from 50,000,000 shares of
common stock, no par value, to 90,000,000 shares of authorized common stock, no
par value ("Common Shares") and 10,000,000 shares of preferred stock, no par
value ("Preferred Shares"). The proposed amendment further authorizes and
empowers the Board of Directors to determine the relative rights and preferences
of the Preferred Shares and to provide for the issuance of the Preferred Shares
in one or more series with such relative rights and preferences as the Board of
Directors shall determine.
Specifically, Article 9 of the Articles, which now reads as follows:
9. THE AGGREGATE NUMBER OF SHARES OR OTHER OWNERSHIP UNITS WHICH [THE
COMPANY] HAS THE AUTHORITY TO ISSUE, ITEMIZED BY CLASSES, PAR VALUE OF
SHARES, SHARES WITHOUT PAR VALUE AND SERIES, IF ANY, WITHIN A CLASS IS:
<TABLE>
<CAPTION>
NUMBER OF SHARES CLASS SERIES PAR VALUE PER SHARE
<S> <C> <C> <C>
50,000,000 COMMON NONE 0
</TABLE>
would be amended and restated to read:
9. (a) THE AGGREGATE NUMBER OF SHARES OR OTHER OWNERSHIP UNITS WHICH THE
CORPORATION HAS THE AUTHORITY TO ISSUE, ITEMIZED BY CLASSES, PAR VALUE OF
SHARES, SHARES WITHOUT PAR VALUE AND SERIES, IF ANY, WITHIN A CLASS IS:
<TABLE>
<CAPTION>
NUMBER OF SHARES CLASS PAR VALUE PER SHARE
<C> <C> <S>
90,000,000 COMMON $0 ("COMMON SHARES")
10,000,000 PREFERRED $0 ("PREFERRED SHARES")
</TABLE>
THE PREFERRED SHARES MAY BE ISSUED FROM TIME TO TIME IN ONE OR MORE
SERIES. THE BOARD OF DIRECTORS OF THE CORPORATION IS HEREBY AUTHORIZED TO
ISSUE THE PREFERRED SHARES IN ONE OR MORE SERIES IF IT SO DETERMINES, AND
TO GIVE ANY SUCH SERIES OF PREFERRED SHARES A DISTINGUISHING DESIGNATION.
THE BOARD OF DIRECTORS IS FURTHER HEREBY AUTHORIZED TO DETERMINE, IN
WHOLE OR IN PART, THE PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF
(a) THE PREFERRED SHARES BEFORE THE ISSUANCE OF ANY PREFERRED SHARES, AND
(b) ONE OR MORE SERIES OF PREFERRED SHARES BEFORE THE ISSUANCE OF SHARES
OF ANY SUCH SERIES. ALL PREFERRED SHARES SHALL HAVE PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS IDENTICAL WITH THOSE OF ALL OTHER
PREFERRED SHARES, PROVIDED THAT IF THE PREFERRED SHARES ARE ISSUED IN ONE
OR MORE SERIES, ALL SHARES OF A SERIES SHALL HAVE PREFERENCES,
LIMITATIONS, AND RELATIVE RIGHTS IDENTICAL WITH THOSE OF OTHER SHARES OF
THE SAME SERIES AND,
2
<PAGE>
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE DESCRIPTION OF THE SERIES,
WITH THOSE OF OTHER SERIES OF THE SAME CLASS. ALL ACTIONS BY THE BOARD OF
DIRECTORS OF THE CORPORATION IN SUCH REGARDS SHALL BE BY RESOLUTIONS DULY
ADOPTED.
The Articles currently do not authorize the Company to issue shares of
preferred stock. The Board of Directors has proposed and recommends to the
shareholders that Article 9 of the Articles be amended to authorize the issuance
by the Company of up to 10,000,000 shares of a new class of undesignated or
"blank check" Preferred Shares, which may be issued in one or more series. The
Board of Directors will be authorized to fix the designations, rights,
preferences, powers and limitations of each series of the Preferred Shares.
Adoption of the proposed amendment requires the approval of the holders of a
majority of the outstanding Common Shares.
The term "blank check" preferred stock refers to stock which gives the board
of directors of a corporation the flexibility to create one or more series of
preferred stock, from time to time, and to determine the relative rights,
preferences, powers and limitations of each series, including, without
limitation: (i) the number of shares in each series, (ii) whether a series will
bear dividends and whether dividends will be cumulative, (iii) the dividend rate
and the dates of dividend payments, (iv) liquidation preferences and prices, (v)
terms of redemption, including timing, rates and prices, (vi) conversion rights,
(vii) any sinking fund requirements, (viii) any restrictions on the issuance of
additional shares of any class or series, (ix) any voting rights and (x) any
other relative, participating, optional or other special rights, preferences,
powers, qualifications, limitations or restrictions.
EFFECT OF AMENDMENT ON CURRENT SHAREHOLDERS
If the proposed amendment is approved by the shareholders, the additional
Common Shares and Preferred Shares so authorized could be issued, at the
discretion of the Board, for any proper corporate purpose, without further
action by the shareholders other than as may be required by applicable law.
Existing shareholders do not have preemptive rights with respect to future
issuance of Common Shares or Preferred Shares by the Company and their interest
in the Company could be diluted by such issuance with respect to any of the
following: earnings per share, voting, liquidation rights and book and market
value.
If the proposed amendment is approved, the Board of Directors will have the
power to issue the authorized Preferred Shares in one or more classes or series
with such preferences and voting rights as the Board of Directors may fix in the
resolution providing for the issuance of such shares. The issuance of Preferred
Shares could affect the relative rights of the Company's Common Shares.
Depending upon the exact terms, limitations and relative rights and preferences,
if any of the Preferred Shares as determined by the Board of Directors at the
time of issuance, the holders of Preferred Shares may be entitled to a higher
dividend rate than that paid on the Common Shares, a prior claim on funds
available for the payment of dividends, a fixed preferential payment in the
event of liquidation and dissolution of the Company, redemption rights, rights
to convert their Preferred Shares into Common Shares, and voting rights which
would tend to dilute the voting control of the Company by the holders of Common
Shares. Depending on the particular terms of any series of the Preferred Shares,
holders thereof may have significant voting rights and the right to
representation on the Company's Board of Directors. In addition, the approval of
the holders of Preferred Shares, voting as a class or as a series, may be
required for the taking of certain corporate actions, such as mergers.
PURPOSE OF PROPOSED INCREASE IN AUTHORIZED COMMON SHARES
The Company is in need of additional capital to fund continuing operations,
and approval of the proposed amendment will enable the Board of Directors to
complete equity financings without the expense and delay incidental to obtaining
shareholder approval of an amendment to the Articles increasing the number of
authorized shares at the time of such action. The primary purpose of the
proposed amendment is to provide the Company with flexibility of action to meet
future working capital and capital
3
<PAGE>
equipment requirements through equity financings. In addition, the proposed
increase in authorized capital will allow the Company to take advantage of
favorable market conditions and possible acquisition opportunities without the
delay and expense ordinarily attendant on obtaining further shareholder
approval.
The proposed amendment will not change the number of Common Shares currently
outstanding or the rights of the holders of Common Shares. Article 9 of the
Articles currently authorizes the Company to issue up to 50,000,000 Common
Shares, of which 32,682,338 shares were issued and outstanding as of the Record
Date. In addition, 6,221,032 Common Shares were reserved for issuance on
exercise of outstanding warrants and 3,167,000 Common Shares were reserved for
issuance under the Company's 1993 Stock Option Plan. Thus, as of the Record
Date, there were 42,070,370 Common Shares outstanding or reserved for issuance,
leaving only 7,929,630 Common Shares available for other corporate purposes.
PURPOSE OF PROPOSED AUTHORIZATION OF PREFERRED SHARES
The Board of Directors believes that the proposed authorization of the
issuance of the Preferred Shares, like the proposed increase in the Company's
authorized Common Shares, is desirable because it would provide the Company with
increased flexibility of action to meet future working capital and capital
expenditure requirements through equity financings without the delay and expense
ordinarily attendant on obtaining further shareholder approvals. The Board of
Directors believes that the authorization of the Preferred Shares improves the
Company's ability to attract needed investment capital, as various series of the
Preferred Shares may be customized to meet the needs of any particular
transaction or market conditions.
CURRENT NEGOTIATIONS
As of the date of this Proxy Statement, the Company is engaged in
negotiations with a private investor for a proposed preferred stock financing.
The Company and the investor have not entered into a binding agreement for the
completion of the financing and there is no assurance that the financing will be
completed. This equity financing cannot be completed unless the proposed
amendment to the Articles is approved. Except for the negotiations with this
potential equity investor, the Company is not currently engaged in negotiations
or discussions for any other transaction that would involve the issuance of
Common Shares or Preferred Shares.
POSSIBLE ANTI-TAKEOVER EFFECTS OF PROPOSED AMENDMENT
The issuance of Common Shares or Preferred Shares may have the effect of
discouraging or thwarting persons seeking to take control of the Company through
a tender offer, proxy fight or otherwise or seeking to bring about removal of
incumbent management or a corporate transaction such as a merger. For example,
the issuance of the Common Shares in a public or private sale, merger or in a
similar transaction would increase the number of the Company's outstanding
shares, thereby diluting the interest of a party seeking to take over the
Company. Further, the Preferred Shares may be viewed as having the effect of
discouraging an attempt by another person or entity, through the acquisition of
a substantial number of Common Shares, to acquire control of the Company, since
the authorization of "blank check" preferred stock could be used by the Board of
Directors for adoption of a shareholder rights plan or "poison pill."
The proposed amendment has not been made in response to, and is not being
presented to deter, any effort to obtain control of the Company and is not being
proposed as an anti-takeover measure. It should be noted that any action taken
by the Company to discourage an attempt to acquire control of the Company might
result in shareholders not being able to participate in any possible premiums
which might be obtained in the absence of anti-takeover provisions. Any
transaction which may be so discouraged or avoided could be a transaction that
the Company's shareholders might consider to be in their best interests.
However, the Board of Directors has a fiduciary duty to act in the best
interests of the Company's shareholders at all times.
4
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF
THE AMENDMENT TO THE ARTICLES OF CONTINUANCE, AND PROXIES SOLICITED BY THE BOARD
WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON
THE PROXY.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of March 2, 1998, certain information
furnished to the Company with respect to ownership of the Company's Common
Shares of (i) each director, (ii) the Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company determined
as at the end of the last fiscal year whose total annual salary and bonus for
such fiscal year exceeded $100,000, and any ex-officers for whom disclosure
under this item (ii) would have been provided except for the fact that the
individual was not serving as executive officer at the end of such fiscal year
(hereafter referred to as the "named executive officers"), (iii) all persons
known by the Company to be beneficial owners of more than 5% of its Common
Shares, and (iv) all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS(1)
- ------------------------------------------------------------------------ -------------------- ---------------------
<S> <C> <C>
Yehoram Uziel........................................................... 9,586,974(2)(3) 29.3%
19408 Londelius Street
Northridge, CA 91324
Charles W. Lewis........................................................ 2,269,930(2) 6.9%
19408 Londelius Street
Northridge, CA 91324
Dr. Mark W. Dowley...................................................... 300,000(4) *
3281 Scott Blvd.
Santa Clara, CA 95054
Kenneth T. Friedman..................................................... 742,145(5) 2.2%
23512 Malibu Colony Dr.
Malibu, CA 90265
Patrick J. Lavelle...................................................... 35,000(6) *
204 St. George St.
Toronto, Ontario, Canada M5R 2N5
Darryl J. Yea........................................................... 725,200(7) 2.2%
750 West Pender St., Suite 1600
Vancouver, B.C., Canada V6C 2T8
All executive officers and directors as a group (8 persons)............. 13,905,749(8) 41.1%
</TABLE>
- ------------------------
* Less than one percent.
(1) Based on 32,682,338 total shares issued and outstanding and, in the case of
holders of options and warrants, shares subject to such options and warrants
exercisable within 60 days from March 2, 1998.
(2) On April 15, 1993, the Company merged with Soligen, Inc., a Delaware
Corporation ("Soligen"), in a reverse acquisition transaction (the
"Acquisition"). Pursuant to a share exchange agreement, the Company acquired
all of the issued and outstanding shares of Soligen in consideration of the
issuance
5
<PAGE>
of 13,000,000 shares of the Company's Common Shares to the former
shareholders of Soligen, consisting of 3,250,000 pooled shares and 9,750,000
escrow shares allocated as follows:
<TABLE>
<CAPTION>
NAME OF RECIPIENT POOLED SHARES ESCROW SHARES TOTAL
- ------------------------------------------------- ------------- ------------- ------------
<S> <C> <C> <C>
Yehoram Uziel.................................... 1,923,821 5,771,464 7,695,285
Adam Cohen....................................... 596,196 1,788,589 2,384,785
Charles Lewis.................................... 567,483 1,702,447 2,269,930
MIT.............................................. 162,500 487,500 650,000
------------- ------------- ------------
Total............................................ 3,250,000 9,750,000 13,000,000
</TABLE>
The pooled shares are subject to the terms of a Pooling Agreement and the
escrow shares are held subject to the terms of an Escrow Agreement. Under
the terms of the pooling agreement, 20% of the pooled shares are to be
released pro rata amongst the pooling shareholders on April 14 of each year,
beginning in 1994 until all pooled shares have been released. On March 17,
1996, Adam Cohen resigned as the Company's Vice-President of Engineering. In
connection with Mr. Cohen's resignation, the pooling agreement was modified
to permit the release of all pooled shares beneficially owned by Mr. Cohen.
Going forward, 20% of the pooled shares are to be released pro rata amongst
the remaining pooling shareholders on April 14 of each year hereafter until
all pooled shares have been released. The pooling agreement does not
restrict the voting of the pooled shares in any manner.
The terms and conditions of the Escrow Agreement are prescribed by the
policies of the British Columbia Securities Commission and were issued under
its Local Policy 3-07. The escrow shares are held by the Company's registrar
and transfer agent pursuant to the terms of the Escrow Agreement which
permits the release of one escrow share for each $0.41 Cdn. in net "cash
flow" (as defined in the Escrow Agreement) earned by the Company during the
period beginning November 1, 1993 and ending October 31, 1998. Under the
terms of the Escrow Agreement, if the Company earns net "cumulative cash
flow" (as defined in the Escrow Agreement) of approximately Cdn. $4,000,000
or U.S. $3,050,000 during the five year earn out period, all of the escrow
shares will be "earned out" and thereby released from escrow. Any shares not
released from escrow at the end of the five year earn out period will be
cancelled.
At the 1995 Annual Meeting of Shareholders, the Company's shareholders
approved a proposed amendment to the Escrow Agreement. The proposed
amendment provides that the "earn-out" period will be extended for an
additional five years, and that all shares not previously released from
escrow would be released ten years after the date of issuance. In March 1998
the Company received tentative approval of the amendment from the British
Columbia Securities Commission, and the Company expects the amendment to be
executed and become effective within 30 - 60 days from the date of this
Proxy Statement. If this amendment takes effect, none of the escrow shares
will be cancelled.
The Escrow Agreement provides that the escrow shares will not be traded in,
dealt with in any manner whatsoever or released, nor may the Company, its
transfer agent or the escrow shareholder make any transfer or record any
trading in such shares without the consent of the Vancouver Stock Exchange.
In addition, the Escrow Agreement provides that the escrow shares may not be
voted on a resolution to cancel any of the escrow shares. Subject to this
exception, the escrow shares have no voting restrictions. The Escrow
Agreement also provides that the escrow shares may not participate in the
assets and property of the Company on a winding up or dissolution of the
Company.
In connection with Mr. Cohen's resignation, the Vancouver Stock Exchange
consented to Yehoram Uziel's purchase of all of Mr. Cohen's escrow shares,
which purchase was consummated on May 30, 1996.
(3) Includes warrants to purchase 80,000 Common Shares exercisable within 60
days from March 2, 1998.
6
<PAGE>
(4) Includes options to purchase 60,000 Common Shares which are exercisable
within 60 days from the date of this Proxy Statement.
(5) Includes options to purchase 169,500 Common Shares and warrants to purchase
360,145 common shares which are exercisable within 60 days from the date of
the Proxy Statement.
(6) Includes options to purchase 35,000 Common Shares which are exercisable
within 60 days from the date of this Proxy Statement.
(7) Includes options to purchase 170,000 Common Shares which are exercisable
within 60 days from the date of this Proxy Statement. 555,200 of the shares
shown are owned by Chelsea Capital Corporation ("Chelsea"), a private
British Columbia corporation which is owned 50% by Darryl J. Yea. 375,000 of
these shares are held in escrow subject to the terms of the Escrow
Agreement. Mr. Yea is deemed to have beneficial ownership of these shares by
virtue of his ownership position in Chelsea.
(8) Includes options and warrants to purchase 1,121,145 Common Shares which are
exercisable within 60 days from the date of this Proxy Statement.
- ------------------------
Please return your proxy as soon as possible. Unless a quorum consisting of
a majority of the outstanding shares entitled to vote is represented at the
meeting, no business can be transacted. Therefore, please be sure to date and
sign your proxy exactly as your name appears on your stock certificate and
return it in the enclosed postage prepaid return envelope. Please act promptly
to ensure that you will be represented at this important meeting.
By order of the Board of Directors
______________________________________
Yehoram Uziel
PRESIDENT, CEO, DIRECTOR AND CHAIRMAN
OF THE BOARD
Dated: March 20, 1998
7
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
Proxy for Special Meeting of Shareholders to be Held on April 20, 1998
The undersigned hereby names, constitutes and appoints Yehoram Uziel and
Robert Kassel, or either of them acting in the absence of the other, with
P full power of substitution, my true and lawful attorneys and Proxies for
R me and in my placeand stead to attend the Special Meeting of the
O Shareholders of Soligen Technologies, Inc. to be held at 10:00 a.m.
X Pacific Time on Monday, April 20, 1998, and at any adjournment thereof,
Y and to vote all shares of Common Stock held of record in the name of the
undersigned on March 20, 1998, with all the powers that the undersigned
would possess if he were personally present.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
- -----------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE>
Please mark
your votes as /X/
this
--------------
COMMON SHARES
The Board of Directors recommends a vote FOR proposal 1.
FOR AGAINST ABSTENSION
Proposal 1 - To approve an amendment to Article 9 / / / / / /
of the Company's Articles of Continuance as set forth
in the Proxy Statement which accompanied the Notice
of Special Meeting, increasing the number of
authorized shares from 50,000,000 shares of common
stock to 90,000,000 shares of common stock and
10,000,000 shares of preferred stock, and authorizing
the Board of Directors to determine the relative rights
and preferences of the preferred stock and to provide
for the issuance of preferred stock in one or more
series with relative rights and preferences as the
Board of Directors shall determine.
I PLAN TO ATTEND MEETING / /
COMMENTS/ADDRESS CHANGE / /
Please mark this box if
you have written comments
or address changes on the
reverse side
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF
THE COMPANY. IF NO SPECIFIC DIRECTION IS GIVEN
AS TO ANY OF THE ABOVE ITEMS, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
Signature(s) Dated
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The shareholder signed above reserves the right to revoke this Proxy at any
time prior to its exercise, either by written notice delivered to the
Company's Secretary at the Company's corporate offices at 19408 Londelius
Street, Northridge, CA 91324, prior to the Special Meeting, or by oral notice
given by the shareholder to the presiding officer during the meeting. The
power of the Proxy holders shall also be suspended if the shareholder signed
above appears at the Special Meeting and elects in writing to vote in person.
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