<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box.
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.1
SOLIGEN TECHNOLOGIES, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
Payment of Filing (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 whcih 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 fees was
paid previously. Identify the previous filing by registrant statement
number, of the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Date Filed:
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 1999
TO ALL SHAREHOLDERS OF SOLIGEN TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
SOLIGEN TECHNOLOGIES, INC. (the "Company"), will be held on Friday, August
27, 1999, at 11:00 a.m., local time, at the Chatsworth Hotel, 9777 Topanga
Canyon Boulevard, Chatsworth, California 91311 for the following purposes:
1. To elect five directors to serve until the next Annual Meeting
of Shareholders or until their successors are duly elected and
qualified;
2. To confirm the appointment of Arthur Andersen LLP as
independent public accountants for the fiscal year ending
March 31, 2000; and
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
Only shareholders of record at the close of business on July 9, 1999
are entitled to notice of and to vote at the Annual Meeting of Shareholders
or any adjournment thereof.
All shareholders are cordially invited to attend the meeting in
person. 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 CARD ANY TIME PRIOR
TO ITS USE. A PRE-ADDRESSED 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,
/s/ Yehoram Uziel
Yehoram Uziel
PRESIDENT, CEO, DIRECTOR AND
CHAIRMAN OF THE BOARD
July 16, 1999
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 1999
-----------------
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying Annual Report to
Shareholders, Notice of Annual Meeting, and proxy/voting instruction card (the
"Proxy Card") are being furnished to the holders (collectively, the
"Shareholders") of the common stock (the "Common Stock") and Series A
Convertible Preferred Stock (the "Preferred Stock") 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 1999
Annual Meeting of Shareholders to be held on Friday, August 27, 1999, at 11:00
a.m., local time, at the Chatsworth Hotel, 9777 Topanga Canyon Boulevard,
Chatsworth, CA 91311, and any adjournment thereof (the "Meeting").
Only Shareholders of record at the close of business on July 9, 1999
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 July 27, 1999 to all
Shareholders entitled to notice of and to vote at the Meeting. The Annual Report
of the Company for the fiscal year ended March 31, 1999 is being mailed to
Shareholders of record together with the mailing of this Proxy Statement. The
address and phone number of the Company's principal executive office is:
19408 Londelius Street
Northridge, California 91324 USA
Phone (818) 718-1221
The Common Stock and the Preferred Stock constitute the classes of
securities of the Company 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 July 9, 1999, the record date set by the Board of
Directors for determining the Shareholders entitled to notice of and to vote at
the Meeting and any adjournment thereof. On that date, there were 32,911,641
shares of Common Stock and 1,800 shares of Preferred Stock outstanding and
entitled to vote. As explained below under the heading "Voting at the Meeting",
each share of Preferred Stock is entitled to 1,147 votes 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. All properly executed Proxy Cards will be voted (except to the extent
that authority to vote has been withheld or revoked) and where a choice has been
specified by the Shareholder as provided in the Proxy Card, it will be voted in
accordance with the specification so made. Shares represented by Proxy
1
<PAGE>
Cards submitted without specification will be voted FOR Proposal No. 1 to
elect the nominees for directors proposed by the Board of Directors, and FOR
Proposal No. 2 to confirm the selection of Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending March 31, 2000.
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 Card but is present at the Meeting, and who wishes
to vote in person, may do so by revoking his or her proxy as described in the
preceding sentence. Shares represented by valid Proxy Cards 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.
VOTING AT THE MEETING
Each share of Common Stock outstanding on the record date is
entitled to one vote at the Meeting. Each share of Preferred Stock
outstanding on the record date is entitled to that number of votes equal to
the number of shares of Common Stock into which the Preferred Stock is
convertible. As of the date of this Proxy Statement, each share of Preferred
Stock is convertible into 1,147 shares of Common Stock. Shares registered in
the name of brokers and other "street name" nominees for which proxies are
voted on some but not all matters 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"). If a quorum is
present at the Meeting: (i) the five nominees for election as directors who
receive the greatest number of votes cast for the election of directors shall
be elected directors; and (ii) Proposal No. 2 to confirm the selection of
Arthur Andersen LLP as independent public accountants for the Company for the
fiscal year ending March 31, 2000 will be approved if the number of votes
which are cast in favor of the proposal exceeds the number of votes which are
cast against it. Shareholders do not have the right to cumulate their votes
in an election of directors.
With respect to the election of directors, directors are elected by
a plurality of the votes cast, and only votes cast in favor of a nominee will
have an effect on the outcome. Therefore, abstention from voting or nonvoting
by brokers will have no effect thereon. With respect to voting on Proposal
No. 2, abstention from voting and nonvoting by brokers will have no effect
thereon.
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,
telecopier, 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 and Preferred Stock.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board of Directors
shall consist of no less than three and no more than seven directors, the
specific number to be determined by resolution adopted by the Board of
Directors. The Board of Directors has set the number of directors at five.
Directors are elected on an annual basis, and each director is to serve until
the next Annual Meeting of Shareholders or until his or her successor is duly
elected and qualified.
The Company's Articles of Incorporation, as amended, provide that
the holders of Preferred Stock, voting as a separate group, are entitled to
elect one director to the Company's Board of Directors, which director shall
be subject to the reasonable approval of the Company. The holders of the
Company's outstanding Preferred Stock have notified the Company that, as of
the date of this Proxy Statement, they do not intend to nominate a candidate
for election to the Board of Directors. If subsequent to the Meeting the
holders of Preferred Stock notify the Company of their intent to elect a
director to the Board of Directors, the Company's Board of Directors intends
to increase the size of the Board to six directors and, subject to the
Company's right of reasonable approval, elect the nominee of the holders of
Preferred Stock to fill such sixth director position.
The Board of Directors has nominated each of the persons named below
to be elected to serve as a director:
Yehoram Uziel
Dr. Mark W. Dowley
Kenneth T. Friedman
Patrick J. Lavelle
William Spier
Shares of Common Stock and Preferred Stock represented by the Proxy
Cards will be voted FOR the election to the Board of Directors of the
nominees named above unless authority to vote for a particular director or
directors has been withheld in the Proxy Card. All of the nominees named
above have consented to serve as directors for the ensuing year. The Board of
Directors has no reason to believe that any of the nominees named above will
be unable to serve as a director. In the event of the death or unavailability
of any of the nominees named above, the proxy holders will have discretionary
authority under the Proxy Card to vote for a suitable substitution nominee as
the Board of Directors may recommend. Proxies may not be voted for more than
five (5) nominees.
Certain information about each of the persons nominated by the Board
of Directors is set forth under the heading "Management" in this Proxy
Statement.
3
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF YEHORAM UZIEL, DR. MARK W. DOWLEY, KENNETH T. FRIEDMAN, PATRICK
J. LAVELLE AND WILLIAM SPIER AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD
WILL BE VOTED FOR THE ELECTION OF EACH SUCH NOMINEE UNLESS A SHAREHOLDER HAS
INDICATED OTHERWISE ON THE PROXY CARD.
PROPOSAL NO. 2
CONFIRMATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, independent
public accountants, to audit the financial statements of the Company for the
fiscal year ending March 31, 2000. This selection is being submitted for
confirmation by the Shareholders at the Meeting. If not confirmed, this
selection will be reconsidered by the Board of Directors, although the Board
of Directors will not be required to select different independent public
accountants for the Company. In the absence of contrary specifications, the
shares represented by the Proxy Cards will be voted FOR the following
resolution confirming the selection of Arthur Andersen LLP as the Company's
independent public accountants for the year ending March 31, 2000:
RESOLVED, that the shareholders of Soligen Technologies, Inc.
(the "Company") hereby confirm the selection of Arthur
Andersen LLP as the Company's independent public accountants
for the year ending March 31, 2000.
Representatives of Arthur Andersen LLP are expected to be present at
the Meeting, will have an opportunity to make a statement if they so desire,
and will be available to respond to appropriate questions from Shareholders.
Neither Arthur Andersen LLP nor any partner thereof has any direct financial
interest in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
CONFIRMATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2000,
AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A
SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
COMMON STOCK
The following table sets forth, as of July 2, 1999, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
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 (iii) would have been provided except for the fact that the individual
was not serving as an executive officer at the end of such fiscal year, (iv) all
persons known by the Company to be beneficial owners of more than 5% of its
Common Stock, and (v) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
Shares of Common Stock Beneficially Owned (1)
--------------------------------------------------------
Percent
Name and Address of Beneficial Owner Number Of
Class
- ------------------------------------------------------- -------------------------- ------------------------
<S> <C> <C>
Yehoram Uziel (2)(3). . . . . . . . . . . . . . . . . 9,836,974 28.0%
19408 Londelius Street
Northridge, CA 91324
Charles W. Lewis (2) . . . . . . . . . . . . . . . . . 2,269,930 6.5%
19408 Londelius Street
Northridge, CA 91324
Amir Gnessin (4) . . . . . . . . . . . . . . . . . . . 280,000 *
19408 Londelius Street
Northridge, CA 91324
Dr. Mark W. Dowley (5) . . . . . . . . . . . . . . . . 315,000 *
3281 Scott Blvd.
Santa Clara, CA 95054
Kenneth T. Friedman (6). . . . . . . . . . . . . . . . 1,297,643 3.7%
23512 Malibu Colony Dr.
Malibu, CA 90265
Patrick J. Lavelle (7) . . . . . . . . . . . . . . . . 50,000 *
131 Bloor St. West, Suite 815
Toronto, Ontario, Canada M5S 1S3
William Spier (8). . . . . . . . . . . . . . . . . . . 907,500 2.6%
444 Madison Avenue, 38th Floor
New York, NY 10022
All executive officers and directors
As a group (8 persons) (9). . . . . . . . . . . . . 15,012,047 42.7%
</TABLE>
- ---------------------------------
* Less than one percent
5
<PAGE>
(1) Applicable percentage of ownership is based on 32,911,641 total shares
issued and outstanding plus options and warrants exercisable within 60
days of the date of this Proxy Statement by individual beneficial
owner. None of the persons named in this table owns shares of the
Company's Preferred Stock.
(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 of 11,600,000 shares of the Company's
Common Stock to the former shareholders of Soligen. Out of this total,
9,750,000 shares were placed in escrow pursuant to an Escrow Agreement,
allocated as follows:
<TABLE>
<CAPTION>
NAME OF RECIPIENT ESCROW SHARES
----------------- -------------
<S> <C>
Yehoram Uziel 5,771,464
Adam Cohen 1,788,589
Charles Lewis 1,702,447
MIT 487,500
---------
Totals 9,750,000
---------
---------
</TABLE>
As originally executed, the terms and conditions of the Escrow
Agreement were 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. Prior to an Amendment
dated March 25, 1998 (the "Amendment"), the Escrow Agreement provided
for 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. The
Escrow Agreement further provided that, if the Company earned 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 would be "earned out" and
thereby released from escrow. Any shares not released from escrow at
the end of the five year earn out period would have been cancelled.
The Amendment, which was approved at the 1995 Annual Meeting of the
Company's stockholders, provides that the "earn out" period will be
extended for an additional five years and that all shares not
previously released from escrow will be released ten years after the
date of issuance. In March 1998 the Company received approval of the
Amendment from the British Columbia Securities Commission, and the
Amendment has now been executed and become effective.
The Escrow Agreement further 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
6
<PAGE>
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 options to purchase 50,000 shares and warrants to
purchase 280,000 shares that are exercisable within 60 days of the
date of this Proxy Statement.
(4) Includes options to purchase 280,000 shares that are exercisable
within 60 days of the date of this Proxy Statement.
(5) Includes options to purchase 75,000 shares that are exercisable
within 60 days of the date of this Proxy Statement.
(6) Includes options to purchase 300,000 shares and warrants to
purchase 785,143 shares that are exercisable within 60 days of the
date of this Proxy Statement.
(7) Includes options to purchase 50,000 shares that are exercisable
within 60 days of the date of this Proxy Statement.
(8) Includes options to purchase 28,000 shares and warrants to
purchase 379,500 shares that are exercisable within 60 days of the
date of this Proxy Statement.
(9) Includes options and warrants to purchase 2,277,643 shares that
are exercisable within 60 days of the date of this Proxy.
7
<PAGE>
PREFERRED STOCK
The following table sets forth, as of July 2, 1999, certain information
furnished to the Company with respect to ownership of the Company's Preferred
Stock:
<TABLE>
<CAPTION>
Shares of Preferred Stock Beneficially Owned
- ------------------------------------------------------ ---------------------------------------------------------
Percent
Name and Address of Beneficial Owner Number of
Class
- ------------------------------------------------------ ------------------------- ----------------------------
<S> <C> <C>
Koyah Leverage Partners, L.P. . . . . . . . . . . . . 1,330 73.9%
601 W. Main Avenue, Suite 600
Spokane, WA 99201-0613
Koyah Partners, L.P. . . . . . . . . . . . . . . . . 270 15.0%
601 W. Main Avenue, Suite 600
Spokane, WA 99201-0613
ICM Asset Management, Inc. . . . . . . . . . . . . . 200 11.1%
601 W. Main Avenue, Suite 600
Spokane, WA 99201-0613
</TABLE>
MANAGEMENT
BOARD OF DIRECTORS
The names of the Company's current directors and certain information
about them are set forth below:
<TABLE>
<CAPTION>
Name of Nominee Age Position(s) With the Company
- ---------------------------------------- -------- ----------------------------------------------------------
<S> <C> <C>
Yehoram Uziel 48 President, CEO, Director, and Chairman of the Board of
Directors
Dr. Mark W. Dowley 65 Director
Kenneth T. Friedman 42 Director
Patrick J. Lavelle 60 Director
William Spier 64 Director
</TABLE>
Yehoram Uziel has served as President and Director of the Company
since April 1993. Mr. Uziel has served as Chief Executive Officer and
Chairman of the Board of the Company since May 1993. Mr. Uziel served as the
Company's Chief Financial Officer from May 20, 1996
8
<PAGE>
to July 29, 1996. Mr. Uziel has also served as President and Chief Executive
Officer of Soligen, Inc. ("Soligen"), a wholly-owned subsidiary of the
Company from October 1991 to present. From January 1989 to January 1992, he
was Vice President of Engineering at 3D Systems, Inc., a rapid prototyping
manufacturer based in Valencia, California. Mr. Uziel received a B.Sc. degree
in Mechanical Engineering from the Technion Institute of Technology in Israel.
Dr. Mark W. Dowley has served as a director of the Company since
July 1993. Dr. Dowley is Chairman of DPSS Lasers Inc., a privately held
manufacturer of UV solid state lasers for commercial application. Dr. Dowley
served as President and Chairman of LiCONiX, a manufacturer of helium-cadmium
lasers based in Santa Clara, California from 1972 to 1998. He served as a
director of LEOMA (Lasers & Electro Optical Manufacturers Association) for
four years and has served as a member of the Executive Committee of the
Silicon Valley Council of the American Electronics Association. He also
served as Chairman of the Engineering Council of the Optical Society of
America from 1996 to 1998.
Kenneth T. Friedman has served as a director of the Company since
September 1996. Mr. Friedman is President and Founder of Friedman
Enterprises, an investment bank and investment company that specializes in
mergers and acquisitions and raising debt and equity capital. From 1986 to
1990, Mr. Friedman was President, founder, and a member of the board of
directors of Houlihan, Lokey, Howard & Zukin Capital, an investment bank.
Prior to, and simultaneous with such position, Mr. Friedman was also a
Managing Director and a member of the board of directors of Houlihan, Lokey,
Howard & Zukin, Inc., a financial advisory company specializing in investment
banking, money management and valuing companies and securities. Mr. Friedman
received his MBA from Harvard Business School.
Patrick J. Lavelle has served as a director of the Company since
September 1994. Mr. Lavelle was appointed Chairman of the Export Development
Corporation by the Prime Minister of Canada on January 1, 1998 after serving
a three-year term as Chairman of the Board of the Business Development Bank
of Canada. Mr. Lavelle has been the Chairman and Chief Executive Officer of
Patrick J. Lavelle and Associates, a management firm, from 1991 to the
present. From 1991 to 1995, Mr. Lavelle was Chairman and Chief Executive
Officer of the Canadian Council for Aboriginal Business. Mr. Lavelle is
Chairman of the Bay of Spirits Gallery, a member of the Advisory Board of the
International MBA program at York University and a director of Revenues
Properties, Co. Previously, Mr. Lavelle was Vice President, Corporate
Development at Magna International, Inc., a leading automotive parts
manufacturer, where he oversaw business relations with Japanese and other
Pacific Rim auto producers. Mr. Lavelle also served as President of the
Automotive Parts Manufacturers' Association of Canada. Previously, he held
the position of Deputy Minister of Industry, Trade and Technology for the
Province of Ontario and was simultaneously First Secretary of the Premier's
Council and a Senior Advisor to the Planning and Priorities Board of Cabinet.
Mr. Lavelle also served as Agent General for the Government of Ontario in
Paris, France.
William Spier has served as director of the Company since July 1999.
Mr. Spier retired in 1982, as Vice Chairman of Philbro-Salomon Inc. Mr. Spier
is President and Chairman of Sutton Holding Corporation, a private investment
firm, which was founded in 1989. He is
9
<PAGE>
Acting Chief Executive Officer of Integrated Technology USA, Inc., and has
served in such capacity since November 1997. Mr. Spier has served as Chairman
of the Board of Geotek Communications, Inc., since April 1998. Geotek
Communications filed for Chapter 11 protection under the Bankruptcy Code in
June 1998. Mr. Spier served as Chairman and Chief Executive Officer of
DeSoto, Inc. from 1991 until the company was acquired by Keystone
Consolidated Industries, Inc. in 1996. Mr. Spier is also a director of Geotek
Communications, Inc., Keystone Consolidated Industries, Inc., Integrated
Technology USA, Inc., Motto Guzzi, Inc. and Trident Rowan Group, Inc.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
During the fiscal year ended March 31, 1999, the Board of Directors
held seven meetings and took action pursuant to three unanimous written
consents. Rules adopted under the Securities Exchange Act of 1934 require the
Company to disclose in this proxy statement whether any director attended
fewer than 75% of the total number of meetings of the Board of Directors or
of committees of the Board of Directors on which he served during the fiscal
year ending March 31, 1999. During the fiscal year ending March 31, 1999,
each of the directors attended 75% or more of the meetings of the Board of
Directors or committees of the Board of Directors on which he served.
The Audit Committee, which met one time in the fiscal year ended
March 31, 1999, consists of Dr. Mark W. Dowley and Kenneth T. Friedman. The
Audit Committee reviews with the Company's independent auditors the scope,
results and costs of the annual audit, and the Company's accounting policies
and financial reporting.
The 1993 Stock Option Plan Administrative Committee, which took
action pursuant to two unanimous written consents in the fiscal year ended
March 31, 1999, consists of Dr. Mark W. Dowley and Patrick Lavelle. The
Administrative Committee was established to administer the Company's 1993
Stock Option Plan on behalf of the Board of Directors in accordance with the
terms thereof.
The Compensation Committee, which met one time in the fiscal year
ended March 31, 1999, consists of Dr. Mark W. Dowley, Kenneth T. Friedman and
Patrick J. Lavelle. The Compensation Committee was established to review and
approve the salaries and other benefits of the executive officers of the
Company. In addition, the Compensation Committee consults with the Company's
management regarding other benefits plans and compensation policies and
practices of the Company.
The Board of Directors does not have a nominating committee. Darryl
J. Yea served as a director and as a member of the three committees described
above until his resignation from the Board in December 1998.
10
<PAGE>
EXECUTIVE OFFICERS
The names of, and certain information regarding, the executive
officers of the Company who are not also directors are set forth below.
Officers of the Company are appointed by the Board of Directors of the
Company at the annual meeting of the Board of Directors to hold office until
their successors are elected and qualified. Officers serve at the discretion
of the Board of Directors.
<TABLE>
<CAPTION>
Name Age Position(s)
- ---------------------------- --------- ---------------------------------------------------------------------
<S> <C> <C>
Robert Kassel 72 Chief Financial Officer and Chief Administrative Officer
Charles W. Lewis 48 Vice President, Soligen, Inc.
Amir Gnessin 40 Vice President of Engineering, Soligen, Inc.
</TABLE>
Robert Kassel was appointed Chief Administrative Officer in May 1996
and Chief Financial Officer in July 1996. From 1993 to 1996, Mr. Kassel
worked as an independent consultant. During 1994, Mr. Kassel also served as
Manufacturing Manager for G & H Technologies. Mr. Kassel served as Operations
Officer for Ceradyne, a manufacturer of advanced technical products, from
1989 to 1993. From 1979 to 1988, Mr. Kassel worked as Division General
Manager for SFE Technologies, which manufactures multi-layer capacitors and
EMI-RFI filters for telecommunications, computers and industrial controls.
Mr. Kassel was the Division Vice-President for William House Regency, a
manufacturer of paper products, from 1972 to 1979.
Charles W. Lewis served as Vice President of Operations of the Company
from July 1993 to July 1995. Mr. Lewis has served as Vice President of the
Company's subsidiary, Soligen, Inc., from 1992 to present. Mr. Lewis also
served as Secretary of Soligen, Inc. from 1992 to 1993. From 1991 to 1992, he
was Director of Engineering for BHK Inc., a manufacturer of scientific arc
lamps which is based in Pomona, California. From 1986 to 1991, Mr. Lewis was
Program Manager for 3D Systems, Inc., a rapid prototyping firm based in
Valencia, California. Mr. Lewis received a B.A. in Physics from the
University of California, San Diego.
Amir Gnessin has served as Vice President of Engineering of Soligen,
Inc. from April 1994 to present. Mr. Gnessin joined the Company in August
1992 as a Senior Mechanical Engineer and was promoted to Mechanical Team
Leader in February 1993. From 1989 to 1992, Mr. Gnessin worked as a design
engineer and manager at Optrotech, Inc., a manufacturer of inspection
equipment for the printed circuit board industry that is based in Israel. Mr.
Gnessin received a BS in Mechanical Engineering from the Technion Institute
of Technology in Israel.
No family relationship exists among any directors or executive
officers of the Company or the nominees for election to the Company's Board
of Directors.
11
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table discloses certain summary information concerning
compensation awarded to, earned by or paid to principal executive officers of
the Company whose salaries exceeded $100,000 for the Company's fiscal years
ended March 31, 1999, March 31, 1998 and March 31, 1997 (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
----------------- -------------------
Securities
Fiscal Salary Underlying
Name and principal position Year ($) Options (#)
- -------------------------------------------- ------------- ----------------- -------------------
<S> <C> <C> <C>
Yehoram Uziel, President, CEO, 1999 125,000 250,000*
Director and Chairman of the 250,000**
Board of the Company; President 1998 125,000 --
and CEO, Soligen, Inc. 1997 99,486 --
Amir Gnessin, Vice President of 1999 120,000 150,000*
Engineering, Soligen, Inc. 400,000**
300,000
1998 120,000 --
1997 95,000 --
</TABLE>
* Options cancelled and replacement options issued during fiscal 1999.
** Options issued during fiscal 1999 upon cancellation of previously
issued options.
No stock options or stock appreciation rights were exercised by
executive officers of the Company during the fiscal year ended March 31,
1999. No executive officer received a bonus in the fiscal year ended March
31, 1999.
The Company had no long-term incentive plan for the fiscal year ended March
31, 1999. The Company has no employment contracts, no termination of
employment agreements, and no change of control agreements with any named
executive officer.
12
<PAGE>
The following table provides information with respect to individual stock
options granted during the fiscal year ended March 31, 1999 to the Named
Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% of Total
Shares Options
Underlying Granted to
Options Employees Exercise Expiration
Name Granted (#) In Fiscal Year Price Date
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Yehoram Uziel (1) 250,000* * $0.48 Cancelled
250,000** 17.3 $0.34 12/11/08
Amir Gnessin (2) 150,000* * $0.44 Cancelled
150,000** 10.4 $0.31 12/11/08
150,000** 10.4 $0.31 12/11/08
100,000** 6.9 $0.31 12/11/08
300,000 20.7 $0.31 03/31/09
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* Options cancelled and replacement options issued during fiscal 1999.
** Options issued during fiscal 1999 upon cancellation of previously
issued options.
(1) In November 1998, Yehoram Uziel was issued an option to purchase
250,000 shares at an exercise price of $0.48 per share. This option
became exercisable in four annual installments of 20%, 23%, 27% and 30%
commencing on the date of grant. In December 1998 the option was
cancelled and a replacement option was issued at an exercise price of
$0.34 per share. Upon issuance, this option was immediately exercisable
as to 50,000 shares and the balance becomes exercisable in four annual
installments of 20%, 23%, 27% and 30% commencing one year from the date
of grant.
(2) In November 1998, Amir Gnessin was issued an option to purchase 150,000
shares at an exercise price of $0.44 per share. This option became
exercisable in four annual installments of 20%, 23%, 27% and 30%
commencing on the date of grant. In December 1998 this option was
cancelled and a replacement option was issued at an exercise price of
$0.32 per share. Upon issuance, this option was immediately exercisable
as to 30,000 shares and the balance becomes exercisable in four annual
installments of 20%, 23%, 27% and 30% commencing one year from the date
of grant. In addition, in December 1998, an option previously issued to
Amir Gnessin to purchase 150,000 shares at an exercise price of $1.00
Canadian ($0.66 U.S. at March 31, 1999) per share was cancelled and a
new option issued at an exercise price of $0.32 per share. This option
was fully exercisable on the date of grant. In addition, in December
1998, an option previously issued to Amir Gnessin to purchase 100,000
shares at an exercise price of $0.75 per share
13
<PAGE>
was cancelled and a new option issued at an exercise price of $0.32.
This option was fully exercisable on the date of grant. In March 1999,
Amir Gnessin was issued an option to purchase 300,000 shares at an
exercise price of $0.31 per share. This option becomes exercisable in
four annual installments of 20%, 23%, 27% and 30% commencing on the
date of grant.
REPORT OF BOARD OF DIRECTORS ON REPLACEMENT OF EMPLOYEE STOCK OPTIONS
During the fiscal year ended March 31, 1999, the Board of Directors
determined to reduce the exercise price of options previously granted to its
employees, including options previously granted to the Named Executive
Officers. Options to purchase an aggregate of 2,140,000 shares of Common
Stock previously issued to employees were cancelled and replaced, including
options to purchase 650,000 shares of Common Stock previously issued to the
Named Executive Officers. With the exception of an option granted to Yehoram
Uziel, the Company's President and Chief Executive Officer, the exercise
prices of these replacement options were reduced to $0.31 per share, which
represented the market price of the Common Stock at the time of replacement.
Mr. Uziel's replacement option is exercisable at $0.34 per share,
representing 110% of fair market value on the date of grant. The Board
believed that the purpose underlying the original grant of options, namely,
to attract, motivate and retain senior management and other personnel by
affording them an opportunity to receive additional compensation based upon
the performance of the Company's Common Stock, would be undermined due to the
erosion in the market price of the Common Stock. The Board decided that the
cancellation and replacement of the options would serve to accomplish the
Board's goals of further motivating members of its management team and
employees without the use of cash resources.
Submitted by the Board of Directors,
Yehoram Uziel
Dr. Mark W. Dowley
Kenneth T. Friedman
Patrick J. Lavelle
William Spier
COMPENSATION OF DIRECTORS
During fiscal 1999 options previously issued to Dr. Mark W. Dowley
to purchase 25,000 shares and 50,000 shares at exercise prices per share of
$2.20 Canadian ($1.46 U.S. at March 31, 1999) and $0.75 per share,
respectively, were cancelled and new options issued at an exercise price of
$0.31 per share.
During fiscal 1999 options previously issued to Kenneth T. Friedman
to purchase a total of 300,000 shares at an exercise price of $0.75 per share
were cancelled and new options issued at an exercise price of $0.31 per
share. Additionally a warrant previously issued to Mr. Friedman
14
<PAGE>
to acquire 500,000 shares at an exercise price of $0.75 was cancelled and a
new warrant issued at an exercise price of $0.31 per share.
During fiscal 1999 options previously issued to Patrick J. Lavelle
to purchase 40,000 shares at an exercise price of $0.75 per share was
cancelled and a new option issued at an exercise price of $0.31 per share.
Other than options granted under the Company's 1993 Stock Option
Plan, as amended, the directors receive no compensation for serving as
directors of the Company. The Company reimburses expenses incurred in
attending the Board of Directors meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the outstanding shares of the Company's Common Stock, to file with
the Securities and Exchange Commission (the "SEC") initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Common Stock and other equity securities of the Company. The Company's
directors and executive officers and greater than ten percent beneficial
owners are required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file. To the Company's knowledge, based solely
on review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ending March 31, 1999, the Company's directors, executive officers, and
greater than ten percent beneficial owners complied with all Section 16(a)
filing requirements except that Mr. Kassel, an officer of the Company, filed
a late Form 5 reporting one purchase and three option grants, and Mr.
Gnessin, an officer of the Company's subsidiary, Soligen, Inc., filed a late
Form 5 reporting two option grants.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the Company's
2000 Annual Meeting must be received by the Company at its principal
executive office no later than March 18, 2000 in order to be included in the
Company's 2000 Proxy Statement and Proxy Card.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows
of no other business which will be presented for action at the Meeting. If
any other business requiring a vote of the Shareholders should come before
the Meeting, the persons named as proxies in the enclosed proxy form will
vote or refrain from voting in accordance with their best judgment.
Please return your Proxy Card 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
15
<PAGE>
be transacted. Therefore, please be sure to date and sign your Proxy Card
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.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF
ANY BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK ENTITLED TO VOTE
AT THE ANNUAL MEETING OF SHAREHOLDERS, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-KSB AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR
THE COMPANY'S FISCAL YEAR ENDED MARCH 31, 1999. WRITTEN REQUESTS SHOULD BE
MAILED TO THE SECRETARY, SOLIGEN TECHNOLOGIES, INC., 19408 LONDELIUS STREET,
NORTHRIDGE, CALIFORNIA 91324.
By Order of the Board of Directors,
/s/ Yehoram Uziel
Yehoram Uziel
PRESIDENT, CEO, DIRECTOR AND
CHAIRMAN OF THE BOARD
Dated: July 16, 1999
16
<PAGE>
<TABLE>
<S> <C>
Please mark
/ X / your votes
as shown
_________________
COMMON SHARES
The Board of Directors recommends a vote FOR each of the nominees in Proposal 1
and a vote FOR Proposal 2.
FOR WITHHELD
Proposal 1 - Election of Directors: Yehoram Uziel / / / /
Dr. Mark W. Dowley / / / /
Kenneth T. Friedman / / / /
Patrick J. Lavelle / / / /
William Spier / / / /
FOR AGAINST ABSTENTION
Proposal 2 - To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for fiscal year ending March 31, 2000. / / / / / /
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
OR INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING, THE
PROXY HOLDERS SHALL VOTE IN SUCH MANNER AS THEY DETERMINE
TO BE IN THE BEST INTEREST OF THE COMPANY. MANAGEMENT
IS NOT PRESENTLY AWARE OF ANY SUCH MATTERS TO BE
PRESENTED FOR ACTION AT THE ANNUAL MEETING.
I PLAN TO ATTEND THE 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 EACH OF THE NOMINEES
NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Signatures(s) Dated
--------------------------------------------------------- ----------------------------------------------------
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 offices at 19408 Londelius Street, Northridge, CA 91324, prior to the Annual
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 Annual Meeting and elects in writing to vote in person.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
SOLIGEN TECHNOLOGIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 27, 1999
The undersigned hereby names, constitutes and appoints Yehoram Uziel and Robert Kassel, or either of
them in the absence of the other, with full power of substitution, my true and lawful attorneys and
Proxies for me acting and in my place and stead to attend the Annual Meeting of the Shareholders of
Soligen Technologies, Inc. to be held on Friday, August 27, 1999, at 11:00 a.m., local time, at the
Chatsworth Hotel, 9777 Topanga Canyon Boulevard, Chatsworth, CA 91311, and at any adjournment thereof,
and to vote all shares of Common Stock registered in the name of the undersigned, with all the powers
that I would possess were I personally present.
P
R
O
X
Y
- -------------------------------------------------------------------------
COMMENTS/ ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
</TABLE>
