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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SPEIZMAN INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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<PAGE>
SPEIZMAN INDUSTRIES, INC.
701 Griffith Road
Charlotte, NC 28217
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 14, 2001
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NOTICE IS HEREBY GIVEN THAT a Special Meeting of Stockholders (the
"Special Meeting") of Speizman Industries, Inc. (the "Company") will be held on
February 14, 2001, at 11:00 a.m. local time at the principal executive offices
of the Company located at 701 Griffith Road, Charlotte, North Carolina 28217,
for the following purposes:
(1) To approve an amendment of the Company's Certificate of
Incorporation, as amended, to effect a reverse stock split whereby the
Company would issue one new share of its Common Stock, par value $.10
per share, in exchange for not less than two nor more than five
outstanding shares Common Stock; and
(2) To transact such other business as properly may come
before the Special Meeting and any adjournment or postponement thereof.
The reverse stock split and other related matters are more fully
described in the Proxy Statement accompanying this notice. All of our
stockholders are cordially invited to attend the Special Meeting. Only holders
of record of our common stock at the close of business on December 29, 2000 will
be entitled to vote at the Special Meeting and any adjournments or postponements
thereof, either in person or by proxy.
Your vote is important regardless of the number of shares you own. Each
stockholder, even though he or she now plans to attend the Special Meeting, is
requested to sign, date and return the enclosed proxy card without delay in the
enclosed postage-paid envelope. You may revoke your proxy at any time prior to
its exercise. Any stockholder present at the Special Meeting or any adjournment
or postponement thereof may revoke his or her proxy and vote personally on each
matter brought before the meeting.
By order of the Board of Directors,
John C. Angelella
Secretary
Charlotte, North Carolina,
January ____, 2001
<PAGE>
SPEIZMAN INDUSTRIES, INC.
701 Griffith Road
Charlotte, NC 28217
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PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE
HELD ON FEBRUARY 14, 2001
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GENERAL INFORMATION
This Proxy Statement and the enclosed proxy card are being furnished to
stockholders in connection with the solicitation of proxies by the Board of
Directors of Speizman Industries, Inc., a Delaware corporation (the "Company"),
for use at the Special Meeting of Stockholders of the Company (the "Special
Meeting") to be held on February 14, 2001 at 11:00 a.m. local time at 701
Griffith Road, Charlotte, North Carolina 28217, and at any adjournment or
postponement thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Stockholders and in this Proxy Statement.
It is anticipated that this Proxy Statement and the enclosed proxy card
will first be mailed to the Company's stockholders on or about January ____,
2001.
Record Date
The Board of Directors has fixed the close of business on December 29,
2000 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of, and to vote at, the Special Meeting and at
any adjournment or postponement thereof. At the close of business on the Record
Date, 3,252,428 shares of the Company's common stock, par value $.10 per share,
("Common Stock"), were issued and outstanding.
Proxies
When a proxy card is returned, properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. If a stockholder does not attend the Special Meeting and does not
return the signed proxy card, such stockholder's shares will not be voted. If a
stockholder returns a signed proxy card but does not indicate how his or her
shares are to be voted, such shares will be voted FOR approval of the amendment
of the Company's Certificate of Incorporation, as amended, to effect a reverse
stock split whereby the Company would issue one new share of Common Stock in
exchange for not less than two nor more than five shares of outstanding Common
Stock. As of the date of this Proxy Statement, the Board of Directors does not
know of any other matters that are to come before the Special Meeting. If any
other matters are properly presented at the Special Meeting for consideration,
the persons named in the enclosed proxy card and acting thereunder will have
discretion to vote on such matters in accordance with their best judgment.
Any proxy given may be revoked by the person giving it at any time
before it is voted. Proxies may be revoked by (i) filing with the Secretary of
the Company, at or before the taking of the vote at the Special Meeting, a
written notice of revocation bearing a later date than the proxy, (ii) duly
executing a later dated proxy relating to the same shares of Common Stock and
delivering it to the Secretary of the Company at or before the taking of the
vote at the Special Meeting or (iii) attending the Special Meeting and voting in
person (although attendance at the Special Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be sent so as to be delivered to Speizman Industries,
Inc., 701 Griffith Road, Charlotte, NC 28217, Attention: Secretary, or hand
delivered to the Secretary of the Company at or before the taking of the vote at
the Special Meeting.
The Company will bear the cost of the solicitation of proxies from its
stockholders. In addition to solicitation by use of the mails, proxies may be
solicited by directors, officers and employees of the Company in person or by
telephone or other means of communication. Such directors, officers and
employees will not be additionally compensated, but may be reimbursed for
out-of-pocket expenses incurred in connection with such solicitation.
Arrangements also will be made with custodians, nominees and fiduciaries for the
forwarding of proxy solicitation materials to beneficial owners of shares held
of record by such custodians, nominees and fiduciaries, and the Company will
reimburse such custodians, nominees and fiduciaries for reasonable expenses
incurred in connection therewith. In addition, Corporate Investors
Communications,
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Inc. will assist in the solicitation of proxies by the Company for a fee of
$6,000, plus reimbursement of reasonable out-of-pocket expenses.
Quorum
The presence, either in person or by properly executed proxies, of the
holders of a majority of the outstanding shares of the Common Stock is necessary
to constitute a quorum at the Special Meeting. Abstentions will be treated as
present for purposes of determining the presence or absence if a quorum.
Vote Required
The Company's stockholders are entitled to one vote at the Special
Meeting for each share of Common Stock held by them on the Record Date. The
affirmative vote of a majority of the outstanding shares of Common Stock,
represented in person or by proxy, is required to approve the amendment of the
Company's Certificate of Incorporation, as amended, to effect a reverse stock
split. Votes may be cast for or against or to abstain from approval of the
amendment. Under applicable Delaware law, abstentions will have the effect of a
vote against approval of the amendment of the Company's Certificate of
Incorporation, as amended, to effect a reverse stock split.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as to the beneficial
ownership of shares of the Common Stock as of December 29, 2000 by (i) all
stockholders known by the Company to be the beneficial owners of more than five
percent of Common Stock, (ii) each director of the Company, (iii) the President
of the Company and each of the Company's four other most highly compensated
executive officers serving at the end of the Company's fiscal year ended July 1,
2000, and (iv) all executive officers and directors as a group. Unless otherwise
indicated, the holders listed below have sole voting and investment power with
respect to all shares beneficially owned by them.
<TABLE>
<CAPTION>
Beneficial Ownership(1)
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Shares Beneficially Percent of
Name Owned Shares Outstanding
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<S> <C> <C>
Robert S. Speizman
701 Griffith Road, Charlotte, NC 28217............................ 798,927(2) 23.4%
C. Alexander Davis..................................................... 10,000 *
Bryan D. Speizman...................................................... 167,300(3) 5.0
Mark A. Speizman....................................................... 161,614(4) 4.8
William Gorelick....................................................... 29,375(5) *
Scott C. Lea........................................................... 9,375(6) *
Josef Sklut............................................................ 10,975(7) *
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401............. 198,600(8) 6.1
Heartland Advisors, Inc.
790 N. Milwaukee St., Milwaukee, WI 53202......................... 300,000(9) 9.2
All executive officers and directors as a group (9 persons)............ 1,241,766(10) 34.2
</TABLE>
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*Less than 1%
(1) This table is based upon information supplied by officers, directors
and principal stockholders of the Company and by Schedules 13G filed
with the Securities and Exchange Commission (the "Commission"). Unless
otherwise indicated in the footnotes to this table and subject to
marital property laws where applicable, each of the stockholders named
in this table has sole voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are
based on 3,252,428 shares of Common Stock outstanding, adjusted as
required by rules of the Commission.
(2) Includes an aggregate 160,830 shares of Common Stock subject to
presently exercisable options.
(3) Includes an aggregate of 104,750 shares of Common Stock subject to
presently exercisable options.
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(4) Includes an aggregate of 103,750 shares of Common Stock subject to
presently exercisable options.
(5) Includes an aggregate of 4,375 shares of Common Stock subject to
presently exercisable options.
(6) Represents shares of Common Stock owned by a revocable trust of which
Mr. Lea and certain of his family members are beneficiaries and an
aggregate of 4,375 shares of Common Stock subject to presently
exercisable options.
(7) Includes 600 shares of Common Stock owned of record by Mr. Sklut's
spouse, as to which he disclaims beneficial ownership, and 375 shares
of Common Stock subject to a presently exercisable option.
(8) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other commingled group trusts and separate accounts.
These investment companies, trusts and accounts are the "Funds." In its
role as investment adviser or manager, Dimensional possesses voting
and/or investment power over the securities of the Issuer described in
this schedule that are owned by the Funds. All securities reported in
this schedule are owned by the Funds. Dimensional disclaims beneficial
ownership of such securities.
(9) These shares of Common Stock are held in investment advisory accounts
of Heartland Advisors, Inc. As a result, various persons have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities. The interests of one such
account, Heartland Value Fund, a series of Heartland Group, Inc., a
registered investment company, relates to more than 5% of the class.
(10) Includes an aggregate of 378,455 shares of common stock subject to
presently exercisable options.
PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION
TO EFFECT REVERSE STOCK SPLIT
General
In December 2000, the Company's Board of Directors approved, and
recommended that the stockholders approve, an amendment to Article Fourth (A) of
the Company's Certificate of Incorporation, as amended (the "Amendment"), to
effect a reverse split (the "Reverse Split") of the Common Stock, whereby the
Company would issue one new share of Common Stock in exchange for not less than
two nor more than five outstanding shares of Common Stock. If approved, the
Amendment would be effective on such date as a Certificate of Amendment (the
"Certificate of Amendment") reflecting the Reverse Split is filed with the
Secretary of State of the State of Delaware (the "Effective Date"). The Board of
Directors has the authority, in its discretion, to abandon the Reverse Stock
Split based on its consideration of factors more fully discussed below.
The complete text of the Certificate of Amendment that would be filed
in the office of the Secretary of State of the State of Delaware to effect the
Reverse Split is set forth in Appendix A to this Proxy Statement, provided,
however, that such text is subject to amendment to include such changes as may
be required by the office of the Secretary of State of the State of Delaware and
as the Company's Board of Directors deems necessary and advisable to effect the
Reverse Split in the range described above.
Purpose of the Proposed Reverse Split
The Common Stock is currently listed on the Nasdaq National Market. In
order for the Common Stock to continue to be listed on the Nasdaq National
Market, the Company must satisfy various continued listing requirements
established by Nasdaq. Among other things, persons other than officers and
directors of the Company must hold at least 750,000 shares of Common Stock with
an aggregate market value of at least $5.0 million, at least 400 persons must
own at least 100 shares of Common Stock and the Common Stock must have a minimum
bid price of at least $1.00 per share.
In October 2000, the Company received a letter from Nasdaq advising it
that the Common Stock had failed to maintain a minimum market value of public
float of $5.0 million over the 30 consecutive trading days preceding the date of
the letter. The letter stated that if the Company was unable to demonstrate
compliance with this requirement for a minimum of 10 consecutive trading days
during the 90 days ending January 18, 2001, the Common Stock would be delisted
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at the opening of business on January 22, 2001. The Company has not regained
compliance with this requirement and at December 29, 2000, the market value of
the Company's public float was approximately $1.3 million.
To avoid delisting from The Nasdaq Stock Market, if the market value of
the Company's public float does not return to $5.0 million, the Board of
Directors plans to apply for transfer to the Nasdaq SmallCap Market. The
requirements for the listing the Common Stock on that market include a public
float of at least 500,000 shares with a market value of at least $1.0 million
and a minimum bid price of $1.00 per share of Common Stock. The Company
currently does not currently meet the listing requirements of the Nasdaq
SmallCap Market. The Common Stock traded below $1.00 per share from November 22,
2000 through December 17, 2000 and has traded below $1.00 since December 21,
2000. The Board of Directors expects that the Reverse Split will achieve, at
least initially, compliance with the minimum bid price requirement. Although the
Reverse Split will not be effective by January 18, 2001 and the per share bid
price of the Common Stock will not have increased by this date as a result, the
Company expects to request a hearing concerning its delisting from Nasdaq which,
the Company believes, will give it additional time to effect the Reverse Split
prior to delisting.
If effected, the Reverse Split will reduce the number of shares of
Common Stock issued and outstanding. The Board of Directors expects that this
reduction will result initially in an increase in the bid price of the Common
Stock to a level above the current bid price and to above $1.00 per share.
However, since there are numerous factors and contingencies that could affect
the bid price of the Common Stock, there can be no assurance that an increase in
the bid price will occur, or if it occurs, that the bid price will be over $1.00
per share for a sustained period.
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 delist the Common Stock from trading on The Nasdaq Stock Market. If a
delisting 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 and not as
broad a market as The Nasdaq Stock Market.
The effect of the Reverse Split upon the market price for the Common
Stock cannot be predicted, and the history of similar stock split combinations
for companies in like circumstances is varied. There can be no assurance that
the market price per share of the Common Stock after the Reverse Split will rise
in proportion to the reduction in the number of shares of the Common Stock
outstanding resulting from the Reverse Split. There can be no assurance that the
market price per Share of the Common Stock after the Reverse Split will either
exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq,
or otherwise meet the requirements of Nasdaq for continued listing on the Nasdaq
SmallCap Market, including the minimum public float requirement of $1.0 million.
The market price of the Common Stock may also be based on the Company's
performance and other factors, some of which may be unrelated to the number of
shares outstanding.
Effect of Reverse Split
If the Amendment is approved by the stockholders at the Special
Meeting, the Board of Directors, in its discretion, will determine whether to
effect the Reverse Split, when to effect the Reverse Split and the appropriate
number of outstanding shares of Common Stock (the "Reverse Split Number") to be
exchanged for a single new share of Common Stock in the Reverse Split. The
Reverse Split Number will be not less than two nor more than five. The actual
Reverse Split Number will be determined in a manner that takes into
consideration the prevailing market conditions at the time.
Upon the Effective Date, each fixed number of shares of Common Stock
issued and outstanding ("Old Common Stock") equal to the Reverse Split Number
will be combined, reclassified and changed into one fully paid and
non-assessable share of Common Stock ("New Common Stock"). Each holder of record
of a certificate representing shares of Old Common Stock will be entitled to
receive, upon surrender of such certificate, a certificate representing the
number of whole shares of New Common Stock to which the holder is entitled
pursuant to the Reverse Split. Any certificates for shares of Old Common Stock
not so surrendered shall be deemed to represent one share of New Common Stock
for each such fixed number of shares equal to the Reverse Split Number of Old
Common Stock previously represented by such certificate. No fractional shares of
Common Stock or scrip representing fractional shares will be issued as a result
of the Reverse Split. Although the number of each stockholder's shares of Common
Stock will be reduced as a result of the Reverse Split, such stockholder's
voting rights and pro rata equity interest in the Company and its shares of
outstanding Common Stock will not be reduced, except for possible immaterial
changes due to the Company's purchase of fractional shares as described below.
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Each of the Company's equity compensation plans provides for either
automatic or permissive equitable adjustments on account of a stock split to
both the aggregate number of shares of Common Stock available for issuance under
the plan and the terms of the stock options outstanding under the plan. Each of
these plans is administered either by the Board of Directors or its Compensation
Committee. The Board of Directors and the Compensation Committee intend to make
these equitable adjustments on account of the Reverse Split. As a result, the
number of shares of Common Stock authorized for issuance under each plan will be
divided by the Reverse Split Number. In addition, the number of shares of Common
Stock subject to each stock option outstanding under the plans will be divided
by the Reverse Split Number and the per share exercise price under each such
option will be multiplied by the Reverse Split Number.
Except for changes resulting from the receipt of cash in lieu of
fractional shares as described below, the Reverse Split will not change the
equity interests of the stockholders in the Company and will not affect the
relative rights of any stockholder or result in a dilution or diminution of any
stockholder's proportionate interest in the Company. Management does not
believe, nor does it intend, that the Reverse Split will result in a significant
number of stockholders being cashed out by virtue of holding less than one share
after the Reverse Split.
If adopted, the Amendment will not affect the par value of the Common
Stock of $.10 per share however, an amount equal to the difference between the
aggregate par value of the Old Common Stock and the aggregate par value of the
New Common Stock will be transferred for accounting purposes from the Common
Stock account to the Company's additional paid-in capital account.
Fractional Shares
Stockholders who otherwise would be entitled to receive fractional
shares because they hold a number of shares of Old Common Stock that is not
evenly divisible by the Reverse Split Number will be entitled, upon surrender of
certificates representing such shares, to a cash payment in lieu thereof at a
price equal to the fraction to which the stockholder would otherwise be entitled
multiplied by the closing price of New Common Stock on the Effective Date as
reported on The Nasdaq Stock Market. The ownership of a fractional interest will
not give the holder thereof any voting, dividend or other rights, except to
receive payment therefor as described above.
Procedure for Implementing the Reverse Split
If the Amendment is approved by the stockholders at the Special
Meeting, the Board of Directors, in its discretion, will determine the necessity
for the Reverse Split and Reverse Split Number as soon as practicable. The
Certificate of Amendment will become effective upon the filing with the
Secretary of State of the State of Delaware. Based on the recent minimum bid
price of the Common Stock, the Company intends to effect the Reverse Split as
soon as practicable subsequent to receiving the requisite stockholder approval.
The Company expects to notify stockholders of the effectiveness of the Reverse
Split and the Reverse Split Number by a press release.
Each stockholder of record as of the close of business on the Effective
Date will be entitled to receive, upon surrender of a certificate of shares of
Old Common Stock, a new stock certificate representing the number of whole
shares of the Company's New Common Stock to which the holder shall be entitled
pursuant to the Reverse Split. For example, if the Reverse Split Number
determined by the Board is three and a stockholder owned 300 shares of the
Company's Old Common Stock on the Effective Date, upon surrender of the
certificate for 300 shares, the Company would mail to the stockholder a share
certificate for 100 shares of the Company's New Common Stock. Any certificates
for shares of Old Common Stock not so surrendered after the Effective Date shall
be deemed to represent one share of New Common Stock for each such fixed number
equal to the Reverse Split Number of Old Common Stock previously represented by
such certificate. Holders of fractional share interests will be entitled to
receive cash in lieu of fractional shares as described above.
The Company expects that its transfer agent will act as exchange agent
(the "Exchange Agent") for purposes of implementing the exchange of stock
certificates. Shortly after the Effective Date, each holder of an outstanding
certificate theretofore representing shares of Old Common Stock will receive
from the Exchange Agent instructions for the surrender of such certificate to
the Exchange Agent. No new certificates or cash in lieu of fractional shares
will be issued to a stockholder until such stockholder has surrendered to the
Exchange Agent such stockholder's outstanding certificates together with a
properly completed and executed letter of transmittal. Stockholders should not
destroy any stock certificate and should not submit any certificate until
requested to do so by the Company or the Exchange Agent.
No Appraisal Rights
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Under Delaware law, stockholders of the Company are not entitled to
appraisal rights with respect to the proposed Reverse Split.
Federal Income Tax Consequences
The following discussion generally describes certain federal income tax
consequences of the proposed Reverse Split to stockholders of the Company. The
following does not address any foreign, state, local tax or alternative minimum
income or other federal tax consequences of the proposed Reverse Split. The
actual consequences for each stockholder will be governed by the specific facts
and circumstances pertaining to such stockholder's acquisition and ownership of
the Common Stock.
Thus, the Company makes no representations concerning the tax
consequences for any of its stockholders and recommends that each stockholder
consult with such stockholder's own tax advisor concerning the tax consequences
of the Reverse Split, including federal, state and local or other income tax.
The Company has not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal income tax
consequences of the proposed Reverse Split. However, the Company believes that,
because the Reverse Split is not part of a plan to periodically increase a
stockholder's proportionate interest in the assets or earnings and profits of
the Company, the proposed Reverse Split will have the following income tax
effects:
1. A stockholder will not recognize taxable gain or loss as a result of
the Reverse Split, except to the extent a stockholder receives cash in lieu of
fractional shares. Cash payments in lieu of a fractional share of New Common
Stock should be treated as if the fractional share were issued to the
stockholder and then redeemed by the Company for cash. Generally, a stockholder
receiving such payment should recognize gain or loss equal to the difference, if
any, between the amount of cash received and the stockholder's basis in the
fractional share. Such gain or loss generally will be capital gain or loss.
2. In the aggregate, the stockholder's basis in New Common Stock will
equal his basis in the shares of Old Common Stock exchanged therefor (but not
including the basis allocated to a fractional share for which the stockholder is
entitled to receive cash), and such stockholder's holding period for New Common
Stock will include the holding period for Old Common Stock exchanged therefor if
the shares of Old Common Stock were capital assets in the hands of such
stockholder.
3. The proposed Reverse Split will constitute a reorganization within
the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Company will not recognize any gain or loss as a
result of the Reverse Split.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR" THE
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE
SPLIT AND TO REDUCE PROPORTIONATELY THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK.
STOCKHOLDER PROPOSALS AT THE COMPANY'S
NEXT ANNUAL MEETING OF STOCKHOLDERS
The 2001 Annual Meeting of Stockholders ("2001 Annual Meeting") is
anticipated to be held in November 2001. In order for stockholder proposals to
be included in the proxy materials for the Company's annual meeting of
stockholders for the year ending June 30, 2001, any such proposal must be
received by the Company at its executive offices not later than June 21, 2001
and meet all other applicable requirements for inclusion therein.
Notices of intention to present proposals at the 2001 Annual Meeting or
requests in connection therewith should be addressed to Speizman Industries,
Inc., 701 Griffith Road, Charlotte, North Carolina 28217, Attention: Corporate
Secretary.
Other Matters
Management does not know of any other business to come before the
Special Meeting. If, however, other matters do properly come before the Special
Meeting, it is the intention of the persons named in the enclosed proxy card to
vote on such matters in accordance with their best judgment.
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By order of the Board of Directors,
John C. Angelella
Secretary
Charlotte, North Carolina
January ____, 2001
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APPENDIX A
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
SPEIZMAN INDUSTRIES, INC.
It is hereby certified that:
1. The name of the Corporation (hereinafter called the "Corporation")
is Speizman Industries, Inc.
2. The Certificate of Incorporation of the Corporation is hereby
amended by Article Fourth (A) thereof and substituting the following in lieu of
the:
"Fourth: (A) The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 20,025,000
of which 25,000 shall be Preferred Stock of the par value of $100 a
share (hereinafter called the "Preferred Stock") and of which
20,000,000 shares shall be Common Stock of the par value of $.10 a
share (hereinafter called the "Common Stock"). Effective at the time of
filing this Certificate of Amendment of Certificate of Incorporation
with the Secretary of State of the State of Delaware, each ___________
(___) share of the Corporation's Common Stock issued and outstanding
shall, automatically and without any action on the part of the
respective holders thereof, be converted into one share of Common Stock
of the Corporation (the "Reverse Split"). No fractional shares shall be
issued, and, in lieu thereof, the Corporation shall pay in cash the
fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined in accordance with Section 155
of the Delaware General Corporation Law. From and after the filing of
this Certificate of Amendment, the amount of capital represented by the
shares of Common Stock which remain issued and outstanding after the
Reverse Split shall be the same as the amount of capital represented by
the shares of Common Stock issued and outstanding immediately prior to
the Reverse Split, until thereafter reduced or increased in accordance
with applicable law."
3. Pursuant to Section 242 of the General Corporation Law of the State
of Delaware, the proposed amendment of the Restated Certificate of Incorporation
as set forth in paragraph 2 hereinabove was adopted by the Board of Directors of
the Corporation on December 26, 2000 declaring said amendment to be advisable
and calling a meeting of the stockholders for consideration thereof. Thereafter,
a special meeting of the stockholders of said Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
4. The effective time of the amendment herein certified shall be
__________, 2001.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of
Amendment to be executed on its behalf by its duly authorized officer hereby
declaring and certifying that this is the act and deed of the Corporation and
that the facts stated herein are true.
SPEIZMAN INDUSTRIES, INC.
By:________________________
Robert S. Speizman
President
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SPEIZMAN INDUSTRIES, INC.
Proxy for Special Meeting of Stockholders to be
Held on February 14, 2001
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned revokes all previous proxies, acknowledges receipt of
the Notice of the Special Meeting of Stockholders to be held on February 14,
2001 and the Proxy Statement and appoints Robert S. Speizman and John C.
Angelella and each of them, the Proxy of the undersigned, with full power of
substitution, to vote all shares of Common Stock of Speizman Industries, Inc.
(the "Company"), which the undersigned is entitled to vote, either on his or her
own behalf or on behalf of any entity or entities, at the Special Meeting of
Stockholders of the Company to be held on February 14, 2001 at 11:00 a.m. at the
principal executive offices of the Company located at 701 Griffith Road,
Charlotte, North Carolina, and at any adjournment or postponement thereof, with
the same force and effect as the undersigned might or could do if personally
present thereat. The shares represented by this Proxy shall be voted as follows:
1. To approve an amendment of the Company's Certificate of Incorporation,
as amended, to effect a reverse stock split whereby the Company would
issue one new share of its Common Stock, par value $.10 per share, in
exchange for not less than two nor more than five outstanding shares of
its Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. The proxies are authorized to vote the shares represented by this proxy
in accordance with their judgment on such other business as may
properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy, if
signed and returned, will be voted FOR Item 1.
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 full corporate name by president or other authorized officers. If a
partnership, please sign in partnership name by authorized person.
DATED:_________________________________, 2001
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
