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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 Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Electroscope, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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ELECTROSCOPE, INC.
4828 Sterling Drive
Boulder, CO 80301
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held June 15, 2000
To Our Shareholders:
A Special Meeting of Shareholders of Electroscope, Inc., a Colorado
corporation (the "Company"), will be held at 10:00 A.M., Mountain Daylight Time,
on June 15, 2000, in the principal office of the Company, 4828 Sterling Drive,
Boulder, Colorado, for the following purposes, all of which are more completely
set forth in the accompanying Proxy Statement.
1. To approve changing the name of the Company to Encision Inc.;
2. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
All shareholders are cordially invited to attend the meeting, although only
shareholders of record at the close of business on June 1, 2000, will be
entitled to notice of, and to vote at, the meeting or any and all adjournments
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James Bowman
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James Bowman, President and
Chief Executive Officer
June 5, 2000
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. YOUR PROMPT RETURN OF THE PROXY WILL HELP TO ASSURE A QUORUM AT
THE MEETING AND AVOID ADDITIONAL COMPANY EXPENSE FOR FURTHER SOLICITATION.
YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
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ELECTROSCOPE, INC.
4828 STERLING DRIVE
BOULDER, CO 80301
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 2000
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Electroscope, Inc., a Colorado corporation
(the "Company"), for use at a Special Meeting of Shareholders of the Company to
be held at 10:00 A.M. Mountain Daylight Time, on June 15, 2000, in the principal
office of the Company at 4828 Sterling Drive, Boulder, Colorado 80301, and at
any and all adjournments of such meeting.
If the enclosed Proxy Card is properly executed and returned in time to be
voted at the meeting, the shares of Common Stock represented will be voted in
accordance with the instructions contained therein. Executed proxies that
contain no instructions will be voted in favor of the proposals. It is
anticipated that this Proxy Statement and the accompanying Proxy Card and Proxy
Notice will be mailed to the Company's shareholders on or about June 5, 2000.
Shareholders who execute proxies for the Special Meeting may revoke their
proxies at any time prior to their exercise by delivering written notice of
revocation to the Company, by delivering a duly executed Proxy Card bearing a
later date, or by attending the meeting and voting in person.
The costs of the meeting, including the costs of preparing and mailing the
Proxy Statement, Proxy Notice and Proxy Card, will be borne by the Company. The
Company may, in addition, use the services of its directors, officers and
employees to solicit proxies, personally or by telephone, but at no additional
salary or compensation. The Company will also request banks, brokers, and others
who hold shares of Common Stock of the Company in nominee names to distribute
annual reports and proxy soliciting materials to beneficial owners, and will
reimburse such banks and brokers for reasonable out-of-pocket expenses which
they may incur in so doing.
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to vote at the Special Meeting is
June 1, 2000. At the close of business on that day, there were 5,383,507
shares of no par value Common Stock (the "Common Stock") of the Company
outstanding and entitled to vote at the meeting.
QUORUM AND VOTING
The presence in person or by proxy of the holders of a majority of the
total issued and outstanding shares of Common Stock of the Company which are
entitled to be voted at the Special Meeting is necessary in order to constitute
a quorum for the meeting. The proposal to change the Company's corporate name
requires the affirmative vote of holders of a majority of the outstanding Common
Stock. Thus, an abstention from voting has the same effect on this matter as
does a vote against the proposal. Broker "non-votes" will not be counted for
purposes of attaining a quorum.
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ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the shareholder otherwise specifies in the
proxy card, will be voted (i) FOR approval of the corporate name change to
Encision Inc. and (ii) at the discretion of the proxy holders, on any other
matter that may properly come before the meeting or any adjournment thereof.
Where shareholders have appropriately specified how their proxies are to be
voted, they will be voted accordingly. If any other matter of business is
brought before the meeting, the proxy holders may vote the proxies at their
discretion. The directors do not know of any such other matter of business.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 2000, the number of
shares of the Company's Common Stock owned by any person who is known by the
Company to be the beneficial owner of more than 5% of the Company's voting
securities, by all individual Directors, by all Named Executive Officers and
by all Officers and Directors as a group:
<TABLE>
<CAPTION>
Shares Percent
Beneficially of
Beneficial Owner(2) Owned(1) Class
---------------- ------------ -------
<S> <C> <C>
Vern Kornelsen (6) 1,968,443 36.6%
David W. Newton (4) 306,944 5.7%
James A. Bowman (8) 230,000 4.3%
Roger C. Odell (3) 144,119 2.7%
All executive officers and directors as a group 2,649,506 49.2%
(4 Persons) (5)
Other Shareholders holding 5% or more:
CMED Partners LLLP(7) 1,830,222 34.0%
Timothy J. Wynne 340,000 6.3%
</TABLE>
(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of March 31, 2000, or within 60 days of
such date, are treated as outstanding when determining the percent of the class
owned by such individual and when determining the percent owned by the group.
Unless otherwise indicated, each person named or included in the group has sole
voting and investment power with respect to the shares of Common Stock set forth
opposite the shareholder's name.
(2) The address of each director and officer of the Company is 4828 Sterling
Drive, Boulder, CO 80301.
(3) Includes 2,200 shares issuable pursuant to currently exercisable options and
32,853 shares owned by Mr. Odell's children, for which he disclaims beneficial
ownership.
(4) Includes 2,000 shares issuable pursuant to currently exercisable options.
(5) Includes 9,200 shares issuable pursuant to currently exercisable options.
(6) Includes 100,005 shares owned directly, 38,216 shares owned by Enrox, Inc.,
of which Mr. Kornelsen is the Secretary and a Director and 1,830,222 shares
owned by CMED Partners LLLP, of which Mr. Kornelsen is the General Partner.
(7) The address of CMED Partners LLLP is 4605 Denice Drive, Englewood, Co 80111.
(8) Includes 5,000 shares issuable pursuant to currently exercisable options.
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APPROVAL OF CORPORATE NAME CHANGE
(PROXY ITEM # 1)
The Board of Directors recommends changing the name of the Company from
Electroscope, Inc. to Encision Inc. to reflect the significant change in the
Company's product line.
The Company has made major changes in all aspects of its business and
believes that a change in corporate identity through a new name is advisable.
The name Encision is a derivative of an international surgical term. The name
change would be implemented by an amendment to the Company's Articles of
Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE CORPORATE NAME
CHANGE.
OTHER MATTERS
Management of the Company knows of no other matters that may come before
the meeting. However, if any additional matters are properly presented at the
meeting, it is intended that the persons named in the enclosed Proxy, or their
substitutes, will vote such Proxy in accordance with their judgment on such
matters.
IN ORDER THAT YOUR SHARES MAY BE REPRESENTED, IF YOU DO NOT PLAN TO ATTEND
THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY. IN THE EVENT YOU
ARE ABLE TO ATTEND, WE WILL, IF YOU REQUEST, CANCEL THE PROXY.
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ELECTROSCOPE, INC.
SOLICITED BY THE BOARD OF DIRECTORS FOR A SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD JUNE 15, 2000
The undersigned hereby constitutes, appoints and authorizes James Bowman
and David W. Newton and each of them, the true and lawful attorneys and Proxies
of the undersigned with full power of substitution and appointment, for and in
the name, place and stead of the undersigned, to act for and vote as designated
below, all of the undersigned's shares of the no par value common stock of
Electroscope, Inc., a Colorado corporation, at a Special Meeting of Shareholders
to be held in the principal office of the Company, 4828 Sterling Drive, Boulder,
Colorado at 10:00 A.M., Mountain Daylight Time, on June 15, 2000, and at any and
all adjournments thereof, for the following purposes:
1. To approve changing the name of the Company to Encision Inc.
FOR AGAINST ABSTAIN
/ / / / / /
2. To transact such other business as may properly come before the meeting,
or any adjournment thereof.
FOR AGAINST ABSTAIN
/ / / / / /
The undersigned hereby revokes any Proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said attorneys and
Proxies may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL PROPOSALS. THIS PROXY CONFERS DISCRETIONARY AUTHORITY
IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF
THE NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement furnished herewith.
DATED: _____________, 2000.
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Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) shown hereon. Executors,
administrators, trustees, guardians and attorneys should indicate their capacity
when signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ELECTROSCOPE, INC. PLEASE SIGN AND RETURN THIS PROXY TO ELECTROSCOPE,
INC., ATTN: MARCIA MCHAFFIE, 4828 STERLING DRIVE, BOULDER, CO 80301.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF
YOU ATTEND THE MEETING.
