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 Rule 14a-11(c) or Rule 14a-12
GreenMan Technologies, Inc.
(Name of Registrant as Specified in its Charter)
GreenMan Technologies, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0- 11:
(4) Proposed maximum aggregate value of transaction:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
GREENMAN TECHNOLOGIES, INC.
7 Kimball Lane, Building A
Lynnfield, Massachusetts 01940
(781) 224-2411
--------------------------
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL
MEETING OF STOCKHOLDERS
March 12, 1998
----------------------
TO THE STOCKHOLDERS:
A Special Meeting in Lieu of Annual Meeting of Stockholders of GreenMan
Technologies, Inc., a Delaware corporation, will be held on Thursday, March 12,
1998, at 9:00 a.m., at The Sky Club, 200 Park Avenue, 56th Floor, New York, New
York 10166, for the following purposes:
1. To elect six (6) members of the Board of Directors.
2. To approve an amendment to the Company's Certificate of
Incorporation to create three classes of directors to serve
for staggered terms.
3. To approve an amendment to the Company's Certificate of
Incorporation to effect a reverse split of the Company's
Common Stock, $.01 par value per share (the "Common Stock"),
pursuant to which each five shares of Common Stock then
outstanding will be converted into one share.
4. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of
the Company's Common Stock from 20,000,000 to 50,000,000.
5. To consider and act upon a proposal to ratify the selection of
the firm of Wolf & Company, P.C. as independent auditors for
the fiscal year ending May 31, 1998.
6. To transact such other business as may properly come before
the meeting and any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on January 15,
1998 are entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. Any
stockholder attending the Annual Meeting may vote in person even if he or she
has returned a proxy.
By Order of the Board of Directors,
ROBERT H. DAVIS
Chief Executive Officer
February __, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHEROR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE BY RETURN MAIL.
<PAGE>
GREENMAN TECHNOLOGIES, INC.
7 Kimball Lane, Building A
Lynnfield, Massachusetts 01940
(781) 224-2411
--------------------------
PROXY STATEMENT
--------------------------
February __, 1998
Proxies in the form enclosed with this proxy statement are solicited by
the Board of Directors of GreenMan Technologies, Inc. (the "Company") for use at
the Special Meeting in Lieu of Annual Meeting of Stockholders (the "Meeting") to
be held on Thursday, March 12, 1998, at 9:00 a.m., at The Sky Club, 200 Park
Avenue, 56th Floor, New York, New York 10166.
Only stockholders of record as of January 15, 1998 will be entitled to
vote at the Meeting and any adjournments thereof. As of that date, 10,846,281
shares of Common Stock, $.01 par value, of the Company were issued and
outstanding. The holders of Common Stock are entitled to one vote per share on
any proposal presented at the Meeting. Stockholders may vote in person or by
proxy.
Execution of a proxy will not in any way affect a stockholder's right
to attend the Meeting and vote in person. Any stockholder giving a proxy has the
right to revoke it by notice to the Secretary of the Company at any time before
it is exercised.
The persons named as attorneys in the proxies are directors and
officers of the Company. All properly executed proxies returned in time to be
counted at the Meeting will be voted and, with respect to the election of the
Board of Directors, will be voted as stated below under "Election of Directors."
Any stockholder submitting a proxy has the right to withhold authority to vote
for any individual nominee to the Board of Directors by writing that nominee's
name on the space provided on the proxy. In addition to the election of
Directors, the stockholders will consider and vote upon proposals: (i) to
approve an amendment to the Company's Certificate of Incorporation to create
three classes of directors to serve for staggered terms; (ii) to approve an
amendment to the Company's Certificate of Incorporation to effect a reverse
split of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), pursuant to which each five shares of Common Stock then outstanding
will be converted into one share; (iii) to approve an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of the
Company's Common Stock from 20,000,000 to 50,000,000; and (iii) to ratify the
selection of Wolf & Company, P.C. as auditors, as further described in this
proxy statement. Where a choice has been specified on the proxy with respect to
the foregoing matters, the shares represented by the proxy will be voted in
accordance with the specification and will be voted FOR if no specification is
made.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to establish a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker non-votes are counted as present or represented
for purposes of determining the presence or absence of a quorum. A "non-vote"
occurs when a broker holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the broker does not have
discretionary voting power and has not received instructions from the beneficial
owner. Directors are elected by a plurality of the votes cast by stockholders
entitled to vote at the Meeting. The affirmative vote of the holders of a
majority of the Common Stock issued and outstanding is required for approval of
the proposed amendments to the Company's Certificate of Incorporation. All other
matters being submitted to stockholders require the affirmative vote of the
majority of shares present in person or represented by proxy at the Meeting. An
automated system administered by the Company's transfer agent tabulates the
votes. The vote on each matter submitted to stockholders is tabulated
separately. Abstentions are included in the number of shares present or
represented and voting on each matter.
The Board of Directors knows of no other matter to be presented at the
Meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken, shares represented by all proxies received by the
-1-
<PAGE>
Company will be voted with respect thereto in accordance with the judgment of
the persons named as attorneys in the proxies.
The Company's Annual Report, containing financial statements for the
fiscal year ended May 31, 1997, is being mailed contemporaneously with this
proxy statement to all stockholders entitled to vote. This proxy statement and
the form of proxy were first mailed to stockholders on or about the date above.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 31, 1997: (i) by each person
who is known by the Company to own beneficially 5% or more of the outstanding
shares of Common Stock; (ii) by each director and officer of the Company
(including any "group" as used in Section 13(d)(3) of the Securities Exchange
Act of 1934); and (iii) by all directors and officers of the Company as a group.
Unless otherwise indicated below, to the knowledge of the Company, all persons
listed below have sole voting and investment power with respect to their shares
of Common Stock, except to the extent authority is shared by spouses under
applicable law. As of May 31, 1997, there were issued and outstanding 6,873,296
shares of Common Stock.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name (1) Beneficially Owned(2) Class
- -------- --------------------- -----
<S> <C> <C>
Palomar Medical Technologies, Inc. (3) 1,690,000 17.23%
66 Cherry Hill Road, Beverly, MA 01915
Maurice E. Needham (4) 484,000 5.85%
James F. Barker (5) 390,300 4.78%
Joseph E. Levangie (6) 307,500 3.78%
Dhananjay G. Wadekar 539,083 6.64%
Lew F. Boyd (7) 25,000 --
Robert D. Maust -- --
Robert H. Davis -- --
All officers and directors as a group
(6 persons)(4,5,6,7) 1,206,800 14.40%
- ----------
<FN>
* Less than 1% of the outstanding Common Stock.
(1) Each person's address is care of GreenMan Technologies, Inc.,7 Kimball Lane, Building A,
Lynnfield, MA 01940 with the exception of Dhananjay Wadekar, whose address is c/o DynaGen Inc.,
99 Erie Street, Cambridge, MA 02139.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of Common Stock that an
individual or group has a right to acquire within 60 days pursuant to the exercise of options
or warrants are deemed to be outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person shown in the table.
(3) Consists of shares issuable upon conversion of the outstanding principal and accrued interest
on a 10% secured convertible promissory note and upon exercise of warrants to purchase Common
Stock.
(4) Includes 159,000 shares of Common Stock issuable pursuant to immediately exercisable stock
options and warrants. Also includes 20,000 shares of Common Stock owned by Mr. Needham's wife.
Does not include 399,500 shares of Common Stock issuable pursuant to outstanding stock options
and warrants that are not currently exercisable and 60,000 shares owned by Mr. Needham's adult
children, as to which he disclaims beneficial ownership.
(5) Includes 48,000 shares of Common Stock issuable pursuant to immediately exercisable stock
options and 4,000 shares of Common Stock issuable pursuant to immediately exercisable stock
options owned by Mr. Barker's wife. Does not include 1,000 shares of Common Stock issuable
pursuant to stock options owned by Mr. Barker's wife that are not immediately exercisable, and
137,700 shares owned by Cynthia M. Barker, Mr. Barker's adult daughter, as to which he
disclaims beneficial ownership. Also does not include 188,000 shares of Common Stock issuable
pursuant to outstanding stock options that are not currently exercisable.
(6) Includes 27,500 shares of Common Stock issuable pursuant to immediately exercisable stock
options and warrants. Does not include 352,000 shares of Common Stock issuable pursuant to
outstanding stock options and warrants that are not currently exercisable. Does not include
40,000 shares owned by Mr. Levangie's adult children, as to which he disclaims beneficial
ownership.
(7) Includes 25,000 shares of Common Stock issuable pursuant to immediately exercisable options.
Does not include 85,000 shares of Common Stock issuable pursuant to outstanding stock options
that are not currently
exercisable.
</FN>
</TABLE>
-2-
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
In the event that Proposal No. 2 is adopted and implemented, the Company's
Certificate of Incorporation and Bylaws will provide that the members of the
Board of Directors (the "Board") shall be classified as nearly as possible into
three classes, each with, as near as possible, one-third of the members of the
Board. A classified board is designed to assure continuity and stability in the
Board's leadership and policies. The Board also believes that a classified board
will assist the Board in protecting the interests of the Company's stockholders
in the event of an unsolicited offer for the Company. In the event Proposal No.
2 is adopted and implemented, Robert D. Maust and Jagruti Oza shall be
classified as Class I directors and shall serve until the 1999 Annual Meeting;
Maurice E. Needham and Robert H. Davis shall be classified as Class II directors
and serve until the 2000 Annual Meeting; and Joseph E. Levangie and Lew F. Boyd
shall be classified as Class III directors and serve until the 2001 Annual
Meeting. At each annual meeting following this initial classification and
election, the successors to the class of directors whose terms expire at that
meeting would be elected for a term of office to expire at the third succeeding
annual meeting after their election and until their successors have been duly
elected by the stockholders. Directors chosen to fill vacancies on a classified
board shall hold office until the next election of the class for which directors
shall have been chosen, and until their successors are duly elected by the
stockholders. Officers are elected by and serve at the discretion of the Board
of Directors, subject to their employment contracts.
If Proposal No. 2 is not adopted, the six (6) nominees will be nominated to
serve until the next Annual Meeting of Stockholders and until their successors
are elected.
The Company has established an Audit Committee consisting of Messrs.
Levangie and Boyd and a Compensation Committee consisting of Messrs. Needham and
Boyd . Shares represented by all proxies received by the Board of Directors and
not so marked to withhold authority to vote for any individual nominee will be
voted (unless one or both nominees are unable or unwilling to serve) FOR the
election of both nominees. The Board of Directors knows of no reason why any
such nominees should be unable or unwilling to serve, but if such should be the
case, proxies may be voted for the election of some other person or for fixing
the number of directors at a lesser number.
The following table sets forth for each nominee to be elected at the
Meeting and for each director whose term of office will extend beyond the
Meeting, the year each such nominee or director was first elected a director,
the positions currently held by each nominee or director with the Company, the
year each nominee's or director's term will expire and the class of director of
each nominee or director.
<TABLE>
<CAPTION>
Nominee's or Director's Name
and Year Nominee or Year Term Class of
Director First Became Director Position(s) Held Will Expire Director
- ------------------------------ ---------------- ----------- --------
<S> <C> <C> <C>
Maurice E. Needham Chairman of the Board 2000 II
1993
Robert H. Davis Chief Executive Officer and 2000 II
1997 Director
Joseph E. Levangie Chief Financial Officer, 2001 III
1993 Treasurer, Secretary
and Director
Robert D. Maust Director 1999 I
1997
Lew F. Boyd Director 2001 III
1992
Jagruti Oza Director Nominee 1999 I
</TABLE>
-3-
<PAGE>
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth all of the directors to be elected at the
Meeting, and the executive officers of the Company, their ages, and the
positions currently held by each such person with the Company.
<TABLE>
<CAPTION>
Name Age Position
---- ---- --------
<S> <C> <C>
Maurice E. Needham (1) .................. 57 Chairman of the Board of Directors
Robert H. Davis ........................ 54 Chief Executive Officer, Director
Joseph E. Levangie (2) .................. 52 Chief Financial Officer; Treasurer;
Secretary; Director
Robert D. Maust ......................... 59 Vice President of Operations, Director
Lew F. Boyd (1)(2) ...................... 52 Director
Jagruti Oza ............................. 37 Director Nominee
- --------------------
<FN>
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
</FN>
</TABLE>
MAURICE E. NEEDHAM has been Chairman of the Company since June 1993.
From June 1993 to July 21, 1997, Mr. Needham also served as Chief Executive
Officer of the Company. He also serves as Chairman of Dynaco Corporation
("Dynaco"), a manufacturer of flexible printed circuit boards which he founded
in 1987. Dynaco filed for an orderly liquidation under bankruptcy protection in
July 1993 and emerged from such protection in February 1994, as a division of
Palomar Medical Technologies, Inc., a Beverly, Massachusetts company engaged in
the development of advanced medical equipment. Prior to 1987, Mr. Needham spent
17 years at Hadco Corporation, a printed circuit board manufacturer, where he
served as President, Chief Operating Officer and Director.
ROBERT H. DAVIS has been Chief Executive Officer of the Company since
July 21, 1997, President of the Company since January 1, 1998 and a Director of
the Company since July 30, 1997. Prior to joining the Company, Mr. Davis served
as Vice President of Recycling for Browning-Ferris Industries, Inc. of Houston,
Texas ("BFI") since 1990. As an early leader of BFI's recycling division, Mr.
Davis grew that operation from startup to $650 million per year in profitable
revenues. A 25-year veteran of the recycling industry, Mr. Davis has also held
executive positions with Fibres International, Garden State Paper Company, and
SCS Engineers, Inc.
JOSEPH E. LEVANGIE has been Chief Financial Officer and a Director of
the Company since its inception and Treasurer and Secretary since June 1993. Mr.
Levangie is the founder and has been since its inception in 1981, the Chief
Executive Officer of JEL & Associates, which specializes in corporate finance
and business strategy and development. Mr. Levangie serves as a Director of
Nexar, Inc., publicly traded company.
LEW F. BOYD has been a Director of the Company since August 1994. Mr.
Boyd is the founder and has been since 1986 the Chief Executive Officer of
Coastal International, Inc., an international business development and
technology transfer firm.
ROBERT D. MAUST has been Vice President of Operations since August 1997
and was President of the Company's Recycling Operation from December 1996 to
August 1997 and a Director of the Company since July 30, 1997. Prior to joining
the Company, Mr. Maust was Vice President for BFI's tire recycling operations
from July 1991 to 1996 and was instrumental in growing that operation from 5
million tires/year to 22 million tires/year over a five year period. An
entrepreneur/manager with over ten years experience in tire recycling, Mr. Maust
was President of Maust Tire Recycling from 1988 to 1991, when he sold the
business to BFI and joined BFI as Vice President.
-4-
<PAGE>
JAGRUTI OZA has been since March 1995 the Vice President - Corporate
Planning of Public Service Enterprise Group ("PSEG") a holding company with $6
billion in annual revenues whose businesses include electric and gas utility
(Public Service Electric and Gas Company), international power development and
retail energy services. Since joining PSEG in 1991 Ms. Oza has held various
managerial positions including Regional Manager - Forsil Generation, overseeing
the operation of three power plants. Prior to joining PSEG, Ms. Oza was a
management consultant with Bain and Company (from 1987 to 1990) providing
strategic management services to multinational companies in the chemical
consumer products and retail service industries.
Board Meetings and Committees
The Board of Directors met ___ times during the fiscal year ended May
31, 1997. None of the Directors attended fewer than 75% of the meetings held
during the period. The Board of Directors also took action by unanimous written
consent in lieu of a meeting on ___ occasions during the fiscal year ended May
31, 1997. On July 30, 1997, the Board of Directors established a Compensation
Committee, consisting of Messrs. Needham and Boyd. The Compensation Committee,
sets the compensation of the Chief Executive Officer, reviews and approves the
compensation arrangements for all other officers of the Company. The
Compensation Committee did not meet during the fiscal year ended May 31, 1997.
On July 30, 1997 the Board of Directors established an Audit Committee
consisting of Messrs. Levangie and Boyd. The Audit Committee, reviews all
financial functions of the Company, including matters relating to the
appointment and activities of the Company's auditors. The Audit Committee did
not meet during the fiscal year ended May 31, 1997. The Board of Directors does
not currently have a standing nominating committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table summarizes the compensation paid or accrued by the
Company for services rendered during the years indicated to the Company's
Chairman and Chief Executive Officer, and its President. The Company did not
grant any restricted stock awards or stock appreciation rights or make any
long-term plan payouts during the years indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------- ------------
Fiscal Year Securities
Name and Ended Other Annual Underlying All Other
Principal Position May 31, Salary Bonus Compensation Options Compensation(2)
------------------ ------ ------ ----- ------------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Maurice E. Needham............ 1997 $72,691 $ -- -- 387,500 (3) $3,600
Chairman.................... 1996 42,924 -- $ 18,000 (1) -- --
1995 -- -- 36,000 (1) -- 2,850
James F. Barker (4)........... 1997 $83,600 $25,000 -- 175,000 (3) 11,764
President 1996 81,057 -- -- -- 7,804
1995 66,000 -- -- -- 3,383
- ----------
<FN>
(1) Represents consulting fees paid or accrued.
(2) Represents payments made to or on behalf of Mr. Barker in fiscal 1997 and 1996 for health insurance and
auto allowances. Represents payments in fiscal 1997 to Mr. Needham for auto allowances. In August 1994,
the Company forgave stock subscriptions receivable from Messrs. Needham and Barker for services rendered
during the Company's start-up operations.
(3) Represents options granted in July 1996. These options were repriced in December 1996. Does not include
111,000 warrants to purchase shares of common stock granted to Mr. Needham pursuant to the terms of a
loan made to the Company by Mr. Needham
(4) Mr. Barker resigned as a director and officer of the Company effective January 1, 1998.
</FN>
</TABLE>
The following table sets forth information concerning the value of unexercised
options as of May 31, 1997 held by the executives named in the Summary
Compensation Table above. No options were exercised by such executive officers
during the fiscal year ended May 31, 1997.
-5-
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES(1)
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at May 31, 1997 (1) at May 31, 1997 (2)
--------------------------- -------------------
Name Exercisable Unexercisable Exercisable Unexercisable
----- ----------- -------------- ------------ -------------
<S> <C> <C> <C> <C>
Maurice E. Needham.......................... 147,000 411,500 $28,440 $ 18,960
James F. Barker............................. 36,000 199,000 28,440 18,960
- ----------
<FN>
(1) There were no options exercised by any of the executive officers named in the Summary Compensation Table in
the twelve months ended May 31, 1997. The options granted to the executive officers became exercisable
commencing June 10, 1994, at an annual rate of 20% of the underlying shares of Common Stock. Includes 111,000
immediately exercisable warrants to purchase shares of common stock granted to Mr. Needham pursuant to the
terms of a loan made to the Company by Mr. Needham.
(2) Assumes that the value of shares of Common Stock is equal to $.88 per share, which was the closing bid price
of the Company's Common Stock as listed by NASDAQ on May 31, 1997.
</FN>
</TABLE>
Employment Agreements
In October 1995, the Company entered into three-year employment agreements
with each of Messrs. Needham, Barker and Levangie pursuant to which Messrs.
Needham and Levangie will receive a salary of $72,000 per annum and Mr. Barker
will receive a salary of $80,000 per annum. Any increases or bonuses will be
made at the discretion of the Board of Directors upon the recommendation of the
Compensation Committee. The agreements provide for the payment of six months
salary as a severance payment for termination without cause. Prior thereto,
Messrs. Needham and Levangie were compensated through consulting fees paid or
accrued by the Company for their services as officers of the Company.
In December 1996, the Company entered into a three-year employment
agreement with Mr. Robert D. Maust pursuant to which Mr. Maust will receive a
salary of $125,000 per annum. Any increases or bonuses will be made at the
discretion of the Board of Directors upon the recommendation of the Compensation
Committee. The agreement provides for the payment of twelve months salary as a
severance payment for termination without cause.
All of the Company's executive employees have executed confidentiality and
non-disclosure agreements concerning the Company's proprietary processes.
Stock Option Plan
The Company's 1993 Stock Option Plan (the "Plan") was adopted by the Board
of Directors on June 10, 1993 and approved by the stockholders on June 10, 1993.
Options granted under the Plan may be either (i) options intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"), or (ii) non-qualified
stock options. Incentive stock options may be granted under the Plan to
employees, including officers and directors who are employees. Non-qualified
options may be granted to employees, directors and consultants of the Company.
The Plan is administered by the Board of Directors. Under the Plan, the
Board has the authority to determine the persons to whom options will be
granted, the number of shares to be covered by each option, whether the options
granted are intended to be incentive stock options, the manner of exercise, and
the time, manner and form of payment upon exercise of an option. On June 7, 1996
a Special Meeting of Stockholders was held and the Company increased the total
number of shares of Common Stock reserved for issuance under the Plan to
1,000,000.
Incentive stock options granted under the Plan may not be granted at a
price less than the fair market value of the Common Stock on the date of grant
(or less than 110% of fair market value in the case of persons holding 10% or
more of the voting stock of the Company). Non-qualified stock options may be
granted at an exercise price established by the Board which may not be less than
85% of fair market value of the shares on the date of grant. Incentive stock
options granted under the Plan must expire no more than ten years from the date
of grant, and no more than five years from the date of grant in the case of
incentive stock options granted to an employee holding 10% or more of the voting
stock of the Company.
-6-
<PAGE>
As of May 31, 1997, there were 716,700 options granted and outstanding
under the Plan of which 137,500 options were exercisable at prices ranging from
$.09 to $1.00.
Non-Employee Director Stock Option Plan
On January 24, 1996, the Board of Directors of the Company adopted the 1996
Non-Employee Director Stock Option Plan ("Director Plan") and the Company's
stockholders' approved the Director Plan on June 7, 1996. The purpose of the
Director Plan is to promote the interests of the Company by providing an
inducement to obtain and retain the services of qualified persons who are not
officers or employees of the Company to serve as members of the Board of
Directors. The Board of Director has reserved 300,000 shares of common stock for
issuance and as of May 31, 1997, options to purchase 30,000 shares of Common
Stock have been granted under the Director Plan.
Each person who was a member of the Board of Directors on January 24, 1996,
and was not an officer or employee of the Company, was automatically granted an
option to purchase 10,000 shares of the Company's Common Stock. In addition,
after an individual's initial election to the Board of Directors, any director
who is not an officer or employee of the Company who continues to serve as a
director will automatically be granted on the date of the Annual Meeting of
Stockholders an additional option to purchase 10,000 shares of the Company's
Common Stock. The exercise price per share of options granted under the Director
Plan is 100% of the fair-market value of the Company's Common Stock on the
business day immediately prior to the date of the grant. Each option granted
under the 1996 Director Plan is immediately exercisable for a period of ten
years from the date of the grant.
SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on the Company's review of the copies of such forms
received by it or written representations from certain reporting persons, the
Company believe that during the year ended May 31, 1997, all filing requirements
applicable to its directors, executive officers and greater-than-10% beneficial
owners were met.
PROPOSAL NO. 2
TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION TO CREATE THREE CLASSES OF DIRECTORS
On July 30, 1997, subject to stockholder approval, the Board of
Directors voted to amend (the "Amendments") the Certificate of Incorporation and
Bylaws of the Corporation to establish three classes of directors, each class
ordinarily to serve for three year terms. As proposed, the Class I directors
will serve until the Annual Meeting of Stockholders to be held in 1999, the
Class II directors will serve until the Annual Meeting of Stockholders to be
held in 2000 and the Class III directors will serve until the Annual Meeting of
Stockholders to be held in 2001.
The Amendments, if approved by the stockholders, would become effective
upon the filing of a Certificate of Amendment with the Secretary of State of
Delaware, which is expected to be made shortly following the adoption of the
Amendments at the meeting. If the Amendment is approved, the Bylaws and
Certificate of Incorporation will be amended to carry out the purposes of the
Amendments and to eliminate provisions in the Bylaws and Certificate of
Incorporation that are inconsistent with the purposes of the Amendments.
Approval of the Amendments by the stockholders will constitute their approval
and adoption of such changes to the Bylaws and Certificate of Incorporation.
THE BOARD BELIEVES THAT ADOPTION OF THESE AMENDMENTS IS IN THE BEST INTEREST OF
THE STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL OF THE AMENDMENT.
Purposes and Effects of the Amendments. The Amendments are designed to
make it more time-consuming to change majority control of the Board without its
consent, and thus to reduce the vulnerability of the Company to an unsolicited
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takeover proposal that does not contemplate the acquisition of al of the
Company's outstanding shares, or to an unsolicited proposal for the
restructuring or sale of all or party of the Company. The Board believes that
the Amendment will serve to encourage any person intending to attempt such a
takeover to negotiate with the Board and that the Board will therefore be better
able to protect the interests of the stockholders.
The Amendments are intended to encourage persons seeking to acquire
control of the Company to initiate such an acquisition through arm's length
negotiations with the Board. The Amendments could also have the effect of
discouraging a third party from making a partial tender offer, including an
offer at a substantial premium over the then-prevailing market value of those
shares of capital stock of the Company then issued and outstanding and entitled
to vote on such matters (the "Voting Stock"), or otherwise attempting to obtain
control of the Company, even though such an attempt might be beneficial to the
Company and its stockholders. In addition, since the Amendments are designed to
discourage accumulations of large blocks of the Voting Stock by purchasers whose
objective is to have such Voting Stock repurchased by the Company at a premium,
adoption of the Amendments could tend to reduce any temporary fluctuations in
the market price of the Voting Stock which are caused by such accumulations.
Accordingly, stockholders could be deprived of certain opportunities to sell
their stock at a temporarily higher market price. The Amendments may also
discourage or make more difficult or expensive a proxy contest or merger
involving the Company or a tender offer, open market purchase program or other
purchases of Voting Stock which a majority of stockholders may deem to be in
their best interests or which may give stockholders the opportunity to realize a
premium over the prevailing market price of their stock.
Description of the Amendments. The full text of the Certificate of
Incorporation and Bylaws, as amended to include the proposed Amendments, are
included in this Proxy Statement as Exhibits I and II respective. The following
description of the Amendments is qualified in its entirety by reference to
Exhibits I and II.
Classification of the Board. The Company's Bylaws currently provide
that the number of directors which shall constitute the whole Board shall not be
less than one (1) and that the number of directors shall be determined by
resolution of the Board. The Bylaws currently provide that all directors are to
be elected to the Board annually for a term of one (1) year.
The Amendments provide that the Board shall be divided into three
classes of directors, each class to be as equal as possible in number of
directors. In the event of any change in the authorized number of directors, the
number of directors in each class shall be adjusted in the discretion of the
Board, so that thereafter each of the three classes shall be composes, as nearly
as may be possible, of one-third of the authorized number of directors
constituting the entire Board shall shorten the term of any incumbent director,
and any decrease in the authorized number of directors constituting the entire
Board shall become effective only as and when the term or terms of office of the
class or classes of directors affected thereby shall expire, or a vacancy or
vacancies in such class or classes shall occur.
The Bylaws currently provide that a vacancy on the Board, including a
vacancy created by an increase in the authorized number of directors or by
reason of death, resignation, retirement, or other cause, may be filled by a
majority of the directors then in office, and that the director so chosen shall
serve until the annual meeting next after his election, and until his successor
is elected and qualified. If the Amendments are adopted, the Certificate of
Incorporation will provide, and the Bylaws will retain the provision, that a
vacancy on the Board which occurs, including a vacancy created by an increase in
the number of directors or by reason of death, resignation, retirement,
disqualification, removal from office or other cause, may be filed by a majority
of the remaining directors. However, the Certificate of Incorporation and the
Bylaws, as amended, will provide that any new director elected to fill a vacancy
on the Board will serve for the remainder of the term of the class in which the
vacancy occurred rather than until the next election of directors.
PROPOSAL NO. 3
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO EFFECT ONE-FOR-FIVE REVERSE STOCK SPLIT
The Board of Directors has adopted a resolution declaring the
advisability of, and submitting to the stockholders for approval, a proposal to
amend the Company's Certificate of Incorporation (the "Proposed Amendment") to
effect a reverse split of the Company's Common Stock, pursuant to which each
five shares of Common Stock will be automatically converted into one share
without any action on the part of the stockholder (the "Reverse Split"). The
text of the Proposed Amendment is set forth in Exhibit A to this Proxy
Statement.
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Consummation of the Reverse Split will not change the number of shares
of Common Stock authorized by the Company's Certificate of Incorporation, which
will remain at 20,000,000 shares (or 50,000,000 shares if Proposal 4 is
approved) or the par value of the Common Stock per share. The Reverse Split will
become effective as of 5:00 p.m., Boston time (the "Effective Date"), on the
date that the certificate of amendment to the Company's Certificate of
Incorporation is filed with the Secretary of State of Delaware. If for any
reason the Board of Directors deems it advisable, the Proposed Amendment may be
abandoned at any time before the Effective Date, whether before or after the
Meeting (even if such proposal has been approved by the Stockholders).
In lieu of issuing less than one whole share resulting from the Reverse
Split to holders of an odd number of shares, the Company will determine the fair
value of each outstanding share of Common Stock held on the Effective Date of
the Reverse Split (the "Fractional Share Purchase Price"). The Company currently
anticipates that the Fractional Share Purchase price will be based on the
average daily closing bid price per share of the Common Stock as reported by the
primary trading market for the Company's Common Stock for the ten (10) trading
days immediately preceding the Effective Date. In the event the Company
determines that unusual trading activity would cause such amount to be an
inappropriate measure of the fair value of the Common Stock, the Company may
base the Fractional Share Purchase Price on the fair market value of the Common
Stock as reasonably determined in good faith by the Board of Directors of the
Company. Stockholders who hold an odd number of shares on the Effective Date
will be entitled to receive, in lieu of the less than one whole share arising as
a result of the Reverse Split, cash in the amount of the relevant portion of the
Fractional Share Purchase Price.
As soon as practical after the Effective Date, the Company will mail a
letter of transmittal to each holder of record of a stock certificate or
certificates which represent issued Common Stock outstanding on the Effective
Date. The letter of transmittal will contain instructions for the surrender of
such certificate or certificates to the Company's designated exchange agent in
exchange for certificates representing the number of whole shares of Common
Stock (plus the relevant portion of the Fractional Share Purchase price, if any)
into which the shares of Common Stock have been converted as a result of the
Reverse Split. No cash payment will be made or new certificate issued to a
stockholder until he has surrendered his outstanding certificates together with
the letter of transmittal to the Company's exchange agent. See "--Exchange of
Stock Certificates."
THE BOARD OF DIRECTORS BELIEVES THE ADOPTION OF THE PROPOSED AMENDMENT IS IN
THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE PROPOSED AMENDMENT.
Purpose of the Reverse Split
The Company's shares of Common Stock have been listed, and have traded,
on the Nasdaq Small Cap Market ("Nasdaq") since October 1995 when the Company
completed its initial public offering. On December 23, 1997, the Company
received a notice from The Nasdaq Stock Market, Inc. ("NASDAQ") stating that the
Company's securities would be delisted from Nasdaq if in the 90 day period
ending March 23, 1998, the Company could not demonstrate compliance with the
minimum $1.00 bid price for ten consecutive trading days or alternatively
demonstrate that the Company's capital and surplus and market value of the
public float equal or exceed $2,000,000 and $1,000,000, respectively for ten
consecutive trading days (the "Capital/Surplus Criteria").
The Company is currently exploring a number of potential transactions
designed to enable the Company to meet these criteria. However, there can be no
assurance that the Company will consummate any of such transactions or that the
consummation of any of such transactions would result in the Company complying
with the maintenance requirements.
The Company believes that if the Reverse Split is approved by the
stockholders at the Meeting, and the Reverse Split is effectuated, the Company's
shares of Common Stock will have a minimum bid price in excess of $1.00 per
share, and therefore will satisfy one of the aforementioned alternative listing
maintenance criteria. The Company is also currently exploring alternatives to
permit it to meet the Capital/Surplus Criteria even if the price per share of
the Common Stock does not increase. There can be no assurance, however, that the
Company will be successful in meeting these maintenance criteria or, that, even
if either listing criteria is met, NASDAQ will continue to list the Company's
Common Stock on the Nasdaq if the Company is unable to comply with existing
maintenance requirements.
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If the Reverse Split is not approved by the stockholders at the
Meeting, then it is unlikely that the Company will meet the new listing
criteria. The delisting of the Company's Common Stock from the Nasdaq could
adversely affect the liquidity of the Company's Common Stock and the ability of
the Company to raise capital. In such event, the shares of Common Stock will
likely be quoted in the "pink sheets" maintained by the National Quotation
Bureau, Inc. or the NASD Electronic Bulletin Board and the spread between the
bid and ask price of the shares of Common Stock is likely to be greater than at
present and stockholders may experience a greater degree of difficulty in
engaging in trades of shares of Common Stock.
In addition, the Board of Directors further believes that low trading
prices of the Company's Common Stock may have an adverse impact upon the
efficient operation of the trading market in the securities. In particular,
brokerage firms often charge a greater percentage commission on low-priced
shares that than which would be charged on a transaction in the same dollar
amount of securities with a higher per share price. A number of brokerage firms
will not recommend purchases of low-priced stock to their client to make a
market in such shares, which tendencies may adversely affect the Company.
Stockholders should note that the effect of the Revere Split upon the
market prices for the Company's Common Stock cannot be accurately predicted. In
particular, there is no assurance that prices for shares of the Common Stock
after the Reverse Split will be five times the prices for shares of the Common
Stock immediately prior to the Reverse Split. Furthermore, there can be no
assurance that the proposed Reverse Split will achieve the desired results which
have been outlined above, nor can there be any assurance that the Reverse Split
will not adversely impact the market price of the Common Stock or,
alternatively, that any increased price per share of the Common Stock
immediately after the proposed Reverse Split will be sustained for any prolonged
period of time. In addition, the Reverse Split may have the effect of creating
odd lots of stock for some stockholders and such odd lots may be more difficult
to sell or have higher brokerage commissions associated with the sale of the
such odd lots.
Effect of the Reverse Split
As a result of the Reverse Split, the number of whole shares of Common
Stock held by stockholders of record as of the close of business on the
Effective Date will be equal to the number of shares of Common Stock held
immediately prior to the close of business on the Effective Date divided by
five, plus cash in lieu of any fractional share. The Reverse Split will not
affect a stockholder's percentage ownership interest in the Company or
proportional voting power, except for minor differences resulting from the
payment of cash in lieu of fractional shares. The rights and privileges of the
holders of shares of Common Stock will be unaffected by the Reverse Split. The
par value of the Common Stock will remain at $.01 per share following the
Effective Date of the Reverse Split, and the number of shares of Common Stock
issued will be reduced. Consequently, the aggregate par value of the issued
Common Stock also will be reduced. In addition, the number of authorized but
unissued shares of Common Stock will be increased by the Reverse Split, the
issuance of which may have the effect of diluting the earnings per share and
book value per share, as well as the stock ownership and voting rights, of
outstanding Common Stock. As the Reverse Split will increase the number of
authorized but unissued shares of Common Stock, it may be construed as having an
anti-takeover effect by permitting the issuance of shares to purchasers who
might oppose a hostile takeover bid or oppose any efforts to amend or repeal
certain provisions of the Company's Certificate of Incorporation or By-laws.
Stockholders have no right under Delaware law or under the Company's
Certificate of Incorporation or Bylaws to dissent from the Reverse Split.
The Common Stock is currently registered under Section 12(g) of the
Exchange Act and as a result, the Company is subject to the periodic reporting
and other requirements of the Exchange Act. The Reverse Split will not affect
the registration of the Common Stock under the Exchange Act, and the Company has
no current intention of terminating its registration under the Exchange Act.
Upon consummation of the Reverse Split, the total number of shares
currently reserved for grants of stock options and all stock options previously
granted would be decreased proportionately. The cash consideration payable per
share upon exercise of the stock options would be increased proportionately.
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Exchange of Stock Certificates
As soon as practicable after the Effective Date, the Company intends to
require stockholders to exchange their stock certificates ("Old Certificates")
for new certificates ("New Certificates") representing the number of whole
shares of Common Stock into which their shares of Common Stock have been
converted as a result of the Reverse Split (as well as cash in lieu of
fractional shares resulting from the reverse split). Stockholders will be
furnished with the necessary materials and instructions for the surrender and
exchange of stock certificates at the appropriate time by the Company's transfer
agent. Stockholders will not be required to pay a transfer or other fee in
connection with the exchange of certificates. STOCKHOLDERS SHOULD NOT SUBMIT ANY
CERTIFICATES TO THE TRANSFER AGENT UNTIL REQUESTED TO DO SO.
Federal Income Tax Consequences of the Reverse Split
The following description of the material federal income tax
consequences of the Reverse Split is based upon the Internal Revenue Code of
1986, as amended, the applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices all as in
effect on the date of this Proxy Statement. 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 Reverse Split. This
discussion is for general information only and does not discuss consequences
which may apply to special classes of taxpayers (e.g., non-resident aliens,
broker-dealers or insurance companies) and does not discuss the tax consequences
under the laws of any foreign, state or local jurisdictions. Stockholders are
urged to consult their own tax advisors to determine the particular consequences
to them.
In general, the federal income tax consequences of the proposed Revere
Split will vary among stockholders depending upon whether they receive the
Fractional Share Purchase Price or solely New Certificates in exchange for Old
Certificates. The Company believes that because the Reverse Split is not part of
a plan to increase periodically a stockholder's proportionate interest in the
Company's assets or earnings and profits, the Reverse Split probably will have
the following federal income tax effects:
1. A stockholder who receives solely New Certificates will not
recognize gain or loss on the exchange. In the aggregate, the stockholder's
basis in the Common Stock represented by New Certificates will equal the
holder's basis in the Common Stock represented by Old Certificates.
2. A stockholder who receives a portion of the Fractional Share
Purchase Price as a result of the Reverse Split will generally be treated as
having received the payment as a distribution in redemption of the Fractional
Share, as provided in Section 302(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). Each affected stockholder will be required to consult such
stockholder's own tax advisor for the tax effect of such redemption (i.e.,
exchange or dividend treatment) in light of such stockholder's particular facts
and circumstances.
3. The Reverse Split will constitute a reorganization within the
meaning of Section 368(a)(1)(E) of the Code, and the Company will not recognize
any gain or loss as a result of the Reverse Split.
PROPOSAL NO. 4
PROPOSAL TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has resolved to recommend to the stockholders
that the Company amend the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 20,000,000 to 50,000,000
shares. Shares of the Company's Common Stock, including the additional shares
proposed for authorization, do not have preemptive or similar rights.
If this proposal is approved and after giving effect to shares reserved
for issuance under the Company's stock plans, and shares reserved for issuance
upon the exercise of outstanding warrants, options and other commitments, the
Board of Directors will have the authority to issue approximately an additional
o (as of November 30, 1997) shares of Common Stock without further stockholder
approval. The Board of Directors of the Company believes that the increase in
the number of authorized shares of Common Stock is in the best interests of the
Company and its stockholders. The Board of Directors believes that the
authorized Common Stock should be increased to provide sufficient shares for
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such corporate purposes as may be determined by the Board of Directors to be
necessary or for such corporate purposes as may be determined by the Board of
Directors to be necessary or desirable. These purposes may include facilitating
broader ownership of the Company's Common Stock by effecting a stock split or
issuing a stock dividend, raising capital or acquiring technology rights through
the sale of stock, or attracting or retaining valuable employees by the issuance
of stock options, although the Company at present has no commitments, agreements
or undertakings obligating the Company to issue any such additional shares. The
Board of Directors, however, considers the authorization of additional shares of
Common Stock advisable to ensure prompt availability of shares for issuance
should the occasion arise.
Under the Delaware General Corporation Law, the Board of Directors
generally may issue authorized but unissued shares of Common Stock without
further stockholder approval. The Board of Directors does not currently intend
to seek stockholder approval prior to any future issuance of additional shares
of Common Stock, unless stockholder action is required in a specific case by
applicable law, the rules of any exchange or market on which the Company's
securities may then be listed, or the Charter or By-Laws of the Company then in
effect. Frequently, opportunities arise that require prompt action, and the
Company believes that delay necessitated for stockholder approval of a specific
issuance could be to the detriment of the Company and its stockholders.
The Board of Directors believes that the increase in the number of
authorized shares of undesignated Common Stock is in the best interests of the
Company and its stockholders, since the complexity of modern business financing
requires greater flexibility in the Company's capital structure than now exists.
The additional Common Stock to be authorized would be available for issuance
from time to time for any proper corporate purpose, including public or private
sale for cash as a means of obtaining capital for the use in the Company's
business or for the acquisition by the Company of other businesses or assets.
The Board of Directors believes that having additional shares of Common Stock
will provide the flexibility and facility for finding financing sources quickly
consummating any such transaction. Additionally, from time to time, the Company
is involved in various discussions with other companies relating to the
acquisition of complementary products or services, or other forms of business
combinations involving the Company. However, the Company has no present
commitments or agreements relating to any potential acquisitions or financing.
The Board of Directors, however, consider the authorization of such additional
shares advisable to ensure prompt availability of shares for issuance should the
occasion arise.
The additional shares of Common Stock authorized for issuance pursuant
to this proposal will have the rights and privileges which the presently
outstanding shares of Common Stock possess under the Company's Charter. The
increase in authorized shares would not affect the terms or rights of holders of
existing shares of Common Stock. The rights of the holders of Common Stock,
however, are subordinate to the rights of the holders of the Preferred Stock in
certain instances. All outstanding shares of Common Stock would continue to have
one vote per share on all matters to be voted on by the stockholders, including
the election of directors.
The issuance of any additional shares of Common Stock by the Company
may, depending on the circumstances under which those shares are issued, reduce
stockholders' equity per share and may reduce the percentage ownership of Common
Stock of existing stockholders. The Company expects, however, to receive
consideration for any additional shares of Common Stock issued, thereby reducing
or eliminating the economic effect to each stockholder of such dilution.
The authorized but unissued shares of Common Stock could be used to
make more difficult a change in control of the Company. For example, such shares
could be sold to purchasers who might side with the Board of Directors in
opposing a takeover bid that the Board determines not to be in the best
interests of the Company and its stockholders. Such a sale could have the effect
of discouraging an attempt by another person or entity, through the acquisition
of a substantial number of shares of the Company's Common Stock, to acquire
control of the Company, since the issuance of new shares could be used to dilute
the stock ownership of the acquirer. Neither the Charter nor By-Laws of the
Company now contain any provisions that are generally considered to have an
anti-takeover effect, and the Board of Directors does not now plan to propose
any anti-takeover measures in future proxy solicitations. The Company is not
aware of any pending or threatened efforts to obtain control of the Company, and
the Board of Directors has no current intention to use the additional shares of
Common Stock to impede a takeover attempt.
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Approval of the amendment to increase the number of authorized shares
of Common Stock will require the affirmative vote of the holders of a majority
of the outstanding shares of Common Stock of the Company represented in person
or by proxy and entitled to vote at the Meeting. Abstentions will have the same
effect as a vote against the proposal; broker non-votes will have no outcome on
the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
AMENDMENT TO THE COMPANY'S CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 20,000,000 TO 50,000,000 SHARES.
PROPOSAL NO. 5
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Wolf & Company, P.C.,
independent certified public accountants, to serve as auditors for the fiscal
year ending May 31, 1998. Wolf & Company, P.C. has acted as the Company's
independent auditor since its inception. It is expected that a member of Wolf &
Company, P.C. will be present at the Annual Meeting of Stockholders with the
opportunity to make a statement if so desired and will be available to respond
to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF ITS
SELECTION OF WOLF & COMPANY, P.C. AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING MAY 31, 1998.
TRANSACTION OF OTHER BUSINESS
The Board of Directors of the Company knows of no other matters which
may be brought before the Annual Meeting. If any other matters properly come
before the Annual Meeting, or any adjournment thereof, it is the intention of
the persons named in the accompanying form of Proxy to vote the Proxy on such
matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement
to be mailed to all stockholders entitled to vote at the next annual meeting of
stockholders of the Company must be received at the Company's principal
executive offices not later than May 31, 1998. In order to curtail controversy
as to the date on which a proposal was received by the Company, it is suggested
that proponents submit their proposals by Certified Mail Return Receipt
Requested.
EXPENSES AND SOLICITATION
The cost of solicitation by proxies will be borne by the Company, and
in addition to directly soliciting stockholders by mail, the Company may request
banks and brokers to solicit their customers who have stock of the Company
registered in the name of a nominee and, if so, will reimburse such banks and
brokers for their reasonable out-of-pocket costs. Solicitation by officers and
employees of the Company may be made of some stockholders in person or by mail
or telephone.
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<PAGE>
SOLICITED BY THE BOARD OF DIRECTORS
GREENMAN TECHNOLOGIES, INC.
SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
March 12, 1998
PROXY
The undersigned stockholder of GreenMan Technologies, Inc. (the "Company")
hereby appoints Robert H. Davis and Joseph E. Levangie, and each of them acting
singly, with power of substitution, the attorneys and proxies of the undersigned
and authorizes them to represent and vote on behalf of the undersigned, as
designated, all of the shares of capital stock of the Company that the
undersigned is entitled to vote at the Special Meeting in Lieu of Annual Meeting
of Stockholders of the Company to be held on March 12, 1998, and at any
adjournment or postponement of such meeting for the purposes identified on the
reverse side of this proxy and with discretionary authority as to any other
matters that properly come before the Special Meeting, in accordance with and as
described in the Notice of Special Meeting of Stockholders and Proxy Statement.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If this proxy is returned without direction being
given, this proxy will be voted FOR all proposals.
SEE REVERSE
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE) SIDE
<PAGE>
|X| Please mark
votes as in
this example.
The Board of Directors recommends a vote FOR proposals 1, 2, 3, 4 and 5.
FOR WITHHOLD
1. Election of six Directors: |_| |_|
Nominees: Maurice E. Needham WITHHOLD FOR NOMINEE BELOW:
Robert H. Davis
Joseph E. Levangie
Robert D. Maust
Lew F. Boyd
Jagruti Oza
FOR AGAINST ABSTAIN
2. Approve an Amendment to the Company's |_| |_| |_|
Certificate of Incorporation to create
three classes of directors to serve
for staggered terms.
3. Approve an amendment to the Company's |_| |_| |_|
Certificate of Incorporation authorizing a
one for five reverse stock split.
4. Approve an amendment to the Company's |_| |_| |_|
Certificate of Incorporation increasing the
authorized shares of Common Stock
5. Ratify the appointment of Wolf & Company, |_| |_| |_|
P.C. as independent auditors.
MARK HERE FOR MARK
ADDRESS CHANGE |_| HERE FOR |_|
AND NOTE BELOW COMMENTS
Please sign exactly as your name appears on stock certificate. If acting as
attorney, executor, trustee, guardian or in other representative capacity, sign
name and title. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. If held jointly, both parties must sign
and date.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature:____________________________________ Date:______________________
Signature:____________________________________ Date:______________________
