SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Rule 14a-11(c) or Rule 14a-12
ORBIT TECHNOLOGIES, 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined).
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
ORBIT TECHNOLOGIES INC.
CARLSBAD RESEARCH CENTER
5950 LA PLACE COURT , SUITE 140
CARLSBAD, CALIFORNIA 92008
TEL. (760) 918-9168 E-MAIL: [email protected]
FAX. (760) 918-9213
May 29, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors, you are cordially invited to attend
the Special Meeting of Stockholders to be held at the Holiday Inn By the Sea in
Carlsbad, California on Thursday, June 15, 2000, commencing at 10:00 a.m. We
look forward to the opportunity of greeting personally those stockholders who
are able to attend.
At the meeting, you are being asked to consider approval of a Settlement
Agreement consummated as a result of a case filed in the Superior Court of the
State of California, County of Los Angeles, Case No. BC167043, Richard
Benveniste et al., v. Orbit Technologies Inc. et al. A Summary of the Settlement
is attached with the proxy. The complete text of the settlement agreement will
be available at the Special Meeting. Your directors have proposed its adoption
and recommend approval of all the additional proposals.
You will also be asked to ratify actions of previous shareholders of the
Company, specifically authorizing 50 million shares of Common Stock and 1
million shares of Preferred Stock outstanding and also to increase to 100
million shares the number of common stock authorized and 2 million preferred
shares of the Company.
In addition, the Board recommends approval of a new name for the Company
of Technology Visions Group, Inc.
We will also ratify the use of Tabb, Conigliaro, and McGann as independent
accountants for the fiscal year 2000 and the Board of Directors for 2000.
FOR THE REASONS STATED HEREIN, YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" THE PROPOSALS.
During the course of the meeting, management will report on the current
activities of the Company and comment on its future plans. A discussion period
is also planned so that stockholders will have an opportunity to ask questions
and present their comments.
Please take a moment now to sign, date and mail your proxy in the enclosed
postage-paid envelope. Should you later decide to join us at the meeting, you
may withdraw your proxy at that time and vote in person.
Thank you for your interest and consideration.
Very truly yours,
James B. Lahey
Chairman and Chief Executive Officer
<PAGE>
IMPORTANT
Please sign and return your proxy card in the enclosed envelope to
authorize the voting of your shares.
ORBIT TECHNOLOGIES INC.
Notice of Special Meeting of Stockholders
To Stockholders:
The Special Meeting of Stockholders of Orbit Technologies Inc. will be
held in the Holiday Inn By the Sea, 850 Palomar Airport Road, Carlsbad,
California, 92008 on Thursday, June 15, 2000, at 10:00 a.m. for the following
purposes:
To approve the Settlement Agreement consummated as a result of a case
filed in the Superior Court of the State of California, County of Los Angeles,
Case No. BC167043, Richard Benveniste et al., v. Orbit Technologies Inc. et al.
To ratify the actions of previous shareholders of the Company,
specifically authorizing 50 million shares of Common Stock and 1 million shares
of Preferred Stock, and to ratify the increase in the authorized Common Stock to
100 million shares of Common Stock and 2 million shares of preferred stock.
To ratify the appointment of independent accountants, Tabb, Conigliaro &
McGann, P.C. for fiscal year 2000.
To change the name of the Company to "Technology Visions Group, Inc."
To approve the Board of Directors as listed for the year 2000.
Bonafide Stockholders of Record at the close of business on May 15, 2000,
will be entitled to vote at the meeting.
Secretary
<PAGE>
ORBIT TECHNOLOGIES, INC.
NOTICE OF SPECIAL MEETING TO BE HELD ON JUNE 15, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders (the "Special
Meeting") of ORBIT TECHNOLOGIES, INC., a Delaware corporation (the "Company" or
"Orbit"), will be held at the Holiday Inn By the Sea, 850 Palomar Airport Road,
in Carlsbad, California on Thursday, June 15, 2000, commencing at 10:00 a.m. for
the following purposes:
1. To consider and act upon a proposal to approve the Settlement Agreement
and Mutual Release between Richard Benveniste et al. and Orbit Technologies Inc.
et al, resolving the claims and cross-claims alleged in the Superior Court of
the State of California, County of Los Angeles, Case No. BC167043; and
2. To consider and act upon a proposal to approve and ratify a previous
vote of shareholders increasing the authorized amount of Common Stock to 50
million shares and the authorized amount of Preferred Stock to 1 million shares
for the Company; and
3. To consider and act upon a proposal to approve an increase in the
authorized amount of Common Stock of the Company to 100 million shares and the
authorized amount of Preferred Stock of the Company to 2 million shares for the
Company; and
4. To ratify the appointment of Tabb, Conigliaro & McGann, P. C. as
independent accountants for fiscal year 2000; and
5. To consider and act upon a proposal to approve a change of name for the
Company to Technology Visions Group, Inc.; and
6. To elect the entire Board of Directors for the Year 2000 for a term of
one year or until the next shareholder meeting; and
7. To consider and act upon any other matters which may properly come
before the Special Meeting and any adjournment thereof.
The Company's audited financial statements for the year ended December 31, 1999,
together with certain other information concerning the Company, are included in
the Company's Annual Report (Form 10-KSB), and a Summary of the Settlement in
the action Richard Benveniste et al. v. Orbit Technologies Inc. et al. which is
enclosed herewith.
A list of the stockholders entitled to vote at the Special Meeting will be open
for examination by any stockholder during ordinary business hours for a period
of ten days prior to the Special Meeting at the offices of the Company, 5950 La
Place Court, Suite 140, Carlsbad, California 92008, and will also be available
for examination at the Special Meeting.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT. STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO DATE, SIGN AND
MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
Any stockholder returning the enclosed proxy may revoke it prior to its exercise
by voting in person at the Annual Meeting or by filing with the Secretary of the
Company a written revocation or a duly executed Proxy bearing a later date.
By Order of the Board of Directors,
JAMES B. LAHEY
President and Chief Executive Officer
Carlsbad, California
May 29, 2000
<PAGE>
PROXY STATEMENT
ORBIT TECHNOLOGIES, INC.
CARLSBAD RESEARCH CENTER
5950 LA PLACE COURT, SUITE 140
CARLSBAD, CALIFORNIA 92008
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SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2000
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PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors of
ORBIT TECHNOLOGIES, INC., a Delaware corporation (the "Company" or "Orbit), for
use at the Company's 2000 Special Meeting of Stockholders to be held at the
Holiday Inn By the Sea, 850 Palomar Airport Road, in Carlsbad, California on
Thursday, June 15, 2000, commencing at 10:00 a.m., and at any and all
adjournments thereof (the "Special Meeting"), for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders. Any Stockholder has the
power to revoke his or her proxy at any time before it is voted. A proxy may be
revoked by delivering written notice of revocation to the Company at its
principal office, 5950 La Place Court, Suite 140, Carlsbad, California 92008, by
filing with the Secretary of the Company a duly executed written revocation of
the proxy or a proxy bearing a later date executed by the person executing the
prior proxy and presented to the meeting, or by attendance at the meeting and
voting in person. The solicitation of proxies is being made only by use of the
mails and the cost thereof will be borne by the Company. This Proxy Statement
and the Annual Report of the Company for the year ended December 31, 1999 will
be mailed on or about May 29, 2000 to each stockholder of record as of the close
of business on May 15, 2000.
The cost of preparing, assembling and mailing these proxy materials will be paid
by the Company. Following the mailing of this Proxy Statement, directors,
officers and regular employees of the Company may solicit proxies by mail,
telephone, telegraph or personal interview. Such persons will receive no
additional compensation for such services. Brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of the Company's common
stock of record will be requested to forward proxy material to the beneficial
owners of such shares.
When your proxy is returned properly signed, the shares represented will be
voted in accordance with your directions. Where specific choices are not
indicated, proxies will be voted pursuant to the recommendations of the Board of
Directors. If a proxy or ballot indicates that a stockholder or nominee abstains
from voting or that shares are not to be voted on a particular proposal, the
shares will not be counted as having been voted on that proposal, and those
shares will not be reflected in the final tally of the votes cast with regard to
that proposal, although such shares will be counted as in attendance at the
meeting for purposes of determining a quorum.
The required quorum for the Special Meeting is a majority of the shares
outstanding and entitled to vote at the Special Meeting.
PROPOSAL 1
RATIFICATION OF SETTLEMENT AGREEMENT
BETWEEN BENVENISTE ET AL. AND ORBIT TECHNOLOGIES, INC. ET AL
BACKGROUND
Benveniste et. al. v. Orbit et al. The action was filed on March 6, 1997 in the
Los Angeles Superior Court as Case No. BC167043. The action is to collect
principal, interest and other fees and damages relating to various promissory
notes executed between the plaintiffs and Orbit during 1995 aggregating $600,000
and loans made during 1992 aggregating $197,000.
<PAGE>
In December 1998, the parties entered into a settlement agreement, which
resolves all of the claims and the cross-claims. As part of the settlement,
approximately 5 million shares will be surrendered for cancellation by a variety
of parties including the Benvenistes. The Benvenistes have agreed to convert
debt to equity and will be issued approximately 5.7 million shares of stock.
This litigation is described in the Company's accompanying Annual Report, Form
10-KSB, to Stockholders for 1999 and the Summary of Settlement in the action
Benveniste et al. v. Orbit Technologies, Inc. et al. which is included as part
of the Proxy Statement. The entirety of the Settlement Agreement will be
available at the shareholder meeting.
VOTING SECURITIES
The Board of Directors maintains that the Company had approximately 32,799,702
shares of common stock, par value $0. 01 per share (the "Common Stock"),
outstanding on May 15, 2000. This number excludes shares claimed by Adrian
Joseph; et al.; Mikimak, Ltd, a Bahamian corporation controlled by Mr. Joseph;
and shares claimed by Tatum Singletary, et al., (the "Excluded Shares"). Under
an order dated October 21, 1997, the Excluded Shares have been held by the
Superior Court of California, County of San Diego to have been invalidly issued,
and to be null and void. The number of outstanding shares also does include
approximately 5,000,000 shares held by other persons which the Board maintains
were not validly issued.
Holders of record of shares of the Common Stock at the close of business on May
15, 2000 will be entitled to notice of and to vote at the Special Meeting and
will be entitled to one vote for each such share so held of record. Notice will
be provided to all shareholders of record on May 15, 2000 including persons who
may hold invalidly issued shares.
PROPOSAL 2
APPROVAL AND RATIFICATION OF A PREVIOUS VOTE OF SHAREHOLDERS INCREASING THE
AUTHORIZED SHARES OF THE COMPANY
This proposal is to ratify the actions of previous shareholders who acted on
behalf of the Company in previously increasing the authorized shares of Common
Stock of the Company. This action is directly related to the aforementioned
settlement.
PROPOSAL 3
INCREASE IN THE AUTHORIZED COMMON AND PREFERRED STOCK
The Board of Directors recommends this action in order to provide the Company
with sufficient latitude to deal with future fundings, acquisitions, or other
actions which may become available or necessary for the Company.
PROPOSAL 4
CHANGE OF COMPANY NAME TO TECHNOLOGY VISIONS GROUP, INC.
The Board of Directors recommends that the name of the Company be changed to
Technology Visions Group, Inc. This name is more in line with the Company's
philosophy and lends itself to the development or spin-off of other
technologies, which have resulted from the development of its Polymer
Encapsulation Technology (PET) or the result of other technologies that the
Company may develop or acquire.
<PAGE>
PROPOSAL 5
INDEPENDENT PUBLIC ACCOUNTANTS
Tabb, Conigliaro & McGann, P.C. has acted as the Company's independent public
accountants since the fiscal year ended December 31, 1993. The Company intends
to engage their services again to perform the 2000 audit. Tabb, Conigliaro &
McGann, P.C. has advised the Company that they have no direct or indirect
financial interest in the Company and its subsidiaries. Tabb, Conigliaro &
McGann, P.C. has not indicated to the Company that it is unwilling to serve
again as the Company's independent public accountants.
In connection with its audit reports for the two most recent years ended
December 31, 1999 and 1998 and the subsequent interim period through March 31,
2000, there have been no disagreements with Tabb, Conigliaro & McGann, P.C. on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.
The Company expects that a representative of Tabb, Conigliaro & McGann, P.C.
will be present at the Annual Meeting and that their representative will have
the opportunity to make a statement if he so desires and will also be available
to answer questions.
PROPOSAL 6
ELECTION OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for the affairs of the Company. The Board
has spent significant effort and time in re-structuring and solving numerous
problems created by and associated with the action of past Directors and
Officers of the Company. Presented below is information regarding the nominees
for the Board and compensation for services to the Company.
James B. Lahey became President and a director of the Company in March 1995.
From 1993 through 1994 he was President and Executive Vice President of
Sensotron, Inc., which develops technologically advanced transducer products.
From 1989 to 1992 he was Corporate Executive Vice President of W. S. Shamban &
Co., a manufacturer of engineered sealing systems. He has previously held senior
management positions with W. R Grace & Co. and Ausimont U.S.A. Mr. Lahey holds a
Bachelors degree in Civil Engineering from Manhattan College and is a registered
professional engineer in New York.
James A. Giansiracusa has been the Secretary of the Company since October 1993
and became Vice President-Operations in January 1994. Before joining the
Company, Mr. Giansiracusa was a Lieutenant Colonel in the United States Marine
Corps where his duties included command billets in both aviation and infantry.
He was also a consultant for Wackenhut Services International, an international
security firm, from 1991 to 1992. During Mr. Giansiracusa's military service he,
at times, was responsible for over 1,300 persons. Mr. Giansiracusa participated
in strategic planning relative to many global scenarios. Mr. Giansiracusa was
awarded a Master of Science degree in Systems Management from the University of
Southern California in 1983.
Ian C. Gent has been a consultant to the Company since September 1994. Mr. Gent
became Chief Financial Officer and a director of the Company in April 1995. He
has provided advice in the areas of investment banking, corporate structuring,
and organizational strategies. Mr. Gent has also assisted with securities
compliance and investor relations. Between 1989 and 1994 he was Vice President
and Director of the Canadian Commerce Group of Fleet Bank of New York, a member
of the Fleet Financial Group. In January 1994 he became President and Chief
Executive Officer of West Niagara Capital Corporation, a private Canadian
merchant banking company specializing in technology and real estate consulting.
During his 27 years in the securities and banking industries, he has held
positions as Vice President, Merrill Lynch Royal Securities in Canada, Managing
Director of a regional broker dealer, President and Chief Operating Officer of
Southern Tier Gas Producers, and President and Chief Executive Officer of GDM
Securities, a wholly owned subsidiary of Goldome Savings Bank. Mr. Gent has a
Bachelor of
<PAGE>
Science in Business Administration from Ashland College, Ohio and has completed
several advanced management and industry programs.
Dr. Stephen V. Prewett has been a consultant to the Company since July 1994 and
has provided technological assessment support, technology transfer guidance, and
license agreement negotiations. He became Vice President - Technology
Development in July 1994 and a director of the Company in April 1995. Dr.
Prewett has extensive nuclear industry experience and has served in a variety of
positions with the Department of Energy, including Senior Nuclear Engineer from
1976 to 1982. Dr. Prewett was also Director of Environmental Safety and Health
and Manager of Environmental Affairs with Gen Corp, a multi-national
manufacturing company from 1982 to 1984. Dr. Prewett's background includes
market assessment, identifying teaming partners for new technology
implementations, and strategy assessment to identify market trends and industry
growth areas. Dr. Prewett received a Bachelor of Science in Applied Physics
degree from East Carolina University, and Masters and Doctorate degrees from
Virginia Polytechnic Institute in Nuclear Science and Engineering.
William N. Whelen, Jr. was appointed a director of the Company in September
1996, filling the vacancy following the resignation of Mr. Joseph. Mr. Whelen
has spent the last thirty years in the investment banking business. He has
served with two Philadelphia firms, Suplee Mosley, Close and Kerner, and Jenney
Montgomery Scott. Today Mr. Whelen is a Director with S. A. Power Corporation
USA. He is a registered representative of Simon Securities, New Jersey. Mr.
Whelen has an electrical engineering degree from Widener University of Chester,
Pennsylvania.
There are no family relationships between any of the Company's directors and
officers. There are no arrangements or understandings between any director or
executive officer and any other person pursuant to which any person has been
elected or nominated as a director or executive officer.
For their services to the Company as directors, directors who are not officers
or employees of the Company will receive directors fees from the Company. The
fees to be paid to such directors will be $1000 per month and $1000 per meeting
($500 if a director participates by phone).
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR 2000 SPECIAL MEETING
Any proposal relating to a proper subject which a stockholder may intend to
present for action at the 2000 Special Meeting of Stockholders and which such
stockholder may wish to have included in the Company's proxy materials for such
meeting must, in accordance with the provisions of Rule 14a-8 promulgated under
the Securities Exchange Act of 1934, be received in proper form by the Company
at its principal executive office not later than close of business May 10, 2000.
It is suggested that any such proposal be submitted by certified mail, return
receipt requested.
OTHER BUSINESS
Management is not aware of any matters to come before the Annual Meeting other
than those stated in this Proxy Statement. However, inasmuch as matters of which
management is not now aware may come before the meeting or any adjournment
thereof, the proxies confer discretionary authority with respect to acting
thereon, and the persons named in such proxies intend to vote, act, and consent
in accordance with their best judgment with respect thereto.
Upon receipt of such proxies (in the form enclosed and properly signed) in time
for voting, the shares represented thereby will be voted as indicated thereon
and in this Proxy Statement.
By Order of the Board of Directors,
JAMES B. LAHEY,
President and Chief Executive Officer
Carlsbad, California
May 29, 2000
<PAGE>
ORBIT TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Orbit Technologies, Inc. (the "Company")
hereby nominates, constitutes and appoints James B. Lahey and James A.
Giansiracusa, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all common stock of Orbit
Technologies, Inc. which the undersigned is entitled to vote at a Special
Meeting of Stockholders of the Company ("the Special Meeting") to be held at the
Holiday Inn By the Sea, 850 Palomar Airport Road in Carlsbad,
California on June 15, 2000, at 10:00 a.m., and any and all adjournments
thereof, with respect to the matter described in the accompanying Proxy
Statement, and, in their discretion, on such other matters which may properly
come before the Special Meeting, as fully and with the same force and effect as
the undersigned might or could do if personally present, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A "VOTE FOR" THE PROPOSALS.
1. Approval of Settlement and Mutual Release Agreement between Richard
Benveniste et al., and Orbit Technologies Inc. et al.
VOTE FOR |_| VOTE AGAINST |_|
2. Approval of 50 million shares of Common Stock and 1 Million Shares of
Preferred Stock as authorized by previous shareholder actions.
VOTE FOR |_| VOTE AGAINST |_|
3. Approval of an increase in the authorized stock to 100 million shares of
Common Stock and 2 Million Shares of Preferred Stock.
VOTE FOR |_| VOTE AGAINST |_|
4. Approval of a name change for the Company to Technology Visions Group,
Inc.
VOTE FOR |_| VOTE AGAINST |_|
5. Approval of independent accountants Tabb, Conigliaro & McGann, P.C. for
the fiscal year 2000.
VOTE FOR |_| VOTE AGAINST |_|
6. Approval of the Board of Directors.
VOTE FOR |_| VOTE AGAINST |_|
(continued and to be signed on the reverse side)
<PAGE>
(continued from reverse side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE ON REVERSE SIDE.
THE PROXY CONFERS AUTHORITY TO VOTE AND UNLESS SPECIFIED OTHERWISE SHALL BE
VOTED FOR PURSUANT TO THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS FOR THE
PROPOSALS BY THE PROXY HOLDERS AT THEIR DISCRETION AS TO ANY OTHER MATTERS
PROPERLY TRANSACTED AT THE MEETING.
Dated:____________________________
__________________________________
(Please Print Name)
__________________________________
(Signature of Stockholder)
__________________________________
(Please Print Name)
__________________________________
(Signature of Stockholder)
(Please date this Proxy and sign
your name as it appears on your
stock certificates. Executors,
administrators, trustees, etc.,
should give their full titles. All
joint owners should sign.)
I (We) do ____ do not _______
expect to attend the meeting.
Number of persons _______________
