<PAGE>
SCHEDULE 14A
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 Section 240.14a-11(c) or Section 240.14a-12
CAM DESIGNS, 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:
-----------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------
<PAGE>
(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>
CAM DESIGNS INC.
Birmingham Road
Allesley
Coventry, England CV59QE
Notice of Annual Meeting of Stockholders
To Be Held November 26, 1997
To the Stockholders of CAM Designs Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CAM Designs
Inc., a Delaware corporation (the "Company"), will be held at 10:00 a.m. (New
York time) on Wednesday, November 26, 1997 at the offices of Hartman & Craven
LLP, 460 Park Avenue, Suite 1100, New York, New York 10022, to consider and act
upon the following matters:
(1) To elect five directors to serve for the ensuing year; and
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record of the Company at the close of business on October
24, 1997 will be entitled to notice of and to vote at the meeting or any
adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS URGES YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED ENVELOPE.
By Order of the Board of Directors,
s/Robert A. Righton
Robert A. Righton
Secretary
New York, New York
Dated: October 27, 1997
<PAGE>
CAM DESIGNS INC.
Birmingham Road
Allesley
Coventry, England CV59QE
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
November 26, 1997
General
This Proxy Statement and the accompanying Proxy Card are being furnished in
connection with the solicitation by the Board of Directors of CAM Designs Inc.,
a Delaware corporation (the "Company"), of proxies to be voted on at the Annual
Meeting of Stockholders to be held at 10:00 a.m. (New York time) on November 26,
1997 at the offices of Hartman & Craven LLP, 460 Park Avenue, Suite 1100, New
York, New York 10022 and at any adjournments thereof, with respect to the
matters referred to in the accompanying notice. This Proxy Statement and the
accompanying Proxy Card are being first mailed to stockholders on or about
October 27, 1997.
The Company's shares of Class A Common Stock, par value $.001 per share
("Shares"), is the only outstanding class of voting securities. Holders of
record of Shares at the close of business on October 24, 1997 are entitled to
notice of, and to vote at, the Annual Meeting and any adjournment thereof. At
the close of business on October 24, 1997 there were issued and outstanding
2,175,000 Shares, each entitled to cast one vote per Share. The holders of a
majority of the issued and outstanding Shares entitled to vote shall constitute
a quorum at the Annual Meeting for the transaction of business. The election of
directors, as described in the accompanying notice, requires the vote of a
plurality of votes cast at the Annual Meeting. For purposes of determining
whether proposals have received the appropriate vote, abstentions will not be
included in the vote totals. Therefore, abstentions and broker non-votes will be
counted in the determination of a quorum and will have no effect on the vote for
the election of Directors.
Revocability of Proxies
The attendance of a stockholder at the Annual Meeting will not automatically
revoke such stockholder's proxy. However, a stockholder may revoke a proxy at
any time prior to its exercise by (1) delivering to the Secretary of the Company
a written notice of revocation prior to the Annual Meeting, (2) delivering to
the Secretary of the Company prior to the Annual Meeting a duly executed proxy
bearing a later date, or (3) attending the Annual Meeting, filing a written
notice of revocation with the secretary of the meeting, and voting in person.
<PAGE>
Solicitation of Proxies
In addition to solicitation by mail, directors, officers and employees of the
Company may solicit proxies for the Annual Meeting from the stockholders of the
Company personally or by telephone or telegram without additional remuneration
therefor, but at the Company's cost for all out-of-pocket expenses. The Company
will also provide persons, firms, banks and corporations holding Shares in their
names or in the names of nominees, which in either case are beneficially owned
by others, proxy material for transmittal to such beneficial owners.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table of stock ownership and notes thereto relate as of
October 24, 1997 to the ownership of Shares of the Company by (i) each person
known to be the beneficial owner of more than 5% of such Shares, (ii) each
director, (iii) each named executive officer and (iv) all executive officers and
directors as a group. The percentages have been calculated by taking into
account all Shares owned on such date as well as all such Shares with respect to
which such person has the right to acquire beneficial ownership at such date or
within 60 days thereafter. Unless otherwise indicated, all persons listed below
have sole voting and sole investment power over the Shares owned.
Amount and Nature
Name and Address of Beneficial Percent
of Beneficial Owner Ownership(1)(2) of Class
- ------------------- --------------- --------
John R. Davidson(3) 467,822(5) 18.9%
Robert A. Righton(3) 129,363 5.2%
William E. Camplisson(3) 10,000(4) *
Peter D. Horbury(3) 5,000(4) *
Theodore Sall, Ph.D.(3) 6,000(4) *
All directors and executive officers
as a group (5 Persons)(6) 628,185 25.3%
- ---------------------------------------------------
(1) Based on a total of 2,175,000 shares of Class A Common Stock issued
and outstanding and options under the Company's stock option plan to
acquire 305,000 Shares held by officers and directors.
(2) All such ownership is direct unless otherwise stated.
(3) Address is c/o the Company, Birmingham Road, Allesley, Coventry
CV59QE, United Kingdom.
(4) Includes presently exercisable stock options held by officers and
directors covering 305,000 shares, out of which options to acquire
205,000 shares and 75,000 shares, respectively, are held by Messrs.
Davidson and Righton, and options to acquire 5,000 Shares are held by
each of Messrs. Linder, James, Camplisson, Horbury and Sall.
* Less than 1%.
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<PAGE>
ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting to hold office until the
next Annual Meeting of Stockholders and until their respective successors have
been elected and qualified or until their prior death, resignation or removal.
The by-laws provide that the Board of Directors shall consist of up to 15
members, with the actual number to be established by resolution of the Board of
Directors. The Board of Directors has established the number of directors at
five.
Should any nominee be unable to accept election, stockholders will vote for the
election of such other person to the office of director as management may
recommend in place of such nominee; however, management knows of no reason to
anticipate that this will occur. Unless a proxy specifies that it is not to be
voted in favor of a nominee for director, it is intended that Shares represented
by the proxy will be voted in favor of the nominees listed below. In the event
that any nominee shall be unable to serve, it is intended that the proxies will
be voted for the substitute nominees designated by the Board of Directors. The
Company believes that all nominees will be able to serve.
The following table sets forth certain information with respect to each nominee
for election as a director. There are no arrangements or understandings between
the Company and any director or nominee pursuant to which such person was
elected or nominated to be a director of the Company. For information with
respect to security ownership of directors, see "Share Ownership of Certain
Beneficial Owners and Management."
Nominee Age Position with Company
- ------- --- ---------------------
John R. Davidson 46 Chairman of the Board of Directors, President,
Chief Executive Officer and a Director
Robert A. Righton 34 Chief Financial Officer, Secretary and a Director
William E. Camplisson 57 Director
Peter D. Horbury 47 Director
Theodore Sall, Ph.D. 69 Director
Nominees for Election as Directors
John R. Davidson is the Chairman of the Board of Directors, President and Chief
Executive Officer of the Company, and Managing Director and Chairman of the
English operating companies known as CAM Designs Ltd. ("CAM UK"). Mr. Davidson
is the holder of a Masters of Business Administration from the City University,
London, England, and is a Fellow of the Institute of Chartered Accountants. He
was elected a director and Chief Executive Officer of the Company on February
16, 1995, after having been elected President on September 9, 1994. He has been
employed by CAM UK since 1985 when he joined as Finance Director and was
appointed Managing Director in September, 1991. Prior to his employment with CAM
UK, Mr. Davidson was Financial Controller for a five year period with British
National Oil Corporation and, prior to that, held positions in the finance area
with companies involved in the aluminum extrusion and related businesses.
Robert A. Righton is Chief Financial Officer, Secretary and a Director of the
Company and is Financial Director and Secretary of CAM UK. Mr. Righton commenced
serving in such positions with the Company in April, 1995. Mr. Righton is a
member of the Chartered Institute of Management Accountants. Mr. Righton was
first employed by a subsidiary of CAM UK as a management accountant between
1986-1988. He
-3-
<PAGE>
subsequently left CAM UK to take an executive position with Star Services
(London) Ltd. ("Star"), an entity involved in typesetting and desktop
publishing, where he served from July, 1988 through July, 1991. At that time,
Mr. Righton rejoined CAM UK as Corporate Secretary and as Finance Director of
its MGA Developments subsidiary; in October, 1993 he was appointed to the Board
of CAM UK and designated Finance Director thereto; contemporaneously, in
agreement with and at the direction of Star's secured institutional creditor,
Star was placed into a receivership under which its assets were disposed of and
its business wound up.
William E. Camplisson became a Director of the Company in July, 1995. He is an
international general manager with a long and wide ranging experience in the
automobile industry. At present he is a business consultant specializing in
firms involved in the design, manufacture and marketing of automobile products
which wish to achieve world class standards of financial, organizational and
process effectiveness. Mr. Camplisson was employed by Ford Motor Company from
1961 until December, 1994 in various international management capacities. From
1980-1984 he held Marketing Director positions in Ford of Europe, following
which he directed Ford's large car activities in Europe. Then, through 1988, his
duties expanded to include export programs for North America and the USSR.
Between 1988 and 1991, Mr. Camplisson was co-director of the 50/50 joint venture
between Ford and Volkswagen to design and manufacture a new multi-purpose
vehicle in Portugal. Most recently he was director of Ford of Europe's medium
("C") car programs and subsequently planned the Ford global rationalization of
its future "C" car business in North America, Europe and the Asia Pacific
Region. He holds a Master of Business Science Degree from Stanford University
(A.P. Sloan Scholar). Mr. Camplisson is also employed as an independent business
consultant to the Company.
Peter D. Horbury became a Director of the Company in July, 1995. He is a Design
Director of the Volvo Car Corporation, a position he has held since September,
1991. In this capacity, he is responsible for the management of this automaker's
design studios in the United States and Europe. Between 1986 and the date he
assumed his present position with Volvo, Mr. Horbury was director of styling and
design for the Company's MGA Developments subsidiary. During the prior twelve
year period, he held executive design positions with Volvo, the Ford Motor
Company and Chrysler Car Corporation, respectively.
Theodore Sall, Ph.D. became a Director of the Company in July, 1995. He was an
Adjunct Professor of Clinical Medicine at the University of Medicine and
Dentistry, New Jersey School of Nursing from 1991 until July, 1995. He was a
Professor of Life Sciences at Ramapo College of New Jersey from 1971 until 1991
when he assumed his present position as Professor Emeritus at this college. Dr.
Sall has served as a consultant to hospitals and life science companies. His
doctoral degree is in medical microbiology from the University of Pennsylvania.
Doctor Sall is a director of the following companies whose shares are publicly
traded: International Vitamin Corporation, an entity engaged in the manufacture,
sale and distribution of vitamins and related products; and FluroScan Inc., a
company which is engaged in the development, manufacture and sale of portable
x-ray and fluoroscope equipment. Dr. Sall also served as a director of DUSA
Pharmaceuticals, Inc., a company engaged in chemical acid and photodynamic
therapy for dermatology and other uses from September, 1991 and as a director of
Depranyl Animal Health, Inc., a company engaged in developing pharmaceutical
products for domestic pets from December, 1990 until December, 1993.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF ALL
FIVE NOMINEES FOR ELECTION AS DIRECTORS NOTED ABOVE.
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<PAGE>
Meetings and Committees of the Board
The Board of Directors held five meetings during the fiscal year commencing June
1, 1996 and ending May 31, 1997 and effected one unanimous written consent
without a meeting ("Recent Fiscal Year"). All of the nominees were members of
the Board during the Recent Fiscal Year and attended those meetings either in
person or by telephonic hookup, except for Mr. Sall who was absent from one
meeting.
The Audit Committee of the Board of Directors, then consisting of Messrs.
Charles Linder and David James, held one meeting during the Recent Fiscal Year,
which meeting was attended by both members. The Audit Committee has
responsibility to ascertain that the Company's financial statements reflect
fairly the financial condition and operating results of the Company and to
appraise the soundness, adequacy and application of accounting and operating
controls. The Audit Committee recommends independent auditors to the Board,
reviews the scope of the audit functions of the independent auditors and reviews
audit reports rendered by the independent auditors. The Audit Committee is
presently comprised of Messrs. Camplisson and Horbury. The Compensation
Committee is presently comprised of Dr. Theodore Sall and Mr. William E.
Camplisson; this committee had one meeting during the Recent Fiscal Year. Its
purpose is to review remuneration and benefits paid and proposed to be paid to
the Company's executive officers and advise the Board accordingly.
The Company does not have a Nominating Committee.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Federal securities laws, the Company's directors, officers and any person
holding more than 10% of the Company's Shares are required to report their
ownership of the Company's Shares and any changes in that ownership to the
Securities and Exchange Commission ("SEC") on the SEC's Forms 3, 4 and 5. Based
solely on its review of the copies of such forms it has received, the Company
believes that all of its officers, directors and greater than 10% beneficial
owners complied with all filing requirements applicable to them with respect to
transactions during the Recent Fiscal Year.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Position(s) with Company
- ---- ------------------------
John R. Davidson Chairman of the Board of Directors, President,
Chief Executive Officer and a Director
Robert A. Righton Chief Financial Officer, Secretary and a Director
For a description of the business experience of Messrs. Davidson and Righton,
see "Election of Directors-Nominees for Election as Directors."
-5-
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Directors who are not executive officers of the Company are compensated
for their services as such at the rate of approximately $5,000 per annum, plus
direct out-of-pocket reasonable expenses incurred in the course of performance
of their duties. In addition, each non-executive director has received an option
under the Company's 1995 Stock Option Plan to acquire 5,000 Shares, at an
exercise price of $5.00 per Share, all of which options are presently
exercisable.
The following Summary Compensation Table shows compensation paid by the
Company for services rendered during fiscal years 1997, 1996 and 1995 for (i)
John R. Davidson, who is and was the Chief Executive Officer at the end of those
fiscal years and (ii) Robert Righton, who is and was Chief Financial Officer at
the end of those fiscal years. No other executive officer of the Company
received salary and bonus compensation which exceeded $100,000 in those fiscal
years.
Summary Compensation Table
Annual Compensation(1)
Name and Other Annual
Principal Position Year Salary ($) Compensation ($)
- ------------------ ---- ---------- ----------------
John R. Davidson ............. 1997 $202,665 $ 68,415(2)
Chief Executive Officer 1996 180,210 55,082(3)
1995 119,009 32,735(4)
Robert A. Righton ............ 1997 114,187 26,278(5)
Chief Financial Officer 1996 110,138 23,805(6)
1995 76,160 18,496(7)
- ------------------------------
(1) All amounts were paid in English Sterling Pounds ("Pounds"). The above
amounts are calculated at an exchange rate of $1.64 per Pound for
Fiscal 97, $1.52 per Pound for Fiscal 96, and $1.587 per Pound for
Fiscal 95.
(2) Of such amount, $34,451 was a pension contribution and $32,467 was for
provision of a Company car.
(3) Of such amount, $31,986 was a pension contribution and $23,294 was for
provision of a Company car.
(4) Of such amount, $8,330 was a pension contribution and $23,299 was for
provision of a Company car.
(5) Of such amount, $11,419 was a pension contribution and $13,878 was for
provision of a Company car.
(6) Of such amount, $11,499 was a pension contribution and $11,982 was for
provision of a Company car.
(7) Of such amount, $5,331 was a pension contribution and $12,740 was for
provision of a Company car.
John R. Davidson--Employment Agreement
Effective June 1, 1996, Mr. Davidson is employed at an annual
compensation rate of $187,200 plus a 17% pension contribution, and other items
(including a car allowance) having an aggregate value of approximately $30,000
per annum. The employment agreement has a base term of 5 years, following which
it is automatically renewed for additional periods of one year each, unless
either party transmits to the other party not less than three months written
notice of termination or non-renewal as the case may be, prior to the end of the
initial term or any renewal term thereof. Pursuant to the employment agreement,
Mr. Davidson agrees to serve as Chief Executive Officer and President and
Chairman of the Board of Directors of the Company, as Managing Director of CAM
UK, and Chief Executive Officer of CAM UK and such subsidiaries as the board of
directors of CAM UK may, from time to time, designate. He is required to devote
his full business time during normal business hours to the affairs of the
Company and to use his best
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<PAGE>
efforts to promote the interests of the Company, CAM UK, and of all affiliated
companies. His prime activities are to be carried out within the United Kingdom
and, to the extent he is required to travel outside the United Kingdom, he shall
do so, and be reimbursed his reasonable travel expenses and be paid in the
currency of the country in which he is required to perform such services.
Robert A. Righton--Employment Agreement
The terms of Mr. Righton's employment agreement with CAM UK are
substantially similar to those in the employment agreement between CAM UK and
Mr. Davidson noted above, with the following exceptions:
(a) Mr. Righton's base compensation is $105,000 per annum plus a
pension contribution of 10%, and a car allowance and other
benefits aggregating approximately $11,800 per annum.
(b) Mr. Righton agrees to serve as Chief Financial Officer,
Treasurer, Secretary and Director of the Company, as Financial
Director and a Director of CAM UK, and as an officer and/or
director of such subsidiaries as may be designated by the
board of directors of CAM UK.
General Terms
The employment agreements of Messrs. Davidson and Righton also contain
customary provisions for paid vacation, non-competition, and the Company's right
to terminate for breach as well as discretionary bonuses (if authorized by the
Board) of up to 20% of their base compensation. In addition, both employment
agreements contain provisions allowing the executive to terminate the same upon
a "change of control" of the Company, whereupon the executive would be entitled
to an accelerated payment of his compensation (plus value of benefits) in the
greater of (a) the balance of the term of the employment agreement, or (b) three
times the annual compensation (plus value of benefits).
1995 STOCK OPTION PLAN
Under the Company's 1995 Stock Option Plan (the "Plan"), officers,
directors and other key employees and independent contractors who perform
services on behalf of the Company may be granted options for the purchase of up
to 500,000 Shares. Options to purchase 420,000 Shares are outstanding. The Plan
also provides for the issuance of stock appreciation rights in connection with
the granting of stock options. The Plan is administered by a Stock Option
Committee ("Committee") of the Board of Directors. Stock options are granted to
management and others based upon a variety of criteria including the position
held by such executive, employee or other person, the responsibilities with
which such person is charged, the person's length of service with the Company,
and the necessity and desirability to the Company of rendering an incentive to
such person to continue his relationship with the Company and to
enthusiastically foster the Company's best interests. Subject to the guidelines
of the Plan, the Committee determines to whom options will be granted, the type
of options to be granted, the number of Shares, the option price per Share, and
the time when the options may be exercised.
Both incentive stock options and nonstatutory stock options may be
granted under the Plan to eligible participants, at a price to be determined by
the Committee, provided, however, that incentive stock options must be granted
at an exercise price not less than the fair market value of the Shares on the
date of the grant.
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<PAGE>
Such exercise price may be payable in cash or, with the approval of the
Committee, by a combination of cash and/or Shares. Shares received upon exercise
of options granted under the Plan will be subject to certain restrictions on
sale or transfer. The term of any option may not exceed ten years from the date
of grant. Conditions for the exercise of options, which must be consistent with
the terms of the Plan, are fixed by the Committee. All options heretofore
granted under the Plan to officers, employees or directors are for a term of
five years, are not exercisable until after the first anniversary of the date of
grant, and are thereafter fully exercisable.
The Plan provides that in the event of the death of the optionee, the
option may be exercised, to the extent that the holder shall have been entitled
to do so at the date of death, by the optionee's executors or administrators, or
by any person who acquired the right to exercise such option by bequest or
inheritance or by reason of the death of the optionee, at any time, or from time
to time, within one year after the date of the optionee's death, but not later
than the expiration of the option. If an optionee's employment by the Company
terminates, whether as a result of termination by the Company or by the
employee, normal retirement, early retirement, or disability retirement, the
Plan provides that the option holder may exercise the option, to the extent that
he may be entitled to do so at the date of the option holder's termination of
employment, at any time, or from time to time, within ninety days of the date of
termination of the option holder's employment, but not later than the expiration
of the option.
The Plan also provides for stock appreciation rights, pursuant to which
the optionee may surrender to the Company all or any part of an unexercised
option and receive from the Company in exchange therefor Shares having an
aggregate market value equal to the dollar amount obtained by multiplying (x)
the number of Shares subject to the surrendered options by (y) the amount by
which the market value per Share at the time of such surrender exceeds the
exercise price per Share of the related option. The Company's obligation arising
from an exercise of stock appreciation rights may also be settled by the payment
of cash, or a combination of cash and Shares. The Board of Directors may at any
time terminate or amend or alter the Plan, subject to certain restrictions.
There were no stock option grants to the named executive officers during Fiscal
97.
Option Exercises in Last Fiscal Year
and FY-End Option Values
No options were exercised by any named executive officer during the
fiscal year ended May 31, 1997. The following table contains information
concerning the number and value, at May 31, 1997, of unexercised options held by
the named executive officers:
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities Underlying In-the-Money Options
Unexercised Options at FY-End (#) at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- ------------------------- ----------------------------
<S> <C> <C>
John R. Davidson 205,000/0 $ 0/0
Robert A. Righton 75,000/0 $ 0/0
</TABLE>
- ------------
(1) Fair market value of underlying securities (the closing price of the
Company's Shares on the National Association of Securities Dealers
Automated Quotation System) at fiscal year end (May 31, 1997) minus the
exercise price.
-8-
<PAGE>
ACCOUNTANTS
The Board of Directors has continued to retain the firm KPMG Peat Marwick LLP to
act as the Company's independent certified public accountants. A representative
of such firm is expected to be available either personally or by telephone
hookup at the Annual Meeting to respond to appropriate questions from
stockholders and will be given the opportunity to make a statement if he desires
to do so.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are likely to be
brought before the Annual Meeting. However, in the event that any other matters
properly come before the Annual Meeting, it is intended that the persons named
in the accompanying proxy will vote the Shares represented by all properly
executed proxies on such matters as shall be determined by a majority of the
Board of Directors.
An Annual Report to Stockholders will accompany this Proxy Statement but is not
to be considered a part hereof. The Company will provide, free of charge, to all
stockholders a copy of its Annual Report on Form 10-KSB (without exhibits)
and/or a copy of its quarterly reports on Form 10-QSB (without exhibits), upon
written request of such stockholder to CAM Designs Inc., Birmingham, Allesley,
Coventry, England CV59QE.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next Annual Meeting of
Stockholders to be held in 1998 must be received by the Secretary of the Company
on or before June 29, 1998 in order to be included in the proxy statement for
that meeting. Proposals should be directed to Robert A. Righton, Secretary, CAM
Designs Inc., c/o of its principal executive office.
By Order of the Board of Directors,
s/Robert A. Righton
Robert A. Righton
Secretary
Dated: October 27, 1997
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
ENVELOPE PROVIDED.
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