THIS DOCUMENT IS A COPY OF THE DEFINITIVEPRELIMINARY PROXY STATEMENT (SCHEDULE
DEF 14A), NOTICE OF MEETING, AND THE FORM OF THE PROXY AS SENTCARD. IT IS
PRESENTED HEREWITH FOR FILING PURSUANT TO SHAREHOLDERSREGULATION 14(a) 6(c) OF LASER CORPORATION ON APRIL 19, 1996.THE
SECURITIES AND EXCHANGE ACT OF 1934. IN FORM, SUCH MATERIAL WILL BE FURNISHED
TO SECURITY HOLDERS OCTOBER 12, 1998 IN CONNECTION WITH THE OCTOBER 27, 1998
SPECIAL MEETING OF SHAREHOLDERS.
- --------------------------------------------------------------------------------================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. _____)
[X][x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box: [ ][x] Preliminary Proxy Statement
[X][ ] Confidential, For Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)Rule
14a-11(c) or 240.14a-12Rule 14a-12
LASER CORPORATION
________________________________________________________________________________- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
LASER CORPORATION
________________________________________________________________________________- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)Statement if other than the Registrant)
Payment of Filing: (Check the appropriate box)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)bocx)
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11O-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 orof other underlying value of transaction computed
pursuantpersuant to Exchange Act Rule 0-1: _/
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:___________________________
_/ SetO-11
(Set forth the amount on which the filing fee is calculated and state how
it was determined.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)O-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:___________________________________________________________________________________
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF================================================================================
LASER CORPORATION
GENERAL
This Proxy Statement is furnished in connection withNotice of Special Meeting of Shareholders
to be Held on October 27, 1998
To the solicitationShareholders of Proxies by the BoardLaser Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of DirectorsShareholders (the
" Meeting") of Laser Corporation (the "Company") forwill be held at the 1996 Annual Meeting of Shareholdersoffices of
the Company, to be
held on May 22, 1996, at 10:00 a.m. MDT, at the Company's headquarters, 1832 South 3850 West, Salt Lake City, Utah. Shareholders willUtah 84104, on Tuesday,
October 27, 1998 at 8:00 a.m., Mountain Time, to consider and voteact upon the
proposals described hereinfollowing matters:
(1) To approve the issuance of additional shares of the Company's
Common Stock pursuant to a Stock Purchase Agreement dated August 5,
1998 between the Company and the purchaser referred to therein; and
(2) To transact such other business as may properly come before
the Meeting, including any adjournments or postponements thereof.
Information regarding the matters to be acted upon at the Meeting is
contained in the Notice of Annual
Meeting accompanying this Proxy Statement.
The close of business on April 10, 1996,October 8, 1998 has been fixed as the record
date for the determination of the Shareholdersshareholders entitled to notice of and to vote at
the Annual Meeting. On such date there were outstanding and
entitled to vote 672,098Meeting or any adjournment or postponement thereof.
It is important that your shares of common stock. Each share of common stock
is entitled to one vote on each matter to be consideredrepresented at the meeting. For a
descriptionMeeting. Each
shareholder is urged to sign, date and return the enclosed proxy card which is
being solicited on behalf of the principal holdersBoard of such stock, see "Security OwnershipDirectors. An envelope addressed to
the Company is enclosed for that purpose and needs no postage if mailed in the
United States.
By Order of
Certain Beneficial Owners and Management" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the Shareholders. Any Proxy not specifying the
contrary will be voted in favor of Management's nominees for directors of the
Company.
The Proxies being solicited by the Board of Directors,
may be
revoked by any Shareholder giving theRod O. Julander, Secretary
Salt Lake City, UT
October 12, 1998
===============================================================================
PROXY STATEMENT
Laser Corporation
General
- - -------
This Proxy at any time priorStatement is furnished to the Annual
Meetingholders of common stock, par
value $.05 per share ("Common Stock"), of Laser Corporation, a Utah corporation
(the "Company") in connection with the solicitation by giving noticeand on behalf of such revocation to the Company, in writing,its
Board of Directors of proxies ("Proxy" or "Proxies") for use at the
address of the Company provided below. The Proxy may also be revoked by any
Shareholder giving such Proxy who appears in person at the Annual Meeting and
advises the Chairman of thea Special
Meeting of his intentShareholders (the "Meeting") to revokebe held on Tuesday, October 27, 1998,
at 8:00 a.m., Mountain Time, at the Proxy.
The principal executive offices of the Company, are located at 1832 South 3850
West, Salt Lake City, Utah 84104. This84104 and at any adjournment or postponement thereof,
for the purposes set forth in the accompanying Notice of a Special Meeting of
Shareholders. The cost of preparing, assembling and mailing the Notice of a
Special Meeting of Shareholders, this Proxy Statement and Proxies is to be
borne by the enclosedCompany. The Company will also reimburse brokers who are holders
of record of Common Stock for their expenses in forwarding Proxies and Proxy
soliciting material to the beneficial owners of such shares. In addition to the
use of the mails, Proxies may be solicited without extra compensation by
directors, officers and employees of the Company by telephone, telecopy,
telegraph or personal interview. The approximate mailing date of this Proxy
Statement is October 12, 1998. Unless otherwise specified, all Proxies, in
proper form, received by the time of the Meeting will be voted in favor of the
proposal set forth in the accompanying Notice of Special Meeting of Shareholders
and described below.
A Proxy may be revoked by a shareholder at any time before its exercise
by filing with the Company, at the address set forth above, an instrument of
revocation or a duly executed proxy bearing a later date, or by attendance at
the Meeting and electing to vote in person. Attendance at the Meeting will not,
in and of itself, constitute revocation of a Proxy.
The close of business on October 8, 1998 has been fixed by the Board of
Directors as the record date ("Record Date") for the determination of
shareholders entitled to notice of, and to vote at, the Meeting and any
adjournment thereof. As of the Record Date, there were 865,799 shares of Common
Stock outstanding. Each share of Common Stock outstanding on the Record Date
will be entitled to one vote on all matters to come before the Meeting.
A majority of the shares entitled to vote, represented in person or by
proxy, is required to constitute a quorum for the transaction of business.
Proxies submitted which contain abstentions or broker nonvotes will be deemed
1
================================================================================
present at the Meeting for determining the presence of a quorum but are being furnished to Shareholdersnot
counted in the tabulation of the votes cast on the Proposal. Thus, an
abstention from voting or about April 19, 1996.
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENTa Proxy in which no direction is specified by a broker
will have the same effect as a vote "against" the matter, even though the
shareholder may interpret such action differently.
Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------ --------------------------------------------------------------
The following table sets forth information as of March 31, 1996,September 10, 1998, as
to each person who owns of record, or is known byto the Company, to own
beneficially, more than five percent (5%)5% of any class of voting securities of the Company.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Amount and&
Nature of Percent
Title Name & Name/Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class(2)
- -------- --------------------- ------------ ------------------ ------------------------- -------------- ----------
[C] [C]
Common Dr. William H. McMahan(3) 154,096 21.1192,619 20.2
3959 West 1820 South
Salt Lake City, UT 84104
Common Paula F. Julander(4) 82,000 11.283,750 8.8
1467 Penrose Drive
Salt Lake City, UT 84103
Common J. Morton Davis 43,693 6.0
D. H. Blair Holdings, Inc.
D. H. Blair Investment
Banking Corp.(5)
44 Wall Street
New York, NY 10005Carl M. Fireman(5) 52,500 5.5
2967 Roundtree Drive
Troy, MI 48083
(1) Except as otherwise indicated, all shares are directly
owned with voting and investment power held by the person
named.
(2) Unless otherwise noted, based upon 730,098951,549 shares
(including shares subject to options that are
exercisable within sixty60 days) outstanding as of March 31, 1996.September 10,
1998.
(3) Based upon information included on a Form 4 filed
by Dr. McMahan, former Chairman and President of the Company,
with the Securities and Exchange Commission ("SEC") on January
15, 1990. The Company has not received any amendments to this
Form 4. Includes 17,66422,080 shares held by Linda R. McMahan, Dr.
McMahan's spouse.
2
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(4) Based upon information provided by Ms. Julander
on a SEC Form 4 filed with
the SEC on January 24, 1995.144 dated December 11, 1997.
(5) Based upon information included in a Schedule 13G, a copy of which was
provided to13D
filed with the Company by J. Morton Davis, D. A. Blair Holdings, Inc.
and D. H. Blair Investment Banking Corp.SEC on February 12, 1993. No
amendments to this Schedule 13G have been received by the Company.
-2-
- --------------------------------------------------------------------------------August 27, 1997.
Security Ownership of Management
- - --------------------------------
The following table sets forth certain information as of March 31,
1996,September
10, 1998, regarding the ownership of each class of equity securities of the
Company by each director or nominee for director of the Company and by all executive officers and
directors as a group.
Security Ownership of Management
--------------------------------
Amount and&
Nature of Percent
Title Name & Name/Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class
- -------- ------------------- ------------ --------------- --------------------------- -------------- ---------
[C] [C]
Common B. Joyce Wickham 16,400 2.225,500 2.7
Common Rod O. Julander 98,000(2) 13.4110,750(2) 11.6
Common Mark L. Ballard 12,219 1.722,774 2.4
Common Elizabeth A. Whitsett -0- *
------- -----
Common All Executive 159,054 16.7
Officers and 126,619 17.3
Directors as a Group
(3(4 persons)
(1) Except as otherwise indicated, all shares listed include
shares subject to options that officers and directors have
the right to exercise within sixty60 days and are directly owned
with voting and investment power held by the person named.
(2) Includes 82,00083,750 shares owned by Paula F. Julander, his wife,
as to which Dr. Julander disclaims beneficial ownership.
Ms. Wickham and Messrs. Julander and Ballard are required to
annually report the acquisition of options granted pursuant to stock option
plans of the Company on a Form 5. These reports were filed for 1995 and
evidence the grant of options to the individuals named.3
================================================================================
Changes in Control
- - ------------------
The Company is unaware of any arrangement which may at a subsequent
date result in any change of control of the Company other than the issue of the
stock hereunder which will give the purchaser described below control of
approximately 37.6% of the issued and outstanding shares of Common Stock of the
Company.
PROPOSAL 1
- ELECTION OF DIRECTORS
----------------------------------
The Company's Articles of Incorporation provide that the board of
directors shall be elected each year at the annual meetingApproval of the ShareholdersIssuance of Additional Shares of the
Company's Common Stock Pursuant to a
Stock Purchase Agreement
General
- - -------
On August 5, 1998, (the "Subscription Date"), the Company entered
into a Stock Purchase Agreement (the "Agreement") with Reinhardt Thyzel (the
"Purchaser"), pursuant to which Mr. Thyzel agreed to purchase 521,739 shares
of Common Stock of the Company for an aggregate purchase price of Six Hundred
Thousand Dollars ($600,000) or $1.15 per share.
The Company intends to use the proceeds from the sale of the
securities for working capital, general corporate purposes and for the expenses
associated with the preparation and negotiation of the Agreement.
The Shares were sold at an initial price of $1.15 per share
(the"Closing Price"), which was a 20% discount from the closing bid price of the
common stock on August 3, 1998. None of the shares to be purchased have been
issued, as such issuance is conditioned upon the approval contemplated herein.
See, "Reason for Shareholder Approval."
In light of the rules of the National Association of Securities
Dealers, the Company will not be able to issue 20% or more of the outstanding
shares of Common Stock unless this proposal is approved by the shareholders of
the Company. At the 1996 Annual Meeting, the Board of Directors will
nominate B. Joyce Wickham, Rod O. Julander, and Mark L. BallardSee, "Reason for election
as directorsShareholder Approval." If shareholder approval
of the Company. Upon election,proposed issuance is not obtained, Mr. Thyzel is not required to purchase
the directors will serve untilshares.
Reasons for the next Annual MeetingIssuance of the ShareholdersStock
- - -------------------------------------
In May 1998, the Company was notified that it failed to meet the net
tangible assets requirement as set forth in NASD Marketplace Rule 4310(c)(2).
4
================================================================================
As of March 31, 1998, the Company's net tangible assets were below $2,000,000.
This deficiency resulted from net losses experienced by the Company which
totaled $268,534, $254,608, and until their successors have
-3-
- --------------------------------------------------------------------------------
been elected$688,024 for the three month period ended March
31, 1998, the year ended December 31, 1997 and qualified.the year ended December 31, 1996,
respectively. The Board of Directors believes thatCompany continues to meet all of the nominees will be available and able to serve as directors.
In the absence of instructions to the contrary, the persons named
in the Proxy will vote the Proxies "FOR" the election of the nominees listed
below, unless otherwise specified in the Proxy.other requirements
necessary for listing on NASDAQ. The Board of Directors has no
reason to believeCompany believes that any nominee will be unable to serve, but if any nominee
should become unable to serve, the Proxies will be voted for such other person
as the Board of Directors shall recommend.
Certain information concerning the nominees to the Board of
Directors is set forth below:
Has Served
Name of Company as Director
Nominee Age Position Held Since
- ------- --- ------------- -----------
B. Joyce 44 Director, Chairman, 1989
Wickham President, Chief
Executive Officer
and Treasurer
Rod O. 62 Director and Secretary 1989
Julander
Mark L. 48 Director, Vice President 1994*
Ballard and Assistant Secretary
* Mr. Ballard served as a Director of the Company from June 1983 to October
1987.
Board and Committee Meetings
- ----------------------------
There were seven meetings of the Board of Directors during the
last fiscal year. Each of the directors attended at least seventy-five (75%)
of the meetings held. For a description of directors' fees, see "Executive
Compensation - Compensation of Directors." The Board of Directors has
designated Audit, Stock Option, and Executive and Compensation committees. At
the present time, Rod O. Julander is the sole member of the Audit and
Executive and Compensation committees. Dr. Julander and B. Joyce Wickham are
members of the Stock Option committee, employee plan. B. Joyce Wickham and
Mark L. Ballard are members of the Stock Option committee, director plan.
The functions performed by the Audit Committee include (i) meeting
with the Company's independent auditors to discuss the scope of the auditors'
annual review of the Company's financial statements, procedures recommended by
the auditors, and the results of the auditors' annual review, and (ii)
reporting and making recommendations to the Board of Directors. The Audit
Committee held one meeting in 1995.
-4-
- --------------------------------------------------------------------------------
The functions performed by the Executive and Compensation
Committee are to periodically review the compensation paid to officers of the
Company and to make recommendations to the Board of Directors concerning such
compensation. The Executive and Compensation Committee held two meetings in
1995.
The functions performed by the Stock Option Committee, employee
plan, include (i) administering the Company's employee stock option plans, and
(ii) determining eligible officers and employees to whom any stock options
should be granted pursuant to the stock option plans, the number thereof, and
the terms of any such grants. This Stock Option Committee held two meetings
in 1995.
The functions performed by the Stock Option Committee, director
plan, include (i) administering the Company's director stock option plans, and
(ii) determining eligible directors to whom any stock options should be
granted pursuant to the stock option plans, the number thereof, and the terms
of any such grants. This Stock Option Committee held two meetings in 1995.
Executive Officers and Directors
- --------------------------------
The executive officers, directors, and significant employees of
the Company are listedits listing on the
following table:
Name Position Age
---- -------- ---
B. Joyce Wickham Chairman, Director, 44
President, Chief
Executive Officer
and Treasurer
Mark L. Ballard Director, Vice President 48
and Assistant Secretary
Rod O. Julander Director and Secretary 62
The term of each executive officerNASDAQ SmallCap Market is one year. Officers are
elected each year at the Annual Meeting of the Board of Directors.
Certain information regarding the business experience of these
executive officers, directors and significant employees is set forth below.
B. Joyce Wickham.
-----------------
Ms. Wickham was elected Chairman of the Board,
President and Chief Executive Officer, and Treasurer of the Company in 1989.
She has served in those capacities since that time, except for the period from
June 1989 until December 1990 when she served solely as Chairman of the Board
and Treasurer. Ms. Wickham has been employed by the Company and its
subsidiaries or associated companies since 1981, with the exception of one
year during 1988-1989 at which time she was employed with McMahan Enterprises
-5-
- --------------------------------------------------------------------------------
and Kaye Corporation in General Management and as Director of Personnel and
Operations. Ms. Wickham has held various executive positions for the Company
including Manager of American Laser GmbH, Munich, Germany, Manager of the
Company's Taipei, Taiwan material procurement operations, Manager of Optical
Computer, Inc. and President of Southfork Electronics, Inc. Ms. Wickham holds
a Bachelor of Science Degree in Psychology from Brigham Young University.
Mark Ballard.
-------------
Mr. Ballard currently is employed by the Company as
Vice President of Laser Corporation and President of American Laser. He was
elected to these positions in May 1991 and June 1994, respectively. Prior to
May 1991, Mr. Ballard held various executive, officer and director positionsimportant for the Company and its subsidiaries. He has been employed byshareholders. This
listing provides a market for shareholders and increases the number of financing
sources available to the Company since 1975, withfor additional capital infusions. The Company
believes the exceptionpurchase of one year during 1983-1984 at which time he
was Presidentthe shares by Mr. Thyzel will permit the Company to
remain listed on the NASDAQ SmallCap Market.
In addition, Mr. Thyzel is an European medical devices developer, who
the Company believes will expand the Company's product sales and assist in
strengthening the Company's sales of medical laser devices. The Company and
Mr. Thyzel have had an established business relationship for a directornumber of HGM.years.
The Company believes that Mr. Ballard holdsThyzel's purchase of the shares strengthens this
relationship. The infusion of capital will also allow the Company to continue
to test and market new medical laser systems. In addition, the capital will
permit the Company to expand its marketing of all of its products worldwide.
The Agreement also provides that Mr. Thyzel can select a Bachelor of Arts
degree in Accounting from Utah State University.
Rod O. Julander.
----------------
Dr. Julander was electednominee to serve on the
Company's Board of Directors and as Secretary ofDirectors. The Company believes that Mr. Thyzel's input
through the director will assist the Company in 1989. Dr. Julander has been a
Professor of Public Administration at Weber State University, Ogden, Utah,
since 1960its growth and is Chairman ofdevelopment.
Reason for Shareholder Approval
- - -------------------------------
Under the Political Science Department. In 1984 he
was a consultant for University of Utah Center for Public Administration, a
lobbyist for the Utah Chapterrules of the National Association of Social Workers
and Utah SocietySecurities Dealers,
issuers whose securities are listed on the NASDAQ SmallCap Market, where the
Company's Common Stock is listed, are required to obtain shareholder approval,
prior to the issuance of Radiologic Technologists. In 1967 he was Personnel
Consultant at Hill Air Force Base, Utah and from 1965 to 1966 was Executive
Director ofsecurities, in the Utah Committee on Children and Youth. Dr. Julander received
his Bachelor of Science and Master of Sciencefollowing limited circumstances, in
Philosophy and his Ph.D. in
Political Science fromconnection with a transaction other than a public offering involving: (i) the
University of Utah.
Dr. Julander is employed full time in activities which do not
involve the Company. Ms. Wickham is employed full timesale or issuance by the Company as its
President, Chief Executive Officer and Treasurer. Mr. Ballard is employed
full timeissuer of common stock (or securities convertible into
or exercisable for common stock) at a price less than the greater of book or
market value which together with sales by the Company as its Vice President and Assistant Secretary. If
any outside director is requested to perform services for the Company beyond
normal service as a director, such director will be compensated for the
performance of such services at rates to be agreed upon by such director and
the Company.
There are no family relationships between anyofficers, directors or executive officers of the Company.
-6-
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
----------------------
The following table sets forth the aggregate cash remuneration
paid by the Company for services rendered in all capacities during the last
fiscal year by its Chief Executive Officer and by its most highly compensated
executive officers whose cash remuneration from the Company and its
subsidiaries exceeded $100,000.
Summary Compensation Table
--------------------------
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Re- Securities Other
Compen- stricted Underlying LTIP Compen-
Name and Year sation Stock Options/ Pay- sation
Principal Ended Salary Bonus (1) Award(s) SARs outs (2)
Position Dec. 31 ($) ($) ($) ($) (#) ($) ($)
- ---------- ------- ------ ----- ------- -------- -------- ----- ------
B. Joyce
Wickham 1995 $68,571 7,210 $278 - 4,000 - $2,773
President, 1994 $60,000 - $542 - 4,000 - $8,693
Chief Executive 1993 $54,000 $672 - 4,000 - $2,308
Officer, and
Director
(1) Amounts include Company payments for additional health insurance coverage.
(2) Payments in lieu of vacation earned. In addition, 1994 amount also
includes $6,500 of 1993 deferred salary.
Other Compensation
- ------------------
Ms. Wickham's Employment Agreement provides to Ms. Wickham, as
additional compensation, a payment equal to fifty percent (50%) of the price
actually paid by her to purchase stocksubstantial
shareholders of the Company during any calendar year
of her employment, up to a maximum of tenequals 20 percent (10%) of her annual
compensation for such year. Ms. Wickham has purchased no shares pursuant to
this provision.
The Company does not have a key-man life insurance policy on the
life of any executive officer or director. The Company provides health and
life insurance to its employees. The Company had no other retirement, pension
or similar programs in 1995. In 1990, the Company established a 401(k)
retirement program for employees. The Company did not make a contribution to
the Plan in 1995.
-7-
- --------------------------------------------------------------------------------
Stock Option Plans
- ------------------
The Company has two stock option plans for key employees: an
incentive stock option plan pursuant to which incentive stock options to
purchase a maximum of 50,000 sharesmore of common stock may be issued and a non-
statutory stock option plan pursuant to which non-qualified stock options to
purchase 50,000 shares may be issued. The Stock Option Committeeor 20
percent or more of the Board
of Directors administers both plans and has discretion to determinevoting power outstanding before the terms
of options granted under each plan. Such terms includeissuance; or (ii) the
exercise price of
each option, the number of shares subject to each option, and the
exercisability of such options. Options under the incentive plan must be
granted at the fair market value on the date of grant except that the option
price must be one hundred ten percent (110%) of such fair market value if the
optionee owns more than ten percent (10%) of the outstanding common stock.
The aggregate fair market value of the shares issuable on exercise of options
granted to any employee in a calendar year may not exceed $20,000 plus certain
carry over allowances. Options under the non-statutory plan must be granted
at a price equal to at least the fair market value of the shares on the date
of grant. The maximum term of options granted under either plan is five
years. Each of the plans provides that if the optionee's employment by the
Company is terminated for any reason the option shall thereupon expire and any
and all right to purchase shares pursuant thereto shall terminate ninety days
after the optionee's employment terminates. Under the incentive stock option
plan, options to purchase an aggregate of 3,500 shares of common stock at an
exercise price of $2.19 per share and an aggregate of 3,500 shares of common
stock at an exercise price of $1.92 per share were granted in 1992 to two
officers and one non-officer employees. During 1993 incentive stock options
were granted and remain exercisable to two officers and one non-officer to
purchase an aggregate of 4,000 shares of common stock at an exercise price of
$3.03 per share and an aggregate of 4,000 shares of common stock at an
exercise price of $1.50 per share. Incentive stock options to purchase an
aggregate of 6,000 shares of common stock at an exercise price of $1.43 per
share and an aggregate of 6,000 shares of common stock at an exercise price of
$5.13 per share were granted in 1994 to two officers and two non-officers. In
1995 incentive stock options were granted to two officers and three non-
officers to purchase an aggregate of 7,500 shares of common stock at an
exercise price of $3.625 per share and an aggregate of 7,500 shares of common
stock at an exercise price of $2.375 per share. None of the options have been
exercised. No options have been granted under the Non-Statutory plan. The
Incentive plan and the Non-Statutory plan, as amended on May 21, 1993 and July
15, 1994 expire on June 30, 1998.
The following table sets forth information respecting all individual
grants of options and stock appreciation rights ("SARs") made during the last
completed fiscal year to any of the executives named in the Summary
Compensation Table above.
-8-
- --------------------------------------------------------------------------------
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Individual Grants
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercisesale or Ex-
Options/SARs Employees During Base Price piration
Name Granted (#) Fiscal Year(1) ($/share) Date
B. Joyce Wickham 2,000 21 % $3.625 Jun. 2000
2,000 21 % $2.375 Dec. 2000
(1) The percentages are based on the total of options to purchase 9,500 shares
granted in June of 1995 and the total of options to purchase 9,500 shares
in December of 1995.
Stock Bonus Plan
- ----------------
In January 1985, the Board of Directors adopted a Stock Bonus Plan
(the "Stock Bonus Plan") to provide stock bonuses to qualified employees of
the Company. Fifty thousand (50,000) shares of the Company's common stock
have been reserved for issuance under the Stock Bonus Plan.
The Board of Directors has discretion to determine qualified
employees to whom stock bonuses should be awarded, the number of shares to be
granted to each qualified employee and any restrictions to be placed upon the
shares. No more than 1,000 shares may be granted to any one employee during
any fiscal year. Employees are not required to pay cash or other
consideration for shares awarded under the Stock Bonus Plan. As of March 31,
1996, the Company had granted 846 shares of common stock under the stock bonus
plan, all of which were issued prior to 1987.
Director Options
- ----------------
On October 16, 1987, the Board of Directors adopted a resolution,
ratified by the Shareholders of the Company, granting all non-employee
directors five-year options to purchase 10,000 shares of common stock, at the
end of each six months of service as a director, at the last reported sale
price on the date of grant. Such options will not be granted under the
incentive or non-statutory stock option plans. On March 22, 1990, the Board
of Directors adopted a resolution terminating the director option program. As
of December 31, 1991, options to purchase an aggregate of 10,000 shares of
common stock at exercise prices ranging from $5.60 to $6.90 per share, had
been granted to former directors and now have expired. On May 29, 1992 the
-9-
- --------------------------------------------------------------------------------
Board of Directors reinstated this option plan whereby each outside director
would be granted a five-year option to purchase 2,000 shares of common stock
at the end of each six months of service as a director beginning on June 1,
1992. The plan provides that if a director shall cease to be a director of
the Corporation for any reason the option may be exercised by the former
director at any time within one year after such cessation. A formalized
Stock Option Plan and Stock Option Agreement was adopted on September 10,
1992, effective May 29, 1992. On June 1, 1993 the plan was amended to change
the method of calculating the exercise price to that of the employee's
Incentive Stock Option Plan. Of the options granted to directors during 1992,
an aggregate of 2,000 shares of common stock at an exercise price of $2.19 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$1.92 per share remain exercisable. Options granted in 1993 to purchase an
aggregate of 2,000 shares of common stock at the exercise price of $3.03 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$1.50 per share remain exercisable. During 1994, options to purchase an
aggregate of 2,000 shares of common stock at an exercise price of $1.43 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$5.13 per share were granted. Options were granted in 1995 to purchase an
aggregate of 2,000 shares of common stock at the exercise price of $3.625 per
share and an aggregate of 2,000 shares of common stock at an exercise price of
$2.375 per share. None of the options have been exercised.
Termination of Employment Arrangement
- -------------------------------------
Pursuant to the terms of the Employment Agreements between B.
Joyce Wickham and the Company and Mark L. Ballard and the Company, in the
event of termination by the Company of their employment, Ms. Wickham shall be
entitled to twelve months of severance benefits at the time of termination and
Mr. Ballard shall be entitled to eleven months of severance benefits at the
time of termination, unless such termination shall be for cause, lack of
performance, resignation or by reason of death.
Compensation of Directors
- -------------------------
Board members who are also employees of the Company do not receive
any directors' fees. Non-employee Board members receive $10,000 per year in
directors' fees. Directors are reimbursed for their expenses of attending
meetings outside the area in which they live.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company's administrative offices and primary assembly
facilities for its laser products are located in an approximately 46,000
square foot building in Salt Lake City, Utah, which is owned by Dr. McMahan,
former Chairman and President of the Company, who owns approximately twenty-
one percent (21%) of the stock of the Company. The Company leases the
building from Dr. McMahan pursuant to a lease agreement which terminates on
April 30, 1999. In January 1992, the lease was amended eliminating the annual
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cost of living index rent escalation provision, providing for a new annual
base rent of $236,725, which was paid in 1994 and 1995. The amendment also
provided for a one-time increase approximately midway through the remaining
lease period to reflect the increase, if any, in fair market rental.
PROPOSED AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION
--------------------------------------------------------------
The Board of Directors has unanimously approved two (2) amendments
to the Company's Articles of Incorporation as follows:
(1) the amendment of Article IV to increase to 10,000,000
from 2,000,000 the number of shares of Common Stock, par value
$.05 per share (the "Common Stock"), which the Company is
authorized to issue without further approval of the shareholders
of the Company; and
(2) an additional amendment of Article IV to authorize the issuance by the Company of upcommon stock (or securities convertible into
or exercisable to 2,000,000 shares of Preferred
Stock, without par value (the "Preferred Stock"), in onepurchase common stock) equal to 20 percent or more series, from time to time, and having such rights, preferences,
privileges, designations and other terms, as the Board of
Directors may determine without further approval of the
shareholderscommon stock or 20 percent or more of the Company.
The shareholders will be requested to consider and vote upon eachvoting power outstanding before the
issuance for less than the greater of these two amendments separately atbook or market value of the Annual Meeting. These proposed
amendments are attached as Exhibit A to this Proxy Statement. The Boardstock.
5
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As of Directors recommends that the shareholders approve these amendments.
PROPOSAL 2 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
-----------------------------------------------------------------
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
-----------------------------------------------------------
The Company's Articles of Incorporation currently authorize
2,000,000 shares of Common Stock. Of the 2,000,000August 5, 1998 there were 865,799 shares of Common Stock
currently authorized for issuance, approximately 1,327,902outstanding. Based on such amount of shares are unissued
and unreserved for issuance. The proposed amendmentoutstanding, the Company would increase the number
of authorized shares of the Company's Common Stockhave
been able to 10,000,000.
If the proposed amendment to the Articles of Incorporation is
approved, the authorizedissue 173,159 shares of Common Stock in excesswithout shareholder approval.
Vote Required
- - -------------
A vote of thosethe holders of a majority of the voting power of the issued
and reserved will be available for issuanceoutstanding Common Stock of the Company, present in person or represented by
proxy at such timesthe Meeting and for such corporate
purposes asentitled to vote at the Board of Directors may deem advisable without further action
by the Company's shareholders, unless such actionMeeting, is required in a specific
case by applicable laws or regulations or stock exchange rules.
The Board of Directors believes that it is in the Company's best
interests to increase the number of authorized shares of Common Stock in order
to have additional authorized shares available for issuance to meet business
needs as they may arise. The Board of Directors believes that the
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availability of such additional shares will provide the Company with the
flexibility to issue Common Stock for proper corporate purposes which may be
identified by the Board of Directors in the future, including stock splits,
stock dividends, financing or acquisitions. Management currently has no
arrangements, agreements, understandings or plans forapprove
the issuance of securities pursuant to the additional sharesPrivate Placement. Proxies which
contain no direction will be voted FOR the proposal. Proxies submitted which
contain abstentions or broker nonvotes will be deemed present at the Meeting for
determining the presence of Common Stock proposed to be authorized.
The issuancea quorum but are not counted in the tabulation of
additional Common Stock couldthe votes cast on the Proposal. Thus, an abstention from voting or a Proxy in
which no direction is specified by a broker will have the same effect of
diluting voting power per share or the book value per share of the outstanding
Common Stock. Holders of the Company's Common Stock do not have preemptive
rights to purchase shares in future issuances. Also, the existence of
unissued and unreserved Common Stock could, in certain instances, render more
difficult or discourage a merger, tender offer, or proxy contest, and thus
potentially have an "anti-takeover" effect. An issuance of stock can make
acquisition of a company more difficult or more costly. An issuance of stock
could deter the types of transactions that may be proposed or could discourage
or limit the shareholders' participation in certain types of transactions that
might be proposed (such as a tender offer), whether or notvote
"against" the matter, even though the shareholder may interpret such transactions
were favored by the majority of the shareholders.
The Board of Directors of the Company will, however, consider any
proposals to acquire control of the Company that may arise in the future in
accordance with their fiduciary duties and their judgment as to the best
interests of the shareholders of the Company at that time. The Company's
Articles of Incorporation and Bylaws do not presently contain provisions
having an anti-takeover effect. The proposed amendments to increase the
authorized Common Stock and to authorize Preferred Stock are not part of a
plan by management of the Company to adopt a series of anti-takeover measures,
and management has no present intention or plans to propose anti-takeover
measures in future proxy solicitations.
The Board of Directors does not intend to issue any Common Stock
except on terms which the Board deems to be in the best interests of the
Company and its then-existing shareholders.
If approved by the shareholders, the proposed amendment to Article
IV of the Company's Articles of Incorporation regarding its Common Stock will
become effective upon filing of Articles of Amendment with the Utah Division
of Corporations and Commercial Code, which is expected to be accomplished on
May 22, 1996, or as soon thereafter as practicable.action
differently.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED COMMON STOCK.
PROPOSAL 3THIS PROPOSAL.
---
MISCELLANEOUS
Shareholder Proposals
- AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
--------------------------------------------------------------------
AUTHORIZE THE ISSUANCE OF SHARES OF PREFERRED STOCK IN ONE OR MORE SERIES
-------------------------------------------------------------------------
No preferred stock is presently authorized by Company's Articles
of Incorporation. The proposed amendment would authorize the Board of
Directors, without any further- ---------------------
If a shareholder action (unless such action is
-12-
- --------------------------------------------------------------------------------
required inintends to present a specific case by applicable laws or regulations or stock
exchange rules), to issue from time to time Preferred Stock as one class
without series or in one or more series and to fix by resolution the
designations, preferences, limitations and relative rights of such class or
each such series. The class as a whole or any series of Preferred Stock
could, as determined by the Board of Directorsproposal at the time of issuance, rank,
with respect to dividends, limited voting rights, redemption and liquidation
rights, senior to the Company's Common Stock.
Under the proposed amendment, the Preferred Stock would have no
voting rights except for the following:
(a) voting rights required by applicable law (which
currently provides for a vote of a class or series for certain
amendments to the articles of incorporation affecting the class or
series);
(b) voting rights which the Board of Directors may grant to
the class or a series of the Preferred Stock with respect to any
amendment of the Company's Articles of Incorporation which
adversely affects any right, preference or a limitation of the
class or series; and
(c) voting rights which the Board of Directors may grant to
the class or a series of the Preferred Stock to elect a certain
number of directors of the Company if there is a failure to pay
dividends on the class or series for a period of time or to make a
mandatory redemption payment when due for the class or series.
The terms, conditions and limitations of any such voting rights will be
determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur. The Board of Directors of the Company
believes that the Common Stock should be the only class with unlimited voting
power.
In the Board of Directors' opinion, the primary reason for
authorizing the Preferred Stock is to provide flexibility for the Company's
capital structure. The Board of Directors believes that this flexibility is
necessary to enable it to tailor the specific terms of a class or series of
Preferred Stock that may be issued to meet market conditions and financing
opportunities as they arise, without the expense and delay that would be
entailed in calling a shareholders meeting to approve the specific terms of
the class or any series of Preferred Stock.
The Preferred Stock may be used by the Company for any proper
corporate purpose. Such purpose might include, without limitation, issuance
as part or all of the consideration required to be paid by the Company in the
acquisition of other businesses or properties, or issuance in public or
private sales for cash as a means of obtaining additional capital for use in
the Company's business and operations. The Company currently has no
arrangements, agreements, understandings or plans for the issuance of any
Preferred Stock.
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- --------------------------------------------------------------------------------
It is not possible to state the precise effects of the
authorization of the Preferred Stock upon the rights of the holders of the
Company's Common Stock, until the Board of Directors determines the respective
preferences, limitations, and relative rights of the holders of the class as a
whole or of any series of the Preferred Stock. Such effects might include:
(a) reduction of the amount otherwise available for the
payment of dividends on Common Stock, to the extent dividends are
payable on any issued Preferred Stock;
(b) restrictions on dividends on the Common Stock;
(c) voting rights of any series or the class of Preferred
Stock to vote separately, or to vote with the Common Stock, on
limited matters as indicated above;
(d) conversion of the Preferred Stock into Common Stock at
such prices as the Board determines, which could include issuance
at below the fair market value or original issue price of the
Common Stock, diluting the book value per share of the outstanding
Common Stock; and
(e) the holders of Common Stock not being entitled to share
in the Company's assets upon liquidation until satisfaction of any
liquidation preference granted to holders of the Preferred Stock.
In regards to (a) and (b) above, the Company has not paid nor does it
anticipate paying any dividends on Common Stock.
In addition, the existence of unissued Preferred Stock could, in
certain instances, render more difficult or discourage a merger, tender offer,
or proxy contest and thus potentially have an "anti-takeover" effect,
especially if stock were issued in response to a potential takeover.
Issuances of stock, including preferred stock with conversion rights, can and
have been implemented by some companies in a manner intended to make
acquisition of the companies more difficult or more costly. Please see a
further discussion of such effects under "Proposal to Amend the Company's
Articles of Incorporation to Increase the Number of Authorized Shares of
Common Stock".
If approved by the shareholders, this proposed additional
amendment to Article IV, with respect to Preferred Stock, will become
effective upon filing Articles of Amendment with the Utah Division of
Corporations and Commercial Code, which is expected to be accomplished on May
22, 1996, or as soon thereafter as practicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.
-14-
- --------------------------------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------
The Board of Directors of the Company has selected Tanner + Co. as
the independent public accountants of the Company for the fiscal year ending
December 31, 1996. Tanner + Co. has served as the Company's independent
public accountants since November 4, 1994.
During the two most recent years and through November 4, 1994, the
Company has not consulted with Tanner + Co. on items which (i) were or should
have been subject to SAS 50 or (ii) concerned the subject matter of a
disagreement or reportable event with the former auditor, (as described in
Regulation S-K Item 304(a)(2)).
Representatives of Tanner + Co. are expected to attend the1999
Annual Meeting of Shareholders and wants that proposal to be included in the
Company's Proxy Statement and form of proxy for that meeting, the proposal must
be received at the Company's principal executive offices not later than December
15, 1998. As to any proposal that a shareholder intends to present to
shareholders without including it in the Company's proxy statement for the
Company's 1999 Annual Meeting of Shareholders, the proxies named in Management's
proxy for that meeting will be availableentitled to respondexercise their discretionary
authority on that proposal unless the Company receives notice of the matter to
appropriate
questionsbe proposed not later than March 15, 1999. Even if proper notice is received on
or prior to March 15, 1999, the proxies named in Management's proxy for that
meeting may nevertheless exercise their discretionary authority with respect to
such matter by advising shareholders of such proposal and will be affordedhow they intend to
exercise their discretion to vote on such matter, unless the opportunity to make a statement if they
desire to do so.
Inshareholder making
6
================================================================================
the absence of instructionsproposal solicits proxies with respect to the contrary,proposal to the degree
required by Rule 14a-4(c)(2) of the Securities Exchange Act of 1934, as amended.
Other Matters
- - -------------
Management does not intend to bring before the Meeting for action any
matters other than those specifically referred to above and is not aware of any
other matters which are proposed to be presented by others. If any other
matters or motions should properly come before the Meeting, the persons named in
the Proxy will vote the Proxies FOR approval of the selection of Tanner +
Co. as independent public accountants for the Company.
SHAREHOLDER PROPOSALS
---------------------
If a Shareholder wishes to present a proposal at the 1997 Annual
Meeting of Shareholders, the proposal must be received by Laser Corporation,
1832 South 3850 West, Salt Lake City, Utah 84104 prior to December 5, 1996.
The Board of Directors will review any proposal which is received by that date
and determine whether it is a proper proposal to present at the 1997 Annual
Meeting.
VOTE REQUIRED
-------------
A majority of the 672,098 issued and outstanding shares of common
stock of the Company shall constitute a quorum at the Annual Meeting. Under
the Utah Revised Business Corporation Act, the affirmative vote of at least a
majority of the shares represented at the meeting is required for all
proposals to come before the meeting.
-15-
- --------------------------------------------------------------------------------
OTHER MATTERS
-------------
As of the date of this Proxy Statement, the Board of Directors of
the Company does not intend to present and has not been informed that any
other person intends to present, a matter for action at the 1996 Annual
Meeting other than as set forth herein and in the Notice of Annual Meeting.
If any other matter properly comes before the meeting, it is intended that the
holders of Proxies will actvote thereon in accordance with their best judgment. The Board
of Directors may readjudgment on such
matters or motions, including any matters or motions dealing with the minutesconduct of
the 1995 Annual Meeting of Shareholders
and make reports, but Shareholders will not be requestedMeeting.
Proxies
- - -------
All shareholders are urged to approve or
disapprove such minutes or reports.
In addition to the solicitation of proxies by mail, certain of the
officers and employees of the Company, without extra compensation, may solicit
proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials
to the beneficial owners of common stock held of record and will reimburse
such persons for forwarding such material. The cost of this solicitation of
proxies will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT
CHARGE BY WRITING TO THE COMPANY, ATTENTION: ROD O. JULANDER, SECRETARY, 1832
SOUTH 3850 WEST, SALT LAKE CITY, UTAH 84104. COPIES OF THE COMPANY'S 1995
ANNUAL REPORT TO SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH
THIS PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO LASER
CORPORATION, ATTENTION: ROD O. JULANDER, SECRETARY, 1832 SOUTH 3850 WEST,
SALT LAKE CITY, UTAH 84104.
The enclosed Proxy is furnished for you to specify yourfill in their choices with respect to
the matters referred to in the accompanying Noticebe voted on, sign and described in this Proxy Statement. If you wish to vote in accordance with the
Board's recommendations, merely sign, date andpromptly return the Proxy in the
enclosed envelope, which requires no postage if mailed in the United States.
A prompt returnform of your Proxy will be appreciated.Proxy.
By Order of the Board of Directors,
Rod O. Julander, Secretary
Salt Lake City, Utah
April 19, 1996
-16-October 12, 1998
- --------------------------------------------------------------------------------
EXHIBIT A
---------
TO PROXY STATEMENT
------------------
Dated April 19, 1996
--------------------
Text of Proposed Amendment to Articles of Incorporation
1. Article IV is hereby amended in its entirety to read as follows:
"The corporation shall have the authority to issue 10,000,000
shares of common stock, each having a par value of $.05 per share. All common
shares issued by the corporation shall be fully paid and nonassessable and
shall have equal rights."
2. Article IV is hereby further amended by the addition of the
following three paragraphs:
"In addition, the corporation shall have the authority to issue
2,000,000 shares of preferred stock, without par value. Such preferred stock
may be issued in series. Notwithstanding the rights of common stock stated
above, the entitlement of the common stock to receive net assets of the
corporation upon dissolution, and the voting rights of common stock, shall be
subject to the voting and other rights, if any, provided to the holders of
preferred stock by these Articles of Incorporation. Except for and subject to
those rights expressly granted to the holders of the preferred stock, or
except as may be provided by law, the holders of common stock shall have
exclusively all other rights of shareholders.
This corporation's Board of Directors shall have the authority,
without shareholder action, to determine the preferences, limitations and
relative rights of any preferred stock (whether in a series or as a class),
including without limitation the following:
(i) the designation of any series or class of preferred stock;
(ii) the number of shares constituting the series or class;
(iii) voting rights , if any, complying with the limitations on voting
rights stated in this Article IV for preferred stock, except that no
condition, limitation, or prohibition on voting shall eliminate any right to
vote required by Utah law;
(iv) any redemption rights and, if provided, the terms and conditions of
such redemption, including without limitation the date or dates upon or after
which any preferred stock shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
-1-
- --------------------------------------------------------------------------------
(v) any sinking fund for the redemption or purchase of shares of a series
or class, and, if provided, the terms and amount of such sinking fund;
(vi) conversion rights and, if provided, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(vii) distribution rights, including without limitation a dividend rate and
the determination of whether such rights are cumulative, noncumulative or
partially cumulative; and
(viii) preference rights over any other class or series of shares with
respect to distributions, including without limitation any priority as to
dividends and as to distributions upon the dissolution of the corporation.
The preferred stock of the corporation shall have no voting rights except:
(i) the preferred stock shall have voting rights required by applicable
law (which required voting rights may be set forth in the preferences,
limitations and relative rights of a class or series);
(ii) any preferred stock of a class or series may have voting rights with
respect to any amendment, alteration or repeal of any provision of the
Corporation's Articles of Incorporation which adversely affects any right,
preference or limitation of the class or series; and
(iii) any preferred stock of a class or series may have voting rights to
elect a certain number of directors of the corporation in the event of the
corporation's failure to pay dividends on the class or series for a period of
time or to make a mandatory redemption payment when due for the class or
series.
The Board of Directors shall, in accordance with the authority
granted to Board of Directors in this Article IV, determine whether any such
voting rights, not required by applicable law, shall exist and shall also
determine the terms, conditions and limitations of any such voting rights,
including without limitation the number of and time period for any such
failures to pay dividends necessary for voting rights to occur and the number
of directors to be elected by a class or series after such an event."
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LASER CORPORATION
ANNUALSPECIAL MEETING OF SHAREHOLDERS
MAY 22, 1996OCTOBER 27, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints B. Joyce Wickham and Rod O. Julander and each of
them (acting jointly or, if one be present, then by that one alone) as Proxies,
with full power of substitution, and hereby authorizes them to represent and
vote, as designated below, all shares of Common Stock of the Company held of
record by the undersigned or with respect to which the undersigned is entitled
to vote and act on April 10, 1996October 8, 1998 at the Annuala Special Meeting of Shareholders to be
held at the Company's corporate offices at 1832 South 3850 West, Salt Lake City,
Utah, on Wednesday, May 22, 1996Tuesday, October 27, 1998 at 10:8:00 a.m., local time, or at any
adjournment thereof, and especially to vote as follows:
1. Election of Directors
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) [ ] nominees listed below [ ]
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH A NOMINEE'S NAME IN THE LIST BELOW:)
B. Joyce Wickham Rod O. Julander Mark L. Ballard
2. To approve an amendment to the Company's Articlesissuance of Incorporation to
increase the authorized number ofadditional shares of the Company's Common Stock
Pursuant to 10,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve an amendment to the Company's Articles of Incorporation to
authorize up to 2,000,000 shares of Preferreda Stock ofPurchase Agreement dated August 5, 1998 between the
Company issuableand the purchaser referred to in one or more series.the accompanying Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN
[ ]
4. To approve the selection of Tanner + Co. as the independent certified
public accountants of the Company for the fiscal year ending December 31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5.2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OFPROPOSAL TO ISSUE ADDITIONAL SHARES PURSUANT TO THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD
OF DIRECTORS AND FOR PROPOSALS 2, 3, AND 4.STOCK PURCHASE
AGREEMENT.
PLEASE SIGN AND DATE THIS PROXY WHERE SHOWN BELOW AND RETURN IT PROMPTLY:
Date:__________________________,1996___________________________,1998
Signed:_____________________________
__________________________________________________________________
_____________________________________
(Please sign above exactly as the shares are issued. When shares are held
by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership please sign in partnership name by authorized person.)
No Postage Is Required If This Proxy Is Returned In The Enclosed Envelope And
Mailed In The United States.
- --------------------------------------------------------------------------------================================================================================