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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
JAYARK CORPORATION
(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 O-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule O-
11:1
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 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:
NOTICE
OF
ANNUAL MEETING
OF
STOCKHOLDERS
To Be Held
November 22, 1999
To the Stockholders:
The annual meeting of the stockholders of Jayark Corporation
(the "Company") will be held at 300 Plaza Drive, Vestal, New York
13850, on November 22, 1999, at 9:00 a.m. Local time, for the
following purposes:
1. To elect two (2) directors to serve until the expiration
of their three-year terms and until their successors are duly
elected and qualified;
2. To ratify the appointment by the Board of Directors of
BDO Seidman, LLP as the independent accountants of the Company
for the fiscal year ending April 30, 2000.
3. To consider and act upon a proposal to amend the
Company's Certificate of Incorporation to effect a reverse stock
split whereby each ten shares of outstanding common stock, par
value $.01, would be automatically converted into one share of
outstanding common stock, par value $.01.
4. To transact such other business as may properly be
brought before the meeting or any adjournments thereof.
Only stockholders of record at the close of business on
September 30, 1999, are entitled to notice of and to vote at the
annual meeting or adjournment(s) thereof.
Your attention is called to the proxy statement on the
following pages. We hope that you will attend the annual
meeting. If you do not plan to attend, kindly sign, date, and
mail the enclosed proxy in the envelope, which requires no
postage if mailed in the United States. Your vote is important
regardless of the number of shares you own.
By Order Of The Board Of Directors
/s/ David Koffman, President
October 26, 1999
JAYARK CORPORATION
PROXY STATEMENT
Mailed to Stockholders on or about October 26, 1999
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Jayark Corporation (the
"Company") of proxies in the enclosed form for use at the annual
meeting of stockholders (the "Annual Meeting") to be held at 9:00
a.m. Local time at 300 Plaza Drive, Vestal, New York 13850, on
November 22, 1999, and at any adjournment(s) thereof.
A copy of the Company's Annual Report on Form 10-K for the
year ended April 30, 1999, is enclosed.
The solicitation of proxies in the accompanying form will be
made at the Company's expense, primarily by mail and through
brokerage and banking institutions. Those institutions will be
requested to forward soliciting materials to the beneficial
owners of the stock held of record by them and will be reimbursed
for their reasonable forwarding expenses.
Any proxy given pursuant to such solicitation and received
in time for the meeting will be voted in accordance with the
instructions, if any, given in that proxy. If no instructions
are specified, proxies will be voted FOR the election of the
nominees named in Proposal Number 1 of this Proxy Statement and
in favor of the additional proposals set forth herein. At the
date of this Proxy Statement, the management of the Company does
not know of any business to be presented at the Annual Meeting
other than those matters that are set forth in the Notice
accompanying this Proxy Statement. If any other business should
properly come before the Annual Meeting, it is intended that the
shares represented by proxies will be voted with respect to such
business in accordance with the judgement of the persons named in
the proxy. Any proxies may be revoked by written notice received
by the Secretary of the Company at any time prior to the voting
thereof.
Only stockholders of record at the close of business on
September 30, 1999, are entitled to notice of and to vote at the
Annual Meeting or adjournments thereof. At that date, the
Company had outstanding 27,663,597 shares of common stock, $.01
par value (the "Common Stock"). Each share of Common Stock
entitles the record holder thereof to one vote. Abstentions and
broker non-votes will be included in the determination of the
number of shares represented at the Annual Meeting. Abstentions
will have the same effect as a vote against a proposal; broker
non-votes, however, are not included in the tally of votes cast
and will not affect the outcome of a proposal.
Principal Stockholders And Security Ownership of Management
The following sets forth as of April 30, 1999, the holdings
of the Company's Common Stock by those persons owning of record,
or known by the Company to own beneficially, more than 5% of the
Common Stock, the holdings by each director or nominee, the
holdings by certain executive officers and by all of the
executive officers and directors of the Company as a group.
PRINCIPAL STOCKHOLDERS
Amount and
Nature of
Beneficial Note % of
Name and Address of Beneficial Owner Ownership (1) Class
- -----------------------------------------------------------------------
David L. Koffman
300 Plaza Drive, Vestal, NY 12,830,326 46.4%
13850
- -----------------------------------------------------------------------
Burton I. Koffman
300 Plaza Drive, Vestal, NY 1,868,190 (2),(3) 6.8%
13850
- -----------------------------------------------------------------------
Campobello Holding, LP
Box 4485, Great Neck, NY 11024 1,863,643 6.7%
- -----------------------------------------------------------------------
Ruthanne Koffman
300 Plaza Drive, Vestal, NY 1,830,652 6.6%
13850
- -----------------------------------------------------------------------
Jeffrey P. Koffman
150 East 52nd Street, New York, 1,461,023 5.3%
NY 10022
- -----------------------------------------------------------------------
Frank Rabinovitz
6116 Skyline Drive, Houston, TX 684,260 2.5%
77057
- -----------------------------------------------------------------------
All Directors & Executive Officers
as a Group 13,514,586 48.9%
- -----------------------------------------------------------------------
(1) All shares are owned directly by the individual named, except
as set forth herein. Includes actual shares beneficially owned
and Employee and Director Stock Options exercisable.
(2) Excludes 37,000 shares owned by a charitable foundation of
which Burton I. Koffman is President and Trustee.
(3) Includes 537,000 shares owned as tenants in common by
brothers Richard E. Koffman and Burton I. Koffman.
PROPOSAL NUMBER 1
Election of Directors
Two (2) directors are to be elected by the stockholders, to
the Company's classified Board of Directors, to hold office for a
three-year period and until their successors are duly elected and
qualified or until their earlier death, resignation or removal.
The Company's nominees for election as directors are listed
below. The affirmative vote of a plurality of the votes cast by
stockholders present in person or represented by proxy at the
meeting and entitled to vote is required for the election of each
of two directors. While the Board of Directors has no reason to
believe that any of those named will not be available as a
candidate, should such a situation arise, the proxy will be voted
for the election of substitute nominees selected by the Board.
Nominees For Director
Term Position & Offices Director
Name Age Expires Presently Held Since
- --------------- ----- -------- ------------------- ----------
Arthur G. Cohen 70 1999 Director 1990
Jeffrey P. Koffman 34 N/A N/A N/A
Arthur G. Cohen has been a real estate developer and
investor for more than eight years. Mr. Cohen is a Director of
Baldwin and Arlen, Inc. Burton I. Koffman and Richard E. Koffman
are parties to an agreement with Arthur G. Cohen pursuant to
which they have agreed to vote their shares in favor of the
election of Mr. Cohen to the Board of Directors of the Company.
Jeffrey P. Koffman has served as a Director of Apparel
America, Inc. since June 1995 and Executive Vice President of
Apparel America, Inc. from June 1994 to February 1996. Mr.
Koffman was appointed President of Apparel America, Inc. in
February 1996. Apparel America, Inc. filed for protection from
its creditors under Chapter 11 in 1998. Mr. Koffman served as a
financial analyst with Security Pacific from 1987 to 1989. In
1989, Mr. Koffman became Vice President of Pilgrim Industries and
in 1990, he became the President of that Company. From 1994 to
the present, Mr. Koffman has served in an executive capacity with
Tech Aerofoam Products.
The following table is a listing of current Directors of the
Company:
CURRENT DIRECTORS
Term Director
Name Age Expires Position Presently Held Since
- --------------------------------------------------------------------------------
David Koffman 40 2000 Chairman, President, Chief Executive 1983
Officer and Director
Frank Rabinovitz 56 2000 Executive Vice President, Chief 1989
Operating Officer, Director and
President of AVES
Robert C. Nolt 51 2001 Chief Financial Officer and Director 1998
Arthur G. Cohen 70 1999 Director 1990
David L. Koffman was elected President and Chief Executive
Officer of the Company in December of 1988. Prior to that time,
he served as Director and Vice President of the Company for over
seven years.
Frank Rabinovitz was elected Executive Vice President, Chief
Operating Officer and Director of the Company in 1989. In
addition he is the President of the Company's Audio Visual
subsidiary and has served in this capacity for more than twelve
years, as well as in various other executive and management
capacities since 1980.
Robert C. Nolt is Chief Financial Officer and Director of
the Company. In addition, Mr. Nolt is Chief Financial Officer of
Binghamton Industries, Inc., a company controlled by the
principal shareholders of the Company. Prior to joining the
Company, Mr. Nolt was Vice President of Finance of RRT-Recycle
America, Inc. Mr. Nolt is a Certified Public Accountant with
over 26 years of experience in the Accounting field and has
served in a number of executive positions. Before joining RRT in
1993, Mr. Nolt was Chief Financial Officer for the Vestal, NY
based Ozalid Corporation.
Arthur G. Cohen has been a real estate developer and
investor for more than eight years. Mr. Cohen is a Director of
Baldwin and Arlen, Inc. Burton I. Koffman and Richard E. Koffman
are parties to an agreement with Arthur G. Cohen pursuant to
which they have agreed to vote their shares in favor of the
election of Mr. Cohen to the Board of Directors of the Company.
Information Concerning Operations Of The Board of Directors
On May 22, 1998, the Board of Directors of the Company
approved and authorized an amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares of
the Company's common stock, par value of $.30 per share, from
10,000,000 shares to 30,000,000 shares and to change the par
value to $.01 per share. As of May 22, 1998, the Company had
9,221,199 issued and outstanding shares of Common Stock. Each
share of Common Stock is entitled to one vote on any matter
brought to a vote of the Company's stockholders. By written
consent dated May 22, 1998, a majority of the Company's
stockholders representing 4,898,245 shares, or 53% of the
outstanding shares entitled to vote, approved the amendment.
The Executive Committee of the Board of Directors consists
of Mr. David L. Koffman (Chair) and Mr. Frank Rabinovitz. The
function of the Executive Committee is to exercise the powers of
the Board of Directors to the extent permitted by Delaware law.
As a rule, the Executive Committee meets to take action with
respect to matters requiring Board of Directors approval and
which cannot await a regular meeting of the Board or the calling
of a special meeting. Under Delaware law and the Company's By-
laws, both the Board and Executive Committee can act by unanimous
written consent to all members.
The Stock Option Committee of the Board of Directors was
created to administer the Company's 1981 Incentive Stock Option
Plan, as amended, pursuant to resolution adopted November 24,
1981, giving it authority to exercise powers of the Board with
respect to the Plan. The Stock Option Committee consists of Mr.
Frank Rabinovitz and Mr. Robert Nolt.
The Audit Committee of the Board of Directors was created in
1991 to administer and coordinate the activities and results of
the annual audit of the Company by independent accountants and to
comply with NASDAQ listing requirements. The Audit Committee is
comprised of Mr. Frank Rabinovitz and Mr. Robert Nolt.
The Compensation Committee of the Board of Directors was
created in 1993 to administer and review compensation structure,
policy and levels of the Company. The Compensation Committee is
composed of Mr. Frank Rabinovitz and Mr. David Koffman.
Executive Officers
The following sets forth the names, ages and positions who
are not directors and who are executive officers of the Company:
See Chart under Directors for executive officers.
Compensation of Directors and Executive Officers
Set forth in the following table is certain information
relating to the approximate remuneration paid by the Company
during the last three fiscal years to each of the most highly
compensated executive officers whose total compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE (1,2,3)
Annual
Compensation
Year Salary Bonus
David L. Koffman 1999 $141,750 --
Chairman, President 1998 162,000 --
and Chief Executive Officer 1997 162,000 --
Frank Rabinovitz 1999 $162,000 $50,000
Director, Executive Vice President, Chief 1998 162,000 50,000
Operating Officer, President of AVES 1997 162,000 50,000
(1) Does not include the value of non-cash compensation to the
named individuals, which did not exceed the lesser of $50,000 or,
10% of such individuals' total annual salary and bonus. The
Company provides a vehicle to each of the named executives for
use in connection with Company business but does not believe the
value of said vehicles and other non-cash compensation, if any,
exceeds the lesser of $50,000 or 10% of the individual's total
annual salary and bonus.
(2) The Company has entered into Split Dollar Insurance
Agreements with David L. Koffman and Frank Rabinovitz, pursuant
to which the Company has obtained insurance policies on their
lives in the approximate amounts of $5,743,400 and $497,700,
respectively. The premium is paid by the Company. Upon the
death of the individual, the beneficiary named by the individual
is entitled to receive the benefits under the policy. The
approximate amounts paid by the Company during the fiscal year
ended April 30, 1999 for this insurance coverage were $0 and
$25,373, respectively. Such amounts are not included in the
above table.
(3) The Company has accrued Mr. Koffman's 1999 salary, however,
he has deferred payment until such time as the Company's working
capital position improves.
The following table sets forth certain information relating
to the value of stock options at April 30, 1999:
Number of Unexercised Value of Unexercised In-
Options at Fiscal Year End The-Money Options at
Fiscal Year End
-------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----- ----------- ------------- ---------- --------------
Frank Rabinovitz 100,000 0 $0 0
Based on the $0.05 per share closing bid price of the common
stock on the NASDAQ Stock Exchange on April 30, 1999
Effective November 24, 1981 and approved at the annual
stockholders' meeting in 1982, the 1981 Incentive Stock Option
Plan (ISOP) was adopted. An amendment to the ISOP was adopted on
December 11, 1989. This amendment increased the number of
incentive stock options that can be granted from 150,000 shares
to 600,000 shares. The ISOP provides for the granting to key
employees and officers of incentive stock options, as defined
under current tax laws. The stock options are exercisable at a
price equal to or greater than the market value on the date of
the grant.
No stock options were granted during the fiscal year ended
April 30, 1999.
Effective September 15, 1994 and approved at the annual
stockholders meeting in 1994, the 1994 Non-Employee Director
Stock Option Plan (the "Director Plan") was adopted and 200,000
shares of the Company's Common Stock reserved for issuance under
the Director Plan. The Director Plan provides for the automatic
grant of non-transferable options to purchase Common Stock to non-
employee directors of the Company; on the date immediately
preceding the date of each annual meeting of stockholders in
which an election of directors is concluded, each non-employee
director then in office will receive options exercisable for
5,000 shares (or a pro rata share of the total number of shares
still available under the Director Plan). No option may be
granted under the Director Plan after the date of the 1998 annual
meeting of stockholders.
Options issued pursuant to the Director Plan are exercisable
at an exercise price equal to not less than 100% of the fair
market value (as defined in the Director Plan) of shares of
Common Stock on the day immediately preceding the date of the
grant. Options are vested and fully exercisable as of the date
of the grant. Unexercised options expire on the earlier of (i)
the date that is ten (10) years from the date on which they were
granted, (ii) the date which is three calendar months from the
date of the termination of the optionee's directorship for any
reason other than death or disability (as defined in the Director
Plan), or (iii) one year from the date of the optionee's
disability or death while serving as a director.
The Director Plan became effective immediately following the
1994 Annual Meeting of Shareholders. Each nonemployee director
in office on the date immediately preceding the date of each
year's annual meeting will receive options exercisable for 5,000
shares of common stock.
During fiscal year ended April 30, 1999, no director options
were granted to nonemployee directors.
Report of the Compensation Committee of the Board of Directors on
Executive Compensation
Except pursuant to its ISOP and the Director Plan, the
Company does not have any formal annual incentive program, cash
or otherwise, nor does it make annual grants of stock options.
Cash bonuses and stock options, including bonuses and options
paid to executive officers, have generally been awarded based
upon individual performance, business unit performance and
corporate performance, in terms of cash flow, growth and net
income as well as meeting budgetary, strategic and business plan
goals.
The Company is committed to providing a compensation program
that helps attract and retain the best people for the business.
The Company endeavors to achieve symmetry of compensation paid to
a particular employee or executive and the compensation paid to
other employees or executives both inside the Company and at
comparable companies.
The remuneration package of the Chief Executive Officer
includes a percentage bonus based on the Company's profitable
performance.
Performance Graph
The following stock performance graph shall not be deemed
incorporated by reference by any general statement incorporating
the Proxy Statement by reference into any filing under the
Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, and shall not be deemed filed
or to constitute soliciting material under such Acts except to
the extent that the Company specifically incorporates this
information by reference.
The following line graph compares the yearly change in
cumulative total return on the Company's common stock for the
past five years with the cumulative total return of (i) the
NASDAQ Stock Market for US companies (MARKET INDEX), and (ii)
NASDAQ Non-Financial Stocks (PEER INDEX).
Comparison of Five-Year Cumulative Returns
04/30/94 04/30/95 04/30/96 04/30/97 04/30/98 04/30/99
-------- -------- -------- -------- -------- --------
Jayark Corporation 100.0 77.8 40.0 20.0 16.0 3.125
CRSP Index for NASDAQ 100.0 125.0 126.0 200.0 200.0 400.0
Stock Market(US Companies)
CRSP Index for NASDAQ 100.0 120.0 130.0 300.0 325.0 600.0
Non Financial Stocks
The graph assumes $100 was invested on April 30, 1994, in
each of the following: the Company's common stock, the NASDQ
Stock Market Index, and the NASDAQ sub index for Non-Financial
Stocks. The Company's common stock performance shown is not
necessarily indicative of future performance.
PROPOSAL NUMBER 2
Independent Accountants
BDO Seidman, LLP has been the Company's independent public
accountants for the past several years. The Board of Directors
recommends that the stockholders approve the appointment of BDO
Seidman, LLP as the Company's independent public accountants for
the fiscal year ending April 30, 2000. Unless otherwise
indicated, all properly executed proxies received by the Company
will be voted in favor of the appointment of BDO Seidman, LLP.
An adverse vote will be considered as a direction to the Company
to select other independent accountants in the following year.
It is expected that a representative of BDO Seidman, LLP
will be available for the Annual Meeting, with the opportunity to
make a statement if he desires to do so, and will be available to
respond to appropriate questions.
PROPOSAL NUMBER 3
Stock Split
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO EFFECT THE REVERSE STOCK SPLIT
General
The Board of Directors has declared it advisable and in the
best interest of the Company and its stockholders to amend the
Certificate of Incorporation to effect a one-for-ten reverse
stock split (the "Reverse Stock Split") of the issued and
outstanding shares of common stock. A copy of the Amendment is
attached as Appendix A.
If the Amendment is approved by the stockholders, each ten
shares of common stock outstanding at the close of business on
the effective date of the Amendment (the "Effective Time") will
be converted automatically into one share of common stock. To
avoid the existence of fractional shares of common stock,
stockholders who would otherwise be entitled to receive
fractional shares of common stock equal to one-half or more will
receive one whole share. No shares or scrip shall be issued to
holders in respect of any fraction less than one-half. The
Effective Time is anticipated to be as soon as practicable
following the date of the Special Meeting.
Purposes of Reverse Stock Split
The Board of Directors believes that the Reverse Stock Split
will cause the stock price of the common stock, currently below
$5.00, to be more appropriately aligned with the Company's peers
in the audio-visual industry. The Reverse Stock Split should
cause the common stock to be more attractive to the financial
community and lower the costs of trading for the investing
public. Further, the Reverse Stock Split will reduce
administrative costs for the Company.
Many institutional and other investors look upon stock
trading at low prices as unduly speculative in nature and, as a
matter of policy, avoid investment in such stocks. Accordingly,
the Board of Directors believes that the current per share price
of the common stock may reduce the effective marketability of the
shares because of the reluctance of many leading brokerage firms
to recommend low priced stock to their clients. Further, various
brokerage house policies and practices tend to discourage
individual brokers from dealing in low priced stocks. Some of
those policies and practices pertain to the payment of brokers'
commissions and to time-consuming procedures which function to
make the handling of low priced stocks unattractive to brokers
from an economic standpoint. Additionally, the structure of
trading commissions also tends to have an adverse impact upon
holders of low priced stock because the brokerage commission on a
sale of low priced stock generally represents a higher percentage
of the sales price than the commission on higher priced issues.
The Board of Directors believes that the shares of common
stock will, as a result of the Reverse Stock Split, trade at
higher prices than those which have prevailed recently. There
can be no assurance, however, that such increase in the market
value will occur or, if such an increase occurs, that it will
equal or exceed the direct arithmetical result of the Reverse
Stock Split since there are numerous factors and contingencies
which would effect such value, including the status of the market
for the shares of common stock at the time, the Company's
reported results of operations in future fiscal periods and
general stock market conditions. Therefore, there can be no
assurance that the shares of common stock will not, despite the
Reverse Stock Split, trade at prices which are less than the
arithmetical equivalent share price resulting from the Reverse
Stock Split.
Effects of Reverse Stock Split
If the Amendment is implemented the number of outstanding
shares of common stock will be reduced from approximately
27,663,597 shares to approximately 2,766,360 shares. The
Amendment would not affect any stockholder's proportionate equity
interest in the Company, except for minor differences resulting
from the rounding of fractional shares. The Amendment also would
not affect the rights, preferences privileges or priorities of
any of the Company's outstanding classes and series of stock.
The Amendment will not affect the registration of the common
stock under the Securities Exchange Act of 1934. All fees
incurred in connection with the implementation of the proposed
one-for-ten Reverse Stock Split will be borne by the Company.
The Company also has approximately 800,000 shares reserved
for issuance upon exercise of stock appreciation rights ("SARs"),
leaving 26,433,640 shares of common stock authorized, but
unissued and not reserved for any particular purpose. All of the
26,433,640 shares of common stock authorized but unissued and not
reserved for future issuance would be subject to issuance, from
time to time, in the discretion of the Board of Directors for any
proper corporate purpose without further action by stockholders
unless otherwise required by law or other applicable rules and
regulations.
The number of shares subject to stock appreciation rights
("SARs") granted to directors, officers and employees of the
Company under the Company's various stock plans and the strike
price for such SARs will be proportionately adjusted for the
Reverse Stock Split. The number of shares of common stock
authorized for the stock plans will also be proportionately
adjusted.
The Reverse Stock Split may leave certain stockholders with
one or more "odd lots" of common stock, or stock in amounts of
less than 100 shares. Such odd lots may be more difficult to
sell or may require greater transaction costs per share to sell
than shares in even multiples of 100. The Company may consider
implementing in the future, an odd-lot repurchase program to
allow shareholders owning less than 100 shares of common stock to
sell their odd-lot holdings.
Although the Board of Directors believes as of the date of
this Proxy Statement that the Reverse Stock Split is advisable,
the Reverse Stock Split Proposal may be abandoned by the Board of
Directors at any time before, during or after the Special Meeting
and prior to filing the amendment to the Articles of
Incorporation with the State Corporation Commission.
Exchange of Stock Certificates and Elimination of Fractional
Share Interests
The Reverse Stock Split will occur at the Effective Time
without any action on the part of the Company's stockholders and
without regard to the date or dates certificates formerly
representing shares of common stock ("old certificates") are
physically surrendered for certificates representing the number
of shares of common stock such stockholders are entitled to
receive as a result of the Reverse Stock Split ("new
certificates").
As soon as practicable after the Effective Time, the Company
will send a letter of transmittal to each stockholder of record
at the Effective Time for use in transmitting old certificates to
the Company's transfer agent, American Stock Transfer & Trust
Company, 40 Wall Street, 46th Floor, New York, New York 10005
(the "Exchange Agent"). The letter of transmittal will contain
instructions for the surrender of old certificates to the
Exchange Agent in exchange for new certificates representing the
number of whole shares of new common stock into which their
shares of common stock represented by the old certificates have
been converted as a result of the Reverse Stock Split.
Stockholders should not send their old certificates to the
Exchange Agent until they have received the letter of
transmittal. Old certificates not presented for surrender as
soon as is practicable after the letter of transmittal is sent
shall be exchanged for new certificates at the first time they
are otherwise presented for transfer. Until so surrendered, each
current certificate representing shares of common stock will be
deemed for all corporate purposes after the Effective Date to
evidence ownership of common stock in the appropriately reduced
whole number of shares.
Federal Income Tax Consequences
The following is a summary of the material anticipated
federal income tax consequences of the Reverse Stock Split to
stockholders of the Company. This summary is based on the
federal income tax laws now in effect and as currently
interpreted; it does not take into account possible changes in
such laws or interpretations, including amendments to applicable
statutes, regulations and proposed regulations or changes in
judicial or administrative rulings, some of which may have
retroactive effect. This summary is provided for general
information only and does not purport to address all aspects of
the possible federal income tax consequences of the Reverse Stock
Split and is not intended as tax advice to any person. In
particular, and without limiting the foregoing, this summary does
not consider the federal income tax consequences to stockholders
of the Company in light of their individual investment
circumstances or to holders subject to special treatment under
the federal income tax laws (for example, life insurance
companies, regulated investment companies and foreign taxpayers).
The summary does not address any consequence of the Reverse Stock
Split under any state, local, or foreign tax laws.
No ruling from the Internal Revenue Service ("Service") or
opinion of counsel will be obtained regarding the federal income
tax consequences to the stockholders of the Company as a result
of the Reverse Stock Split. Accordingly, each stockholder is
encouraged to consult his or her tax advisor regarding the
specific tax consequences of the proposed transaction to such
stockholder, including the application and effect of state,
local, and foreign income and other tax laws.
The Company believes that the Reverse Stock Split would be a
tax-free recapitalization to the Company and its stockholders.
If the Reverse Stock Split qualifies as a recapitalization under
Section 368 (a)(1)(E) of the Internal Revenue Code of 1986, as
amended, a stockholder of the Company who exchanges his or her
common stock solely for new common stock should recognize no gain
or loss for federal income tax purposes. A stockholder's
aggregate tax basis in his or her shares of new common stock
received from the Company should be the same as his or her
aggregate tax basis in the common stock exchanged therefor. The
holding period of the new common stock received by such
stockholder should include the period during which the common
stock surrendered in exchange therefor was held, provided all
such common stock was held as a capital asset on the date of the
exchange.
Vote Required
Assuming a quorum is present, the affirmative vote of
the holders of a majority of the outstanding shares of common
stock of the Company is required to approve the Amendment. The
presence in person or by proxy of stockholders entitled to vote a
majority of the outstanding shares of common stock will
constitute a quorum. Shares represented by proxy or in person at
the meeting, including shares represented by proxies that reflect
abstentions, will be counted as present in the determination of a
quorum. An abstention will have the same effect as a vote
"against" the Amendment proposal. "Broker non-votes" (i.e.,
where a broker or nominee submits a proxy specifically indicating
the lack of discretionary authority to vote on a matter) will be
treated in the same manner as abstentions.
The votes represented by the proxies received will be voted
FOR approval of the adoption of the proposed amendment to the
Company's Articles of Incorporation, unless a vote against such
approval or to abstain from voting is specifically indicated on
the proxy.
The Board of Directors recommends a vote FOR the proposal to
amend the Articles of Incorporation to effect a one-for-ten split
of the issued and outstanding shares of common stock.
Other Matters
The Board of Directors is not aware of any other matters
that are to be presented to stockholders for formal action at the
meeting. However, if any other matter properly comes before the
meeting or any adjournments thereof, it is the intention of the
persons named in the enclosed form of proxy to vote those proxies
in accordance with their judgment on the matter.
Stockholders Proposals to the 2000 Annual Meeting
Proposals of stockholders to be included in the Company's
proxy materials for the 2000 annual meeting must be received in
writing by the Company at its executive offices not later than
May 15, 2000, in order to be included in the Company's proxy
materials relating to that meeting.
Report on Form 10-K
The Annual Report on Form 10-K, a separate report filed with
the Securities and Exchange Commission, provides more detailed
information on the Company, a copy of which is enclosed herewith.
A copy may also be obtained, without charge, by a written request
directed to Jayark Corporation, 300 Plaza Drive, Vestal, New York
13850. The Company will also furnish any exhibits described in
the list accompanying the Form 10-K, upon written request and
payment of reasonable fees relating to the Company's furnishing
such exhibits.
Inquiries
Stockholder inquiries regarding changes of address, transfer
of certificates and lost certificates should be directed to the
Company's transfer agent: American Stock Transfer & Trust
Company, 40 Wall Street, 46th Floor, New York, New York 10005.
APPENDIX A
PROPOSED AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing Paragraph A of Article IV
thereof so that, as amended said Article shall be and read as
follows:
"A.
The total number of all shares of all classes of stock which
the Corporation shall have authority to issue is 35,000,000, of
which 30,000,000 shares shall be common stock, par value $.01 per
share ("Common Stock"), and 5,000,000 shares shall be preferred
stock, par value $.01 per share ("Preferred Stock").
Effective at the close of business on the effective date of
this amendment (the "Effective Time"), the filing of this
amendment shall effect a reverse stock split (the "Reverse Stock
Split") pursuant to which each ten (10) issued and outstanding
shares of Common Stock of the Corporation, par value of $.01 per
share, shall be combined into one (1) validly issued, fully paid
and nonassessable share of Common Stock of the Corporation, par
value of $.01 per share. Each stock certificate that prior to the
Effective Time represented shares of Common Stock shall,
following the Effective Time, represent the number of shares into
which the shares of Common Stock represented by such certificate
shall be combined.
No fractional shares or scrip for fractional shares shall be
issued by reason of this Reverse Stock Split. In cases in which
the Reverse Stock Split would otherwise result in any shareholder
holding a fractional share, the Corporation shall issue one share
for each fractional share of Common Stock equal to or greater
than one-half and no shares for each fractional share of Common
Stock less than one-half.
After the Effective Time, each holder of record of shares of
Common Stock shall be entitled to receive, upon the surrender of
the certificate or certificates representing the shares of Common
Stock held by such holder immediately prior to the Effective Time
at the office of the transfer agent of the Corporation in such
form and accompanied by such documents, if any, as may be
prescribed by the transfer agent of the Corporation, a new
certificate or certificates representing the number of shares of
Common Stock of which such record owner is entitled after giving
effect to the Reverse Stock Split. The Reverse Stock Split will
be deemed to occur at the Effective Time, regardless of when the
certificates are surrendered.
JAYARK CORPORATION
1999 ANNUAL MEETING OF STOCKHOLDERS
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON
NOVEMBER 22, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ON BEHALF OF
THE COMPANY
OCTOBER 26, 1999
The undersigned stockholder of Jayark Corporation, a Delaware
corporation (the "Company"), hereby acknowledges receipt of the
Notice of Annual Meeting of Stockholders and Proxy Statement,
each dated October 26, 1999, and hereby appoints David Koffman
and Robert C. Nolt, and each of them, proxies and attorneys-in-
fact, with full power to each of substitution and resubstitution,
on behalf and in the name of the undersigned, to represent the
undersigned at the 1999 Annual Meeting of Stockholders of the
Company, to be held on November 22, 1999, at 9:00 a.m., local
time, at 300 Plaza Drive, Vestal, New York 13850, and at any
adjournments thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below:
1. Election of Directors.
Nominees: Jeffrey P. Koffman [ ] FOR [ ] WITHHELD
Arthur G. Cohen [ ] FOR [ ] WITHHELD
2. To ratify the appointment of BDO Seidman, LLP as independent
accountants for the fiscal year ending April 30, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To amend the Company's Certificate of Incorporation to
effect a reverse stock split whereby each ten shares of
outstanding common stock, par value $.01, would be automatically
converted into one share of outstanding common stock, par value
$.01.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, upon any and all such other
matters as may properly come before the meeting or any
adjournment thereof.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR CHANGE OF ADDRESS AND NOTE AT LEFT [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR,
IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE
ELECTION OF JEFFREY P. KOFFMAN AND ARTHUR G. COHEN, FOR THE
RATIFICATION OF BDO SEIDMAN, LLP, FOR THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION AND AS SAID PROXIES DEEM ADVISABLE
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
This proxy must be signed exactly as your name appears
hereon. Executors, administrators, trustees, etc. should
give full title as such. If the stockholder is a corporation,
a duly authorized officer should sign on behalf of the
corporation and should indicate his or her title.
Date:
Signature:
Date:
Signature:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.