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 Section 240.14a-11(c) or Sectioin 240.14a-12
Equitex, Inc.
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(Name of Registrant as Specified in its Charter)
Thomas B. Olson
---------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuat to Exchange Act Rule 0-11:____________________________
(4) Proposed Maximum aggregate value of transaction:______________
(5) Total Fee Paid:_______________________________________________
[ ] Fee previously paid with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by regitration 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:______________________________________________
EQUITEX, INC.
7315 East Peakview Avenue
Greenwood Executive Park, Building 8
Englewood, Colorado 80111
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NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 30, 1997
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December 5, 1997
TO THE STOCKHOLDERS OF EQUITEX, INC.:
The 1997 Annual Meeting of Stockholders of Equitex, Inc., a Delaware
corporation (the "Company"), will be held at the offices of Friedlob Sanderson
Raskin Paulson & Tourtillott, LLC, 1400 Glenarm Place, Third Floor, Denver,
Colorado 80202, on December 30, 1997 at 10:00 a.m. Mountain Standard Time, to
consider and take action on:
1. The election of three directors to serve until the next annual
meeting of stockholders and until their successors have been elected and
qualified. (Passage of this proposal requires the affirmative vote of a majority
of the voting shares represented at the meeting.)
2. A proposal to ratify the appointment of Davis & Co., CPAs, P.C. as
the independent auditor of the Company for the year ending December 31, 1997.
(Passage of this proposal requires the affirmative vote of a majority of the
voting shares represented at the meeting.)
3. Such other business as may properly come before the meeting, or any
adjournment or adjournments thereof.
The discussion of the proposals of the Board of Directors set forth
above is intended only as a summary, and is qualified in its entirety by the
information relating to the proposals set forth in the accompanying Proxy
Statement.
Only holders of record of Common Stock at the close of busi ness on
December 4, 1997 will be entitled to notice of and to vote at this Annual
Meeting, or any postponements or adjournments thereof.
December 5, 1997 By Order of the Board of
Directors:
Thomas B. Olson
Secretary
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
YOUR VOTE IS IMPORTANT
EQUITEX, INC.
7315 East Peakview Avenue
Greenwood Executive Park, Building 8
Englewood, Colorado 80111
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 1997
December 5, 1997
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH A SOLICITATION OF PROXIES
(IN THE FORM ENCLOSED) BY THE BOARD OF DIRECTORS OF EQUITEX, INC. (THE
"COMPANY") TO BE USED AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS AT 10:00 A.M.
(MOUNTAIN STANDARD TIME), ON DECEMBER 30, 1997 AT THE OFFICES OF FRIEDLOB
SANDERSON RASKIN PAULSON & TOURTILLOTT, LLC, 1400 GLENARM PLACE, THIRD FLOOR,
DENVER, COLORADO 80202. THE PROXY AND PROXY STATEMENT WILL BE MAILED TO STOCK
HOLDERS ON OR ABOUT DECEMBER 5, 1997.
REVOCABILITY OF PROXY
If the enclosed Proxy is executed and returned, it will be voted on the
proposals as indicated by the stockholder. The Proxy may be revoked by the
stockholder at any time prior to its use by notice in writing to the Secretary
of the Company, by executing a later dated proxy and delivering it to the
Company prior to the meeting or by voting in person at the meeting.
SOLICITATION
The cost of preparing, assembling and mailing the Notice of Meeting,
Proxy Statement and Proxy (the "Proxy Materials"), mis cellaneous costs with
respect to the Proxy Materials and solici tation of the Proxies will be paid by
the Company. The Company also may use the services of its directors, officers
and employees to solicit Proxies, personally or by telephone and telegraph, but
at no additional salary or compensation. The Company intends to request banks,
brokerage houses and other custodians, nominees and fiduciaries to forward
copies of the Proxy Materials to those persons for whom they hold such shares
and request authority for the execution of the Proxies. The Company will
reimburse them for the reasonable out-of-pocket expenses incurred by them in so
doing.
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VOTING SECURITIES
Holders of record of the Company's common stock, $.02 par value (the "Old
Common Stock"), at the close of business on December 4, 1997 (the "Record Date")
will be entitled to vote on all matters. On the Record Date the Company had
3,461,115 shares of Common Stock outstanding. The holders of all shares of
Common Stock are entitled to one vote per share. The only class of voting
securities outstanding is the Common Stock. One-third of the issued and
outstanding shares of the Common Stock entitled to vote, represented in person
or by proxy, constitutes a quorum at any stockholders' meeting. Passage of each
proposal requires the affirmative vote of a majority of the voting shares
represented in person or by proxy at the meeting. Abstentions on a proposal will
be counted as votes against that proposal. Broker non-votes will not be counted
as shares represented at the meeting.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Set forth below is information as to certain persons known by the Company
to be the beneficial owner of more than five percent of the outstanding Common
Stock and the beneficial ownership of the Company's directors, individually, and
officers and directors as a group as of December 4, 1997:
Shares owned
Name and address of beneficially Percent
beneficial owner and of record (1) of Class
- ------------------- ----------------- --------
Henry Fong 881,329 (2)(3) 24.0%
7315 E. Peakview Ave.
Englewood, CO 80111
Unnamed Association 187,500 5.4%
of Persons
c/o Gary L. Blum, Esq.
9595 Wilshire Blvd.
Suite 511
Beverly Hills, CA 90212
Russell L. Casement 75,000 (4) 2.1%
1355 South Colorado Blvd.
Suite 320
Denver, CO 80202
Aaron A. Grunfeld 59,800 (4) 1.7%
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, CA 90025
-2-
Shares owned
Name and address of beneficially Percent
beneficial owner and of record (1) of Class
- ------------------- ----------------- --------
Officers and directors 1,021,129 (2)(3)(5)(6) 27.4%
as a group (four
persons)
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(1) The beneficial owners exercise sole voting and investment power.
(2) Includes 206,545 shares underlying options granted under the Company's
1993 Stock Option Plan.
(3) Includes 15,000 shares of common stock owned by the president's wife of
which Mr. Fong disclaims beneficial ownership.
(4) Includes 50,000 shares underlying options granted under the Company's
1993 Stock Option Plan for Non-Employee Directors.
(5) Includes 100,000 shares underlying options granted under the Company's
1993 Stock Option Plan for Non-Employee Directors.
(6) Includes 5,000 shares underlying options granted under the Company's
1993 Stock Option Plan.
No change in control of the Company has occurred since the beginning of
the last calendar year.
The Company does not know of any arrangements, the operation of which
may, at a subsequent date, result in a change in control of the Company.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The following three persons are to be elected as directors of the
Company for a term of one year and until the election and qualification of their
successors: Henry Fong, Russell L. Casement and Aaron A. Grunfeld. These three
directors will constitute the entire Board of Directors. The persons named in
the proxy intend to vote for Messrs. Fong, Casement and Grunfeld who have been
recommended for election by the Board of Directors of the Company unless a
stockholder withholds authority to vote for any or all of the nominees. If any
nominee is unable to serve or, for good cause, will not serve, the persons named
in the proxy reserve the right to substitute another person of their choice as
nominee in his place. Each of the nominees has agreed to serve, if elected.
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Vote Required
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A majority of the votes cast at the meeting by stockholders entitled to
vote thereon will be required for election to the Board of Directors.
INFORMATION ABOUT DIRECTORS AND OFFICERS
Name
Principal occupation
Henry Fong,
Age 60* Mr. Fong has been the President, Treasurer and a director of
the Registrant since inception. From 1987 to June 1997, Mr.
Fong was chairman of the board and chief executive officer
of RDM Sports Group, Inc. (f/k/a Roadmaster Industries,
Inc.) a publicly-held investee of the Registrant and was its
president and treasurer from 1987 to 1996. From July 1996 to
October 1997, Mr. Fong was a director of IntraNet Solutions,
Inc., a publicly-held investee company which provides
internet/intranet solutions to Fortune 1000 companies and
was the chairman of the board and treasurer of its
predecessor company, MacGregor Sports and Fitness, Inc. from
February 1991 until the two companies merged in July 1996.
Since January 1993, Mr. Fong has been chairman of the board
and Chief Executive Officer of California Pro Sports, Inc.,
a publicly-traded manufacturer and distributor of in-line
skates, hockey equipment and related accessories. From 1959
to 1982 Mr. Fong served in various accounting, finance and
budgeting positions with the Department of the Air Force.
During the period from 1972 to 1981 he was assigned to
senior supervisory positions at the Department of the Air
Force headquarters in the Pentagon. In 1978, he was selected
to participate in the Federal Executive Development Program
and in 1981, he was appointed to the Senior Executive
Service. In 1970 and 1971, he attended the Woodrow Wilson
School, Princeton University and was a Princeton Fellow in
Public Affairs. Mr. Fong received the Air Force Meritorious
Civilian Service Award in 1982. Mr. Fong is a certified
public accountant. In March 1994, Mr. Fong was one of twelve
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CEOs selected as Silver Award winners in FINANCIAL WORLD
magazine's corporate American "Dream Team."
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* Mr. Fong is an "interested person" of the Company as defined under the
Investment Company Act of 1940, as amended, because he is an affiliated
person under that Act.
Russell L. Casement,
Age 54 Dr. Casement has been a director of the Registrant since
February 1989. In 1994, Dr. Casement became the President of
ProMark, Inc. a privately-held investee of the Registrant
which currently is inactive. Since 1969, Dr. Casement has
been the president of his own private dental practice,
Russell Casement, D.D.S., P.C., in Denver, Colorado. Dr.
Casement earned a Doctor of Dental Science degree from
Northwestern University in 1967. Dr. Casement is a member of
the American Dental Association, the Colorado Dental
Association and the Metro Denver Dental Association.
Aaron A. Grunfeld,
Age 50 Mr. Grunfeld has been a director of the Registrant since
November 1991. Mr. Grunfeld has been engaged in the practice
of law for the past 26 years and has been of counsel to the
firm of Resch, Polster, Alpert, and Berger, LLP, Los
Angeles, California since November 1995. From April 1990 to
November 1995, Mr. Grunfeld was a member of the firm of
Spensley Horn Jubas & Lubitz, Los Angeles, California. Mr.
Grunfeld received an A.B. in Political Science from UCLA in
1968 and a J.D. from Columbia University in 1971. He is a
member of the California Bar Association.
Thomas B. Olson,
Age 31 Mr. Olson has been Secretary of the Registrant since January
1988. Since February 1990, Mr. Olson has been a director,
and since May 1994, Secretary of Immune Response, Inc. a
publicly held investee of the Registrant formerly engaged in
laboratory medical testing and related research activities
but which now is seeking other business opportunities. Mr.
Olson has attended Arizona State University and the
University of Colorado at Denver.
The Board took action through five board meetings during the 1996
fiscal year.
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The Board of Directors has an Audit Committee consisting of Dr.
Casement, as chairman, and Mr. Grunfeld, and a Compensation Committee consisting
of Mr. Grunfeld, as chairman, and Dr. Casement. The Board of Directors does not
have and does not expect to appoint a nominating committee.
The Audit Committee reviews and approves the scope of the annual audit
undertaken by the Company's independent public accountants and meets with them
as is necessary to review the progress and results of their work as well as any
recommendations they may make. The Committee also reviews the fees of the
independent public accountants and recommends to the Board of Directors the
appointment of independent public accountants. In connection with the internal
accounting controls of the Company, the Committee reviews internal audit
procedures and reporting systems. The Compensation Committee reviews the
Company's compensation arrangements as is necessary and makes recommendations to
the Board of Directors.
The Audit Committee met once during the 1996 fiscal year and the
Compensation Committee did not meet.
Each director receives an annual retainer of $10,000, paid monthly, and
$500 for each Board meeting attended, as well as reimbursement for expenses
incurred in attending Board meetings. Until June 1995, each director received
$1,500 for each meeting attended and no annual retainer.
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
Compensation of Officers
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Henry Fong, the President of the Company, is the only officer of the
Company whose compensation exceeded $100,000 for the fiscal year ended December
31, 1996. In October 1997, the Company's Board of Directors directed the
Compensation Committee to retain an outside consultant to review the President's
compensation for 1998. The following table summarizes compensation paid to Mr.
Fong during the years ended December 31, 1996, 1995, and 1994:
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Annual Compensation ($$)
------------------------------------------
Long Term
Compensation
Awards
(a) (b) (c) (d) (e) (g) (i)
Name and Other All
Principal Annual Options Other
Position Year Salary Bonus Compensation & SARs Compensation
- -------- ---- ------ ----- ------------ ------- ------------
($$ ) ($$) ($$) (##) ($$)
Henry Fong 1996 183,013 314,328(1) -0- -0- 165,000(2)
President,
Treasurer
Principal
Executive
Officer and
Accounting
Officer
Henry Fong 1995 183,013 571,693(1) -0- -0- 165,000(2)
Henry Fong 1994 183,013 669,536(1) -0- 206,545 165,000(2)
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(1) Mr. Fong receives an annual bonus which equals 3% of the Company's
total assets as of year end.
(2) On April 1, 1992, the Company purchased a life insurance policy with
retirement benefits for Mr. Fong which pays his beneficiary $2,600,000
in the event of Mr. Fong's untimely death or provides for retirement
benefits for Mr. Fong upon his retirement at or after age 65 utilizing
the cash value of the policy at that time. This benefit is being
provided to Mr. Fong in consideration of his more than ten years of
service to the Company and in anticipation of his serving the Company
until retirement. The Company has no other retirement or pension plan
for Mr. Fong. The annual premium on this policy is $105,414 per year
for seven years until March 30, 1999, and may be considered other
future compensation to Mr. Fong. For the year ended December 31, 1996,
$105,414 was paid toward the policy and an additional $59,586 was paid
to Mr. Fong for deferred income taxes on the policy. The amount in this
column includes payments and tax liability on the life insurance
policy.
Also in April 1992, the Company bought a Key-man Life insurance policy
which pays the Company $3,000,000 in the event of Mr. Fong's untimely death. The
Company paid $14,300 on this policy in 1996 which is not considered compensation
to Mr. Fong.
Option/SAR Grants During Fiscal 1996
- ------------------------------------
No stock options or stock appreciation rights were granted to the
person named in the Summary Compensation Table during the fiscal year ended
December 31, 1996.
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Aggregated Option/SAR Exercises During Fiscal 1996 and December 31,
1996 Option/SAR Values
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The following table summarizes information concerning the exercise of
options during the fiscal year ending December 31, 1996, and the unexercised
value of the options held by the person named in the Summary Compensation Table.
(a) (b) (c) (d) (e)
Number of (1)
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End (#)
Acquired on Valued Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
Henry Fong -0- -0- 206,545/-0- (245,272)/-0-
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(1) Market value of the underlying securities at year-end, minus the
exercise price of "in-the-money" options/SARs.
Compensation of Directors
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Each director receives an annual retainer of $10,000, paid monthly, and
$500 for each Board meeting attended, as well as reimbursement for expenses
incurred in attending Board meetings. Until June 1995, each director received
$1,500 of each Board meeting attended and no annual retainer.
1993 Stock Option Plan for Non-Employee Directors
- -------------------------------------------------
The Company has adopted the 1993 Stock Option Plan for Non- Employee
Directors (the "Directors' Plan") reserving an aggregate of 250,000 shares of
Common Stock for issuance pursuant to the exercise of stock options (the
"Options") which may be granted to non-employee directors of the Company. On
July 5, 1995, an order was issued by the Securities and Exchange Commission
authorizing the Directors' Plan and the options granted thereunder. The
Directors' Plan is for a ten year term commencing July 5, 1995 (the "Effective
Date"). Each Non-Employee Director automatically, as of the Effective Date, was
granted an option to purchase 50,000 shares of Common Stock at $3.00 per share.
Thereafter, each director who first becomes a Non-Employee Director after the
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Effective Date shall automatically, as of the date 90 days following the date
such director first becomes a non-employee director, be granted an option to
purchase 50,000 shares of Common Stock. No additional options can be granted
under the Directors' Plan except to a director who first becomes a Non-Employee
Director after the Effective Date. No discretionary grants can be made under the
Directors' Plan.
Employment Contracts and Termination of Employment and Change-in-
Control Arrangements
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On April 1, 1992, the Company bought a life insurance policy on the
Company's President, Henry Fong, which provides for a payment to Mr. Fong's
beneficiary of $2,600,000 in the event of his untimely death or a retirement
benefit to Mr. Fong of the cash value of the policy upon Mr. Fong's retirement
from the Company at or after age 65. The Company has no other compensation plan
or arrangement with respect to any executive officer which plan or arrangement
results or will result from the resignation, retirement or any other termination
of such individual's employment with the Company. The Company has no plan or
arrangement with respect to any such persons which will result from a change in
control of the Company or a change in the individual's responsibilities
following a change in control.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT
OF 1934
To the Company's knowledge, based solely upon a review of the copies of
the Forms 3, 4 and 5 filed pursuant to Section 16(a) of the Securities and
Exchange Act of 1934 as furnished to the Company and written representations
that no other reports were required, during the fiscal year ended December 31,
1996, all of the Corporation's officers, directors and greater than ten percent
beneficial owners made all required filings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company currently leases approximately 1,800 square feet of office
space in Greenwood Executive Park, 6400 South Quebec, Englewood, Colorado from a
partnership in which its President and his wife are sole partners, on terms
comparable to the existing market for similar facilities.
During the period from May 1, 1997 through December 1, 1997, the
Company's President loaned the Company a total of $240,000. Of this amount,
$161,481 has been repaid leaving a principal balance due at December 1, 1997 of
$345,519 plus accrued interest. These uncollateralized loans are all due on
demand and bear interest at 8% per annum. In addition, a related entity loaned
the Company $100,000 in August 1997. This loan bears interest at 12% per annum,
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is due on demand and is collateralized by 25,000 shares of the Company's
investment in an investee company's common stock.
Effective October 31, 1997, the Company entered into an agreement with
an investee company, IntraNet Solutions, Inc. ("IntraNet"). Because the Company
had entered into a prior indemnification agreement with IntraNet in July 1996,
it agreed to purchase a certain note receivable in the amount of $564,755 which
IntraNet had from an RDM subsidiary, Hutch Sports USA ("Hutch"). This amount is
included as "accrued liability-indemnity agreement" in the September 30, 1997
financial statements. Hutch had filed bankruptcy on August 29, 1997. The Company
paid $414,755 of the purchase amount to IntraNet on October 31, 1997. The
balance of $150,000 is due on demand but no later than December 31, 1997. The
note bears interest at 8.75% per annum, is secured by an officer's pledging of a
common stock purchase warrant relating to 62,550 shares of IntraNet and is also
personally guaranteed by the Company's President. Furthermore, the Company's
President agreed to resign from the Board of IntraNet, both IntraNet and the
Company agreed to terminate effective October 31, 1997 the indemnification
agreement under which the Company's maximum exposure was $2,000,000, and agreed
to mutually release each other from any claims relating to this agreement and
certain other items.
The Company has placed members of its Board and its officers on the
boards of directors of certain investee companies and other companies in which
it has obtained an equity interest or to which it has made loans or guarantees.
In most instances, the board representation was subsequent to these
acquisitions, loans or guarantees. The Company may be considered to be in
control of certain of its investee companies.
PROPOSAL NUMBER TWO
APPOINTMENT OF INDEPENDENT AUDITOR
The Board of Directors of the Company has appointed the firm of Davis &
Co., CPAs, P.C., as independent auditor of the Company for the year ended
December 31, 1997. A representative of Davis & Co., CPAs, P.C., is not expected
to be present at the meeting. There are no existing direct or indirect
understandings or agreements between the Company and Davis & Co., CPAs, P.C.,
that place a limit on current or future years' audit fees.
The firm of Davis & Co., CPAs, P.C., provided services to the Company
during the year ended December 31, 1996 relating principally to the examination
of the financial statements and related reporting which included the annual
audit of the Company's financial statements.
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Vote Required
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A majority of the votes cast at the meeting by stockholders entitled to
vote thereon will be required to ratify the appointment of the independent
auditors.
FINANCIAL INFORMATION
A copy of the 1996 Annual Report of the Company, including audited
financial statements, is being sent to stockholders with this Proxy Statement.
OTHER MATTERS
Management does not know of any other matters to be brought before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the appointees named in the enclosed form of Proxy to vote in
accordance with their best judgment on such matters.
STOCKHOLDER PROPOSALS
Any stockholder proposing to have any appropriate matter brought before
the 1998 Annual Meeting of Stockholders, tentatively scheduled for July 27,
1998, must submit such proposal in accordance with the proxy rules of the
Securities and Exchange Commission. Such proposals should be sent to Thomas B.
Olson, Secretary, Equitex, Inc., 7315 East Peakview Avenue, Greenwood Executive
Park, Building 8, Englewood, Colorado 80111, for receipt no later than March 30,
1998.
By Order of the Board of
Directors:
EQUITEX, INC.
Date: December 5, 1997 Thomas B. Olson,
Secretary
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PROXY
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EQUITEX, INC.
7315 East Peakview Avenue
Greenwood Executive Park, Building 8
Englewood, Colorado 80111
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Equitex, Inc. (the "Company") hereby
constitutes and appoints Henry Fong or Thomas B. Olson as attorneys and proxies,
to appear, attend and vote all of the shares of the Common Stock of Equitex,
Inc. standing in the name of the undersigned at the 1997 Annual Meeting of
Stockholders of Equitex, Inc. to be held at the offices of Friedlob Sanderson
Raskin Paulson & Tourtillott, LLC, 1400 Glenarm Place, Third Floor, Denver,
Colorado 80202, on December 30, 1997, at 10:00 a.m., Mountain Standard Time, and
at any postponements or adjournments thereof:
1. To elect the following three directors to serve until the next
annual meeting of stockholders and until their successors have been elected and
qualified: Henry Fong, Russell L. Casement and Aaron A. Grunfeld.
For all nominees _______.
Withhold authority to vote for all nominee(s) ______.
Withhold authority to vote for nominee(s) named below:
------------------------------------------------------------
2. To consider and vote upon the ratification of the appointment of
Davis & Co., CPAs, P.C., as independent auditor of the Company for the year
ending December 31, 1997.
FOR ______ AGAINST ______ ABSTAIN ______
3. To transact such other business as may properly come before the
meeting.
The shares represented hereby will be voted as specified hereon with
respect to proposals one and two, but they will be voted FOR the nominees listed
in proposal one and FOR proposal two if no specification is made. This Proxy
will be voted in accordance with the discretion of the proxies on any other
business.
Please mark, date and sign your name exactly as it appears hereon and
return the Proxy in the enclosed envelope as promptly as possible. It is
important to return this Proxy properly signed in order to exercise your right
to vote if you do not attend the meeting and vote in person. When signing as
agent, partner, attorney, administrator, guardian, trustee or in any other
fiduciary or official capacity, please indicate your title. If stock is held
jointly, each joint owner must sign.
Date: ____________, 1997
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Signature(s)
Address if different from that
on label:
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Street Address
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City, State and Zip Code
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Number of shares
Please check if you intend to be present at the meeting: ______