SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
Belmac 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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[X ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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BELMAC CORPORATION
ONE URBAN CENTRE
SUITE 550
4830 WEST KENNEDY BOULEVARD
TAMPA, FLORIDA 33609
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 8, 1995
Tampa, Florida
November 9, 1995
To the Stockholders of
Belmac Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of BELMAC CORPORATION, a Florida corporation (the "Company"), will
be held on Friday, December 8, 1995 at 11:00 a.m. New York time at The New York
Vista, 3 World Trade Center, New York, New York 10048, for the purpose of
considering and acting upon the following matters:
(1) A proposal to amend the Company's Articles of Incorporation
to increase the number of its authorized shares of Common Stock, $.02 par
value, from 5,000,000 to 20,000,000 shares;
(2) A proposal to amend the Company's Articles of Incorporation
to change its name to Bentley Pharmaceuticals, Inc.; and
(3) The transaction of such other business as may properly be
brought before the Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on November 6,
1995 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting.
You are cordially invited to attend the Meeting. Whether or not it is
your intention to attend the Meeting, you are urged to complete, sign and date
the enclosed form of proxy, and return it promptly in the enclosed reply
envelope. No postage is required if mailed in the United States. Returning
your proxy does not deprive you of your right to attend the Meeting and to vote
your shares in person. THIS SOLICITATION IS BEING MADE ON BEHALF OF THE
COMPANY'S BOARD OF DIRECTORS.
By Order of the Board of Directors
/s/ Michael D. Price
MICHAEL D. PRICE
Secretary
BELMAC CORPORATION
ONE URBAN CENTRE
SUITE 550
4830 WEST KENNEDY BOULEVARD
TAMPA, FLORIDA 33609
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 8, 1995
This Proxy Statement, to be mailed to stockholders on or about
November 9, 1995, is furnished in connection with the solicitation by the Board
of Directors of Belmac Corporation, a Florida corporation (the "Company"), of
proxies in the accompanying form ("Proxy" or "Proxies") for use at the Special
Meeting of Stockholders of the Company to be held on December 8, 1995 at 11:00
a.m. New York time at The New York Vista, 3 World Trade Center, New York, New
York 10048 and at any adjournments or postponements thereof (the "Meeting").
All Proxies received will be voted in accordance with the
specifications made thereon or, in the absence of any specification, for the
proposals to amend the Company's Articles of Incorporation to increase the
number of shares of its common stock, $.02 par value ("Common Stock"),
authorized for issuance to 20,000,000 shares and to amend the Company's
Articles of Incorporation to change its name to Bentley Pharmaceuticals, Inc.
Any Proxy given pursuant to this solicitation may be revoked by the person
giving it any time prior to the exercise of the powers conferred thereby by
notice in writing to Michael D. Price, Secretary of the Company, One Urban
Centre, Suite 550, 4830 West Kennedy Blvd., Tampa, Florida 33609.
Only holders of record of the Company's issued and outstanding
Common Stock as of the close of business on November 6, 1995 will be entitled
to notice of, and to vote at, the Meeting or any adjournments thereof for which
a new record date is not fixed. As of the close of business on such date,
there were issued and outstanding 2,980,995 shares of the Company's Common
Stock, each of which is entitled to one vote upon each matter to be voted upon
at the Meeting. The holders of a majority of the shares entitled to vote at
the Meeting will constitute a quorum for the transaction of business. Proxies
submitted which contain abstentions or broker non-votes will be deemed present
at the Meeting in determining the presence of a quorum. The affirmative vote
of the holders of a majority of the shares of the Company's Common Stock cast
at the Meeting at which a quorum is present will be required to approve the
amendments to the Company's Articles of Incorporation. Shares of Common Stock
that are voted to abstain and shares which are subject to broker non-votes with
respect to any matter will not be considered cast with respect to that matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of November 6, 1995
as to (i) each person (including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) who is known to
the Company to be the beneficial owner of more than five percent of the
Company's Common Stock, its only class of voting securities, and (ii) the
shares of the Company's Common Stock beneficially owned by all executive
officers and directors of the Company as a group. Unless otherwise indicated,
the information in this Proxy Statement has been adjusted to give retroactive
effect to a one-for-ten reverse stock split of the Company's Common Stock
effected on July 25, 1995.
Amount and
Nature of
Beneficial Percent of
Name and Address of Beneficial Owner: Ownership (1) Class
Shulmit Pritziker 453,020(2) 14.06%
50 Broad Street
New York, New York 10004
Ilya Margulis 427,300(3) 13.96%
50 Broad Street
New York, New York 10004
Light Associates 200,594(4) 6.73%
1031 Rosewood Way
Alameda, California 94501
Susquehanna Capital Group 177,843(5) 5.69%
42 Read's Way
New Castle, Delaware 19720
All current executive officers and 51,615(6) 1.71%
directors as a group (6 persons)
(1) Except as otherwise indicated, all shares are beneficially owned, and
sole investment and voting power is held, by the owners named.
(2) Includes 240,904 shares of Common Stock which Shulmit Pritziker will have
the right to acquire, upon listing of the underlying shares by the
American Stock Exchange, pursuant to stock purchase warrants.
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(3) Includes 79,100 shares of Common Stock which Ilya Margulis will have the
right to acquire, upon listing of the underlying shares by the American
Stock Exchange, pursuant to stock purchase warrants.
(4) As reported in the Light Associates Schedule 13-D (Amendment No. 4) dated
January 20, 1995.
(5) Includes 143,343 shares of Common Stock which Susquehanna Capital Group
has the right to acquire pursuant to presently exercisable stock purchase
warrants and 34,500 shares of Common Stock which the Company believes
continue to be beneficially owned by Susquehanna Capital Group.
(6) Includes 46,850 shares of Common Stock which certain of the current
executive officers and directors have the right to acquire pursuant to
presently exercisable stock options.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the Company's Common Stock as of November 6, 1995 as to (i) each director of
the Company, (ii) each individual who served as chief executive officer and all
other executive officers of the Company during the year ended December 31, 1994
whose compensation exceeded $100,000, and (iii) all current executive officers
and directors as a group.
Amount and
Nature of
Beneficial Percent of
Name of Beneficial Owner: Ownership (1) Class
James R. Murphy, Chairman of the Board, 2,587(2) *
President, Chief Executive
Officer and Director
Robert M. Stote, M.D. 31,700(3) 1.05%
Senior Vice President, Chief
Science Officer and Director
Michael D. Price 10,403(4) *
Vice President, Chief
Financial Officer, Treasurer,
Secretary and Director
Randolph W. Arnegger 1,013(5) *
Director
Charles L. Bolling 4,800(6) *
Director
Doris E. Wardell 1,112(7) *
Director
Donald E. Boultbee 66 *
Former President, Former Chief
Executive Officer and Former Director
Ranald Stewart, Jr. 62,175(8) 2.05%
Former Chairman of the Board, Former
Chief Executive Officer and Former Director
All current executive officers
and Directors as a group (6 persons) 51,615(9) 1.71%
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_________________________________
* Less than one percent
(1) Except as otherwise indicated, all shares are beneficially owned,
and sole investment and voting power is held, by the persons named.
(2) Includes 2,000 shares of Common Stock which Mr. Murphy has the
right to acquire pursuant to presently exercisable stock options.
(3) Includes 50 shares of Common Stock owned by Dr. Stote's son as to
which Dr. Stote disclaims beneficial ownership. Also includes
31,250 shares of Common Stock which Dr. Stote has the right to
acquire pursuant to presently exercisable stock options.
(4) Includes 101 shares of Common Stock owned by Mr. Price's sons as to
which Mr. Price disclaims beneficial ownership. Also includes
10,000 shares of Common Stock which Mr. Price has the right to
acquire pursuant to presently exercisable stock options.
(5) Includes 6,000 shares of Common Stock which Mr. Arnegger has the
right to acquire pursuant to presently exercisable stock options.
(6) Includes 100 shares of Common Stock owned by Mr. Bolling's wife as
to which Mr. Bolling disclaims beneficial ownership. Includes
4,000 shares of Common Stock which Mr. Bolling has the right to
acquire pursuant to presently exercisable stock options.
(7) Includes 1,000 shares of Common Stock which Mrs. Wardell has the
right to acquire pursuant to presently exercisable stock options.
(8) Includes 4,775 shares of Common Stock owned by Mr. Stewart's wife,
as to which Mr. Stewart disclaims beneficial ownership. Also
includes 45,200 shares of Common Stock which Mr. Stewart has the
right to acquire pursuant to presently exercisable stock options
and 6,000 shares of Common Stock granted to Mr. Stewart which will
be issued upon listing of such shares with the American Stock
Exchange.
(9) Includes 46,850 shares of Common Stock which certain of such
executive officers and directors have the right to acquire pursuant
to presently exercisable stock options.
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PROPOSAL TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
On October 18, 1995, the Board of Directors adopted a resolution
approving a proposal to amend Article III of the Company's Articles of
Incorporation in order to increase the number of shares of Common Stock which
the Company is authorized to issue from 5,000,000 to 20,000,000. The Board of
Directors determined that such amendment is advisable and directed that the
proposed amendment be considered at the Meeting. The amendment will not affect
the number of shares of Preferred Stock authorized, which is 2,000,000 shares
of Preferred Stock, par value $1.00 per share.
PURPOSES AND EFFECTS OF INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK
The proposed amendment will increase the number of shares of Common
Stock which the Company is authorized to issue from 5,000,000 to 20,000,000.
The additional 15,000,000 shares will be a part of the existing class of Common
Stock, and if and when issued, will have the same rights and privileges as the
shares of Common Stock presently issued and outstanding. The holders of Common
Stock of the Company are not entitled to preemptive rights.
The Company intends to conduct a public offering of shares of
Common Stock or securities convertible into shares of Common Stock for cash if
this proposal is approved and the Company intends to file with the Securities
and Exchange Commission a Registration Statement pursuant to which such shares
are to be registered for issuance. The net proceeds of the public offering are
expected to be approximately $5,000,000, approximately $500,000 or 10% of which
will be applied to capital refurbishment of certain manufacturing facilities,
approximately $750,000 or 15% of which will be applied to research and
development, approximately $1,800,000 or 36% of which will be used to retire
outstanding convertible debt, and the remaining approximately $1,950,000 or 39%
of which will be used for working capital and/or potential acquisitions.
The Company has no other present plans, understandings, or
agreements for the issuance or use of the proposed additional shares of Common
Stock. However, the Board of Directors believes that the proposed increase is
desirable so that, as the need may arise, the Company will have more financial
flexibility and be able to issue shares of Common Stock, without the delay of a
special shareholders' meeting, in connection with possible additional equity
financings, future opportunities for expanding the business through
acquisitions or investments, and management incentive and employee benefit
plans. The Company is engaged in efforts to identify businesses which are
complementary to the Company's business and which enhance stockholder value as
acquisition targets. There can be no assurance that acquisition opportunities
will be available or that the Company will have sufficient resources to
consummate any such acquisition.
The authority of the Board of Directors to issue Common Stock could
also potentially be used to discourage attempts by others to obtain control of
the Company through merger, tender offer, proxy contest or otherwise by making
such attempts more difficult or costly to achieve.
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If the proposed amendment is adopted there will be approximately
7,743,106 authorized shares that are not outstanding, reserved for issuance or
held in the treasury of the Company. As of November 6, 1995 the Company had
2,982,178 shares of Common Stock issued, of which 1,183 were held in the
treasury of the Company, and 9,274,716 are reserved for issuance upon exercise
or conversion of certain rights.
NO DISSENTER'S RIGHTS
Under Florida law, stockholders are not entitled to dissenter's
rights with respect to the proposed amendment.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of
the Company's Common Stock cast at the Meeting at which a quorum is present
will be required to approve the amendment to the Company's Articles of
Incorporation. Abstentions and broker non-votes are not deemed to be cast at
the Meeting and, accordingly, the percentage of affirmative votes required for
approval does not need to take into account any abstentions or broker non-
votes.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS
PROPOSAL.
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PROPOSAL TO CHANGE THE COMPANY'S NAME
The Board of Directors of the Company has unanimously approved a
change of the Company' s name to "Bentley Pharmaceuticals, Inc." The Board of
Directors believes the change to Bentley Pharmaceuticals, Inc. offers
definitive advantages. The Board of Directors of the Company believes that a
new name will enhance the success of marketing in the highly competitive
pharmaceutical industry.
Assuming approval of the proposed name change by the requisite vote
of stockholders at the Meeting, it is expected that the Articles of Amendment
to the Company's Articles of Incorporation (the "Amendment") will be filed to
effect the name change as promptly as practicable. However, the Board of
Directors may abandon or delay the name change at any time before or after the
Meeting and prior to the effective date for the name change if for any reason
the Board of Directors deems it advisable to do so. In addition, the Board of
Directors may make any and all changes to the form of Amendment that it deems
necessary in order to file the Amendment with the Florida Department of State
and give effect to the name change.
After the proposed name change becomes effective it will NOT be
necessary for stockholders to surrender their present Belmac Corporation stock
certificates.
NO DISSENTER'S RIGHTS
Under Florida law, stockholders are not entitled to dissenter's
rights with respect to the proposed Amendment.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of
the Company's Common Stock cast at the Meeting at which a quorum is present
will be required to approve the Amendment. Abstentions and broker non-votes
are not deemed to be cast at the Meeting and, accordingly, the percentage of
affirmative votes required for approval does not need to take into account any
abstentions or broker non-votes.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS
PROPOSAL.
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MISCELLANEOUS
STOCKHOLDER PROPOSALS
From time to time stockholders may present proposals for
consideration at a meeting which may be proper subjects for inclusion in the
proxy statement and form of proxy related to that meeting. Stockholder
proposals intended to be included in the Company's proxy statement and form of
proxy relating to the Company's 1996 Annual Meeting of Stockholders must be
received by the Company at its principal offices, One Urban Centre, Suite 550,
4830 West Kennedy Boulevard, Tampa, Florida 33609 by December 26, 1995. Any
such proposals, as well as any questions relating thereto, should be directed
to the Secretary of the Company at such address.
ADDITIONAL INFORMATION
The cost of solicitation of Proxies, including the cost of
reimbursing banks, brokers and other nominees for forwarding proxy solicitation
material to the beneficial owners of shares held of record by them and seeking
instructions from such beneficial owners, will be borne by the Company. The
Company has engaged Chemical Mellon Shareholder Services of New York
("Chemical") to solicit proxies and has agreed to pay Chemical a fee of $7,000
plus their accountable expenses in connection with this solicitation. Proxies
may be also solicited without extra compensation by certain officers and
regular employees of the Company. Proxies may be solicited by mail, and if
determined to be necessary, by telephone, telegraph or personal interview.
OTHER MATTERS
Management does not intend to bring before the Meeting any matters
other than those specifically described above and knows of no matter other than
the foregoing to come before the Meeting. If any other matters or motions
properly come before the Meeting, it is the intention of the persons named in
the accompanying Proxy to vote such Proxy in accordance with their judgment on
such matters or motions, including any matters dealing with the conduct of the
Meeting.
By Order of the Board of Directors
/s/ Michael D. Price
MICHAEL D. PRICE
Secretary
Tampa, Florida
November 9, 1995
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BELMAC CORPORATION
SPECIAL MEETING OF STOCKHOLDERS - DECEMBER 8, 1995
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, as proxies for the
undersigned, James R. Murphy, Dr. Robert M. Stote and Michael D. Price and each
of them, with full power of substitution, to vote all shares of Common Stock of
the undersigned in Belmac Corporation (the "Company") at the Special Meeting of
Stockholders of the Company to be held at The New York Vista, 3 World Trade
Center, New York, New York 10048 on December 8, 1995, at 11:00 o'clock A.M.,
local time (the receipt of Notice of which meeting and the Proxy Statement
accompanying the same being hereby acknowledged by the undersigned), or at any
adjournments thereof, upon the matters described in the Notice of Special
Meeting and Proxy Statement and upon such other business as may properly come
before such meeting or any adjournments thereof, hereby revoking any proxies
heretofore given.
EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE HEREOF. IF NO
SPECIFICATIONS ARE MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
"FOR" THE APPROVAL OF THE AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION
INCREASING THE NUMBER OF SHARES OF COMMON STOCK, $.02 PAR VALUE, AUTHORIZED FOR
ISSUANCE FROM 5,000,000 TO 20,000,000 SHARES OF COMMON STOCK AND CHANGING THE
COMPANY'S NAME TO BENTLEY PHARMACEUTICALS, INC.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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Please mark boxes in blue or black ink.
[ x ]
Approval of an amendment to the Company's Articles of Incorporation increasing
the number of shares of Common Stock, $.02 par value, authorized for issuance
from 5,000,000 to 20,000,000 shares of Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Approval of an amendment to the Company's Articles of Incorporation changing
the Company's name to Bentley Pharmaceuticals, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
NOTE: Please date and sign your name or
names exactly as set forth hereon. If
signing as attorney, executor,
administrator, trustee or guardian, please
indicate the capacity in which you are
acting. Proxies by corporations should be
signed by a duly authorized officer and
should bear the corporate seal.
Dated: __________________________, 1995
_____________________________________
_____________________________________
Signature of Stockholder(s)
_____________________________________
Print Name(s)
PLEASE SIGN AND RETURN THE PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
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