SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SOLIGEN TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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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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/ / 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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SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 19, 1997
TO ALL SHAREHOLDERS OF SOLIGEN TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of SOLIGEN
TECHNOLOGIES, INC. (the "Company"), will be held on Friday, September 19, 1997,
at 11:00 a.m., local time, at the Chatsworth Hotel, 9777 Topanga Canyon
Boulevard, Chatsworth, California 91311 for the following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified;
2. To amend the Company's 1993 Stock Option Plan to increase the number of
shares available for issuance from 3,500,000 to 5,000,000;
3. To confirm the appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year ending March 31, 1998; and
4. To transact such other business as may properly come before the meeting
and any adjournment thereof.
Only shareholders of record at the close of business on August 1, 1997, are
entitled to notice of and to vote at the Annual Meeting of Shareholders or any
adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS ON
THE PROXY CARD. YOU MAY REVOKE THE PROXY CARD ANY TIME PRIOR TO ITS USE. A
PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. Your shares will be
voted at the meeting in accordance with your proxy. If you attend the meeting,
you may revoke your proxy and vote in person.
By Order of the Board of Directors
/s/ Yehoram Uziel
Yehoram Uziel
PRESIDENT, CEO, DIRECTOR AND
CHAIRMAN OF THE BOARD
August 6, 1997
SOLIGEN TECHNOLOGIES, INC.
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 19, 1997
-----------------
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying Annual Report to Shareholders,
Notice of Annual Meeting, and proxy/voting instruction card (the "Proxy Card")
are being furnished to the holders (collectively, the "Shareholders") of the
common stock (the "Common Stock") of Soligen Technologies, Inc. (the "Company"),
a Wyoming corporation, in connection with the solicitation of proxies by the
Company's Board of Directors for use at the Company's 1997 Annual Meeting of
Shareholders to be held on Friday, September 19, 1997, at 11:00 a.m., local
time, at the Chatsworth Hotel, 9777 Topanga Canyon Boulevard, Chatsworth, CA
91311, and any adjournment thereof (the "Meeting").
Only Shareholders of record at the close of business on August 1, 1997 will
be entitled to notice of and to vote at the Meeting. This Proxy Statement and
the accompanying materials are being mailed on or about August 6, 1997 to all
Shareholders entitled to notice of and to vote at the Meeting. The Annual
Report of the Company for the fiscal year ended March 31, 1997, is being mailed
to Shareholders of record together with the mailing of this Proxy Statement.
The address and phone number of the Company's principal executive office is:
19408 Londelius Street
Northridge, California 91324 USA
Phone (818) 718-1221
The Common Stock constitutes the only class of securities of the Company
entitled to notice of and to vote at the Meeting. In accordance with the
Company's Bylaws, the stock transfer records were compiled at the close of
business on August 1, 1997, the record date set by the Board of Directors for
determining the Shareholders entitled to notice of and to vote at the Meeting
and any adjournment thereof. On that date, there were 32,599,115 shares of
Common Stock outstanding and entitled to vote.
The two persons named as proxies on the enclosed Proxy Card, Yehoram Uziel
and Robert Kassel, were designated by the Board of Directors of the Company.
All properly executed Proxy Cards will be voted (except to the extent that
authority to vote has been withheld or revoked) and where a choice has been
specified by the Shareholder as provided in the Proxy Card, it will be voted in
accordance with the specification so made. Shares represented by Proxy Cards
submitted without specification will be voted FOR Proposal No. 1 to elect the
nominees for directors proposed by the Board of Directors, FOR Proposal No. 2 to
approve the increase in the number of shares of Common Stock from 3,500,000 to
5,000,000 shares that may be issued under the 1993 Stock Option Plan, and FOR
Proposal No. 3 to confirm the selection of Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year
1
ending March 31, 1998. Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before its use, either by written
notice filed with the Secretary or the acting secretary of the Meeting or by
oral notice given by the Shareholder to the presiding officer during the
Meeting. Any Shareholder who has executed a Proxy Card but is present at the
Meeting, and who wishes to vote in person, may do so by revoking his or her
proxy as described in the preceding sentence. Shares represented by valid
Proxy Cards in the form enclosed, received in time for use at the Meeting and
not revoked at or prior to the Meeting, will be voted at the Meeting. The
presence, in person or by proxy, of the holders of a majority of the
outstanding shares of the Company's Common Stock is necessary to constitute a
quorum at the Meeting.
Each share of Common Stock outstanding on the record date is entitled to
one vote at the Meeting. Shares registered in the name of brokers and other
"street name" nominees for which proxies are voted on some but not all matters
will be considered to be voted only as to those matters actually voted, and will
not be considered "shares present" as to matters with respect to which a
beneficial holder has not provided voting instructions (commonly referred to as
"broker non-votes"). If a quorum is present at the Meeting: (i) the five
nominees for election as directors who receive the greatest number of votes cast
for the election of directors by the shares of Common Stock present in person or
represented by proxy at the Meeting and entitled to vote shall be elected
directors; (ii) Proposal No. 2 to amend the Company's 1993 Stock Option Plan to
increase the aggregate number of shares of Common Stock that may be issued
thereunder to 5,000,000 shares will be approved if a majority of the number of
shares of Common Stock present in person or represented by proxy at the meeting
and entitled to vote are voted in favor of the proposal; and (iii) Proposal No.
3 to confirm the selection of Arthur Andersen LLP as independent public
accountants for the Company for the fiscal year ending March 31, 1998 will be
approved if the number of shares of Common Stock present in person or
represented by proxy at the Meeting and entitled to vote on the proposal which
are voted in favor of the proposal exceeds the number of shares which are voted
against it. Shareholders do not have the right to cumulate their votes in an
election of directors.
With respect to the election of directors, directors are elected by a
plurality of the votes cast, and only votes cast in favor of a nominee will have
an effect on the outcome. Therefore, abstention from voting or nonvoting by
brokers will have no effect thereon. With respect to voting on Proposal No. 2,
abstention from voting will have the same effect as voting against the proposal
and nonvoting by brokers will have no effect thereon. With respect to voting on
Proposal No. 3, abstention from voting or nonvoting by brokers will have no
effect thereon.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company.
Solicitation of proxies by mail may be supplemented by telephone, telegraph, or
personal solicitation by the directors, officers or employees of the Company,
who will not be compensated for any such solicitation. Brokers, nominees and
fiduciaries will be reimbursed for out-of-pocket expenses incurred in obtaining
proxies or authorizations from the beneficial owners of the Company's Common
Stock.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board of Directors shall
consist of no less than three and no more than seven directors, the specific
number to be determined by resolution adopted by the Board of Directors. The
Board of Directors has set the number of directors at five. Directors are
elected on an annual basis, and each director is to serve until the next Annual
Meeting of Shareholders or until his or her successor is duly elected and
qualified.
The Board of Directors has nominated each of the persons named below to be
elected to serve as a director:
Yehoram Uziel
Dr. Mark W. Dowley
Kenneth T. Friedman
Patrick J. Lavelle
Darryl J. Yea
Shares of Common Stock represented by the Proxy Cards will be voted FOR the
election to the Board of Directors of the nominees named above unless authority
to vote for a particular director or directors has been withheld in the Proxy
Card. All of the nominees named above have consented to serve as directors for
the ensuing year. The Board of Directors has no reason to believe that any of
the nominees named above will be unable to serve as a director. In the event of
the death or unavailability of any of the nominees named above, the proxy
holders will have discretionary authority under the Proxy Card to vote for a
suitable substitution nominee as the Board of Directors may recommend. Proxies
may not be voted for more than five (5) nominees.
Certain information about each of the persons nominated by the Board of
Directors is set forth under the heading "Management" in this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF YEHORAM UZIEL, DR. MARK W. DOWLEY, KENNETH T. FRIEDMAN, PATRICK J. LAVELLE,
AND DARRYL J. YEA AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED
FOR THE ELECTION OF EACH SUCH NOMINEE UNLESS A SHAREHOLDER HAS INDICATED
OTHERWISE ON THE PROXY CARD.
3
PROPOSAL NO. 2
AMENDMENT TO THE 1993 STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
The Board of Directors has approved an amendment to the Company's 1993
Stock Option Plan (the "Plan") increasing the aggregate number of shares of
Common Stock which may be issued pursuant to the Plan to 5,000,000 shares (an
increase of 1,500,000 shares). For a description of the Plan see "1993 Stock
Option Plan Summary" below.
In the absence of contrary specifications, the shares represented by the
Proxy Cards will be voted FOR the following resolution approving the amendment
to the Plan:
RESOLVED, that the shareholders of Soligen Technologies,
Inc. (the "Company") hereby approve the amendment of the
first sentence of Section 4.1 of the Company's 1993 Stock
Option Plan to read as follows: "The Committee, from time
to time, may provide for the option and sale in the
aggregate of up to five million shares of Common Stock, to
be made available from authorized, but unissued, or
reacquired shares of Common Stock."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL
OF THE FOREGOING AMENDMENT TO THE PLAN, AND PROXIES SOLICITED BY THE BOARD WILL
BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE
PROXY CARD.
4
PROPOSAL NO. 3
CONFIRMATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, independent public
accountants, to audit the financial statements of the Company for the fiscal
year ending March 31, 1998. This selection is being submitted for confirmation
by the Shareholders at the Meeting. If not confirmed, this selection will be
reconsidered by the Board of Directors, although the Board of Directors will not
be required to select different independent public accountants for the Company.
In the absence of contrary specifications, the shares represented by the Proxy
Cards will be voted FOR the following resolution confirming the selection of
Arthur Andersen LLP as the Company's independent public accountants for the year
ending March 31, 1998:
RESOLVED, that the shareholders of Soligen Technologies,
Inc. (the "Company") hereby confirm the selection of Arthur
Andersen LLP as the Company's independent public accountants
for the year ending March 31, 1998.
Representatives of Arthur Andersen LLP are expected to be present at the
Meeting, will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions from Shareholders.
Neither Arthur Andersen LLP nor any partner thereof has any direct financial
interest in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
CONFIRMATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 1998, AND
PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A
SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 18, 1997, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
of (i) each director, (ii) the Chief Executive Officer and each of the four
other most highly compensated executive officers of the Company determined as at
the end of the last fiscal year whose total annual salary and bonus for such
fiscal year exceeded $100,000, and any ex-officers for whom disclosure under
this item (iii) would have been provided except for the fact that the individual
was not serving as executive officer at the end of such fiscal year, (iv) all
persons known by the Company to be beneficial owners of more than 5% of its
Common Stock, and (v) all executive officers and directors of the Company as a
group.
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class (1)
- ------------------------------------ -------------------- ---------------------
Yehoram Uziel
19408 Londelius Street
Northridge, CA 91324 9,506,974 (2) 29%
Charles W. Lewis
19408 Londelius Street
Northridge, CA 91324 2,269,930 (2) 7%
Dr. Mark W. Dowley
3281 Scott Blvd.
Santa Clara, CA 95054 286,500 (3) 1%
Kenneth T. Friedman
23512 Malibu Colony Dr.
Malibu, CA 90265 367,145 (4) 1%
Patrick J. Lavelle
131 Bloor St. West, Suite 815
Toronto, Ontario, Canada M5S 1S3 21,500 (5) *
Darryl J. Yea
750 West Pender St., Suite 1600
Vancouver, B.C., Canada V6C 2T8 725,200 (6) 2%
All executive officers and directors
as a group (8 persons) 13,387,249 (7) 40%
- -----------------------------------
* Represents less than 1%
(1) Based on 32,599,115 total shares issued and outstanding plus options and
warrants exerciseable within 60 days of the date of this Proxy Statement by
individual beneficial owner.
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(2) On April 15, 1993, the Company merged with Soligen, Inc., a Delaware
Corporation ("Soligen"), in a reverse acquisition transaction (the
"Acquisition"). Pursuant to a share exchange agreement, the Company
acquired all of the issued and outstanding shares of Soligen in
consideration of the issuance of 13,000,000 shares of the Company's Common
Stock to the former shareholders of Soligen, consisting of 3,250,000 pooled
shares and 9,750,000 escrow shares allocated as follows:
Name of Recipient Pooled Shares Escrow Shares Total
----------------- ------------- ------------- -----
Yehoram Uziel 1,923,821 5,771,464 7,695,285
Adam Cohen 596,196 1,788,589 2,384,785
Charles Lewis 567,483 1,702,447 2,269,930
MIT 162,500 487,500 650,000
----------- ----------- ----------
Totals 3,250,000 9,750,000 13,000,000
----------- ----------- ----------
----------- ----------- ----------
The pooled shares are subject to the terms of a Pooling Agreement and the
escrow shares are held subject to the terms of an Escrow Agreement. Under
the terms of the pooling agreement, 20% of the pooled shares are to be
released pro rata amongst the pooling shareholders on April 14 of each
year, beginning in 1994 until all pooled shares have been released. On
March 17, 1996, Adam Cohen resigned as the Company's Vice-President of
Engineering. In connection with Mr. Cohen's resignation, the pooling
agreement was modified to permit the release of all pooled shares
beneficially owned by Mr. Cohen. Going forward, 20% of the pooled shares
are to be released pro rata amongst the remaining pooling shareholders on
April 14 of each year hereafter until all pooled shares have been released.
The pooling agreement does not restrict the voting of the pooled shares in
any manner.
The terms and conditions of the Escrow Agreement are prescribed by the
policies of the British Columbia Securities Commission and were issued
under its Local Policy 3-07. The escrow shares are held by the Company's
registrar and transfer agent pursuant to the terms of the Escrow Agreement
which permits the release of one escrow share for each $0.41 Cdn. in net
"cash flow" (as defined in the Escrow Agreement) earned by the Company
during the period beginning November 1, 1993 and ending October 31, 1998.
Under the terms of the Escrow Agreement, if the Company earns net
"cumulative cash flow" (as defined in the Escrow Agreement) of Cdn.
$4,000,000 or approximately US $3,050,000 during the five year earn out
period, all of the escrow shares will be released from escrow. Any shares
not released from escrow at the end of the five year period will be
canceled.
The Escrow Agreement provides that the escrow shares will not be traded in,
dealt with in any manner whatsoever or released, nor may the Company, its
transfer agent or the escrow shareholder make any transfer or record any
trading in such shares without the consent of the Vancouver Stock Exchange.
In addition, the Escrow Agreement provides that the escrow shares may not
be voted on a resolution to cancel any of the escrow shares. Subject to
this exception, the escrow shares have no voting restrictions. The Escrow
Agreement also provides that the escrow shares may not participate in the
assets and property of the Company on a winding up or dissolution of the
Company.
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In connection with Mr. Cohen's resignation, the Vancouver Stock Exchange
consented to Yehoram Uziel's purchase of all of Mr. Cohen's escrow shares,
which purchase was consummated on May 30, 1996.
(3) Includes options to purchase 46,500 common shares which are
exercisable within 60 days from the date of this Proxy Statement.
(4) Includes options to purchase 94,500 common shares and warrants to
purchase 60,145 common shares which are exercisable within 60 days from the
date of the Proxy Statement.
(5) Includes options to purchase 21,500 common shares which are
exerciseable within 60 days from the date of this Proxy Statement.
(6) Includes options to purchase 170,000 common shares which are
exercisable within 60 days from the date of this Proxy Statement. 555,200
of the shares shown are owned by Chelsea Capital Corporation ("Chelsea"), a
private British Columbia corporation which is owned 50% by Darryl J. Yea.
375,000 of these shares are held in escrow subject to the terms of the
Escrow Agreement. Mr. Yea is deemed to have beneficial ownership of these
shares by virtue of his ownership position in Chelsea.
(7) Includes options to purchase 210,000 common shares which are
exerciseable within 60 days from the date of this Proxy Statement.
8
MANAGEMENT
DIRECTORS
The Company's Articles of Incorporation and Bylaws, as amended, provide for
the Company's business to be managed by or under the direction of the Board of
Directors. Under the Company's Bylaws, as amended, the number of directors is
fixed from time to time by the Board of Directors, which number may not be less
than three nor more than seven, and directors serve in office until the next
Annual Meeting of Shareholders or until their successors have been elected and
qualified.
The names of the Company's current directors and certain information about
them are set forth below:
Name Age Position
- ---- --- --------
Yehoram Uziel 46 President, CEO, Director, and Chairman of the
Board of Directors
Dr. Mark W. Dowley 63 Director
Kenneth T Friedman 39 Director
Patrick J. Lavelle 58 Director
Darryl J. Yea 38 Director
Yehoram Uziel has served as President and Director of the Company since
April 1993. Mr. Uziel has served as Chief Executive Officer and Chairman of the
Board of the Company since May 1993. Mr. Uziel served as the Company's Chief
Financial Officer from May 20, 1996 to July 29, 1996. Mr. Uziel has also served
as President and Chief Executive Officer of Soligen from October 1991 to present
and Director, President and Chief Executive Officer of Atop, Inc. ("Altop"), a
wholly-owned subsidiary of the Company from June 1994 to present. From January
1989 to January 1992, he was Vice President of Engineering at 3D Systems, Inc.,
a rapid prototyping manufacturer based in Valencia, California. Prior to 1989,
Mr. Uziel was Director of New Business Development of Optrotech, Inc., a
manufacturer of inspection equipment for the printed circuit board industry
which is based in Israel. From December 1990 to December 1993 Mr. Uziel was
Chairman of the Board of Conceptland Ltd., a rapid prototyping service bureau
based in Israel. Mr. Uziel received a B.Sc. degree in Mechanical Engineering
from the Technion Institute of Technology in Israel.
Dr. Mark W. Dowley has served as Director of the Company since July 1993.
Dr. Dowley has served as President and Chairman of Liconix, Inc., a manufacturer
of helium-cadmium lasers based in Santa Clara, California, since 1972. He has
served as a Director of LEOMA (Lasers & Electro Optical Manufacturers
Association) for four years and has served as a member of the Executive
Committee of the Silicon Valley Council of the American Electronics Association.
Dr. Dowley has served as a Director of Sports Software, a manufacturer of tennis
analysis systems, since 1985.
9
Kenneth T. Friedman has served as Director of the Company since
September 9, 1996. Mr. Friedman is President and Founder of Friedman
Enterprises, an investment bank and investment company that specializes in
mergers and acquisitions and raising debt and equity capital. Prior to
Friedman Enterprises, Mr. Friedman was President, Founder, and a member of
the board of directors of Houlihan, Lokey, Howard & Zukin Capital, an
investment bank. Prior to, and simultaneous with such position, Mr. Friedman
was also a Managing Director and a member of the board of directors of
Houlihan, Lokey, Howard & Zukin, Inc. a financial advisory company
specializing in investment banking, money management and valuing companies
and securities. Mr. Friedman received his MBA from Harvard Business School.
Patrick J. Lavelle has served as Director of the Company since September
1994. Mr. Lavelle has been the Chairman of the Federal Business Development
Bank of Canada from 1994 to the present. Mr. Lavelle has been the Chairman and
Chief Executive Officer of Patrick J. Lavelle and Associates, a management firm,
from 1991 to the present. From 1991 to 1994, Mr. Lavelle was Chairman of the
Canadian Council for Aboriginal Business. Mr. Lavelle is a director of Revenues
Properties, Co. and several Canadian companies. Previously, Mr. Lavelle was
Vice President, Corporate Development at Magna International, Inc., a leading
automotive parts manufacturer, where he oversaw business relations with Japanese
and other Pacific Rim auto producers. Mr. Lavelle also served as President of
the Automotive Parts Manufacturers' Association of Canada. Previously, he held
the position of Deputy Minister of Industry, Trade and Technology for the
Province of Ontario and was simultaneously Secretary of the Premier's Council
and an Advisor to the Planning and Priorities Board of Cabinet. Mr. Lavelle
also served as Agent General for the Government of Ontario in Paris, France.
Darryl J. Yea has served as Director since November 1992 and was formerly
interim President of the Company (from November 1992 to April 1993). Mr. Yea
has served as President and Director of C. M. Oliver Capital Corporation, an
investment banking and management consulting firm based in Vancouver, British
Columbia, Canada, from 1986 to present. Mr. Yea has also been a Director of
PlanVest Capital Corporation and a Director of C. M. Oliver & Company Limited, a
Vancouver-based brokerage firm, since 1992. Mr. Yea is also a Director and
former President of DataWave Word Vending Inc. in Vancouver. Mr. Yea is a
member of the Real Estate Institute of British Columbia and the Institute of
Certified Management Consultants of British Columbia. Mr. Yea received a
B.Comm. degree in both Urban Land Economics and Finance from the University of
British Columbia in Canada.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
During the fiscal year ended March 31, 1997, the Board of Directors held
six (6) meetings and took action pursuant to four (4) unanimous written
consents. Rules adopted under the Securities Exchange Act of 1934 require the
Company to disclose in this proxy statement whether any director attended fewer
than 75% of the total number of meetings of the Board of Directors or of
committees of the Board of Directors on which he served during the fiscal year
ending March 31, 1996. During the fiscal year ending March 31, 1997, each of
the directors attended more than 75% of the meetings of the Board of Directors
or committees of the Board of Directors on which he served.
10
The Audit Committee, which did not meet formally in the fiscal year ended
March 31, 1997, has two members, Darryl J. Yea and Dr. Mark W. Dowley. The
Audit Committee reviews with the Company's independent auditors the scope,
results and costs of the annual audit, and the Company's accounting policies and
financial reporting.
The 1993 Stock Option Plan Administrative Committee has three members, Dr.
Mark W. Dowley, Patrick Lavelle and Darryl J. Yea. The Administrative Committee
was established to administer the Company's 1993 Stock Option Plan on behalf of
the Board of Directors in accordance with the terms thereof.
The Compensation Committee consists of Dr. Mark W. Dowley, Kenneth T.
Friedman, Patrick J. Lavelle and Darryl J. Yea. The Compensation Committee was
established April 28, 1997, with the responsibility for reviewing and approving
the salaries and other benefits of the executive officers of the Company. In
addition, the Compensation Committee consults with the Company's management
regarding other benefits plans and compensation policies and practices of the
Company.
The Board of Directors does not have a nominating committee.
EXECUTIVE OFFICERS
The names of, and certain information regarding, the executive officers of
the Company who are not also directors are set forth below. Officers of the
Company are appointed by the Board of Directors of the Company at the annual
meeting of the Board of Directors to hold office until their successors are
elected and qualified. Officers serve at the discretion of the Board of
Directors.
Name Age Position
- ---- --- --------
Robert Kassel 70 Chief Financial Officer and Chief Administrative
Officer
Charles W. Lewis 46 Vice President, Soligen, Inc.
Amir Gnessin 38 Vice President of Engineering, Soligen, Inc.
Robert Kassel was appointed Chief Administrative Officer in May 1996 and
Chief Financial Officer in July 1996. From 1993 to 1996, Mr. Kassel worked as
an independent consultant. During 1994, Mr. Kassel also served as Manufacturing
Manager for G & H Technologies. Mr. Kassel served as Operations Officer for
Ceradyne, a manufacturer of advanced technical products from, 1989 to 1993.
From 1979 to 1988, Mr. Kassel worked as Division General Manager for SFE
Technologies, which manufactures multi-layer capacitors and EMI-RFI filters for
telecommunications, computers and industrial controls. Mr. Kassel was the
Division Vice-President for William House Regency, a manufacturer of paper
products, from 1972 to 1979.
11
Charles W. Lewis served as Vice President of Operations of the Company from
July 1993 to July 1995. Mr. Lewis has served as Vice President of the Company's
subsidiary, Soligen, Inc., from 1992 to present and as Vice President of Altop
from January 1995 to the present. Mr. Lewis also served as Secretary of the
Company from 1992 to 1993. From 1991 to 1992, he was Director of Engineering
for BHK Inc., a manufacturer of scientific arc lamps which is based in Pomona,
California. From 1986 to 1991, Mr. Lewis was Program Manager for 3D Systems,
Inc., a rapid prototyping firm based in Valencia, California. Mr. Lewis
received a B.A. in Physics from the University of California in San Diego.
Amir Gnessin has served as Vice President of Engineering of Soligen, Inc.
from April 1994 to present. Mr. Gnessin joined the Company in August 1992 as a
Senior Mechanical Engineer and was promoted to Mechanical Team Leader in
February 1993. From 1989 to 1992, Mr. Gnessin worked as a design engineer and
manager at Optrotech, Inc., a manufacturer of inspection equipment for the
printed circuit board industry which is based in Israel. Mr. Gnessin received a
BS in Mechanical Engineering from the Technion Institute of Technology in
Israel.
No family relationship exists among any directors or executive officers of
the Company or the nominees for election to the Company's Board of Directors.
12
EXECUTIVE COMPENSATION
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table provides certain summary information concerning
compensation awarded to, earned by or paid to Yehoram Uziel for the fiscal years
ended March 31, 1995 March 31, 1996 and March 31, 1997.
Summary Compensation Table
Annual Compensation
-------------------
Name and principal position Year Salary
- --------------------------- ---- -------------------
Yehoram Uziel, President, CEO, Fiscal year ended 3/31/95 $100,832
Director and Chairman of the Board of
the Company; President and CEO of Fiscal year ended 3/31/96 $ 99,320
Soligen, Inc.; and CEO of Altop, Inc.
Fiscal year ended 3/31/97 $ 99,486
No other executive officer received compensation in excess of $100,000 in
the fiscal year ended March 31, 1997. No executive officer received a bonus in
the fiscal year ended March 31, 1997.
No options or stock appreciation rights were granted to or exercised by
executive officers of the Company during the fiscal year ended March 31, 1997.
The Company had no long-term incentive plan for the fiscal year ended March
31, 1997. The Company has no employment contracts, no termination of employment
agreements, and no change of control agreements with any named executive
officer.
COMPENSATION OF DIRECTORS
Pursuant to the Company's 1993 Stock Option Plan, as amended (the "Plan"),
on October 1, 1993, Dr. Mark Dowley was granted a nonstatutory stock option to
purchase 25,000 shares of Common Stock to compensate him for his duties as
Director; this option is exercisable at Cdn. $2.20, vests over four years
beginning October 1, 1994 and expires October 1, 2003. On February 22, 1996,
Dr. Dowley was granted an additional nonstatutory stock option to purchase
50,000 shares of Common Stock to compensate him for his duties as Director; this
option is exerciseable at $0.75. On February 22, 1996, Mr. Kenneth T. Friedman
was granted a nonstatutory stock option to purchase 150,000 shares of Common
Stock to compensate him for his duties as an advisor, this option is exercisable
at $0.75, vests over four years beginning February 23, 1996 and expires February
23, 2005. On February 22, 1996, Mr. Kenneth T. Friedman was granted an
additional nonstatutory stock option to purchase 150,000 shares of Common Stock
to compensate him for his duties as Director, this option is exercisable at
$0.75, vests over four years beginning December 1, 1996 and expires December 1,
2005. On April 15, 1993, Mr. Darryl J. Yea
13
was granted a nonstatutory stock option to purchase 170,000 shares of Common
Stock to compensate him for his duties as Director; this option is
exercisable at Cdn. $1.00, vests over four years beginning April 15, 1994 and
expires April 15, 2003. On February 22, 1996, Patrick J. Lavelle was granted
a nonstatutory stock option to purchase 50,000 shares of Common Stock to
compensate him for his duties as Director; this option is exerciseable at
$0.75, vests over four years beginning February 23, 1996 and expires February
23, 2005. Other than options granted under the Plan, the Directors receive
no compensation for serving as Directors of the Company. Expenses incurred in
attending the Board of Directors meetings are reimbursed by the Company.
1993 STOCK OPTION PLAN SUMMARY
BACKGROUND. On February 17, 1993, the Board of Directors adopted the 1993
Stock Option Plan (the "Plan"). The Plan was subsequently amended by the Board
of Directors on March 26, 1993, and as amended, was approved by the Company's
Shareholders on February 16, 1994. The Board of Directors approved an
additional amendment to the Plan on October 19, 1994, which was subsequently
approved by the Company's Shareholders on July 21, 1995. This amendment
increased the aggregate number of shares of the Company's Common Stock which may
be issued under the Plan from two million (2,000,000) shares to three million
five hundred thousand (3,500,000) shares. The Plan provides for the grant of
incentive stock options to selected officers and other employees of the Company
or Soligen and non-qualified stock options to selected employees, officers,
Directors and consultants of the Company or Soligen to purchase shares of the
Company's Common Stock.
As of March 31, 1997, the persons eligible to participate in the Plan
included approximately 70 employees of the Company. Non-employee directors and
consultants who provide services to the Company are also eligible to participate
in the Plan. As of March 31, 1997, options to purchase 3,297,000 shares of
Common Stock were outstanding at a weighted average exercise price of
approximately US. $0.78 per share. There were no shares issued upon exercise of
options and 203,000 shares of Common Stock were available for future grants
under the Plan.
ADMINISTRATION. In compliance with amended Rule 16b-3, adopted by the
Securities and Exchange Commission pursuant to the Securities and Exchange Act
of 1934, the Plan is administered by either the Company's Board of Directors or
by a committee of two or more Directors. The Board of Directors or the
committee, if appointed, is referred to in the Plan as the "Administrative
Committee." The Administrative Committee has full authority to administer the
Plan in accordance with its terms and to determine all questions arising in
connection with the interpretation and application of the Plan. The Board of
Directors may delegate the responsibility for administering the Plan with
respect to designated classes of eligible participants to different committees,
subject to such limitations as the Board deems appropriate. Administrative
Committee members will serve for such terms as the Board may determine, subject
to removal by the Board at any time. The composition of any committee
responsible for administering the Plan with respect to officers and directors of
the Company who are subject to Section 16 of the Exchange Act will comply with
the requirements of Rule 16b-3 promulgated under Section 16(b) to the Exchange
Act, or any successor provision.
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MINIMUM OPTION PRICE. The exercise price for options under the Plan
shall be determined by the Administrative Committee; provided, however, that
the exercise price of incentive stock options under the Plan must equal or
exceed the fair market value of the Common Stock on the date of grant (110%
of the fair market value in the case of employees who hold 10% or more of the
voting power of the Common Stock). As defined in the Plan, "fair market
value" shall mean the last reported sales price of the Common Stock on the
American Stock Exchange on the last business day prior to the date of grant.
VESTING OF OPTIONS. All options granted pursuant to the Plan vest over
four years on the anniversary of the date of grant. At the discretion of the
Board of Directors, they may vest in any vesting schedule so long as options
vest at a rate of at least twenty percent (20%) per year.
DURATION OF OPTIONS. Subject to earlier termination as a result of the
dissolution or liquidation of the Company or a material change in the capital
structure of the Company, or as a result of termination of employment, death
or disability, each option granted under the Plan shall expire on the date
specified by the Administrative Committee, but in no event more than (i.) ten
years from the date of grant in the case of incentive stock options
generally, and (ii.) five years from the date of grant in the case of
incentive stock options granted to an employee who holds 10% or more of the
voting power of all Common Stock.
MEANS OF EXERCISING OPTIONS. An option is exercised by giving written
notice to the Company, which notice must be accompanied by full payment of the
purchase price therefore, either (i.) in cash or by certified check, (ii.) at
the discretion of the Administrative Committee, through delivery of shares of
Common Stock having a fair market value equal to the cash exercise price of the
option, (iii.) at the discretion of the Administrative Committee, by delivery of
the optionee's personal recourse note in the amount of the cash exercise price
of the option, or (iv.) at the discretion of the Administrative Committee, by
any combination of (i.), (ii.) and (iii.) above.
TERM AND AMENDMENT OF THE PLAN. The Plan will expire pursuant to its terms
on February 16, 2003. The Board of Directors may terminate or amend the plan at
any time; provided, however, that the following actions will not become
effective without Shareholder approval obtained within 12 months before or after
the Board adopts a resolution authorizing such action:
(a) increasing the total number of shares that may be issued under the
Plan (except by adjustment under the Plan);
(b) materially modifying the requirements of the Plan regarding
eligibility for participation in the Plan;
(c) materially increasing the benefits accruing to participants under the
Plan; and
(d) making any change in the terms of the Plan that would cause the
incentive stock options granted under the Plan to lose their
qualification as incentive stock options under section 422 of the
Internal Revenue Code of 1986, as amended.
ASSIGNABILITY. No option granted under the Plan is assignable or
transferable by the optionee except by will or by the laws of descent and
distribution.
15
FEDERAL TAX EFFECTS OF ISOs. The Company intends that each incentive stock
option ("ISO") granted under the Plan will qualify as incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"). An optionee acquiring stock pursuant to an incentive
stock option receives favorable tax treatment in that the optionee does not
recognize any taxable income at the time of the grant or upon exercise. The tax
treatment of the disposition of ISO stock depends upon whether the stock is
disposed of within the holding period, which is the later of two years from the
date the ISO is granted or one year from the date the ISO is exercised. If the
optionee disposes of ISO stock after completion of the holding period, the
optionee will recognize as capital gains the difference between the amount
received in such disposition and the basis in the ISO stock, i.e. the option's
exercise price. If the optionee disposes of ISO stock before the holding period
expires, it is considered a disqualifying disposition, and the optionee must
recognize the gain on the disposition as ordinary income in the year of the
disqualifying disposition. Generally, the gain is equal to the difference
between the option's exercise price and the stock's fair market value at the
time the option is exercised and sold (the "bargain purchase element"). While
the exercise of an ISO does not result in taxable income, there are implications
with regard to the alternative minimum tax ("AMT"). When calculating income for
AMT purposes, the favorable tax treatment granted ISOs is disregarded and the
bargain purchase element of the ISO is considered as part of AMT income. Just
as the optionee does not recognize any taxable income on the grant or exercise
of an ISO, the Company is not entitled to a deduction on the grant or exercise
of an ISO. Upon a disqualifying disposition of ISO stock, the Company may
deduct from taxable income in the year of the disqualifying disposition an
amount generally equal to the amount that the optionee recognizes as ordinary
income due to the disqualifying disposition.
FEDERAL TAX EFFECTS OF NON-ISOs. If an option does not meet the statutory
requirements of Section 422 of the Internal Revenue Code and therefore does not
qualify as an ISO, the difference, if any, between the option's exercise price
and the fair market value of the stock on the date the option is exercised is
considered compensation and is taxable as ordinary income to the optionee in the
year the option is exercised, and is deductible by the Company for federal
income tax purposes in such year. Although an optionee will generally realize
ordinary income at the time the non-qualifying stock option is exercised, if the
stock issued upon exercise of the option is considered subject to a "substantial
risk of forfeiture" and no "Section 83 Election" has been filed, then the
optionee is not taxed when the option is exercised, but rather when the
forfeiture restriction lapses. At that time, the optionee will realize ordinary
income in an amount equal to the difference between the option's exercise price
and the fair market value of the stock on the date the forfeiture restriction
lapses.
The foregoing summary of federal income tax consequences of stock options
does not purport to be complete, not does it discuss the provisions of the
income tax laws of any state of foreign country in which the optionee might
reside.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the outstanding shares of the Company's Common Stock, to file with the
Securities and Exchange Commission (the "SEC") initial
16
reports of beneficial ownership and reports of changes in beneficial
ownership of the Common Stock and other equity securities of the Company.
The Company's directors and executive officers and greater than ten percent
beneficial owners are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely on review of the copies of such reports furnished to the Company
and written representations that no other reports were required, during the
fiscal year ending March 31, 1997, the Company's directors, executive
officers, and greater than ten percent beneficial owners complied with all
Section 16(a) filing requirements, except Kenneth T. Friedman, a director of
the Company, filed one late Form 3.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 6, 1997, the Company entered into a consulting agreement with
Kenneth T. Friedman, a Director of the Company. Mr. Friedman (through Friedman
Enterprises) is retained to provide general consulting services and assist in
business strategies with the Company. As compensation for consulting services,
the Company agreed to immediately sell to Mr. Friedman, for an aggregate price
of ten dollars, warrants to acquire 500,000 shares of the Company's Common
Stock, with an exercise price of $0.75 per share, subject to the following
vesting schedule, and an expiration date for such warrants of December 31, 2006.
Number of
Vesting Date Warrants
------------ ---------
December 31, 1997 200,000
December 31, 1998 150,000
December 31, 1999 100,000
December 31, 2000 50,000
SHAREHOLDER PROPOSALS
Proposals by Shareholders intended to be presented at the Company's 1998
Annual Meeting of Shareholders must be received by the Company at its principal
executive office, to the attention of Robert Kassel, Chief Financial Officer, no
later than April 8, 1998, in order to be included in the Company's 1998 Proxy
Statement and Proxy Card.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows of no
other business which will be presented for action at the Meeting. If any other
business requiring a vote of the Shareholders should come before the Meeting,
the persons named as proxies in the enclosed proxy form will vote or refrain
from voting in accordance with their best judgment.
Please return your Proxy Card as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the Meeting, no business can be transacted. Therefore, please be
sure to date and sign your Proxy Card exactly as your name appears on your stock
17
certificate and return it in the enclosed postage prepaid return envelope.
Please act promptly to ensure that you will be represented at this important
Meeting.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK ENTITLED TO VOTE AT THE
ANNUAL MEETING OF SHAREHOLDERS, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB AS FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION FOR THE COMPANY'S
FISCAL YEAR ENDED MARCH 31, 1997. WRITTEN REQUESTS SHOULD BE MAILED TO THE
SECRETARY, SOLIGEN TECHNOLOGIES, INC., 19408 LONDELIUS STREET, NORTHRIDGE,
CALIFORNIA 91324.
By Order of the Board of Directors:
/s/ Yehoram Uziel
Yehoram Uziel
PRESIDENT, CEO,, DIRECTOR AND
CHAIRMAN OF THE BOARD
Dated: August 6, 1997
18
/X/ Please mark
your votes
as shown
-------------
COMMON SHARES
The Board of Directors recommends a vote FOR each of the nominees in Proposal
1 and a vote FOR Proposals 2 and 3.
FOR WITHHELD
Proposal 1 - Election of Directors: Yehoram Uziel / / / /
Dr. Mark W. Dowley / / / /
Kenneth T. Friedman / / / /
Patrick J. Lavelle / / / /
Darryl J. Yea / / / /
FOR AGAINST ABSTENTION
Proposal 2 - To amend the 1993 Stock Option Plan to increase the number of shares available for issuance
from 3,500,000 to 5,000,000 shares. / / / / / /
Proposal 3 - To ratify the selection of Arthur Andersen LLP as the Company's independent public
accountants for fiscal year ending March 31, 1998. / / / / / /
UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE OR INCIDENT TO THE CONDUCT
OF THE ANNUAL MEETING, THE PROXY HOLDERS
SHALL VOTE IN SUCH MANNER AS THEY DETERMINE
TO BE IN THE BEST INTEREST OF THE COMPANY.
MANAGEMENT IS NOT PRESENTLY AWARE OF ANY
SUCH MATTERS TO BE PRESENTED FOR ACTION AT
THE ANNUAL MEETING.
I PLAN TO ATTEND THE MEETING / /
COMMENTS/ADDRESS CHANGE / /
Please mark this box if you
have written comments
or address changes on the
reverse side.
THIS PROXY IS SOLICITED BY THE MANAGEMENT
OF THE COMPANY. IF NO SPECIFIC DIRECTION
IS GIVEN AS TO ANY OF THE ABOVE ITEMS,
THIS PROXY WILL BE VOTED FOR EACH OF THE
NOMINEES NAMED IN PROPOSAL 1 AND FOR
PROPOSALS 2 AND 3.
Signatures(s)________________________ Dated____________________________________
The shareholder signed above reserves the right to revoke this Proxy at any
time prior to its exercise, either by written notice delivered to the
Company's Secretary at the Company's offices at 19408 Londelius Street,
Northridge, CA 91324, prior to the Annual Meeting, or by oral notice given by
the Shareholder to the presiding officer during the meeting. The power of
the proxy holders shall also shall also be suspended if the shareholder
signed above appears at the Annual Meeting and elects in writing to vote in
person.
SOLIGEN TECHNOLOGIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 19, 1997
The undersigned hereby names, constitutes and appoints Yehoram Uziel and
Robert Kassel, or either of them in the absence of the other, with full power
of substitution, my true and lawful attorneys and Proxies for me acting and
in my place and stead to attend the Annual Meeting of the Shareholders of
Soligen Technologies, Inc. to be held on Friday, September 19, 1997, at 11:00
a.m., local time, at the Chatsworth Hotel, 9777 Topanga Canyon Boulevard,
Chatsworth, CA 91311, and at any adjournment thereof, and to vote all shares
of Common Stock held of record in my name on August 1, 1997, with all the
powers that I would possess were I personally present.
P
R
O
X
Y
- -------------------------------------------------------------------------
COMMENTS/ ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be
signed on other side)