As filed with the Securities and Exchange Commission on August 21, 2001
PRELIMINARY COPY
CONFIDENTIAL PURSUANT TO RULE 14a-6(e)(2), FOR THE USE OF THE COMMISSION ONLY
SCHEDULE 14A
(Rule 14a-101)
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:
|X| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for the use of the Commission only
(as permitted by Rule 14a-6(e)(2))
---------------
eLEC COMMUNICATIONS CORP.
(Name of Registrant as Specified in Its Charter)
(Name of Person 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)(1) 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 pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-1l(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid: $
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
eLEC COMMUNICATIONS CORP.
543 Main Street
New Rochelle, New York 10801
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
September 3, 2001
To the Shareholders of eLEC Communications Corp.:
Notice is hereby given that a Special Meeting of Shareholders of eLEC
Communications Corp., a New York corporation (the "Company"), will be held at
the offices of the Company's headquarters at 543 Main Street, New Rochelle, New
York 10801 on Friday, October 19, 2001 at 10:00 A.M., local time, for the
following purposes:
1. To approve an amendment to the Company's Certificate of Incorporation to
effect a stock combination, or reverse stock split, pursuant to which every
four shares of the Company's outstanding common stock would be exchanged
for one new share of common stock; and
2. To consider and act upon such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on Tuesday, August 28,
2001 will be entitled to vote at the Special Meeting.
Whether or not you expect to attend the Special Meeting, please mark, sign
and promptly return the enclosed proxy in the postpaid envelope provided. If you
receive more than one proxy because your shares are registered in different
names or addresses, each such proxy should be signed and returned so that all
your shares will be represented at the meeting.
Sincerely,
JOEL DUPRE
Chairman of the Board
eLEC COMMUNICATIONS CORP.
543 Main Street
New Rochelle, New York 10801
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of eLEC Communications
Corp., a New York corporation (the "Company"), in connection with the
solicitation, by order of the Board of Directors of the Company, of proxies to
be voted at a Special Meeting of Shareholders to be held on Friday, October 19,
2001, at 10:00 A.M., New York City time, at the offices of the Company's
headquarters at 543 Main Street, New Rochelle, New York 10801, and at any
adjournment or adjournments thereof (the "Special Meeting"). The accompanying
proxy is being solicited on behalf of the Board of Directors of the Company.
This Proxy Statement and the enclosed proxy card were first mailed to
shareholders of the Company on or about Monday, September 3, 2001.
At the Special Meeting, the following matters will be considered and voted
upon:
1. To approve an amendment to the Company's Certificate of Incorporation
to effect a stock combination, or reverse stock split, pursuant to
which every four shares of the Company's outstanding common stock, par
value $.10 per share (the "Common Stock"), would be exchanged for one
new share of Common Stock; and
2. Such other business as may properly come before the meeting.
Voting and Revocation of Proxies; Adjournment
All of the voting securities of the Company represented by valid proxies,
unless the shareholder otherwise specifies therein or unless revoked, will be
voted FOR the proposed amendment to the Company's Certificate of Incorporation,
and at the discretion of the proxy holders on any other matters that may
properly come before the Special Meeting. The Board of Directors does not know
of any matters to be considered at the Special Meeting other than the election
of directors and the other proposal set forth above.
If a shareholder has appropriately specified how a proxy is to be voted, it
will be voted accordingly. Any shareholder has the power to revoke such
shareholder's proxy at any time before it is voted. A proxy may be revoked by
delivery of a written statement to the Secretary of the Company stating that the
proxy is revoked, by a subsequent proxy executed by the person executing the
prior proxy and presented to the Special Meeting, or by voting in person at the
Special Meeting.
The approval of the holders of a majority of the outstanding shares of
Common Stock entitled to vote at the Special Meeting is required to approve the
proposed amendment to the Company's Certificate of Incorporation and a majority
of the votes cast by the shareholders entitled to vote at the meeting is
required to take any other action. In the event that sufficient votes in favor
of any of the matters to come before the meeting are not received by the date of
the Special Meeting, the persons named as proxies may propose one or more
adjournments of the Special Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy at the
Special Meeting. The persons named as proxies will vote in favor of any such
proposed adjournment or adjournments.
Solicitation
The solicitation of proxies pursuant to this Proxy Statement will be
primarily by mail. In addition, certain directors, officers or other employees
of the Company may solicit proxies by telephone, telegraph, mail or personal
interviews, and arrangements may be made with banks, brokerage firms and others
to forward solicitation material to the beneficial owners of shares held by them
of record. No additional compensation will be paid to directors, officers or
other employees of the Company for such services. The total cost of any such
solicitation will be borne by the Company and will include reimbursement of
brokerage firms and other nominees.
Quorum and Voting Rights
The Board of Directors of the Company has fixed Tuesday, August 28, 2001 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Special Meeting. Holders of record of
shares of Common Stock at the close of business on the Record Date will be
entitled to one vote for each share held. The presence, in person or by proxy,
of the holders of a majority of the outstanding voting securities entitled to
vote at the Special Meeting is necessary to constitute a quorum at the Special
Meeting.
Common Stock Owned by Directors, Officers and Other Beneficial Owners
The following table sets forth, as of August 15, 2001, the names, addresses
and number of shares of Common Stock beneficially owned by all persons known to
the management of the Company to be beneficial owners of more than 5% of the
outstanding shares of Common Stock, and the names and number of shares
beneficially owned by all directors of the Company and all executive officers
and directors of the Company as a group (except as indicated, each beneficial
owner listed exercises sole voting power and sole dispositive power over the
shares beneficially owned):
Shares Beneficially Percent of Outstanding
Name and Address Owned Common Stock
- ---------------- ----- ------------
Joel Dupre......................................... 1,044,668(1) 6.9%
c/o eLEC Communications Corp.
509 Westport Avenue
Norwalk, Connecticut 06851
Geils Ventures LLC................................ 890,350 6.0
54 Danbery Road, Suite 38
Ridgefield, Connecticut 06877
Paul H. Riss....................................... 319,500(2) 2.1
Eric M. Hellige.................................... 68,000(3) *
Jonathan M. Berg ................................. 41,000(4) *
All directors and executive officers of the
Company as a group (four individuals)............ 1,473,168 9.7
- ------------------
* Less than 1%.
(1) Includes 240,000 shares of Common Stock subject to options that are
presently exercisable.
2
(2) Includes 290,000 shares of Common Stock subject to options that are
presently exercisable.
(3) Includes 25,000 shares of Common Stock subject to options and warrants that
are presently exercisable. Does not include 60,000 shares of Common Stock
subject to options that are presently exercisable held by Pryor Cashman
Sherman & Flynn LLP, of which Mr. Hellige is a member, as to which shares
Mr. Hellige disclaims beneficial ownership.
(4) Includes 22,000 shares of Common Stock subject to options that are
presently exercisable.
PROPOSAL 1
AMENDMENT OF CERTIFICATE OF INCORPORATION
Background
The Company was notified by The Nasdaq Stock Market, Inc. ("Nasdaq") in
March 2001 that the Common Stock would be delisted from The Nasdaq SmallCap
Market ("Nasdaq/SmallCap") if the share price of the Common Stock continued to
be below $1.00. After this notice was received, the Board of Directors of the
Company was contacted by a number of shareholders concerning the merits of the
Company retaining its listing on Nasdaq/SmallCap. Although shareholders have
expressed a number of views regarding the advisability of a reverse stock split,
generally, shareholders have encouraged the Board of Directors of the Company to
take all reasonable steps to maintain such listing rather than have the Common
Stock be traded on the OTC Bulletin Board.
The Reverse Stock Split
The Board of Directors of the Company has considered and approved a
four-for-one reverse stock split as a means of increasing the share price of the
Common Stock above $1.00. Certain members of the Board of Directors of the
Company have expressed reservations about implementing the proposed reverse
stock split because of the mixed history such actions have had on companies in
similar circumstances. Post reverse split, an issuer's stock price may decline,
which would reduce substantially the overall market capitalization of such
issuer, as opposed to a similar price decline prior to such reverse stock split.
Nonetheless, the Board of Directors of the Company believes that a reverse stock
split, if the Board, upon approval by the shareholders, chooses to implement
such an action, would be in the best interests of the Company and its
shareholders if the Company's Nasdaq/SmallCap listing could not otherwise be
maintained.
The Board of Directors of the Company, recognizing that amending the
Company's Certificate of Incorporation to provide for a reverse stock split
requires the approval of shareholders and that some shareholders may have a
different view of the necessity for maintaining the Nasdaq/SmallCap listing, in
August 2001 adopted resolutions, subject to approval by the Company's
shareholders, to amend the Certificate of Incorporation to: (i) effect a
four-for-one stock combination, or reverse stock split, of the outstanding
shares of Common Stock, and (ii) provide for rounding up fractional shares to
the nearest whole share. The reverse split will not change the number of
authorized shares of Common Stock or preferred stock or the par value of the
Common Stock or preferred stock.
If the reverse split is approved, the Board of Directors will have
authority, without further shareholder approval, to effect the reverse split
pursuant to which each four shares of Common Stock owned by a shareholder (the
"old shares") would be exchanged for one new share (the "new shares"). The
number of old shares for which each new share is to be exchanged is referred to
as the "exchange number". The reverse split will be effected simultaneously for
all shares of Common Stock and the exchange number will be the same for all
shares of Common Stock. Upon effectiveness of the reverse split, each option or
warrant right for Common Stock would entitle the holder to acquire a number of
shares equal to the number of shares which the holder was entitled to acquire
prior to the reverse split divided by the exchange number at the exercise price
in effect immediately prior to the reverse split, multiplied by the exchange
number.
3
The Board of Directors of the Company will have the authority to determine
the exact timing of the effective date of the reverse split, without further
shareholder approval. Such timing will be determined in the judgment of the
Board of Directors, with the intention of maximizing the Company's ability to
remain in compliance with the continued listing maintenance requirements of
Nasdaq and other intended benefits of the reverse split to shareholders and the
Company.
The Board of Directors also reserves the right, notwithstanding shareholder
approval and without further action by the shareholders, not to proceed with the
reverse split, if, at any time prior to filing the amendment to the Certificate
of Incorporation with the Secretary of State of the State of New York, the Board
of Directors, in its sole discretion, determines that the reverse split is no
longer in the best interests of the Company and its shareholders. The Board of
Directors may consider a variety of factors in determining whether or not to
implement the reverse split including, but not limited to,
o overall trends in the stock market;
o recent changes and anticipated trends in the per share market
price of the Common Stock, business and transactional
developments;
o the Company's actual and projected financial performance; and
o the Company's anticipated merger with another entity.
The Board believes that the market price of the Common Stock does not accurately
reflect the prospects for the Company based upon recent developments in its
operations that will help the Company reach profitability, including a
sophisticated line level gross margin system that electronically audits the
invoices the Company receives from the incumbent carriers that it uses to
provide service. These invoices are very complex and the Company believes the
ability to quickly audit, challenge and document excessive invoicing will help
the Company be profitable. The Board further believes that for the reasons
explained below, it is important, if possible, for the Company to retain its
listing on Nasdaq/SmallCap.
The reverse split will not change the proportionate equity interests of the
Company's shareholders, nor will the respective voting rights and other rights
of shareholders be altered, except for possible immaterial changes due to the
Company's purchase of and payment for fractional shares as described above. The
Common Stock issued pursuant to the reverse split will remain fully paid and
non-assessable. The Company will continue to be subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended.
Purposes of the Reverse Stock Split
The Common Stock is quoted on Nasdaq/SmallCap and, in order for the Common
Stock to continue to be quoted thereon, the Company is required to continue to
comply with various listing maintenance standards established by Nasdaq, as
follows:
o net tangible assets, consisting of total assets, excluding
goodwill, minus total liabilities of at least $2 million; or a
market capitalization of at least $35 million; or net income, in
the Company's latest fiscal year, or two of the three last fiscal
years, of at least $500,000; or equity of at least $2.5 million;
o the Common Stock must have an aggregate market value of shares
held by persons other than officers and directors, or public
float, of at least $1,000,000 with at least 500,000 shares
outstanding;
o at least 300 persons who own at least 100 shares; and
4
o a minimum bid price of at least $1.00 per share.
Under Nasdaq's listing maintenance standards, if the closing bid price of
the Common Stock is under $1.00 per share for 30 consecutive trading days and
the Company does not thereafter regain compliance for a minimum of ten
consecutive trading days during the 90 calendar days following notification by
Nasdaq, Nasdaq may de-list the Common Stock from trading on the Nasdaq/SmallCap.
If a de-listing were to occur, the Common Stock would trade on the OTC Bulletin
Board or in the "pink sheets" maintained by the National Quotation Bureau, Inc.
Such alternatives are generally considered to be less efficient markets. On
March 19, 2001, the Company received a letter from Nasdaq advising it that the
Common Stock had not met Nasdaq's minimum bid price closing requirement for 30
consecutive trading days and that, if the Company was unable to demonstrate
compliance with this requirement during the 90 calendar days ending June 18,
2001, the Common Stock would be de-listed. On June 21, 2001, the Company
received a letter notifying it that the Common Stock would be delisted effective
at the opening of business on June 28, 2001. The Company applied to Nasdaq for a
hearing and the de-listing has been stayed subject to the ability of the Company
to regain a minimum price of $1.00. The Company understands that it is Nasdaq's
position that an ability to demonstrate sustained compliance is also required to
achieve compliance with this requirement.
The principal purpose of the reverse split proposal is to increase the
market price of the Common Stock above the Nasdaq minimum bid requirement, which
does not adjust for the reverse split.
Furthermore, the Company believes that maintaining the Nasdaq/SmallCap
listing may provide the Company with a broader market for its Common Stock and
facilitate the use of Common Stock in acquisitions and financing transactions in
which the Company may engage. However, there can be no assurance that, even
after effectuating the reverse split, the Company will continue to meet the
minimum bid price and otherwise meet the requirements of Nasdaq for continued
inclusion for trading on Nasdaq/SmallCap. The history of similar stock split
combinations for companies in like circumstances is varied. Frequently, after a
reverse stock split, the adjusted price of an issuer's shares drifts down to the
price prior to the reverse split being taken, a consequence that could occur if
the Company implements a reverse stock split. The Company will take reasonable
steps to counter such a trend, but there can be no assurance that the steps to
be taken, such as obtaining greater analyst coverage for the Company in the
brokerage community, will be successful.
Certain Effects of the Reverse Stock Split
The following tables illustrate the principal effects of the reverse split
on the Common Stock:
Prior to Reverse After Reverse
Stock Split Stock Split
----------- -----------
Number of shares of Common Stock:
Authorized................................................... 50,000,000 50,000,000
Outstanding(1)............................................... 14,942,421 3,735,605
Available for future issuance(2)............................. 35,057,579 46,264,395
Financial Data(3):
Shareholders' Equity:
Preferred stock................................................. $ 2 $ 2
Common stock.................................................... 1,494,242 373,561
Capital in excess of par value.................................. 25,429,467 26,550,148
Accumulated deficit............................................. (24,828,720) (24,828,720)
Treasury stock, at cost......................................... (27,500) (27,500)
Accumulated other comprehensive income.......................... 1,927,873 1,927,873
Total shareholders' equity...................................... 3,995,364 3,995,364
5
Prior to Reverse After Reverse
Stock Split Stock Split
----------- -----------
Net (loss) per share:
Six months ended May 31, 2000................................... $ (0.21) $ (0.83)
Year ended November 30, 2000.................................... (0.41) (1.63)
Book value per common share..................................... 0.27 1.07
- ------------------
(1) Gives effect to the reverse split as if it occurred on the record date,
subject to further adjustment.
(2) Upon effectiveness of the reverse split, the number of authorized shares of
Common Stock that are not issued or outstanding would increase, as
reflected in this table. Although this increase could, under certain
circumstances, have an anti-takeover effect (for example, by permitting
issuances which would dilute the stock ownership of a person seeking to
effect a change in the composition of the Board of Directors of the Company
or contemplating a tender offer or other transaction for the combination of
the Company with another entity), the reverse split proposal is not being
proposed in response to any effort of which the Company is aware to
accumulate shares of Common Stock or obtain control of the Company, nor is
it part of a plan by management to recommend a series of similar amendments
to the Board of Directors and shareholders. Other than the reverse split
proposal, the Board does not currently contemplate recommending the
adoption of any other amendments to the Company's Certificate of
Incorporation that could be construed to affect the ability of third
parties to take over or change control of the Company.
(3) Balance sheet data gives effect to the reverse split as if it occurred on
May 31, 2001, subject to further adjustment.
Shareholders should recognize that if the reverse split is effectuated they
will own a fewer number of shares than they presently own, equal to the number
of shares owned immediately prior to the filing of the amendment divided by the
exchange number. While the Company expects that the reverse split will result in
an increase in the market price of the Common Stock, there can be no assurance
that the reverse split will increase the market price of the Common Stock by a
multiple equal to the exchange number or result in the permanent increase in the
market price, which is dependent upon many factors, including the Company's
performance and prospects. Also, should the market price of the Common Stock
decline, the percentage decline as an absolute number and as a percentage of the
Company's overall market capitalization may be greater than would pertain in the
absence of a reverse split. Furthermore, the possibility exists that liquidity
in the market price of the Common Stock could be adversely affected by the
reduced number of shares that would be outstanding after the reverse split. In
addition, the reverse split will increase the number of the Company's
shareholders who own odd lots, that is, less than 100 shares. Shareholders who
hold odd lots typically will experience an increase in the cost of selling their
shares, as well as possible greater difficulty in effecting such sales.
Consequently, there can be no assurance that the reverse split will achieve the
desired results that have been outlined above.
Procedure for Effecting the Reverse Split and Exchange of Stock Certificates
If the amendment is approved by shareholders, and if the Board of Directors
still believes that the reverse split is in the best interests of the Company
and its shareholders, the Company will file the amendment to the Certificate of
Incorporation with the Secretary of State of the State of New York at such time
as the Board has determined the appropriate effective time for such split. The
reverse split will become effective on the date of filing the amendment (the
"effective date"). Beginning on the effective date, each certificate
representing old shares will be deemed for all corporate purposes to evidence
ownership of new shares.
6
As soon as practicable after the effective date, shareholders will be
notified that the reverse split has been effected. The Company's transfer agent
will act as exchange agent for the reverse split for purposes of implementing
the exchange of stock certificates. Holders of old shares will be asked to
surrender to the exchange agent certificates representing old shares in exchange
for certificates representing new shares in accordance with the procedures to be
set forth in a letter of transmittal to be sent by the Company. No new
certificates will be issued to a shareholder until such shareholder has
surrendered such shareholder's outstanding certificate(s), together with the
properly completed and executed letter of transmittal to the exchange agent.
Shareholders should not destroy any stock certificate and should not submit any
certificates until requested to do so.
Fractional Shares
No scrip or fractional certificates will be issued in connection with the
reverse split. Shareholders who otherwise would be entitled to receive
fractional shares because they hold a number of old shares not evenly divisible
by the exchange number, will be entitled, upon surrender to the exchange agent
of certificates representing such shares, to receive one whole share of common
stock in lieu of a fractional share.
Dissenters' Rights
Under New York law, shareholders are not entitled to dissenter's rights
with respect to the proposed amendment.
Federal Income Tax Consequences of the Reverse Split
The following is a summary of certain material federal income tax
consequences of the reverse split, and does not purport to be complete. It does
not discuss any state, local, foreign or minimum income or other U.S. federal
tax consequences. Also, it does not address the tax consequences to holders that
are subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. The discussion is
based on the provisions of the United States federal income tax law as of the
date hereof, which is subject to change retroactively as well as prospectively.
This summary also assumes that the old shares were, and the new shares will be,
held as a "capital asset," as defined in the Internal Revenue Code of 1986, as
amended, generally, property held for investment. The tax treatment of a
shareholder may vary depending upon the particular facts and circumstances of
such shareholder. EACH SHAREHOLDER SHOULD CONSULT WITH SUCH SHAREHOLDER'S OWN
TAX ADVISOR WITH RESPECT TO THE CONSEQUENCES OF THE REVERSE SPLIT.
No gain or loss should be recognized by a shareholder of the Company upon
such shareholder's exchange of old shares for new shares pursuant to the reverse
split. The aggregate tax basis of the new shares received in the reverse split,
including any fraction of a new share deemed to have been received, will be the
same as the shareholder's aggregate tax basis in the old shares exchanged
therefor. The shareholder's holding period for the new shares will include the
period during which the shareholder held the old shares surrendered in the
reverse split.
Vote Required and Recommendation
The Board of Directors of the Company unanimously recommends a vote FOR the
reverse split proposal. The affirmative vote of the holders of a majority of all
outstanding shares of Common Stock and preferred stock entitled to vote on this
proposal, will be required for approval of the amendment.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended for presentation at the 2002 Special
Meeting of Shareholders and intended to be included in the Company's Proxy
Statement and form of proxy relating to that meeting must be received at the
offices of the Company by February 2, 2002.
7
OTHER BUSINESS
Other than as described above, the Board of Directors knows of no matters
to be presented at the Special Meeting, but it is intended that the persons
named in the proxy will vote your shares according to their best judgment if any
matters not included in this Proxy Statement do properly come before the meeting
or any adjournment thereof.
ANNUAL REPORT
Upon written request of any person entitled to vote at the Special Meeting,
addressed to Paul H. Riss, Chief Executive Officer, eLEC Communications Corp.,
543 Main Street, New Rochelle, New York 10801, the Company will provide, without
charge, a copy of its Annual Report on Form 10-K for year ended November 30,
2000, including the financial statements affixed thereto.
By Order of the Board of Directors,
JOEL DUPRE,
Chairman of the Board
Dated: September 3, 2001
New Rochelle, New York
8
REVOCABLE PROXY
eLEC COMMUNICATIONS CORP.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
The undersigned hereby appoint(s) Joel Dupre and Paul Riss, or any of them,
lawful attorneys and proxies of the undersigned with full power of substitution,
for and in the name, place and stead of the undersigned to attend the Special
Meeting of Shareholders of eLEC Communications Corp. to be held at 543 Main
Street, New Rochelle, New York 10801 on Friday, October 19, 2001 at 10:00 a.m.,
local time, and any adjournment(s) or postponement(s) thereof, with all powers
the undersigned would possess if personally present and to vote the number of
votes the undersigned would be entitled to vote if personally present.
The Board of Directors recommends a vote "FOR" the proposal set forth
below.
PROPOSAL 1:
Proposal to amend the Company's Certificate of Incorporation to effect a four
for one reverse stock split of the Company's outstanding common stock
For Against Abstain
[_] [_] [_]
In accordance with their discretion, said Attorneys and Proxies are
authorized to vote upon such other matters or proposals not known at the time of
solicitation of this proxy which may properly come before the meeting.
This proxy when properly executed will be voted in the manner described
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted for the Proposal set forth herein. Any prior proxy is hereby revoked.
________________________________________
Please be sure to sign and date Date
this Proxy in the box below.
________________________________________________________________________________
________________________________________________________________________________
Stockholder sign above Co-holder (if any) sign above
- --------------------------------------------------------------------------------
eLEC COMMUNICATIONS CORP.
Please sign exactly as your name appears on this proxy card. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or corporation, please sign in full corporate name by
president or other authorized person. If a partnership, please sign in
partnership name by authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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