12
U.S. Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
/x/ Filed by the Registrant
/ / Filed by a Party other than the registrant
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 Paragraph 240.14a-11(c) or Paragraph
240.14a-12
SOLIGEN TECHNOLOGIES, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to the Exchange Act Rule
14a-6(i)(3).
/ / Fee computed per Exchange Act Rules 14a-6(i)(4) and 0-11.
/ / 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 of Schedule and the date of its filing.
Soligen Technologies, Inc.
19408 Londelius Street
Northridge, CA 91324
JUNE 16, 1996
Dear Shareholder:
Our 1996 Annual Meeting of Shareholders will be held on Monday, July 29th, 1996
at 11:00 a.m. Pacific Daylight Savings Time at the Chatsworth Hotel, located at
the following address:
Chatsworth Hotel
9777 Topanga Canyon Blvd.
Chatsworth, CA 91311
Enclosed are a Notice of Meeting, the Proxy Statement, the proxy card, and a
copy of the Annual Report to Shareholders for the fiscal year ended March 31,
1996. Whether or not you plan to attend the Annual Meeting, it is important
that your shares are represented. Therefore, I urge you to please sign and
return the enclosed proxy card promptly. Your shares will be voted at the
meeting in accordance with your proxy.
If you have shares in more than one name, or if your stock is registered in more
than one way, you may receive multiple copies of the proxy materials. If so,
please sign and return each proxy card you receive so that all of your shares
may be voted. Thank you very much.
Sincerely,
Soligen technologies, Inc.
/s/Yehoram Uziel
President, CEO, CFO, Director and Chairman of the Board
SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 29, 1996
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 Monday July 29, 1996 at 11:00
a.m. Pacific Daylight Savings Time at the Chatsworth Hotel, located at 9777
Topanga Canyon Blvd., Chatsworth, California 91311 U.S.A. The purposes of the
Annual Meeting will be:
1. To elect the Board of Directors to serve until the next Annual Meeting of
Shareholders (Proposal 1);
2. To ratify the selection of Arthur Andersen LLP as independent auditors for
the Company for the fiscal year ending March 31, 1997 (Proposal 2);
3. To transact any other business which may properly come before the Annual
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on June 12, 1996 as
the record date for determining the shareholders of the Company entitled to
notice of, and to vote at, the Annual Meeting or any adjournment thereof. Only
shareholders of record of the Company's common stock at the close of business on
the record date will be entitled to notice of, and to vote at, the Annual
Meeting or any adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting.
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 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
President, CEO, CFO, Director and Chairman of the Board
June 16, 1996
SOLIGEN TECHNOLOGIES, INC.
19408 LONDELIUS STREET
NORTHRIDGE, CA 91324
PROXY STATEMENT
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 1996 Annual Meeting of
Shareholders to be held at the Chatsworth Hotel, located at 9777 Topanga Canyon
Blvd., Chatsworth, CA 91311 on Monday, July 29, 1996 at 11:00 a.m. Pacific
Daylight Savings Time, and any adjournment thereof (the "Meeting").
Only Shareholders of record at the close of business on June 12, 1996 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 June 16, 1996 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, 1996 was mailed to
Shareholders of record prior to or together with the mailing of this Proxy
Statement. Shareholders who did not receive a copy of the Annual Report with
this Proxy Statement may obtain a copy at no charge by writing to or calling
Sheri A. Conaway, Manager, Financial Planning and Reporting, at the Company's
principal executive office. 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 June 12, 1996, 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 29,738,330 shares of
Common Stock outstanding and entitled to vote.
The two persons named as proxies on the enclosed Proxy Card, Yehoram Uziel
and Charles W. Lewis, 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 and FOR Proposal No. 2
to ratify the selection of Arthur Andersen LLP as independent auditors for the
Company for the fiscal year ending March 31, 1997. 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 per share at the Meeting. If a quorum is present at the Meeting: (i)
the four 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 ratify the selection of Arthur
Andersen LLP as independent auditors for the Company for the fiscal year ending
March 31, 1997 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 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.
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 four. 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
Patrick J. Lavelle
Darryl J. Yea
Shares of Common Stock represented by the Proxy Cards will be voted FORfor
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 four (4) nominees.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF YEHORAM UZIEL, DR. MARK W. DOWLEY, 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.
PROPOSAL NO. 2: SELECTION OF AUDITORS
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, 1997. This selection is being submitted for ratification
by the Shareholders at the Meeting. If not ratified, this selection will be
reconsidered by the Board of Directors, although the Board of Directors will not
be required to select different independent auditors for the Company. In the
absence of contrary specifications, the shares represented by the Proxy Cards
will be voted FOR the following resolution ratifying the selection of Arthur
Andersen LLP as the Company's independent auditors for the year ending March 31,
1997:
RESOLVED, that the shareholders of Soligen Technologies, Inc. (the
"Company") hereby ratify the selection of Arthur Andersen LLP as the
Company's independent auditors for the year ending March 31, 1997.
Representatives of Arthur Andersen 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
RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 1997, AND PROXIES SOLICITED
BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED
OTHERWISE ON THE PROXY CARD.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of June 12, 1996, 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 (ii.) would have been provided except for the fact that the individual
was not serving as executive officer at the end of such fiscal year (hereinafter
referred to as the "named executive officers"), (iii.) all persons known by the
Company to be beneficial owners of more than 5% of its Common Stock, and (iv.)
all executive officers and directors of the Company as a group.
Name and Address of Amount and Nature of Percent of Class (1)
Beneficial Owner Beneficial Ownership
Yehoram Uziel 9,503,9749,483,874 (2)
32%
19408 Londelius Street
Northridge, CA 91324
Adam L. Cohen
19408 Londelius Street
Northridge, CA 91324
2%
Charles W. Lewis 2,269,930 (2) 88%
19408 Londelius Street
Northridge, CA 91324
Dr. Mark W. Dowley 267,500 (4) 155,000 1%
3281 Scott Blvd.
Santa Clara, CA 95054
Patrick J. Lavelle 10,000 (5)Nil 0%
131 Bloor St. West, Suite 815
Toronto, Ontario, Canada M5S 1S3
Darryl J. Yea 674,200 628,300(3) 2%
750 West Pender St., Suite 1600
Vancouver, B.C., Canada V6C 2T8
All executive officers and directors
as a group (86 persons) 12,863,104 (6)13,133,300 4344%
(1) Based on 29,738,330 total shares issued and outstanding plus options
and warrants exerciseable within 60 days of the date of this Proxy
Statement by individual beneficial owner..
(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 5,771,4647,560,053
7,695,2859,483,874
Adam Cohen 596,196 1,788,589
2,384,785 596,196
Charles Lewis 567,483 1,702,447 2,269,930
MIT 162,500 487,500 650,000
Total 3,250,000 9,750,000 13,000,000
In addition, Chelsea Capital Corporation is the holder of 375,000 shares
which were issued prior to the Acquisition but which are held in escrow
subject to the terms of the Escrow Agreement.
The pooled shares were issued at a deemed price of $0.23 Cdn. per share,
and the escrow shares were issued at a price of $0.01 Cdn. per share. The
full subscription price for the pooled and escrow shares was paid by way of
the value ascribed to Soligen's shares, all of which were acquired by the
Company.
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. all of the pooled shares were held by the Company's registrar
and transfer agent until April 14, 1994, at which time 20% of the pooled
shares were released pro rata amongst the pooling shareholders. On April
14, 1995, an additional 20% of the pooled shares were released pro rata
among the pooling shareholders. On May---, 1996, an additional 20% of the
pooled shares were released pro rata among the pooling shareholders. The
balance of the pooled shares will be released pro rata as to 20% of the
original balance on each anniversary of the initial release until all are
released on April 14, 1998. The pooling agreement does not restrict the
voting of the pooled shares in any manner. On March 17, , 1996 Adam
Cohen's resigned his position as Vice President of Engineering for the
Company. All of the escrow shares previously held by Mr. Cohen are now
beneficially owned by Yehoram Uziel.
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. which permits the issuance of common shares to
officers and directors of a company at $0.01 Cdn. per share in order to
provide them with both a reasonable assurance of voting control of the
company during its early stage of development and an incentive to see the
company succeed.
The escrow shares are held by the Company's registrar and transfer agent
pursuant to the terms of thean earn out 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, 1992 and ending October 31, 1997. Under the terms of
the Escrow Agreement, if the Company earns net "cumulative cash flow" (as
defined in the Escrow Agreement) of approximately Cdn. $4,000,000 or U.S.
$3,050,000 during the five year earn out period, all of the escrow shares
will be "earned out" and thereby released from escrow. Any shares not
released from escrow at the end of the five year earn out 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.
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.
Beneficial ownership for Mr. Uziel also includes warrants to purchase
10,000 common shares which are exercisable within 60 days from the date of
this Proxy statement.
In connection with the Acquisition, the former shareholders of Soligen
acquired 55% of the Common Stock of the Company in consideration of all of
the issued and outstanding shares of capital stock of Soligen. As a
result, the former shareholders of Soligen assumed control of the Company
from former shareholders, including W.A.T. Capital Corporation, William A.
Trimble, Graham Lee, Danielle Oliver, and Fraser Martin.
(3) Includes options to purchase 119,00073,100 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 Capital Corporation.
(4) Includes options to purchase 27,500 common shares and warrants to
purchase 120,000 common shares which are exercisable within 60 days from
the date of this Proxy Statement.
(5) Includes options to purchase 10,000 common shares which are
exerciseable within 60 days from the date of this Proxy Statement. In
addition, Chelsea Capital Corporation is the holder of 375,000 shares which
were issued prior to the Acquisition but which are held in escrow subject
to the terms of the Escrow Agreement.
(6) Includes options to purchase 314,000 common shares which are
exerciseable within 60 days from the date of this Proxy Statement.
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 45 President, CEO, CFO, Director,
and Chairman of the Board of Directors
Dr. Mark W. Dowley 62 Director
Patrick J. Lavelle 57 Director
Darryl J. Yea 37 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, and Chief Financial Officer since May
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.
Patrick J. Lavelle has served as Director of the Company since September
1994. Mr. Lavelle has beenis the Chairman of the Federal Business Development
Bank ofin Toronto, Ontario, Canada fromCanada 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., as well
as his own management firm. Mr. Lavelle is a director of several Canadian
companies, including Slater Industries, Meridian Technologies, Inc., and Pallet
Pallet Inc. 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, 1996, the Board of Directors held
eleven (11)five (5)regular meetings, four (4)special meetings and took action
pursuant to three (3) 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, 1996, each of the directors other than Patrick J. Lavelle
attended more than 75% of the meetings of the Board of Directors or committees
of the Board of Directors on which he served.Neither Yehoram Uziel, Dr. Mark W.
Dowley, Patrick J. Lavelle, nor Darryl J. Yea attended fewer than 75 percent 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 ended March 31,
1996
The Audit Committee, which did not meet formally in the fiscal year ended
March 31, 1996, has three members, Darryl J. Yea, Dr. Mark W. Dowley and Yehoram
Uziel. 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 Administrative Committee , which did not meet formally in the fiscal
year ended March 31, 1996, has two members, Dr. Mark W. Dowley 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 thereofsuch Plan.
The Board of Directors does not have nominating or compensationhave any
other standing committees.
Compensation of Directors
Pursuant to the Company's 1993 Stock Option Plan (the "Plan"), on October
1, 1993, Dr. Mark Dowley was granted a nonstatutory stock option to purchase
25,000 shares of the Company's 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 April 15, 1993, Mr.
Darryl J. Yea was granted a nonstatutory stock option to purchase 170,000 shares
of the Company's 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. 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.
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 elected by the Directors of the Company at the annual meeting of the
Board of Directors to hold office until their successors are elected and
qualified.
Name Age Position
Charles W. Lewis 45 Vice President, Soligen, Inc.
Amir Gnessin 37 Vice President of Engineering
for Soligen, Inc.
Robert E. Kassel 69 Chief Administrative Officer
Walter J. Schulte was appointed Vice President of Finance in August 1994
and Chief Financial Officer in October 1994. On May 21, 1996 Mr. Schulte
resigned his position with the Company as Chief Financial Officer and Vice
President of Finance. Mr. Schulte continues to serve as an Agent in the role of
Chief Accounting Officer, until a successor is named. From 1991 to 1994, Mr.
Schulte was Senior Vice President, Finance and Administration, for Gore
Graphics, a commercial printing company based in Los Angeles, California. From
1990 to 1991, he was Vice President, Finance and Administration, for Fairchild
Controls. From 1989 to 1990, Mr. Schulte was Vice President of Finance for the
Marquardt Company. From 1978 to 1989, he was in financial management at Hughes
Aircraft Company. Mr. Schulte received a B.A. degree in Speech-Economics from
California Western University and an M.B.A. degree from Rutgers University. Mr.
Schulte received his Certified Public Accountant (C.P.A.) license in 1972 while
working with the public accounting firm, Arthur Young & Co.
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 for Soligen 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 from
April 1994 to present. Mr. Gnessin had 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
B.S. in Mechanical Engineering from the Technion Institute of Technology in
Israel. Mr. Gnessin is an Israeli citizen and holds a green card.
Robert Kassel was appointed ChiefCorporate Administrative Officer in MayApril
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 S.F.E. Technologies,
which manufactures mMulti-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.
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, 1994 March 31, 1995 and March 31, 1996.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and principal position Year Salary ($)
Yehoram Uziel, President, CEO, Fiscal year ended
CFO, Director and Chairman of 3/31/94 $ 87,607
the Board of the Company; Fiscal year ended
President and CEO of Soligen, 3/31/95 $100,832
Inc.; and CEO of Altop, Inc. Fiscal year ended $ 99,320
3/31/96
No other Director or named executive officer received compensation in
excess of $100,000 in the fiscal year ended March 31, 1996. No Director or
named executive officer received a bonus in the fiscal year ended March 31,
1996.
No options or stock appreciation rights were granted to or exercised by
named executiveDirectors or officers of the Company or of Soligen during the
fiscal year ended March 31, 1996. No options or stock appreciation rights were
granted to or exercised by the Chief Executive Officer of the Company during the
fiscal year ended March 31, 1996.
The Company had no long-term incentive plan for the fiscal year ended March
31, 1996. The Company hasand its subsidiary Soligen have no employment
contracts, no termination of employment agreements, and no change of control
agreements with any of their Directors or named executive officers.
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 April 15, 1993, Mr. Darryl J. Yea 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. 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 (3,500,00) 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, 1996, the persons eligible to participate in the Plan
included five named executive officers, three directors, two consultants, seven
advisors and thirty-two employees of the company. On March 15, 1993, options to
purchase one million five hundred thousand (1,500,000) shares were granted at a
price of Cdn. $1.00. On October 1, 1993, options to purchase an additional one
hundred eighty two thousand five hundred (182,500) shares were granted at a
price of Cdn. $2.20. On February 22, 1996, options to purchase two million
forty-nine thousand five hundred (2,049,500) shares were granted at a price of
U.S. $0.75. As of March 31, 1996, options to purchase 3,372,000 shares of
Common Stock were outstanding at a weighted average exercise price of
approximately U.S.. $0.80 per share, 10,000 shares of Common Stock had been
issued upon exercise of options and 128,000 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,
provided all of the members of the Board are Disinterested Persons, as such term
is defined under the Plan, or by a committee of two or more Directors, each of
whom is a Disinterested Person. The term "Disinterested Person" is defined
under the Plan to mean a Director who has not, during the one-year period prior
to serving as an administrator of the Plan, been granted or awarded any options
pursuant to the Plan. 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. Currently, an Administrative Committee consisting of
outside Directors Dr. Mark W. Dowley and Darryl J. Yea, both Disinterested
Persons, are administering the Plan.
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), and the exercise price of nonqualified options must equal
or exceed the lesser of (i.) the book value per share of Common Stock as of the
end of the year immediately preceding the date of grant or (ii.) 50% of the fair
market value of Common Stock on the date of grant. 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.
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.
Related Party Transactions
Darryl J. Yea, a Director of the Company and formerly its interim
President, is also a director of C. M. Oliver Capital Corporation ("CMO
Capital") and C. M. Oliver & Company Limited ("CMO").
By an agreement between the Company and CMO Capital (then named Western
Venture Development Corporation) dated February 17, 1993 (referred to herein as
the "Finder's Fee Agreement"), CMO Capital provided services to the Company in
connection with finding, negotiating and structuring the acquisition of Soligen
by the Company. For these services CMO Capital has received 150,000 shares of
the Company's common stock.
By an agreement between the Company and CMO dated July 1, 1993 (referred to
herein as the "Fiscal Agency Agreement"), CMO provided services to the Company
in connection with structuring and negotiating private placements and stock
offerings to raise capital for the Company. For these services CMO has received
150,000 shares of the Company's common stock.
CMO Capital, CMO and others (the "Selling Group") also received
compensation from the Company in the form of commissions paid on financing for
which CMO Capital acted as agent in organizing and managing the Selling Group.
As of March 31, 1993 the Selling Group had received commissions in the amount of
$154,350 Cdn. For the three months ended June 30, 1993 the Selling Group
received an additional $109,380 Cdn. in commissions.
Darryl J. Yea also owns 50% of the capital stock of Chelsea Capital
Corporation ("Chelsea"), a private British Columbia corporation. Chelsea
acquired 375,000 escrow shares of the Company from former shareholders at a
price of $0.04 Cdn. per share and subscribed for an additional 30,000 shares at
$0.40 Cdn. per share on a private placement. Chelsea is the direct owner of
375,000 escrow shares and 180,200 common shares of the Company, certain common
shares of which were acquired from CMO Capital and CMO.
Patrick N. Grant, the Company's former Secretary, received $10,438 from the
Company for services rendered during the fiscal year ended March 31, 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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 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. T
Except as provided in the following sentence, 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, 1996, the Company's directors, executive officers,
and greater than ten percent beneficial owners complied with all Section 16(a)
filing requirements.
Independent Public Accountants
On December 12, 1994, the Company engaged Arthur Andersen LLP as the
Company's principal independent accountant, effective immediately. The decision
to engage Arthur Andersen was approved by the Company's Board of Directors and
the Audit Committee of the Company's Board of Directors on December 12, 1994.
The Shareholders are being asked to ratify the selection of Arthur Andersen LLP
as the Company's principal independent accountant for the fiscal year ending
March 31, 1997. See "Proposal No. 2: SELECTION OF AUDITORS" above.
SHAREHOLDER PROPOSALS
Proposals by Shareholders intended to be presented at the Company's 1997
Aannual Mmeeting of Shareholders must be received by the Company at its
principal executive office, to the attention of Sheri A. Conaway, Manager,
Financial Planning and Reporting, no later than February 16, 1997 in order to be
included in the Company's 1997 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 Cardproxy 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 Cardproxy exactly as your name appears on your
stock 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 U.S. SECURITIES AND EXCHANGE COMMISSION FOR THE
COMPANY'S FISCAL YEAR ENDED MARCH 31, 1996. 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, CFO, Director and Chairman of the Board
Dated: June 16, 1996
<PAGE
Please mark
your votes
______________ /X/ as shown
COMMON SHARES
The Board of Directors recommends a vote FOR each of the nominees in Proposal 1
and a vote FOR Proposal 2.
FOR WITHHELD
Proposal 1 - Election of Directors:
Yehoram Uziel / / / /
Dr. Mark W. Dowley / / / /
Patrick J. Lavelle / / / /
Darryl J. Yea / / / /
FOR AGAINST ABSTENTION
Proposal 2 - To ratify the selection of Arthur
Andersen LLP as the Company's independent auditors
for the fiscal year ending March 31, 1997. / / / / / /
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 PROPOSAL 2.
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
JULY 29, 1996
The undersigned hereby names, constitutes and appoints Yehoram
Uziel and Charles W. Lewis, or either of them acting in the absence of the
other, with full power of substitution, my true and lawful attorneys and Proxies
for me and in my place and stead to attend the Annual Meeting of the
Shareholders of Soligen Technologies, Inc. to be held at 11:00 A.M. Pacific
Daylight Savings Time on Monday, July 29, 1996, and at any adjournment thereof,
and to vote all shares of Common Stock held of record in my name on June 12,
1996, with all the powers that I would possess if I were 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)