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)(4)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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 AUGUST 17, 1998
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, August 17, 1998, 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 confirm the appointment of Arthur Andersen LLP as independent
public accountants for the fiscal year ending March 31, 1999; and
3. 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 June 29, 1998, 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
July 6, 1998
SOLIGEN TECHNOLOGIES, INC.
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 17, 1998
_________________
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") and Series A Convertible Preferred
Stock (the "Preferred 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 1998 Annual Meeting of
Shareholders to be held on Monday, August 17, 1998, 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 June 29, 1998
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 July
13, 1998 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, 1998 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 and the Preferred Stock constitute the classes 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 29, 1998, 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 32,682,338 shares of Common Stock and 1,600 shares of Preferred Stock
outstanding and entitled to vote. As explained below under the heading
"Voting at the Meeting", each share of Preferred Stock is entitled to 1,000
votes at the meeting.
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
1
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 confirm the selection of Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending March 31, 1999.
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.
VOTING AT THE MEETING
Each share of Common Stock outstanding on the record date is entitled to
one vote at the Meeting. Each share of Preferred Stock outstanding on the
record date is entitled to that number of votes equal to the number of shares
of Common Stock into which the Preferred Stock is convertible. As of the
date of this Proxy Statement, each share of Preferred Stock is convertible
into 1,000 shares of Common Stock. 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 shall be elected
directors; and (ii) Proposal No. 2 to confirm the selection of Arthur
Andersen LLP as independent public accountants for the Company for the fiscal
year ending March 31, 1999 will be approved if the number of votes which are
cast in favor of the proposal exceeds the number of votes which are cast
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 and 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, telecopier,
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 and Preferred Stock.
2
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 Company's Articles of Incorporation, as amended, provide that the
holders of Preferred Stock, voting as a separate group, are entitled to elect
one director to the Company's Board of Directors, which director shall be
subject to the reasonable approval of the Company. The holders of the
Company's outstanding Preferred Stock have notified the Company that, as of
the date of this Proxy Statement, they do not intend to nominate a candidate
for election to the Board of Directors. If subsequent to the Meeting the
holders of Preferred Stock notify the Company of their intent to elect a
director to the Board of Directors, the Company's Board of Directors intends
to increase the size of the Board to six directors and, subject to the
Company's right of reasonable approval, elect the nominee of the holders of
Preferred Stock to fill such sixth director position.
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 and Preferred 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.
3
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.
PROPOSAL NO. 2
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, 1999. 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, 1999:
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, 1999.
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, 1999,
AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A
SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
COMMON STOCK
The following table sets forth, as of June 15, 1998, 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 an 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.
Shares of Common Stock Beneficially Owned (1)
---------------------------------------------
Percent
Name and Address of Beneficial Owner Number of
Class
------------------------------------ ---------------- -----------------
Yehoram Uziel (2) (3). . . . . . . . 9,586,974 29.3%
19408 Londelius Street
Northridge, CA 91324
Charles W. Lewis (2).. . . . . . . . 2,269,930 6.9%
19408 Londelius Street
Northridge, CA 91324
Dr. Mark W. Dowley (4). . . . . . . 300,000 *
3281 Scott Blvd.
Santa Clara, CA 95054
Kenneth T. Friedman (5). . . . . . . 726,645 2.2%
23512 Malibu Colony Dr.
Malibu, CA 90265
Patrick J. Lavelle (6). . . . . . . 35,000 *
131 Bloor St. West, Suite 815
Toronto, Ontario, Canada M5S 1S3
Darryl J. Yea (7). . . . . . . . . . 725,200 2.2%
750 West Pender St., Suite 1600
Vancouver, B.C., Canada V6C 2T8
All executive officers and directors
as a group (8 persons) (8). . . . 13,890,249 41.1%
- -------------------------------------
* Less than one percent
5
(1) Applicable percentage of ownership is based on 32,682,338 total shares
issued and outstanding plus options and warrants exercisable within 60
days of the date of this Proxy Statement by individual beneficial
owner. None of the persons named in this table owns shares of the
Company's Preferred Stock.
(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 11,600,000 shares of the Company's
Common Stock to the former shareholders of Soligen. Out of this
total, 9,750,000 shares were placed in escrow pursuant to an Escrow
Agreement, allocated as follows:
Name of Recipient Escrow Shares
----------------- -------------
Yehoram Uziel 5,771,464
Adam Cohen 1,788,589
Charles Lewis 1,702,447
MIT 487,500
---------
Totals 9,750,000
---------
---------
As originally executed, the terms and conditions of the Escrow
Agreement were 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. Prior to an
Amendment dated March 25, 1998 (the "Amendment"), the Escrow Agreement
provided for 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. The Escrow Agreement further provided that, if the
Company earned 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 would be
"earned out" and thereby released from escrow. Any shares not
released from escrow at the end of the five year earn out period would
have been canceled.
The Amendment, which was approved at the 1995 Annual Meeting of the
Company's stockholders, provides that the "earn out" period will be
extended for an additional five years and that all shares not
previously released from escrow will be released ten years after the
date of issuance. In March 1998 the Company received approval of the
Amendment from the British Columbia Securities Commission, and the
Amendment has now been executed and become effective.
The Escrow Agreement further 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
6
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.
(3) Includes warrants to purchase 80,000 shares which are exercisable
within 60 days of the date of this Proxy Statement.
(4) Includes options to purchase 60,000 shares which are exercisable
within 60 days of the date of this Proxy Statement.
(5) Includes options to purchase 210,000 and warrants to purchase 360,145
shares which are exercisable within 60 days of the date of this Proxy
Statement.
(6) Includes options to purchase 35,000 shares which are exercisable
within 60 days of the date of this Proxy Statement.
(7) Includes options to purchase 170,000 shares which are exercisable
within 60 days of 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.
(8) Includes options and warrants to purchase 1,105,645 shares which are
exercisable within 60 days of the date of this Proxy Statement.
7
PREFERRED STOCK
The following table sets forth, as of June 15, 1998, certain information
furnished to the Company with respect to ownership of the Company's Preferred
Stock:
Shares of Preferred Stock Beneficially Owned
- --------------------------------- --------------------------------------------
Percent
Name and Address of Beneficial Number of
Owner Class
- --------------------------------- ------------------ ---------------------
Koyah Leverage Partners, L.P. . 1,300 81.25%
601 W. Main Avenue, Suite 600
Spokane, WA 99201-0613
Koyah Partners, L.P. . . . . . . 300 18.75%
601 W. Main Avenue, Suite 600
Spokane, WA 99201-0613
MANAGEMENT
BOARD OF DIRECTORS
The names of the Company's current directors and certain information about
them are set forth below:
Name of Nominee Age Position(s) With the Company
- ------------------------ ----- ---------------------------------------
Yehoram Uziel 47 President, CEO, Director, and Chairman
of the Board of Directors
Dr. Mark W. Dowley 64 Director
Kenneth T. Friedman 40 Director
Patrick J. Lavelle 59 Director
Darryl J. Yea 39 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, Inc.
("Soligen"), a wholly-owned subsidiary of the Company from October 1991 to
present and
8
Director, President and Chief Executive Officer of Altop, 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. 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 a 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.
Kenneth T. Friedman has served as a director of the Company since
September 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. From 1986 to
1990, 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 a director of the Company since
September 1994. Mr. Lavelle was appointed Chairman of the Export Development
Corporation by the Prime Minister of Canada on January 1, 1998 after serving
a three-year term as Chairman of the Board of the Business Development Bank
of Canada. 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 1995, Mr. Lavelle was Chairman and Chief Executive
Officer of the Canadian Council for Aboriginal Business. Mr. Lavelle is
Chairman of the Bay of Spirits Gallery, a member of the Advisory Board of the
International MBA program at York University, a director of Revenues
Properties, Co. 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 First Secretary of the Premier's
Council and a Senior 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 a director of the Company since November
1992 and was formerly interim President of the Company (from November 1992 to
April 1993). Mr. Yea has served as a director of C.M. Oliver Inc. and a
director of C.M. Oliver & Company Limited, a Vancouver-based brokerage firm,
since 1992, and Vice Chairman of C.M. Oliver & Company Limited since 1997
responsible for Corporate Finance activities. Mr. Yea served as President
9
and director of C.M. Oliver Capital Corporation, an investment banking and
management consulting firm based in Vancouver, British Columbia, Canada, from
1986 to 1997. Mr. Yea is a member of the Real Estate Institute 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, 1998, the Board of Directors held
nine meetings and took action pursuant to two 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, 1998. During the fiscal year ending March 31, 1998,
each of the directors except Mr. Lavelle attended 75% or more of the
meetings of the Board of Directors or committees of the Board of Directors on
which he served.
The Audit Committee, which met formally one time in the fiscal year
ended March 31, 1998, has three members, Dr. Mark W. Dowley, Kenneth T.
Friedman and. Darryl J. Yea. 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, which did not meet
formally in the fiscal year ended March 31, 1998, 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, which met formally one time in the fiscal
year ended March 31, 1998, consists of Dr. Mark W. Dowley, Kenneth T.
Friedman, Patrick J. Lavelle and Darryl J. Yea. The Compensation Committee
was established to review and approve 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.
10
Name Age Position(s)
- ----------------- ----- ---------------------------------
Robert Kassel 71 Chief Financial Officer and Chief
Administrative Officer
Charles W. Lewis 47 Vice President, Soligen, Inc.
Amir Gnessin 39 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.
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 Soligen, Inc. 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, 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.
11
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, 1996, March 31, 1997 and March 31, 1998.
Annual
Name and principal position Year Compensation
Salary
- ------------------------------- ------------------------- --------------
Yehoram Uziel, President, Fiscal year ended 3/31/96 $ 99,320
CEO, Director and Chairman
of the Board of the Company; Fiscal year ended 3/31/97 $ 99,486
President and CEO of Soligen,
Inc.; and CEO of Altop, Inc.
Fiscal year ended 3/31/98 $ 125,000
No other executive officer received compensation in excess of $100,000
in the fiscal year ended March 31, 1998. No executive officer received a
bonus in the fiscal year ended March 31, 1998.
No options or stock appreciation rights were granted to or exercised by
executive officers of the Company during the fiscal year ended March 31, 1998.
The Company had no long-term incentive plan for the fiscal year ended
March 31, 1998. 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
Other than options granted under the Company's 1993 Stock Option Plan,
as amended, none of which were issued in the fiscal year ended March 31,
1998, 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.
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 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
12
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, 1998, the Company's directors, executive officers, and
greater than ten percent beneficial owners complied with all Section 16(a)
filing requirements, except that Kenneth T. Friedman, a director of the
Company, failed to file a Form 5 reporting receipt of a warrant issued by the
Company in September 1996. This transaction was reported by Mr. Friedman on
a timely filed Form 5 for the fiscal year ended March 31, 1998.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the Company's 1999
Annual Meeting must be received by the Company at its principal executive
office no later than March 6, 1999 in order to be included in the Company's
1999 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 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
13
THE COMPANY'S FISCAL YEAR ENDED MARCH 31, 1998. 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: July 6, 1998
14
Please mark
/X/ 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 Proposal 2.
FOR WITHHELD
Proposal 1 - Election of Directors: Yehoram Uziel / / / /
Dr. Mark W. Dowley / / / /
Kenneth T. Friedman / / / /
Patrick J. Lavelle / / / /
Darryl J. Yea / / / /
Proposal 2 - To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for fiscal year ending March 31, 1999.
FOR AGAINST ABSTENTION
/ / / / / /
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 AUGUST 17, 1998
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 be held on Monday,
August 17, 1998, 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
June 29, 1998, 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)