Asia Fiber Holdings Ltd – ‘PRES14A’ for 3/4/97

As of:  Thursday, 1/23/97   ·   For:  3/4/97   ·   Accession #:  1019687-97-8   ·   File #:  1-08334

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special     9     56K 
                          Meeting                                                
 2: EX-3        By-Laws                                               17     64K 

PRES14A   —   Preliminary Proxy Solicitation Material — Special Meeting
Document Table of Contents

PRES14A
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of     
1934                                                                            

Filed by the Registrant [x]                                                     

Filed by the Party other than the Registrant [ ]                                

Check the appropriate box:                                                      

[x]  Preliminary Proxy Statement                                                
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to ' 240.14a-11(c) or ' 240.14a-12            

REGAL INTERNATIONAL, INC.     
-------------------------     
(Name of Registrant as Specified In Its Charter)      

REGAL INTERNATIONAL, INC.     
-------------------------     
(Name of Person(s) Filing Proxy Statement)          

Payment of Filing Fee (Check the appropriate box):                              

[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-           
6(i)(2).                                                                        
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule       
14a-6(i)(3).                                                                    
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-      
11.                                                                             

(1)  Title of each class of securities to which transaction applies:            

(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:                                             

(4)  Proposed maximum aggregate value of transaction:                           

[ ]  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:                                                    

(2)  Form, Schedule or Registration Statement No.:                              

(3)  Filing Party:                                                              

(4)  Date Filed:                                                                

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APPOINTMENT OF PROXY  

REGAL INTERNATIONAL, INC.   
Special Meeting of Stockholders -- March 4, 1997      

The undersigned hereby appoints_____________ and ____________and each of    
them (with full power to act without the other), the true and lawful proxies    
of the undersigned, each having full power to substitute, to represent the      
undersigned and to vote all shares of stock of REGAL INTERNATIONAL, INC.        
(the "Company") which the undersigned would be entitled to vote if              
personally present at the Special Meeting of Stockholders (the "Meeting") of    
REGAL INTERNATIONAL, INC., to be held at ___________________________, on        
March 4, 1997, at the hour of 10:00 a.m., local time.                           

1.  FOR [  ]  WITHHOLD [  ] ratification of the acquisition of Westronix        
Limited by the Company.                                                         

2.  FOR [  ]  WITHHOLD [  ] one or more amendments to the Certificates of       
Incorporation to increase the authorized number of shares of Common stock up    
to 1,100,000,000.                                                               

3.  FOR [  ]  WITHHOLD [  ] amendments to the Article Fourth, Fifth, Sixth,     
Seventh and Tenth of the Company's Certificate of Incorporation.                

4.  FOR [  ]  WITHHOLD [  ] reverse split of common stock of the Company.       

5.  FOR [  ]  WITHHOLD [  ] adoption of restated and amended  Bylaws of the     
Company.                                                                        

6.  FOR [  ]  WITHHOLD [  ] adoption of 1997 Incentive Stock Option plan.       

7.  Upon all such other matters that may promptly be brought before such        
Meeting, as to which the undersigned hereby confers discretionary authority     
upon said proxies.                                                              

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE          
COMPANY.  THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR (1) [ ] THE    
RATIFICATION OF THE ACQUISITION OF WESTRONIX LIMITED (2) [ ] ONE OR MORE        
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION  (3) [ ] AMENDMENTS TO           
ARTICLE FOURTH, FIFTH, SIXTH, SEVENTH AND TENTH OF THE CERTIFICATE OF           
INCORPORATION (4) [  ] THE REVERSE SPLIT OF COMMON STOCK, (5) [ ], ADOPTION     
OF RESTATED AND AMENDED BYLAWS, (6) [ ], ADOPTION OF 1997 INCENTIVE STOCK       
OPTION PLAN , OR, IF A CONTRARY INSTRUCTION IS INDICATED IN ACCORDANCE WITH     
SUCH INSTRUCTIONS.                                                              

All other proxies heretofore given by the undersigned to vote shares of     
stock of REGAL INTERNATIONAL, INC. which the undersigned would be entitled      
to vote if personally present at said Meeting or any adjournment thereof are    
hereby expressly revoked.  This proxy may be revoked at any time prior to       
the voting hereof.                                                              

NOTE:  Please date this proxy and sign it exactly as your name or names     
appear on your shares.  If signing as an attorney, executor, administrator,     
guardian or trustee, please give full title as such.  If a corporation,         
please sign full corporate name by duly authorized officer or officers,         
affix corporate seal and attach a certified copy of resolution or bylaws        
evidencing authority.                                                           

                           -------------------------------
  (Date)

                           -------------------------------
       (Signature)

                           -------------------------------
       (Signature)

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REGAL INTERNATIONAL, INC.   
52/F Bank of China Tower  
1 Garden Road, Hong Kong  
------------------------------  
NOTICE OF SPECIAL MEETING 
------------------------------  

  To Be Held

   March 4, 1997

NOTICE IS HEREBY GIVEN, in accordance with the provisions of Section 222 of     
the General Corporation Law of the State of Delaware, that a special meeting    
of the stockholders (the "Meeting") of REGAL INTERNATIONAL, INC., a Delaware    
corporation (the "Company"), whose principal executive offices are located      
at 52/F Bank of China Tower, 1 Garden Road, Hong Kong, will be held as          
follows:                                                                        

Place:                       _________________, Los Angeles, California         

Date:                        March 4, 1997                                      

Time:                        10:00 a.m.                                         

The purpose of the Meeting is as follows:                                       

1.  To ratify the acquisition of Westronix Limited by the Company.              

2.  To amend the Company's Certificate of Incorporation to increase the         
authorized number of shares of Common Stock up to 1,100,000,000 shares, of      
par value $0.01 per share.                                                      

3.  To amend the Company's Certificate of Incorporation (i) Article Fourth      
(D)(7),  to provide that the Company may remove directors or adopt, repeal      
or amend bylaws by a meeting of the shareholders or a written consent by        
shareholders holding a majority of the voting shares; (ii) Article Fifth to     
provide that the number of directors shall not be less than three, and to       
remove the classification of the board of directors; (iii)  Article Sixth to    
provide that the affirmative vote of the majority of voting shares is           
sufficient for the amendment or adoption of bylaws;  (iv) Article Seventh to    
remove the requirement of 80% shareholders' vote for certain transactions       
and to provide that the affirmative vote of the majority of voting shares is    
sufficient to approve those certain transactions listed in Article Seventh;     
and Article Tenth to remove the requirement of 80% shareholders' vote to        
amend  Article Fourth, Paragraph D (7) and (8), Article Fifth, Sixth,           
Seventh and Tenth, and  to provide that the affirmative vote of the majority    
of voting shares is sufficient to approve amendments to those provisions of     
the Company's Certificate of Incorporation.                                     

4.  To undertake a 138 to 1 reverse split of the Company's Common Stock         

5.  To adopt restated and amended Bylaws of the Company.                        

6.  To adopt a 1997 Incentive Stock Option Plan.                                

7.  All such other matters as may be brought before such Meeting.               

The Board of Directors has fixed the close of business on January 27, 1997      
as the record date for determination of stockholders entitled to notice of,     
and to vote at, the Meeting.                                                    

Shares can be voted at the Meeting only if the record holder thereof is         
present at the Meeting or represented by proxy.  To ensure the presence of a    
quorum at the Meeting, you are requested to sign and date the accompanying      
Appointment of Proxy and return it promptly in the enclosed return envelope.    
The giving of such Appointment of Proxy will not affect your rights to vote   
in person in the event you attend the Meeting.                                  

February 3, 1997             By Order of The Board of Directors                 

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REGAL INTERNATIONAL, INC.   
52/F Bank of China Tower  
1 Garden Road, Hong Kong  

PROXY STATEMENT 

Mailing Date: February 3, 1997                                  

-------------------------------         
SPECIAL MEETING OF STOCKHOLDERS         
-------------------------------         

To Be Held March 4, 1997        

General                                                                         

This Proxy Statement is furnished to the holders of Common Stock, $.01 par      
value per share (the "Common Stock"), of REGAL INTERNATIONAL, INC. (the         
"Company"), on behalf of the Company, in connection with its solicitation of    
Appointments of Proxy in the form enclosed herewith for use at a special        
meeting of stockholders (the "Meeting") to be held on March 4, 1997, and at     
any adjournments thereof.  The Meeting will be held at 10:00 a.m. local         
time, on the above date, at___________________________________________  The     
matters to be acted upon at the Meeting are set forth in the accompanying       
Notice of Meeting and are described herein.                                     

The cost of this solicitation of Appointments of Proxy will be borne by the     
Company.  In addition to the solicitation of Appointments of Proxy by mail,     
certain officers, directors and regular employees of the Company, without       
additional remuneration, may solicit Appointments of Proxy, personally or by    
telephone, telegraph or cable.  Arrangements will also be made with             
brokerage firms and other nominee holders for forwarding proxy materials to     
the beneficial owners of shares of the Common Stock, and the Company will       
reimburse such persons for reasonable out-of-pocket expenses incurred by        
them in connection therewith.                                                   

Voting of Appointments of Proxy                                                 

The persons named in the enclosed Appointment of Proxy, as proxies to           
represent stockholders at the Meeting, are __________and______________.  An     
Appointment of Proxy which is properly executed and returned, and not           
revoked, will be voted in accordance with the directions contained therein.     
If no directions are given, that Appointment of Proxy will be voted FOR the   
ratification of the acquisition of Westronix Limited by the Company as          
further described in Proposal 1, FOR the amendment to the Company's             
Certificate of Incorporation increasing the authorized number of Common         
Stock to 1,100,000,000, as further described in Proposal 2 herein, FOR          
amendment to the Company's Certificate of Incorporation to amend Articles       
Fourth, Fifth, Sixth, Seventh and Tenth, as further described in Proposal 3     
herein, FOR the amendment to the Company's Certificate of Incorporation to      
effect a 1-for-138 reverse stock split approved by the Board of Directors on    
_________, 1997, as further described in Proposal 4 herein, FOR adoption of     
the amended and restated Bylaws of the Company, as further described in         
Proposal 5 herein, FOR adoption of 1997 Incentive Stock Option Plan, as         
further described in Proposal 6 herein.  On any other matters that may come     
before the Meeting, each Appointment of Proxy will be voted in accordance       
with the best judgment of the proxies.                                          

Revocability of Appointments of Proxy                                           

An Appointment of Proxy may be revoked by the stockholder at any time before    
it is exercised by filing with the Secretary of the Company a written           
revocation or a duly executed Appointment of Proxy bearing a later date, or     
by attending the Meeting and announcing his intention to vote in person.        

Record Date and Voting Rights                                                   

The close of business on January 27, 1997 has been fixed as the record date     
for the determination of stockholders entitled to notice of, and to vote at,    
the Meeting.  Only those stockholders of record, on that date, will be          
entitled to vote on the proposals described herein.                             

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The voting securities of the Company are the shares of its Common Stock, of     
which shares were issued and outstanding as of January 27, 1997.  All           
outstanding shares of Common Stock are entitled to one vote on each matter      
submitted for voting at the meeting.                                            

China Strategic Holdings Limited has indicated its intention to vote for      
the proposals to be presented at the Meeting.                                   

Beneficial Ownership of Common Stock                                            

Principal Stockholders, Directors and Officers.  The following table sets       
forth the beneficial ownership of the Company's Common Stock, as of January     
27, 1997, by  each person known to the Company to own more than five percent    
(5%) of the Company's Common Stock and by each of the Company's current         
directors, and by all directors and officers of the Company as a group.  The    
table has been prepared based on information provided to the Company by each    
stockholder.                                                                    

                 Amount of
Name and                                    Beneficial         Percent of       
Address                                     Ownership          Class            
---------                                   ----------         ----------       

China Strategic Holdings Ltd. (1)           1,033,877,483      96.16%           

Harlequin Investment Holdings Ltd. (2)(3)       4,452,082       0.41%           

Richard N. Gray (2)(3)                                                          
Director                                        4,452,082       0.41%           
Noble House, Queens Road                                                        
St. Peter Fort, Guernsey, Channel Islands                                       

Oei Hong Leong (1)                          1,033,877,483      96.16%           
Director                                                                        
52/F Bank of China Tower                                                        
1 Garden Road, Hong Kong                                                        

Chung Cho Yee Mico (1)                                  0       0%              
President and Director                                                          
52/F Bank of China Tower                                                        
1 Garden Road, Hong Kong                                                        

Ma Wai Man Catherine (1)                                0       0%              
Director                                                                        
52/F Bank of China Tower                                                        
1 Garden Road, Hong Kong                                                        

Jim G.K. Pang                                                                   
Chief Financial Officer                                                         
52/F Bank of China Tower                                                        
1 Garden Road, Hong Kong                                0       0%              

Martin J. Furner                                        0       0%              
Director                                                                        
24 Chiswick High Road                                                           
Chiswick, London W4 1TE                                                         

All Directors and Officers                        1,038,329,565      96.57%     
as a Group (6 persons)                                                          

---------------------                                                           

As used in this table, "beneficial ownership" means the sole or shared power    
to vote, or to direct the voting of, a security, or the sole or shared          
investment power with respect to a security (i.e., the power to dispose of,     
or to direct the disposition of a security).                                    

(1)     China Strategic Holdings Limited has indirect voting and investment     
power with respect to 993,377,483 shares issuable upon the conversion of a      
$30,000,000 Convertible Note held by Horler Holdings Limited, P.O. Box 71,      
Craigmuer Chamber, Road Town, Tortola, British Virgin Islands, a wholly         
owned subsidiary of China Strategic Holdings Limited.                           

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(2)  Harlequin Investment Holdings Limited has sole voting and investment       
power with respect to the shares of common Stock.  The beneficial ownership     
set forth herein does not include 8,000,000 shares of Common Stock to be        
acquired upon an exercise of a Stock Purchase Option granted by China           
Strategic Holdings Limited to Harlequin Investment Holdings Limited.  The       
percentage of beneficial ownership is based upon _______shares of Common        
Stock outstanding as of January 27, 1996.                                       

(3)  Harlequin Investment Holdings Limited is a wholly owned subsidiary of      
GHL (Senior) Pension Fund, Noble House, Queens Road, St. Peter Port,            
Guernsey, Channel Islands.  Richard N. Gray and Overseas Trust Company          
Limited are trustees of GHL (Senior) Pension Fund and have the same address.    
Mr. Gray and Overseas Trust Company Limited each disclaim beneficial          
ownership of the shares of Common Stock.                                        

As of January 27, 1997, there were_____shareholders of record. The              
percentage of  beneficial ownership is based upon _____________shares of        
Common Stock outstanding as of January 27, 1997 and _______________             
993,377,483 shares of Common Stock issuable upon conversion of the              
$30,000,000 Convertible Note.                                                   

PROPOSAL NO. 1    
RATIFICATION OF THE ACQUISITION OF WESTRONIX LIMITED    

On September 7, 1996, the Board of Directors of the Company approved the        
acquisition of all the issued and outstanding shares of Westronix Limited, a    
British Virgin Islands corporation ("Westronix"), from China Strategic          
Holdings Limited, a Hong Kong company ("CSH") pursuant to the terms of the      
Acquisition Agreement  entered into  on September 10, 1996.  Westronix's        
sole asset is a 100% equity interest in China Construction Holdings,            
formerly China Construction International Group, a Hong Kong company ("China    
Construction") which owns 51% joint venture interest in Hangzhou Zhongce        
Huantong  Development Co., Ltd. ("Hangzhou Huantong"), a Sino-foreign joint     
venture established in Hangzhou, Zhejiang Province, the People's Republic of    
China ("China") on June 23, 1993.  The consideration paid by the Company        
consisted of  a $30 million Convertible Note bearing interest at the rate of    
nine percent (9%) per annum after an initial six (6) month interest-free        
period (the "Note").                                                            

The Note is payable interest only on an annual basis, with all principal        
being due and payable on September 10, 1999.  The principal and any unpaid      
interest due on the Note are convertible into shares of Common Stock, $0.01     
par value, of the Company ("Common Stock") at a conversion price of $0.0302     
per share.  The principal amount of the Note may be automatically reduced       
and adjusted downwards, if an opinion issued by an independent third party      
on the amount of consideration paid by the Company, states an amount which      
is 10% less than the consideration paid by the Company.  The adjustment is a    
formula designed to ensure fairness of the transaction.  The Board of           
Directors obtained  a fairness opinion with respect to the transaction from     
the independent third party, which opinion confirmed that the acquisition of    
Westronix at the purchase price set forth above was fair to the Company.        
The Note is secured by all assets of Westronix and its related subsidiaries.    

Hangzhou Huantong is a joint venture between China Construction (51%) and       
Hangzhou Transportation Development Corporation (49%). Hangzhou Huantong has    
been established to develop the construction project called "Hangzhou Ring      
Road" which has been approved as a priority project by the Hangzhou Town        
Planning Committee in 1992.  The Hangzhou Ring Road is built to direct the      
congested traffic outside the city of Hangzhou.  The Hangzhou Ring Road has     
a total length of 38.2 km and comprises of three sections: Section 1            
consists of 13.2 km route from Jichang Road to Xiangfuqiao; Section 2           
consists of  13.7 km route from Xiangfuqiao to Liuxai, and Section 3            
consists of 11.3 km route from Liuxai to Lingjiaqiao.  Section  1 and 2 have    
been completed and opened for traffic. Construction of Section 3 has already    
been started and it is expected to be completed by the end of year 1997 and     
opened to traffic in January 1998.  Hangzhou Huantong  employs approximately    
142 employees and is located in Hangzhou, Zhejiang Province, China.  Sales      
for the fiscal year ended December 31, 1995 were approximately $4.47 million    
(Rmb 37.2 million) with net profit  of approximately  $1.8 million (Rmb 15      
million) ( as such figures are provided in the audited financial statements     
of  Westronix Limited and Subsidiaries prepared by Arthur Andersen in           
accordance with the generally accepted accounting practices and rules           
applicable to sino-foreign equity joint ventures in China and assuming          
conversion into United Stated Dollars at a rate of $1.00=Rmb8.32). The          
acquisition of Hangzhou Huantong will enable the Company to participate in      
the infrastructure projects in China, which participation presents an           
excellent opportunity for growth and higher return for the Company and its      
shareholders.                                                                   

The acquisition of Westronix Limited was approved by the consent in writing     
of the majority of the Company's shareholders on September 7, 1996.             
Attached to this Proxy Statement is a report on Form 8-K/A filed with           
respect to the acquisition of Westronix Limited, which includes financial       
statements of Westronix Limited.  The Board of Directors recommends that        
stockholders ratify the acquisition of Westronix Limited.  This proposal        
requires the affirmative vote of 80% of the outstanding shares of Common        
Stock entitled to vote at the Meeting                                           

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PROPOSAL NO. 2    
AMENDMENT OF CERTIFICATE OF INCORPORATION     
INCREASE IN AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK     

The Company is soliciting the approval of stockholders for one or more          
amendments to the Fourth Article of the Company's Certificate of                
Incorporation to increase the number of authorized shares of the Company's      
Common Stock from 150,000,000 to 1,100,000,000 shares.  The number of           
authorized shares of  the Company's Preferred Stock, $0.10 par  value per       
share,  shall remain unchanged.                                                 

The Company's Certificate of Incorporation currently authorizes the issuance    
of a total of 150,000,000 shares of Common Stock.   There were ___________      
shares of Common Stock outstanding at the close of business on January 27,      
1997.                                                                           

The Board of Directors has proposed the increase in authorized Common Stock     
to provide the Board of Directors with greater flexibility in the event the     
Board of Directors determines that it is in the best interest of the Company    
to issue additional shares.  In connection with the acquisition of Westronix    
Limited, the Company has issued a $30,000,000 convertible note to Horler        
Holdings Limited, a wholly owned subsidiary of China Strategic Holdings         
Limited.  The principal and any unpaid interest due on the Note are             
convertible into shares of Common Stock, $0.01 par value, of the Company        
("Common Stock") at a conversion price of $0.0302 per share. If the  holder     
of the Note exercise its conversion rights and converts the full amount of      
the Note, the number of shares issued to Noteholder would exceed the total      
authorized amount of common stock of the Company.                               

Under the laws of the State of Delaware, authorized, but unissued and           
unreserved, shares may be issued for such consideration (not less than par      
value) and purposes as the Board of Directors may determine without further     
action by the stockholders.  The issuance of such additional shares may,        
under certain circumstances, result in the dilution of the equity or            
earnings per share of the existing stockholders.                                

The additional shares of Common Stock authorized by this proposed amendment     
will, if and when issued, have the same rights and privileges as the shares     
of Common Stock currently authorized.  Holders of shares of Common Stock        
have no preemptive rights.                                                      

The above amendment to the Certificate of Incorporation requires the            
affirmative vote of a majority of the outstanding shares of Common Stock        
entitled to vote at the Meeting.  The Board of Directors recommends that the    
stockholders vote FOR this proposal.                                            

PROPOSAL NO.  3   
    AMENDMENT OF ARTICLES FOURTH, FIFTH, SIXTH, SEVENTH AND TENTH OF CERTIFICATE
OF INCORPORATION                                                                

The Company is soliciting the approval of stockholders for one or more          
amendments to the Company's Certificate of Incorporation (i) Article Fourth     
(D)(7),  to provide that a meeting of shareholders or a written consent by      
shareholders holding a majority of the voting shares shall be required to       
remove directors or adopt, repeal or amend bylaws; (ii) Article Fifth to        
provide that the number of directors shall not be less than three, and to       
remove the classification of the board of directors;  (iii)  Article Sixth      
to provide that the affirmative vote of the majority of voting shares rather    
than 80% of such vote, is sufficient for the amendment or adoption of           
bylaws; (iv) Article Seventh to remove the requirement of 80% shareholders'     
vote for certain transactions with shareholders that have a 5% or more          
holdings with the Company and to provide that the affirmative vote of the       
majority of voting shares is sufficient to approve those certain                
transactions listed in Article Seventh; and Article Tenth to remove the         
requirement of 80% shareholders' vote to amend  Article Fourth, Paragraph D     
(7) and (8), Article Fifth, Sixth, Seventh and Tenth, and  to provide that      
the affirmative vote of the majority of voting shares is sufficient to          
approve amendments to those provisions of the Company's Certificate of          
Incorporation..                                                                 

The above amendment to the Certificate of Incorporation requires the            
affirmative vote of 80% of the outstanding shares of Common Stock entitled      
to vote at the Meeting.  The Board of Directors recommends that the             
stockholders vote FOR this proposal.                                            

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PROPOSAL NO. 4    
AMENDMENT OF CERTIFICATE OF INCORPORATION     
1-FOR-138 REVERSE STOCK SPLIT   

The Board of Directors has proposed to amend the Company's Certificate of       
Incorporation to effect a 1-for-138 reverse stock split of its Common Stock     
under which each outstanding 138 shares of Common Stock, par value $0.01 per    
share, registered in the name of each shareholder as of the record date,        
will be exchanged for 1 share of Common Stock.  The effective date of the       
reverse split shall immediately upon approval of the shareholders.  The         
Board of Directors believes that the reverse split is necessary in order to     
cause the Common Stock to be tradable at such a price per share as is           
required by NASDAQ initial admission rules and that the reverse split will      
raise earnings per share to acceptable levels, in connection with the           
Company's future plans to apply to NASDAQ for inclusion of the Company's        
Common Stock.  In addition, the Board of Directors believes that the            
proposed reverse split will make the management of shareholding more            
efficient and cost effective.  Fractional shares will be rounded up to the      
nearest whole share.                                                            

The above amendment to the Certificate of Incorporation requires the            
affirmative vote of 80% of the outstanding shares of Common Stock entitled      
to vote at the Meeting.  The Board of Directors recommends that the             
stockholders vote FOR this proposal.                                            

PROPOSAL NO. 5    
ADOPTION OF AMENDED AND RESTATED BYLAWS   

Pursuant to the Company's Certificate of  Incorporation, the adoption of        
amended or restated bylaws may only be approved at the annual or special        
meeting of stockholders of the Company.  The Board of Directors proposes to     
adopt the amended and restated Bylaws in the form attached to this Proxy        
Statement as Exhibit A.  The above proposal requires 80% of the affirmative     
vote of a majority of the outstanding shares of Common Stock entitled to        
vote at the Meeting.  The Board of Directors recommends that the                
stockholders vote FOR this proposal.                                            

PROPOSAL NO. 6    
ADOPTION OF 1997 INCENTIVE STOCK OPTION PLAN    

The Company's proposed 1997 Incentive Stock Option Plan (the "Plan")            
provides for the grant of incentive stock options ("ISO's") qualifying under    
the Internal Revenue Code, the grant of nonqualifying stock options             
("NSO's"), and the grant of awards of stock appreciation rights, stock          
options, restricted stock or performance units ("Awards") to officers,          
employees and consultants of the Company and its affiliates. 750,000 shares     
of the Company's Common Stock will be reserved for issuance pursuant to the     
Plan.  The Plan will be administered by the Stock Option Committee of the       
Board of Directors or such other committee of the Board, if the Board so        
designates (the "Committee").  The purpose of the Plan is to aid the Company    
in retaining the services of executive and key employees and in attracting      
new management personnel when needed for future operations and growth, to       
offer such personnel additional incentives to put forth maximum efforts for     
the success of the business and to afford them opportunities to obtain or       
increase a proprietary interest in the Company on a favorable basis and,        
thereby, to have an opportunity to share in its success.                        

The Plan will expire ten years from its effective date as specified by the      
Board of Directors at the time the Plan is approved (except as to options       
outstanding at that time, if any).  The Board may amend, alter or terminate     
the Plan in any respect at any time, except that no amendment, alteration or    
termination shall be made which would (i ) impair the rights of an optionee     
under a stock option, stock appreciation right, restricted stock or             
performance award unit therefore granted without such optionee"s consent, or    
(ii) disqualify the Plan from the exemption provided by Rule 16b-3 of the       
Securities Exchange Act of 1934, and , further, no material amendment shall     
be made without the prior approval of the Company's stockholders to the         
extent such approval is required by law or agreement.                           

The Committee has substantial discretion pursuant to the Plan to determine      
the persons to whom ISO's, NSO's and Awards may be granted or authorized and    
also to determine the amounts, time, price (provided that the exercise price    
per share shall not be less than the fair market value of the Common Stock      
on the date of such grant ), exercise terms and restrictions imposed in         
connection with each individual grant.  ISO's, NSO's and Awards may be          
granted to any employee (which may include officers, and directors who are      
also employees) or consultants of the Company or its subsidiaries.  No          
participant in the Plan may be granted ISO's, NSO's or Awards aggregating in    
excess of__________  shares of Common Stock over the life of the Plan and no    
stock option shall be exercisable more than ten years after the date such       
option is granted.  Options may expire earlier as determined by the             
Committee and the Committee may determine vesting provisions in its             
discretion.                                                                     

Stock appreciation rights may be granted in conjunction with all or part of     
any stock options granted under the Plan at the discretion of the Committee.    
Shares of restricted stock and performance units may be awarded either        
alone or in addition to other Awards granted under the Plan at the              
discretion of the Committee.                                                    

PRES14A
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If an optionee ceases to be an employee of the Company or a subsidiary other    
than by reason of death, disability or retirement, any stock option held by     
him shall terminate on the date of termination of his employment in the case    
of voluntary termination, and shall terminate one month after the               
termination of his employment in the case of involuntary termination of         
employment (but not later than its specified expiration date).  In the case     
of death, any stock option held by an optionee may be exercised by his          
estate, personal representative or beneficiary at any time prior to the         
earlier of the specified expiration date of the stock option or one year        
from the date of the optionee's death.  If an optionee's employment is          
terminated by reason of disability or retirement, the optionee may exercise     
any stock options held by him at any time prior to the earlier of the           
specified expiration date of the stock option or three years from the date      
of termination of employment.                                                   

Options are, in general, non-assignable.  The options carry certain anti-       
dilution provisions concerning stock dividends, stock splits,                   
consolidations, mergers, recapitalizations and reorganizations.                 

Generally, under applicable provisions of the Internal Revenue Code, the        
amount of profit realized by an optionee under exercise of stock option is      
taxed as ordinary income to the optionee in the year of exercise.  The          
Company is entitled to a compensation deduction in the same amount in the       
same year.                                                                      

An optionee who holds the stock received upon exercise of a stock option for    
at least two years from the date the option was granted and at least one        
year from the receipt of the stock upon exercise generally pays no tax until    
the stock is sold, at which time any profit or loss realized is long-term       
capital gain or loss, as the case may be, and the Company is not entitled to    
a corresponding tax deduction at any time.  The spread at exercise of a         
stock option is effectively treated as a tax preference item in the exercise    
year for purposes of calculating the optionee's alternative minimum tax.        

An optionee who sells the stock received upon the exercise of a stock option    
within two years after the option was granted or within one year of receipt     
of the shares upon exercise is taxed on the profit up to the date of the        
exercise (which is ordinary income) and the Company is entitled to a            
corresponding tax deduction; the income and tax deduction items are             
recognized by the optionee and the Company, respectively, in the year the       
stock is sold.  Appreciation or depreciation after the date of exercise is      
taxable to the optionee as capital gain or loss, respectively, and is           
nondeductible by the Company.                                                   

The Company may be required to withhold tax on the amount of the income         
recognized by the optionee upon exercise of an option and upon transfer of      
stock received upon exercise of an option.                                      

The above proposal requires the affirmative vote of a majority of the           
outstanding shares of Common Stock entitled to vote at the Meeting.  The        
Board of Directors recommends that the stockholders vote FOR this proposal.     

PROPOSAL NO.7   
OTHER MATTERS   

The Board of Directors is not aware of any other matters that will be           
presented for consideration at the Meeting other than those matters referred    
to in this Proxy Statement.                                                     

February 3, 1997                  BY ORDER OF THE BOARD OF DIRECTORS            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
		9/10/99		6
For Period End:		3/4/97		2		4
		2/3/97		3		9
		1/27/97		3		7
Filed on:		1/23/97
		9/10/96		6					8-K
		9/7/96		6
		1/27/96		6
		12/31/95		6					10-K,  10-K/A,  10KSB/A
		6/23/93		6
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