Caprius Inc – ‘S-4’ on 10/9/97 – EX-99.2

As of:  Thursday, 10/9/97   ·   Accession #:  950136-97-1413   ·   File #:  333-37481

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement                               187   1.07M 
 2: EX-5        Opinion of Reid & Priest LLP.                          2     11K 
 3: EX-8        Opinion of Reid & Priest LLP.                          2     13K 
 4: EX-21.1     List of Subsidiaries.                                  1      5K 
 5: EX-23.1     Consent of Richard A. Eisner & Company, LLP.           1      7K 
 6: EX-23.3     Consent of Houlihan Lokey Howard & Zukin, Inc.         1      7K 
 7: EX-23.4     Consent of Valuemetrics, Inc.                          1      7K 
 8: EX-23.5     Consent of Daniel E. Straus.                           1      6K 
 9: EX-23.6     Consent of Susan S. Bailis.                            1      6K 
10: EX-99.1     Preliminary Copy of Proxy Card.                        2±     9K 
11: EX-99.2     Preliminary Copy of Proxy Card.                        2     11K 

EX-99.2   —   Preliminary Copy of Proxy Card.

EX-99.2
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                                                            PRELIMINARY COPY

ADVANCED NMR SYSTEMS, INC.  
MEETING TO BE HELD ON NOVEMBER 10, 1997   

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   

The undersigned stockholder of ADVANCED NMR SYSTEMS, INC., a Delaware     
corporation (the "Company"), acknowledges receipt of the Notice of Special      
Meeting of Stockholders and Proxy Statement, dated October 10, 1997, and        
hereby constitutes and appoints Jack Nelson and Enrique Levy, or either of      
them acting singly in the absence of the other, with the power of               
substitution in either of them, the proxies of the undersigned to vote with     
the same force and effect as the undersigned all shares of Common Stock of      
the Company held by the undersigned at the Special Meeting of Stockholders      
(the "Meeting") of the Company to be held at Reid & Priest LLP, 40 West 57th    
Street, New York, NY, on November 10, 1997 at 11:00 A.M., Local Time, and at    
any adjournment or adjournments thereof, hereby revoking any proxy or proxies   
heretofore given and ratifying and confirming all that said proxies may do or   
cause to be done by virtue thereof with respect to the following matters:       

The undersigned hereby instructs said proxies or other substitutes:       

1.  The amendment to the Company's Certificate of Incorporation to effect a     
1-for-10 reverse stock split.                                           

FOR   AGAINST   ABSTAIN                                                 
[ ]     [ ]       [ ]                                                   

2.  The amendments to the Company's 1992 Employee Stock Option Plan.            

FOR   AGAINST   ABSTAIN                                                 
[ ]     [ ]       [ ]                                                   

3.  The amendments to the Company's 1992 Non-Employee Directors' Stock Option   
Plan for Non-Employee Directors.                                        

FOR   AGAINST   ABSTAIN                                                 
[ ]     [ ]       [ ]                                                   

4. The election of eight directors nominated by the Board of Directors:         

FOR all nominees listed below     WITHHOLD AUTHORITY                      
  [ ] (except as indicated)         to vote for all nominees listed below  [ ]

NOMINEES: Jack Nelson, Alison Estabrook, Enrique Levy, Robert Spira,      
Sol Triebwasser, Susan S. Bailis, Daniel E. Straus and
Bernard Wiener.                                       

EX-99.2
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(INSTRUCTION: To withhold authority to vote for any individual nominee or       
            nominees, write such nominee's or nominees' name(s) in the space
provided below.)                                    

5. The amendments to the Company's Certificate of Incorporation to change the   
corporate name.                                                           

FOR   AGAINST   ABSTAIN                                                   
[ ]     [ ]       [ ]                                                     

6. Upon such other matters as may properly come before the meeting or any       
adjournment or adjournments thereof.                                      

The proxy when properly executed will be voted as directed. If no direction     
is indicated, the proxy will be voted FOR the election of the EIGHT named       
individuals as directors and FOR the amendments to the Company's Certificate    
of Incorporation and Stock Option Plans.                                        

                             Date --------------------------------- 1997

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

                             -------------------------------------------
                             Please sign your name exactly as it appears
                             hereon. When signing as attorney, executor,
                            administrator, trustee or guardian, please
                            give your full title as it appears hereon.
                               When signing as joint tenants, all parties in
                              the joint tenancy must sign. When a proxy is
                                given by a corporation, it should be signed by
                              an authorized officer and the corporate seal
                                affixed. No postage is required if returned in
                         the enclosed envelope and mailed in the
United States.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		11/10/97		1					3,  8-K
		10/10/97		1
Filed on:		10/9/97
									List all Filings