Adm Tronics Unlimited Inc/DE – ‘PRES14A’ for 10/28/98

As of:  Tuesday, 10/27/98   ·   For:  10/28/98   ·   Accession #:  849401-98-23   ·   File #:  0-17629

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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    11±    45K 
                          Meeting                                                


SCHEDULE 14A                  
Information Required in Proxy Statement       

SCHEDULE 14A INFORMATION                  

Proxy Statement Pursuant to Section 14(a) of the Securities         
Exchange Act of 1934                    
(Amendment No.   )                  

Filed by the Registrant [X]                                                     

Filed by a party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[X] Preliminary proxy statement                                                 
[ ] Definitive proxy statement                                                  
[ ] Definitive additional materials                                             
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12               

ADM Tronics Unlimited, 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 of 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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ADM TRONICS UNLIMITED, INC.         
224-S PEGASUS AVENUE          
NORTHVALE, NEW JERSEY 07647         

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS       

December    , 1998            

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of ADM    
Tronics Unlimited, Inc. (the "Company") will be held at 10 A.M., Eastern        
Time, on December   , 1998 at Suite 330, 5100 Town Center Circle, Boca Raton,   
Florida for the following purposes:                                             

1.   To consider and act upon a proposed amendment to ARTICLE FOURTH of   
the Company's Certificate of Incorporation (the form of which is attached       
hereto as Exhibit A) to effect a reverse stock split in which each four         
shares of the Company's common stock, par value $.0005 per share, will be       
reclassified and changed into one share of new common stock ("New Common        
Stock"), par value $.002 per share, and to decrease the aggregate number of     
shares of common stock which the Company is authorized to issue from            
150,000,000 to 37,500,000, and                                                  

2.   To consider and act upon such other matters as may properly come     
before the meeting or any adjournment thereof.                                  

Only shareholders of record at the close of business on October 26,       
1998 will be entitled to notice of and to vote at the Special Meeting.          

                      BY ORDER OF THE BOARD OF DIRECTORS
             ANDRE' DI MINO, SECRETARY

Northvale, New Jersey                                                           
, 1998                                            

IMPORTANT     

IT IS IMPORTANT THAT AS MANY SHARES AS POSSIBLE BE VOTED IN PERSON OR BY        
PROXY, THEREFORE, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AS SOON       
AS POSSIBLE. THE RETURN OF A PROXY WILL NOT AFFECT, IMPAIR OR RESTRICT YOUR     
RIGHTS AS A SHAREHOLDER TO REVOKE THE PROXY OR TO ATTEND THE SPECIAL            
MEETING AND VOTE IN PERSON. IT WILL HOWEVER, HELP TO AVOID ADDED PROXY          
SOLICITATION COSTS.                                                             

ADM TRONICS UNLIMITED, INC.     
224-S PEGASUS AVENUE      
NORTHVALE, NEW JERSEY 07647       

PROXY STATEMENT       

The enclosed proxy is being solicited by ADM Tronics Unlimited, Inc.      
(the "Company") for use at the Special Meeting of Shareholders to be held       
at 10 A.M., Eastern Time, on December    , 1998 at Suite 330, 5100 Town Center  
Circle, Boca Raton, Florida and any adjournment or adjournments thereof.        
The Company has been advised by the members of the Board of Directors that each 
of them intends to vote in favor of the proposal described below. This Proxy    
Statement and the accompanying form of Proxy are first being sent to            
shareholders on or about the date hereof.                                       

OUTSTANDING VOTING SECURITIES     

At the close of business on October 26, 1998 (the "record date"),     
there were            shares of common stock of the Company issued              
and outstanding (the "Common Stock"). Each such share is entitled to one        
vote on each matter submitted to shareholders. Only shareholders of record      
at the close of business on the record date are entitled to notice of and       
to vote at the meeting or any adjournment or adjournments thereof.              

The following table sets forth certain information as of October 26,      
1998 with respect to any person who is known to the Company to be the           
beneficial owner of more than 5% of any class of its voting securities and      
as to each class of the Company's equity securities beneficially owned by       
its directors and directors and officers as a group:                            

Title        Name and Address         Amount           Approximate              
of           of Beneficial            of               Percent                  
Class        Owner                    Beneficial       of                       
                  Ownership(1)     Class

Common       Dr. Alfonso Di Mino      2,334,239(2)     5%(2)                    
Stock,       224-S Pegasus Ave.       shares                                    
$.0005       Northvale, NJ 07647                                                
par value                                                                       

Common         Andre' Di Mino         7,672,696(3)     16%(3)                   
Stock,         224-S Pegasus Ave.     shares                                    
$.0005         Northvale, NJ 07647                                              
par value                             1,700,000(4)      4%(4)                   
  shares

                   3,400,000(5)      7%(5)
  shares

                   2,925,000(6)      6%(6)
  shares

1         

Common         Vincent Di Mino        1,887,928(7)      4%(7)                   
Stock,         224-S Pegasus Ave.     shares                                    
$.0005         Northvale, NJ 07647                                              
par value                                                                       
                   5,100,000(8)     11%(8)
  shares

Common         Thomas Petrie          -0-               -                       
Stock,         32 Deerhaven Lane      shares                                    
$.0005         Newfoundland, NJ 07927                                           
par value                                                                       

Common         John Berenyi           4,000               (9)                   
Stock,         12 Washington Avenue   shares                                    
$.0005         Westport, CT 06880                                               
par value                                                                       

Common         The American Heritage  4,230,000 (10)   9% (10)                  
Stock,         Fund, Inc.             shares                                    
$.0005         1370 Avenue of the Americas                                      
par value      New York, N.Y. 10019                                             

Common         Officers and Direc-    19,923,863 (11)  39%(11)                  
Stock,         tors as a group        shares                                    
$.0005         (5 persons)                                                      
par value                                                                       

(1) Unless otherwise noted below, the Company believes that all persons         
named in the table have sole voting and investment power with respect to        
all shares of Common Stock beneficially owned by them. For purposes hereof,     
a person is deemed to be the beneficial owner of securities that can be         
acquired by such person within 60 days from the date hereof upon the            
exercise of warrants or options or the conversion of convertible                
securities. Accordingly, the table does not reflect the 715,741, 577,078,       
700,000 and 200,000 shares of Common Stock underlying options granted to        
Dr. Alfonso Di Mino, Andre' Di Mino, Vincent Di Mino and  Thomas Petrie, respec-
tively which are not exercisable until February 1999. In addition, the table    
does not reflect 100,000 and 3,000,000 shares of Common Stock underlying options
which the Company has agreed to issue, but has not yet issued, to John          
Berenyi and a corporation controlled by Heiko H. Thieme, respectively. Mr.      
Thieme is the Chief Executive Officer of The American Heritage Fund, Inc.       
Each beneficial owner's percentage ownership is determined by assuming that     
any such warrants, options or convertible securities that are held by such      
person (but not those held by any other person) and which are exercisable       
within 60 days from the date hereof, have been exercised.                       

(2) Represents (a) 1,004,239 shares of Common Stock directly owned by Dr. Di    
Mino, (b) 1,000,000 shares of Common Stock beneficially owned by the spouse     
of Dr. Di Mino, in which shares Dr. Di Mino disclaims any beneficial            

2     

ownership, and (c) 1,330,000 shares of Common Stock, which includes the         
1,000,000 shares described in (b) above, subject to an agreement dated July     
8, 1987 pursuant to which Dr. Di Mino has the power to vote such shares.        

(3) Represents 7,672,696 shares of Common Stock directly owned by Mr. Di        
Mino.                                                                           

(4) Represents 1,700,000 shares of Common Stock held by the Andre' Di Mino      
Irrevocable Trust, a Trustee and the beneficiary of which is Andre' Di Mino     
who may be deemed to be a beneficial owner of the shares held by such           
Trust.                                                                          

(5) Represents 1,700,000 shares of Common Stock held each by the Maria Elena    
Di Mino and Maurice Di Mino Irrevocable Trusts, a Trustee of which is Andre     
Di Mino who may be deemed to be a beneficial owner of the shares held by        
such Trusts by reason of his power to vote such shares.                         

(6) Represents shares held of record by Andre' Di Mino, as trustee, under a     
Voting Trust Agreement with Electropharmacology, Inc. and Jones, Day,           
Reavis & Pogue.                                                                 

(7) Represents (a) 1,287,928 shares of Common Stock directly owned by Vincent   
Di Mino, (b) 300,000 shares of Common Stock beneficially owned by the spouse    
of Vincent Di Mino, and (c) 300,000 shares of Common Stock owned by the         
child of Vincent Di Mino who resides in his home, in all of which shares set    
forth in (b) and (c) of this Note (5) Mr. Di Mino disclaims any beneficial      
ownership.                                                                      

(8) Represents 5,100,000 shares of Common Stock of which 1,700,000 such         
shares are held by each of the Andre' Di Mino Irrevocable Trust, the Maria      
Elena Di Mino Irrevocable Trust and the Maurice Di Mino Irrevocable Trust.      
Vincent Di Mino, a Trustee of each of such Trusts, may be deemed to be a        
beneficial owner of the shares held by such Trusts by reason of his power       
to vote such shares.                                                            

(9) Represents less than 1%.                                                    

(10) The table does not reflect 1,250,000 shares of Common Stock and            
1,000,000 shares of Common Stock underlying a Warrant owned by The Global       
Opportunity Fund Limited of which company Heiko H. Thieme is the Chief          
Executive Officer.  Mr. Thieme has disclaimed any beneficiary interest in       
such shares.                                                                    

(11) See Notes above.                                                           

 3

VOTING PROCEDURE      

Shares cannot be voted at the meeting unless the owner of record at the   
close of business on the record date for the Special Meeting is present to      
vote in person or is represented by a valid proxy. The enclosed proxy is a      
means by which a shareholder may authorize the voting of his shares at the      
Special Meeting. All shares represented by valid proxies received by the        
Company prior to the time they are voted will be voted as specified by the      
shareholder. A proxy may be revoked by the shareholder at any time prior to     
the time it is voted by the delivery of written notice of the revocation to     
the Secretary of the Company or by voting in person at the Special Meeting.     

All votes, including ballots, will be counted by one or more inspectors   
to be appointed by the Company prior to the Special Meeting. The Company        
will reject a vote or proxy appointment if such inspectors, acting in good      
faith, have reasonable doubt about the validity of the signature on it or       
about the signatory's authority to sign for the shareholder. Abstentions        
and broker non-votes will be counted only for the purpose of determining if     
a quorum is present.                                                            

The affirmative vote of a majority of the shares of Common Stock is       
necessary to approve the amendment to the Company's Certificate of              
Incorporation to effect the reverse stock split and the reduction in the        
authorized number of shares (collectively, the "Reverse Stock Split").          
Abstentions and broker non-votes are counted for purposes of determining        
the presence or absence of a quorum for the transaction of business. If a       
shareholder, present in person or by proxy, abstains on any matter, the         
shareholder's Common Stock will not be voted on such matter. Accordingly,       
an abstention from voting on a matter by a person present in person or          
represented by proxy at the Meeting has the same  effect as a vote against      
the matter. Broker non-votes will also have the same effect as a vote           
against the Reverse Stock Split.                                                

In the event that sufficient votes are not received for approval of any   
of the proposals to be considered at the Special Meeting, persons named as      
proxies may propose one or more adjournments of the Special Meeting             
aggregating not more than 120 days to permit further solicitation of            
proxies. Any such adjournment or adjournments will require the affirmative      
vote of the holders of a majority of the Common Stock present in person or      
by proxy at the Special Meeting. Persons named as proxies will vote in          
favor of such adjournment those proxies which instruct them to vote in          
favor of the Reverse Stock Split and will vote against any such adjournment     
those proxies which instruct them to vote against or abstain from voting on     
the Reverse Stock Spit.  The cost of such additional solicitation and of        
any adjourned session will be borne by the Company.                             

     4

PROXY SOLICITATION      

Proxies will be solicited primarily by mail. The cost of the              
solicitation will be borne by the Company. In addition to solicitation by       
mail, certain officers and employees of the Company may solicit proxies by      
telephone, facsimile transmission, telegraph or in person. These persons        
will receive no compensation therefor but will be reimbursed by the Company     
for any expenses incurred thereby. Arrangements will be made by the Company     
with brokers, nominees, fiduciaries and other custodians to reimburse them      
for their charges and expenses in forwarding proxy materials to the             
beneficial owners of shares registered in their names.                          

The majority of the shares entitled to vote, represented in person of by  
proxy, constitute a quorum at the Special Meeting.                              

AMENDMENT TO ARTICLE FOURTH OF THE COMPANY'S  
CERTIFICATE OF INCORPORATION    

The Board of Directors has adopted and recommended to the shareholders    
approval of an amendment to the Company's Certificate of Incorporation to       
effect the Reverse Stock Split, pursuant to which each four shares of the       
Common Stock will be reclassified and changed into one share of New Common      
Stock and the aggregate number of shares of common stock which the Company      
is authorized to issue will be decreased from 150,000,000 to 37,500,000.        

As a means of increasing the per share bid price to permit the Common     
Stock to continue to be listed on the Nasdaq SmallCap Market, improving         
marketability of the Common Stock and based on other considerations, on         
_________, 1998, the Board of Directors approved, subject to the                
stockholder approval solicited hereby, a proposal to amend the Certificate      
of Incorporation to effect the Reverse Stock Split.                             

Although the Company's Board of Directors believes as of the date of      
this Proxy Statement that the one-for-four Reverse Stock Split is               
advisable, the Reverse Stock Split may be abandoned by the Board of             
Directors at any time before it is effected, including any such time            
before, during, or after the Special Meeting. In addition, depending upon       
prevailing market conditions, the Board of Directors may deem it advisable      
to implement the Reverse Stock Split and concurrently declare a                 
stock-for-stock dividend in a ratio to be determined, the latter of which       
does not require stockholder approval. Depending upon the amount of any         
such stock-for-stock dividend, the decrease in the number of issued and         
outstanding shares resulting from the Reverse Stock Split would be              
partially offset, potentially to the extent that the result will be the         
same as if a one-for-four, one-for-three or other reverse stock split ratio     
had been approved by the Company's stockholders. The net effect of              
implementation of the Reverse Stock Split and any subsequent dividend           
declarations described herein will not result in more than four shares of       
Common Stock being surrendered for each share of New Common Stock.              

5     

REASON FOR THE REVERSE STOCK SPLIT PROPOSAL   

The Common Stock is currently listed on the Nasdaq SmallCap Market. The   
Board of Directors believes that the continued listing of the Company's         
Common Stock on the Nasdaq SmallCap Market is important for the                 
marketability of the Common Stock and the prestige of the Company in the        
financial community. Nasdaq requires, with respect to continued listing,        
among other things,  a minimum bid price of $1.00.   Because the Common Stock   
had a closing bid price of less than $1.00 for at least ten consecutive         
trading days, the Common Stock will be delisted from the Nasdaq Small Cap       
Market.  In accordance with Nasdaq procedures, however, on September 2,         
1998 the Company had a hearing before the Nasdaq Small Cap Market.  Nasdaq      
has advised the Company that the delisting would be stayed pending the          
outcome of the hearing.  The Board of Directors believes that the Reverse       
Stock Split, by decreasing the number of shares outstanding, should             
increase the bid price per share of Common Stock and is necessary in order      
to permit the Company to meet the bid price requirement for continued           
listing on the Nasdaq SmallCap Market.  The Company believes that the           
increased share price expected to result from the Reverse Stock Split may       
enable the Company to continue to list its Common Stock on the Nasdaq           
SmallCap Market. However, the decision is beyond the control of the Company     
and may depend on a number of factors in addition to the quantitative           
criteria discussed herein, and there can be no assurance that the Common        
Stock will continue to be listed on the Nasdaq SmallCap Market even if          
the Reverse Stock Split is effected or will not be delisted prior to the        
Special Meeting of Shareholders.  Furthermore, there can be no assurance        
that the market price of the New Common Stock will increase to, or remain       
above, $1.00 per share after the Reverse Stock Split. The Company is aware      
that following a reverse stock split, a company's stock price will              
frequently fail to reach or sustain a price equal to the pre-split price        
multiplied by the reverse split multiple.                                       

If the Company does not effect the Reverse Stock Split or is unable in
the future to satisfy the Nasdaq Small Cap Market maintenance requirements,     
its securities can be expected to be delisted from Nasdaq. In such event,       
trading, if any, in the Common Stock or New Common Stock, as the case may       
be, would thereafter be conducted in the over-the-counter market in the         
so-called "pink sheets" or the NASD's "Electronic Bulletin Board."              
Consequently, the liquidity of such securities  could be severely adversely     
affected, not only in the number of shares which could be bought and sold,      
but also through delays in the timing of transactions, reduction in             
security analysts' and the news media's coverage of the Company and lower       
prices for such securities than might otherwise be attained.                    

Theoretically, the number of shares outstanding should not, by itself,    
affect the marketability of the Common Stock, the nature of investors who       
acquire it, or the Company's reputation in the financial community.             
However, in practice this is not necessarily the case, as certain investors     
view low-priced stock as unattractive or, as a matter of policy, will not       
extend margin credit on stock trading at low prices, although certain other     

6 

investors may be attracted to low-priced stock because of the greater           
trading volatility sometimes associated with such securities. Many              
brokerage houses are reluctant to recommend lower-priced stock to their         
clients or to hold it in their own portfolios. Further, a variety of            
brokerage house policies and practices discourage individual brokers within     
those firms from dealing in low-priced stock because of the time-consuming      
procedures that make the handling of low-priced stock unattractive to           
brokerage houses from an economic standpoint.                                   

There can be no assurance that the market price of the New Common Stock   
immediately after implementation of the Reverse Stock Split will be             
maintained for any period of time, that such market price will approximate      
four times (or some other multiple of) the market price of the Common Stock     
before the proposed Reverse Stock Split, or that such market price of the       
Common Stock will exceed or remain in excess of the current market price of     
the Common Stock.                                                               

CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT  

If the Reverse Stock Split is approved by the Stockholders at the         
Special Meeting and the Company's Board of Directors subsequently               
determines that it is advisable to proceed with the Reverse Stock Split,        
the result (without giving effect to the stock dividend, if any, referred       
to above) would be that each stockholder of the Company who owns four or        
more shares of Common Stock will receive one share of New Common Stock for      
each four shares of Common Stock held immediately prior to the Reverse Stock    
Split. No fractional shares or scrip would be issued and the number of          
shares of Common Stock issuable to each stockholder will be rounded up to       
the next whole number. If for any reason the Board of Directors deems it        
advisable to do so, the Reverse Stock Split may be abandoned by the Board       
of Directors at any time before, during, or after the Special Meeting and       
prior to filing of the amendment to the company's Certificate of                
Incorporation with the Secretary of State of the State of Delaware without      
further action by the stockholders of the Company.                              

The Reverse Stock Split would not affect any stockholder's percentage     
ownership interest in the Company or proportional voting power, except for      
minor differences resulting from fractional shares. In addition, the            
Reverse Stock Split should not reduce the number of stockholders of the         
Company. The voting rights and other privileges of the holders of Common        
Stock would not be affected substantially by adoption of the Reverse Stock      
Split or subsequent implementation thereof.                                     

THE BOARD OF DIRECTORS HAS CONCLUDED THAT THE POTENTIAL BENEFITS OF THE   
AMENDMENT TO THE COMPANY AND ITS SHAREHOLDERS OUTWEIGH THE POSSIBLE             
DISADVANTAGES.                                                                  

7   

SHAREHOLDER PROPOSALS FOR THE COMPANY'S NEXT
ANNUAL MEETING OF SHAREHOLDERS

The deadline for submitting shareholder proposals for inclusion in the    
Company's proxy statement and form of proxy relating to the next Annual         
Meeting of Shareholders is November 30, 1999. In order to avoid                 
controversy, shareholders should submit their proposals by means, including     
electronic means, that permit them to prove the date of delivery. The           
Company may exclude a proposal, but only after it has notified the              
shareholder of the problem, and the shareholder has failed to adequately        
correct it. Within 14 calendar days of receiving the proposal, the Company      
must notify the shareholder in writing of any procedural or eligibility         
deficiencies, as well as the time frame for the response. The response must     
be postmarked, or transmitted electronically, no later than 14 days from        
the date the Company's notification is received. The Company need not           
provide such notice of a deficiency if the deficiency cannot be remedied,       
such as a failure to submit a proposal by the Company's properly determined     
deadline. If the Company intends to exclude the proposal, it will  later        
have to make a requisite submission under and provide the shareholder with      
a copy.                                                                         

OTHER MATTERS   

The Company's management does not know of any other matters to be         
presented at the Special Meeting other than those stated above. If any          
other business should come before the Special Meeting, proxies will be          
voted thereon in accordance with the views of the Company's management.         

DATED: ___________, 1998                                                        
BY ORDER OF THE BOARD OF DIRECTORS                                              

 8

   EXHIBIT A

This Corporation is authorized to issue THIRTY SEVEN MILLION FIVE         
HUNDRED THOUSAND (37,500,000) Shares of Common Stock, $.002 par value,          
which shall be designated "Common Shares" and FIVE MILLION (5,000,000)          
shares of Preferred Stock, $.01 par value, which shall be designated            
"Preferred Shares." The Preferred Shares shall be designated and issued in      
such series and upon such terms and conditions as the Board of Directors        
may from time to time determine. Such terms and conditions shall include,       
but not be limited to, the entitlement of the holders of the Preferred          
Shares to (a) cumulative, non-cumulative or partially cumulative dividends,     
(b) the preference over any other class or classes of shares as to the          
payment of dividends, (c) the preference in the assets of the Corporation       
over any other class or classes of shares upon the voluntary or involuntary     
liquidation of the Corporation, (d) the convertibility, if any, into shares     
of any other class or into shares of any series of the same or any other        
class, and (e) voting rights, if any.  Each issued and outstanding share of     
the Common Stock and each share held in treasury shall be, without any          
further action on the part of the Corporation or any stockholder,               
automatically changed and reclassified into one-fourth of a share of Common     
Stock of the Corporation (the "Recapitalization") and each certificate          
representing outstanding shares of Common Stock shall automatically and         
without further action on the part of the holder thereof represent the          
number of shares of Common Stock issuable with respect to the number of         
shares of Common Stock represented by such certificate.  No fractional          
shares of Common Stock shall be issued in connection with the                   
Recapitalization and the number of shares of Common Stock issuable in           
connection with the Recapitalization shall be rounded up to the next            
highest number.                                                                 

ADM TRONICS UNLIMITED, INC.   
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS     
TO BE HELD ON     
December  , 1998    

The undersigned hereby constitutes and appoints Dr. Alfonso Di Mino and   
Andre' Di Mino as attorneys and proxies with full power of substitution, to     
attend and vote all of the shares which the undersigned is entitled to vote     
at the Special Meeting of Shareholders of (the "Company") to be held at 10      
A.M., Eastern Time, on December   , 1998 at Suite 330, 5100 Town Center         
Circle, Boca Raton, Florida and at any and all adjournments                     
thereof, with the same force and effect as if the undersigned were              
personally present, and the undersigned hereby instructs said attorneys and     
proxies to vote as follows with respect to the matters described in the         
Proxy Statement:                                                                

1.  __ FOR    __ AGAINST    __ ABSTAIN                                    

To amend ARTICLE FOURTH of the Company's Certificate of Incorporation to to     
effect a reverse stock split in which each four shares of the Company's         
common stock, par value $.0005 per share, will be reclassified and changed      
into one share of new common stock, par value $.002 per share and to decrease   
the aggregate number of shares of common stock which the Company is             
authorized to issue from 150,000,000 to 37,500,000.                             

2.   To transact such other business as may properly come before the      
meeting or any adjournment or adjournments thereof.                             

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY,     
WHICH RECOMMENDS A VOTE FOR ITEM 1 WHICH HAS BEEN PROPOSED BY THE COMPANY.      
AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING, SAID         
PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.                       

THIS PROXY when properly executed will be voted in the manner directed          
herein. If no direction is given, the proxy will be voted FOR the Item          
herein.                                                                         

DATED:            , 1998                   (Signature)                          

                 (Signature)

NOTE:   Please sign exactly as your name or names appear on this card.          
Joint owners should each sign personally. When signing as attorney,             
executor, administrator, personal representative, trustee or guardian,          
please give your full title as such. Please sign date and return this proxy     
in the enclosed envelope.                                                       

Dates Referenced Herein

This ‘PRES14A’ Filing		Date		Other Filings
		11/30/99		None on these Dates
For Period End:		10/28/98
Filed on:		10/27/98
		10/26/98
		9/2/98
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