Adm Tronics Unlimited Inc/DE – ‘DEFS14A’ for 10/2/96

As of:  Monday, 9/30/96   ·   For:  10/2/96   ·   Accession #:  849401-96-18   ·   File #:  0-17629   ·   Correction:  This Filing was Corrected by the SEC on 10/29/98. ®

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special      8±    34K 
                          Meeting                                                


SCHEDULE 14A              
(Rule 14a-101)              

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:                                                      

/   /     Preliminary proxy statement                                           

/ X /     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)                

ADM TRONICS UNLIMITED, INC. INC.                  
(Name of Person(s) Filing Proxy Statement)                  

Payment of filing fee (Check the appropriate box):                              

/ X /     $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i) (1), or           
14-a-6(j)(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 transactions 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:                                                      

 ***Set forth the amount on which the filing fee is calculated and state
how it was determined.                                                          

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS               

October 16, 1996              

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 October 16, 1996 at 5100 Town Center Circle, Suite 330, Boca Raton,FL  
for the following purposes:                                                     

    1.   To amend ARTICLE FOURTH the Company's Certificate of Incorporation to
       (a) increase the aggregate number of shares of common stock, $.0005
       par value, which the Company is authorized to issue from 44,000,000
         to 150,000,000 such shares, and (b) create and authorize the issuance
      of 5,000,000 shares of preferred stock, having a par value of $.01
         per share, to be divided into and issued in such series and upon such
      terms and conditions as the Board of Directors shall, from time to
time, determine.                                            

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 September 18, 1996
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                                                           
October 2, 1996                                                                 

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 October 16, 1996 at 5100 Town Center Circle,Suite 330 
Boca Raton, FL 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 two proposals 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 September 18, 1996 (the "record date"), there
were 42,474,907 shares of common stock of the Company issued and outstanding.   
Each such share of common stock 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 2, 1996
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 officers as a group:                                                        

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

Common           Dr. Alfonso Di Mino        3,189,980 (1)          7(1)         
Stock,           224-S Pegasus Ave.           shares                            
$.0005           Northvale, NJ 07647                                            
par value                                                                       

Common           Andre' Di Mino             8,049,774 (2)         19(2)         
Stock            224-S Pegasus Ave.           shares                            
$.0005           Northvale, NJ 07647                                            
                                   1,700,000 (3)          4(3)
                  shares

                                   3,400,000 (4)          8(4)

Common            Vincent Di Mino           2,387,928 (5)          6(5)         
Stock             224-S Pegasus Ave.          shares                            
$.0005            Northvale, NJ 07647                                           
par value                                                                       
                                   5,100,000 (6)         12(6)

Common            The American Heritage     4,230,000             10            
Stock             Fund, Inc.                  shares                            
$.0005            1370 Avenue of the Americas                                   
par value         New York, NY  10019                                           

Common            Officers and Direc-      18,727,682 (7)         43(7)         
stock             tors as a group             shares                            
$.0005            (three persons)                                               
par value                                                                       

(1)     Represents (a)1,044,239 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 ownership, and (c) 1,630,000 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 and (d) 515,741 shares of the Company's
      Common Stock which may be acquired by Dr. Di Mino upon the exercise of
options.                                                        

(2)     Represents (a) 7,672,696 shares of Common Stock directly owned by       
      Mr. Di Mino and (b) 377,078 shares of the Company's Common Stock which
may be acquired by Mr. Di Mino upon the exercise of options.    

(3)     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.                                                  

(4)     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.                                                         

(5)     Represents (a) 1,287,928 shares of Common Stock directly owned by Mr.   
     Di Mino, (b) 300,000 shares of Common Stock beneficially owned by the
      spouse of Vincent Di Mino, (c) 300,000 shares of Common Stock owned by
 the child of Mr. 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 and (d) 500,000 shares of the Company's Common
Stock which may be acquired by Mr. Di Mino upon the exercise of 
options.                                                        

(6)     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 Trust,
 may be deemed to be a beneficial owner of the shares held by such
Trusts by reason of his power to vote such shares.              

(7)     See Notes above.                                                        

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.                                                                        

       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 adjounments of the Special Meeting aggregating  
not more thatn 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 Company's shares 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 any of the proposals to be      
considered at the adjourned meeting and will vote against any such adjournment  
those proxies which instruct them to vote against or abstain from voting on all 
of the proposals to be considered at the adjourned meeting.  The costs of such  
additional solicitation and of any adjourned session will be borne by the       
Company.                                                                        

    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 or by
proxy, constitutes a quorum at the Special Meeting.  The proposed amendment to  
Article FOURTH of the Company's Certificate of Incorporation will be approved   
if the votes cast by the shareholders of the shares represented at the meeting  
favoring such action exceed the votes cast opposing such actions.               

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

  The Company is engaged in negotiations with several companies to explore
the possibility of acquiring one or more such companies in exchange for capital 
stock to be issued by the Company.  Certain of such acquisitions, if            
consummated, would involve a change of control of the Company and would require 
the issuance of the Company's securities in quantities greater than the amount  
of authorized securities available for issuance.  Although their can be no      
assurance that any acquisition will occur, the Company believes that it would   
be advantageous to have a sufficient quantity of shares of capital stock        
authorized for issuance so that any such acquisition could be made without the  
necessity of shareholder approval.                                              

  The proposed amendment to Article FOURTH of the Company's Certificate of
Incorporation (the "Amendment") would (a) change the aggregate number of shares 
of common stock, $.0005 par value, which the Company is authorized to issue     
from 44,000,000 to 150,000,000 such shares, and (b) create and authorize the    
issuance of 5,000,000 shares of preferred stock, having a par value of $.01 per 
share, to be divided into and issued in such series and upon such terms and     
conditions as the Board of Directors shall, from time to time, designate.  A    
copy of the Amendment is attached hereto as Exhibit A.                          

  If the Amendment is approved, the Company's Board of Directors will have
the power to determine, among other things, the following preferences,          
limitations and relative rights of the preferred stock authorized thereby:      

    (1)  Voting rights, including special conditional or limited voting rights
or no voting rights;                                        

(2)  Redeemability or convertibility;                                 

    (3)  Entitlement of the holders to distributions calculated in any manner,
 including dividends that may be cumulative, non cumulative or
partially cumulative; and                                   

(4)  Preference over any other class of shares with respect to        
distributions upon the dissolution of the Company.          

Although it is the Company's intent to issue shares of common stock or
preferred stock in connection with one or more acquisitions of other companies, 
such shares, to the extent authorized by the Company's shareholders, may be     
issued by the Company for any purpose without shareholder approval.             

The approval of the Amendment could make more difficult and thereby   
discourage attempts to acquire control of the Company, even though shareholders 
of the Company may deem such an acquisition desirable.  Issuance of shares of   
common stock or preferred stock  could dilute the ownership interest and voting 
power of the Company's shareholders who may seek control of the Company.        
Shares of common stock or preferred stock could be issued in a private          
placement to one or more organizations sympathetic to the Company and opposed   
to any take-over bid, or under other circumstances that could make more         
difficult and thereby discourage attempts to acquire control of the Company.    
To the extent that it impeded any such attempts, the Amendment may serve to     
perpetuate the Company's management.                                            

 If a quorum exists, the Amendment will be approved upon the affirmative
vote cast by a majority of shares present in person or represented by proxy at  
the Special Meeting.                                                            

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

SHAREHOLDER PROPOSALS FOR THE COMPANY'S 1997      
ANNUAL MEETING OF SHAREHOLDERS    

Any of the Company's shareholders who wish to submit proposals for    
inclusion in its proxy statement and form the proxy relating to the Annual      
Meeting of Shareholders, if such meeting is held, must be sure that all such    
proposals are received by the Secretary of the Company on or before June 30,    
1997 be mailed to shareholders on or before August 31, 1997 and that the Annual 
Meeting of Shareholders will be held in September 1997.                         

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:  October 2, 1996                                                         

BY ORDER OF THE BOARD OF DIRECTORS      

EXHIBIT A           

   This Corporation is authorized to issue ONE HUNDRED MILLION (150,000,000)
Shares of Common Stock, $.0005 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 of any other class,    
and (e) voting rights, if any.                                                  

   ADM TRONICS UNLIMITED, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS 
TO BE HELD ON   
OCTOBER 16, 1996  

 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 October 16, 1996 at 5100 Town Center Circle, Suite 330,        
Boca Raton, FL 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 (a) increase the aggregate number of shares to common stock, $.0005
        par value, which the Company is authorized to issue from 44,000,000 to
       150,000,000 such shares, and (b) create and authorize the issuance of
     5,000,000 shares of preferred stock, having a par value of $.01 per
   share, to be divided into and issued in such series and upon such
    terms and conditions as the Board of Directors shall, from time to
time, determine.                                              

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 RECOMMEND 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: October 2, 1996                                                          
                          (Date)   (Signature)
(Print Name(s) and Address)                                       

                          (Date)   (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 complete, sign, date and
return this proxy card.                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFS14A’ Filing		Date		Other Filings
Corrected on:		10/29/98
		8/31/97
		6/30/97		10QSB,  10QSB/A,  POS AM
		10/16/96
For Period End:		10/2/96
Filed on:		9/30/96		10QSB,  10QSB/A
		9/18/96
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