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Vertex Energy Inc. – ‘PRES14A’ for 3/19/97

As of: Wednesday, 2/26/97 · For: 3/19/97 · Accession #: 950148-97-472 · File #: 1-11476

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/26/97  Vertex Energy Inc.                PRES14A     3/19/97    1:43K                                    Bowne of Century City/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Special Notice, Preliminary Proxy                     16     68K 

PRES14A 1st Page of 16 TOC ↑Top Previous Next ↓Bottom Just 1st
 

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                                                
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12                

Voice Powered Technology International, 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:  
(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):  
(4)  Proposed maximum aggregate value of transaction:                 
(5)  Total fee paid:                                                  

[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
 paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.           

(1)  Amount previously paid:                                          
(2)  Form, Schedule or Registration Statement No.:                    
(3)  Filing party:                                                    
(4)  Date filed:                                                      

PRES14A 2nd Page of 16 TOC 1st Previous Next ↓Bottom Just 2nd

VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
15260 VENTURA BOULEVARD, SUITE 2200 
SHERMAN OAKS, CA 91403

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

TO BE HELD ON APRIL 25, 1997

To the Stockholders of Voice Powered Technology International, Inc.:            

A Special Meeting of Stockholders of Voice Powered Technology 
International, Inc., a California corporation (the "Company"), will be held on  
April 25, 1997, at 9:30 a.m., local time, at the Radisson Valley Center, 15433  
Ventura Boulevard, Sherman Oaks, California 91403, to consider and take action  
with respect to the following matters:                                          

            1.       To approve an amendment to the Company's Restated
  Articles of Incorporation to effect a reverse stock split of the
   Company's Common Stock such that every seven (7) shares of Common
   Stock outstanding would be converted into one (1) share of Common
Stock.                                                        

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

    The Board of Directors has fixed the close of business on March 4,
1997 as the record date for determination of stockholders entitled to notice of 
and to vote at the meeting or any adjournments or postponements thereof, either 
in person or by proxy.                                                          

        You are cordially invited to attend the meeting and, if you do so, you
may personally vote your shares regardless of whether you have signed and       
returned a completed proxy.  YOU ARE URGED TO DATE, MARK, AND SIGN THE ENCLOSED 
PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT YOU   
PLAN TO ATTEND THE MEETING.                                                     

                                         By Order of the Board of Directors,

                         Edward M. Krakauer,
                            Chairman of the Board,
                                           President and Chief Executive Officer

Sherman Oaks, California                                                        
March 19, 1997                                                                  

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VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
15260 VENTURA BOULEVARD, SUITE 2200 
SHERMAN OAKS, CA 91403

_______________ 

PROXY STATEMENT 
FOR 
SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON APRIL 25, 1997
_______________ 

INTRODUCTION

GENERAL INFORMATION                                                             

This Proxy Statement and the enclosed Proxy are furnished in  
connection with the solicitation of proxies by the Board of Directors of Voice  
Powered Technology International, Inc., a California corporation (the           
"Company"), for use at the Special Meeting of Stockholders to be held on April  
25, 1997, at 9:30 a.m., local time, at the Radisson Valley Center, 15433        
Ventura Boulevard, Sherman Oaks, California 91403, (together with any and all   
adjournments and postponements, the "Special Meeting").                         

If Proxies in the accompanying form are properly executed and 
returned, unless contrary instructions are indicated thereon, the shares of     
Common Stock represented thereby will be voted for the adoption of an amendment 
to the Restated Articles of Incorporation of the Company effecting a reverse    
split of the Common Stock on the basis of one (1) new share of Common Stock for 
each seven (7) shares of Common Stock issued as of the effective date of such   
amendment (the "Reverse Split").  The approval of the Amendment to the          
Company's Restated Articles of Incorporation effecting the Reverse Split        
requires the affirmative vote of a majority of the outstanding shares of the    
Common Stock entitled to vote thereon at the Special Meeting.                   

RECORD DATE, QUORUM, MAILING                                                    

      All holders of record of the Company's common stock, $.001 par value
per share ("Common Stock"), at the close of business on March 4, 1997, are      
entitled to notice of and to vote at the Special Meeting.  At the close of      
business on such date, the Company had 13,949,072 shares of Common Stock        
outstanding.  A majority of the outstanding shares of Common Stock represented  
in person or by Proxy will constitute a quorum for the transaction of business  
at the Special Meeting.                                                         

        The Company anticipates that the mailing to stockholders of this Proxy
Statement and the enclosed Proxy will commence on or about March 19, 1997.      

VOTE BY AND REVOCATION OF PROXIES                                               

   At the Special Meeting, the designated Proxy holder will vote the
shares of Common Stock represented by Proxies which have been received and not  
revoked.  Where the Stockholder specifies a choice on the Proxy Card with       
respect to the matter to be acted upon, the shares of Common Stock will be      
voted in accordance with the choice specified.  Where no choice is specified,   
the shares represented by a signed Proxy Card will be voted in favor of the     
proposal for the adoption of an amendment to the Restated Articles of           
Incorporation of the Company effecting the Reverse Split.                       

Any Proxy may be revoked at any time prior to its exercise by 
notifying the Secretary of the Company in writing, by delivering a duly         
executed Proxy bearing a later date or by attending the Special Meeting and     
voting in person.  Attendance in person at the Special Meeting does not itself  
revoke an otherwise valid Proxy; however, any stockholder who attends the       
Special Meeting may orally revoke his or her Proxy at the Special Meeting and   
vote in person.  If your shares are held of record by a broker, bank, or other  
nominee and you wish to attend and vote your                                    

PRES14A 4th Page of 16 TOC 1st Previous Next ↓Bottom Just 4th

shares at the Special Meeting, you must obtain a letter from the broker, bank,  
or nominee confirming your beneficial ownership of the shares and a written     
Proxy from the holder issued in your name, and bring it to the Special Meeting. 

VOTING RIGHTS AND SOLICITATION                                                  

    Each holder of Common Stock is entitled to one vote for each share
held.  There are no cumulative voting rights with respect to the matters to be  
voted upon.  Abstentions and broker non-votes are counted as shares of Common   
Stock represented at the Special Meeting for purposes of determining a quorum.  
Abstentions will have the same effect as negative votes with respect to all     
matters to come before the Special Meeting.   Broker non-votes will have the    
same effect as negative votes with respect to all matters to come before the    
Meeting.  With respect to Proxies that are executed by the record holders but   
are not marked to indicate how the holder is voting, such Proxies will be voted 
in favor of the item being considered at the Special Meeting.                   

      The expenses of this solicitation of proxies for the Special Meeting
will be paid by the Company.  In addition to the mailing of the proxy           
materials, such solicitation may be made in person or by telephone or other     
means of communication by directors, officers or regular employees of the       
Company, but such persons will not be specifically compensated for such         
services.  The Company may also reimburse brokers, banks, custodians, nominees  
and other fiduciaries for their reasonable charges and expenses in forwarding   
the proxy materials to beneficial owners.                                       

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
AND MANAGEMENT

      The following table contains information with respect to each person
known to the Company to be the beneficial owner of more than five percent of    
the Company's outstanding Common Stock as of December 31, 1996.  To the         
Company's knowledge, unless otherwise indicated in the notes below, each        
beneficial owner has sole voting and investment power with respect to the       
Common Stock set forth opposite his or her name in the following table:         

                                                                [Download Table]

                                                   PERCENT OF TOTAL
                 NAME AND ADDRESS OF  NUMBER OF         SHARES     
                   BENEFICIAL OWNER    SHARES        OUTSTANDING   
                   ----------------    ------        -----------   
                                                                   
Flextronics (Malaysia) SDN.BHD          1,356,966          9.7%    

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The following table sets forth existing stock ownership by the
directors and executive officers of the Company, as well as all directors and   
executive officers of the Company as a group.  To the Company's knowledge, all  
of the shares shown in the following table are owned both of record and         
beneficially, and the persons named possess sole voting and investment power,   
except as otherwise indicated in the notes to the table.  No person is known to 
the Company to beneficially own 5% or more of the Company's outstanding Common  
Stock as of December 31, 1996.                                                  

                                                        [Enlarge/Download Table]

                                                                Shares Beneficially Owned
                                                                As of December 31, 1996  
                                                                -----------------------  
                           Positions and Offices    Director                Percent of   
Name (1)                   Held with Company        Since      Amount (2)       Class    
----                       -----------------        -----      ------           -----    
                                                                                         
Edward M. Krakauer         President, CEO, Director,                                     
                           Chairman of the Board     1992      648,825 (3)       4.7%    

Mitchell B. Rubin          Vice President, CFO,                                          
                           Director                  1994      150,000           1.1%    

Myron H. Hitchcock         Director                  1990       56,688 (4)        *      

Ernest W. Townsend         Director                  1994       23,355 (4)        *      

George H. Fischer          Vice President            n/a       141,046          1.0%     

Kenneth I. DeWitt          Vice President            n/a        90,000            *      

Larry Kloman               Vice President            n/a        25,000 (5)        *      

All directors and                                                                        
executive officers of the                                                                
Company as a group                                            1,134,914       8.1%       
-----------------------                                                                  

* Less than 1%.                                                                 

(1)      The address of each individual, unless otherwise indicated, is c/o     
    Voice Powered Technology International, Inc., 15260 Ventura Blvd.,
Suite 2200, Sherman Oaks, California 91403.                   

(2)      The amounts shown include shares subject to stock options currently    
 exercisable or exercisable within 60 days from the date hereof.

(3)      The amount shown does not include 6,000 shares of Common Stock owned   
  by relatives of Mr. Krakauer.  Mr. Krakauer disclaims beneficial
ownership of such shares.                                     

(4)      The amounts shown include stock options granted to these directors in  
     1994, 1995 and 1996 for serving as directors of the Company, except
  for options for 9,346 shares as to each of Messrs. Hitchcock and
        Townsend, as such options are not currently exercisable or exercisable
within 60 days of the date of this table.                     

(5)      The amount shown does not include options held by Mr. Kloman to        
purchase 25,000 shares which are not currently exercisable or 
exercisable within sixty days of the table.                   

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EXECUTIVE OFFICERS OF THE COMPANY 

        The following are the names and respective ages as of January 31, 1996
of the executive officers of the Company.  The Company's executive officers are 
elected by, and serve at, the discretion of the Board of Directors.             

                                                                [Download Table]

        NAME        AGE          POSITION                
                                                         
Edward M. Krakauer   64  Chairman of the Board, President
                         and Chief Executive Officer     

Mitchell B. Rubin    42  Executive Vice President and    
                         Chief Financial Officer         

      Edward M. Krakauer, became a director of the Company upon joining it
in November 1991, was appointed chairman of the board in July 1994, and has     
been the Company's president and chief executive officer since August 1993.     
From November 1991 to August 1993, Mr. Krakauer served as the Company's chief   
operating officer.  From 1985 to November 1991, Mr. Krakauer was a managing     
director of The Oxford Group, a full service management consulting firm.  Mr.   
Krakauer's areas of concentration with The Oxford Group were management,        
marketing, and new product development.  From 1985 to 1991, Mr. Krakauer was    
actively involved with, and was founder, chairman of the board, and chief       
executive officer, of Rabbit Systems, Inc., a developer, marketer, and          
manufacturer of innovative consumer electronic products, which transformed its  
business from that of an operating entity to a licensor of its technologies.    
From 1980 to 1985, Mr. Krakauer founded and served as chairman of the board and 
chief executive officer of General Consumer Electronics ("GCE"), a marketer of  
video games, which was acquired by the Milton Bradley Company in 1982.  Before  
starting GCE, from 1975 to 1980, Mr. Krakauer served as president and chief     
executive officer of Mattel Electronics, where he was responsible for founding, 
developing, and managing Mattel's consumer electronics business.  Earlier, he   
was group vice president of Hunt Wesson Foods with responsibility for all       
marketing, sales, new product and corporate development.  Mr. Krakauer holds a  
Bachelors Degree in marketing and economics from New York University, 1953. In  
addition, he has been a lecturer in marketing at Johns Hopkins University.      

     Mitchell B. Rubin, joined the Company as vice president and general
manager in January 1994, and was elected a director in July 1994.  In December  
1994, Mr. Rubin assumed the newly created position of vice president, finance   
and operations, which includes the responsibilities of chief financial officer; 
and in January 1995 Mr. Rubin was also appointed secretary of the Company.      
Previously, from July 1991 through 1993, Mr. Rubin held various positions       
(including executive vice president and chief operating officer from April 1992 
through 1993) with Regal Group, Inc., a television direct-response company with 
which the Company did business.  In late 1994, when Mr. Rubin was no longer     
associated with Regal, Regal filed a petition for protection under Chapter 11   
of the U.S. Bankruptcy Code.  From 1990 to 1991, Mr. Rubin was senior vice      
president and chief financial officer of Quantum Marketing International, where 
he was responsible for operations, systems, and finance.  From 1984 to 1990,    
Mr. Rubin was treasurer and chief financial officer at Chase Financial          
Management Corporation, a holding company, where he had responsibility for      
negotiation of all business and real estate acquisitions and sales, finance and 
operations.  Prior to 1984, Mr. Rubin was a partner in Margolis & Company,      
Certified Public Accountants, in Pennsylvania.  Mr. Rubin holds a B.S. degree   
in Business Administration/Accounting from Drexel University, 1977, and became  
licensed as a certified public accountant in the State of Pennsylvania in 1978. 

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APPROVAL OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION 
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK 

GENERAL                                                                         

        The Board of Directors of the Company has unanimously approved, and is
hereby soliciting stockholder approval of, an amendment to the Company's        
Restated Articles of Incorporation, in the form of Exhibit "A" attached to this 
Proxy Statement (the "Amendment"), effecting the Reverse Split with respect to  
all issued shares of Common Stock.  As a result of the Reverse Split, every     
seven (7) shares of existing Common Stock outstanding ("Old Common Stock") as   
of the time of filing of the Amendment with the California Secretary of State   
(the "Effective Date") would be automatically converted into one (1) new share  
of Common Stock ("New Common Stock").                                           

      The Restated Articles of Incorporation of the Company, as amended to
date, provide for 50,000,000 authorized shares of Common Stock, par value $.001 
per share, 13,949,072 of which were issued and outstanding as of the Record     
Date, and 5,000,000 shares of Preferred Stock, par value $0.001, 2,000,000      
shares of Series B 14% convertible Cumulative Preferred Stock, par value        
$0.001, 2,500,000 shares of Series C 12% convertible Cumulative Preferred       
Stock, par value $0.001, and 10,000,000 shares of Special Preferred Stock, par  
value $0.001 (all such preferred stock collectively referred to as the          
"Preferred Stock") of which no shares of the Preferred Stock were issued and    
outstanding as of the Record Date.                                              

        In order to effect the Reverse Split, the stockholders are being asked
to approve the Amendment.  The Board of Directors of the Company believes that  
the Reverse Split is in the best interests of both the Company and its          
stockholders and has approved the Reverse Split.  The Board of Directors of the 
Company reserves the right, notwithstanding stockholder approval and without    
further action by the stockholders, to decide not to proceed with the Reverse   
Split if at any time prior to its effectiveness it determines, in its sole      
discretion, that the Reverse Split is no longer in the best interests of the    
Company and its stockholders.                                                   

EFFECTS OF THE REVERSE SPLIT                                                    

       If effected, the Reverse Split would reduce the number of outstanding
shares of Old Common Stock from 13,949,072 as of the Record Date of the Special 
Meeting (March 4, 1997) to approximately 1,992,724 shares of New Common Stock   
as of the Effective Date.  (The foregoing assumes no issuances of Common Stock  
between said Record Date and the Effective Date.)  The Reverse Split would have 
no effect on the number of authorized shares of Common Stock or Preferred Stock 
or the par value of the stock.                                                  

      All outstanding options, warrants, rights and convertible securities
that include provisions for adjustments in the number of shares covered         
thereby, and the exercise or conversion price thereof, would be appropriately   
adjusted for the Reverse Split automatically on the Effective Date.  The        
Reverse Split would not affect any stockholder's proportionate equity interest  
in the Company except for those stockholders who would receive an additional    
share of Common Stock, or cash if the Company so elects, in lieu of fractional  
shares.  None of the rights currently accruing to holders of the Company's      
Common Stock, or options or warrants to purchase Common Stock, will be affected 
by the Reverse Split.                                                           

        The Reverse Split will result in some stockholders holding odd lots of
the Company's Common Stock (blocks of less than 100 shares).  Because           
broker/dealers typically charge a higher commission to complete trades in odd   
lots of securities, the transaction costs may increase for those stockholders   
who will hold odd lots after the Reverse Split.                                 

       Although the Board of Directors believes as of the date of this Proxy
Statement that the Reverse Split is advisable, the Reverse Split may be         
abandoned by the Board of Directors at any time before, during or after the     
Special Meeting and prior to the Effective Date.  In addition, depending upon   
prevailing market conditions, the                                               

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Board of Directors may deem it advisable to implement the Reverse Split and     
concurrently or sometime thereafter declare a Common Stock dividend in an       
amount to be determined, which Common Stock dividend would not require          
stockholder approval.  Any such Common Stock dividend would partially offset    
the decrease in the number of issued shares of New Common Stock resulting from  
the Reverse Split.  No such Common Stock dividend is presently contemplated.    

       Dissenting stockholders have no appraisal rights under California law
or under the Company's Restated Articles of Incorporation or Bylaws in          
connection with the Reverse Split.                                              

      The Board of Directors may make any and all changes to the Amendment
that it deems necessary in order to file the Amendment with the California      
Secretary of State and give effect to the Reverse Split.                        

      The Reverse Split could result in a significant increase in possible
dilution to present stockholders' percentage of ownership of the New Common     
Stock.  Assuming the issuance of all authorized shares of Common Stock, the     
current stockholders, in the aggregate, would own approximately 28% under the   
Company's present capital structure prior to the Reverse Split, but only        
approximately 4% of the outstanding New Common Stock under the capital          
structure assuming adoption of the Reverse Split.  The Board of Directors has   
determined that having 50,000,000 authorized shares of Common Stock may be more 
attractive for future possible merger or acquisition candidates, as well as     
future issuances of stock to raise capital in private or public transactions,   
should opportunities arise and be recommended by the Board of Directors with    
regard to such matters and thus has determined not to reduce the authorized     
number of shares.                                                               

REASONS FOR THE REVERSE SPLIT                                                   

      The Board of Directors believes that the Reverse Split is beneficial
to the Company and the stockholders.  The principal reason for the Reverse      
Split is the desire to remain eligible for listing on the NASDAQ SmallCap       
Market.  Failure to maintain a bid price in excess of $1.00 per share could     
result in the future delisting of the Common Stock on the NASDAQ SmallCap       
Market, which might adversely affect the trading in and liquidity of the Common 
Stock.                                                                          

        NASDAQ has required that, as a condition to the Company continuing its
listing in the NASDAQ SmallCap Market, the Company must effect a reverse stock  
split in sufficient amount so as to result in an increase in the trading price  
of the Common Stock to $1.00 per share or higher.  The quoted high and low      
closing prices of the Common Stock have been as follows:                        

                                                        [Enlarge/Download Table]

        Quarter Ended                                High                     Low    
-------------------------------------------------------------------------------------
                                                                                     
        March 31, 1995                          2 15/16                   1 13/16    
                     _ _ _ _ _ _ _ _ _ _ _                                           
        June 30, 1995                           4                         2 1/4      
                     - - - - - - - - - - -                                           
        September 30, 1995                      4 1/16                    3          
                           - - - - - - - -                                           
        December 31, 1995                       3 1/2                     1 1/2      
                         - - - - - - - - -                                           
        March 31, 1996                          3 1/16                    1 3/16     
                       - - - - - - - - - -                                           
        June 30, 1996                           1 5/8                     1 1/8      
                     - - - - - - - - - - -                                           
        September 30, 1996                      1 1/2                       9/16     
                           - - - - - - - -                                           
        December 31, 1996                         13/16                     5/32     
                         - - - - - - - - -                                           
        Month Ended January 31, 1997              17/32                     1/4      
                                   - - - -                                           

       By reason of the Reverse Split, the market value of a share of Common
Stock may increase to a level above the current market trading price.  Failure  
to maintain a closing bid price in excess of $1.00 per share following the      
Reverse Split could result in the future delisting of the Company's Common      
Stock from the NASDAQ SmallCap Market, which might adversely affect the trading 
in and liquidity of such shares.  While the Board of Directors believes that    
the shares of Common Stock will trade at higher prices than those which have    

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prevailed in recent months, there can be no assurance that such increase in the 
trading price will occur or, if it does occur, that it will equal or exceed the 
direct arithmetical result of the Reverse Split since there are numerous        
factors and contingencies which could affect such price.  No assurance can be   
given that the Company will continue to meet the listing requirements for the   
NASDAQ SmallCap Market following the Reverse Split.                             

MECHANICS OF REVERSE SPLIT                                                      

If the Reverse Split is approved by the requisite vote of the 
Company's stockholders, the Amendment will be filed no later than April 25,     
1997, and the Reverse Split will thus be effected, unless abandoned by the      
Board of Directors as described above.  Upon filing of the Amendment, every     
seven (7) issued and outstanding shares of Old Common Stock will, immediately   
following filing of the Amendment, be automatically and without any action on   
the part of the stockholders converted into and reconstituted as one (1) share  
of New Common Stock.                                                            

 As soon as practical after the Effective Date, the Company will
forward a letter of transmittal to each holder of record of shares of Old       
Common Stock outstanding as of the Effective Date.  The letter of transmittal   
will set forth instructions for the surrender of certificates representing      
shares of Old Common Stock to the Company's transfer agent in exchange for      
certificates representing the number of whole shares of New Common Stock into   
which the shares of Old Common Stock have been converted as a result of the     
Reverse Split.  CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE TRANSFER  
AGENT PRIOR TO RECEIPT OF SUCH LETTER OF TRANSMITTAL FROM THE COMPANY.          

Until a stockholder forwards a completed letter of transmittal
together with certificates representing his shares of Old Common Stock to the   
transfer agent and receives a certificate representing shares of New Common     
Stock, such stockholder's Old Common Stock shall be deemed equal to the number  
of whole shares of New Common Stock to which each stockholder is entitled as a  
result of the Reverse Split.                                                    

   No scrip or fractional certificates will be issued in the Reverse
Split.  [Instead, the Company will issue one additional share of New Common     
Stock, or cash if it so elects, in lieu of fractional shares.]  If the Company  
elects to make a cash payment in lieu of fractional shares, such payment will   
be based on the average closing price of the New Common Stock on the NASDAQ     
SmallCap Market for the five trading days preceding the Effective Date.  Such   
cash payment, if elected by the Company, would be made upon surrender to the    
Company's transfer agent of stock certificates representing a fractional share  
interest.  The ownership of a fractional interest will not give the holder      
thereof any voting, dividend or other rights except the right to receive        
payment therefor as described herein.                                           

FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT                            

       The following is a summary of the material anticipated federal income
tax consequences of the Reverse Split to stockholders of the Company.  This     
summary is based on the provisions of the Internal Revenue Code of 1986, as     
amended (the "Code"), the Treasury Department Regulations (the "Regulations")   
issued pursuant thereto, and published rulings and court decisions in effect as 
of the date hereof, all of which are subject to change.  This summary does not  
take into account possible changes in such laws or interpretations, including   
amendments to the Code, applicable statutes, Regulations and proposed           
Regulations or changes in judicial or administrative rulings, some of which may 
have retroactive effect.  No assurance can be given that any such changes will  
not adversely affect the discussion of this summary.                            

    This summary is provided for general information only and does not
purport to address all aspects of the possible federal income tax consequences  
of the Reverse Split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSON.  In       
particular, and without limiting the foregoing, this summary does not consider  
the federal income tax consequences to stockholders of the Company in light of  
their individual investment circumstances or to holders subject to special      
treatment under the federal income tax laws (for example, life insurance        
companies, regulated investment companies and foreign taxpayers).  In addition, 
this summary does not address any                                               

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consequence of the Reverse Split under any state, local or foreign tax laws.    
As a result, it is the responsibility of each stockholder to obtain and rely on 
advice from his or her personal tax advisor as to:  (i) the effect on his or    
her personal tax situation of the Reverse Split, including the application and  
effect of state, local and foreign income and other tax laws; (ii) the effect   
of possible future legislation and Regulations; and (iii) the reporting of      
information required in connection with the Reverse Split on his or her own tax 
returns.  It will be the responsibility of each stockholder to prepare and file 
all appropriate federal, state and local tax returns.                           

       No ruling from the Internal Revenue Service ("Service") or opinion of
counsel will be obtained regarding the federal income tax consequences to the   
stockholders of the Company as a result of the Reverse Split.  ACCORDINGLY,     
EACH STOCKHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR REGARDING THE  
SPECIFIC TAX CONSEQUENCES OF THE PROPOSED TRANSACTION TO SUCH STOCKHOLDER,      
INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND     
OTHER TAX LAWS.                                                                 

The Company believes that the Reverse Split will qualify as a 
"recapitalization" under Section 368(a)(1)(E) of the Code.  As a result, no     
gain or loss will be recognized by the Company or its stockholders in           
connection with the Reverse Split, except with respect to any cash received in  
lieu of fractional shares.  A stockholder of the Company who exchanges his or   
her Old Common Stock solely for New Common Stock will recognize no gain or loss 
for federal income tax purposes.  A stockholder's aggregate tax basis in his or 
her shares of New Common Stock received from the Company will be the same as    
his or her aggregate tax basis in the Old Common Stock exchanged therefor.  The 
holding period of the New Common Stock received by such stockholder will        
include the period during which the Old Common Stock surrendered in exchange    
therefor was held, provided all such Common Stock was held as a capital asset   
on the date of the exchange.  Each stockholder who will receive cash, if any,   
in lieu of fractional shares of New Common Stock will recognize capital gain or 
loss equal to the difference between the amount of cash received and the        
stockholder's tax basis allocable to such fractional shares.                    

VOTE REQUIRED                                                                   

     The approval of the Amendment to the Company's Restated Articles of
Incorporation effecting the Reverse Split requires the affirmative vote of a    
majority of the outstanding shares of the Common Stock entitled to vote thereon 
at the Special Meeting.                                                         

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING 

      The Company knows of no matters other than as stated above which are
to be brought before the Special Meeting.  It is intended that the persons      
named in the Proxy will vote their Common Stock represented by duly executed    
and delivered Proxies according to their best judgment if any other matters do  
properly come before the Special Meeting.                                       

INTEREST OF CERTAIN PERSONS 

       In 1996, the Company entered into a new agreement with Mr. Hitchcock,
a director of the Company, concerning the VoiceLogic(TM) technology.  The new   
agreement, which replaced all previous licensing agreements with Mr. Hitchcock, 
resulted in the Company acquiring unrestricted exclusive ownership to the       
technology.  As a result of the new agreement, the Company agreed to pay Mr.    
Hitchcock $100,000 in two installments during 1996, which have been paid.       
Further, as a part of the new agreement, in 1996 the Company granted to Mr.     
Hitchcock                                                                       

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options to purchase 33,333 shares at an exercise price of $0.375 per share.     
The exercise price was a fraction of the then market price of the shares, it    
being the intent of the Company that had the options been exercised at          
issuance, a $50,000 gain would have been realized.  The Company believes that   
terms of the foregoing transaction were as favorable to the Company as would be 
available from unrelated third parties.  For the year ended December 31, 1995,  
the Company paid to Mr. Hitchcock $131,000 in royalties under the prior         
agreements.  For the year ended December 31, 1996, the Company paid $97,500 in  
royalties to Mr. Hitchcock under the new agreement.                             

SUMMARY OF LETTER OF INTENT WITH
FRANKLIN ELECTRONIC PUBLISHERS, INC.

   The Company has executed a nonbinding letter of intent ("LOI") to
merge with Franklin Electronic Publishing, Inc. ("Franklin"), a Pennsylvania    
corporation whose stock is traded on the New York Stock Exchange.               

    The LOI provides that Franklin will pay consideration of $0.25 per
share for all issued and outstanding shares of the Company's common stock in    
connection with the merger, which will be paid in either cash or shares of      
Franklin stock. The LOI is subject to satisfactory conclusion of due diligence  
and the execution of a definitive agreement and plan of merger on or before     
April 30,1997 as well as the approval of the Company's shareholders.            

  The LOI also provides for Franklin to loan to the Company $500,000 on or
before March 12,1997. The loan will be in the form of a promissory note and     
shall accrue interest at the rate of 9.0% per annum. The note will be secured   
by all of the Company's tangible and intangible assets subordinate only to the  
Company's present agreement with KBK Financial Inc. related to financing of the 
Company's accounts receivable. Principal and interest will be due and payable   
on or before December 31,1997.                                                  

     The LOI prohibits the Company from pursuing transactions with other
parties (such as a merger or sale of assets) unless the Company's Board of      
Directors is legally required to do so in order to fulfill its fiduciary duties 
to the Company and its shareholders. Further, the LOI requires that failure of  
the Company to abide by the foregoing restrictions would result in acceleration 
of the due date of the $500,000 loan as well as the payment by the Company to   
Franklin of a $100,000 break-up fee. Notwithstanding the foregoing, the LOI     
provides that the Company may continue to have discussions with third parties   
regarding the raising of additional capital, however, the Company has agreed    
not to complete any such transaction without Franklin's concurrence prior to    
the termination of the LOI.                                                     

      The LOI provides that the definitive agreement will include standard
representations and warranties of the parties and customary closing conditions  
including the negotiation of payment terms of the Company's accounts payable    
and other commitments owed by the Company to third parties on terms acceptable  
to Franklin. The Company has also made covenants that (i) it will operate the   
business in the ordinary course, (ii) it will not declare any dividends, grant  
new stock options or accelerate the exercise dates of any existing options      
(except that the Company may issue new stock options to its employees after     
conferring with Franklin), or issue any new shares of stock or other            
securities, and (iii) it will not borrow more than $3,000,000 (including        
existing borrowings) under its line of credit with KBK Financial, Inc.          

      Franklin will have until April 30, 1997 to conduct its due diligence
of the Company and its records.  At any time during the due diligence period,   
Franklin can terminate the LOI (or the definitive agreement if one has been     
executed) without liability to the Company. If not terminated by Franklin, the  
LOI shall expire upon the earlier of i) March 12,1997 if Franklin does not make 
the loan to the Company; ii) the date of execution of a definitive agreement;   
or iii) April 30,1997. The LOI can also be terminated by the mutual agreement   
of the parties.                                                                 

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It is important that your shares be represented at the Special
Meeting, whether or not you plan to attend in person, and regardless of the     
number of shares which you hold.  YOU ARE, THEREFORE, URGED TO EXECUTE PROMPTLY 
AND RETURN THE ACCOMPANYING PROXY IN THE ENVELOPE WHICH HAS BEEN ENCLOSED FOR   
YOUR CONVENIENCE.  Stockholders who are present at the Special Meeting may      
revoke their proxies and vote in person or, if they prefer, may abstain from    
voting in person and allow their proxies to be voted.                           

                      By Order of the Board of Directors

      Edward M. Krakauer
                    Chairman of the Board, President
               and Chief Executive Officer

March ___, 1997                                                                 
Sherman Oaks, California                                                        

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EXHIBIT A 

CERTIFICATE OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.

        Edward M. Krakauer and Mitchell B. Rubin certify that:

  1.        They are the President and the Secretary, respectively, of
Voice Powered Technologies International, Inc., a California corporation.       

2.        Paragraph (a) of Article III of the Restated Articles of
Incorporation of this corporation is amended to read in its entirety as         
follows:                                                                        

            "(a)  Preferred Stock, Series B 14% Convertible Cumulative
            Preferred Stock, Series C 12% Convertible Preferred Stock,
               Special Preferred Stock and Common Stock.  The corporation is
       authorized to issue five classes of shares designated
         "Preferred Stock," "Series B 14% Convertible Cumulative
               Preferred Stock," "Series C 12% Convertible Preferred Stock,"
             "Special Preferred Stock" and "Common Stock," respectively.
          The number of shares of Preferred Stock authorized to be
             issued is 5,000,000 shares, $0.001 par value, the number of
               shares of Series B 14% Convertible Cumulative Preferred Stock
                authorized to be issued is 2,000,000 shares, $0.001 par value,
             the number of shares of Series C 12% Convertible Cumulative
              Preferred Stock authorized to be issued is 2,500,000 shares,
             $0.001 par value, the number of shares of Special Preferred
                Stock authorized to be issued is 10,000,000 shares, $0.001 par
               value, and the number of shares of Common Stock authorized to
                be issued is 50,000,000 shares, $0.001 par value.  The rights,
                preferences, provisions and restrictions imposed upon the five
               classes of shares are set forth in the succeeding Sections of
Article III.                                  

              Upon the amendment of this Article III, paragraph (a), every
          seven (7) issued and outstanding shares of Common Stock,
               $0.001 par value ('Old Common Stock'), shall be automatically
        and without any action on the part of the shareholders
             converted into and reconstituted as one (1) share of Common
              Stock, $0.001 par value ('New Common Stock'), subject to the
             treatment of fractional interests as described below.  Each
           holder of a certificate or certificates which immediately
    prior to the Amendment of the Restated Articles of
          Incorporation becoming effective pursuant to the General
            Corporation Law of the State of California (the 'Effective
                Date'), represented outstanding shares of the Old Common Stock
              shall be entitled to receive a certificate for the number of
             shares of New Common Stock they own by presenting their old
        certificate(s) to the Corporation's transfer agent for
cancellation and exchange.                    

              No scrip or fractional certificates will be issued.  In lieu
      of fractional shares, the Corporation will issue one
                additional share of New Common Stock, or cash if it so elects.
             If the Corporation elects to make a cash payment in lieu of
              fractional shares, such payment will be based on the average
              closing price of the New Common Stock on the NASDAQ SmallCap
                Market for the five trading days preceding the Effective Date.
            Such cash payment, if elected by the Corporation, would be
   made upon surrender to the Corporation's transfer

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             agent of stock certificates representing a fractional share
            interest.  The ownership of a fractional interest will not
              give the holder thereof any voting, dividend or other rights
           except the right to receive payment therefor as described
herein."                                      

3.        The foregoing amendment of the Restated Articles of     
Incorporation has been duly approved by the Board of Directors.                 

4.        The foregoing amendment of the Restated Articles of     
Incorporation has been duly approved by the required vote of shareholders in    
accordance with Section 902 of the California Corporations Code.  The total     
number of outstanding shares of this corporation is 13,949,072 shares of Common 
Stock and no shares of Preferred Stock.  The number of shares voting in favor   
of the amendment equaled or exceeded the vote required.  The percentage vote    
required was more than 50%.                                                     

               We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true 
and correct of our own knowledge.                                               

Date:  April ___, 1997                                                          

                                            ______________________________
                                           Edward M. Krakauer, President

                                            ______________________________
                                          Mitchell B. Rubin, Secretary

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.

_______________ 

SPECIAL MEETING OF STOCKHOLDERS 
APRIL 25, 1997  
_______________ 

        The undersigned stockholder of Voice Powered Technology International,
Inc., a California corporation, hereby acknowledges receipt of the Notice of    
Special Meeting of Stockholders and Proxy Statement, each dated March ___,      
1997, and hereby appoints each of Edward M. Krakauer and Mitchell B. Rubin, and 
each of them, proxy and attorney-in-fact, each with full power of substitution  
and resubstitution, on behalf and in the name of the undersigned, to represent  
the undersigned at the Special Meeting of Stockholders of Voice Powered         
Technology International, Inc. to be held on April 25, 1997, at 9:30 a.m.,      
local time, at the Radisson Valley Center, 15433 Ventura Boulevard, Sherman     
Oaks, California 91403 and at any postponements or adjournments thereof, and to 
vote all shares of Common Stock which the undersigned would be entitled to vote 
if then and there personally present, on the matters set forth below:           

1.      APPROVAL OF AN AMENDMENT TO THE RESTATED ARTICLES OF  
INCORPORATION TO EFFECT A ONE (1) FOR SEVEN (7) REVERSE STOCK SPLIT OF THE      
COMPANY'S COMMON STOCK, PAR VALUE $0.001 PER SHARE.                             

        ___ FOR        ___ AGAINST                 ___ ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.    

        2.      IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR           
POSTPONEMENT THEREOF.                                                           

        ___ FOR        ___ AGAINST                 ___ ABSTAIN

PRES14A Last Page of 16 TOC 1st Previous Next ↓Bottom Just 16th
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO         
CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND    
PROPOSAL 2 AND AS THE NAMED PROXIES CONSIDER ADVISABLE IN THEIR JUDGMENT WITH   
REGARD TO ANY OTHER MATTERS PROPERLY BROUGHT TO A VOTE AT THE MEETING.          

                  Dated:__________________________, 1997

                  ______________________________________
(Signature)         

                  ______________________________________
(Signature)         

                           (This Proxy must be signed exactly as your name
                      appears hereon. Executors, administrators,
                              trustees, etc., should give full title as such. If
                    the stockholder is a corporation, a duly
                           authorized officer should sign on behalf of the
                              corporation and should indicate his or her title.)

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED  
ENVELOPE.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

	4/30/97	11
	4/25/97	2	15	DEFS14A
For Period End:	3/19/97	2	3	DEFS14A
	3/4/97	2	7
Filed on:	2/26/97
	12/31/96	4	11	10KSB, 10KSB/A, NT 10-K
	1/31/96	6
	12/31/95	11
				List all Filings

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Filing Submission 0000950148-97-000472 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Vertex Energy Inc. – ‘PRES14A’ for 3/19/97

As of: Wednesday, 2/26/97 · For: 3/19/97 · Accession #: 950148-97-472 · File #: 1-11476

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

Dates Referenced Herein and Documents Incorporated by Reference

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