NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on September 8, 1997
____________________
To the Stockholders of
DIVERSIFAX, INC.:
Notice is hereby given that the Annual Meeting of
Stockholders of Diversifax,, Inc. will be held at the offices of
Breslow & Walker, LLP, 100 Jericho Quadrangle, Jericho, New
York, on September 8, 1997, at 11:00 a.m., New York City
time, for the following purposes:
1. To elect the Board of Directors to serve until the next
Annual Meeting of Stockholders and until their suc-
cessors are duly elected and qualified;
2. To ratify and approve the Company's 1996 Stock Option
Plan, as amended;
3. To approve a proposed amendment to the Company's
Certificate of Incorporation to increase the number of
authorized shares of the Common Stock from
25,000,000 shares to 40,000,000 shares;
4. To ratify the selection by the Board of Directors of
Hoberman, Miller, Goldstein & Lesser, P.C. to serve as
independent auditors for the year ending November 30,
1997; and
5. To transact such other business as may properly be
presented for action at the Annual Meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on
July 31, 1997 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting or any adjournments thereof.
Holders of a majority of the outstanding shares must be
present in person or by proxy in order for the Annual Meeting
to be held. WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING, YOUR PROXY VOTE IS
IMPORTANT. ACCORDINGLY, YOU ARE REQUESTED
TO MARK, SIGN, AND DATE THE ENCLOSED PROXY
FORM AND RETURN IT IN THE ACCOMPANYING
STAMPED ENVELOPE. The giving of such proxy will not
affect your right to revoke such proxy before it is exercised or
to vote in person should you later decide to attend the Annual
Meeting.
All stockholders are cordially invited to attend the Annual
Meeting. |
