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BCAM INTERNATL INC revises proxy materials.
IFN Smart Edgar News - January 14, 1998 14:21
%SIC8711 %COM %event2 BCAM V%IFN P%SMRT
Excerpted from DEFR14A filed on 01/14 by BCAM INTERNATIONAL INC:
BCAM INTERNATL INC revises proxy materials.
4) Date Filed:
December 16, 1997
BCAM INTERNATIONAL, INC.
(A NEW YORK CORPORATION)
NOTICE OF 1997 ANNUAL
MEETING OF SHAREHOLDERS TO BE
HELD AT 10:00 A.M. ON FEBRUARY 19, 1998
To the Shareholders of BCAM INTERNATIONAL, INC.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders (the
"Meeting") of BCAM INTERNATIONAL, INC., (the "Company") will be held on February
19, 1998, at 10:00 a.m. at the offices of the Company, 1800 Walt Whitman Road,
Melville, New York 11747 for the following purposes:
Item. 1. To consider and to act upon a proposal to amend the Company's
Certificate of Incorporation to provide for staggered terms for its
Board of Directors;
Item. 2. To elect eight directors of the Company;
Item. 3. To consider and to act upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized
common shares to 65,000,000;
Item. 4. To consider and to act upon a proposal to amend the Company's
Certificate of Incorporation to authorize 5,000,000 shares of
Preferred Stock;
Item. 5. To consider and to act upon a proposal to amend the Company's 1995
Stock Option Plan to increase the number of shares for issuance
thereunder to 8,000,000;
Item. 6. To ratify the appointment of Ernst & Young, LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997; and
Item. 7. To transact such other business as may properly come before the
Meeting and any adjournment or postponement thereof.
The Board of Directors has fixed December 31, 1997, at the close of
business, as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting, and only holders of record of shares of
the Company's Common Stock at the close of business on that day will be entitled
to vote. The stock transfer books of the Company will not be closed.
All shareholders are cordially invited to attend the Meeting in person.
However, whether or not you expect to be present at the Meeting, you are urged
to mark, sign, date and return the enclosed Proxy, which is solicited by the
Board of Directors, as promptly as possible in the postage-prepaid envelope
provided to ensure your representation and the presence of a quorum at the
Meeting. The shares represented by the Proxy will be voted according to your
specified response. The Proxy is revocable and will not affect your right to
vote in person in the event you attend the Meeting.
By Order of the Board of Directors
Michael Strauss, Chairman
Melville, New York
December 31, 1997
BCAM INTERNATIONAL, INC.
1800 WALT WHITMAN ROAD
MELVILLE, NEW YORK 11747
PROXY STATEMENT
1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 A.M. ON February 19, 1998
The enclosed proxy is solicited by the Board of Directors of BCAM
INTERNATIONAL, INC. (the "Company") in connection with the 1997 Annual Meeting
of Shareholders (the "Meeting") to be held on February 19, 1998 at 10:00 a.m. at
the offices of the Company, 1800 Walt Whitman Road, Melville, New York 11747 and
any adjournment or postponement thereof. The Board of Directors has fixed
December 31, 1997, at the close of business, as the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting.
A shareholder executing and returning a proxy has the power to revoke it at any
time before it is exercised by filing a later proxy with, or other communication
to, the Secretary of the Company or by attending the Meeting and voting in
person. The proxy will be voted in accordance with your directions as to:
Item. 1. the proposal to amend the Company's Certificate of Incorporation to
provide for staggered terms for its Board of Directors;
Item. 2. the election of the persons listed as directors of the Company;
Item. 3. the proposal to amend the Company's Certificate of Incorporation to
increase the number of authorized common shares to 65,000,000;
Item. 4. the proposal to amend the Company's Certificate of Incorporation to
authorize 2,000,000 shares of Preferred Stock;
Item. 5. the proposal to amend the Company's 1995 Stock Option Plan to increase
the number of shares available for issuance to 8,000,000;
Item. 6. the ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31,
1997; and
Item. 7. the transaction of such other business as may properly come before the
Meeting and any adjournment or postponement thereof.
In the absence of direction, the proxy will be voted in favor of these
proposals.
(End of Item Excerpt)
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