Beware of ELCC: 1:12 reverse split proposed in May 28 proxy:
ELECTRONICS COMMUNICATIONS CORP.
425 Broad Hollow Road, Melville, New York 11747
516-501-0466
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NOTICE OF SPECIAL MEETING IN LIEU OF
ANNUAL MEETING OF STOCKHOLDERS
May 28, 1998
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A special meeting in lieu of annual meeting of stockholders of Electronics
Communications Corp., a Delaware corporation (the "Company") will be held at the
Wyndham Wind Watch Hotel, 1717 Vanderbilt Motor Parkway, Hauppauge, Long
Island, New York 11788, on Thursday, May 28, 1998 at 1:00 P.M. local time, for the
following purposes:
1. To elect a four (4) member Board of Directors to serve until the next annual meeting
of stockholders of the Company and until their successors are duly elected and shall
qualify (Proposal One).
2. To amend the Company's Certificate of Incorporation (the "Certificate of
Incorporation") to change the Company's name to "Northeast Digital Networks, Inc."
(Proposal Two).
3. To amend the Certificate of Incorporation to limit the liability of a director for
monetary damages to the Company or its stockholders for breach of fiduciary
duty, to liability (i) for breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for willful or negligent
violations by the director of the provisions of Delaware law concerning unlawful
stock purchases or redemptions and the unlawful payment of dividends, and (iv)
for any transaction from which the director derived an improper personal benefit
(Proposal Three).
4. To amend the Certificate of Incorporation to ratify the change in the par
value of the Common Stock from $.05 par value to $.60 par value and in
connection therewith, to ratify the one-for-twelve reverse stock split of the
Common Stock authorized by the Board of Directors effective July 31, 1997
(Proposal Four).
5. To approve the Company's October 30, 1997 Stock Option Plan which provides for
the grant of options to officers, directors and key employees with respect to a maximum
1,000,000 shares of Common Stock, $.60 par value (Proposal Five).
6. To transact such other business as may properly be brought before the meeting or
any adjournment thereof. |
