To: SSP who wrote (141337 ) 1/16/2005 9:03:32 AM From: StocksDATsoar Respond to of 150070 HARD..HMMMMMMMold.edgarpro.com 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 |_| Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material Under Rule 14a-12 NOVEX SYSTEMS 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: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NOVEX SYSTEMS INTERNATIONAL, INC. 67 WALL STREET, SUITE 2001 NEW YORK, NEW YORK 10005 (914) 337-0231 December 16, 2004 Dear Shareholders: Enclosed is a notice of an Annual Meeting of Shareholders to be held at the Company’s principal executive offices located at 67 Wall Street, Suite 2001, New York, New York 10005 at 10:00 a.m. on Friday, January 28, 2005. We hope that your schedule will allow you to attend the meeting. The matters to be considered and voted upon at the Annual Meeting are set forth in the attached Notice of the Annual Meeting of Shareholders and described more fully in the related Proxy Statement which accompany this letter. We look forward to meeting those of you who are able to be present at the meeting. However, whether or not you plan to attend, it is important that your shares be represented. Accordingly, you are requested to sign and date the enclosed proxy and either mail it in the enclosed envelope, or send it by facsimile to 914-337-0846 at your earliest convenience. Very truly yours, Daniel W. Dowe President and Chief Executive Officer -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING Table of Contents Page NOTICE OF ANNUAL MEETING 1 INFORMATION ABOUT THE MEETING AND VOTING 2 Matters Relating to the Meeting Vote necessary to approve proposals Proxies Voting in person Broker non-votes Other Business; Adjournments SUMMARY INFORMATION Proposal I 3 Proposal II 4 Proposal III 5 Proposal IV 6 PROPOSALS FOR FISCAL 2005 ANNUAL MEETING 6 BOARD OF DIRECTORS 6 OTHER MATTERS 7 COST OF PROXIES 8 FORWARD LOOKING STATEMENTS 8 AVAILABLE REPORTS AND INFORMATION 8 PROXY CARD 9 -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 28, 2005 To the Shareholders of Novex Systems International, Inc.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Novex Systems International, Inc. (the “Company”) will be held at the Company’s principal executive offices located at 67 Wall Street, Suite 2001, New York, New York 10005 at 10:00 a.m. on Friday, January 28, 2005. The matters to be voted upon at the meeting will be: 1. To amend and restate the Company’s Certificate of Incorporation to increase the authorized shares of $.001 par value common stock from 40,000,000 to 100,000,000. 2. To reverse split the issued and outstanding shares of the Company’s $.001 par value common stock on a ratio of 1 for 7 to reduce the total number of common shares outstanding on a fully diluted basis from 25,795,187 to approximately 3,685,026. 3. Ratify the appointment of Radin, Glass & Co., L.L.P. as the Company’s new independent auditors for the fiscal year ending May 31, 2005. 4. Change the company’s name to American Home Foods, Inc. 5. To transact such other business as may properly come before the meeting or any adjournments thereof. Could be a play..