To: John Arnopp who wrote (746 ) 1/16/1998 8:10:00 AM From: John A. Paul Read Replies (2) | Respond to of 1220
John: I am still reading the details of the January 8 announcement (it is 99 pages long), which is summarized below. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS Notice is hereby given that a Special Meeting of Stockholders of Lasertechnics, Inc. (the "Company") will be held at The Guest Lodge, Cooper Aerobic Center, Carter Room, located at 12230 Preston Road, Dallas, Texas on Friday, February 20, 1998, at 9:30 a.m., local time, and at any adjournments thereof, for the following purposes as set forth in the accompanying Proxy Statement: 1. To consider and vote upon a proposal (the "Reverse Stock Split Proposal") to amend the Company's Certificate of Incorporation to effect a one-for-twenty reverse stock split of the outstanding Common Stock,Non-voting Common Stock, and Series A, B, and C Convertible PreferredStock of the Company, and to provide for certain corresponding changes in the terms of the Series A, B, and C Convertible Preferred Stock; 2. To consider and vote upon a proposal (the "Authorized Shares Proposal") to amend the Company's Certificate of Incorporation to reduce the number of authorized shares of the Company's Common Stock from 56,750,000 to 6,250,000; 3. To consider and vote upon a proposal (the "Technology Acquisition Shares Proposal") to authorize the issuance by the Company, from time to time, of up to 1,000,000 shares of Common Stock (determined after giving effect to the proposed one-for-twenty reverse stock split) to acquire certain technology and related rights, pursuant to the Intellectual Property Transfer Agreement dated as of January 7, 1998 (the "Technology Acquisition Agreement"), between the Company and XL Vision, Inc.("XLV"); 4. To consider and vote upon a proposal (the "Name Change Proposal") to amend the Company's Certificate of Incorporation to change the Company's name to "AXCESS Inc."; and 5. To transact such other business as may properly come before the meeting or any adjournments thereof. Of primary concern to me is the number of authorized shares that will be available after the reverse split and the significant percentage this will represent of total shares. Obviously part of that authorization is necessary to close the XL Vision technology deal, so we will see more shares after the split, but those shares are necessary to get some business down the road. I need to read the report with regard to the XL Vision technology and make my judgements based on that future. The reverse split itself does not bother me, since it tightens the number of total shares and should have an effect on volatility of the stock. Additionally, I still maintain hope that the JP Morgan investment will pay off. The XL Vision messages you have made reference to several times are encouraging in that it adds credibility to the LASX tie to XL, but it also is disappointing that the fingerprint technology that XL is contracting with is not LASX. So, that is a bit of good news, bad news, could have been great news. If there were a tie between Who? and LASX, that would be significant. JP