HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New Jersey 07423
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of HOLOBEAM, INC.,
a Delaware Corporation (the "Company"), will be held on
May 7, 2004 at the Radisson Inn, Paramus, New Jersey at
10:00 AM for the purpose of considering and voting upon
the following matters:
1. The election of Melvin S. Cook as a Class III
member of the Board of Directors of the Company, to serve
in such capacity until the 2007 Annual Meeting and until
his successor shall be duly elected and shall qualify.
2. The ratification of the appointment of R.A.
Fredericks & Company, LLP to serve as the Company's
independent certified public accountants for the fiscal
year beginning October 1, 2003.
3. The transaction of such other business as may
properly come before the meeting.
In accordance with the provision of the By-laws, the
Board of Directors has fixed the close of business on
March 26, 2004 as the date for determining the
stockholders of record entitled to receive notice of, and
to vote at, said meeting.
Stockholders who do not expect to attend the meeting
in person are requested to date, sign and mail the
enclosed proxy as promptly as possible in the enclosed
stamped envelope. A stockholder executing a proxy may
revoke it at any time before it is voted. If you attend
the meeting, you may elect to vote in person, even though
you have sent in a proxy.
By Order of the Board of Directors of
HOLOBEAM, INC.
Melvin S. Cook
President
Dated: April 7, 2004
HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New Jersey 07423
PROXY STATEMENT
Annual Meeting of Shareholders
May 7, 2004
PROXIES
The enclosed proxy is solicited by and on behalf of
the Board of Directors of Holobeam, Inc., a Delaware
Corporation (the "Company"), and is revocable at any time
before its exercise by notice in writing to the Company at
its office at 217 First Street, Ho-Ho-Kus, New Jersey
07423 (201-445-2420). If you return a proxy and attend
the meeting, you may vote in person instead of by proxy if
you desire to do so. When proxies in the form
accompanying this proxy statement are returned properly
executed, the shares represented thereby will be voted in
accordance with your direction and, in the absence of your
direction, will be voted as recommended by the Board of
Directors, as indicated on the enclosed proxy and in the
proxy statement. Proxies may be revoked by returning a
later dated proxy or attending the meeting where you may
vote in person if you desire to do so. Melvin S. Cook and
Beverly Cook intend to vote their shares in favor of Items
1., 2., and 3. listed on the proxy. The costs of
soliciting proxies will be borne by the Company which may
enlist the assistance of banks, bankers and brokerage
houses in additional solicitation of proxies and proxy
authorizations, particularly from their customers whose
stock is not registered in the owner's name. In addition
to the soliciting of proxies by use of the mails,
directors, officers and regular employees of the Company,
who will receive no compensation in addition to regular
salary, if any, may solicit proxies by mail, telefax,
telephone or personal interview. The Annual Report of the
Company for the fiscal year ended September 30, 2003 is
being mailed this April 7, 2004 together with the proxy
statement, to each Shareholder of record as of March 26,
2004. The Annual Report does not constitute part of this
proxy statement.
OUTSTANDING VOTING STOCK AND PRINCIPAL HOLDERS
Only stockholders of record at the close of business
on March 26, 2004 are entitled to vote at the Annual
Meeting. The number of voting shares of stock of the
Company outstanding on that date and entitled to vote was
271,479 shares of common stock, par value $0.10 per share.
Each share of common stock is entitled to one vote on all
matters.
The stockholding of each person who is known by the
Company to own beneficially more than 5% of the Company's
common stock is as follows as of March 26, 2004:
Amount and Nature of Percent
Title of Class Name and Address Beneficial Ownership of Class
-------------- ---------------- -------------------- --------
Common Stock, Melvin S. Cook 124,500 45.9
par value $0.10 217 First Street
per share... Ho-Ho-Kus, New
Jersey 07423
Common Stock, Beverly Cook 95,000 35.0
par value $0.10 217 First Street
per share... Ho-Ho-Kus, New
Jersey 07423
The stockholding of each person who is a director
(including the nominee for election at the 2004 Annual
Meeting) and of all officers and directors as a group is
as follows:
Amount Percent
Name Title of Class Beneficially Owned of Class
---- -------------- ------------------ --------
Melvin S. Cook.. Common Stock, 124,500 45.9
par value $0.10
per share
Beverly Cook... Common Stock, 95,000 35.0
par value $0.10
per share
All Directors and Common Stock, 219,500 80.9
Officers as a par value $0.10
Group (3 persons) per share
There are no contractual arrangements that might result
in a change of control of the Company.
MATTERS TO BE PRESENTED AT MEETING
1. Election of Class III Member of the Board of
Directors.
Pursuant to amendments to the Certificate of
Incorporation and By-laws of the Company adopted at the
1974 Annual Meeting, the Board of Directors of the Company
consists of three classes, each of which may contain one
member or more. Each class is elected in separate
consecutive years to serve until the third annual meeting
following the date of election.
William M. Hackett, Melvin S. Cook and Beverly Cook
presently serve as the Class I (Mr. Hackett), Class II
(Mrs. Cook) and Class III (Mr. Cook) members of the Board
of Directors for respective terms expiring at the 2005,
2006 and 2004 Annual Meetings.
One director is to be elected at the 2004 Annual
Meeting; such director to serve as a Class III member of
the Board of Directors until the 2006 Annual Meeting and
until his successor shall be duly elected and shall
qualify.
The following tables set forth information regarding
Melvin S. Cook, who is the nominee of management to serve
as the Class III member of the Board of Directors, as well
as information regarding William M. Hackett and Beverly
Cook, who serves as the Treasurer and continuing Class I
(Mr. Hackett) and the Secretary and continuing Class II
(Mrs. Cook) members of the Board of Directors.
Present and Continuing Directors
Name Position with Company Date When Director
---- Principal Occupation Term Expires Since
--------------------- ------------ -------
Melvin S. Cook Chairman of the Board of 2004 1968
Age 72 Directors and President of
the Registrant since its
formation.
William M. Hackett Vice President of Registrant 2005 1984
Age 61 from August 23, 1975 until
June 1, 1981 and Controller of
Registrant and member of
accounting staff from October
1973 to August 1975. Treasurer of
Registrant from June 1981 to present.
Vice President of
CMA Co., Inc. from November
1988 to 1998. Elected President
in 1998.
Beverly Cook Office Manager of Registrant 2006 1995
Age 67 from June 1, 1981 until present.
Secretary of Registrant from
May 1997 to present.
The Board of Directors does not maintain an audit,
nominating or similar committee of the Board of Directors.
During the fiscal year of the Company ended September
30, 2003, four (4) meetings of the Board of Directors were
held. Directors did not receive any fees for attending
meetings.
The shares represented by your proxy will be voted in
accordance with your direction as to the election of a
director. In the absence of direction, the shares
represented by your proxy will be voted FOR the election
of Melvin S. Cook as the nominee of the Board of
Directors. In case the nominee should become unavailable
for any currently unforeseen reason, the persons named as
proxies will vote for a substitute to be nominated by
management or the shareholders attending or by their
proxies or by the Board of Directors.
Remuneration and Other Transactions with Management
and Others.
The aggregate amount of remuneration paid by the
Company, directly and indirectly, during the fiscal year
ended September 30, 2003 to each director and each officer
who received in excess of $100,000, and to all directors
and officers of the Company as a group was as follows:
Remuneration Table
(A) (B) (C) (D)
Number of Persons in Group Salaries Bonus Other
-------------------------- -------- ----- -----
Beverly Cook $137,500.00 0 0
Melvin S. Cook $325,000.00 0 0
All Directors and Officers $487,500.00 0 0
as a group (3 in Number)
The Company does not pay directors any fees for
attending meetings, nor does it reimburse directors for
travel or lodging expenses incurred in connection
therewith.
The following tabulation shows, as to all directors
and officers as a group, (I) the amount of options granted
since the beginning of the Company's 2003 fiscal year;
(ii) the amount of shares acquired during the aforesaid
period through the exercise of options granted since the
beginning of the Company's 2003 fiscal year to prior
thereto; and (iii) the amount of shares subject to all
unexercised options held as of March 26, 2004.
Number of Shares All Directors and Officers as a
Group (3 Persons)
Granted - October 1, 2002 0
through September 30, 2003
Exercised - October 1, 2002 0
through September 30, 2003
Unexercised at March 26, 2004 0
2. Selection of Independent Certified Public
Accountants.
The selection of certified public accountants to
examine the financial statements of the Company for the
current fiscal year is to be submitted to the meeting for
ratification. R.A. Fredericks & Company, LLP, 170
Changebridge Road, Unit B-4, Montville, New Jersey 07045,
was selected by the Board of Directors of the Company to
examine such financial statements. The shares represented
by your proxy will be voted in accordance with your
direction as to ratification of the selection by the Board
of Directors for auditors for the current fiscal year. In
the absence of direction, the shares represented by your
proxy will be voted FOR such ratification.
In the event the shareholders do not ratify the
Board's selection, the Board will reconsider the matter
and will take such actions as it deems appropriate.
It is anticipated that a representative of R.A.
Fredericks & Company, LLP will be present at the meeting
and will be available to respond to appropriate questions
raised orally at the meeting or submitted in writing to
the Company, "Attention: Accountants," and received at
least 5 days before the meeting date. Such representative
does not plan to make any statement at the meeting other
than to respond to questions from shareholders.
The Board of Directors does not maintain an audit or
similar committee.
During the fiscal year of the Company ended September
30, 2003, all professional services rendered by its
independent certified public accountants related to the
performance by such accountants of their auditing
services.
3. Other Action at Meeting and Voting of Proxies.
The management does not know of any matters to come
before the Annual Meeting (or any adjournment thereof)
other than those set forth. However, inasmuch as matters
of which management is not aware may come before the
meeting, the enclosed proxy confers discretionary power
and authority with respect to acting upon any such other
matters, and the persons designated as proxies therein
will vote, act and consent in accordance with their best
judgment in respect of any such other matters. Upon
receipt of such proxy (in the form enclosed and properly
signed) in time for voting, the shares represented thereby
will be voted as indicated thereon and in the Proxy
Statement.
Shareholder Proposals
No definite date for the Annual Meeting of
Shareholders in 2005 has as yet been established.
Qualifying shareholders may submit to the Company for
inclusion in the Company's proxy material relating to the
2005 Annual Meeting appropriate shareholder proposals that
are consistent with the Company's Certificate of
Incorporation and Federal securities laws. Such proposals
must be received by the Company at the Company's address
(set forth at the beginning of this Proxy Statement) no
later than January 1, 2005.
By Order of the Board of
Directors of
HOLOBEAM, INC.
Melvin S. Cook
President
Dated: April 7, 2004
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
HOLOBEAM, INC.
217 First Street, Ho-Ho-Kus, New
Jersey 07423
ANNUAL MEETING OF SHAREHOLDERS - MAY
7, 2004
The undersigned stockholder of
HOLOBEAM, INC. hereby appoints Beverly
Cook and William M. Hackett the true and
lawful attorneys, agents and proxies of
the undersigned, with full power of
substitution for and in the name of the
undersigned, to vote all the shares of
Common Stock of HOLOBEAM, INC. which the
undersigned may be entitled to vote at
the Annual Meeting of Stockholders of
HOLOBEAM, INC. to be held at Radisson
Inn, Paramus, New Jersey on May 7, 2004
at 10 A.M., and at any and all
adjournments thereof, with all of the
powers which the undersigned would
possess if personally present. Without
limiting the generality of the
foregoing, such attorney and proxy is
authorized to vote:
1. FOR___________________WITHHOLD
AUTHORITY TO VOTE FOR___________________
the election of Melvin S. Cook, the sole
director to be elected at the 2004
Annual meeting as the Class III member
of the Board of Directors, to serve in
such capacity until the 2007 Annual
Meeting and until her successor shall be
duly elected and shall qualify.
2. FOR______________ AGAINST_____________
ABSTAIN_________________
ratification of R.A. Fredericks &
Company, LLP as independent certified
public accountants for the current year.
3. In accordance with the discretion of
said proxies on such other business as
may properly come before the meeting.
This Proxy is solicited on behalf
of the Board of Directors. In
absence of contrary specifications,
it will be voted FOR Propositions:
(1), (2) and (3).
Dated:______________, _________________
2004
(Be sure to date your proxy) Signature(s)
If shares are held in
the name of more than
one person, all holders
should sign.
Signatures should
correspond with the
name or names as they
appear hereon. Persons
signing in a fiduciary
capacity or as an
officer or partner
should indicate their
title as such.