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
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 Pursuant to Rule 14a-12
ASTRALIS LTD.
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(Name of Registrant as Specified in Its Charter)
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Astralis Ltd.
75 Passaic Avenue
Fairfield, New Jersey 07004
November 18, 2003
Dear Fellow Stockholder:
On behalf of the Board of Directors of Astralis Ltd. ("Astralis"), I
cordially invite you to attend a Special Meeting of Stockholders (the "Special
Meeting") of Astralis. The formal notice of the Special Meeting appears on the
next page. During the Special Meeting, stockholders who are present will have
the opportunity to meet and ask questions of our senior management team.
The purpose of the meeting is to seek the approval of our stockholders for
an amendment of our Certificate of Incorporation to increase our authorized
capital stock. We intend to offer units consisting of shares of our common stock
and warrants to purchase shares of our common stock in a private placement. In
order to complete the private placement, we will need the approval of our
stockholders to amend our Certificate of Incorporation to increase our
authorized capital stock.
THE PROPOSAL. At the Special Meeting, you will be asked to consider the
following proposal:
AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED CAPITAL
STOCK. At the Special Meeting, you will be asked to consider and approve an
amendment of our Certificate of Incorporation which provides authority to issue
up to 153,000,000 shares of capital stock, divided into 150,000,000 shares of
common stock and 3,000,000 shares of preferred stock.
Our Board of Directors approved the proposal and recommends that you vote
FOR its approval.
THE SPECIAL MEETING. All stockholders are invited to attend the Special
Meeting in person. The approval of the amendment of our Certificate of
Incorporation requires the affirmative vote of a majority of outstanding shares
of our common stock.
Whether or not you expect to attend the Special Meeting in person, please
complete, sign and promptly return the enclosed proxy card in the enclosed
envelope, which does not require postage if mailed in the United States, to
assure representation of your shares. You may revoke your proxy at any time
before it has been voted, and if you attend the meeting, you may vote in person
even if you have previously returned your proxy card.
Stockholders are urged to review carefully the information contained in
the accompanying proxy statement. We believe that interaction between
stockholders and management is important and hope that you will be able to
attend the Special Meeting. Your interest and support in the affairs of Astralis
are appreciated.
Sincerely,
Mike Ajnsztajn
Chief Executive Officer
ASTRALIS LTD.
75 Passaic Avenue
Fairfield, New Jersey 07004
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Notice Of Special Meeting Of Stockholders
To Be Held December 15, 2003
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NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of
Astralis Ltd. ("Astralis") will be held at 4 Gateway Center, 100 Mulberry
Street, 14th Floor, Newark, New Jersey on December 15, 2003 at 10 a.m., Eastern
Time for the following purposes:
(1) To approve an amendment of the Certificate of Incorporation of
Astralis to increase the number of authorized shares of capital stock to
153,000,000 divided into (i) 150,000,000 shares of common stock, par value
$0.0001 per share and (ii) 3,000,000 shares of preferred stock, par value $0.001
per share of which 2,000,000 shares are designated as Series A Convertible
Preferred Stock; and
(2) To approve such other matters that come before the Special Meeting, or
any adjournment thereof, that are required to be approved by the stockholders of
Astralis.
Our Board of Directors has fixed the close of business on October 27,
2003, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Special Meeting. Only holders of record of our
common stock at the close of business on that date will be entitled to notice
of, and to vote at, the Special Meeting or any adjournments or postponements
thereof.
Your attention is directed to the accompanying proxy statement for further
information regarding the proposal to be made.
All stockholders are asked to complete, sign and date the enclosed proxy
and return it promptly by mail in the enclosed self-addressed envelope, which
does not require postage if mailed in the United States.
By Order of the Board of Directors
Gina Tedesco
Chief Financial Officer and Secretary
ASTRALIS LTD.
Proxy Statement
This proxy statement is furnished by the Board of Directors of Astralis
Ltd., a Delaware corporation, in connection with the solicitation of proxies to
be used at the Special Meeting of Stockholders to be held on December 15, 2003
at 4 Gateway Center, 100 Mulberry Street, 14th Floor, Newark, New Jersey at 10
a.m., Eastern Time, and at any adjournment or postponement thereof.
Only stockholders who hold common stock of Astralis at the close of
business on October 27, 2003, the record date, will be entitled to vote at the
Special Meeting. At the Special Meeting, Astralis stockholders will be asked:
(1) To approve an amendment of the Certificate of Incorporation of Astralis to
increase the number of authorized shares of capital stock to 153,000,000
divided into (i) 150,000,000 shares of common stock, par value $0.0001 per
share and (ii) 3,000,000 shares of preferred stock, par value $0.001 per
share of which 2,000,000 shares are designated as Series A Convertible
Preferred Stock; and
(2) To approve such other matters that come before the Special Meeting, or any
adjournment thereof, that are required to be approved by the stockholders
of Astralis.
Whether or not you plan to attend the Special Meeting, please take the
time to vote by completing and mailing the enclosed proxy card to us. Your vote
is very important.
We encourage you to read this entire document carefully.
Proxy Statement dated November 18, 2003.
QUESTIONS AND ANSWERS
Q. Why am I receiving these materials?
A. Amendment of the Certificate of Incorporation:
Under Delaware law, an amendment of the Certificate of Incorporation
requires stockholder approval. Our Board of Directors has determined that
it is in our best interests and the best interests of our stockholders to
seek additional financing for our company through a private placement of
securities. We intend to offer units consisting of shares of our common
stock and warrants to purchase common stock in the private placement. The
number of shares of our common stock and the number of shares underlying
the warrants which will be issued in the proposed private placement would
exceed the maximum of 78,000,000 shares currently authorized by our
Certificate of Incorporation. In addition, we have signed a non-binding
term sheet with SkyePharma PLC ("SkyePharma") pursuant to which, upon the
execution of a binding agreement, SkyePharma will agree to convert its
outstanding shares of our Series A Preferred Stock into shares of our
common stock immediately following the closing of our private placement.
We must increase our authorized capital stock in order to complete the
private placement and the proposed conversion.
We are sending you these materials to help you decide whether to approve
the amendment of the Certificate of Incorporation to increase our
authorized capital stock. The Certificate of Amendment of our Certificate
of Incorporation is attached as Appendix A to this proxy statement.
Q. How will the amendment to the Certificate of Incorporation affect my
ownership of Astralis?
A. The amendment of our Certificate of Incorporation will permit us to
proceed with the proposed private placement. As a result of the issuance
of units pursuant to the terms of the private placement, your shares will
represent a significantly smaller percentage of the total shares that will
be outstanding after the issuance of units pursuant to the private
placement. In addition, as a result of the increase in our authorized
capital stock, our Board of Directors may issue additional shares of stock
that may further dilute your percentage of ownership of our stock.
Q. Does the Board of Directors of Astralis recommend voting in favor of the
amendment of the Certificate of Incorporation?
A. Our Board of Directors has determined that the amendment of the
Certificate of Incorporation is fair to, and in the best interests of, our
stockholders. Our Board of Directors recommends that stockholders vote FOR
the amendment of the Certificate of Incorporation.
Q. Who can vote on the amendment of the Certificate of Incorporation?
A. Holders of our common stock at the close of business on October 27, 2003,
the Record Date relating to the Special Meeting, may vote on the amendment
of the Certificate of Incorporation.
Q. What if I do not vote or abstain?
A. If you fail to respond, it will have the same effect as a vote against the
proposal to be considered at the Special Meeting.
o If you respond and do not indicate how you want to vote, your proxy
will be counted as a vote in favor of the proposals to be considered
at the Special Meeting.
o If you respond and abstain from voting, your proxy will have the
same effect as a vote against the proposals to be considered at the
Special Meeting.
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Q. What do I need to do now?
A. Read this proxy statement. If your shares are held by a broker in "street
name," follow the voting directions provided to you by your broker. If
your shares are held in your name, and you wish to vote by proxy, complete
your proxy card and indicate how you want to vote. Sign and mail the proxy
card in the enclosed return envelope as soon as possible. You should
complete, sign and return your proxy card even if you currently expect to
attend the Special Meeting and vote in person. Mailing in a proxy card now
will not prevent you from later canceling or "revoking" your proxy right
up to the day of the Special Meeting, and you will ensure that your shares
get voted if you later find you are unable to attend. If you sign and send
in the proxy card and do not indicate how you want to vote, your proxy
will be voted FOR the amendment of the Certificate of Incorporation.
Q. If my broker holds my shares in "street name," will my broker vote my
shares for me?
A. YOUR BROKER WILL VOTE YOUR SHARES ONLY IF YOU TELL THE BROKER HOW TO VOTE.
TO DO SO, FOLLOW THE DIRECTIONS YOUR BROKER PROVIDES. IF YOU DO NOT
PROVIDE VOTING INSTRUCTIONS TO YOUR BROKER, YOUR BROKER WILL NOT VOTE YOUR
SHARES AND THE FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST
THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION.
Q. Can I change my vote after I have mailed my signed proxy card?
A. Yes. You can change your vote at any time before the vote is taken at the
Special Meeting. You can do this in one of three ways. First, you can send
a written notice dated later than your proxy card stating that you would
like to revoke your current proxy. Second, you can complete and submit a
new proxy card dated later than your original proxy card. If you choose
either of these two methods, you must submit your notice of revocation or
your new proxy card to the Chief Financial Officer and Secretary of
Astralis at 75 Passaic Avenue, Fairfield, New Jersey 07004. We must
receive the notice or new proxy card before the vote is taken at the
Special Meeting. Third, you can attend the Special Meeting and vote in
person. Simply attending the Special Meeting, however, will not revoke
your proxy. If you have instructed a broker to vote your shares, you must
follow the directions received from your broker as to how to change your
vote.
WHO CAN HELP ANSWER YOUR QUESTIONS
If you have more questions about the Special Meeting or the amendment of
the Certificate of Incorporation, you should contact:
Astralis Ltd.
75 Passaic Avenue
Fairfield, New Jersey 07004
Attention: Gina Tedesco, Chief Financial Officer and Secretary
(973) 227-7168
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THE SPECIAL MEETING
This proxy statement is first being mailed or delivered by us to our
stockholders on or about November 18, 2003, and is accompanied by the notice of
the Special Meeting and a form of proxy that is solicited by our Board of
Directors for use at the Special Meeting and at any adjournments or
postponements thereof.
Date, Time and Place; Proposal to be Considered
The Special Meeting is scheduled to be held on December 15, 2003, at 10
a.m., Eastern Time, at 4 Gateway Center, 100 Mulberry Street, 14th Floor,
Newark, New Jersey. At the Special Meeting, our stockholders will be asked to
consider and approve:
(1) an amendment of the Certificate of Incorporation of Astralis
to increase the number of authorized shares to 153,000,000
divided into (i) 150,000,000 shares of common stock, par value
$0.0001 per share and (ii) 3,000,000 shares of preferred
stock, par value $0.001 per share of which 2,000,000 shares
are designated as Series A Convertible Preferred Stock; and
(2) such other matters that come before the Special Meeting, or
any adjournment thereof, that are required to be approved by
the stockholders of Astralis.
Record Date and Voting
Our Board of Directors has fixed October 27, 2003 as the record date for
determination of holders of Astralis common stock entitled to notice of, and to
vote at, the Special Meeting. Only holders of record of our common stock at the
close of business on the record date will be entitled to notice of, and to vote
at, the Special Meeting or any adjournment thereof. On October 27, 2003, there
were issued and outstanding, 37,538,189 shares of Astralis common stock and
2,000,000 shares of Series A Convertible Preferred Stock. Each share of common
stock is entitled to one vote on all matters to be voted upon at the Special
Meeting.
A quorum consists of a majority of our outstanding common stock
represented in person or by proxy and entitled to vote at the Special Meeting.
Any stockholder present in person or by proxy who abstains from voting on any
particular matter will be counted in determining whether or not a quorum is
present. The affirmative vote of a majority of the outstanding shares of our
common stock is required to approve the amendment of the Certificate of
Incorporation. Certain of our officers and directors, owning in the aggregate
22,320,000 shares (or 59.46%) of our common stock have indicated that they
intend to vote in favor of the resolution to amend the Certificate of
Incorporation. As a result, we expect that the resolution will be approved.
Votes will be counted and certified by one or more Inspectors of Elections
who may be employees of Astralis.
If the enclosed proxy card is executed properly and received by us prior
to the close of voting at the Special Meeting, the shares represented thereby
will be voted in accordance with the instructions marked thereon. EXECUTED
PROXIES WITH NO INSTRUCTIONS INDICATED THEREON WILL BE VOTED "FOR" THE AMENDMENT
OF THE CERTIFICATE OF INCORPORATION.
Our Board of Directors is not aware of any matters other than the
amendment of the Certificate of Incorporation that may be properly brought
before the Special Meeting. If any other matters properly come before the
Special Meeting or any adjournments or postponements of the Special Meeting and
are voted on, the persons named in the accompanying proxy will vote the shares
represented by all properly executed proxies on such matters in such manner as
shall be determined by a majority of our Board of Directors.
Proxies
All shares of our common stock represented by properly executed proxies or
voting instructions received before or at the Special Meeting will, unless the
proxies or voting instructions are revoked, be voted in accordance with the
instructions indicated on those proxies or voting instructions. If no
instructions are indicated on a properly executed proxy card or voting
instruction, the shares will be voted FOR the proposal. You are urged to mark
the box on the proxy card to indicate how to vote your shares.
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If a properly executed proxy card or voting instruction is returned and
the stockholder has abstained from voting on adoption of the proposals, the
shares of common stock represented by the proxy or voting instruction will be
considered present at the special meeting for purposes of determining a quorum,
but will not be considered to have been voted in favor of adoption of the
proposal. If your shares are held in an account at a brokerage firm or bank, you
must instruct your broker or bank on how to vote your shares. If an executed
proxy card is returned by a broker or bank holding shares which indicates that
the broker or bank does not have discretionary authority to vote on adoption of
the proposal, the shares will be considered present at the meeting for purposes
of determining the presence of a quorum, but will not be considered to have been
voted in favor of adoption of the proposal. Your broker or bank will vote your
shares only if you provide instructions on how to vote by following the
information provided to you by your broker or bank.
Because adoption of the proposal requires the affirmative vote of at least
a majority of our outstanding common stock voting at the meeting, abstentions,
failures to vote and broker non-votes will have the same effect as a vote
against adoption of the proposal.
Revocability of Proxies
The accompanying form of proxy is for use at the meeting if a holder of
our common stock is unable to attend in person. The presence of a stockholder at
the Special Meeting will not automatically revoke such stockholder's proxy.
However, a stockholder may revoke a proxy at any time prior to its exercise by:
o delivering to Gina Tedesco, Chief Financial Officer and Secretary,
Astralis Ltd., 75 Passaic Avenue, Fairfield, New Jersey 07004, a
written notice of revocation prior to the Special Meeting or a duly
executed proxy bearing a later date; or
o attending the Special Meeting and voting in person.
If you have instructed a broker or bank to vote your shares, you must
follow the directions received from your broker or bank as to how to change your
vote.
All shares represented by valid proxies received pursuant to this
solicitation, and not revoked before they are voted, will be voted in the manner
specified therein.
Solicitation of Proxies
The costs of soliciting proxies in the form enclosed herewith will be
borne entirely by us. In addition to the solicitation of proxies by mail,
proxies may be solicited by our officers and directors and our regular
employees, without additional remuneration, by personal interviews, telephone,
telegraph or otherwise. Copies of solicitation materials may be furnished to
brokers, custodians, nominees and other fiduciaries for forwarding to beneficial
owners of shares of our common stock and normal handling charges may be paid for
such forwarding services.
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PROPOSAL 1 - APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED CAPITAL STOCK
Our Board of Directors has approved, and recommends to our stockholders
for their approval, a proposal to amend Article 4 of our Certificate of
Incorporation to increase our total authorized capital stock from 78,000,000 to
153,000,000 shares. As a result of the amendment of our Certificate of
Incorporation, the number of authorized shares of our common stock will increase
from 75,000,000 to 150,000,000 shares. The number of authorized shares of our
preferred stock will not change as a result of the amendment. Therefore, we will
continue to have 3,000,000 authorized shares of preferred stock of which
2,000,000 are designated as Series A Convertible Preferred Stock. As of October
27, 2003, there were 37,538,189 shares of common stock outstanding and
19,645,237 shares were reserved for issuance upon the conversion of preferred
stock and the exercise of outstanding warrants and stock options. Accordingly,
prior to filing the proposed amendment to our Certificate of Incorporation, we
would have 17,816,574 shares available for issuance in the private placement.
Certain of our officers and directors, owning in the aggregate 22,320,000 shares
(or 59.46%) of our common stock have indicated that they intend to vote in favor
of the resolution to amend the Certificate of Incorporation. As a result, we
expect that the resolution will be approved.
The primary purpose of the Amendment is to permit us to proceed with our
intended private placement of an aggregate of up to $10 million of our
securities. Upon the terms and conditions of the private placement, we will
offer units consisting of shares of our common stock and warrants to purchase
shares of our common stock (the "Units"). In order to have a sufficient number
of shares of common stock and common stock underlying the warrants that we will
issue in the private placement, we must amend our Certificate of Incorporation
in order to increase the number of authorized shares. Although we anticipate
that the Units will be offered at a discount to the market price of our common
stock, the offering price has not yet been determined and once determined may be
changed as market conditions and the market price of our common stock fluctuate.
As a result, we cannot know with certainty how many shares of common stock we
will issue in the private placement. The proposed amendment of our Certificate
of Incorporation authorizes a greater number of shares of common stock than we
will likely issue in the private placement so that we may have the flexibility
to issue shares of common stock in the future to finance our operations or for
other purposes that our Board of Directors may determine. Other than in
connection with the proposed private placement and the proposed conversion, we
have no plans, arrangements or understandings, whether written or oral, for the
issuance of additional shares that would be authorized under the Amendment.
Recent Developments. We have signed a non-binding term sheet with
SkyePharma pursuant to which, upon the execution of a binding agreement,
SkyePharma will agree to convert its outstanding shares of our Series A
Preferred Stock into shares of our common stock immediately following the
closing of our private placement. In consideration of the agreement of
SkyePharma to convert its shares of Series A Preferred Stock, we will adjust the
conversion price of the shares of Series A Preferred Stock upon the closing of
the private placement. The conversion price will be $0.80 per share, subject to
adjustment based on the price of securities offered in the private placement.
The term sheet also provides that in connection with the conversion of the
Series A Preferred Stock by SkyePharma, SkyePharma would enter into an agreement
with us whereby we would, upon the attainment of certain future milestones,
obtain the right to repurchase 12,500,000 shares of our common stock from
SkyePharma based on the conversion price. The term sheet is non-binding and is
subject to the negotiations by us and SkyePharma of definitive agreements.
Reasons for the Private Placement and the Amendment of the Certificate of
Incorporation. Our current cash is expected to be sufficient to fund operations
through the fourth quarter of 2003. As a result of discussions regarding our
capital requirements, our Board of Directors and our management determined that
we should raise additional capital through the sale of equity securities. We
intend to sell an aggregate of up to $10 million of our securities in connection
with the private placement. We must increase our authorized capital stock in
order to have a sufficient number of shares and shares underlying the warrants
we intend to issue in the private placement. If we are unable to obtain
stockholder approval of the amendment of our Certificate of Incorporation to
increase authorized capital stock, we will be unable to sell all of the
securities we intend to offer in the private placement. As a result, we will
still be able to issue up to 17,816,574 shares of common stock, but may have to
seek alternative sources of funding which may be on terms substantially less
favorable to us or may not be available at all. In addition, we may have to
close the private placement offering on less than $10 million. This may result
in us receiving insufficient capital to fund our ongoing operations.
Impact of the Issuance on Existing Stockholders. If this Proposal is
approved, our existing stockholders will hold a smaller percentage of our
outstanding capital stock and will have less influence over our affairs. The
issuance by us of all shares that may be sold in the private placement,
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including the issuance of warrants to purchase additional shares of common
stock, could increase the number of issued and outstanding shares of common
stock substantially following the closing of the private placement. The issuance
of additional common stock will have a significant dilutive effect on the
ownership interests of our existing stockholders such as dilution to any future
net income per share and any future payment of dividends per share, dilution to
the voting rights of current holders of common stock, and potentially decreasing
the market value of the common stock to the extent shares are sold for a price
less than the current market value of the stock. Furthermore, the increase in
the number of shares of common stock available for sale in the market could
depress the market price of our common stock. Finally, the issuance from time to
time of additional shares of common stock available following the proposed
private placement could have similar adverse consequences in the future.
Investment Banker. Our Board of Directors, including a majority of all
independent directors, have approved the retention of Fabien Pictet and Partners
to act as our Investment Banker in connection with the proposed private
placement. Fabien Pictet, chairman of Fabien Pictet and Partners, is a member of
our Board of Directors. We have agreed to pay Fabien Pictet and Partners a
finder's fee equal to 5% of the total proceeds received from investors in the
private placement. We will also issue to Fabien Pictet and Partners warrants to
purchase Units equal to 4% of the total number of Units sold in the private
placement.
Subscribers. We intend to sell Units only to investors who qualify as
"accredited investors" under Rule 501 of Regulation D promulgated by the
Securities and Exchange Commission under the Securities Act.
Registration of Securities. In connection with the proposed private
placement, we intend to file with the Securities and Exchange Commission a
Registration Statement to permit the resale of the common stock and the common
stock underlying the warrants issued in the private placement.
Use of Proceeds. We intend to use the proceeds from the private placement
for research and development, clinical studies, marketing and working capital.
We hope to raise sufficient proceeds from the proposed private placement to meet
our capital requirements for approximately 12 months.
Our Board of Directors has approved the amendment of the Certificate of
Incorporation to increase our authorized capital stock and recommends that you
vote FOR such amendment.
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OTHER MATTERS
As of the date of this proxy statement, we are not aware of any matters
that will be presented for consideration at the Special Meeting other than the
proposal referred to in this proxy statement. If any other matter is properly
brought before the meeting for action by stockholders, the holders of the
proxies will vote and act with respect thereto in accordance with their best
judgment. Discretionary authority to do so is conferred by the enclosed proxy.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. These SEC filings are
available to the public at the world wide web site maintained by the SEC at
"http://www.sec.gov."
STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Stockholders who wish to present proposals to be included in the our proxy
materials for the 2004 Annual Meeting of Stockholders must submit such proposals
to our Secretary at Astralis Ltd., 75 Passaic Avenue, Fairfield, New Jersey
07004 by February 17, 2004. For any proposal that is not submitted for inclusion
in next year's proxy materials, but is instead sought to be presented directly
at the 2004 Annual Meeting, SEC rules permit us to exercise discretionary voting
authority to the extent conferred by proxy if we: (1) receive notice of the
proposal before May 3, 2004 and advise shareholders in the 2004 proxy statement
of the nature of the proposal and how management intends to vote on such matter
or (2) do not receive notice of the proposal before May 3, 2004. Notices of
intention to present proposals at the 2004 Annual Meeting should be submitted to
our Secretary at Astralis Ltd., 75 Passaic Avenue, Fairfield, New Jersey 07004.
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APPENDIX A
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
ASTRALIS LTD.
It is hereby certified that:
1. The Certificate of Incorporation of the Corporation is hereby amended
by striking out the first sentence of Article 4(a) thereof and by substituting
in lieu of said sentence the following new sentence:
"The total number of shares of stock which the corporation shall
have authority to issue is 153,000,000 shares as follows: (i) 150,000,000 shares
shall be designated as common stock, par value $.0001 per share; and (ii)
3,000,000 shares shall be designated as preferred stock, par value $.001 per
share."
2. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
3. The effective time of the amendments herein certified shall be the date
of filing of this Certificate of Amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be duly executed in its corporate name on this ___ day of
_________, 2003.
ASTRALIS LTD.
By:
---------------------------
Name:
Title:
PROXY
ASTRALIS LTD.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 2003
The undersigned hereby appoints Mike Ajnsztajn and/or Gina Tedesco, each
with full power of substitution, as proxies for the undersigned to attend the
Special Meeting of Stockholders of Astralis Ltd. (the "Company"), to be held at
4 Gateway Center, 100 Mulberry Street, Newark, New Jersey on December 15, 2003
at 10 a.m., Eastern Time, or any adjournment thereof, and to vote the number of
shares of capital stock of the Company that the undersigned would be entitled to
vote, and with all the power the undersigned would possess, if personally
present, as follows:
1. Approval of an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of capital stock to 153,000,000 divided
into (i) 150,000,000 shares of common stock, par value $0.0001 per share and
(ii) 3,000,000 shares of preferred stock par value $0.001 per share of which
2,000,000 shares are designated as Series A Convertible Preferred Stock.
|_| FOR |_| AGAINST |_| ABSTAIN
The Proxies will vote as specified herein or, if a choice is not
specified, they will vote "FOR" the proposal set forth above. In their
discretion, the Proxies are authorized to vote upon such other business as may
properly come before the meeting or any adjournment thereof.
When shares are held by two or more persons as joint tenants, both or all
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
DATED:
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Signature