Viewbix Inc. — Proxy Solicitation & Information Statement 1997

May 27, 1997

1 ================================================================================ SCHEDULE 14A (RULE 14a) 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:

ZAXIS INTERNATIONAL INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) XXXXXXXXXXXXXXXX (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: ........................................................... ================================================================================ 2 ZAXIS INTERNATIONAL INC. 1890 Georgetown Road Hudson, Ohio 44236 ---------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 25, 1997 ---------------------------------------- To Our Stockholders: The Annual Meeting (the "Annual Meeting") of Stockholders of Zaxis International Inc. (the "Company") will be held at the Holiday Inn, 240 Hines Hill Road, Hudson, Ohio 44236, on June 25, 1997 at 10:00 a.m. (Cleveland time) for the following purposes:

Only stockholders of record as of the close of business on May 23, 1997 are entitled to notice of, and to vote at, the Annual Meeting. By Order of the Board of Directors James J. Branagan Signature JAMES J. BRANAGAN Secretary May 23, 1997 PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED STAMPED ENVELOPE FOR WHICH NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 3 ZAXIS INTERNATIONAL INC. 1890 Georgetown Road Hudson, Ohio 44236 ---------------------------------------- PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 25, 1997 ---------------------------------------- INTRODUCTION This Proxy Statement is being furnished to stockholders of Zaxis International Inc., a Delaware corporation (the "Company"), in connection with the solicitation of proxies by the Board of Directors of the Company from the holders of the Company's common stock, par value $.01 per share ("Common Stock"), for use at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m., Cleveland time, on June 25, 1997 (the "Annual Meeting"), at the Holiday Inn, 240 Hines Hill Road, Hudson, Ohio 44236. Stockholders of record as of the close of business on May 23, 1997 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. On that date there were 5,496,937 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote on all matters brought to a vote at the Annual Meeting. The Company has no other class of voting securities outstanding. Shares of Common Stock cannot be voted at the Annual Meeting unless the holder thereof is present in person or represented by proxy. When proxies in the accompanying form are returned properly executed, the shares represented thereby will be voted as specified on such proxies. All votes represented by the enclosed proxy will be cast (i) for the five nominees for Directors named herein, unless authorization to do so is withheld by a stockholder, and (ii) in the manner specified by a stockholder with respect to the proposal to ratify the appointment of Ernst & Young LLP as the independent accountants for the Company, except that in the absence of any such specification, the votes will be cast "FOR" each such proposal. Any stockholder giving a proxy has the right to revoke it at any time prior to its exercise by delivering a notice in writing to the Secretary of the Company, by delivering a validly executed, later dated proxy, or by voting in person at the Annual Meeting. At the Annual Meeting, the results of stockholder voting will be tabulated by the inspector of elections appointed for the Annual Meeting. The Company's By-laws provide that the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum at a meeting of stockholders. Properly executed proxies that are (i) marked "abstain" or (ii) held in "street name" by brokers and that are not voted on one or more particular proposals (if otherwise voted on at least one proposal), will be counted for purposes of determining whether a quorum has been achieved at the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote against the proposal to which such abstention applies. The approximate date on which this Proxy Statement and the enclosed proxy are first being sent to stockholders is May 23, 1997. 4 I. ELECTION OF DIRECTORS At the Annual Meeting, five Directors are to be elected for the ensuing year to hold office until the next Annual Meeting and until their successors shall have been elected and shall have qualified. Pursuant to the Company's By-laws, provided that a quorum is present, Directors are elected by a plurality of the votes cast in the election. Unless otherwise specified, the shares represented by the enclosed proxy will be voted "FOR" the election of the seven nominees named below. In the event that any nominee refuses or is unable to serve as a Director (which is not now anticipated), the persons named as proxies reserve full discretion to vote for such other person as may be nominated. INFORMATION AS TO THE NOMINEES, THE BOARD OF DIRECTORS AND THE EXECUTIVE OFFICERS OF THE COMPANY Set forth below is information about each nominee for election as a Director and each executive officer of the Company (based on information supplied by him), including his name, age, positions with the Company (other than as a Director) and principal occupations during the past five years.

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The Board of Directors held six meetings during the fiscal year ended December 31, 1996. The Board of Directors has an Audit Committee, comprised of Messrs. Wible and Scott. The Audit Committee's primary function is to assist the Board with respect to internal control, accounting and reporting practices of the Company, to review the reports of Independent Auditors and to review managements' response to the recommendations of Independent Auditors. During fiscal 1996, Directors received options for shares of Common Stock in accordance with the 1996 non-employee directors stock option plan as compensation for their services. 3 6 COMMON STOCK OWNERSHIP The following table sets forth, as of April 22, 1996, based on information provided to the Company by the persons named in the table, the number of shares of Common Stock owned by each Director, the chief executive officer and by all the Directors and executive officers of the Company as a group, and the persons or groups of persons known to the Company to be the beneficial owners of more than 5% of the Common Stock of the Company.

• --------------- (1) Except as otherwise indicated, the persons listed as beneficial owners of the shares of Common Stock have sole voting and investment power with respect to those shares. (2) Includes 35,000 shares issuable upon exercise of stock options granted under the 1996 Directors' Plan. (3) Includes 35,000 shares issuable upon exercise of stock options granted under the 1996 Directors' Plan, 15,207 shares owned by Donna S. Wible, Mr. Wible's wife, and 107,698 shares owned by Weymouth Financial, Inc., a corporation of which Mr. Wible is the principal stockholder. No director or officer failed to timely file any Form 3, 4 or 5 required to be filed by him during 1996. EXECUTIVE COMPENSATION The following table sets forth compensation paid to Charles E. Leffler, the Company's president during 1996 who resigned in January 1997. No other executive officer received compensation during 1996 which exceeded $100,000.

There were no bonuses, other compensation or long-term compensation awards or payouts in 1996. 4 7 II. INDEPENDENT PUBLIC ACCOUNTANTS The public accounting firm of Ernst & Young LLP was the Company's independent public accountants for fiscal 1996 and has been appointed, subject to stockholder ratification at the Annual Meeting, to continue in such capacity for the current fiscal year. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an opportunity to respond to appropriate questions and make a statement if he or she so desires. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE COMPANY. III. OTHER MATTERS All expenses of the Company in connection with this solicitation will be borne by the Company. Solicitation will be made principally by mail, but officers and regular employees may solicit proxies by telephone or in person. The Company will request brokers and other nominees who hold Common Stock in their names to forward proxy materials to the beneficial owners and will pay the expenses associated therewith. In order for a stockholder proposal to be included in next year's proxy statement for presentation at next year's meeting, it must be received by the Secretary of the Company, at its principal executive offices, not later than January 2, 1998. A copy of the Company's Annual Report on Form 10-KSB for the fiscal year ended 1996 and report for the quarter ended March 31, 1997 on Form 10-QSB, which contain consolidated financial statements of the Company, accompany this proxy statement. By Order of the Board of Directors James J. Branagan Signature JAMES J. BRANAGAN Secretary Cleveland, Ohio May 23, 1997 PLEASE DATE AND SIGN YOUR PROXY CARD AND RETURN IT PROMPTLY USING THE ENCLOSED RETURN ENVELOPE. ZAXIS INTERNATIONAL INC. 1890 GEORGETOWN ROAD HUDSON, OHIO 44236 5 8 ZAXIS INTERNATIONAL INC. 1890 GEORGETOWN ROAD HUDSON, OHIO 44236 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Conaly Bedell and James J. Branagan, or either of them, proxies of the undersigned with full power of substitution, to vote for the undersigned at the Annual Meeting of Stockholders to be held on June 25, 1997 at 10:00 a.m. (Cleveland time), at the Holiday Inn, 240 Hines Hill Road, Hudson, Ohio 44236, or at any adjournment(s) or postponement(s) thereof, as follows: Election of Directors, Nominee: CONALY BEDELL, LEONARD A. DUVAL, ALAN SCOTT, CRAIG JONES and CALVIN D. WIBLE THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE FIVE NOMINEES LISTED ABOVE, AND FOR PROPOSAL II. You are encouraged to specify your choice by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The Proxies cannot vote your shares unless you sign and return this Card. I. Election of Directors [ ] FOR [ ] WITHHELD AUTHORITY For, except vote withheld from the following nominee(s): ------------------- II. Ratification of appointment of Ernst & Young, LLP as the independent accountants for Zaxis International, Inc. [ ] FOR [ ] AGAINST [ ] ABSTAIN III. In their discretion on all other matters that may properly come before the meeting. (SEE REVERSE SIDE) 9 ZAXIS INTERNATIONAL INC. C/O CORPORATE TRUST SERVICES MAIL DROP 1090F5 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OH 45263 FOLD AND DETACH HERE - ------------------------------------------------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FIVE NOMINEES LISTED HEREON. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL II. PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS HEREON, AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. No postage need be affixed to the enclosed envelope if mailed in the United States. Your prompt attention will be of assistance. Date: ---------------------------------- --------------------------------------- Signature --------------------------------------- Signature (Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, administrator, executor, trustee, guardian, etc., please add your title as such.)