OPT-SCIENCES CORPORATION
1912 Bannard Street
Post Office Box 221
Riverton, New Jersey 08077-0221
(856) 829-2800
Notice of Annual Meeting of Shareholders
To Be Held on March 21, 2001
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION
(the "Company"), will be held at 2:30 p.m. (EST) on Wednesday,
March 21, 2001 at the offices of Kania, Lindner, Lasak and
Feeney, Suite 525, Two Bala Plaza, 333 City Avenue, Bala Cynwyd,
PA 19004 to consider and act upon the following matters:
(1) To elect three directors to serve until the next
Annual Meeting and until their successors have been elected and
qualified;
(2) To transact such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record on the books of the Company
at the close of business on February 2, 2001 will be entitled to
notice of and vote at the meeting or any adjournment thereof.
The Annual Report of the Company for the year ended
October 28, 2000 is enclosed herewith.
By Order
of the
Board of
Directors
______________
Anderson L. McCabe,
President
March 5, 2001
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
MANAGEMENT INFORMATION STATEMENT
OF OPT-SCIENCES CORPORATION
For Annual Meeting of Shareholders
To be held March 21, 2001
Management has furnished this statement to
shareholders regarding matters to be voted at the
Annual Meeting of Shareholders of Opt-Sciences
Corporation (the "Company"). The Annual Meeting
will be held at 2:30 p.m. (EST) on Wednesday,
March 21, 2001 at the offices of Kania, Lindner,
Lasak and Feeney, Suite 525, Two Bala Plaza, 333
City Avenue, Bala Cynwyd, PA 19004.
WE ARE NOT ASKING YOU FOR A PROXY AND WE ARE
REQUESTING
NOT TO SEND US A PROXY
VOTING SECURITIES AND RECORD DATE
The Common Stock ($.25 par value) is the
only outstanding class of voting securities.
Holders of record at the close of business of
February 2, 2001 are entitled to notice of the
meeting and to vote at the meeting and any
adjournment thereof. At the close of business on
February 2, 2001, 775,585 shares of Common Stock
were issued, outstanding, and entitled to vote.
The holders of Common Stock will vote as one class
at the meeting of the Shareholders. Each share of
Common Stock entitles the holder at the record
date to one vote at the meeting.
PRINCIPAL SHAREHOLDERS AND QUORUM
A Trust for the benefit of the children of
Arthur J., Kania owns 510,853 shares (66% of the
outstanding shares). No other person is known by
Management to own of record or beneficially more
than 5% of the outstanding shares of the Company.
A majority of the outstanding shares of
the Common Stock of the Company, represented in
person or by proxy, shall constitute a quorum at
the meeting, and since there is no provision for
cumulative voting, only the affirmative vote of
the majority of the shares represented at the
Meeting is required to elect Directors and approve
such other matters to be considered by the
Shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Directors (all of whom are nominees):
Name and Address of Amount and Nature of Percentage
Beneficial Owner of Voting Securities
Beneficial Ownership
Anderson L. McCabe 844(1) 0(1)
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077
Arthur J. Kania 23,723(1) 3%(1)
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Arthur J. Kania, Jr. 0(1) 0(1)
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Holders of 5% or More of Voting Securities
Allen Speiser, Trustee 510,853 66%
Arthur John Kania Trust
Suite 525, Two Bala Plaza
333 City Avenue
Bala Cynwyd, PA 19004
1. Excludes 510,853 shares (66% of the
outstanding shares) owned by a Trust for the
benefit of Arthur J. Kania's children. Mr. Kania
disclaims beneficial ownership in all such shares.
Mr. McCabe, husband of a beneficiary of the
trust, disclaims beneficial ownership in all such
shares. Arthur J. Kania, Jr., a son of Arthur J.
Kania, is a beneficiary of the aforementioned
trust, but has no power to vote such shares in
said trust and is not a beneficial owner under the
applicable rules.
MATTERS TO BE ACTED UPON
Election of Directors
Three directors are to be elected at the
Annual Meeting and those persons elected will hold
office until the next Annual Meeting of
Shareholders and until their successors have been
elected and qualified. The by-laws provide that
the Board of Directors shall consist of no more
than five members, with the actual number to be
established by resolution of the Board of
Directors. The current Board of Directors has by
resolution established the number of directors at
three.
Any vacancy that occurs during the year
may be filled by a majority vote of the Board of
Directors without any further shareholder action.
The vacancy may be filled for the remainder of the
term, which is until the next Annual Meeting.
There is no reason to believe that any nominee
will be unable to serve if elected, and to the
knowledge of Management all nominees intend to
serve the entire term for which election is sought.
Positions with Company; Year
Principal Occupation and
First
Business Experience
Became
During Past Five Years;
Director
Nominees(Age) Other Directorships(1)
of Company
Anderson L. Director of the Company;
1987
McCabe (45) President of the Company
from 1/1/86 to present.
Arthur J. Director
and Secretary
1977
Kania (69) of
the Company;
Principal of Trikan
Associates
(real estate ownership
and management-
investment firm); Partner
of Kania,
Lindner, Lasak and Feeney (law
firm);
Director of Summit
Bancorp.
Arthur J. Director of the Company;
1987
Kania, Jr (45) Principal of Trikan
Associates
(real estate ownership and
management-
investment firm); Vice-President
of
Newtown Street Road Associates
(real
estate ownership and management).
1. This column lists directorships held in any
company with a class of securities registered
pursuant to Section 12 of the Securities Exchange
Act of 1934 or subject to the requirements of
Sections 15(d) of that Act or any company
registered as an investment company under the
Investment Company Act of 1940. This column does
not include directorships held with any of the
Company's subsidiaries.
INFORMATION REGARDING EXECUTIVE OFFICERS
Anderson L. McCabe, 45 years old, is
President and Chief Executive Officer of the
Company and its manufacturing subsidiary. He
graduated from the University of South Carolina in
1977 and received a B.S. in Chemical Engineering.
From 1977 to 1985, he was employed by United
Engineers and Constructors, Inc., a subsidiary of
Raytheon Corporation as Process Engineer with
managerial responsibilities. In 1986 he became
president of the Company. He is a registered
professional engineer.
Arthur J. Kania, 69 years old, is the
Secretary-Treasurer of the Company, and a Director
since 1977. He is not active in the day-to-day
operations of the Company or its manufacturing
subsidiary. Mr. Kania's principal occupations in
the past five years have been as Principal of
Trikan Associates (real estate ownership and
management - investment firm); and as a partner of
the law firm of Kania, Lindner, Lasak and Feeney.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the most recent fiscal year, the
Board of Directors held two meetings, both of
which were attended by all Directors and one of
which constituted an audit committee meeting.
There are no separate committees of the Board of
Directors. Management does not know of any
Company transaction in which any nominee for
Director or any Officer had a direct or indirect
material interest other than that reflected in
this information statement.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth on an
accrual basis for the fiscal years shown, the
remuneration of the sale compensated executive
officer of the Company.
Summary Compensation Table
(a) (b) (c) (d)
Name and Principal
Position Year Salary Bonus
Anderson L. McCabe 2000 75,000 25,000
President, Director 1999 75,000 35,000
1998 75,000 35,000
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
Cash Compensation
Name Annual Retainer Meeting Fees Consulting Fees Other Fees
(a) (b) (c) (d)
Anderson L. McCabe $7,500 $0 $0
Arthur J. Kania $7,500 $0 $0
Arthur J. Kania, Jr. $7,500 $0 $0
Security Grants
Name Number of Shares Number of Securities
Underlying Options
Capital/SARS
(e) (f)
Anderson L. McCabe 0 0
Arthur J. Kania 0 0
Arthur J. Kania, Jr. 0 0
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During fiscal 2000, the Company incurred
legal fees of $17,000 to the firm of Kania,
Lindner, Lasak and Feeney, of which Mr. Arthur J.
Kania is the senior partner.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Mayer, Shanzer & Mayer, P.C. and its
predecessors have acted as independent certified
public accountants for the Company since 1968. No
change is presently contemplated. The Company has
been advised that neither that accounting firm nor
any shareholder thereof has any direct financial
interest or any material indirect interest in the
Company. A representative of Mayer, Shanzer &
Mayer, P.C. will be present and available for
questioning at the Meeting and will have an
opportunity to make a statement at that time.
ANNUAL REPORT ON FORM 10-KSB
The 2000 Annual Report of the Company,
which includes financial statements for the fiscal
year ended October 28, 2000, accompanies the
information statement.
Upon the written request of any person who
on the record date was a record owner of the
Company's Common Stock, or who represents in good
faith that he was on such date, a beneficial owner
of such stock entitled to vote at the Annual
Meeting, the Company will send to such person,
without charge, a copy of its Annual Report on
Form 10-KSB for fiscal year 2000 as filed with
Securities and Exchange Commission. Requests for
this report should be directed to Anderson L.
McCabe, President, Opt-Sciences Corporation, 1912
Bannard Street, Post Office Box 221, Riverton, New
Jersey, 08077-0221.
STOCKHOLDER PROPOSALS
Any qualified Shareholder desiring to have
his proposal included on the Company's proxy
materials for the annual meeting to be held in the
year 2002 must submit such proposal in writing to
the Company no later than September 30, 2001.
OTHER MATTERS
Management does not know of any other
business which is likely to be brought before the
2001 Annual Meeting. However, in the event that
other matters properly come before the 2001 Annual
Meeting, they will be acted upon accordingly.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Anderson L. McCabe
President