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 April 3, 2003
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION (the
"Company"), will be held at 2:30 p.m. (EST) on Thursday, April 3, 2003 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 7, 2003 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 November 2, 2002 is
enclosed herewith.
By Order of the Board of Directors
______________________________
Anderson L. McCabe
President
March 7, 2003
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 April 3, 2003
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 Thursday, April 3, 2003 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
YOU 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 7, 2003
are entitled to notice of the meeting and to vote at the meeting and any
adjournment thereof. At the close of business on February 7, 2003, 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 SHAREHOLDER AND QUORUM
A Trust for the benefit of the children of Arthur J., Kania owns 510,853
shares (66% of the outstanding shares). 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. No party other than
the Trust is known by Management to own of record or beneficially more than
5% Of the outstanding shares of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Owner Class
Allen Speiser, Trustee 510,853 66%
Arthur John Kania Trust
Suite 525, Two Bala Plaza
333 City Avenue
Bala Cynwyd, PA 19004
Security Ownership of Directors and Officers:
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Owner Class
Anderson L. McCabe 1,044(1) *
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077
Arthur J. Kania 23,723(1) 3%
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Arthur J. Kania, Jr. 0(1) *
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Directors and Officers
As a Group 24,767 3%
*Less than 1% of the outstanding Common Stock
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. The Arthur J. Kania Trust has advised that it intends
to give a proxy to Arthur J. Kania and Anderson L. McCabe to vote in favor
of the Management slate of directors and in their discretion to vote in
favor of such other matters that may properly come before the meeting.
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 (47) President, Chief Executive Officer
and Chief Financial Officer of the
Company
Arthur J. Director, Secretary and Treasurer 1977
Kania (71) of the Company;
Principal of Trikan Associates
(real estate ownership and management-
investment firm); Partner of Kania,
Lindner, Lasak and Feeney (law firm);
Chairman of Advanced Voting
Solutions, Inc. (Voting Equipment);
Arthur J. Director of the Company; 1987
Kania, Jr (47) 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.
Directors will serve in such capacity until the next annual meeting of
stockholders or until their successors have been duly elected and qualified.
Executive officers are elected by the Board of Directors.
Each director will be elected to serve for a one-year term, unless he
Resigns or is removed before his term expires, or until his replacement is
elected and qualified. Each of the nominees listed above is currently a
member of the Board of Directors.
If any of the nominees cannot serve for any reason (which is not
anticipated),the Board of Directors may designate a substitute nominee or
nominees. If a substitute is nominated, Mr. Kania and Mr. McCabe are
expected to vote all valid proxies for the election of the substitute nominee
or nominees. Alternatively, the Board of Directors may also decide to leave
the board seat or seats open until a suitable candidate or candidates are
located, or it may decide to reduce the size of the Board.
INFORMATION REGARDING EXECUTIVE OFFICERS
Anderson L. McCabe, 47 years old, is President, Chief Executive Officer and
Chief Financial 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, 71 years old, is the Secretary and Treasurer of the Company
He is not active in the day-to-day operations of the Company or its
manufacturing subsidiary. Mr. Kania's principal occupations during the past
five years have been as Principal of Trikan Associates (real estate
ownership and management - investment firm); as a partner of the law firm
of Kania, Lindner, Lasak and Feeney; and as Chairman of Advanced Voting
Solutions, Inc. (Voting Equipment and Systems Company).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers (as defined in the SEC
regulations) and directors and persons who own more than ten percent of a
registered class of our equity securities to file reports of ownership and
changes in ownership with the SEC. Officers, directors, and greater than
ten percent shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished to
us, or representations that no forms were necessary, Management believes
that, during the past fiscal year, the officers, directors, and greater than
ten percent beneficial owners complied with all applicable filing
requirements.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Meetings of the Board of Directors and Standing Committees
The Board of Directors held two (2) meetings during the fiscal year ended
November 2, 2002. There was also one meeting of the Audit Committee
Attended by all members of the Audit Committee.
Audit Committee. The members of the audit committee are Arthur J. Kania
And Arthur J. Kania, Jr. Arthur J. Kania is the father-in-law and
Arthur J. Kania, Jr. is the brother-in-law of Anderson L. McCabe, the
President and Chief Financial Officer of the Company.
AUDIT COMMITTEE, AUDIT FEES, AND AUDITOR INDEPENDENCE
Audit Committee Report
The audit committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process, including the systems
of internal controls. In fulfilling its oversight responsibilities, the
committee reviewed the audited financial statements in the annual report with
Management, including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments,
and the clarity of disclosures in the financial statements.
The committee reviewed with the independent auditors who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Company's accounting principles,
and such other matters as are required to be discussed with the committee
under generally accepted auditing standards. In addition, the committee has
discussed with the independent auditors the auditors' independence from
management and the Company, including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility
of non-audit services with the auditors' independence.
The committee discussed with the Company's independent auditors the overall
scope and plans for their audit. The committee met with the independent
auditors to discuss the results of their examinations, their evaluations of
the Company's internal controls, and the overall quality of the Company's
financial reporting.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth on an accrual basis for the fiscal years
shown, the remuneration of the sole compensated executive officer of the
Company.
Summary Compensation Table
Other Total
Officer's Salary 2002 Base Salary Compensation Bonus Compensation
Anderson L. McCabe 75,000 5,000 25,000 105,000
President, Director
Officers Salary 2001
Anderson L. McCabe 75,000 500 35,000 117, 500
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
Cash Compensation
Name Annual Retainer Meeting Fees Consulting Fees Other Fees
Anderson L. McCabe $5,000 $0 $0 $0 0
Arthur J. Kania $5,000 $0 $0 $0 $14,500*
Arthur J. Kania, Jr.$5,000 $0 $0 $0 0
OPTION/SAR GRANTS
The Company did not grant stock options or stock appreciation rights during
Fiscal Year 2002, nor does it have any of such rights outstanding from prior
years.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During fiscal 2001, the Company incurred legal fees of $14,500 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. The firm of Mayer, Shanzer
& Mayer has been retained by the audit committee to prepare all corporate tax
returns required to be filed during fiscal year 2003. 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 2002 Annual Report of the Company, which includes consolidated financial
statements for the fiscal year ended November 2, 2002, accompanies this
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 2002 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.
The public may read and copy any materials filed by the Company with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
Company is an electronic filer. The SEC maintains an internet site that
contains reports, proxy and information statements, and other information
filed electronically by the Company. The address of that web site is
http://www.sec.gov.
STOCKHOLDER PROPOSALS
Any qualified Shareholder desiring to have his proposal included on the
Company's information statement for the annual meeting to be held in the
Year 2004 must submit such proposal in writing to the Company no later than
September 30, 2003.
OTHER MATTERS
Management does not know of any other business which is likely to be brought
before the 2003 Annual Meeting. However, in the event that other matters
properly come before the 2003 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
Riverton, New Jersey
March 7, 2003