Notice of Annual Meeting of Shareholders
To Be Held on June 6, 2006
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION (the "Company"),
will be held at 2:30 p.m. (EDST) on Tuesday, June 6, 2006 at the offices of
Kania, Lindner, Lasak and Feeney, Suite 525, Two Bala Plaza, 333 E. City
Avenue, Bala Cynwyd, PA 19004 to consider and act upon the following matters:
(1) To elect three (3) 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 May 8, 2006 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 29, 2005 is
enclosed herewith.
By Order of the Board of Directors
/S/ Anderson L. McCabe
Anderson L. McCabe
President
May 15, 2006
Management Information Statement
For Annual Meeting of Shareholders
To be held June 6, 2006
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. local time on
Tuesday, June 6, 2006 at the offices of Kania, Lindner, Lasak and Feeney, Suite
525, Two Bala Plaza, 333 E. 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 May 8, 2006 are
entitled to notice of the meeting and to vote at the meeting and any
adjournment thereof. At the close of business on May 8, 2006, 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. Dissenters' rights are
not applicable to the matters being proposed. 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 Class
Beneficial Owner Beneficial Owner
Rose Sayen, Trustee 510,853 66%
Arthur John Kania Trust
Suite 525, Two Bala Plaza
333 E. City Avenue
Bala Cynwyd, PA 19004
Security Ownership of Directors and Officers:
Name and Address of
Amount and Nature of Percent of Class
Beneficial Owner Beneficial Owner
Anderson L. McCabe 1,064(1) *
1912 Bannard Street
P.O. Box 221
Riverton, N.J. 08077
*Less than 1% of the outstanding Common Stock
Arthur J. Kania 23,723(1) 3%
Suite 525, Two Bala Plaza
333 E. City Avenue
Bala Cynwyd, PA 19004
Arthur J. Kania, Jr. 0(1) *
Suite 525, Two Bala Plaza
333 E. City Avenue
Bala Cynwyd, PA 19004
Directors and Officers
As a Group
24,787(1)
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 and a total of 10,000
shares (1.3% of the outstanding shares) owned by separate trusts for the
benefit of each of Arthur J. Kania's grandchildren. Mr. Kania has no voting
power with respect to such securities and 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 first aforementioned trust and father
of beneficiaries of the second aforementioned trusts, but has no power to vote
such shares in said trusts and is not a beneficial owner under the applicable
rules.
MATTERS TO BE ACTED UPON
Election of Directors
Three (3) 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 of shareholders. 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.
The following persons have been nominated for election to the Board of
Directors to succeed themselves in office:
Nominees (Age)
Positions with Company; Year First Became
Principal Occupation and Director of
Business Experience During Company
Past Five Years
Anderson L. McCabe (50)
Director of the Company; 1987
President, Chief Executive
Officer and Chief Financial
Officer of the Company.
Arthur J. Kania (74)
Director of the Company; 1977
Secretary and Treasurer of
the Company; Principal of
Trikan Associates (real
estate ownership and manage-
ment-investment firm); Partner
of Kania, Lindner, Lasak and
Feeney (law firm).
Arthur J. Kania, Jr. (50)
Director of the Company; 1987
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
shareholders 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, 50 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, 74 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.
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
during Fiscal Year 2005.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Audit Committee and Audit Committee Financial Expert
Our Board of Directors functions as an audit committee and performs some of the
same functions as an audit committee including: (1) selection and oversight of
our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; and (3) engaging outside advisors. We are not a "listed
company" under SEC rules and are therefore not required to have an audit
committee comprised of independent directors. Our Board of Directors does not
have an independent director. Our Board of Directors has determined that each
of its members is able to read and understand fundamental financial statements
and has substantial business experience that results in that member's
financial sophistication. Accordingly, the Board of Directors believes that
each of its members has the sufficient knowledge and experience necessary to
fulfill the duties and obligations that an audit committee member would have.
Board Meetings; Nominating and Compensation Committees
Given the size of the Company and its Board of Directors, much of its decision
making is made through telephone calls and intermittent informal meetings; when
formalization is necessary, the Board conducts formal meetings or acts by
written consent. In Fiscal 2005, there was one consent in lieu of a Board
Meeting.
Our directors and officers do not receive remuneration from us unless
approved by the Board of Directors. No such payment shall preclude any
director from serving us in any other capacity and receiving compensation
therefor. A total of $2,500 has been paid to each director for services as
director during the last fiscal year.
We are not a "listed company" under SEC rules and are therefore not required to
have a compensation committee or a nominating committee. We do not currently
have a compensation committee. Our Board of Directors is currently comprised
of only three members, one of whom acts as Chief Executive Officer and Chief
Financial Officer.
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
Base Other Total
Officer Year Salary Compensation Bonus Compensation
Anderson L. McCabe 2005 $75,000 $2,500* $25,000 $102,500
President, 2004 $75,000 $2,500* $15,000 $ 92,500
Chief Financial 2003 $75,000 $5,000* $25,000 $105,000
Officer and Director
*Annual Retainer as Director
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
Cash Compensation
Name
Annual
Meeting
Consulting
Other
Retainer Fees Fees Fees
Anderson L. McCabe
$2,500
$0
$0
$0
Arthur J. Kania
$2,500
$0
$0
$62,043.50*
Arthur J. Kania, Jr.
$2,500
$0
$0
$0
*Fees paid to law firm of which Mr. Kania is the senior partner; he does
not share or participate in such fees.
OPTIONS/SAR GRANTS/OTHER LONG TERM COMPENSATION
The Company did not grant stock options or stock appreciation rights during
Fiscal Year 2005, nor does it have any of such rights outstanding from prior
years. The Company does not provide other long term compensation or awards.
CERTAIN TRANSACTIONS AND FAMILY RELATIONSHIPS AMONG OFFICERS AND DIRECTORS
Arthur J. Kania is the father of Arthur J. Kania, Jr. and the father-in-law of
Anderson L. McCabe. Those individuals constitute the Board of Directors.
Anderson L. McCabe is the sole executive officer. Rose Sayen, an employee of
Arthur J. Kania, is the Trustee of the Arthur J. Kania Trust, which is the
principal shareholder of the Company.
During Fiscal year 2005, we incurred legal fees of $62,043.50 to the firm of
Kania, Lindner, Lasak and Feeney, of which Arthur J. Kania is the Senior
partner. Mr. Kania does not share or participate in fees generated from
the Company.
During Fiscal Year 2005, we incurred consulting fees of $26,697.44 to Sandra
McCabe, the wife of our President. This consulting relationship was
terminated as of the end of Fiscal 2005 and no such fees have been paid or
accrued for the current year.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Goff, Backa, Alfera & Company, LLC has acted as independent certified public
accountants for the Company since 2004. No change is presently contemplated.
The Company has been advised that neither that accounting firm nor any member
thereof has any direct financial interest or any material indirect interest
in the Company. We do not expect a representative of Goff, Backa, Alfera &
Company, LLC to be present at the Meeting or to be available for questioning
at the Meeting.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Type
2004
2005
Audit Fees:
$21,000 $24,434
Review of Schedule 14C filing:
$ -0-
$ 1,539
Tax Fees:
$ -0-
$ -0-
Other Fees:
$ -0-
$ -0-
(1) AUDIT FEES
The aggregate fees billed or accrued for each of the last two fiscal
years for professional services rendered by the principal accountant for the
audit of the Company's annual financial statements and review of financial
statements included in the Company's Form 10-KSB (17 CFR 249.308a) or
10-QSB (17 CFR 249.308b) or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years was $21,000 for the fiscal year ended October 30, 2004
and $24,434 for the Fiscal Year ended October 29, 2005.
(2) AUDIT-RELATED FEES
A fee of $1,539 relates to the review of a Company SEC filing in 2005 which
was reasonably related to the performance of the audit or review of the
Company's financial statements.
(3) TAX FEES
There were no fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning.
ANNUAL REPORT ON FORM 10-KSB
The 2005 Annual Report of the Company, which includes consolidated financial
statements for the fiscal year ended October 29, 2005, 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 2005 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 Company is an electronic filer. The SEC maintains an internet site that
contains periodic reports, information statements, and other information filed
electronically by the Company. The address of that web site is
http://www.sec.gov. The Company also provides a link to all its current SEC
Filings at its Internet web site: http://www.optsciences.com.
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
2007 must submit such proposal in writing to the Company no later than September
30, 2006.
OTHER MATTERS
Management does not know of any other business which is likely to be brought
before the 2006 Annual Meeting. However, in the event that other matters
properly come before the 2006 Annual Meeting, they will be acted upon
accordingly.
By Order of the Board of Directors
/S/ Anderson L. McCabe
Anderson L. McCabe
President
Riverton, New Jersey
May 15, 2006
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Opt-Sciences Corporation
Opt-Sciences Corporation
1912 Bannard Street
Post Office Box 221
Riverton, New Jersey 08077-0221
Tel 856-829-2800
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY ANDYOU ARE REQUESTED NOT TO SEND US A PROXY.