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 26, 2008
To the Shareholders of OPT-SCIENCES CORPORATION
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION (the
"Company"), will be held at 2:30 p.m. (EDST) on Wednesday, March 26, 2008 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 February 1, 2008 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 27, 2007 is
Enclosed herewith.
By Order of the Board of Directors
______________________________
Anderson L. McCabe
President
March 3, 2008
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Management Information Statement
For Annual Meeting of Shareholders
To be held March 26, 2008
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
Wednesday, March 26, 2008 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 February 1, 2008 are
entitled to notice of the meeting and to vote at the meeting and any adjourn-
ment thereof. At the close of business on February 1, 2008, 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) *
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077
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 24,781(1) 3%
As a Group
*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% 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. 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.
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, Principal Year First
Occupation and Business Experience Became
During Past Five Years(1) Director of
Company
- ----------------------- ------------------------------------ ------------
Anderson L. McCabe (52) Director of the Company; President, 1987
Chief Executive Officer and Chief
Financial Officer of the Company
Arthur J. Kania (76) Director of the Company; Secretary 1977
of Company; Principal of Trikan
Associates (real estate ownership
and management-investment firm;
Partner of Kania, Lindner, Lasak
and Feeney (law firm)
Arthur J. Kania, Jr.(52) Director of the Company; Principal 1987
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.
INFORMATION REGARDING EXECUTIVE OFFICERS
Anderson L. McCabe, 52 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, 76 years old, is the Secretary 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); and 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 2007.
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 should have for a
business such as the Company.
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 2007, there were two Board Meetings attended by
all Directors.
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 therefore. A total
of $7,500 has been paid to each director for services as director during the
last fiscal year.
We are not a "listed company" under SEC rules and are therefore not required to
have a compensation committee or a nominating committee. We do not currently
have a compensation committee. Our Board of Directors is currently comprised
of only three members, one of whom acts as Chief Executive Officer and Chief
Financial Officer.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth on an accrual basis for the fiscal years shown,
the remuneration of the sole compensated executive officer of the Company.
SUMMARY COMPENSATION
- -------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name and Year Salary Bonus Stock Option Nonequity Non- All Total
principal ($) ($) awards awards incentive qualified other ($)
position ($) ($) plan deferred compen-
compen- compen- sation
sation sation ($)
($) earnings
($)
- ----------- ---- ------- ------ ----- ----- ---------- ------- ------ -------
Anderson L. 2007 118,750 25,000 0 0 0 0 11,130* 154,880
McCabe 2006 93,750 25,000 0 0 0 0 7,394** 126,144
President,
CEO, CFO,
Treasurer,
And Director
- -------------------------------------------------------------------------------
*Includes directors fee of $7,500 and
Company matching contribution to 401(K) Plan of $3,630
**Includes directors fee of $5,000 and
Company matching contribution to 401(K) Plan of $2,394
DIRECTOR COMPENSATION FOR FISCAL YEAR 2007
Cash Compensation
Name Annual Meeting Consulting Other
Retainer Fees Fees Fees
- -------------------- --------- ------- ---------- -----
Anderson L. McCabe $7,500 $0 $0 $0
Arthur J. Kania $7,500 $0 $0 $0*
Arthur J. Kania, Jr. $7,500 $0 $0 $0
*See Certain Transactions and Relationships below.
OPTIONS/SAR GRANTS/OTHER LONG TERM COMPENSATION
The Company did not grant stock options or stock appreciation rights during
Fiscal Year 2007, 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 ofthe Company.
During Fiscal year 2007, we incurred legal fees of $40,500 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.
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 2007 2006
- ----------------------------- -------- --------
Audit Fees $28,468 $26,682
Review of Schedule 14C filing -0- -0-
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 $28,468 for the Fiscal year ended October 27, 2007 and $26,682
for the Fiscal year ended October 28, 2006.
(2) AUDIT-RELATED FEES
There were no fees billed in either of the last two fiscal years for audit
related matters rendered by the principal accountant.
(3) OTHER FEES
There were no fees billed in each of the last two fiscal years for profes-
sional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning.
ANNUAL REPORT ON FORM 10-KSB
The 2007 Annual Report of the Company, which includes consolidated financial
statements for the fiscal year ended October 27, 2007, 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 2007 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 with the S.E.C. 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 2009 must submit such proposal in writing to the Company no later
than September 30, 2008.
OTHER MATTERS
Management does not know of any other business which is likely to be brought
before the 2008 Annual Meeting. However, in the event that other matters
properly come before the 2008 Annual Meeting, they will be acted upon
accordingly.
By Order of the Board of Directors
Anderson L. McCabe
President
Riverton, New Jersey
March 3, 2008