UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
OPT-SCIENCES CORPORATION
(Name of Registrant As Specified In Its Charter)
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pursuant to Exchange Act
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and state how it was determined): ___________________________________
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was paid previously. Identify the previous filing by registration
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OPT-SCIENCES CORPORATION
1912 Bannard Street
Post Office Box 221
Riverton, New Jersey 08077-0221
(856) 829-2800
optsciences.com
Notice of Annual Meeting of Stockholders
To Be Held on March 25, 2010
To the Stockholders of OPT-SCIENCES CORPORATION
The Annual Meeting of Stockholders of OPT-SCIENCES CORPORATION
(the "Company"), will be held at 2:30 p.m. (EDST) on Thursday,
March 25, 2010 at the offices of Kania, Lindner, Lasak and Feeney,
in the Sinkler Building, Suite 108, 560 E. Lancaster Avenue (at the
intersection with Radnor Chester Road), St. Davids, PA 19087 to consider
and act upon the following matters:
(1) To elect three (3) directors to serve until the next annual meeting
of Stockholders or until their successors have been elected and qualified;
(2) To transact such other business as may properly come before the
Meeting and any adjournment or postponement thereof.
Only Stockholders of record on the books of the Company at the close of
business on February 5, 2010 will be entitled to notice of and vote at
the Meeting and any adjournment or postponement thereof.
The Annual Report of the Company for the year ended October 31, 2009
is enclosed herewith.
By Order of the Board of Directors
/s/ Anderson L. McCabe
Anderson L. McCabe
President
February 12, 2010
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 Stockholders
To be held March 25, 2010
Management has furnished this statement to Stockholders regarding
matters to be voted at the Annual Meeting of Stockholders of
Opt-Sciences Corporation. The Annual Meeting will be held at
2:30 p.m. EDST on Thursday, March 25, 2010 at the offices of Kania,
Lindner, Lasak and Feeney, in the Sinkler Building, Suite 108, 560
E. Lancaster Avenue (at the intersection with Radnor Chester Road),
St. Davids, PA 19087.
QUESTIONS AND ANSWERS REGARDING THE INFORMATION
STATEMENT, ANNUAL REPORT AND ANNUAL MEETING
Why am I receiving these materials?
The Board of Directors of Opt-Sciences Corporation (sometimes referred
to as "Opt-Sciences" or the "Company") is providing this information to
you as a Stockholder of record in connection with the Opt-Sciences Annual
Meeting of Stockholders. The purposes of the Annual Meeting are set forth
in the accompanying Notice of Annual Meeting of Stockholders and this
Information Statement.
Internet Availability of the Information Statement and related Materials
We are furnishing the Information Statement and related materials to our
Stockholders via the Internet, rather than mailing printed copies of those
materials to each Stockholder. If you received a Notice of Internet
Availability by mail, you will not also receive a printed copy of the
Information Statement and related materials unless you request them.
Instead, the Notice of Internet Availability will instruct you as to how
you may access and review the Information Statement and related materials.
If you received a Notice of Internet Availability by mail and would like
to receive a printed copy of our Information Statement and related
materials, please follow the instructions included in the Notice of
Internet Availability.
We anticipate that the Notice of Internet Availability will be mailed to
stockholders on or about February 12, 2010.
Am I entitled to vote at the Annual Meeting?
You may vote if our records showed that you owned shares of Opt-Sciences
Corporation as of February 5, 2010 (the "Record Date"). Each share of
Common Stock is entitled to one vote, and a majority of the Common Stock
is required to approve each proposal at the Meeting.
Stockholders of Record: Shares Registered in Your Name
If on February 5, 2010 your shares were registered directly in your name
with the Company's transfer agent, Stocktrans, then you are a Stockholder
of record. As a Stockholder of record, although not requested to vote,
you are invited to attend the Meeting.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on February 5, 2010 your shares were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer or other similar
organization, then you are the beneficial owner of shares held in "street
name" and this Information Statement is being forwarded to you by that
organization. The organization holding your account is considered the
Stockholder of record for purposes of voting at the Meeting. As a
beneficial owner you are invited to attend the Meeting.
Is this a Proxy Statement? No. This is not a proxy statement.
We are not asking you for a proxy and you are requested not to send us
a proxy.
Why am I not being asked to vote?
The Arthur J. Kania Trust owns a majority or greater than 51% of the
issued and outstanding shares of Common Stock of the Company and has
advised us that it intends to provide Anderson L. McCabe and Arthur J.
Kania with a proxy to vote for the reelection of the Management slate
of directors and such other matters that might come before the Meeting.
Such proxy is sufficient to take such actions, and so additional proxies
are not needed or required for the Meeting.
What do I need to do now?
Nothing. These materials are provided to inform you and do not require
or request you to do anything.
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. Stockholders of record at the close of business
of February 5, 2010 are entitled to notice of the Meeting and to vote
at the Meeting and any adjournment or postponement thereof. At the
close of business on February 5, 2010, 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. Each share of Common Stock
entitles the holder at the record date to one vote at the Meeting.
PRINCIPAL STOCKHOLDER AND QUORUM
A quorum of Stockholders is necessary to hold a valid meeting. A quorum
will be present if Stockholders holding at least a majority of the
outstanding shares are present at the Meeting in person or represented
by proxy. On the record date, there were 775,585 shares outstanding and
entitled to vote. Thus, 387,793 shares must be present in person or
represented by proxy at the Meeting to have a quorum. A Trust for the
benefit of the children of Arthur J. Kania owns 510,853 shares (66% of
the outstanding shares). 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 Stockholders. 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 108, 560 E. Lancaster Avenue
St. Davids, PA 19087
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 108
560 E. Lancaster Avenue
St. Davids, PA 19087
Arthur J. Kania, Jr. 0(1) *
Suite 108
560 E. Lancaster Avenue
St. Davids, PA 19087
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% 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
Proposal 1: 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 Stockholders or 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
Stockholder action. The vacancy may be filled for the remainder
of the term, which is until the next annual meeting of stockholders.
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 Became
Occupation and Business Experience Director of Company
During Past Five Years (1)
Anderson L. McCabe (54) Director of the Company; President, Chief 1987
Executive Officer and Chief Financial Officer
of the Company
Arthur J. Kania (78) 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. (54) Director of the Company; Principal of Trikan 1987
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.
INFORMATION REGARDING OFFICERS
Anderson L. McCabe, 54 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.
Arthur J. Kania, 78 years old, is the Secretary of the Company
and its manufacturing subsidiary. He is not active in the
day-to-day operations of either 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 the senior
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 stock-
holders 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 2009.
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 2009, 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 $5,000 has been paid to each director for services as
director during the last fiscal year.
We are not a "listed company" under SEC rules and are therefore
not required to have a compensation committee or a nominating
committee. We do not currently have a compensation committee.
Our Board of Directors is currently comprised of only three
members, one of whom acts as Chief Executive Officer and Chief
Financial Officer.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth on an accrual basis for the
fiscal years shown, the remuneration of the sole compensated
executive officer of the Company.
Summary Compensation Table
(a) (b) (c) (d) (e) (f)
All other
Name and Principal Fiscal Salary Bonus compensation Total
Position Year ($) ($) ($) ($)
Anderson L. McCabe 2009 130,000 15,000 9,249* 154,249*
President, CEO, CFO, 2008 125,000 25,000 12,624** 162,624**
Treasurer and Director
*Includes director's fee of $5,000 and Company matching
contribution to 401K Plan of $4,249.
**Includes directors fee of $7,500 and Company matching
contribution to 401K Plan of $5,124.
DIRECTOR COMPENSATION FOR FISCAL YEAR 2009
The following table sets forth the compensation of our
non-employee directors. Our employee director, Anderson L.
McCabe, receives the same compensation as the other directors
for his services as director. His director fees are included
in his total compensation in the Summary Compensation Table
above.
Cash Compensation
Name Annual Total
Retainer Compensation
Arthur J. Kania* $5,000 $5,000
Arthur J. Kania, Jr $5,000 $5,000
*See Certain Transactions and Relationships below.
OPTIONS / SAR GRANTS / OTHER LONG TERM COMPENSATION
The Company did not grant stock awards, stock options or stock
appreciation rights during Fiscal Year 2009, nor does it have
any of such rights outstanding from prior years. The Company
does not provide non equity incentive plan compensation or
non qualifying deferred compensation.
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 Stockholder of the
Company.
During Fiscal year 2009, we incurred legal fees of $47,500
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 2008 2009
Audit Fees: $32,202 $34,470
Audit Related Fees: -0- -0-
Tax Fees -0- -0-
Other Fees -0- -0-
Total Fees $32,202 $34,470
(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, 10K, 10-QSB or 10-Q
or services that are normally provided by the accountant in
connection with statutory and regulatory filings or
engagements for those fiscal years was $34,470 for the
Fiscal Year ended October 31, 2009 and $32,202 for the
Fiscal Year ended November 1, 2008.
(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 professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning.
ANNUAL REPORT ON FORM 10-K
The 2009 Annual Report of the Company on Form 10K, which
includes consolidated financial statements for the fiscal
year ended October 31, 2009, 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
Meeting, the Company will send to such person, without
charge, a copy of its Annual Report on Form 10-K for
fiscal year 2009 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
Company provides a link to all its current SEC Filings at
its Internet web site: http://www.optsciences.com. The
SEC also 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.
STOCKHOLDER PROPOSALS
Any qualified Stockholder desiring to have his proposal
included on the Company's Information Statement for the
annual meeting of Stockholders to be held in the Year
2011 must submit such proposal in writing to the Company
no later than December 23, 2010.
Proposal 2: OTHER MATTERS
Other Business
Management does not know of any other business which is
likely to be brought before the Meeting. However, in
the event that other matters properly come before the
Meeting, they will be acted upon accordingly.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Only one Information Statement may be delivered
to multiple Stockholders sharing an address unless the
Company has received contrary instructions from one or
more Stockholders. The Company will undertake to
deliver promptly upon written or oral request, a
separate copy of this Information Statement to a
Stockholder at a shared address to which the Company
has delivered a single copy of the Information Statement.
If a Stockholder wishes to notify the Company that he or
she wishes to receive a separate copy of this Information
Statement, the Stockholder may contact the President of
the Company at (856)-829-2800 or at 1912 Bannard Street,
Post Office Box 221, Riverton, NJ 08077-0221.
Important Notice Regarding the Availability of the
Notice of Stockholders Meeting to be Held on March 25,
2010, Management Information Statement and Annual Report
to Stockholders on Form 10K:
The Notice of the 2010 Stockholders Meeting, the
Management Information Statement and the 2009 Annual
Report to Stockholders on Form 10K are available at the
Company's website: http://www.optsciences.com/id10.html.
By Order of the Board of Directors
/s/ Anderson L. McCabe
Anderson L. McCabe
President
Riverton, New Jersey
February 12, 2010
Opt-Sciences Corporation
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