SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ X ] Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as Permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12e
UNITED-GUARDIAN, INC.
-----------------------------------------------
(Name of Registrant as specified in Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------
UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------
To Be Held May 19, 1999
-----------------------
To the Stockholders of UNITED-GUARDIAN, INC.:
You are hereby notified that the annual meeting of the stockholders
of UNITED-GUARDIAN, INC., a Delaware corporation (the "Company"), will be
held at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville, NY
11747 on Wednesday, May 19, 1999 at 10:00 A.M. local time, for the
following purposes:
1. To elect nine (9) directors to serve until the next annual
meeting of the stockholders and until their respective
successors are elected and qualified;
2. To ratify the selection by the Company of Grant Thornton LLP,
independent certified public accountants, to audit the
financial statements of the Company for the fiscal year ending
December 31, 1999; and
3. To transact such other matters as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 26,
1999 are entitled to notice of and to vote at the meeting.
By order of the Board of Directors
Robert S. Rubinger, Secretary
Dated: April 19, 1999
RETURN OF PROXIES
A Proxy and Business Reply Envelope are enclosed for your use
if you do not plan to attend the Annual Meeting in person. We
urge each stockholder who is unable to attend the Annual
Meeting to vote promptly by signing and returning his or her
proxy, regardless of the number of shares held.
UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788
(516) 273-0900
Proxy Statement
The enclosed proxy is solicited by the Board of Directors of
UNITED-GUARDIAN, INC. (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 A.M., local time,
on Wednesday, May 19, 1999, at the Huntington Hilton Hotel, 598 Broad
Hollow Road, Melville, NY 11747, and at any adjournments thereof. A proxy
granted hereunder is revocable at any time before it is voted by (a) a
duly executed proxy bearing a later date, (b) written notice to the
Secretary of the Company received by the Company at any time before such
proxy is voted at the Annual Meeting, or (c) revocation in person at the
Annual Meeting.
It is anticipated that the mailing of this Proxy Statement and the
accompanying Proxy to Stockholders will commence on or about April 19,
1999.
SOLICITATION OF PROXIES
The persons named as proxies are Dr. Alfred R. Globus and Kenneth H.
Globus.
All shares represented by properly executed, unrevoked proxies
received in proper form and in time for use at the Annual Meeting will be
voted in accordance with the directions specified thereon and otherwise
in accordance with the judgment of the persons designated as proxies. Any
proxy on which no direction is specified will be voted in the favor of
the nominees to the Board of Directors listed in this Proxy Statement and
in favor of the other proposals set forth in the Notice of Annual
Meeting.
The cost of preparing, assembling and mailing the Notice of Annual
Meeting, Proxy Statement, proxy card and other materials enclosed, will
be borne by the Company. In addition to the solicitation of proxies by
use of the mails, officers and employees of the Company may solicit
proxies by telephone, telegram or personal interview. The Company will
request brokerage houses and other custodians, nominees and fiduciaries
to forward soliciting materials to the beneficial owners of stock held of
record by such persons, and will reimburse such persons for their
expenses in forwarding soliciting material.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
--------------------------------------------
Outstanding Shares And Voting Rights
- ------------------------------------
Only holders of record of the Company's Common Stock, par value $.10
per share ("Common Stock"), at the close of business on March 26, 1999,
will be entitled to notice of and to vote at the Annual Meeting. On March
26, 1999, there were 4,883,139 shares of Common Stock issued and
outstanding. Each outstanding share of Common Stock is entitled to one
vote on all matters, which vote may be given in person or by proxy. There
are no cumulative voting rights.
The nine (9) nominees for director receiving the greatest number of
votes cast by the holders of Common Stock will be elected directors.
The affirmative vote of the holders of a majority of shares of
Common Stock eligible to vote at the Annual Meeting is necessary for the
approval of the proposal to ratify the selection by the Company of Grant
Thornton LLP to audit the financial statements of the Company for the
fiscal year ending December 31, 1999.
Under Delaware law shares as to which a stockholder abstains or
withholds authority to vote and shares as to which a broker indicates
that it does not have discretionary authority to vote ("broker
non-votes") will be treated as present at the Annual Meeting for the
purposes of determining a quorum. Proxies marked "Withhold Authority"
with respect to the election of one or more directors will not be counted
in determining whether a plurality of the shares of Common Stock voted at
the Annual Meeting in the election have been voted in favor of the
nominee for director. Proxies marked "Abstain" with respect to other
matters will have the effect of a vote against ratification of the
selection of Grant Thornton LLP to audit the financial statements of the
Company for the fiscal year ending December 31, 1999.
Principal Stockholders
- ----------------------
The following table sets forth the shares of the Company's Common
Stock owned beneficially by each person who, as of March 8, 1999, owned
of record or is known to have owned beneficially more than 5% of the
outstanding Common Stock.
Name and Address
of Beneficial Owner Amount Beneficially Owned Percentage of Class
- ------------------- ------------------------- -------------------
Dr. Alfred R. Globus 1,710,706 (1) 34.7%
26-53 210th Street
Bayside, NY 11360
Kenneth H. Globus 576,053 (2) 11.7%
19 McCulloch Dr.
Dix Hills, NY 11746
(1) Includes 14,084 shares owned by the Globus Foundation, of which Dr.
Globus is President, and 882 shares owned by the University of Science
and Theology, of which he is President and Director.
(2) Includes currently exercisable options to purchase 8,000 shares of
Common Stock.
Security Ownership Of Management
- --------------------------------
The following information is furnished with respect to ownership of
shares of Common Stock as of March 8, 1999, by each Director and by all
Directors and Officers of the Company as a group (11 persons). Ownership
of shares by the persons named below includes sole voting and investment
power held by such persons.
Name Number of Shares Percent of Class
-------------------- ---------------- ----------------
Dr. Alfred R. Globus 1,710,706 (1) 34.7
Henry P. Globus 4,940 (2) *
Benjamin Wm. Mehlman 9,587 (2) *
Charles W. Castanza 9,005 (2) *
Robert S. Rubinger 9,037 (2) *
Kenneth H. Globus 576,053 (2) 11.7
Alan E. Katz 6,000 (2) *
Lawrence F. Maietta 6,000 (2) *
Arthur Dresner 5,000 *
All officers and directors
as a group (11 persons) 2,347,131 (1)(2) 47.8
* Less than one percent (1%)
(1) Includes 14,084 shares owned by the Globus Foundation of which
Dr. Globus is President, and 882 shares owned by the University
of Science and Theology, of which he is President and Director.
(2) Includes currently exercisable options to purchase the number
of shares of Common Stock set forth after each person's name
and all Officers and Directors as a group: Charles W. Castanza
- 8,000; Robert S. Rubinger - 5,000; Kenneth H. Globus - 8,000;
Henry P. Globus - 2,000; Benjamin Wm. Mehlman - 4,000; Lawrence
F. Maietta - 6,000; Alan E. Katz - 4,000; and all Officers and
Directors as a group - 42,500.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Nominees For Election As Directors
- ----------------------------------
Nine directors are to be elected to serve until the next Annual
Meeting of Stockholders and until their successors have been elected and
qualified. Set forth in the table below are the names of all nominees
designated by management for election as directors, the principal
occupation or employment of each nominee for the past five years, his
present positions with the Company and the year he was first elected
director.
Year First
Name and Position Principal Occupation During Elected a
with the Company Age the Past Five Years Director
- --------------- --- --------------------------- ----------
Dr. Alfred R. Globus 78 From July 1988 to date, 1942
C.E.O. and Director Chairman of the Board
and C.E.O. of the
Company. For more than
5 years prior thereto,
Chairman of the Board and
President. From February 1982
to November 1997 Chief Financial
Officer of the Company.
Henry P. Globus 76 From July 1988 to date, 1947
Director business consultant.
For more than five years prior
thereto, Executive Vice President of
the Company.
Benjamin Wm. Mehlman 88 Retired since February 1999. 1964
Director Counsel to the New York law firm
of Wilfred T. Friedman, P.C.,
and its predecessor, Friedman and
Shaftan, P.C. for more than five
years prior thereto.
Charles W. Castanza 66 From April 1986 to date, Vice 1982
Vice President and President of the Company. For
Director more than five years prior thereto,
Operations Manager of Chemicals &
Pharmaceuticals for the Company.
Robert S. Rubinger 56 From July 1988 to date, Executive 1982
Executive Vice President, Vice President and Secretary. For
Secretary, Treasurer and more than five years prior thereto,
Director Vice President and Secretary of the
Company. Treasurer of the Company
since May 1994.
Kenneth H. Globus 47 From July 1988 to date, President 1984
President, Chief and General Counsel of the Company.
Financial Officer For more than 5 years prior
and Director thereto, Vice President and
General Counsel of the
Company. Chief Financial Officer
since November 1997.
Alan E. Katz 55 Partner in the law firm of 1994
Director Greenfield Stein & Senior, LLP,
New York, NY since 1984.
Lawrence F. Maietta 41 Partner in the accounting firm of 1994
Director Bonamasssa & Maietta, CPA's,
Brooklyn, NY, since October 1991. For
more than 5 years prior thereto,
partner in the accounting firm of
Wilfred Wyler & Co. Controller of the
Company from October 1991 to November
1997.
Arthur Dresner 57 Engaged as "Of Counsel" to the law 1997
Director firm of McAuley Nissen Goldberg Kiel
& Hand, New York, NY since June 1998.
Attorney in private practice and
independent business consultant since
January 1997. For more than 5 years
prior thereto, a Vice President in
corporate development and general
management of International Specialty
Products Inc., Wayne, N.J.
Dr. Alfred R. Globus and Henry P. Globus are brothers. Kenneth H.
Globus is the son of Henry P. Globus and the nephew of Dr. Alfred R.
Globus. There are no other family relationships between any Director or
Officer of the Company.
Section 16(A) Beneficial Ownership Reporting Compliance
- ------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires the Company's officers, directors and persons who own more than
10% of a class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based on (i) a review of copies of Forms
3, 4, and 5 and any amendments thereto furnished to the Company and (ii)
statements signed by each responsible person regarding his or her
obligation to file Forms 3, 4, and 5 during the fiscal year ended
December 31, 1998, the Company believes that all persons subject to the
reporting requirements pursuant to Section 16(a) filed the required
reports on a timely basis with the SEC except as follows: Robert S.
Rubinger failed to file a Form 4 on a timely basis in connection with the
exercise of an option in June 1998 under the Company's 1993 Employee
Incentive Stock Option Plan.
Meetings And Compensation
- -------------------------
During the fiscal year ended December 31, 1998, the Board of
Directors held four meetings. All Directors attended all of the meetings
with the exception of Dr. Alfred R. Globus, who missed one meeting, and
Henry P. Globus, who missed two meetings.
Benjamin Wm. Mehlman received a retainer in the amount of $8,000 for
services as counsel to the Company during 1998.
The Board of Directors has an Audit Committee to meet and review
with the independent accounting firm of Grant Thornton LLP the plan,
scope and results of its audits. It discusses recent developments in
financial records and reporting. The Audit Committee also reviews with
the independent accountants the adequacy of the Company's internal
control system, and reports its findings to the Board of Directors.
Current members of the Audit Committee are Messrs. Benjamin Wm. Mehlman,
Alan E. Katz, Lawrence F. Maietta, and Arthur Dresner. There was one
meeting of the Audit Committee during the fiscal year ended December 31,
1998. Directors receive a fee of $500.00 for attending each meeting. The
Board of Directors has a Stock Option Committee which meets periodically
to grant options under the 1993 Employee Incentive Stock Option Plan and
the Non-Statutory Stock Option Plan For Directors. The committee consists
of two directors. No fee is paid to such committee members. There were no
Stock Option Committee meetings during 1998. The Board does not have a
Nominating or Compensation Committee or committees performing similar
functions.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
- --------------------------
The following table sets forth for the three years ended December
31, 1998 certain information concerning the compensation paid or accrued
to the Chief Executive Officer of the Company and the only other
executive officer of the Company whose total salary and bonus for the
fiscal year ended December 31, 1998 exceeded $100,000.
Annual Compensation Long-Term Compensation
----------------------------- ------------------------------------
Awards Payouts
-------------------- ---------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options LTIP Compen-
Position Year* Salary Bonus sation Award(s) /SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
Alfred R. Globus, 1996 $ 92,057 -- -- 1 -- -- -- --
Chief Executive 1997 $ 93,617 -- -- 1 -- -- -- --
Officer 1998 $ 97,015 -- -- 1 -- -- -- --
Kenneth H. Globus, 1996 $140,624 -- -- 1 -- 2,000 -- $2,762 2
President 1997 $143,020 -- -- 1 -- 2,000 -- $2,728 2
1998 $150,196 -- -- 1 -- -- -- $2,947 2
* Year ended on December 31 of such year.
1 The amount of personal benefits received by Alfred R. Globus
and Kenneth H. Globus for these periods did not exceed
reporting thresholds.
2 Under its 401(k) Plan for all of its employees, the Company
makes a contribution of up to 2% of each employee's weekly pay
for an employee's elective deferral of 4% of weekly pay. This
amount represents the Company's contribution for each year.
Stock Options
- -------------
During the fiscal year ended December 31, 1998 the Company did
not grant any Options to purchase Commom Stock under either the 1993
Employee Incentive Stock Option Plan or the Non-Statutory Stock Option
Plan For Directors.
The following table sets forth certain information with respect
to options to purchase Common Stock held on December 31, 1998 by the
persons listed in the Summary Compensation table above.
Underlying Value of
Number of Securities Unexercised in-the-Money
Unexercised Options/SARs at Options/SARs at
December 31, 1998 December 31, 1998
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
Alfred R. Globus 0/0 $ 0/0
Kenneth H. Globus 8,000/0 $14,875/0
Compensation of Directors
- -------------------------
Non-officer directors receive a fee of $500.00 for each meeting
attended. All other directors receive $250.00 for preparation for each
meeting.
APPOINTMENT OF AUDITORS
-----------------------
The firm of Grant Thornton LLP, independent certified public
accountants, of Melville, N.Y., has been selected by the Board of
Directors to be the independent auditors of the Company for the fiscal
year ending December 31, 1999. The selection of such firm is subject to
ratification by the stockholders at the Annual Meeting. Management
believes that the firm is well qualified and recommends a vote in favor
of the ratification.
Representatives of Grant Thornton LLP are expected to be present at
the Annual Meeting and will have an opportunity to make a statement, if
they desire to do so, and will be available to respond to appropriate
questions.
ANNUAL REPORT TO STOCKHOLDERS
-----------------------------
The Annual Report to Stockholders for the fiscal year ended December
31, 1998 accompanies this Proxy Statement.
STOCKHOLDER PROPOSALS
---------------------
The Company anticipates that its 2000 annual meeting will be held in
May 2000. Stockholders who intend to present proposals at the Company's
2000 annual meeting of stockholders must submit their proposals to the
Secretary of the Company on or before December 21, 1999.
OTHER BUSINESS
--------------
Management of the Company knows of no business other than that
referred to in the foregoing Notice of Annual Meeting and Proxy Statement
that may come before the Annual Meeting.
By order of the Board of Directors
Robert S. Rubinger, Secretary
Dated: April 19, 1999
UNITED-GUARDIAN, INC.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL
REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1998, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES, BUT EXCLUDING EXHIBITS, TO EACH STOCKHOLDER WHO
REQUESTS THE 10-KSB IN WRITING ADDRESSED TO ROBERT S. RUBINGER,
CORPORATE SECRETARY, UNITED-GUARDIAN, INC., P.O. BOX 18050,
HAUPPAUGE, NEW YORK 11788.
UNITED-GUARDIAN, INC.
230 Marcus Blvd. - P. 0. Box 18050 - Hauppauge, NY 11788
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. Alfred R. Globus and Kenneth H.
Globus, and each of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of common stock of United-Guardian, Inc.
held of record by the undersigned on March 26, 1999 at the annual meeting
of stockholders to be held on Wednesday, May 19, 1999, 10:00 a.m. local
time at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville,
N.Y. 11747, or any adjournment thereof.
1. ELECTION OF DIRECTORS.
_ _
FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for |_|
(except as marked to the all nominees listed below contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Dr. Alfred R. Globus Charles W. Castanza Arthur Dresner
Henry P. Globus Robert S. Rubinger Alan E. Katz
Benjamin Wm. Mehlman Kenneth H. Globus Lawrence F. Maietta
2. PROPOSAL TO APPROVE THE APPOINTMENT OF GRANT THORNTON LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1999.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
In their discretion, the proxies are authorized to vote upon
matters incident to the conduct of the meeting and upon such other
business (which the Board of Directors did not know, prior to
making this solicitation, would come before the meeting) as may
properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted FOR proposals 1 and 2.
DATED:__________________________, 1999
--------------------------------------
Signature
--------------------------------------
Signature
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership
please sign in partnership name by
authorized person.
Please mark, sign, date and return the proxy card promptly, using
the enclosed envelope.