SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12
GENELINK, 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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.:
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(3) Filing party:
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(4) Date filed:
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(GENELINK LOGO)
GENETIC BIOSCIENCES
FOR IMPROVING THE QUALITY OF LIFE
April 29, 2004
Dear Shareholders:
The past 12 months have been exciting for GeneLink. We have several new exciting
products in the pipeline and hope to bring them to fruition in the very near
future.
We made a direct impact on the personal care industry and cemented relationships
we feel are necessary to bring our science to the general public in a major way.
Our association with ARCH PERSONAL CARE PRODUCTS, a unit of Arch Chemicals,
Inc., a billion dollar New York Stock Exchange Company (NYSE:ARJ), has developed
into a collaboration whereby Arch has created a new category of genetic skin
care formulations containing active skin care ingredients linked to GeneLink
Dermagenetics(TM) testing system. GeneLink and Arch are now offering these new
formulations to leading marketers and manufacturers of skin care products to
create the most effective customized skin cream products available for sale to
the public. Arch presented details for this new category at the 2004
International Cosmetics Expo Conference in Miami in February of this year.
Our pioneering efforts have enabled us to be issued trademarks for the terms
Dermagenetics(TM), to describe our customized skin-care assessments, and
GeneLink Nutragenetic Profile(TM), to describe our customized nutritional
assessments.
Customized nutrition, based on GeneLink's Nutragenetic Profile Assessment(TM) is
being offered to the public by NUGENIX, LLC, a Berwyn, PA, based direct
marketing company. DAVINCI LABS, a division of FoodSciences Corporation of
Vermont, has designed a full line of comprehensive supplements called
GENEessentials(TM) using GeneLink's Nutragenetic Profile Assessments, and is
distributing them to health care professionals. ENZYMATIC THERAPY'S medical
practitioner division, INTEGRATIVE THERAPEUTICS, INC. is the leading supplier of
clinically validated nutritional supplements to doctors and health care
professionals in the United States. We are currently running a pilot program
with an internationally known cosmetics company. We are also in negotiations
with an internationally known mass marketer for distribution of nutrition and
personal care products worldwide. All these companies are utilizing GeneLink's
patented DNA Collection Kit(R) and genetic profiling technologies to provide
their customers with an innovative line of personalized skin care and
nutritional products.
GeneLink, Inc. - P.O. Box 3212 - Margate, NJ 08402
Phone: 609.823.6991 Fax: 609.823.6616 - web: www.genelink.info
Email: genelink@aol.com
(GENELINK LOGO)
GENETIC BIOSCIENCES
FOR IMPROVING THE QUALITY OF LIFE
We are very proud to welcome JAMES W. SIMPKINS, PH.D. AND THE CHAIR OF THE
DEPARTMENT OF PHARMACOLOGY AND NEUROSCIENCE AND DIRECTOR, INSTITUTE FOR AGING
AND ALZHEIMER'S DISEASE RESEARCH AT THE UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE
CENTER to head up our Medical Advisory Board, and DONALD J. CANNON, PH.D., FACB,
formerly of Quest Diagnostics, as a scientific advisor on our Board. HAROLD H.
HARRISON, M.D., PH.D., F.C.A.P. , who has served on our Board for over a year,
has agreed to continue in his capacity. Dr. Harrison is a clinical pathologist
with subspeciality training in all areas of genetic services and a Ph.D. in
biochemical genetics. Dr. Harrison is a Fellow of the College of American
Pathologists and a member of the American College of Medical Genetics and
American Society of Huamn Genetics. Dr. Harrison will serve as GeneLink's
Medical Director and Chief Compliance Officer and will coordinate all medical
compliance issues related to GeneLink's licensing its genetic profiling
technologies worldwide.
GeneLink is also proud to include in our team FIRST EQUITY CAPITAL SECURITIES,
INC. as our investment banker. First Equity is fully committed to GeneLink and
we are confident that its investment will support and advance GeneLink's
scientific research projects and patent procurements. In addition, First Equity
is assisting the Company in moving forward with prospective licensees of our
proprietary technologies.
GeneLink was successful in its lawsuit against LAB21, Inc. by the Federal Court.
The Federal Judge upheld GeneLink's science as proprietary, and ordered LAB21 to
discontinue any use of GeneLink's science.
Even though GeneLink has continued to grow in a positive direction and we
received strong financial reviews by WallStreetCorner.com, The Kon-Lin Research
Group, Dirigo Research, Lebed & Lara, Smallcapvoice.com, and we were the top
stock pick by Dick Davis Digest, our stock price has continued to fluctuate. As
you know, we cannot control the stock market, but I can assure you that we are
working diligently to expand our technologies and create further alliances with
major well-established companies to bring products to market and begin to show
revenue.
As always, I am available to answer any of your questions, so please do not
hesitate to call me.
Enclosed with this letter is a notice of an Annual Meeting of Shareholders
scheduled for June 1, 2004, along with a Proxy Statement, Proxy Card and a copy
of our Annual Report for 2003. Whether or not you plan to attend the Annual
Meeting, I ask that you return the Proxy Card so that your vote will be
included. Thank you.
Sincerely,
John R. DePhillipo
Chairman/CEO
GeneLink, Inc. - P.O. Box 3212 - Margate, NJ 08402
Phone: 609.823.6991 Fax: 609.823.6616 - web: www.genelink.info
Email: genelink@aol.com
GENELINK, INC.
100 S. Thurlow Street
Margate, New Jersey 08402
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 1, 2004
To the Shareholders of GeneLink, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
GeneLink, Inc. (the "Company"), a Pennsylvania corporation, will be held at 9:00
a.m. on June 1, 2004 at The Atlantic City Hilton, Boston Avenue and the
Boardwalk, Pacific Room "C", 3rd Floor, Atlantic City, New Jersey (the
"Meeting"), for the following purposes:
1. To elect two (2) directors to serve until the next Annual Meeting of
Shareholders or until their respective successors are elected and
qualified; and
2. To transact such other business as may properly be brought before the
Meeting or any adjournment(s) thereof.
Only shareholders of record at the close of business on April 27, 2004,
are entitled to notice of, and to vote at, the Meeting or any adjournment(s)
thereof.
Whether or not you plan to be present at the Meeting, you are requested to
sign and return the enclosed proxy in the envelope provided so that your shares
will be represented. The giving of such proxy will not affect your right to vote
in person should you later decide to attend the Meeting. Please date and sign
the enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors,
John R. DePhillipo
Chairman of the Board
Margate, New Jersey
April 29, 2004
GENELINK, INC.
100 S. THURLOW STREET
MARGATE, NEW JERSEY 08402
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 1, 2004
This Proxy Statement is furnished to shareholders of GeneLink, Inc. (the
"Company"), a Pennsylvania corporation, in connection with the solicitation of
proxies on behalf of the management of the Company for use at the Annual Meeting
of Shareholders to be held at The Atlantic City Hilton, Pageant Room, Boston
Avenue and the Boardwalk, Pacific Room "C", 3rd Floor, Atlantic City, New Jersey
on June 1, 2004, at 9:00 a.m. and at any and all adjournments thereof (the
"Meeting"), for the purpose of considering and acting upon the matters referred
to in the preceding Notice of Annual Meeting and more fully discussed below.
This Proxy Statement and the accompanying form of proxy were first mailed
to shareholders of the Company entitled to notice of, and to vote at, the
Meeting on or about April 29, 2004.
Quorum and Voting
The presence, in person or by proxy, of the holders of a majority of the
shares of Common Stock issued and outstanding, voting together as a single class
is necessary to constitute a quorum at the Meeting. Shareholders are entitled to
one vote per share of Common Stock held on any matter which may properly come
before the Meeting. Any shareholder executing and delivering the accompanying
proxy has the power to revoke the same by giving notice to the Secretary of the
Company. The presence at the Meeting of a shareholder will not revoke his proxy.
Proxies in the accompanying form which are properly executed, duly returned to
the Company and not revoked will be voted in accordance with the instructions
therein. The candidates receiving the highest number of votes up to the number
of directors to be elected shall be elected directors of the Company. IF NO
INSTRUCTION IS GIVEN WITH RESPECT TO ANY PROPOSAL TO BE ACTED UPON, THE PROXY
WILL BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES NAMED IN THE PROXY. No
matter is expected to be considered at the Meeting other than the proposals set
forth in the accompanying Notice of Annual Meeting, but if any other matters are
properly brought before the Meeting for action, it is intended that the persons
named in the proxy and acting thereunder will vote their discretion on such
matters.
Record Date and Shares Outstanding
The close of business on April 27, 2004 has been fixed as the record date
for the determination of shareholders entitled to receive notice of, and to vote
at, the Meeting. The
1
stock transfer books will not be closed. As of March 1, 2004, there were issued
and outstanding 30,883,319 shares of the Company's Common Stock.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of March 1, 2004 regarding
(i) each person known to the Company to beneficially own more than five percent
of it Stock and (ii) the Company's directors as a group.
Number of Shares Approximate Percentage
Name Beneficially Owned Of Stock Outstanding
---- ------------------ ----------------------
John R. DePhillipo 6,744,695(1) 19.7%
Robert P. Ricciardi 4,710,000(2) 14.3%
Edmund T. and 1,720,565 5.6%
Linda J. DelGuercio
Directors as a Group 11,454,695(1)(2) 31.7%
(1) Includes currently exercisable options to acquire 3,298,820 shares of the
Company's Common Stock. Includes 1,014,367 shares held by Maria D. DePhillipo,
the spouse of Mr. DePhillipo. Mr. DePhillipo disclaims beneficial ownership of
the shares held by Maria D. DePhillipo. Mrs. DePhillipo is the trustee of
various family trusts owning an aggregate of 470,000 shares of Common Stock and
disclaims any beneficial ownership of these shares.
(2) Includes currently exercisable options to acquire 2,000,000 shares of the
Company's Common Stock.
2
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Year Annual Compensation Long-Term Compensation
---- ---------------------------------- -----------------------------------
Awards Payouts
------------------------ --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities LTIP All Other
Name and Principal Year Salary Bonus Other Annual Restricted Under-Lying Payouts Compensation
Position ($) ($) Compensation Stock Options/ ($) ($)
($) Award(s) SARs
($) (#)
- ----------------------- ---- --------- ----- ------------ ---------- ----------- -------- ------------
John R. DePhillipo, 2003 $ 334,814 -- $ 544,465(2) -- -- $100,000(3) $ 4,800(4)
Chief Executive Officer 2002 $ 183,012 -- -- -- -- $100,000(3) $ 4,800(4)
2001 $ 166,375 -- -- -- -- $100,000(3) $ 4,800(4)
Robert P. Ricciardi, 2003 87,846(1) -- -- -- -- $100,000(3) --
Ph.D., Treasurer 2002 $ 79,860(1) -- -- -- -- $100,000(3) --
2001 $ 72,600(1) -- -- -- -- $100,000(3) --
(1) - As of December 31, 2003, the Company owed Dr. Ricciardi an aggregate of
$336,306 for compensation earned but not received.
(2) - Represents the value of common shares issued to Mr. DePhillipo in 2003.
(3) - Represents the value of vested $.10 options issued for deferred
compensation.
(4) - Represents the cost of life insurance premiums provided from the
Company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
- -----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Percent of Total
Number of Securities Options/
Underlying Option/ SARs Granted to Exercise of Base Expiration
Name SARs Granted (#) Employees in Fiscal Year Price ($/Sh) Date
- ------------------- -------------------- ------------------------ ---------------- ----------
John R. DePhillipo 1,500,000 100% $1.00 12/31/08
Robert P. Ricciardi 0 0 -- --
3
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND F/Y-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Shares Acquired Year-End (#) Year-End ($)
Name On Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- --------------- -------------- ------------------------- -------------------------
John R. DePhillipo 0 -- 3,148,820/2,150,000 $301,552/$12,000
Robert P. Ricciardi 0 -- 2,000,000/0 $200,000/$0
EQUITY COMPENSATION PLAN INFORMATION
Weighted-average
exercise price of
Number of outstanding options
securities to be warrants and rights Number of
issued upon exercise compensation plans securities remaining
of outstanding (excluding securities available for future
options, warrants reflected in column issuance under
and rights (a)) Equity
Plan Category (a) (b) (c)
- ------------------ -------------------- --------------------- --------------------
Equity 1,500,000 $0.40 0
compensation
plans approved
by security
holders
Equity 15,624,563 $0.65 0
compensation
plans not
approved
by security
holders
-------------------- --------------------- --------------------
Total 17,124,563 $0.63 0
4
Employment Agreements with Executive Officers
The Company entered into a five (5) year employment agreement with John
DePhillipo, the Chief Executive Officer and President of the Company, dated
January 1, 2003. The initial base compensation was $275,000 for 2003. Each
calendar year thereafter, the base shall increase by the greater of $25,000 or a
larger amount determined by the Board. The employment agreement also calls for
an annual bonus equal to ten percent (10%) of earnings of the Company in each
calendar year in excess of $1,500,000. In addition, pursuant to the employment
agreement, Mr. DePhillipo has been granted options to acquire 1,500,000 shares
of the Company's Common Stock at an exercise price of $1.00 per share, vesting
in five (5) equal annual installments commencing December 31, 2003.
The Company has entered into a consulting agreement with Dr. Ricciardi dated
February 24, 1998, which provides for initial compensation of $30,000 per year
in 1998 and $60,000 per year in 1999, a ten percent (10%) increase in
compensation each year thereafter, an initial term of (5) years, the grant of
options to acquire 1,000,000 shares at an exercise price of $0.10 per share, and
requires Dr. Ricciardi to perform eight (8) hours of consulting services per
week.
Compensation of Directors and Meeting of Director
Directors of the Company are not paid any fees for service as directors of
the Company. The Board of Directors met four (4) times in 2003. Each director
attended each meeting.
REPORT ON EXECUTIVE COMPENSATION
Introduction
The Board of Directors is responsible for establishing and maintaining the
Company's executive compensation program which is designed to attract and retain
executives who are committed to long-term success of the Company and the
enhancement of shareholder value. The Board of Directors does not have separate
nominating or compensation committees. If and when the Company is able to
attract qualified individuals to serve as independent members on its Board of
Directors, it would consider establishing nominating and compensation committee.
Compensation Components
Base salary is received annually and any increases are based on the
performance of the Company. Due to the Company's financial and cash flow
position, it was not able to make regular payments of monetary compensation to
any of its executive officers under the agreements described above through 2003.
The incentive compensation component is paid in the form of stock option grants.
The Board has taken into consideration the inability of the Company to pay
monetary compensation to its executive officers in determining the number of
stock options it granted to the Company's executive officers in 2003.
5
Interlocks and Insider Participation
None of the executive officers of the Company serve as a director of
another corporation where an executive officer of such other corporation serves
as a director of the Company.
REPORT FROM THE AUDIT COMMITTEE
The members of the Audit Committee are Mr. DePhillipo and Dr. Ricciardi.
The Audit Committee does not have an audit committee financial expert. The
Company has not been able to attract qualified members to serve on its Board of
Directors who would be independent and who would qualify as financial experts.
The Audit Committee is responsible for considering management's recommendation
of independent certified public accountants for each fiscal year, recommending
the appointment or discharge of independent accountants to the board of
directors and confirming the independence of the accountants. It is also
responsible for reviewing and approving the scope of the planned audit, the
results of the audit and the accountants' compensation for performing such
audit, reviewing the Company's audited financial statements, and reviewing and
approving the Company's internal accounting controls and discussing such
controls with the independent accountants.
In connection with the audit of the Company's financial statements for the
year ended December 31, 2003, the Audit Committee met with representatives from
Buckno, Lisicky & Company, the Company's independent auditors. The Audit
Committee reviewed and discussed with the Company's financial management and
financial structure, as well as the matters relating to the audit required to be
discussed by Statements on Auditing Standards 61 and 90.
In addition, the Audit Committee reviewed and discussed with the Company's
management the Company's audited financial statements relating to fiscal year
ended December 31, 2003.
Based upon the review and discussions described above, the Audit Committee
recommended to the Board of Directors that the Company's financial statements
audited by Buckno, Lisicky & Company be included in the Company's Annual Report
on Form 10-K for fiscal year ended December 31, 2003.
John R. DePhillipo
Robert P. Ricciardi
6
INDEPENDENT PUBLIC ACCOUNTANTS
Siegal & Drossner, P.C. was the Company's independent public accountants
for 2002. Siegal & Drossner resigned in 2003 because it decided not to register
with the Public Company Accounting Oversight Board, which would have been a
requirement for Siegal & Drossner to continue as the Company's independent
public accountant. Buckno, Lisicky & Company was the Company's independent
public accountant for 2003. Representatives of Buckno, Lisicky & Company are
expected to be present at the Annual Meeting, but are not expected to make any
statements or answer any questions. The Company has not yet selected independent
public accountants for 2004.
Audit Fees
The aggregate fees billed to the Company by Siegal & Drossner, P.C., the
Company's independent public accountants for 2002, for professional services
rendered for the fiscal year 2002 audit of the Company's annual financial
statements and for interim financial statements reviews related to fiscal year
2002 were $40,500. The aggregate fees billed to the Company by Buckno, Lisicky &
Company, the Company's independent public accountants for 2003, for professional
services rendered relating to the fiscal year 2003 audit of the Company's annual
financial statement was $17,000.
Audit-Related Fees
During 2002 and 2003, the Company did not pay any audit-related fees to
its independent public accountants.
Tax Fees
During 2002, Siegal & Drossner, P.C., billed the Company $2,500 for
professional services rendered related to tax services. During 2003, Buckno,
Lisicky & Company did not bill the Company for professional services rendered
related to tax services.
All Other Fees
During 2002 and 2003, the Company did not pay any other fees to its
independent public accountants.
7
PERFORMANCE GRAPH
The chart below compares the performance of the Company's Common Stock to
Standard & Poor's Small Cap 600 Index ("S&P Small Cap 600"), and the NASDAQ
Biotechnology Index ("NASDAQ Biotechnology").
(PERFORMANCE GRAPH)
GENELINK INC
Cumulative Total Return
---------------------------------------------------
12/98 12/99 12/00 12/01 12/02 12/03
GENELINK, INC 100.00 21.19 35.51 58.47 20.34 40.68
S & P SMALLCAP 600 100.00 112.40 125.67 133.89 114.30 158.63
NASDAQ BIOTECHNOLOGY 100.00 219.46 284.68 241.83 148.18 216.96
* $100 invested on 12/31/98 in GeneLink, Inc. Common Stock or on 12/31/98 in the
applicable index, including reinvestment of dividends.
8
PROPOSAL 1 - ELECTION OF DIRECTORS
In accordance with the Company's By-Laws, the number of directors has been
fixed at two (2) and, accordingly, two (2) directors will be elected at the
Meeting. Each director elected will serve as a director until his or her
successor is elected and shall have qualified. The two (2) persons named below
are management's nominees for election as directors and are the current members
of the Company's Board of Directors.
Management has no reason to believe that any of its nominees will be
unable to serve if elected to office and, to the knowledge of management, its
nominees intend to serve the entire term for which election is sought.
NOMINEES
Information with respect to each of management's nominees is set forth in
the following table:
Shares of Stock Approximate
Beneficially Percentage of Stock
Name Owned as of Outstanding
3/01/04
JOHN R. DEPHILLIPO, 62, Chairman, Chief 6,744,695(1) 19.7%
Executive Officer, President, Secretary
and Director of the Company. Mr.
DePhillipo, educated at Temple
University in Business Administration,
served from 1990 to 1994 as the
Chairman/CEO of Applied Safety, Inc.,
which developed a retro-fit driver's
side airbag for installation in new or
used vehicles.
ROBERT P. RICCIARDI, PH.D., 56 Treasurer 4,710,000(2) 14.3%
and Director of the Company. Dr. Robert
Ricciardi is a Professor of Microbiology
at the University of Pennsylvania, where
he is Chairman of the Microbiology and
Virology Program of the Molecular
Biology Graduate Group. He received his
Ph.D. from the University of Illinois at
Urbana in cellular biology. He was a
postdoctoral fellow at Brandeis
University and Harvard Medical School in
the Department of Biological Chemistry
and was awarded fellowships by the
American Cancer Society, National
Institute of Health and Charles A. King
Trust. He developed one of the first
techniques in molecular biology which
has been widely used both to map genes
and determine the proteins they encode.
While most of his research has centered
on basic mechanisms of cancer, he has
developed, patented and has a patent
pending for recombinant delivery vectors
for use as vaccines and for potential
use in gene therapy. Dr. Ricciardi has
served as a consultant to The National
Institutes of Health, Smith Kline and
Beckman's Department of Molecular
Genetics, and Children's Hospital of
Philadelphia's Department of Infectious
Disease. He has authored 55
publications, has been awarded a NATO
Visiting Professorship at Ferrara
Medical School, Italy, and has been an
invitational speaker at various
scientific meetings and a seminar guest
speaker at the Mayo Clinic and Johns
Hopkins University.
9
(1) Includes currently exercisable options to acquire 3,298,820 shares of the
Company's Common Stock. Includes 1,014,360 shares held by Maria D. DePhillipo,
the spouse of Mr. DePhillipo. Mr. DePhillipo disclaims beneficial ownership of
the shares held by Maria D. DePhillipo. Mrs. DePhillipo is the trustee of
various family trusts owning an aggregate of 470,000 shares of Common Stock and
disclaims any beneficial ownership of these shares.
(2) Includes currently exercisable options to acquire 2,000,000 shares of the
Company's Common Stock.
ANNUAL REPORT TO THE SEC ON FORM 10-K
Shareholders may obtain, without charge, a copy of the Company's Annual
Report on Form 10-K, filed with the Securities and Exchange Commission, by
writing to GeneLink, Inc., 100 S. Thurlow Street, Margate, New Jersey 08402.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any reports,
statements or other information filed by the Company at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the
SEC's public reference rooms in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. The filings of the Company with the SEC are also available to the public
from commercial document retrieval services and at the web site maintained by
the SEC at http://www.sec.gov.
The SEC allows the Company to "incorporate by reference" information into
this document, which means that they can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information in this document. This
document incorporates by reference the documents set forth below that the
Company has previously filed with the SEC. These documents contain important
information about the Company and their finances.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the Company's next
Annual Meeting of Shareholders must be received by the Company at its principal
executive offices on or before 120 days prior to the one year anniversary date
of this year's meeting to be included in the Company's proxy statement and form
of proxy relating to that meeting.
10
OTHER MATTERS
As of the date hereof, management does not intend to present, nor has it
been informed that other persons intend to present, any matters for action at
the Meeting, other than those specifically referred to herein. If, however, any
other matters should properly come before the Meeting, it is the intention of
the persons named in the proxies to vote the shares represented thereby in
accordance with their best judgment on such matters.
The expenses of soliciting proxies in the form included with this Proxy
Statement and the cost of preparing, assembling and mailing materials in
connection with such solicitation of proxies will be borne by the Company. In
addition to the use of mail, the Company's directors, executive officers and
employees may solicit proxies personally or by telephone or telegraph.
By Order of the Board of Directors:
John R. DePhillipo
Chairman of the Board
Margate, New Jersey
April 29, 2004
11
GENELINK, INC.
PROXY FOR
ANNUAL MEETING OF SHAREHOLDERS
June 1, 2004
This proxy is solicited on behalf of the board of directors. The
undersigned shareholder of GeneLink, Inc., a Pennsylvania corporation
("GeneLink"), hereby appoints John R. DePhillipo, as proxy with full power of
substitution, for the undersigned to vote the number of shares of common stock
of GeneLink that the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders of GeneLink to be held on June 1, 2004, at
9:00 a.m. local time, at The Atlantic City Hilton, Boston Avenue and the
Boardwalk, Pacific Room "C", 3rd Floor, Atlantic City, New Jersey and at any
adjournment or postponement thereof, on the following matters that are more
particularly described in the Proxy Statement dated April 29, 2004.
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. Receipt of the Proxy Statement dated April 29,
2004, is hereby acknowledged.
You are encouraged to specify your choices by marking the appropriate
boxes, but you need not mark any boxes if you wish to vote in accordance with
the board of directors' recommendation. The proxies cannot vote your shares
unless you sign and return this card.
1. Proposal to elect directors of GeneLink, each to serve until
GeneLink's next annual meeting of stockholders or until their
respective successors have been duly elected and qualified.
[ ] FOR ALL NOMINEES LISTED BELOW
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES LISTED BELOW
[ ] FOR ALL EXCEPT (to withhold authority for any individual nominee,
cross out his name below)
John R. DePhillipo Robert P. Ricciardi
To hold office until the next annual meeting or until their respective
successors have been duly elected and qualified.
2. To consider and take action upon any other matter which may properly
come before the meeting or any adjournment or postponement thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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Name of Shareholder(s)
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Signature of Shareholder(s)
Please sign your name exactly as it
appears hereon.Joint owners must each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
it appears thereon.
Date: ,2004
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PLEASE MARK, SIGN, DATE AND RETURN USING THE ENCLOSED ENVELOPE