SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Enhanced Services Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Enhanced Services Company, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:(1)
____________________________________________________________
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
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4) Date Filed:
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PRELIMINARY PROXY MATERIAL
FOR USE OF SECURITIES AND EXCHANGE COMMISSION
ENHANCED SERVICES COMPANY, INC.
16000 BARKERS POINT LANE
HOUSTON, TEXAS 77079
________________________________________________________________________
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
________________________________________________________________________
Dear Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders
to be held on June 17, 1996, at 2:00 pm at The India House, One Hanover Square,
New York, New York, to consider and act upon the following matters:
I. To elect a Board of five directors to serve until the next Annual Meeting of
stockholders or until their successors are elected and qualified;
II. To approve a proposal to amend and restate the Company's 1992 Incentive
Stock Option Plan in order to (i) increase the number of shares reserved for
issuance under the Plan to 250,000; (ii) add provisions whereby upon joining the
Board and upon each subsequent reelection to the Board, non-employee directors
would automatically receive options to purchase up to 2,000 shares of the
Company's Common Stock; (iii) add provisions to permit the granting of Non-
Qualified Stock Options to consultants, advisors, and representatives of the
Company; (iv) replace the limitation whereby the fair market value of Incentive
Stock Options granted to an individual during any calendar year can not exceed
$100,000, with a provision permitting an individual to exercise Incentive Stock
Options for shares having a fair market value of $100,000 during any calendar
year; and (v) extend the term of the Plan from March 2002 to April 2006;
III. To ratify the appointment of Schumacher & Associates, Inc. as the
Company's independent certified public accountants; and
IV. To consider and act upon such other business as may properly come before
the meeting.
At the meeting, we will also report on the operations of the Company, and
you will have an opportunity to ask questions. Whether or not you plan to
attend, please take a few minutes now to sign, date and return your proxy to the
Company. The Proxy may be revoked at any time prior to the time that it is
voted. Only stockholders of record at the close of business on May 21, 1996 will
be entitled to vote at the meeting.
Thank you for your continued interest in the Company.
Bertram Pariser, Ph.D
Secretary
June 3, 1996
PRELIMINARY PROXY MATERIAL
FOR USE OF SECURITIES AND EXCHANGE COMMISSION
ENHANCED SERVICES COMPANY, INC.
PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of Enhanced Services Company,
Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held at
The India House, One Hanover Square, New York, New York on June 17, 1996 at 2:00
pm local time, or at any adjournment thereof, for the purposes set forth herein
and in the accompanying Notice of Annual Meeting of Stockholders.
The Company's principal executive offices are located at 16000 Barkers
Point Lane, Houston, Texas 77079. The telephone number at that location is (713)
556-5051.
Properly executed proxies received prior to or at the meeting will be
voted. If a stockholder specifies how the proxy is to be voted, it will be so
voted. If no specification is made, it will be voted (1) FOR the election of
the five directors nominated by management; (2) FOR the proposal to amend and
restate the Company's 1992 Incentive Stock Option Plan (the "Plan"); and (3) FOR
the ratification of the appointment of Schumacher & Associates, Inc., as the
Company's auditors. The Company is not aware of any other matter intended to be
presented at the meeting. If other matters properly come before the meeting, it
is the intention of the persons named in the proxy to vote on them in their
discretion.
Only holders of Common Stock, $.001 par value per share, of record at the
close of business on May 21, 1996 (the "Record Date") are entitled to notice of
and to vote at the meeting. On the Record Date, after giving effect to the one-
for-five reverse stock split, effected May 20, 1996 (the "Reverse Split"), there
were [1,043,786] shares of the Company's Common Stock outstanding, each entitled
to one vote on all matters submitted for stockholder approval. All references
herein to the number of outstanding shares and to prices per share, have been
adjusted for the Reverse Split.
Execution and delivery of a proxy will not affect a stockholder's right to
attend the Annual Meeting and vote in person. A stockholder in whose name
shares are registered as of the Record Date and who has given a proxy may revoke
it at any time before it is voted by executing and delivering a written
revocation to the Secretary of the Company, by execution and delivery of a later
dated proxy or by attending the Meeting and voting by ballot (which has the
effect of revoking the prior proxy). Attendance at the Annual Meeting, however,
will not in and of itself revoke a proxy.
A stockholder who is a beneficial owner, but not a registered owner, as of
the Record Date cannot vote his or her shares except by the stockholder's
broker, bank or nominee in whose name the shares are registered executing and
delivering a proxy on his or her behalf or the stockholder attending the Meeting
with a proxy or other authorization to vote from the registered owner and
voting.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company will reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram. The approximate date on
which this Proxy Statement and the accompanying form of proxy will be mailed to
the Company's stockholders is June 3, 1996.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 21, 1996 by each shareholder
who is known by the Company to own beneficially more than 5% of its Common
Stock:
AMOUNT AND NATURE PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP CLASS OUTSTANDING
- ---------------- ----------------------- -----------------
Kenneth M. Duckman
16000 Barkers Point Lane
Houston, TX 77029 642,667 (1)(2) 61.1%
NB Holding, Inc.
2110 Priest Bridge Drive
Crofton, MD 21114 201,119 (3) 19.3%
Ralph LaBarge
NB Engineering, Inc.
2110 Priest Bridge Drive
Crofton, MD 21114 86,470 (3)(4) 8.3%
Creative Business Strategies, Inc.
5353 Manhattan Circle, Suite 201
Boulder, CO 80302 112,668 (5) 9.8%
- -------------------
(1) Includes 47,667 shares of Common Stock held by a charitable trust for
which Mr. Duckman is co-trustee.
(2) Includes 7,800 shares underlying stock options for which Mr. Duckman
has the right to acquire within 60 days.
(3) Includes 39,918 shares of Common Stock being held in escrow which are
required to be released to NB Holding, Inc. (formerly NB Engineering,
Inc., the predecessor of NB Engineering, Inc., a wholly-owned
subsidiary of the Company) if certain financial goals are achieved by
NBE.
(4) Mr. LaBarge, together with his wife, own approximately 42% of the
Common Stock of NB Holding, Inc. Also includes 2,000 shares
underlying stock options for which Mr. LaBarge has the right to
acquire within 60 days.
(5) Includes 109,000 shares underlying warrants for which Creative
Business Strategies, Inc. has the right to acquire within 60 days.
See "Related Party Information."
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PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A Board of five directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
FOR the Company's five nominees named below, all of whom are presently directors
of the Company. In the event that any nominee of the Company is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted FOR any nominee who shall be designated by the present Board of
Directors to fill the vacancy. The proxy holders will vote the proxies only for
the nominees named below. However, in the event any of the nominees should
become unavailable to serve as a director, the persons named as joint proxies in
the enclosed form of proxy may vote for the election of such person or persons
as the Board may recommend in the place of such nominee or nominees. The
Company is not aware of any nominee who will be unable or will decline to serve
as a director. The term of office of each person elected as a director will
continue until the next Annual Meeting of Stockholders or until his successor
has been elected and qualified.
Set forth below is information, as of May 21, 1996, concerning the
Company's nominees:
NAME AGE PRINCIPAL OCCUPATION DIRECTOR NUMBER PERCENT OF
---- --- AND BUSINESS EXPERIENCE SINCE OF SHARES(1) OUTSTANDING
----------------------- -------- ------------ -----------
Kenneth M. Duckman 44 President (Chief Executive Officer) 1992 642,667(2)(3) 61.1%
and director. Mr. Duckman has been
Chairman of the Board, President and
CEO of Laptop Solutions, Inc. (a
wholly-owned subsidiary of the
Company) since its inception in
February, 1991 and a director of NB
Engineering, Inc. (a wholly-owned
subsidiary of the Company) since
June 1995. Mr. Duckman was the
founder of LTC Technologies, Inc.,
d/b/a Source One Systems (field
automation technology specialists)
and served as its President from
December 1984 to February 1991. In
February 1990, LTC was acquired by
Spectrum Information Technologies,
Inc. (diversified technology), and
from February 1990 to February 1991
Mr. Duckman served as a member of
its Board of Directors and as its
vice-president of Corporate
Development.
-3-
NAME AGE PRINCIPAL OCCUPATION DIRECTOR NUMBER PERCENT OF
---- --- AND BUSINESS EXPERIENCE SINCE OF SHARES(1) OUTSTANDING
----------------------- -------- ------------ -----------
Bertram Pariser, Ph.D. 55 Director and Secretary. Dr. Pariser 1993 8,000(4) *
has been the Secretary and a
Director of Laptop Solutions, Inc.
since May 1993. In June 1995 he
became the Secretary and a Director
of NB Engineering, Inc. Since 1966,
he has been the President of
M.I.T.C.U. Corporation, which
provides consultation to investment
banking firms and private clients.
Since 1991, Dr. Pariser has also
been a member of the faculty at
Technical Career Institutes, in the
department of electronic engineering
technology, lecturing in physics.
Dr. Pariser is a cousin of Mr.
Duckman.
Ralph LaBarge 40 Director. Mr. LaBarge has served as 1995 86,470(5) 8.3%
the President and Chief Technical
Officer of NB Engineering, Inc.
since January 1985. Prior to his
employment with the Company, Mr.
LaBarge was President of NB
Engineering, Inc., the predecessor
of NB Engineering, Inc., and served
as a principal engineer for HRB-
Singer, Inc., a defense contractor.
John Meaney 44 Director. Mr. Bernard is currently 1993 12,500(6) 1.2%
a consultant in the field of
international marketing and
distribution for high technology
communications and computer
products. From 1991 through 1992,
Mr. Bernard was Vice-President,
International Sales and Marketing,
for Portable Products at U.S.
Robotics, Inc. (computer modems).
Prior to its acquisition by U.S.
Robotics, Inc., in 19__, Mr. Bernard
was the co-founder of Touchbase
Systems, Inc. (modem and
communication products), serving as
Director of International Sales and
Marketing, from 1985.
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NAME AGE PRINCIPAL OCCUPATION DIRECTOR NUMBER PERCENT OF
---- --- AND BUSINESS EXPERIENCE SINCE OF SHARES(1) OUTSTANDING
----------------------- -------- ------------ -----------
John Meaney 49 Director. Since 1992, Mr. Meaney 1993 5,000(7) *
has served as the General Manager
for the Panasonic Personal Computer
Company and from 1968 to 1992 as a
Director of the Southern Region for
Toshiba. From 1986-1988, he served
as Director of Product Marketing at
NYNEX Business Centers in Atlanta,
GA.
- ---------------
* Constitutes less than 1%
(1) Includes shares deemed to be beneficially owned by such persons
pursuant to Rule 13d-3 promulgated under the Exchange Act because they
have the right to acquire such shares within 60 days upon the exercise
of options or because such persons or entities have or share
investment or voting power.
(2) Includes 47,667 shares of Common Stock held by a charitable trust for
which Mr. Duckman serves as co-trustee.
(3) Includes 7,800 shares underlying stock options held by Mr. Duckman.
(4) Includes 8,000 shares underlying stock options held by Dr. Pariser.
(5) Mr. LaBarge, together with his wife, own approximately 42% of the
Common Stock of NB Holding, Inc. Also includes 2,000 shares
underlying stock options held by Mr. LaBarge.
(6) Includes 6,000 shares underlying stock options held by Mr. Bernard.
(7) Includes 5,000 shares underlying stock options held by Mr. Meaney.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION AS DIRECTORS OF THE FIVE NOMINEES
NAMED IN THIS PROXY STATEMENT.
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BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held eight formal meetings during the
fiscal year ended November 30, 1995. Presently, the Board of Directors has no
standing audit or nominating committees. The Board has a Compensation Committee
recomend the compensation levels of officers and directors of the Company,
including all stock option grants made under the Company's Stock Option Plan.
During the Company's last fiscal year, the Compensation Committee held three
formal meetings; its members are Michael Bernard, Dr. Bertram Pariser and John
Meaney.
Each director attended in person (or participated by telephone in) more
than 75% of the total number of Board of Directors' meetings held during the
last fiscal year.
COMPENSATION OF DIRECTORS
Directors do not receive a salary for their services as directors, although
they are reimbursed for expenses incurred in attending Board meetings. The
Company has granted its directors non-qualified stock options in consideration
of their services to the Company. In the last fiscal year the Company granted
options for a total of 8,000 shares of its Common Stock to four of its
directors.
EXECUTIVE OFFICERS
The Company has one executive officer other than Mr. Duckman, its Chief
Executive Officer. The age, business experience over the past five years and
the number of shares of the Company's Common Stock owned by such executive
officer is set forth below:
BUSINESS NO. OF PERCENT OF
NAME AGE EXPERIENCE SHARES OUTSTANDING
- ------------------- --- ---------- ------ -----------
Robert Smith 57 Mr. Smith has been Chief Financial 10,100(1) *
Officer of Laptop Solutions, Inc.
since October 1993. Prior
thereto, Mr. Smith served as
President of Horizon Computer
Resources, Inc., a full service
consulting and automation advisory
firm, from 1986.
- ---------------
* Constitutes less than 1%.
(1) Includes 9,500 shares underlying stock options held by Mr. Smith which
he has a right to acquire within 60 days.
-6-
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid to the Company's Chief
Executive Officer during the last three fiscal years. The Company had no
executive officers as of November 30, 1995 who earned in excess of $100,000 in
compensation during the fiscal year then ended.
Annual Compensation Long-Term Compensation
--------------------- ----------------------------
Fiscal All Other
Name and Principal Position Year Salary Bonus Options Compensation
- --------------------------- ------ ------ ----- ------- ------------
Kenneth Duckman 1995 $90,000 $ - 0 - - 0 - *
President and 1994 60,000 6,000 39,000 *
Chief Executive Officer 1993 42,704 6,000 10,000 *
______________
* Constitutes less than 10% of the named executive officer's salary.
STOCK OPTIONS
No options were granted to the Company's President and Chief Executive
Officer during the fiscal year ended November 30, 1995. The Company has no SAR
Plan and has issued no SARs.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
The following table sets forth information concerning options exercised
during the Company's fiscal year ended November 30, 1995 and the number of
unexercised options held by the Company's above named executive officer at the
end of such fiscal year:
Value of
Number of Unexercised
Unexercised in-the-Money
Options at Options at
Shares Value FY-End(#) FY-End($)
Acquired Realized
Name on Exercise(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ------------------ -------------- -------- ------------------------- ----------------------------
Kenneth M. Duckman -0- -0- 7,800/0 $13,260/0
(1) Based on the average high/low bid/ask prices of the Company's Common
Stock as reported by the National Quotations Bureau, the fair market
value of its Common Stock as of its fiscal year ended November 30,
1995 was $4.20 per share.
-7-
PROPOSAL TWO
APPROVAL OF AMENDED AND
RESTATED STOCK OPTION PLAN
INTRODUCTION
In March 1992, the Company's Board and shareholders adopted the Company's
1992 Incentive Stock Option Plan (the "Plan"), under which 70,000 shares of the
Company's Common Stock, $.001 par value, were initially reserved for issuance
under options granted or to be granted to certain employees, officers or
directors of the Company or its subsidiaries. In April 1994, the shareholders
approved an amendment which increased the number of shares reserved under the
Plan to 130,000.
In April 1996, the Board amended and restated the Plan, subject to approval
and ratification by the Company's shareholders. If the Amended and Restated
Plan is approved it would (i) further increase the number of shares reserved for
issuance under the Plan to 250,000; (ii) add provisions whereby upon joining the
Board and upon subsequent reelection to the Board, non-employee directors would
automatically receive options to purchase up to 2,000 shares of the Company's
Common Stock; (iii) add provisions to permit the granting of Non-Qualified Stock
Options to consultants, advisors, and representatives of the Company; (iv)
replace the limitation whereby the fair market value of Incentive Stock Options
granted to an individual during any calendar year can not exceed $100,000, with
a provision permitting an individual to exercise Incentive Stock Options for
shares having a fair market value of $100,000 during any calendar year; and (v)
extend the term of the Plan from March 2002 to April 2006. The Amended and
Restated Plan is annexed hereto as exhibit A.
The Plan is not subject to the Employee Retirement Income Security Act of
1974.
SUMMARY OF THE PLAN
The following summary of the Plan is not intended to be complete, and is
qualified in its entirety by reference to the Plan itself, a copy of which may
be obtained without charge from the Company by requesting a copy from Enhanced
Services Company, Inc., 16000 Barkers Point Lane, Houston, TX 77079, telephone
(713) 556-5051, facsimile (713) 556-5035. Capitalized terms used herein shall
have the meaning ascribed to them in the Plan.
PURPOSE
The primary purpose of the Plan is to promote the growth and profitability
of the Company by providing, through the granting of options, incentives to
attract highly talented persons to positions with one or more of the
Participating Companies, to retain such persons and to motivate them to use
their best efforts on behalf of the Participating Company employer. Options
granted to employees under the Plan may be either incentive stock options,
within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code") ("Incentive Stock Options"), or options which do not
constitute Incentive Stock Options ("Non-Qualified Stock Options"). Options
granted to consultants and non-employee directors under the Plan will be Non-
Qualified Options.
ADMINISTRATION
The Plan is administered either by (i) the Board or (ii) a Committee of no
less than two Board members, appointed by the Board. The Board and the
Committee each have full and absolute power and authority in its sole discretion
to (i) determine which Eligible Persons shall receive Options, (ii) determine
the time when Options shall be granted, (iii) determine the terms and
conditions, of any Option granted under the Plan, (iv) determine the number of
Shares which shall be subject to each Option granted under the Plan, and (v)
interpret the provisions of the Plan and of any Option granted under the Plan.
-8-
The interpretations and constructions by the Board or Committee of any
provisions of the Plan and of Options granted thereunder, and such
determinations of the Board or Committee as they deem appropriate for the
administration of the Plan and of Options granted thereunder, are final and
conclusive on all persons having any interest thereunder. The Board may from
time to time remove members from, or add members to, the Committee, and
vacancies on the Committee shall be filled by the Board. The Board may abolish
the Committee at any time or revest in the Board the administration of the Plan.
ELIGIBILITY AND EXTENT OF PARTICIPATION
Options may be granted only to employees, consultants, representatives,
advisors and directors of the Company and its subsidiaries. Incentive Stock
Options may be granted only to individuals who are employees (including officers
and directors who are also employees) of the Company or any parent or subsidiary
corporation (as defined in Section 424 of the Code) of the Company at the time
the Option is granted. Non-Qualified Stock Options may be granted to
individuals who are consultants, representatives, advisors or directors of the
Company or any such parent or subsidiary corporation. As of May 21, 1996,
approximately 45 individuals were eligible to receive Options, and Options were
held by 22 individual(s) under the Plan. Subject to the terms of the Plan, the
Board and the Committee have full and final authority to determine the persons
who are to be granted Options under the Plan and the number of Shares subject to
each Option.
EXISTING OPTION GRANTS
On April 1, 1996, the Board granted new options to twelve current employees
of the Company, in exchange for the cancellation of options previously granted
to such individuals. In the aggregate, new options to purchase up to 16,700
shares of the Company's Common Stock at an exercise price of $2.50 per share
were granted, in exchange for the cancellation of old options to purchase up to
(i) 5,700 shares at $4.55 per share and (ii) 11,000 shares at $9.15 per share.
As of May 21, 1996, options to purchase 8,760 shares had been exercised, and
options to purchase up to 81,533 shares were outstanding as follows:
No. of Outstanding No. of
Exercise Price Options Vested Shares
-------------- ------- -------------
$2.50 53,033 45,833
$4.55 20,500 20,500
$12.65 8,000 8,000
159,707 shares of the Company's Common Stock are currently available for future
issuance under the Plan.
PURCHASE PRICE AND EXERCISE OF OPTIONS
The purchase price for each Share issuable upon exercise of an Option are
to be determined by the Committee, but in the case of Incentive Stock Options
shall not be less than 100% of the fair market value of such Share on the date
the Option is granted, except that no Incentive Stock Option may be granted to
an individual if, at the time the Option is granted, such individual
beneficially owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or subsidiary
corporation, within the meaning of Section 422(b)(6) of the Code, unless (i) at
the time such Option is granted the option price is at least 110% of the fair
market value of the Stock subject to the Option and (ii) such Option by its
terms is not exercisable after the expiration of five years from the date of the
grant. To the extent that the aggregate fair market value (determined at the
time the respective Incentive Stock Option is granted) of stock with respect to
which Incentive Stock Options are exercisable for the first time by an
individual during any calendar year exceeds $100,000, such excess Incentive
Stock Options are to be treated as Non-Qualified Stock Options.
-9-
An Option may be exercised in such amounts and at such times as may be
determined by the Board or the Committee at the time of grant of such Option.
To the extent that an Option is not exercised within the period of
exercisability fixed by the Committee, it will expire as to the then unexercised
part.
EXPIRATION AND TRANSFER OF OPTIONS
Options are non-transferable, except by will or by the laws of descent and
distribution. During the lifetime of each Option holder, only he or she may
exercise his or her Option.
ADJUSTMENT OF SHARES
If any change is made in the Shares subject to the Plan, or subject to any
Option granted under the Plan, through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination of Shares, rights
offerings, change in the corporate structure of the Company, or otherwise, such
adjustment are to be made as to the maximum number of Shares subject to the
Plan, and the number of Shares and prices per share of stock subject to
outstanding Options as the Committee may deem appropriate.
AMENDMENTS TO AND TERMINATION OF THE PLAN
The Board may amend, suspend, alter, or terminate the Plan at any time. To
the extent necessary or desirable to comply with Rule 16b-3, the I.R.C. or any
other applicable law or regulation, the Company is required to obtain
shareholder approval of any amendment to the Plan only in such a manner and to
such a degree as required.
The Board may amend the terms of any Option previously granted,
prospectively or retroactively; provided, however, that unless required by
applicable law, rule or regulation, no amendment of the Plan or of any Option
Agreement may without the consent of any Optionee holding any such affected
Options, be permitted if such amendment would affect in a material and adverse
manner Options granted prior to the date of any such amendment.
FEDERAL INCOME TAX CONSEQUENCES
The following summary of the Federal income tax consequences of the grant
and exercise of Options, and the disposition of Shares purchased pursuant to the
exercise of Options, is intended to reflect the current provisions of the Code
and the regulations thereunder. This summary is not intended to be a complete
statement of applicable law, not does it deal with state and local tax
considerations.
INCENTIVE STOCK OPTIONS
No taxable income will be recognized by the Option holder at the time of a
grant or exercise of an Option. The excess of the fair market value of the
Common Stock over the option price at the date of exercise of an Option is an
adjustment for purposes of computing the alternative minimum tax under section
55 of the Code. If the requirements of section 422 of the Code are met by the
Option holder (including the requirement that no disposition of such Shares is
made by the Option holder for more than two years after the grant of the Option
and for more than one year after the exercise of such Option), then any gain or
loss realized by the Option holder upon disposition of such Shares will be
treated as long-term capital gain or loss (assuming such Shares are held as a
capital asset by the Option holder). If the requirements of section 422 of the
Code are met, the Company will not be entitled to any deduction for Federal
income tax purposes as a result of the issuance of such Shares pursuant to the
exercise of the Option. If Shares acquired on exercise of an Option are
disposed of prior to the expiration of either of the required holding periods
described above (a "disqualifying disposition"), the Option holder will
recognize ordinary income in the year in which the disposition of such Shares
occurs. The amount of such ordinary income will be the excess of (a) the lower
of the amount realized on disposition of such Shares or the fair market value of
such Shares on the date of exercise of such Option, over (b) the Option price,
so long as the disposition is by sale or exchange with respect to which a loss,
if sustained, would be recognized.
-10-
In addition, long-term capital gain may be recognized by the Option holder
(assuming such Shares are held as a capital asset for more than six months by
the Option holder) in an amount equal to the excess of the amount realized on
the disqualifying disposition over the sum of the Option price and the ordinary
income recognized by the Option holder. The Company (or the employer of the
Option holder) will ordinarily be entitled to a deduction for Federal income tax
purposes at the time of the disqualifying disposition in an amount equal to the
ordinary income recognized by the Option holder.
If an Option is exercised by the estate of an Option holder, the holding
periods do not apply, and the estate will not recognize any ordinary income when
it disposes of the Shares acquired upon the exercise of such Option. The
estate, however, may recognize long-term capital gain, and the Company will not
be entitled to any deduction for Federal income tax purposes.
NON-QUALIFIED STOCK OPTIONS
No tax obligation will arise for the optionee or the Company upon the
granting of either Incentive Stock Options or Non-Qualified Stock Options under
the Plan. Upon exercise of a Non-Qualified Stock Option, an optionee will
recognize ordinary income in an amount equal to the excess, if any, of the fair
market value, on the date of exercise, of the stock acquired over the exercise
price of the option. Thereupon, the Company will be entitled to a tax deduction
in an amount equal to the ordinary income recognized by the optionee. Any
additional gain or loss realized by an optionee on disposition of the shares
generally will be capital gain or loss to the optionee and will not result in
any addition tax deduction to the Company. The taxable event arising from
exercise of Non-Qualified Stock Options by officers of the Company subject to
Section 16(b) of the Securities Act of 1934 occurs on the later of the date on
which the option is exercised or the date six months after the date the option
was granted unless the optionee elects, within 30 days of the date of exercise,
to recognize ordinary income as of the date of exercise. The income recognized
at the end of any deferred period will include any appreciation in the value of
the stock during that period and the capital gain holding period will not being
to run until the completion of such period.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE AMENDING AND RESTATING OF THE COMPANY'S 1992
INCENTIVE STOCK OPTION PLAN
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PROPOSAL THREE
RATIFICATION OF THE APPOINTMENT OF SCHUMACHER & ASSOCIATES, INC.
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed Schumacher & Associates, Inc. to be
retained as the Company's independent certified public accountants for the
current fiscal year and is seeking stockholder ratification of their
appointment. Even if the appointment is ratified, the Board of Directors, in
its discretion, may direct the appointment of a new independent accounting firm
at any time during the fiscal year, if the Board of Directors feels that such a
change would be in the best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE SELECTION OF SCHUMACHER & ASSOCIATES, INC.
AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
RELATED PARTY INFORMATION
On April 8, 1996 the Company entered into an agreement (the "Agreement")
with Creative Business Strategies, Inc. ("CBS"), a beneficial holder, on the
exercise of warrants granted pursuant thereto, of 9.8% of the Company's
outstanding Common Stock. Pursuant to the Agreement, CBS is to provide certain
consulting services to the Company for an initial term of one year. As
consideration for all services to be rendered by CBS under the Agreement, the
Company issued to CBS Common Stock purchase warrants exercisable to purchase, in
the aggregate 42,000 shares of the Company's Common Stock at $.05 per share, and
67,000 shares at $3.00 per share. The shares of Common Stock issuable to CBS
upon exercise of the warrants have been registered under the Securities Act of
1933 (the "Act"), and may be resold to the public by CBS upon delivery of a
prospectus meeting the requirements of the Act. The Chairman of CBS, Sanford
Schwartz, is the first cousin of Kenneth Duckman, the Company's President and
Chief Executive Officer.
The Company has a line of credit, secured by its inventory and accounts
receivable, in which a trust of which Mr. Duckman is a co-trustee and has a 50%
lending participation. See "Principal Holders of Common Stock." On May ___,
1996, in connection with the Company's increasing its borrowing under the line
of credit to $500,000, options for [10,000] shares were granted by the Company
to the participants in the loan, pro rata to their participations, exercisable
at $___________ per share until __________. The Company is required to make
monthly payments of interest on its borrowings under the line of credit, at the
annual rate equal to 2% in excess of the prime rate published by the Wall Street
Journal, until January 19, 1997, at which time the full principal amount plus
any accrued and unpaid interest thereon becomes payable.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE OF ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors, and beneficial holders of 10% of the
Company's Common Stock, to file with the Securities and Exchange Commission
reports of ownership and changes in ownership within specified time periods.
The Company believes that all such filing requirements have been satisfied.
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SUBMISSION OF STOCKHOLDERS' PROPOSALS
The annual meeting of stockholders for the fiscal year ending November 30,
1996 is expected to be held in May, 1997, with the mailing of proxy materials
for such meeting expected to be in April, 1996. All proposals of stockholders
intended to be presented at the Company's next annual meeting of stockholders
must be received at the Company's executive office no later than January 15,
1997 in order to be considered for inclusion in the proxy statement and form of
proxy related to that meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment.
Bertram Pariser, Ph.D
Secretary
June 3, 1996