M. H. Meyerson & Co., Inc.
NOTICE OF 1997
ANNUAL MEETING OF
SHAREHOLDERS AND
PROXY STATEMENT
June 13, 1997
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR PROXY
IN THE ENCLOSED ENVELOPE.
M. H. Meyerson & Co., Inc.
April 21, 1997
Dear Shareholder:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the Annual Meeting of Shareholders of M. H. Meyerson & Co., Inc. on June
13, 1997 at 8:00 a.m., at Newport Tower, 525 Washington St., Jersey City, New
Jersey, 07310. Information about the meeting is presented on the following
pages.
In addition to the formal items of business to be brought before the
meeting, members of management will report on the Company's operations and
answer shareholder questions.
Your vote is very important. Please ensure that your shares will be
represented at the meeting by completing, signing, and returning your proxy card
in the envelope provided, even if you plan to attend the meeting. Sending us
your proxy will not prevent you from voting in person at the meeting should you
wish to do so.
Sincerely,
Michael Silvestri
President and Chief Operating Officer
M. H. Meyerson & Co., Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 21, 1997
The annual meeting of the shareholders of M. H. Meyerson & Co., Inc. (the
"Company") will be held on June 13, 1997, at Newport Tower, 525 Washington St.,
Jersey City, New Jersey, at 8:00 a.m. for the following purposes:
1. To elect the directors of the Company to
serve for the ensuing period;
2. To approve the employment of Vincent R.
Vassallo, CPA, as independent accountant,
to audit the books and accounts of the
Company for fiscal year ending January 31,
1998;
3. To increase the number of options available
for issuance by the Company's Employee
Stock Option Plan from 1,500,000 shares to
2,500,000 shares;
4. To amend the Company's Certificate of
Incorporation to establish three separate
classes of directors;
5. To amend the Company's Certificate of
Incorporation to require the affirmative
vote of two-thirds of the shares
outstanding and entitled to vote in order
to amend the Company's Certificate of
Incorporation;
6. To amend the Company's Certificate of
Incorporation to require that all actions
by shareholders be taken at a duly called
Annual or Special Meeting and not by
written consent; and
7. To transact such other and further business
as may properly come before the meeting.
The Board of Directors has fixed the close of business on May 2, 1997 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting. A list of such shareholders will be available during
regular business hours at the Company's office, 525 Washington Blvd. 34th Floor,
Jersey City, New Jersey, on and after May 26, 1996, for inspection by any
shareholder for any purpose germane to the meeting.
By Order of the Board of Directors,
Michael Silvestri
President and Chief Operating Officer
M. H. Meyerson & Co., Inc.
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of M. H. Meyerson & Co., Inc. (the "Company")
for
use at the annual meeting of shareholders of the Company to be held at the time
and
place and for the purposes set forth in the foregoing Notice of Annual Meeting
of
Shareholders. The address of the Company's principal executive office is
Newport Tower, 525 Washington Blvd., 34th Floor, Jersey City, New Jersey, 07310.
This proxy statement and the form of proxy are being mailed to shareholders on
or about May 8, 1997.
REVOCABILITY OF PROXY AND VOTING OF PROXY
A proxy given by a shareholder may be revoked at any time before it is
exercised by giving another proxy bearing a later date, by notifying the
Secretary
of the Company in writing of such revocation at any time before the proxy is
exercised, or by attending the meeting in person and casting a ballot. Any
proxy returned to the Company will be voted in accordance with the instructions
indicated thereon. If no instructions are indicated on the proxy, the proxy
will be voted for the election of the nominees for Directors named herein in
Item 1 and in favor of Items 2 and 3 in the Notice of Annual Meeting. The
Company knows of no reason why any of the nominees named herein would be unable
to serve. In the event, however, that any nominee named should, prior to the
election, become unable to serve as a Director, the proxy will be voted in
accordance with the best judgment of the Proxy Committee named therein. The
Board of Directors knows of no matters,
other than as described herein, that are to be presented at the meeting, but if
matters other than those herein mentioned properly come before the meeting, the
proxy will be voted by that Committee in a manner that the members of the
Committee
(in their judgement) consider to be in the best interests of the Company.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on May 2, 1997, are
entitled to vote at the meeting. On such record date the Company had
outstanding 5,030,335 shares of Common Stock. Each shareholder entitled to vote
shall have one vote for each share of Common Stock registered in such
shareholder's name on the books of the Company as of the record date. The
holders of a majority of the outstanding shares of Common Stock, present in
person or by proxy, will constitute a quorum at the annual meeting. Abstention
and broker non-votes will be counted for purposes of determining the presence or
absence of a quorum. "Broker non-votes" are shares held by brokers or nominees
which are present in person or represented by proxy, but which are not voted on
a particular matter because instructions have not been received from the
beneficial owner.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. Accordingly, abstentions or non-votes will not affect the election of
candidates receiving the plurality of votes.
Approval of the independent accountant and the increase in the number of
options under the ESOP require the approval of the holders of a majority of the
votes cast at the Annual Meeting. For this purpose, abstentions and non-voters
will
be deemed shares not voted on such matters, will not count as votes for or
against
the proposals, and will not be included in calculating the number of votes
necessary for the approval of such matters.
The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding and entitled to vote at the Annual Meeting is required to
approve
the proposed amendments to the Company's Certificate of Incorporation. For this
purpose, abstentions and non-votes will count as votes against the proposed
amendments.
Votes at the Annual Meeting will be tabulated by Inspectors of Election
appointed by the Company.
The only people known by the Company to be the beneficial owner of more
than five percent of the outstanding voting securities of the Company are:
Title of Name and Address of Number of Percent of Total
Class Beneficial Owner Common Shares Class on Options
as of April 21, April 21, Granted
1997 1997
Common Martin H. Meyerson 2,238,190 44.494% 415,000
c/o M. H. Meyerson & Co., Inc.
525 Washington Blvd.
Jersey City, NJ 07310
Common Kenneth J. Koock 304,624 6.056% 265,000
c/o M. H. Meyerson & Co., Inc.
525 Washington Blvd.
Jersey City, NJ 07310
Common The Meyerson Family as a Group(1) 2,397,815 47.667% 445,000
(1) The Meyerson Family as a group includes Martin H. Meyerson, Joelle A.
Meyerson, Jeffrey E. Meyerson, Jill E. Meyerson and Douglas J. Meyerson
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The following persons have been nominated for election as Directors of the
Company as members of the indicated classes, subject to approval of item 4 on
the proxy card and filing with the State of New Jersey:
Name Age Director Class
Since
Martin H. Meyerson 66 1960 I
Michael Silvestri 49 1993 III
Kenneth J. Koock 54 1993 II
Linda Antosiewicz 45 1993 II
Jeffrey E. Meyerson(1) 31 1993 I
Joelle A. Meyerson(2) 58 1994 II
Eugene M. Whitehouse 38 1996 III
Bertram Siegel, Esq. 59 1994 I
Martin Leventhal, CPA 60 1994 II
Alfred T. Duncan 53 1997 III
(1)Jeffrey E. Meyerson is the son of Martin H. Meyerson
(2)Joelle A. Meyerson is the spouse of Martin H. Meyerson
All Directors hold office until their terms expire and until their
successors have been elected and qualified. Subject to shareholder approval of
Item 4 on the proxy card and filing of the amendment to the Certificate of
Incorporation with the State of New Jersey, the initial terms of Directors that
are members of Class I will expire in 2000, the terms of Class II Directors will
expire in 1999, and the terms of the Class III Directors will expire in 1998.
Thereafter, each class will be elected to and will serve for three year terms.
If item 4 is not approved by the shareholders, all Directors will serve for a
one year term.
Information about each nominee for Director is given below.
Martin H. Meyerson, Chairman, Chief Executive Officer and Chief Financial
Officer
Martin H. Meyerson is the Chairman, Chief Executive Officer, Chief
Financial Officer and a director of the Company and was its President until
1984. Mr. Meyerson was also the President and a director of Bio Recovery
Technology, Inc., a research and development company involved in microbiological
and pollution control products, from 1984 through 1986. He was also the
chairman of the board of Bio Metallics, Inc., also involved in pollution control
products, from 1987 through 1990. Mr. Meyerson graduated from Packard College
in 1952, majoring in Business Administration.
Michael Silvestri, President, Chief Operating Officer and Director
Michael Silvestri joined the Company in 1978 as Manager and Cashier and has
been President and Chief Operating Officer of the Company since 1984. He has
been actively involved in the securities business for twenty-five (25) years.
His previous experience at Fahnstock & Company enabled him to expand his
operational expertise in all trading areas. He has established new compliance
and accounting procedures for the Company. Mr. Silvestri received a sociology
and business degree from Brooklyn College in 1974. Mr. Silvestri became a
Director in 1993.
Kenneth J. Koock, Vice Chairman and Director
Kenneth Koock has been with the Company since 1977. In 1993, Mr. Koock
became a Director of the Company. Mr. Koock received his B.A. degree from Duke
University in 1963 and a law degree in 1966 from St. John's University. He was
president of Bio Metallics, Inc. from 1987 through 1990 and is a member of the
New York State Bar Association.
Linda A. Antosiewicz, Senior Vice President, Director of Compliance, and
Director
Ms. Antosiewicz joined the Company as Office Manager in 1983. She became
the cashier and a Vice President in 1984. Ms. Antosiewicz became a director of
the Company in 1993, and the firm's Senior Vice President and Director of
Compliance in 1995. She was previously employed by Merrill Lynch, Pierce,
Fenner & Smith for eleven (11) years in its operations department and as a
training specialist in the agency clearing department.
Jeffrey E. Meyerson, Vice President, Foreign Trading and Director
Jeffrey E. Meyerson has been with the Company since 1987. He became Vice
President of the Foreign Trading Department in 1989. He received an
Economics/Management degree from Ithaca College in 1987. Mr. Meyerson became a
Director of the Company in 1993.
Joelle A. Meyerson, Treasurer and Director
Joelle A. Meyerson actively joined the Company in 1979 as a Financial
Principal and became a Director in 1994. She received a B.A. degree in
Education from Brooklyn College in 1960, and a Masters degree in Education from
Brooklyn College in 1962.
Eugene M. Whitehouse, Vice President, Controller, and Director
Eugene M. Whitehouse has been associated with the firm since 1983, became
a Vice President and the Company's Controller in 1994, and became a Director in
1996. He received a B.B.A. degree from Pace University in 1982, and an M.B.A.
from St. Peter's College with a concentration in MIS in 1994, and a
concentration in International Business in 1997.
Bertram Siegel, Esq., Director
Bertram Siegel became a Director of the Company in 1994. Mr. Siegel is a
partner in the law firm of Siegel and Siegel, and was a member of the Board of
Directors of Bio Metallics, Inc., from 1987 through 1990. He is a member of the
New Jersey and Bergen County Bar Associations, and received his Juris Doctor
degree from Rutgers, the State University of New Jersey in 1963.
Martin Leventhal, CPA, Director
Martin Leventhal graduated from Brooklyn College in 1958 and became a
Certified Public Accountant in 1963. With the exception of time spent in
military service, he has been actively involved in public accounting since his
graduation. In 1971, he founded the firm now known as Martin Leventhal &
Company, a CPA firm with approximately 25 employees. He is a member of the
American Institute of Certified Public Accountants and the New York Society of
Certified Public Accountants, for which he served on numerous committees. He
has also held a principal's license in the securities industry.
Alfred T. Duncan, Director
Alfred T. Duncan has been an independent management consultant since 1992,
specializing in financial management for small growth firms. Prior to 1992, he
held numerous senior positions with Commodore International, Ltd. including
General Manager of Latin America and Eastern Europe (1990-1991) and General
Manager of U. S. operations (1987-1990). He was President and Chief Executive
Officer of Victor Technologies (1986-1987) and has held financial management
positions with A. M. International, Abbott Laboratories, First National Bank of
Chicago, and Ford Motor Company. He received an M.B.A. degree from Harvard
University in 1972 and a B.S.C.E. degree from Duke University in 1965.
Certain Relationships and Related Transactions
The Company currently leases approximately 30,000 sq. ft. of space in an
office building known as the Newport Tower, located at 525 Washington Blvd.,
Jersey City, New Jersey. The lease is in effect through July 31, 2011. The
ent charges on the space (and the Company's previous offices) for the years
ended January 31, 1997 and January 31, 1996 were $429,459 and $240,659,
respectively.
In addition, the Company also pays maintenance charges for additional space
in North Miami Beach, Florida, under an agreement with Martin H. Meyerson, who
owns the property in question. This space is primarily used for entertainment
and investment banking purposes. The total maintenance charges for the years
ending January 31, 1997 and 1996 were $17,977 and $11,687, respectively. The
Company also pays rent for space in New York City, New York, which is leased in
the name of Martin H. Meyerson. The property is used primarily for
entertainment and investment banking purposes. The total rent paid on this
space for the years ended January 31, 1997 and 1996 were $31,310 and $28,348,
respectively.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% shareholders are required by the regulation to furnish the
Company with copies of the section 16(a) forms which they file.
Executive Compensation
The following table sets forth as of the year ended January 31, 1997, the
cash compensation paid by the Company for services rendered in all capabilities
to all executives whose cash compensation exceeded $100,000 during the year, and
all Executive Officers as a group.
Name of Individual Total
or Number of Fical Cash
Persons in Group Year Salary Bonus(4) Compensation
Martin H. Meyerson,
Chairman(5). . . . . . 1997 $ 600,000 $ 200,000 $ 800,000
1996 600,000 0 600,000
1995 600,000 0 600,000
Kenneth J. Koock,
Vice Chairman(2)(5). . 1997 $1,448,800 $ 0 $1,448,800
1996 1,049,800 0 1,049,800
1995 1,299,800 0 1,299,800
Michael Silvestri,
President and Chief
Operating Officer(3)(5) 1997 270,111 100,000 370,111
1996 200,000 119,248 319,248
1995 150,000 95,050 245,050
All Executive Officers
as a group (3 persons) 1997 2,318,911 300,000 2,618,911
1996 1,849,800 119,248 1,969,048
1995 2,049,800 95,050 2,144,850
(1) Does not include personal benefits which do not exceed 10% of the cash
compensation for all executive officers as a group.
(2) Mr. Koock does not receive a base salary. His compensation is based on
commissions earned.
(3) Mr. Silvestri earns compensation based on commissions earned in addition to
his contracted salary and incentive amounts.
(4) Martin H. Meyerson received grants of options for 200,000 shares from the
employee stock option plan in lieu of cash bonuses in fiscal 1995 and
1996.
(5) Mr. Meyerson, Mr. Koock, and Mr. Silvestri each received grants of an option
for 5,000 shares during fiscal 1996 for serving as members of the
Company's Board of Directors.
Option Grants in Last Fiscal Year
% of Total Options
Granted to Exercise or
Options Employees in Fiscal Base Expiration
Name Granted Year Price/Share Date
Martin H.
Meyerson 5,000 1.408 $ 3.50 6/5/2001
Kenneth J.
Koock 255,000 71.831 $ 3.50 6/5/2006
Michael
Silvestri 5,000 1.408 $ 3.50 6/5/2001
Fiscal Year-End Option Values
Number of Shares Underlying Value of Unexercised in-the
Name Unexercised Options at 1/31/97 Money Options at 1/31/97(1)
Excisable Unexercisable Exercisable Unexercisable
Martin H.
Meyerson 415,000 0 $ 994,187.50 0
Kenneth J.
Koock 265,000 0 $ 167,812.50 0
Michael
Silvestri 15,000 0 $ 27,187.50 0
(1) Represents the difference between the exercise price of the outstanding
options and the estimated market price of the Common Stock on January 31,
1997 of $4.0625 per share.
Employment Agreements
The Company has entered into employment agreements with Messrs. Meyerson
and Silvestri effective as of October 1993, and providing for base annual
compensation of $600,000 and $200,000 per annum respectively, plus certain
incentive compensation. The agreements are each for a three (3) year period
from their respective dates, and will renew automatically for succeeding
consecutive periods of one (1) year each unless sooner terminated by either
party at the end of the original term or any renewal term. In the event the
Company terminates without cause the employment of either of Mr. Meyerson or
Mr. Silvestri (except by causing non-renewal of such employment agreement), they
would receive a severance payment equal to one year's base salary plus accrued
benefits and incentive compensation.
1993 Incentive Option Plan
In 1993, the Company established the 1993 Stock Option Plan (the "Plan")
administered by the Board of Directors. A total of 1,500,000 shares of Common
Stock are reserved for issuance under the Plan. Options may be granted to
employees, directors, and other qualified individuals. The Plan provides for the
granting of options that are intended to qualify as Incentive Stock Options
within the meaning of Section 422A of the Code and also provides for the
granting of options that are not intended to so qualify ("non-qualified stock
options").
The Board of Directors determines the terms and conditions of the options
granted, including the exercise price and number of shares subject to the
option. The Board has the power under the Plan to delegate some or all of its
powers under such Plan to a committee appointed by the Board consisting of not
less than two members of the Board. The exercise price of shares of Common Stock
subject to options qualifying as Incentive Stock Options must not be less than
the fair market value of the Common Stock on the date of the grant. The exercise
price of the Incentive Stock Options granted under the Plan to any participant
who possesses more than 10% of the total combined voting stock of the Company
must be at least equal to 110% of the fair market value on the date of the
grant.
As of January 31, 1997, 1,178,000 options have been granted under this
plan, 1,075,500 of which became exercisable as of January 31, 1997 and the
balance will become exercisable at varying times through January, 1999. The
outstanding options have exercise prices from $1.00 to $3.50 per share.
No option granted under the Plan is transferable by the optionee other than
by will or the laws of descent and distribution and each option is exercisable,
during the lifetime of the optionee, only by the optionee.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding share of the
Common Stock beneficially owned as of April 21, 1997 by (I) each person or
group, known to the Company, who beneficially owns more than five percent of the
Common Stock, (ii) each of the Company's Directors, and (iii) all officers and
Directors as a group. The percentage of beneficial ownership is based on
5,030,335 shares outstanding.
Title of Name and Address of Number of Shares Percent Total
Class Beneficial Owner Beneficially of Class Options
Owned as of April 21, as of April Granted
1997 21, 1997
Common Martin H. Meyerson
c/o M. H. Meyerson & Co., Inc. 2,238,190 44.494% 415,000
Common Michael Silvestri
c/o M. H. Meyerson & Co., Inc. 77,135 1.533% 15,000
Common Kenneth J. Koock
c/o M. H. Meyerson & Co., Inc. 304,625 6.056% 265,000
Common Linda Antosiewicz
c/o M. H. Meyerson & Co., Inc. 9,625 0.191% 15,000
Common Jeffrey E. Meyerson
c/o M. H. Meyerson & Co., Inc. 34,625 0.688% 15,000
Common Joelle A. Meyerson
c/o M. H. Meyerson & Co., Inc. 100,000 1.988% 15,000
Common Eugene M. Whitehouse
c/o M. H. Meyerson & Co., Inc. 30,000 0.596% 5,000
Common Bertram Siegel, Esq.
c/o M. H. Meyerson & Co., Inc. 0 0.000% 65,000
Common Martin Leventhal, CPA
c/o M. H. Meyerson & Co., Inc. 0 0.000% 65,000
Common Alfred Duncan
c/o M. H. Meyerson & Co., Inc. 0 0.000% 10,000
Common All Officers and Directors
as a group (10 people) 2,794,200 55.547% 885,000
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 2 ON PROXY CARD)
Action will be taken with respect to the approval of independent
accountants for the Company for the fiscal year ending January 31, 1998. The
Board of Directors has, subject to such approval, selected Vincent R. Vassallo,
CPA. Vincent R. Vassallo, also conducted the audits of the Company's records
for the years ended January 31, 1997 and 1996. Vincent R. Vassallo is not
expected to be present at the meeting.
The Board of Directors of M. H. Meyerson & Co., Inc. unanimously recommends
a vote FOR the proposal to approve the employment of Vincent R. Vassallo, CPA.
APPROVAL OF THE INCREASE IN THE NUMBER OF OPTIONS ISSUABLE BY THE
EMPLOYEE STOCK OPTION PLAN
(ITEM 3 ON PROXY CARD)
The Board of Directors has determined that the number of options issuable
by the employee stock option plan should be increased from 1,500,000 to
2,500,000 to allow for the hiring and retention of qualified employees by the
firm.
The Board of Directors of M. H. Meyerson & Co., Inc. unanimously recommends
a vote FOR the proposal to increase the number of options issuable by the
employee stock option plan from 1,500,000 to 2,500,000.
CLASSIFIED BOARD OF DIRECTORS
(ITEM 4 ON PROXY CARD)
The Board of Directors of M. H. Meyerson & Co., Inc. has proposed that the
Fifth Article of the Company's Certificate of Incorporation be amended to divide
the Board of Directors of the Company into three separate classes with each
class serving a staggered three year term. If approved by the shareholders, the
shareholders of the Company will elect approximately one-third of the Board of
Directors each year, beginning in 1998.
The Company believes that this change will protect the Company against
potential hostile takeover attempts and lessen the administrative burden of
electing a large number of directors each year. Takeovers of public corporations
financed largely through debt to be repaid in the short-term by the sale of
substantial assets of the target corporation have, in other states, impaired
local employment conditions and disrupted local commercial activity. These
takeovers prevent shareholders from realizing the full value of their holdings
through forced mergers and other coercive devices. The threat of these takeovers
also deprives shareholders of value by forcing the adoption of short-term
business strategies as well as defensive tactics which may not be in the public
interest. If passed, the amendment will prevent an individual or group from
gaining complete control of the Board of Directors by a shareholder vote at one
shareholders' meeting. The Company believes that the amendment will better
enable the Board of Directors to maximize shareholder value by allowing the
Board of Directors to focus on business strategies deemed to be in the best
interests of the Company and its shareholders and which are not aimed at
deterring changes in control of the Company. In addition, by establishing
staggered three year terms for directors, the amendment will ensure greater
continuity on the Board of Directors and lessen the administrative burdens
associated with electing a large number of Directors each year.
New Jersey Law Regarding Classified Board of Directors
Section 14A:6-6(2)(d) of the New Jersey Business Corporation Act provides
that directors serving on a classified board shall not be removed without cause,
unless the certificate of incorporation provides otherwise. This provision will
take effect if the shareholders vote to establish a classified Board of
Directors. Under such circumstances, the shareholders of the Company could not
remove incumbent directors from office without a valid reason for doing so. When
combined with the establishment of a classified Board of Directors, this
provision makes it more difficult to change the composition of the Company's
Board of Directors and could have the effect of delaying, discouraging, or
making more difficult changes of control or management of the Company, including
tender offers or takeover attempts.
New Jersey's Anti-Takeover Law
The New Jersey business combination statute prohibits "interested"
investors who purchase more than a 10% interest in a target corporation from
engaging in any type of business combination with the target for a five year
period, unless, prior to the acquisition of such shares, the business
combination is approved by the Board of Directors of the Target. The statute
does not allow a shareholder vote to override the Board's decision not to
approve a business combination. The statute applies to all publicly held New
Jersey corporations whose principal place of business is located in New Jersey.
The Company is therefore protected by the statute.
The term "business combination" is defined to include mergers or
consolidations with the interested shareholder, as well as any sale, lease or
similar disposition of greater than 10% of the Company's assets; issuance by the
Company of 5% or more of the stock of the Company to the interested shareholder;
adoption of any plan or proposal for the liquidation or dissolution of the
Company by the interested shareholder; any reclassification of the securities of
the Company proposed by the interested shareholder which increases the
proportionate voting power of the interested stockholder, and any receipt by the
interested stockholder of any loans, advances, guarantees, pledges or other
financial assistance from the Company. A New Jersey corporation may "opt out" of
the Anti-Takeover Law with an express provision in its original certificate of
incorporation or an express provision in its Certificate of Incorporation or
bylaws resulting from a shareholders amendment approved by at least a majority
of the outstanding voting shares. The Company has not "opted out" of the
provisions of the anti-takeover law.
Potential Disadvantage to Shareholders
If the amendment to the Certificate of Incorporation is approved, only
one-third of the Board of Directors of the Company will be elected each year.
Therefore, it would take at least two years to effect a change in control of the
Board of Directors of the Company. Under certain circumstances, the Board of
Directors could vote to reject a takeover or change in control of the Company or
to reject a merger, sale of all or any part of the Company's assets or a similar
transaction. Although the Board of Directors has a fiduciary duty to act in the
best interests of the Company's shareholders at all times, the Board could
reject transactions which some shareholders might consider to be in their best
interest.
To establish a classified Board of Directors, Section 2 of the Fifth
Article of the Company's Certificate of Incorporation would be amended to read
as follows:
"2. The business and affairs of the Corporation shall be managed by, or
under the direction of, a Board of Directors consisting of not less
than three (3) nor more than thirteen (13) persons. The exact number
of directors within the minimum and maximum limitation specified
herein shall be fixed from time to time by resolution of a majority
of the whole Board of Directors.
The Board of Directors shall be and is divided into three classes:
Class I, Class II and Class III. Such classes shall be as nearly
equal in number of directors as possible. Each director shall serve
for a term ending at the third annual meeting following the annual
meeting at which such director was elected; provided however, that
the directors first elected to Class I shall serve for a term ending
on the annual meeting next following the end of fiscal year 1997,
the directors first elected to Class II shall serve for a term
ending on the second annual meeting following the end of fiscal year
1997 and the directors first elected to Class III shall serve for a
term ending on the third annual meeting following the end of fiscal
year 1997. Notwithstanding the foregoing, each director shall serve
as such until the expiration of his current term when his successor
shall have been duly elected and qualified, or his prior death,
resignation or removal.
At each annual election, directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they
succeed, unless by reason of any intervening changes in the
authorized number of directors, the board shall designate one or
more directorships whose term then expires as directorships of
another class in order more nearly to achieve equality of number of
directors among the classes.
Notwithstanding the rule that the three classes shall be as nearly
equal in number of directors as possible, in the event of any change
in the authorized number of directors each director then continuing
to serve as such shall nevertheless continue as a director of the
class of which he is a member until the expiration of his current
term, or his prior death, resignation or removal. if any newly
created directorship may, consistently with the rule that the three
classes shall be as nearly equal in number of directors as possible,
be allocated to either class, the board shall allocate it to that of
the available class whose term of office is due to expire at the
earliest date following such allocation."
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock outstanding and entitled to vote at the Annual Meeting is
required to approve the amendment to the Certificate of Incorporation.
The Board of Directors of M. H. Meyerson & Co., Inc. unanimously recommends
a vote FOR the approval of the foregoing amendment to the Company's Certificate
of Incorporation.
SUPERMAJORITY VOTING REQUIREMENTS
(ITEM 5 ON PROXY CARD)
The Board of Directors has proposed that the Company's Certificate of
Incorporation be amended to add a new Article "Tenth" requiring that any
subsequent amendment to the Company's Certificate of Incorporation be approved
by affirmative vote of two-thirds of the shares of each class entitled to vote
thereon.
This change is designed to protect the Company and its shareholders against
potential hostile takeover attempts. The amendment will allow the Board of
Directors to waive the supermajority voting requirements so as not to deter
friendly mergers or acquisitions or other actions which the Board deems to be in
the best interests of the Company's shareholders. The Company believes that the
amendment will better enable the Board of Directors to maximize shareholder
value by increasing the Board's power and bargaining position with respect to
tender offers, takeover attempts or similar transactions.
Potential Disadvantage to Shareholders
If the amendment to the Certificate of Incorporation is approved, it would
be more difficult to implement the fundamental corporate changes (such as the
authorization or additional shares or to undo the measures built into the
Company's Certificate of Incorporation designed to protect the Company and its
shareholders from a hostile takeover attempt) which may be necessary to
consummate a merger or similar transaction and could have the effect of
delaying, discouraging or making more difficult changes in control of the
Company, including tender offers or takeover attempts, which some shareholders
might consider to be in their best interest.
To establish a supermajority voting requirement for amendments to the
Certificate of Incorporation, a new Tenth Article would be added to the
Company's Certificate of Incorporation and would read as follows:
"Any amendment to this Certificate of Incorporation shall require the
affirmative vote of two-thirds of the shares of each class outstanding and
entitled to vote thereon, provided that the Board of Directors of the
Company may, by the affirmative vote of two-thirds of all Directors,
reduce the number of shares required to amend the Certificate of
Incorporation on a case by case basis only, provided that in no event may
the Board reduce the number of shares required to amend the Certificate of
Incorporation below a number equal to the majority of the shares
outstanding and entitled to vote thereon."
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock outstanding and entitled to vote at the Annual Meeting is
required to approve the amendment to the Certificate of Incorporation.
The Board of Directors of M. H. Meyerson & Co., Inc. unanimously recommends
a vote FOR approval of the foregoing amendment to the Company's Certificate of
Incorporation.
SHAREHOLDER ACTION ONLY BY DULY CALLED ANNUAL OR
SPECIAL MEETING
(ITEM 6 ON PROXY CARD)
The Board of Directors of M. H. Meyerson & Co., Inc. has proposed that the
Company's Certificate of Incorporation be amended to add an Eleventh Article
requiring that any action taken by the stockholders of the Company be taken at
a duly called annual or special meeting and not by written consent of the
stockholders.
The amendment could have the effect of delaying the implementation of a
shareholder action until a shareholders' meeting can be held, including, but not
limited to, amendments to the Company's Certificate of Incorporation or By-laws,
removal of directors, or approval of a merger or similar transaction requiring
shareholder approval. Such a shareholder action could be necessary to consummate
a merger or similar transaction, including tender offers or takeover attempts.
The Company believes that, under such circumstances, a delay would be in the
best interests of both the Company and its shareholders because such delay would
better enable the Board of Directors to maximize shareholder value by giving the
Board of Directors the time needed to: (I) evaluate a tender offer; (ii)
strengthen the Company's defenses against a tender offer or takeover attempt
which the Board believes not to be in the best interests of the Company's
shareholders; (iii) negotiate with a potential bidder; or (iv) solicit competing
bids or proposals which maximize shareholder value. Moreover, although the
amendment could delay certain actions by the shareholders, it does not revoke
the power of the shareholders to take any action they deem to be in their best
interest or in the best interest of the Company.
Potential Disadvantage to Shareholders
If the amendment to the Certificate of Incorporation is approved, any
proposed actions by the shareholders of the Company, including, but not limited
to, amendments to the Company's Certificate of Incorporation or By-laws, removal
of directors, or approval of a merger or similar transaction requiring
shareholder approval, would be required to be taken at a duly called annual or
special meeting of shareholders and could not be taken by written consent of the
shareholders. The amendment could have the effect of delaying the implementation
of a shareholder action until a shareholders' meeting can be held. This
potential for delay could have the effect of discouraging or making more
difficult changes of control of the Company, including tender offers or takeover
attempts, which some shareholders might consider to be in their best interest.
To effect this requirement, a new Eleventh Article would be added to the
Company's Certificate of Incorporation and would read as follows:
"The stockholders of the Corporation may not take action by written
consent without a meeting and must take any actions at a duly called
annual or special meeting. Meetings of stockholders may be held within or
without the State of New Jersey, as the by-laws may provide."
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock outstanding and entitled to vote at the Annual Meeting is
required to approve the amendment to Certificate of Incorporation.
The Board of Directors of M. H. Meyerson & Co., Inc. unanimously recommends
a vote FOR approval of the foregoing amendment to the Company's Certificate of
Incorporation.
If the above referenced amendments are adopted, the current Tenth Article
of the Company's Certificate of Incorporation would be renumbered to follow.
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS OF THE COMPANY
During the year ended January 31, 1997 the Board of Directors held one
meeting. No director was absent from any meeting. In addition to scheduled
meetings, a number of Directors were involved in numerous informal meetings with
management, offering valuable advice and suggestions on a broad range of
corporate matters.
Directors receive 5,000 options to purchase shares of Common Stock of the
Company annually. Outside Directors are compensated $300 for each meeting of
the Board of Directors he or she attends. Inside Directors have waived their
right to be compensated for attending meetings of the Board of Directors.
Audit Committee
The functions of the Audit Committee are to recommend to the Board of
Directors the selection, retention, or termination of the Company's independent
accountants; determining through consultation with management the
appropriateness of the scope of the various professional services provided by
the independent accountants, and consider the possible effect of the performance
of such services on the independence of the accountants; review the arrangements
and the proposed overall scope of the annual audit with management and the
independent accountants; discuss matters of concern to the Audit Committee with
the independent accountants and management relating to the annual financial
statements and results of the audit; obtain from management, the independent
accountants and the Chief Financial Officer their separate opinions as to the
adequacy of the Company's system of internal accounting control; review with
management and the independent accountants the recommendations made by the
accountants with respect to changes in accounting procedures and internal
accounting control; discuss with management any concerns the Committee may have
with regard to the Company's business practices; hold regularly scheduled
meetings, separately and jointly, with representatives of management, the
independent accountants, and the Chief Financial Officer to make inquiries into
and discuss their activities; and review the overall activities of the Company's
internal auditors.
The Audit Committee consists of Mr. Michael Silvestri, Mr. Bertram Siegel,
Esq., and Mr. Alfred Duncan.
SHAREHOLDER PROPOSALS FOR 1998
Proposals of security holders intended to be presented at the Company's
1998 Annual Meeting of Shareholders must be received by the Company not later
than February 16, 1998.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB for the year ended
January 31, 1997 including the financial statements and notes thereto is being
mailed to the shareholders of record along with this Proxy Statement. The Annual
Report on Form 10-KSB is not incorporated by reference in this Proxy Statement
and is not considered to be part of the proxy material.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company and will
consist primarily of printing, postage and handling, including the expenses of
brokerage houses, custodians, nominees, and fiduciaries in forwarding documents
to beneficial owners. Solicitation also may be made by the Company's officers,
directors, or employees, personally or by telephone.
Jersey City, New Jersey
April 21, 1997