M. H. Meyerson & Co., Inc.
NOTICE OF 1998
ANNUAL MEETING OF
SHAREHOLDERS AND
PROXY STATEMENT
June 9, 1998
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR PROXY
IN THE ENCLOSED ENVELOPE.
M. H. Meyerson & Co., Inc.
April 22, 1998
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 9, 1998 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,
/s/ Michael Silvestri
Michael Silvestri
President and Chief Operating Officer
M. H. Meyerson & Co., Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 22, 1998
The annual meeting of the shareholders of M. H. Meyerson & Co., Inc. (the
"Company") will be held on June 9, 1998, 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, 1999;
and
3. To transact such other and further business as may
properly come before the meeting.
The accompanying Proxy Statement contains further information with
respect to these matters.
The Board of Directors has fixed the close of business on May 1, 1998 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, 1998, for inspection by any
shareholder for any purpose germane to the meeting.
By Order of the Board of Directors,
/s/ Michael Silvestri
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, 1998. A copy of the Company's Annual Report,
including financial statements for the fiscal year ended January 31, 1998 is
being mailed with this Proxy Statement.
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 Item 2 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 1, 1998, are
entitled to vote at the meeting. On such record date the Company had outstanding
5,055,335 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 requires 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.
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 Class on Options
Shares as of April 17, 1998 Granted
April 17, 1998
Common Martin H. Meyerson 2,668,190(2) 48.709% 430,000
c/o M. H. Meyerson & Co., Inc.
525 Washington Blvd.
Jersey City, NJ 07310
Common Kenneth J. Koock 579,625(3) 10.889% 275,000
c/o M. H. Meyerson & Co., Inc.
525 Washington Blvd.
Jersey City, NJ 07310
Common The Meyerson Family as a
Group(1) 2,982,815(4) 52.954% 585,000
(1) The Meyerson Family as a group includes Martin H. Meyerson, Joelle A.
Meyerson, Jeffrey E. Meyerson, Jill E. Meyerson and Douglas J. Meyerson
(2) Includes 430,000 shares issuable upon exercise of stock options.
(3) Includes 275,000 shares issuable upon exercise of stock options.
(4) Includes 585,000 shares issuable upon exercise of stock options.
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 class, to serve for a term of three years:
Name Age Director Class
Since
Michael Silvestri 50 1993 III
Eugene M. Whitehouse 39 1996 III
Alfred T. Duncan 54 1997 III
All Directors hold office until their terms expire and until their
successors have been elected and qualified.
Information about each 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-nine (29)
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.
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. Jeffrey E. Meyerson is the son of Martin H. Meyerson.
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. Joelle A. Meyerson is the spouse of Martin H.
Meyerson.
Eugene M. Whitehouse, Vice President, Controller, Secretary 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 most recently known as Martin
Leventhal & Company, a CPA firm with approximately 25 employees. In 1997, Martin
Leventhal & Company merged with Weinick, Sanders & Co. to form Weinick,
Sanders, Leventhal & Co., LLP, with approximately 100 employees, of which Mr.
Leventhal is the executive partner. 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
rent charges on the space for the years ended January 31, 1998 and January 31,
1997 were $954,071 and $429,459, 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, 1998 and 1997 were $10,440 and $17,977, 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, 1998 and 1997 were $31,310 and $31,310,
respectively.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
To the best of the Company's knowledge and belief, based solely on a
review of the copies of the required filings and written representations
furnished to the Company, no director, officer or beneficial owner of more
than ten percent of any class of equity securities of the registrant failed
to file on a timely basis reports required by Section 16(a) of the Exchange
Act during fiscal year 1998.
Executive Compensation
The following table sets forth as of the year ended January 31, 1998, 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 Fiscal Cash
Persons in Group Year Salary Bonus(4) Compensation(1)
Martin H. Meyerson, Chairman(5) 1998 $ 600,000 $ 0 $ 600,000
1997 600,000 200,000 800,000
1996 600,000 0 600,000
Kenneth J. Koock, Vice
Chairman(2)(5) 1998 574,800 0 574,800
1997 1,448,800 0 1,448,800
1996 1,049,800 0 1,049,800
Michael Silvestri, President
and Chief Operating Officer(3)(5) 1998 215,018 0 215,018
1997 270,111 100,000 370,111
1996 200,000 119,248 319,248
All Executive Officers as a group
(3 persons) 1998 1,389,818 0 1,389,818
1997 2,318,911 300,000 2,618,911
1996 1,849,800 119,248 1,969,048
(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 1996.
(5) Mr. Meyerson, Mr. Koock, and Mr. Silvestri received grants of options for
15,000, 10,000, and 5,000 shares respectively during fiscal 1998 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 15,000 5.455 $ 6.12 6/13/2002
Kenneth J. Koock 10,000 3.636 $ 5.56 6/13/2002
Michael Silvestri 5,000 1.818 $ 5.56 6/13/2002
Fiscal Year-End Option Values
Number of Shares Value of Unexercised
Underlying Unexercised In-the Money Options
Name Options at 1/31/1998 at 1/31/1998 (1)
Exercisable Unexercisable Exercisable Unexercisable
Martin H. Meyerson 430,000 0 $ 838,562.50 0
Kenneth J. Koock 275,000 0 $ 68,437.50 0
Michael Silvestri 15,000 0 $ 8,125.00 0
(1) Represents the difference between the exercise price of the outstanding
options and the estimated market price of the Common Stock on January 30,
1998 of $3.6875 per share.
Share Performance Graph
The following graph shows changes over the past four year period (the Company
has been public for less than five years) of $100 invested in: (1) the Nasdaq
Stock Market, (2) The Nasdaq Financial Stocks, and (3) the Company's Common
Stock.
(Graphical Image Omitted)
Employment Agreements
The Company has employment agreements with Messrs. Meyerson and Silvestri.
The agreements provide for base annual compensation of $600,000 and $200,000
respectively, plus certain incentive compensation. The agreements were for a
three (3) year period from October, 1993, and were renewed automatically for
succeeding periods of one (1) year. 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 2,500,000 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, 1998, 1,445,500 options have been granted under this
plan, 1,231,000 of which became exercisable as of January 31, 1998 and the
balance will become exercisable at varying times through June, 1999. The
outstanding options have exercise prices from $1.00 to $6.12 per share. 64,500
options were exercised and 1,381,000 are outstanding.
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 17, 1998 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.
Title of Name and Address of Number of Shares Percent of Total
Class Beneficial Owner and Options Class as of Options
Beneficially Owned April 17, Granted
as of April 17, 1998(1) 1998
Common Martin H. Meyerson
c/o M. H. Meyerson & Co., Inc. 2,668,190 48.709% 430,000
Common Michael Silvestri
c/o M. H. Meyerson & Co., Inc. 72,135 1.425% 15,000
Common Kenneth J. Koock
c/o M. H. Meyerson & Co., Inc. 579,625 10.890% 275,000
Common Jeffrey E. Meyerson
c/o M. H. Meyerson & Co., Inc. 164,625 3.179% 130,000
Common Joelle A. Meyerson
c/o M. H. Meyerson & Co., Inc. 125,000 2.464% 25,000
Common Eugene M. Whitehouse
c/o M. H. Meyerson & Co., Inc. 40,000 0.791% 10,000
Common Bertram Siegel, Esq.
c/o M. H. Meyerson & Co., Inc. 80,000 1.560% 80,000
Common Martin Leventhal, CPA
c/o M. H. Meyerson & Co., Inc. 75,000 1.464% 75,000
Common Alfred Duncan
c/o M. H. Meyerson & Co., Inc. 15,000 0.296% 15,000
Common All Officers and Directors as
a group (10 people) 3,819,575 62.587% 1,055,000
(1) Amounts and percentages include shares issuable upon exercise of options
granted.
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, 1999. 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, 1998 and 1997. 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.
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS OF THE COMPANY
During the year ended January 31, 1998 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 1999
Proposals of security holders intended to be presented at the Company's
1999 Annual Meeting of Shareholders must be received by the Company not later
than February 16, 1999.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB for the year ended
January 31, 1998 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 22, 1998