INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [ X ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ X ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
EPOLIN, INC.
(Name of Registrant as Specified in Its Charter)
Epolin, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] 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: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
EPOLIN, INC.
358-364 Adams Street
Newark, New Jersey 07105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 28, 2004
To the Stockholders:
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders
(the "Annual Meeting") of Epolin, Inc. (the "Company") will be
held on October 28, 2004, at 3:00 p.m., local time, at the
principal executive offices of the Company, 358-364 Adams Street,
Newark, New Jersey 07105, for the following purposes:
1. To elect four Directors to serve as the Board of
Directors of the Company until the next Annual Meeting of
Stockholders and until their successors shall be elected and
shall qualify; and
2. To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The close of business on September 20, 2004 has been fixed
as the record date for determining stockholders entitled to
receive notice of and to vote at the Annual Meeting and at any
adjournment thereof.
Your attention is called to the proxy statement on the
following pages. We hope that you will attend the Annual
Meeting. If you do not plan to attend, please sign, date and
mail the enclosed proxy card in the enclosed envelope, which
requires no postage if mailed in the United States.
By Order of the Board of Directors,
Murray S. Cohen, Ph.D.,
Chairman
Newark, New Jersey
October 5, 2004
EPOLIN, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 28, 2004
_____________________________
INTRODUCTION
This Proxy Statement is being furnished to stockholders of
Epolin, Inc., a New Jersey corporation (the "Company"), in
connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board of Directors") for use at a
Annual Meeting of Stockholders of the Company to be held on
October 28, 2004, at 3:00 p.m., local time, at the principal
executive offices of the Company, 358-364 Adams Street, Newark,
New Jersey 07105, and at any adjournment thereof (the "Annual
Meeting").
The Board has fixed the close of business on September 20,
2004 as the record date for the determination of stockholders
entitled to receive notice of, and vote at, the Annual Meeting
(the "Record Date"). Accordingly, only stockholders of record on
the books of the Company at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. On the
Record Date, the Company had outstanding approximately 11,852,855
shares of Common Stock, no par value per share (the "Common
Stock") which are the only outstanding voting securities of the
Company. On all matters, each share of Common Stock is entitled
to one vote.
The cost of soliciting proxies will be borne by the Company.
In addition to solicitation by mail, officers, directors and
other employees of the Company may solicit proxies by personal
contact, telephone, facsimile or other electronic means without
additional compensation. This Proxy Statement and the
accompanying proxy card are first being mailed to stockholders on
or about October 5, 2004.
Proxies in the accompanying form which are properly
executed, duly returned and not revoked, will be voted in
accordance with the instructions thereon. If no instructions are
indicated thereon, proxies will be voted FOR all matters listed
in the Notice of Annual Meeting of Stockholders and in accordance
with the discretion of the person(s) voting the proxies with
respect to all other matters properly presented at the Annual
Meeting. Execution of a proxy will not prevent a stockholder
from attending the Annual Meeting and voting in person. Any
stockholder giving a proxy may revoke it at any time before it is
voted by delivering to the Secretary of the Company written
notice of revocation bearing a later date than the proxy, by
delivering a later-dated proxy, or by voting in person at the
Annual Meeting. Attendance at the Annual Meeting will not, in
and of itself, constitute revocation of a proxy. The holders of
a majority of the shares of Common Stock outstanding and
entitled to vote as of the Record Date, present in person or
represented by proxy, shall constitute a quorum for the
transaction of business at the Annual Meeting. A plurality of
the votes cast at the Annual Meeting will be required for the
election of directors. If a stockholder, present in person or
represented by proxy, abstains on any matter, the stockholder's
shares will not be voted on such matter. Thus, an abstention
from voting on a matter has the same legal effect as a vote
"against" the matter, even though the stockholder may interpret
such action differently.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of the Record Date,
certain information with regard to the record and beneficial
ownership of the Company's Common Stock by (i) each stockholder
owning of record or beneficially 5% or more of the Company's
Common Stock, (ii) each director of the Company, (iii) the
Company's Chief Executive Officer and other executive officers,
if any, of the Company whose
annual base salary and bonus
compensation was in excess of $100,000 (the "named executive
officers"), and (iv) all officers and directors of the Company as
a group:
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class
Murray S. Cohen(1)* 1,895,958 16.0%
James Ivchenko(2)* 1,469,587 12.4%
Claire Bluestein(3)* 995,155 8.4%
Morris Dunkel(3)* 250,000 2.1%
James R. Torpey, Jr.(3)* 37,500 **
Santa Monica Partners, L.P.(4) 825,900 7.0%
All Officers and Directors
as a Group (5 persons) 4,648,200 38.8%
_________________________
* The address for each is 358-364 Adams Street, Newark, New
Jersey 07105.
** Less than 1%.
(1) Includes 1,845,958 shares held by Dr. Cohen and 25,000
shares held by the wife of Dr. Cohen. Also, includes 25,000
shares which Dr. Cohen has the right to acquire within 60
days pursuant to the exercise of options granted under the
1998 Plan. In addition, Dr. Cohen has options granted under
the 1998 Plan to acquire an additional 20,000 shares which
are not exercisable within 60 days. Does not include
1,000,000 shares owned by three grandchildren of Dr. Cohen,
for which shares Dr. Cohen had previously held a proxy.
(2) Includes 1,005,000 shares held by Mr. Ivchenko and 439,587
held by Mr. Ivchenko and his wife, as joint tenants. Also,
includes 25,000 shares which Mr. Ivchenko has the right to
acquire within 60 days pursuant to the exercise of options
granted under the 1998 Plan. In addition, Mr. Ivchenko has
options granted under the 1998 Plan to acquire an additional
20,000 shares which are not exercisable within 60 days.
Does not include 320,000 shares owned by Mr. Ivchenko's
children, for which shares Mr. Ivchenko had previously held
a proxy.
(3) Includes 25,000 shares which each has the right to acquire
within 60 days pursuant to the exercise of options granted
under the 1998 Plan. In addition, each has options granted
under the 1998 Plan to acquire an additional 10,000 shares
which are not exercisable within 60 days.
(4) This information is based solely upon information reported
in filings made to the SEC on behalf of Santa Monica
Partners, L.P. The address for Santa Monica Partners, L.P.
is 1865 Palmer Avenue, Larchmont, New York.
The Stockholders Agreement
Pursuant to a Stockholders Agreement executed in
October 2002, each member of the Board of Directors has provided
the Company with certain rights of refusal in the event any of
such individuals desire to sell any of the shares of the
Company's Common Stock which any of them hold of record or
beneficially. Excluded from such restrictions are gifts in which
the proposed donee agrees to be bound to the Stockholders
Agreement and transfers by will or the laws of descent, provided
the shares remain subject to said restrictions. In addition,
shares may be transferred by such individuals with the prior
approval of the Board of Directors of the Company (or any
committee authorized by the Board to give such approval).
ELECTION OF DIRECTORS
A Board of Directors consisting of four members is to be
elected by the stockholders, to hold office until the next Annual
Meeting of Stockholders and until their successors are duly
elected and qualify.
Unless authority is withheld, it is intended that proxies
will be voted for the election of the four nominees below, all of
whom are currently serving as directors. The Board of Directors
does not contemplate that any of these nominees will be unable or
will decline to serve. However, if any of them is unable or
declines to serve, the persons named in the accompanying proxy
may vote for another person or persons in their discretion.
The following table sets forth certain information with
respect to the four nominees for election to the Board of
Directors.
Present Position Has Served as
Name Age and Offices Director Since
Murray S. Cohen 79 Chairman of the 1984
Board, Chief
Executive
Officer, Secretary
and Director
James Ivchenko 64 President and Director 1993
Morris Dunkel 76 Director 1984
James R. Torpey, Jr. 54 Director 2001
Set forth below are brief accounts of the business
experience during the past five years of each director and
executive officer of the Company and each significant employee of
the Company. None of the directors and officers is related to
any other director or officer of the Company.
MURRAY S. COHEN has served as Director, Chief Executive
Officer and Chairman of the Board of the Company since June 1984
and Secretary since March 2001. From June 1984 to August 1994,
Dr. Cohen was also President. From January 1978 through May
1983, Dr. Cohen was the Director of Research and Development for
Apollo Technologies Inc., a company engaged in the development of
pollution control procedures and devices. Dr. Cohen was employed
as a Vice President and Technical Director of Borg-Warner
Chemicals from 1973 through January 1978, where his
responsibilities included the organization, project selection and
project director of a 76 person technical staff which developed
materials for a variety of plastic products. He received a
Bachelor of Science Degree from the University of Missouri in
1949 and a Ph.D. in Organic Chemistry from the same institution
in 1953.
JAMES IVCHENKO has served as Director of the Company since
September 1993, President since August 1994, and from February
1992 to August 1994, he was Technical Director and Vice President
of Operations. Prior thereto, Mr. Ivchenko was employed by
Ungerer & Co. as Plant Manager for the Totowa, New Jersey and
Bethlehem, Pennsylvania facilities from May 1988 to May 1991.
Mr. Ivchenko has over 30 years of experience in the flavor,
fragrance and pharmaceutical intermediate industry. He received
his Bachelor of Arts Degree, Masters of Science and Masters of
Business
Administrations from Fairleigh Dickinson University in
New Jersey.
MORRIS DUNKEL has served as Director of the Company since
June 1984. Since 1992, he has been Vice President and Technical
Director of Elan Chemical Inc., a chemical company in the flavor
and fragrances industry. From 1976 through 1983, Dr. Dunkel was
employed by Tenneco Chemicals, Inc., a firm engaged in chemical
production activities, in the capacities of manager and director
of Tenneco's organic chemicals research and development division.
Dr. Dunkel has been issued several United States patents and has
published numerous articles relating to chemical processes. He
received a Bachelor of Science Degree in 1950 from Long Island
University. Dr. Dunkel received a Master of Science Degree from
Brooklyn College in 1954 and Ph.D. in Organic Chemistry from the
University of Arkansas in 1956.
JAMES R. TORPEY, JR. has served as Director of the Company
since July 2001. Mr. Torpey is President of Madison Energy
Consultants. From 1995 to 2002, he was Director of Technology
Initiatives at First Energy/GPU, Chairman of the Solar Electric
Power Association, and President and member of the Board of
Directors of GPU Solar, Inc. He is currently a member of the
U.S. Department of Energy Solar Industry Advisory Board. Mr.
Torpey received his Masters of Business Administration from
Rutgers University in 1991.
CLAIRE BLUESTEIN, who has not been nominated for re-election
to the Board of Directors, has served as Director of the Company
since June 1984. Since 1999, Dr. Bluestein has been retired.
Prior thereto, she was president and sole shareholder of Captan
Associates, Inc., a company engaged in the development of
materials for commercial applications of radiation curing
technology. Dr. Bluestein has been issued several patents by the
United States Department of Commerce, Trademark and Patent
Offices and has published a variety of chemistry related
articles. Dr. Bluestein received her Bachelor of Arts Degree
from the University of Pennsylvania in 1947. In 1948 she
received a Master of Science Degree and in 1950 a Ph.D. in
Organic Chemistry from the University of Illinois.
There are no executive officers of the Company other than
those named above.
Executive Compensation
The following summary compensation tables set forth
information concerning the annual and long-term compensation for
services in all capacities to the Company for the fiscal years
ended February 29, 2004, February 28, 2003 and February 28, 2002,
of those persons who were, at February 29, 2004 (i) the chief
executive officer and (ii) the other most highly compensated
executive officers of the Company, whose annual base salary and
bonus compensation was in excess of $100,000 (the named executive
officers):
Summary Compensation Table
Annual
Compensation
Name and Principal Fiscal
Position Year Salary Bonus
Murray S. Cohen 2004 $249,197(1)(3) $29,500
Chairman of the 2003 $227,146(1)(3) $32,000
Board and Chief 2002 $204,356(1)(3) $31,000
Executive Officer
James Ivchenko 2004 $229,002(2)(3) $25,000
President 2003 $208,097(2)(3) $27,000
2002 $186,864(2)(3) $25,900
Long-Term
Compensation
Restricted Shares
Name and Principal Stock Underlying
Position Awards Options
Murray S. Cohen 2004 0 20,000
Chairman of the 2003 0 0
Board and Chief 2002 0 50,000
Executive Officer
James Ivchenko 2004 0 20,000
President 2003 0 0
2002 0 50,000
_______________________
(1) Includes compensation of $74,016, $63,837 and $52,416 for
2004, 2003 and 2002, respectively, due to Murray S. Cohen
based upon the Company's sales for fiscal 2003, 2002 and
2001 paid in fiscal 2004, 2003 and 2002, respectively, as
determined under his employment contract. Does not include,
however, compensation due to Dr. Cohen based upon the
Company's sales for fiscal 2004 as determined under his
employment contract which will be paid in fiscal 2005 which
will be in the amount of $82,017.
(2) Includes compensation of $60,559, $51,070 and $40,768 for
2004, 2003 and 2002, respectively, due to James Ivchenko
based upon the Company's sales for fiscal 2003, 2002 and
2001 paid in fiscal 2004, 2003 and 2002, respectively, as
determined under his employment contract. Does not include,
however, compensation due to Mr. Ivchenko based upon the
Company's sales for fiscal 2004 as determined under his
employment contract which will be paid in fiscal 2005 which
will be in the amount of $68,347.
(3) Does not include other deferred compensation arrangements
for each of Dr. Cohen and Mr. Ivchenko. See "Deferred
Compensation/Employment Contracts and Change in Control
Arrangements" below.
Stock Option Plans
The Company previously adopted the 1986 Employees' Stock
Option Plan (the "1986 Plan"). As of April 1996, options may no
longer be granted under the 1986 Plan. Under the terms of the
1986 Plan, options granted thereunder could be designated as
options which qualify for incentive stock option treatment under
Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code"), or options which do not so qualify. In December
1995, options to acquire up to 490,000 shares of the Company's
Common Stock were granted under the 1986 Plan. Such options had
an expiration date of December 1, 2005. In fiscal 2002, options
to acquire 185,000 shares of the Company's Common Stock were
exercised under the 1986 Plan. In prior years, options to
acquire 270,000 shares of the Company's Common Stock were
exercised under the 1986 Plan. In addition, options to acquire
35,000 shares under the 1986 Plan have lapsed. As a result, as
of February 29, 2004, there are no outstanding options under the
1986 Plan.
In December 1998, the Company adopted the 1998 Stock Option
Plan (the "1998 Plan") for employees, officers, consultants or
directors of the Company to purchase up to 750,000 shares of
Common Stock of the Company (the "1998 Plan Option Pool"). In
September 2001, the Board of Directors increased the size of the
1998 Plan Option Pool to 1,500,000 shares. Options granted under
the 1998 Plan shall be non-statutory stock options which do not
meet the requirements of Section 422 of the Code. Under the
terms of the 1998 Plan, participants may receive options to
purchase Common Stock in such amounts and for such prices as may
be established by the Board of Directors or a committee appointed
by the Board to administer the 1998 Plan. As of February 29,
2004, options to acquire 1,042,000 shares of the Company's Common
Stock have been granted under the 1998 Plan and 458,000 options
were available for future grant. As of February 29, 2004,
options to acquire 575,000 shares of the Company's Common Stock
have been exercised and options to acquire 75,000 shares have
been cancelled under the 1998 Plan.
The following tables set forth certain information with
respect to stock options granted to the persons named in the
Summary Compensation Table during the fiscal year ended February
29, 2004.
Option Grants in Fiscal 2004
Individual Grants
Number of Percent of Total
Securities Options Granted
Underlying to Exercise or
Options Employees in Base Price
Name Granted Fiscal Year ($/Sh)
Murray S. Cohen 20,000 12.3% $.35
James Ivchenko 20,000 12.3% $.35
Market
Price
on
Date of Expiration
Name Grant(1) Date
Murray S. Cohen $19,750 2/9/2014
James Ivchenko $19,750 2/9/2014
_______________________
(1) Based on the average of the closing bid and asked prices of
the Company's Common Stock on the date of grant. The actual
value, if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of the
Common Stock over the exercise price on the date the option
is exercised.
The following table set forth certain information as to each
exercise of stock options during the year ended February 29,
2004, by the persons named in the Summary Compensation Table and
the fiscal year-end value of unexercised options:
Aggregated Option Exercises in Fiscal 2004 and
Year-End Option Value
Number of Securities
Shares Underlying Unexercised
Acquired Options at February 29, 2004
On Value
Exercise Realized(1) Exercisable Unexercisable
Murray S. Cohen 25,000 $7,250 25,000 20,000
James Ivchenko 25,000 $7,125 25,000 20,000
Value of Unexercised
In-the-Money Options
at February 29, 2004(2)
Exercisable Unexercisable
Murray S. Cohen $5,500 $2,400
James Ivchenko $5,500 $2,400
(1) Based on the average of the closing bid and asked prices of
the Company's Common Stock on the date of exercise, minus
the exercise price, multiplied by the number of shares
exercised. The amounts reflected in this table may never be
obtained.
(2) Based on the average of the closing bid and asked prices of
the Company's Common Stock as of February 29, 2004, minus
the exercise price, multiplied by the number of shares
underlying the options. The amounts reflected in this table
may never be obtained.
Compensation of Directors
In fiscal 2002, the Company began to pay all directors $750
for each board meeting attended. Previous thereto, and since the
Company's inception, no director received any cash compensation
for his services as such. Directors have always been and will
continue to be reimbursed for reasonable expenses incurred on
behalf of the Company.
Deferred Compensation/Employment Contracts and Change in Control
Arrangements
Pursuant to a deferred compensation agreement, as amended,
entered into with James Ivchenko, President of the Company, the
Company has agreed to pay Mr. Ivchenko $32,000 per year for ten
consecutive years commencing the first day of the month following
Mr. Ivchenko reaching the age of 65. The obligation is being
funded with a life insurance policy owned by the Company.
Effective as of March 1, 1999, the Company entered into a
ten year employment agreement with Mr. Ivchenko. Pursuant
thereto, Mr. Ivchenko shall be paid an annual salary of not less
than the greater of his annual base salary in effect immediately
prior to the effective date of the agreement or any subsequently
established annual base salary. In addition thereto, Mr. Ivchenko
shall receive as additional compensation a certain percentage (as
set forth below) of the Company's annual gross sales up to but
not exceeding annual gross sales of $3 million. Such percentage
starts at 1.50% for the fiscal year ended February 29, 2000 and
increases by 0.25% per year during the term of the agreement. In
the event of death or disability, the agreement provides that Mr.
Ivchenko or his estate will receive 100% of his annual salary and
additional compensation as described above for the fiscal year
during which he died or became disabled, and 50% of his annual
salary and annual additional compensation which he would had
received (if not for his death or disability) for the remainder
of the ten year term.
Effective as of March 1, 1999, the Company also entered into
a ten year employment agreement with Murray S. Cohen, Chairman
of the Board and Chief Executive Officer of the Company.
Pursuant thereto, Dr. Cohen shall be paid an annual salary of not
less than the greater of his annual base salary in effect
immediately prior to the effective date of the agreement or any
subsequently established annual base salary. In addition thereto,
Dr. Cohen shall receive as additional compensation a certain
percentage (as set forth below) of the Company's annual gross
sales up to but not exceeding annual gross sales of $3 million.
Such percentage starts at 2.00% for the fiscal year ended
February 29, 2000 and increases by 0.25% per year during the term
of the agreement. In the event of death or disability, the
agreement provides that Dr. Cohen or his estate will receive 100%
of his annual salary and additional compensation as described
above for the fiscal year during which he died or became
disabled, and 50% of his annual salary and annual additional
compensation which he would had received (if not for his death or
disability) for the remainder of the ten year term. The Company
had previously entered into a deferred compensation agreement in
June 1998 with Dr. Cohen which provided for the payment of
certain funds to Dr. Cohen for a period of ten years beginning
two weeks after the date of his retirement. Such agreement was
terminated in connection with the execution of the employment
agreement with Dr. Cohen. In addition to the foregoing, Dr.
Cohen will be entitled to receive $79,041 upon his retirement in
connection with a deferred compensation agreement entered into in
January 1996 which was terminated in June 1998. Such amount will
be paid to Dr. Cohen upon retirement either in equal consecutive
monthly payments for a period not exceeding 60 months or a single
payment which will be at the discretion of the Company.
The Company does not have any termination or change in
control arrangements with any of its named executive officers.
Transactions with Management and Others
See "Deferred Compensation/Employment Contracts and Change
in Control Arrangements" above for information on the
transactions described therein.
Material Proceedings
There are no material proceedings to which any director,
officer or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting
securities of the
Company, or any associate of any such director,
officer, affiliate of the Company, or security holder is a party
adverse to the Company or has a material interest adverse to the
Company.
Additional Information
During the fiscal year ended February 28, 2004, the Board of
Directors of the Company held two formal meetings. In addition,
the Board of Directors took action by unanimous written consent
and met informally on other occasions during the period. Each of
the incumbent directors was in attendance at all meetings of the
Board of Directors during fiscal 2004.
The Compensation Committee of the Board of Directors which
presently consists of Dr. Cohen and Messrs. Ivchenko and Dunkel
held no formal meeting during the last fiscal year but met
informally on other occasions during the period. The
Compensation Committee has the authority to determine salaries
and bonuses, and to make awards of options to purchase capital
stock of the Company to the officers, directors and employees of
the Company. The Company does not have standing audit or
nominating committees of the Board of Directors.
INDEPENDENT AUDITORS
The Company has selected IWA Financial Consulting LLC as its
principal independent accountants for fiscal 2005. It is
expected that a representative of IWA Financial Consulting LLC
will be present at the Annual Meeting, with the opportunity to
make a statement if he or she desires to do so, and will be
available to respond to appropriate questions. IWA Financial
Consulting LLC were the principal independent accountants for
the Company during fiscal 2004.
The following is a summary of the fees billed to us by the
principal accountants to the Company for professional services
rendered for the fiscal years ended February 29, 2004 and
February 28, 2003:
Fiscal 2004 Fiscal 2003
Fee Category Fees Fees
Audit Fees $45,165 $44,170
Audit Related Fees $0 $0
Tax Fees $3,000 $3,000
All Other Fees $0 $0
Total Fees $48,165 $47,170
Audit Fees. Consists of fees billed for professional
services rendered for the audit of our financial statements
and review of interim consolidated financial statements
included in quarterly reports and services that are normally
provided by the principal accountants in connection with
statutory and regulatory filings or engagements.
Audit Related Fees. Consists of fees billed for assurance
and related services that are reasonably related to the
performance of the audit or review of our consolidated financial
statements and are not reported under "Audit Fees".
Tax Fees. Consists of fees billed for professional services
for tax compliance, tax advice and tax planning. These services
include preparation of federal and state income tax returns.
All Other Fees. Consists of fees for product and
services other than the services reported above.
Pre-Approval Policies and Procedures
Prior to engaging its accountants to perform a particular
service, the Company's Board of Directors obtains an estimate for
the service to be performed. All of the services described above
were approved by the Board of Directors in accordance with its
procedures.
MISCELLANEOUS INFORMATION
Stockholders' Proposals
Any stockholder who wishes to present a proposal for action
at the next Meeting of Stockholders and who wishes to have it set
forth in the proxy statement and identified in the form of proxy
prepared by management must notify management of the Company so
that such notice is received by management at its principal
executive offices at 358-364 Adams Street, Newark, New Jersey
07105 by June 7, 2005 and is in such form as is required under
the rules and regulations promulgated by the Securities and
Exchange Commission.
Stockholder Communications with the Board of Directors
Historically, we have not adopted a formal process for
stockholder communications with the Board. Nevertheless, every
effort is made to ensure that the Board or individual directors,
as applicable, hear the views of stockholders and that
appropriate responses are provided to stockholders in a timely
manner. Any matter intended for the Board, or for any individual
member or members of the Board, should be directed to our
Secretary, at the Company's address with a request to forward the
same to the intended recipient.
Other Business
The Board of Directors knows of no other business to be
presented at the Annual Meeting but if other matters properly do
come before the meeting, it is intended that the persons named in
the accompanying proxy will vote the shares for which they hold
proxies in accordance with their judgment.
Annual Report of Form 10-KSB
The Company's Annual Report on Form 10-KSB for the fiscal
year ended February 29, 2004 is being delivered to the Company's
stockholders with this Proxy Statement. Such report is not to be
considered part of the soliciting material.
By Order of The Board of Directors,
MURRAY S. COHEN, Ph.D.,
Chairman
Dated: October 5, 2004
Newark, New Jersey
APPENDIX
FORM OF PROXY CARD
PROXY
EPOLIN, INC.
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 28, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Murray S. Cohen and
James Ivchenko, and each of them, with power of substitution as
proxies for the undersigned to act and vote at the Annual
Meeting of Stockholders of Epolin, Inc. (the "Company") to be
held on October 28, 2004, at 3:00 p.m., local time, at the
principal executive offices of the Company, 358-364 Adams
Street, Newark, New Jersey 07105, and any adjournments thereof
for the following purposes:
1. Election of Directors - Nominees: Murray S. Cohen, James
Ivchenko, Morris Dunkel and James R.
Torpey.
[ ] FOR [ ] FOR ALL EXCEPT [ ] WITHHOLD
INSTRUCTION: To withhold your vote for any nominee(s), mark
"For All Except" and write that nominee's name on the line
below.
2. To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR PROPOSAL 1.
Signatures of Shareholder(s)
Date:
NOTE: Please sign your name exactly as it appears on this
Proxy. Jointly held shares require only one signature. If you
are signing this Proxy as an attorney, administrator, agent,
corporation, officer, executor, trustee or guardian, etc.,
please add your full title to your signature.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE
SIGN AND RETURN ALL CARDS IN THE ACCOMPANYING ENVELOPE.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY TODAY