SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
[ ] Confidential, for use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
BRADLEY PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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2) Aggregate number of securities to which
transaction applies:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
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4) Date Filed:
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BRADLEY PHARMACEUTICALS, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To the Shareholders of Bradley Pharmaceuticals, Inc.:
The Annual Meeting of Shareholders (the "Meeting") of
Bradley Pharmaceuticals, Inc., a New Jersey corporation (the
"Company"), will be held at Bradley Pharmaceuticals, Inc., 383
Route 46 West, Fairfield, New Jersey, on Thursday, August 28,
1997 at 10:00 A.M., Local Time, to consider and act upon the
following:
1. To elect five directors of the Company, two by the
holders of the Class A Common Stock of the Company
voting separately as a class, and three by the holders
of the Class B Common Stock of the Company voting
separately as a class, to serve until the next Annual
Meeting of Shareholders and until their successors are
duly elected and qualified;
2. To ratify and approve an amendment to the Company's
1990 Stock Option Plan, as amended (the "Plan"), to
increase, from 1,500,000 shares, to 2,600,000 shares,
the number of shares of Class A Common Stock reserved
for issuance upon the exercise of options granted under
the Plan; and
3. To consider and act upon such other matters as may
properly come before the Meeting or any adjournment
thereof.
Only shareholders of record of the Class A and Class B
Common Stock of the Company, each no par value per share, at the
close of business on July 28, 1997 shall be entitled to receive
notice of, and to vote at, the Meeting, and at any adjournment or
adjournments thereof. A Proxy and a Proxy Statement for the
Meeting are enclosed herewith.
All shareholders are cordially invited to attend the
Meeting. If you do not expect to be present, you are requested
to fill in, date and sign the enclosed Proxy, which is solicited
by the Board of Directors of the Company, and to mail it promptly
in the enclosed envelope to make sure that your shares are
represented at the Meeting. In the event you decide to attend
the Meeting in person, you may, if you desire, revoke your Proxy
and vote your shares in person.
By Order of the Board of Directors.
DANIEL GLASSMAN
Chairman and CEO
Dated: July 28, 1997
IMPORTANT
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THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
BRADLEY PHARMACEUTICALS, INC.
383 ROUTE 46 WEST
FAIRFIELD, NEW JERSEY 07004-2402
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 28, 1997
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GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Bradley
Pharmaceuticals, Inc., a New Jersey corporation (the "Company"),
to be voted at the Annual Meeting of Shareholders of the Company
(the "Meeting") which will be held at Bradley Pharmaceuticals,
Inc., 383 Route 46 West, Fairfield, New Jersey, on Thursday,
August 28, 1997, at 10:00 A.M., Local Time, and any adjournment
or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders and in this
Proxy Statement.
The principal executive offices of the Company are located
at 383 Route 46 West, Fairfield, New Jersey 07004-2402. The
approximate date on which this Proxy Statement and accompanying
Proxy will first be sent or given to shareholders is July 29,
1997.
A Proxy, in the accompanying form, which is properly
executed, duly returned to the Company and not revoked will be
voted in accordance with the instructions contained therein and,
in the absence of specific instructions, will be voted FOR the
election as directors of the persons who have been nominated by
the Board of Directors, FOR the ratification and approval of an
amendment to the Company's 1990 Stock Option Plan, as amended
(the "Plan"), increasing, from 1,500,000 shares, to 2,600,000
shares, the number of shares of Class A Common Stock reserved for
issuance upon the exercise of options granted under the Plan (the
"Plan Amendment"), and in accordance with the judgment of the
person or persons voting the proxies on any other matter that may
be properly brought before the Meeting. Each such Proxy granted
may be revoked at any time thereafter by writing to the Secretary
of the Company prior to the Meeting, or by execution and delivery
of a subsequent Proxy or by attendance and voting in person at
the Meeting, except as to any matter or matters upon which, prior
to such revocation, a vote shall have been cast pursuant to the
authority conferred by such Proxy.
VOTING SECURITIES
At the close of business on July 28, 1997, the record date
for the determination of shareholders entitled to vote at the
Meeting (the "Record Date"), the Company had outstanding
7,622,122 shares of its Class A Common Stock, no par value per
share (the "Class A Common Stock"), and 431,552 shares of its
Class B Common Stock, no par value per share (the "Class B Common
Stock"). There were no other classes of voting securities
outstanding at the Record Date. The holders of such Class A and
Class B Common Stock are entitled to one vote and five votes,
respectively, for each share held on such Record Date, but with
respect to the election of Directors, so long as there are at
least 325,000 shares of Class B Common Stock issued and
outstanding (of which there were as of the Record Date), holders
of Class A Common Stock, voting separately as a class, are
entitled to elect two directors and holders of Class B Common
Stock, voting separately as a class, are entitled to elect three
directors.
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Under the rules of the Securities and Exchange Commission,
boxes and a designated blank space are provided on the Proxy card
for shareholders to mark if they wish to withhold authority to
vote for one or more nominees for director. Votes withheld in
connection with the election of one or more of the nominees for
director will be counted as votes cast against such individuals
and will be counted toward the presence of a quorum for the
transaction of business. If no direction is indicated, the Proxy
will be voted for the election of the nominees for director.
Under the rules of the National Association of Securities
Dealers, Inc., a broker "non-vote" has no effect on the outcome
of the election of directors or the establishment of a quorum for
such election. The form of proxy does not provide for
abstentions with respect to the election of directors; however, a
shareholder present at the Meeting may abstain with respect to
such election. The treatment of broker "non-votes" and
abstentions with respect to the election of directors is
consistent with applicable New Jersey law and the Company's By-
laws.
No person has been authorized to give any information or to
make any representation other than those contained in this Proxy
Statement and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company.
A copy of the Company's 1997 Annual Report to Shareholders
is also being mailed to you herewith. Said Annual Report
contains the financial statements of the Company and a report
with respect thereto by Grant Thornton, the Company's independent
auditors. Said Annual Report is not deemed a part of the
soliciting material for the Proxy.
RECENT DEVELOPMENTS
On June 2, 1997, the Board of Directors of the Company
authorized the issuance of 254,311 shares of Class B Common Stock
(the "Reissued Class B Stock") to Daniel Glassman, the Company's
President and Chief Executive Officer. The Reissued Class B
Stock was issued to Mr. Glassman in consideration for, among
other things, Mr. Glassman's delivery to the Company, for
cancellation, of 254,311 shares of Class A Common Stock of the
Company. The issuance of the Reissued Class B Stock to Mr.
Glassman was the result of the Board of Directors' decision to
restore management status quo following the Board's recently
learning that Mr. Glassman had pledged (the "Pledge"), in April
1995, 254,311 shares of Class B Common Stock then owned by Mr.
Glassman (the "Pledged Shares") to secure certain obligations of
Mr. Glassman to an unaffiliated third party lender. Mr. Glassman
has delivered to the Company a letter in which he states that the
Pledge was an inadvertent error on his part and that had he been
aware of the potential ramifications of the Pledge, he would have
pledged other collateral to secure the obligations in question.
Pursuant to the Company's Certificate of Incorporation, as
amended (the "Charter"), the Pledged Shares automatically
converted into shares of Class A Common Stock upon the Pledge by
Mr. Glassman. Consequently, the number of outstanding shares of
Class B Common Stock following the Pledge was reduced by 254,311
shares. Pursuant to the Charter, holders of the Company's Class
B Common Stock are entitled to elect a majority of the Company's
directors so long as there are at least 325,000 shares of Class B
Common Stock issued and outstanding; otherwise, all holders of
Class A and Class B Common Stock, voting as a single class, are
entitled to elect all of the Company's directors. During
November 1995, and pursuant to matters unrelated to the Pledge,
an aggregate of 428,358 other shares of Class B Common Stock were
returned to, and retired by, the Company. As a result thereof,
the number of outstanding shares of Class B Common Stock fell
below the aforementioned 325,000 share threshold. In light of
the Company's being unaware of the Pledge, holders of the
Company's Class A and Class B Common Stock, voting as separate
classes, elected two directors and three directors, respectively,
at the Company's Annual Stockholders' Meeting held in May 1996
(the "1996 Annual Meeting"), rather than voting together as a
single class to elect all of the Company's directors.
Accordingly, since the 1996 Annual Meeting, only the two
directors of the Company elected by the holders of the Class A
Common Stock (the "Class A Directors") have been duly and validly
elected. Prior to June 3, 1997, the Company's By-Laws stated
that the Company shall have three directors. Since their
election by stockholders at the 1996 Annual Meeting, the two
Class A Directors, each of whom was an independent director,
voted in favor of all matters approved by the Board of Directors.
Prior to the authorization of the issuance of the Reissued Class
B Stock to Mr. Glassman, the Class A Directors appointed David
Hillman, Secretary of the Company, as the third director of the
Company.
Since the issuance of the Reissued Class B Stock to Mr.
Glassman caused the number of issued and outstanding shares of
Class B Common Stock to increase to 431,552 shares (above the
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325,000 share threshold set forth in the Company's Charter), the
holders of Class B Common Stock became entitled to elect a
majority (consisting of three) of the Company's directors.
Following the issuance to Mr. Glassman of the Reissued Class B
Stock, the directors of the Company amended the Company's By-Laws
to provide that the Board of Directors shall be comprised of five
persons and the holders of the outstanding Class B Common Stock,
acting separately as a class in accordance with the Company's
Charter, elected, by majority written consent in lieu of a
meeting, Daniel Glassman and Iris S. Glassman as directors of the
Company and David Hillman was designated as a director elected by
the holders of the Class B Common Stock.
At a Special Meeting of Stockholders held in August 1996, it
was reported that an amendment (the "Option Plan Amendment") to
the Company's 1990 Stock Option Plan, as amended (the "Plan"),
had been approved by stockholders increasing, from 1,500,000
shares to 2,600,000 shares, the number of shares of Class A
Common Stock authorized for issuance under the Plan. Given the
ramifications of the Pledge, and in particular, that the 254,311
Class B shares voted in favor of the Option Plan Amendment by Mr.
Glassman were counted as 1,271,555 votes (giving effect to the
5:1 voting power attributable to Class B shares) but should have
been counted as only 254,311 shares of Class A Common Stock
voting in favor of the Option Plan Amendment, there was an
insufficient number of shares of Common Stock of the Company
voting to approve the Option Plan Amendment. Accordingly, the
Board of Directors has determined to treat the Option Plan
Amendment as having been rejected by the Company's stockholders.
Options under the Plan to acquire an aggregate of 140,000 shares
of Class A Common Stock granted by the Company in reliance upon
the Option Plan Amendment having been approved by stockholders
have been returned voluntarily to the Company by the relevant
optionees for cancellation. As a consequence of believing, in
good faith, that the Option Plan Amendment had been approved by
stockholders, between August 15, 1996 and December 31, 1996,
there were outstanding options to acquire under the Plan in
excess of 1,500,000 shares of Class A Common Stock. As a result
of options to acquire an aggregate of 423,354 shares of Class A
Common Stock under the Plan being cancelled during 1996 due to
optionees leaving the employ of the Company, there are
outstanding, as of the date of this report, options to acquire an
aggregate of 1,485,365 of Class A Common Stock under the Plan.
OWNERSHIP OF COMMON STOCK BY DIRECTORS, EXECUTIVE OFFICERS
AND FIVE PERCENT BENEFICIAL HOLDERS
The following table sets forth certain information as of
July 28, 1997, regarding the ownership of the Company's Class A
and Class B Common Stock by (i) each director of the Company,
(ii) each executive officer of the Company named in the Summary
Compensation Table set forth elsewhere in this Proxy Statement,
(iii) each beneficial owner of more than five percent of the
Class A and Class B Common Stock of the Company known by
management and (iv) all directors and executive officers of the
Company, as a group, and the percentage of outstanding shares of
Class A and Class B Common Stock beneficially held by them on
that date.
Since each share of Class B Common Stock may be converted at
any time by the holder into one share of Class A Common Stock,
the beneficial ownership rules promulgated under the Securities
Exchange Act of 1934, as amended, require that all shares of
Class A Common Stock issuable upon the conversion of Class B
Common Stock by any stockholder be included in determining the
number of shares and percentage of Class A Common Stock held by
such stockholder. The effect of the assumption that such
stockholder is the beneficial owner of such shares is also
reflected in the following table. For a more complete
description of the method used to determine such beneficial
ownership, see footnote 2 to the following table:
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AMOUNT AND NATURE OF BENEFICIAL
OWNER(1)(2)
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NAME OF ADDRESS OF CLASS A CLASS B
BENEFICIAL OWNER COMMON STOCK COMMON STOCK
------------------ ------------ ------------
Daniel Glassman 1,070,621(3) 311,736(4)
383 Route 46 West
Fairfield, NJ
Iris S. Glassman 208,607(5) 37,283(6)
383 Route 46 West
Fairfield, NJ
David Hillman 132,183(7) 43,610
383 Route 46 West
Fairfield, NJ
Phillip McGinn 1,000 -0-
383 Route 46 West
Fairfield, NJ
Alan G. Wolin 57,230(8) -0-
383 Route 46 West
Fairfield, NJ
Alan V. Gallantar 63,100(9) -0-
383 Route 46 West
Fairfield, NJ
Berlex Laboratories, Inc. 1,000,000 -0-
110 East Hanover Avenue
Cedar Knolls, NJ
All executive officers and 1,648,747(3)(4) 402,821(4)(6)
directors as a group (10 (5)(6)(7)(8)(9)
persons)
PERCENT OF CLASS(2)
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NAME OF ADDRESS OF CLASS A CLASS B
BENEFICIAL OWNER COMMON STOCK COMMON STOCK
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Daniel Glassman 12.42% 72.24%
383 Route 46 West
Fairfield, NJ
Iris S. Glassman 2.67% 8.64%
383 Route 46 West
Fairfield, NJ
David Hillman 1.71% 10.11%
383 Route 46 West
Fairfield, NJ
Phillip McGinn * -
383 Route 46 West
Fairfield, NJ
Alan G. Wolin * -
383 Route 46 West
Fairfield, NJ
Alan V. Gallantar *
383 Route 46 West
Fairfield, NJ
Berlex Laboratories, Inc. 13.11% -
110 East Hanover Avenue
Cedar Knolls, NJ
All executive officers and 22.70% 93.34%
directors as a group (10
persons)
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* Represents less than one percent.
(1) Unless otherwise indicated, the stockholders identified in
this table have sole voting and investment power with
respect to the shares beneficially owned by them.
(2) Each named person and all executive officers and directors,
as a group, are deemed to be the beneficial owners of
securities that may be acquired within 60 days through the
exercise of options, warrants or exchange or conversion
rights. Accordingly, the number of shares and percentage
set forth opposite each stockholder's name under the columns
"Class A Common Stock" includes shares of Class A Common
Stock issuable upon exercise of presently exercisable
warrants and stock options and shares of Class A Common
Stock issuable upon conversion of shares of Class B Common
Stock. The shares of Class A Common Stock so issuable upon
such exercise, exchange or conversion by any such
stockholder are not included in calculating the number of
shares or percentage of Class A Common Stock beneficially
owned by any other stockholder.
(3) Includes 311,736 shares issuable upon conversion of a like
number of shares of Class B Common Stock. Of these shares,
64,096 shares are owned indirectly by Mr. Glassman through
affiliates and 684,089 shares underlie presently exercisable
options owned by Mr. Glassman. Mr. Glassman's affiliates
have disclaimed beneficial ownership over all of these
shares. Mr. Glassman disclaims beneficial ownership over
shares and options owned by his wife, Iris S. Glassman.
(4) Includes 26,098 shares owned indirectly by Mr. Glassman
through affiliates. Mr. Glassman's affiliates have
disclaimed beneficial ownership over these shares. Does not
include 16,403 shares beneficially owned by Iris S.
Glassman, Mr. Glassman's wife.
(5) Includes 37,283 shares issuable upon conversion of a like
number of shares of Class B Common Stock, 6,700 shares owned
indirectly by Mrs. Glassman through affiliates, 25,220
shares owned indirectly by Mrs. Glassman as trustee for her
children's trusts and 139,404 shares underlying presently
exercisable options. Mrs. Glassman disclaims beneficial
ownership over all shares beneficially owned by her husband,
Daniel Glassman.
(6) Includes 20,880 shares owned indirectly by Mrs. Glassman as
trustee for the Bradley Glassman 1995 Trust. Mrs. Glassman
disclaims beneficial ownership over all shares of Class B
Common Stock beneficially owned by her husband, Daniel
Glassman.
(7) Includes 43,610 shares issuable upon conversion of a like
number of shares of Class B Common Stock, 1,780 shares owned
indirectly by Mr. Hillman through an affiliate and 80,318
shares underlying presently exercisable options. Mr.
Hillman's affiliate has disclaimed beneficial ownership over
shares owned by it.
(8) Includes 2,300 shares underlying presently exercisable
options and 15,033 shares owned indirectly by Dr. Wolin
through affiliates.
(9) Includes 38,000 shares underlying presently exercisable
options and 25,000 shares owned indirectly by Mr. Gallantar
through an affiliate.
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PROPOSAL I
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected to serve
until the next Annual Meeting of Shareholders and until their
successors shall be duly elected and shall qualify. Two
directors are to be elected by the holders of the Class A Common
Stock, voting separately as a class, and three directors are to
be elected by the holders of the Class B Common Stock, voting
separately as a class. Unless otherwise specified, all proxies
received will be voted in favor of the election of the nominees
of the Board of Directors named below as directors of the Company
for each respective class of stock. All of the nominees are
presently directors of the Company. The term of the current
directors expires at the Meeting. Should any of the nominees not
remain a candidate for election at the date of the Meeting (which
contingency is not now contemplated or foreseen by the Board of
Directors), proxies solicited hereunder will be voted in favor of
those nominees who do remain candidates and may be voted for
substitute nominees selected by the Board of Directors. Assuming
a quorum is present with respect to each of the Class A and Class
B Common Stock, a vote of a majority of the shares of Class A
Common Stock present, in person or by proxy, at the Meeting, is
required to elect the Class A nominees as directors and a vote of
a majority of the shares of Class B Common Stock present, in
person or by proxy, at the Meeting, is required to elect the
Class B nominees as directors.
NOMINEES FOR ELECTION BY THE HOLDERS OF CLASS A COMMON STOCK
DR. PHILIP W. MCGINN, JR.
Dr. Philip McGinn, age 71, has served as a director of the
Company since December 1996. Since 1984, Dr. McGinn has also
served as President of Worldwide Marketing and Translation
Services, Inc., a New Jersey based company providing consulting
services in new product and company acquisitions, marketing,
market analysis, promotional planning, sales training, management
development and business, educational and translation services.
Dr. McGinn also served as Associate Dean, School of Health
Professions, Long Island University, from 1990 to 1996.
ALAN G. WOLIN, PH.D.
Alan G. Wolin, Ph. D., age 64, has served as a director of
the Company since May 12, 1997. Since 1988, Dr. Wolin has served
as an independent consultant to various companies in the food,
drug and cosmetic industries. Between 1962 and 1987, Dr. Wolin
served M&M/Mars, the world's largest candy company, in various
capacities, including Director of Consumer Quality Assurance and
Quality Coordination. In his capacity as Director of Consumer
Quality Assurance and Quality Coordination, Dr. Wolin was
responsible for ensuring consumer quality and public health
issues relating to M&M/Mars' products.
NOMINEES FOR ELECTION BY THE HOLDERS OF CLASS B COMMON STOCK
DANIEL GLASSMAN
Daniel Glassman, age 55, is a founder of the Company and has
served as its Chief Executive Officer since the Company's
inception in January 1985. Mr. Glassman has also served as the
Company's Chairman of the Board from January 1985 through April
1995 and from June 2, 1997 through the date of this Proxy
Statement. Mr. Glassman has also served as President of the
Company since February 1991. Mr. Glassman, a registered
pharmacist, is also Chairman of the Board of Banyan
Communications Group Inc., a communications company controlled by
Mr. Glassman ("Banyan"). Banyan encompasses two marketing
research organizations (Danis Research and Hospital Research
Associates) and an advertising agency (Daniel Glassman
Advertising). Mr. Glassman has operated these companies for more
than the last eighteen years. Mr. Glassman was previously Vice
President for Client Services for Medicus Communications, Inc.,
where he directed marketing programs for pharmaceutical companies
such as Procter & Gamble, Rorer, Schering-Plough corporation and
Merrill-Dow, Inc. Mr. Glassman is the husband of Iris Glassman,
the Treasurer and a director of the Company. Mr. Glassman is
also Chairman of the Board, President and Chief Executive Officer
of Doak Dermatologics, Inc., Bradley Pharmaceuticals Overseas,
Ltd. and Bradley Pharmaceuticals (Canada), Inc., subsidiaries of
the Company.
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IRIS S. GLASSMAN
Iris S. Glassman, age 54, has served as Treasurer of the
Company since its inception in 1985. Mrs. Glassman has also
served as a director of the Company from January 1985 through
April 1995 and from June 2, 1997 through the date of this Proxy
Statement. Mrs. Glassman is the wife of Daniel Glassman and has
fifteen years of diversified administrative and financial
management experience, including providing budgetary planning and
funds allocation for Banyan.
DAVID HILLMAN
David Hillman, age 56, has served as Secretary of the
Company since 1985 and as a director of the Company from January
1990 through April 1995 and from April 29, 1997 through the date
of this Proxy Statement. For more than the past five years, Mr.
Hillman has also served as a director of Banyan and since 1990,
as President of Banyan's Health Care Division and Treasurer of
Banyan. Mr. Hillman, a registered pharmacist, has also served as
President of Hospital Research Associates, a division of Banyan
engaged in the business of conducting market research for the
pharmaceutical industry, since 1983. Mr. Hillman has over
sixteen years of market research, sales and marketing experience,
including product group manager for Lederle Laboratories.
OTHER EXECUTIVE OFFICERS OF THE COMPANY
ALBERT FLEISCHNER, PH.D.
Albert Fleischner, Ph.D., age 56, has served as Vice
President, Pharmaceutical Research and Development of the Company
since August 1994. From 1988 to 1994, Dr. Fleischner served as
Director, Pharmaceutics and Chemical Process Development, at
Roberts Pharmaceuticals Corp., a New Jersey based pharmaceuticals
company. Prior thereto, Dr. Fleischner served in research and
development positions with Ford Laboratories and Schering-Plough
Corporation. Dr. Fleischner also owned and operated Fleischner
Pharmacies, a community drug chain of four stores from June 1963
to April 1973.
ALAN V. GALLANTAR
Alan V. Gallantar, age 39, a certified public accountant,
has served as Senior Vice President - Director of Corporate
Planning and Development of the Company since May 1, 1997. From
January 1994 through April 30, 1997, Mr. Gallantar served as
Chief Financial Officer of the Company and from September 1992
through January 1994, Mr. Gallantar served as Controller of the
Company. From 1991 to 1992, Mr. Gallantar served as a financial
consultant to the Company. From 1989 to 1991, Mr. Gallantar
served as a Divisional Controller for Paine Webber, Inc. and
prior thereto in several financial positions with Chase Manhattan
Bank, N.A., Philip Morris Inc. and Deloitte & Touche.
GENE L. GOLDBERG
Gene L. Goldberg, age 59, has served as Senior Vice
President - Marketing and Business Planning of the Company since
January 1, 1997. For more than the past five years, Mr. Goldberg
has also served as Executive Vice President of Daniel Glassman
Advertising, a division of Banyan.
LAWRENCE LENZ
Lawrence Lenz, age 50, has served as Chief Financial Officer
and Vice President - Finance of the Company since May 1, 1997 and
February 11, 1997, respectively. For more than 16 years prior
thereto, Mr. Lenz served as Vice President of C.M. Offray & Sons,
Inc., a New Jersey based manufacturer and distributor of ribbons.
Prior to his affiliation with C.M. Ofray & Sons, Inc., Mr. Lenz
served as Senior Financial Manager of General Foods.
-7-
MARYKAY SCUCCI
MaryKay Scucci, age 38, has served as Chief Operating
Officer of the Company's Doak Dermatologics, Inc. subsidiary
since January 1997. For more than five years prior thereto, Ms.
Scucci held several senior executive positions with Schering
Berlin, Inc. and its Berlex and Berlichem operating subsidiaries.
Schering Berlin, Inc. is the United States holding company of
Schering, AG, a multibillion dollar international organization.
BOARD OF DIRECTORS AND COMMITTEES
During the year ended December 31, 1996 ("Fiscal 1996"),
there were four meetings of the Board of Directors. All
directors attended at least 75% of these meetings.
The Board of Directors has designated from among its members
an Audit Committee, which consists of Messrs. Hillman and McGinn
and Dr. Wolin. The Audit Committee, which reviews the Company's
financial and accounting practices and controls, held two
meetings during Fiscal 1996. The Company does not have a
nominating committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During Fiscal 1996 and 1995, the Company received
administrative support services (consisting principally of
advertising services, mailing, copying, data processing and other
office service) which were charged to operations from Banyan, an
affiliated company controlled by Daniel Glassman, the President
and Chief Executive Officer of the Company, amounting to
approximately $280,000 and $517,000, respectively. During Fiscal
1996 and Fiscal 1995, the Company paid Banyan $291,000, and
$440,000, respectively, for such services. At December 31, 1996,
$11,000 was due the Company from Banyan. At December 31, 1995,
there were no outstanding balances between the Company and
Banyan.
On December 31, 1990, the Company issued a promissory note
in the amount of $123,975 for the cumulative amounts of
previously issued demand loans made to the Company by Mr.
Glassman. This note was satisfied in its entirety in 1995.
In connection with the Company's satisfaction in June 1996
of the $1.87 million current liability then owning to Berlex, the
Company borrowed $100,000 from various trusts established for the
benefit of the children of Mr. Glassman and Iris S. Glassman, Mr.
Glassman's wife and Treasurer and a Director of the Company.
This $100,000 loan was repaid on September 30, 1996 together with
accrued interest at the rate of 16% per annum (approximately
$4,100).
The Company rents its Fairfield, New Jersey operating
facility from Daniel Glassman and Iris S. Glassman pursuant to a
lease expiring on July 31, 1997. This lease is renewable, at the
option of the Company, for an additional one year term at a base
rent of $178,296 per annum. Rent expense, including an allocated
portion of real estate taxes, was approximately $176,000 and
$173,000, respectively, for Fiscal 1996 and Fiscal 1995.
During Fiscal 1996 and Fiscal 1995, Daniel Glassman, the
Company's President and Chief Executive Officer also served as
Chief Executive Officer of Banyan. As such, Mr. Glassman
allocated a portion of his working time to the business of each
of the Company and Banyan (Mr. Glassman estimates that less than
5% of his time is spent on Banyan business). During Fiscal 1996
and Fiscal 1995, Mr. Glassman received compensation from the
Company and Banyan.
During Fiscal 1996 and Fiscal 1995, Alan V. Gallantar, the
Company's then Chief Financial Officer (and current Senior Vice
President and Director - Corporate Planning and Development) also
served as Chief Financial Officer of Banyan. As such, Mr.
Gallantar allocated a portion of his working time to the business
of each of the Company and Banyan (Mr. Gallantar estimates that
less than 5% of his time was spent on Banyan business). During
Fiscal 1995, renumeration paid to Mr. Gallantar by the Company
and Banyan was approximately $54,000 and $74,000, respectively.
The Company reimbursed Banyan for the costs of Mr. Gallantar's
services. Effective January 1, 1996, Mr. Gallantar began
deriving his compensation solely from the Company.
-8-
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
--------------------------
The following table shows all the cash compensation paid by
the Company, as well as certain other compensation paid or
accrued during Fiscal 1996 and the fiscal years ended December
31, 1995 and 1994, to Daniel Glassman, the Company's President
and Chief Executive Officer, and Alan V. Gallantar, who served as
the Company's Corporate Vice President and Chief Financial
Officer during Fiscal 1996 and the fiscal years ended December
31, 1995 and 1994. No other executive officer of the Company
earned total annual salary and bonus for Fiscal 1996 in all
capacities in which such person served the Company in excess of
$100,000. There were no restricted stock awards, long-term
incentive plan payouts or other compensation paid during Fiscal
1996 to the executive officers named in the following table
except as set forth below:
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- -----------------
SECURITIES
NAME AND PRINCIPAL UNDERLYING
POSITION YEAR SALARY BONUS OPTIONS(1)
------------------ ---- ------ ----- -----------------
Daniel Glassman 1996 $122,500 -0- 404,500(3)
President and 1995 $114,542 -0- 359,589(4)
Chief Executive 1994 $ 75,200 -0- 300,000
Officer
Alan V. Gallantar 1996 $118,600 -0- 44,000(5)
Corporate Vice 1995 $ 54,000 -0- -0-
President and 1994 $ 32,900 -0- 23,000
Chief Financial
Officer(2)
__________________
(1) All of these options are exercisable into shares of Class A
Common Stock.
(2) Mr. Gallantar was promoted to the office of Senior Vice
President - Director of Corporate Planning and Development
of the Company on May 1, 1997. Mr. Gallantar ceased serving
as the Company's Corporate Vice President and Chief
Financial Officer as of May 1, 1997.
(3) Of these shares, 31,500 shares underlie options granted on
December 5, 1996 to replace a like number of options
previously granted to Mr. Glassman which expired by their
terms. These options are exercisable at any time prior to
December 4, 2001 at an exercise price of $0.825 per share,
110% of the fair market value for shares of Class A Common
Stock on the date of grant. The remaining 373,000 shares
underlie options which were repriced by the Company on April
18, 1996. These repriced options vest at various times
through 1998 and are exercisable at various times through
2000 at an exercise price of approximately $1.44 per share,
110% of the fair market value for shares of Class A Common
Stock on the date of repricing. See "Report on Repricing of
Options" below.
(4) Of these shares, 341,589 shares underlie options granted on
December 5, 1995. These options are exercisable at any time
prior to December 4, 2000 at an exercise price of $1.16875
per share, 110% of the fair market value for shares of Class
A Common Stock on the date of grant. These options were
granted by agreement with the Company in consideration for
Mr. Glassman's agreement to retire 341,589 shares of Class B
Common Stock previously distributed to him. The remaining
18,000 shares underlie options granted on September 12,
1995, which options expire during 2000 and vest in equal,
one third increments in 1996, 1997 and 1998. The exercise
price for these 18,000 options was originally $3.7125 per
share, approximately 110% of the fair market value for
shares of Class A Common Stock on the original date of
grant. These 18,000 options comprise a portion of the
373,000 options owned by Mr. Glassman which were repriced by
the Company on April 18, 1996. See "Report on Repricing of
Options" below.
(5) These shares underlie options which were repriced by the
Company on February 21, 1996. These repriced options (of
which approximately 86% have already vested) vest at various
times through December 30, 1997 and are exercisable at an
exercise price of $1.47 per share, the fair market value for
shares of Class A Common Stock on the date of repricing.
See "Report on Repricing of Options" below.
-9-
Option Grants in Fiscal 1996
----------------------------
The following table sets forth information concerning
outstanding options to purchase shares of the Company's Class A
Common Stock granted during Fiscal 1996 by the Company to Daniel
Glassman, the only executive officer of the Company granted
options during Fiscal 1996. Neither options to purchase shares
of Class B Common Stock nor stock appreciation rights were
granted by the Company during Fiscal 1996. The exercise prices
for all options reported below are not less than 110% of the per
share market prices for Class A Common Stock on their dates of
grant.
INDIVIDUAL GRANTS
-----------------
% OF
TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED 1996(1) ($/SH) DATE
---- ---------- --------- -------- ----------
Daniel Glassman 31,500 3.94% $0.825 12/04/01
373,000(2) 46.70% $1.440 12/04/00
________________
(1) This figure includes 533,320 options previously granted to
employees which, at the election of the employee/optionees,
were repriced during Fiscal 1996.
(2) These shares underlie options that were repriced by the
Company on April 18, 1996. See "Report on Repricing of
Options" below.
Aggregated Option Exercises in Fiscal 1996 and
Fiscal Year-End Option Values
----------------------------------------------
The following table presents the value, on an aggregate
basis, as of December 31, 1996, of outstanding stock options held
by the executive officers of the Company listed in the Summary
Compensation Table above. No stock options were exercised by the
executive officers listed below during Fiscal 1996.
NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT
FISCAL YEAR-END
-------------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------
Daniel Glassman 634,089 112,000
Alan V. Gallantar 36,333 7,667
VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT
FISCAL YEAR-END(1)
---------------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------
Daniel Glassman $64,646 $ -0-
Alan V. Gallantar $ -0- $ -0-
____________________
(1) Based on the closing sale price of $1.313 per share of Class
A Common Stock on December 31, 1996, as reported by NASDAQ.
Employment Contracts and
Termination of Employment and Change-in-Control Arrangements
------------------------------------------------------------
The Company does not have any employment contracts or
termination of employment or change-in-control arrangements with
any of its executive officers.
Compensation of Directors
-------------------------
Directors who are not officers or employees of the Company
receive a director's fee of $600 for each meeting of the Board of
Directors, or a committee thereof, attended by such director,
plus out-of-pocket costs. Directors who are also officers or
employees of the Company receive no additional compensation for
their services as directors.
-10-
On December 5, 1996, concurrently with Dr. Philip McGinn's
appointment as a director of the Company, Dr. McGinn was granted
options to purchase up to 15,000 shares of Class A Common Stock
of the Company. These options vest in three equal and annual
installments commencing on December 5, 1997 and expire on
December 4, 2006. These options are exercisable at $0.6875 per
share (the fair market value per share of Class A Common Stock as
of the date of grant).
On January 5, 1996, Mr. David Hillman was granted options to
purchase up to 53,568 shares of Class A Common Stock of the
Company at an exercise price of $1.1875 per share (the fair
market value per share of Class A Common Stock as of the date of
grant). These options vested immediately and expire January 4,
2006. These options were granted by agreement with the Company
in consideration for Mr. Hillman's agreement to retire 53,568
shares of Class B Common Stock previously owned by him.
Report on Repricing of Options
------------------------------
On February 16, 1996, the Board of Directors of the Company
agreed to reprice all outstanding stock options (consisting
solely of options outstanding under the Company's 1990 Stock
Option Plan, as amended) so that the exercise price of such
options would be recast to be the closing price of the Company's
Class A Stock as published in The Wall Street Journal on the day
-----------------------
the stock options were returned to the Company, if such options
were returned prior to 1:00 p.m., or the next days' closing price
as published in The Wall Street Journal if such options were
-----------------------
returned after 1:00 p.m. This repricing concluded on June 30,
1996. The weighted average exercise price of all repriced
options (after giving effect to the repricing) was approximately
$1.46. This repricing (during a period when the Company's Board
of Directors determined that the Company's stock price was
depressed) was authorized by the Board of Directors to provide,
among other things, an incentive for the Company's associates and
consultants to share in the Company's future growth and remain
with the Company.
The following table sets forth certain information regarding
options that were repriced by the executive officers of the
Company listed in the Summary Compensation Table above and the
directors of the Company.
WEIGHTED
AVERAGE WEIGHTED
NUMBER OF EXERCISE PRICE AVERAGE PRICE
OPTIONS BEFORE AFTER
OPTIONEE REPRICED REPRICING REPRICING
--------- --------- -------------- -------------
Daniel Glassman 373,000 $3.72 $1.44
Alan V. Gallantar 44,000 $2.72 $1.47
Iris S. Glassman 145,192 $3.41 $1.31
David Hillman 28,750 $3.17 $1.54
Alan G. Wolin 2,300 $3.09 $1.69
PROPOSAL II
THE PLAN AMENDMENT
GENERALLY
The Board of Directors proposes that shareholders ratify and
approve an amendment to the Company's 1990 Stock Option Plan, as
amended (the "Plan"), to increase, from 1,500,000 shares to
2,600,000 shares, the number of shares of Class A Common Stock
reserved for issuance upon the exercise of options granted under
the Plan (the "Plan Amendment").
Pursuant to the Plan, both incentive and non-qualified stock
options currently may be granted to officers, directors,
employees, consultants and advisors of the Company, up to an
aggregate of 1,500,000 shares. As of the Record Date, options to
purchase an aggregate of 1,486,365 shares of Class A Common Stock
were outstanding under the Plan and options to purchase 13,635
shares of Class A Common Stock remained available for grant under
-11-
the Plan. The proposed Plan Amendment would increase, to
2,600,000, the number of shares of Class A Common Stock reserved
for issuance pursuant to options granted or to be granted.
On July 11, 1997, the Board of Directors approved, subject
to shareholder ratification at the Meeting, the Plan Amendment.
At that date, the Board of Directors further approved certain
administrative and other non-substantive amendments to the Plan,
thereby bringing the Plan into compliance with Rule 16b-3
promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. The Board of
Directors believes that it is in the Company's and its
shareholders' best interests to ratify and approve the Plan
Amendment to allow the Company to continue to grant options under
the Plan to secure for the Company the benefits of the additional
incentive inherent in the ownership of its Class A Common Stock
by key employees, officers and directors and to help the Company
secure and retain the services of key employees. Approval by the
holders of a majority of the shares of Class A and Class B Common
Stock of the Company represented in person or by proxy at the
Meeting, voting as a single class, is necessary for shareholder
ratification and approval of the Plan Amendment. In voting on
such ratification and approval, each share of Class A Common
Stock will be entitled to one vote and each share of Class B
Common Stock will be entitled to five votes.
A full copy of the proposed Plan Amendment is attached as
Exhibit A to this Proxy Statement. The major features of the
Plan, as proposed to be amended, are summarized below, but this
is only a summary and is qualified in its entirety by reference
to the full text of the Plan. Capitalized terms not otherwise
defined herein shall have the meanings given them in the Plan.
On July 22, 1997, the closing bid and asked prices for shares of
the Company's Class A Common Stock were $1.375 and $1.438,
respectively.
ADMINISTRATION
The Plan is administered by the Board of Directors. As
such, the Board is authorized to interpret the Plan and to make,
amend and rescind the rules and regulations relating to the Plan
and to make all other determinations necessary or advisable for
the Plan's administration and for the grant of options
thereunder.
OPTION PLAN PARTICIPANTS
The selection of persons who are eligible to participate in
the Plan and grants to those individuals are determined by the
Board, in its discretion. The only established criteria to
determine eligibility under the Plan is that employees may be
granted incentive stock options and employees, officers,
directors and consultants may be granted non-statutory stock
options if, in each instance, the Board determines that such
person performs services of special importance to the management,
operation and development of the business of the Company.
Approximately 140 persons currently participate in the Plan.
Each option granted under the Plan must be evidenced by a written
agreement containing such provisions as may be approved by the
Board.
SHARES SUBJECT TO GRANT
Under the Plan, the maximum number of shares of the
Company's Class A Common Stock with respect to which stock
options may be granted is currently 1,500,000 shares and is
proposed to be amended to be 2,600,000 shares. The number of
shares subject to each outstanding stock option, the option price
with respect to outstanding stock options, and the aggregate
number of shares remaining available under the Plan are subject
to adjustment to reflect events such as stock dividends, stock
splits, recapitalizations, mergers, consolidations, or
reorganizations of or by the Company. If a stock option expires
or terminates for any reason without having been fully exercised,
the shares subject to the unexercised portion of the option are
again available for further grant under the Plan.
AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors may terminate or amend the Plan in
any respect at any time, provided that, without shareholder
approval, the Board may not amend the Plan so as to increase the
maximum number of shares in the aggregate which are subject to
the Plan, change the class of persons eligible to receive
incentive stock options or adversely affect the rights of the
holder of any then outstanding option.
-12-
Unless sooner terminated by the Board of Directors, the Plan
will terminate on January 31, 2000, which is ten years after its
effective date. The termination of the Plan will not affect the
validity of any stock option outstanding on the date of
termination.
STOCK OPTIONS
Grant of Stock Options
Both incentive options and nonqualified options may be
granted under the Plan. Incentive stock options may be granted
to employees only, while non-statutory stock options may be
granted to employees, officers, directors and consultants. An
incentive option is intended to qualify as an incentive stock
option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Any incentive option
granted under the Plan must have an exercise price not less than
100% of the fair market value of the shares on the date on which
such option is granted. With respect to an incentive option
granted to a participant who owns more than 10% of the total
combined voting power of all classes of stock of the Company, the
exercise price of such option must not be less than 110% of the
fair market value of the stock subject to such option on the date
such option is granted. A nonqualified option granted under the
Plan must have an exercise price of not less than the par value
of the shares underlying the option on the date on which such
option is granted.
At the time of the exercise of any option granted pursuant
to the Plan, the participant must pay the full option price for
all shares purchased in cash.
Terms of Stock Options
No stock option granted under the Plan may remain
outstanding for more than ten years from the date of grant,
except that, with respect to an incentive option granted to a
participant who, at the time of the grant, owns more than 10% of
the total combined voting stock of all classes of stock of the
Company, such option must expire not more than five years after
the date of the grant.
Continuation of Employment
Unless the Board of Directors, in its discretion, determines
otherwise, all rights to exercise options terminate if the
participant ceases to be an employee of the Company for any cause
other than death or disability. If the participant's employment
is terminated for any reason other than death or disability, or
if the participant retires or resigns, the Board may, in its sole
discretion, allow the participant to exercise the option for up
to three months after such termination, but not after the option
expires, to the extent the option is exercisable at the date of
such termination. If the participant dies or becomes disabled,
the option is exercisable for twelve months after the resulting
termination of employment, but not after the option expires, to
the extent the option is exercisable at the date of such
termination. The Plan provides that as a condition to granting a
stock option under the Plan, the Board may require that the
prospective participant agree in writing to remain in the employ
of the Company for a designated minimum period from the date of
the granting of such stock option.
Non-Transferability of Stock Options
No stock option granted under the Plan may be transferred by
a participant other than by will or by the laws of descent and
distribution, and such stock options are exercisable, during the
lifetime of the participant, only by the participant.
FEDERAL INCOME TAX CONSEQUENCES
The rules governing the tax treatment of options and stock
acquired upon the exercise of options are quite technical.
Therefore, the description of tax consequences set forth below is
necessarily general in nature and does not purport to be
complete. Moreover, statutory provisions are subject to change,
as are their interpretations, and their application may vary in
individual circumstances. Finally, the tax consequences under
applicable state and local income tax laws may not be the same as
under the federal income tax laws.
-13-
Incentive options granted pursuant to the Plan are intended
to qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). If the participant makes no disposition of the shares
acquired pursuant to exercise of an incentive option within one
year after the transfer of shares to such participant and within
two years from grant of the option, such participant will realize
no taxable income as a result of the grant or exercise of such
option; any gain or loss that is subsequently realized may be
treated as long-term capital gain or loss, as the case may be.
Under these circumstances, the Company will not be entitled to a
deduction for federal income tax purposes with respect to either
the issuance of such incentive options or the transfer of shares
upon their exercise.
If shares subject to incentive options are disposed of prior
to the expiration of the above time periods, the participant will
recognize ordinary income in the year in which the disqualifying
disposition occurs, the amount of which will generally be the
lesser of (i) the excess of the market value of the shares on the
date of exercise over the option price, or (ii) the gain
recognized on such disposition. Such amount will ordinarily be
deductible by the Company for federal income tax purposes in the
same year, provided that the Company satisfies certain federal
income tax withholding requirements. In addition, the excess, if
any, of the amount realized on a disqualifying disposition over
the market value of the shares on the date of exercise will be
treated as capital gain.
A participant who acquires shares by exercise of a
nonqualified option generally realizes as taxable ordinary
income, at the time of exercise, the difference between the
exercise price and the fair market value of the shares on the
date of exercise. Unless an election under Section 83(b) of the
Code is timely filed, however, a participant who is subject to
suit under Section 16(b) of the Securities Exchange Act of 1934
with respect to sales of shares acquired upon the exercise of a
nonqualified option recognizes as taxable ordinary income, at the
time he is no longer subject to such suit, the difference between
the exercise price and the fair market value of the shares at
such time. Such amount will ordinarily be deductible by the
Company in the same year, provided that the Company satisfies
certain federal income tax withholding requirements.
Due to the individual tax consequences of acquiring and
exercising stock options, each optionee under the Plan is urged
to consult his or her tax advisor with respect to the acquisition
and the exercise of options.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
RATIFICATION AND APPROVAL OF THE PROPOSED PLAN AMENDMENT
ANNUAL REPORT
All shareholders of record of the Company as of the Record
Date are concurrently being sent a copy of the Company's Annual
Report to Shareholders for Fiscal 1996. This Annual Report
contains certified financial statements of the Company for Fiscal
1996 and the year ended December 31, 1995.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL
HOLDER OF ITS CLASS A AND CLASS B COMMON STOCK AS OF THE RECORD
DATE, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB, AS AMENDED, FOR FISCAL
1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY
SUCH REQUEST SHOULD BE MADE IN WRITING TO BRADLEY
PHARMACEUTICALS, INC., 383 ROUTE 46 WEST, FAIRFIELD, NEW JERSEY
07004-2402, ATTENTION: CORPORATE SECRETARY.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by January 2, 1998 in
order to be considered for inclusion in proxy materials
distributed in connection with the next Annual Meeting of
Shareholders.
-14-
MISCELLANEOUS
As of the date of this Proxy Statement, the Board of
Directors of the Company does not know of any other matter to be
brought before the Meeting. However, if any other matters not
mentioned in the Proxy Statement are properly brought before the
Meeting or any adjournments thereof, the persons named in the
enclosed Proxy or their substitutes will have discretionary
authority to vote proxies given in said form, or otherwise act,
in respect of such matters in accordance with their best
judgment.
All of the costs and expenses in connection with the
solicitation of proxies with respect to the matters described
herein will be borne by the Company. In addition to solicitation
of proxies by use of the mails, directors, officers and employees
(who will receive no compensation therefor in addition to their
regular remuneration) of the Company may solicit the return of
proxies by telephone, telegram or personal interview. The
Company will request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward copies of the
proxy material to their principals and to request instructions
for voting the proxies. The Company may reimburse such banks,
brokerage houses and other custodians, nominees and fiduciaries
for their expenses in connection therewith.
It is important that proxies be returned promptly.
Shareholders are, therefore, urged to fill in, date, sign and
return the Proxy immediately. No postage need be affixed if
mailed in the enclosed envelope in the United States.
By Order of the Board of Directors,
DANIEL GLASSMAN
Chairman & CEO
July 28, 1997
-15-
EXHIBIT A
THIRD AMENDMENT TO BRADLEY PHARMACEUTICALS, INC.
1990 STOCK OPTION PLAN
WHEREAS, BRADLEY PHARMACEUTICALS, INC. (the "Company") has
previously adopted the Bradley Pharmaceuticals, Inc. 1990 Stock
Option Plan, as amended (the "Plan");
WHEREAS, pursuant to Section 12 of the Plan, the Company's
Board of Directors and shareholders have retained the right to
amend the Plan; and
WHEREAS, the Company's Board of Directors now desires to
amend the Plan.
NOW, THEREFORE, IN CONSIDERATION of the premises and by
resolution of the Company's Board of Directors, the Plan is
hereby amended as follows, subject to approval by the Company's
shareholders:
1. The second sentence of Section 6 of the Plan be, and
hereby is, amended to read as follows:
"The aggregate number of Shares which may be issued
under Options exercised under this Plan shall not exceed
2,600,000."