SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
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M.H. MEYERSON & CO., 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 Registrant)
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M. H. MEYERSON & CO., INC.
NEWPORT OFFICE TOWER
525 WASHINGTON BOULEVARD
JERSEY CITY, NEW JERSEY 07310
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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DATE: Thursday, September 5, 2002
TIME: 8:00 A.M.
PLACE: Newport Office Tower
525 Washington Boulevard
Jersey City, New Jersey 07310
MATTERS TO BE VOTED ON:
1. Election of two Class II directors.
2. Ratification of the appointment of Sanville & Company,
Certified Public Accountants as our independent accountant for
our fiscal year ending January 31, 2003.
3. Any other matters properly brought before the shareholders at
the meeting.
By order of the Board of Directors,
Martin H. Meyerson
Chairman and Chief Executive Officer
August 6, 2002
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CONTENTS
Page
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General Information About Voting 2
Proposal No. 1: Election of Directors 4
Proposal No. 2: Appointment of Independent Accountants 13
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PROXY STATEMENT
Your vote at the annual meeting is important to us. Please vote your
shares of common stock by completing the enclosed proxy card and returning it to
us in the enclosed envelope. This proxy statement has information about the
annual meeting and was prepared by the Company's management for the Board of
Directors. This proxy statement was first mailed to shareholders on or about
August 6, 2002.
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE?
You can vote your shares of common stock if our records show that you
owned the shares on July 29, 2002. A total of 6,606,964 shares of common stock
can vote at the annual meeting. You get one vote for each share of common stock.
The enclosed proxy card shows the number of shares you can vote.
HOW DO I VOTE BY PROXY?
Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the annual meeting. Sign and date the proxy card
and mail it back to us in the enclosed envelope. The proxyholders named on the
proxy card will vote your shares as you instruct. If you sign and return the
proxy card but do not vote on a proposal, the proxyholders will vote for you on
that proposal. Unless you instruct otherwise, the proxyholders will vote for all
of the nominees and for each of the other proposals to be considered at the
meeting.
WHAT IF OTHER MATTERS COME UP AT THE ANNUAL MEETING?
The matters described in this proxy statement are the only matters that
we know will be voted on at the annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. At any time before the vote on a proposal, you can change your
vote either by giving the Company's secretary a written notice revoking your
proxy card or by signing, dating, and returning to us a new proxy card. We will
honor the proxy card with the latest date.
CAN I VOTE IN PERSON AT THE ANNUAL MEETING RATHER THAN BY COMPLETING THE PROXY
CARD?
Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you can attend the annual meeting and vote
your shares in person.
WHAT DO I DO IF MY SHARES ARE HELD IN "STREET NAME"?
If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.
HOW ARE VOTES COUNTED?
We will hold the annual meeting if holders of a majority of the shares
of common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will be
counted to determine whether we have a quorum even if you abstain or fail to
vote on any of the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell
the nominee how to vote your shares (so-called "broker nonvotes"), the nominee
can vote them as it sees fit only on matters that the applicable exchange
determines to be routine, and not on any other proposal. Broker nonvotes will be
counted as present to determine if a quorum exists but will not be counted as
present and entitled to vote on any nonroutine proposal.
WHO PAYS FOR THIS PROXY SOLICITATION?
We do. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail, or in person. None of these
employees will receive any extra compensation for doing this. We have not
retained any proxy solicitation firm, so our costs in contacting you will be
minimal.
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STOCK OWNERSHIP
The following table shows the number of shares of common stock
beneficially owned (as of July 1, 2002) by:
o each person who we know beneficially owns more than 5% of the
common stock;
o each director;
o each executive officer named in the Summary Compensation Table on
page 10; and
o the directors and executive officers as a group.
Number of Shares Percent of
Name and Address of Beneficially Shares
Beneficial Owner Owned Beneficially
Owned
Martin H. Meyerson 1,823,703 26.4
Electronic Trading Group, LLC
900 Third Avenue
New York, NY 10022 451,380 6.8
Dimensional Fund Advisors
1299 Ocean Avenue
Santa Monica, CA 90401 447,050 6.8
Kenneth J. Koock 379,376 5.5
Jeffrey E. Meyerson 360,477 5.4
Anthony F. Dudzinski 99,932 1.5
Estate of Eugene M. Whitehouse 176,830 2.6
Bertram Siegel, Esq 105,500 1.6
Martin Leventhal, CPA 97,500 1.5
Alfred T. Duncan 52,500 *
Patricia A. Meding 0 *
All directors and executive officers
as a group (8 people) 2,918,988 38.8
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* Less than 1%
3
The number of shares beneficially owned by Martin H. Meyerson includes 299,033
shares of common stock issuable upon exercise of currently exercisable options
but does not include 50,000 shares of common stock owned by a trust for the
benefit of members of his family.
The number of shares beneficially owned by Kenneth J. Koock includes 286,751
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by Jeffrey E. Meyerson includes 144,477
shares of common stock issuable upon exercise of currently exercisable options,
45,000 shares of common stock in an IRA account for the benefit of Mr. Meyerson
and 50,000 shares of common stock owned by a trust for the benefit of members of
Martin H. Meyerson's family. Mr. Meyerson is a trustee of such trust.
The number of shares beneficially owned by Anthony F. Dudzinski includes 49,932
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by the Estate of Eugene M. Whitehouse
include 100,592 shares of common stock issuable upon exercise of currently
exercisable options.
The number of shares beneficially owned by Bertram Siegel includes 47,500 shares
of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by Martin Leventhal includes 32,500
shares of common stock issuable upon exercise of currently exercisable options
and 50,000 shares of common stock owned by a trust for the benefit of members of
Martin H. Meyerson's family. Mr. Leventhal, along with Jeffrey E. Meyerson, is a
trustee of such trust.
The number of shares beneficially owned by Alfred T. Duncan includes 52,500
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by all of our officers and directors are
a group includes 912,693 shares of common stock issuable upon exercise of
currently exercisable options.
Unless otherwise stated, the business address of each of the named individuals
in this table is c/o M.H. Meyerson & Co., Inc., 525 Washington Boulevard, Jersey
City, New Jersey 07310.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Under the Company's Certificate of Incorporation, the Board of
Directors is divided into three classes, with the number of directors in each
class fixed by the Board of Directors, and with the term of office of one class
expiring each year. There are presently eight Board members, two in the class
holding office until the annual meeting, three in the class holding office until
the next succeeding annual meeting, and three in the class holding office until
the second succeeding annual meeting. Messrs. Kenneth J. Koock and Martin
Leventhal, management's nominees for Class II Directors, are now serving as
Class II Directors.
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Unless otherwise indicated on a proxy, the proxyholders intend to vote
the shares of common stock for which they hold proxies "FOR" the election of
Kenneth J. Koock and Martin Leventhal as Class II Directors. Each of such
persons has consented to being named as a nominee in this Proxy Statement and to
serve as a Class II Director if elected.
The Board has no nominating committee. The nominees for Class II
Directors were selected by the entire Board of Directors. At the meeting,
shareholders may make nominations for Class II Directors.
While the Board of Directors has no reason to believe that either of
Messrs. Kenneth J. Koock or Martin Leventhal will not be available as a
candidate for election, should this situation arise, the enclosed proxy may be
voted for the election of another nominee or nominees in the discretion of the
persons acting pursuant to the proxy.
The following persons have been nominated for election as Directors of
the Company as members of the indicated class, to serve for terms of three
years:
Director
Name Age Since Class
Kenneth J. Koock 59 1993 II
Martin Leventhal 65 1994 II
All Directors hold office until their terms expire and until their
successors have been elected and qualified.
Certain information concerning the Directors who are being nominated
for reelection at the meeting and the incumbent Directors whose terms of office
continue after the annual meeting and executive officers of the Company is set
forth 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. Mr. Meyerson served as Chairman,
President, Chief Executive Officer and Chief Financial Officer of the Company's
eMeyerson.com Inc. subsidiary ("eMeyerson") from February 1999 until November
1999. He also served as Chairman and Treasurer of eMeyerson from February 1999
until June 2001.
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
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member of the New York State Bar Association. Mr. Koock served as Vice Chairman
and a Director of eMeyerson from February 1999 until June 2001.
ANTHONY F. DUDZINSKI, PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
Anthony F. Dudzinski has been with the Company in February 2000. He was
appointed President in July 2001 and became a member of the Board of Directors
at that time. He was appointed to the Executive Committee and named Chief
Operating Officer in February 2002. Prior to joining the Company, he was
employed by Marion Bass Securities where he served as Director of Equity
Markets. Mr. Dudzinski was a senior trader with the Company from 1982 through
1996. He attended Bernard M. Baruch College and the New York Institute of
Finance and currently holds NASD Series 4, 7, 24, 53, 55, 63 and 65 licenses.
MARK D. GOLDSMITH, TREASURER AND CHIEF FINANCIAL OFFICER
Mark D. Goldsmith has been with the Company since January 2002. On
March 1, 2002 he became Treasurer and Chief Financial Officer. From August 1998
through December 2001 Mr. Goldsmith was the principal officer of Paul L.
Forchheimer & Co. Inc., a securities brokerage and investment banking firm. He
is a former allied member of the New York Stock Exchange and from January 1979
through December 1989 was Treasurer and Chief Financial Officer of Muller &
Company, Inc., a New York Stock Exchange member firm. He received a B.B.A.
degree from Pace University in 1966.
JEFFREY E. MEYERSON, EXECUTIVE VICE PRESIDENT, TRADING AND DIRECTOR
Jeffrey E. Meyerson has been with the Company since 1987. He became
Vice President of the Trading Department in 1989, Executive Vice President in
2002 and Secretary in March 2002. He received an Economics/Management degree
from Ithaca College in 1987. Mr. Meyerson became a Director of the Company in
1993. Mr. Meyerson served as President, Chief Executive Officer and a Director
of eMeyerson from November 1999 until June 2001.
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.
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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 is currently Executive Vice
President and Chief Financial Officer of On Site Sourcing Inc. He received an
M.B.A. degree from Harvard University in 1972 and a B.S.C.E. degree from Duke
University in 1965.
PATRICIA A. MEDING, DIRECTOR
Patricia A. Meding became a Director of the Company in June 2002. From
1984 through 1990, Ms. Meding worked directly for Charles Allen Jr., founder of
Allen & Co., an investment banking firm, in a number of positions. From 1990
through 1994, Ms. Meding also provided consulting services to American
Diversified Inc., an affiliate company owned by the Allen family. In 1986, Ms.
Meding co-founded and is Managing Director of a merchant/investment banking firm
now known as Marketview Financial Group, Inc. Ms. Meding is also a co-founder,
principal and Chairman of Forte Communications, Inc., a research company which
also provides managerial and administrative services to corporate entities.
Since June 2001, Ms. Meding is the founder, President and a Director of
Receptogen, Inc., a bio-pharmaceutical company. Ms. Meding attended Long Island
University and graduated from Marymount Manhattan College with a B.A. in 1985.
Ms. Meding graduated from New York University Bellevue School of Nursing in
1968.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We pay maintenance charges for space in Aventura, Florida, under an
agreement with our Chairman, who owns the property. This space is primarily used
for entertainment and investment banking purposes. The total maintenance charges
for the years ended January 31, 2002 and 2001 were $10,020 and $10,020,
respectively. We also pay rent for space in New York City, New York, which is
leased in the name of our Chairman. This property is also used primarily for
entertainment and investment banking. The total rent paid on this space for the
years ended January 31, 2002 and 2001 was $11,185 and $32,000, respectively.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, Directors, and persons who own more than ten
percent of a registered class of the Company's equity securities ("Reporting
Persons") to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission (the "SEC") and the National
Association of Securities Dealers, Inc. (the "NASD"). These Reporting Persons
are required by SEC regulation to furnish us with copies of all Forms 3, 4 and 5
they file with the SEC and NASD. Based solely on our review of the copies of the
forms we have received, we believe that all Reporting Persons complied on a
timely basis with all filing requirements applicable to them with respect to
transactions during fiscal year 2002.
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BOARD OF DIRECTORS
The Board of Directors had two meetings and took action by written
consent two times during the year ended January 31, 2002. No director was absent
from more than one meeting.
Directors receive options to purchase 7,500 shares of our common stock
annually. Outside Directors are compensated $500 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.
COMMITTEES OF THE BOARD
The Board of Directors has three committees, the Audit Committee, the
Executive Committee and the Compensation Committee.
The Audit Committee consists of Messrs. Leventhal, Siegel and Ms.
Meding. The functions of the Audit Committee are to recommend to the Board of
Directors the selection, retention, or termination of our independent
accountants; to determine 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; to review the
arrangements and the proposed overall scope of the annual audit with management
and the independent accountants; to 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; to obtain from management, the
independent accountants and the Chief Financial Officer their separate opinions
as the adequacy of our system of internal accounting control; to review with
management and the independent accountants the recommendations made by the
independent accountants with respect to changes in accounting procedures and
internal accounting control; and to discuss with management any concerns the
Committee may have with regard to our business practices and 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.
The Executive Committee consists of Messrs. Martin H. Meyerson, Koock,
Dudzinski, and Jeffrey E. Meyerson. The Executive Committee met six times during
the fiscal year ended January 31, 2002.
The Compensation Committee consists of Messrs. Martin H. Meyerson,
Martin Leventhal, C.P.A., Bertram Siegel, Esq. and Alfred T. Duncan. The
Compensation Committee reviews remuneration arrangements for Company's senior
management (including employee benefit plans in which executive officers are
eligible to participate), and makes recommendations to the Board on grants of
stock options and other benefits. The Compansation Committee met once during the
fiscal year ended January 31, 2002.
EXECUTIVE COMPENSATION
The following report and the performance graph on page 12 do not
constitute soliciting materials and are not considered filed or incorporated by
reference into any other of our filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934, unless we state otherwise.
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REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION POLICIES. The principal goal of our compensation program
as administered by the Board of Directors is to help us attract, motivate and
retain the executive talent required to develop and achieve our strategic and
operating goals with a view to maximizing shareholder value. The key elements of
this program and the objectives of each element are as follows:
BASE SALARY. Base salaries paid to our executive officers are intended
to be competitive with those paid to executives holding comparable positions in
the marketplace. Individual performance and our performance are considered when
setting salaries within the range for each position. Annual reviews are held and
adjustments are made based on attainment of individual goals in a manner
consistent with operating and financial performance.
BONUSES. Annual cash bonuses are intended to motivate performance by
creating the potential to earn annual incentive awards that are contingent upon
personal and business performance. We set goals of revenue and profitability for
each group.
LONG TERM INCENTIVES. We provide our executive officers with long-term
incentive compensation through grants of stock options through our stock option
plan. The grant of stock options aligns the executive's interests with those of
our shareholders by providing the executive with an opportunity to purchase and
maintain an equity interest in our stock and to share in the appreciation of its
value.
CEO'S COMPENSATION. As discussed in the Summary Compensation Table, Mr.
Meyerson received a base salary of $100,000 for fiscal year 2002 and did not
receive a bonus. Due to overall market conditions, Mr. Meyerson, our largest
shareholder, waived the remaining portion of his compensation. The factors
involved in determining our CEO's compensation are our revenues and profits, his
lengthy experience and business acumen, his responsibilities, and the efforts
exerted by him in the performance of his duties.
Reported on by the Compensation Committee:
Martin H. Meyerson Bertram Siegel, Esq.
Alfred T. Duncan Martin Leventhal, CPA
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Martin H. Meyerson, Chairman
and Chief Executive Officer, and Anthony F. Dudzinski, President and Chief
Operating Officer. The agreements provide for base compensation of $600,000 and
$150,000, respectively, plus certain incentive compensation. The agreements
expire in October 2002 and January 2003, respectively, and are automatically
renewable for periods of one year. In the event the Company terminates, without
cause, the employees, the employee shall receive an amount equal to one year's
base salary plus accrued benefits and incentive compensation. Mr. Meyerson has
temporarily waived his right to receive compensation effective March 2001 due to
general market conditions.
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INTERNAL REVENUE CODE LIMITS
Section 162(a) of the Internal Revenue Code disallows a tax deduction
to public corporations for compensation over $1,000,000 paid for any fiscal year
to the corporation's chief executive officer or to any of the four other most
highly compensated executive officers. The statute exempts qualifying
performance-based compensation from the deduction limit if certain requirements
are met. The Company currently intends to structure its executive compensation
packages to meet those requirements.
SUMMARY COMPENSATION TABLE
The following table sets forth for the years ended January 31, 2002,
2001 and 2000 the compensation we paid for services rendered in all capacities
to our Chief Executive Officer and other executive officers whose compensation
exceeded $100,000 during these years:
Long Term
Compensation
Fiscal Securities
Name and Principal Position Year Salary Bonus Underlying
Options/SARS(#)
Martin H. Meyerson, Chairman.......................... 2002 $ 100,000 $ - 1,513
2001 600,000 200,000 24,000
2000 600,000 200,000 -
Kenneth J. Koock, Vice Chairman....................... 2002 279,858 - 2,751
2001 1,307,558 - 1,500
2000 1,149,800 - 22,500
Eugene M. Whitehouse, Senior Vice President and
Chief Operating Officer (1).................... 2002 169,234 - 24,354
2001 177,002 75,000 76,238
2000 146,712 - -
Jeffrey E. Meyerson, Executive Vice President, Trading 2002 167,361 - -
2001 336,578 - 24,000
2000 207,000 - -
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(1) Mr. Whitehouse passed away during fiscal year ended January 31, 2002.
This table does not specify "other compensation" since it is less than 10% of
the total salary and bonus reported for each officer. Mr. Koock does not receive
a base salary. His compensation is based on commissions earned. Mr. Whitehouse
earned and Mr. J. Meyerson earns compensation based on commissions earned in
addition to their contracted salary and incentive amounts.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted to
executive officers named in the Summary Compensation Table during the fiscal
year ended January 31, 2002:
Number of % of Total Potential Realizable Value at
Securities Options Assumed Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for Option
Options Employees in Price Expiration Term
Name Granted Fiscal Year ($/sh) Date 5% ($) 10% ($)
Martin H. Meyerson 1,513 1.0 .66 1/1/05 0 651
Kenneth J. Koock 2,751 1.8 .66 1/1/05 0 1,183
Eugene M. Whitehouse 22,500 14.9 1.21 7/31/11 0 28,919
1,854 1.2 .66 1/1/05 0 797
Jeffrey E. Meyerson 1,477 1.0 .66 1/1/05 0 635
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table contains information concerning (i) option
exercises during the fiscal year ended January 31, 2002 by executive officers
named in the Summary Compensation Table, and (ii) the number and value, at
January 31, 2002 of unexercised options held by executive officers named in the
Summary Compensation Table:
Value of
Underlying Unexercised In-the-
Shares Unexercised Options at Money Options at
Name Acquired on FY-End (#) FY-End
Exercise (#) Value Realized ($) (Exercisable/ (Exercisable/
Unexercisable) Unexercisable)($)
Martin H. Meyerson - - 299,033/0 136/0
Kenneth J. Koock 5,000 7,500 286,751/0 248/0
Eugene M. Whitehouse - - 100,592/0 167/0
Jeffrey E. Meyerson 5,000 7,500 144,000/0 133/0
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SHARE PERFORMANCE GRAPH
The following graph shows changes over the past five year period ended
January 32, 2002 of $100 invested in: (1) The Nasdaq Stock Market, (2) The
Nasdaq Financial Stocks, and (3) our common stock.
Nasdaq Financial Stocks Nasdaq US Market M.H. Meyerson & Co., Inc.
----------------------- ---------------- -------------------------
1/31/97 100.00 100.00 100.00
1/31/98 146.63 117.87 90.77
1/31/99 185.67 183.10 56.92
1/30/00 197.65 288.74 110.77
1/29/01 167.68 203.56 92.31
1/31/02 154.08 142.47 10.34
AUDIT COMMITTEE
Our Board of Directors has determined that all members of the Audit
Committee are "independent" as defined by the standards of the NASDAQ National
Market. The Committee reviews and assesses the adequacy of its charter on an
annual basis. The Audit Committee held two meetings and acted by written consent
two times during the year ended January 31, 2002.
As described in its charter, the purpose of the Audit Committee is to
assist the Board in its oversight of the Company's financial reporting, internal
control and audit functions. Management is responsible for the preparation,
presentation and integrity of the Company's financial statements, accounting and
reporting principles, internal controls and procedures designed to ensure
compliance with accounting standards, laws and regulations. Sanville & Company,
Certified Public Accountants, the Company's independent auditing firm, is
responsible for performing an independent audit of the financial statements in
accordance with generally accepted auditing standards.
The Audit Committee members are not necessarily professional
accountants or auditors, and their functions are not intended to duplicate or
certify the activities of management and the independent auditor. Among other
things, the Audit Committee monitors the activities and performance of the
Company's external auditors, including the audit scope, fees, and auditor
independence matters.
The Audit Committee has furnished the following report. The information
contained in the "Audit Committee Report" is not to be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, nor is
such information to be incorporated by reference into any future filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that the Company specifically incorporates it
by reference into such filing.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the audited financial
statements contained in our Annual Report on Form 10-K for the year ended
January 31, 2002 with our management; has discussed with the independent
auditors the matters required to be discussed by the Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing Standards, AU 380); has
discussed with the
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independent auditors the independent auditors' independence; and has received
written disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees).
Based on the review and discussions of the above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2002, for filing with the Securities and Exchange Commission.
The Audit Committee
Martin Leventhal, CPA
Bertram Siegel, Esq.
Alfred T. Duncan
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Our Board of Directors has selected Sanville & Company, Certified
Public Accountants, as our auditors for the current fiscal year, subject to
ratification by the shareholders. Fees for the last fiscal year were: annual
audit $30,000 (paid to Sanville & Company, Certified Public Accountants) and
audit related services $16,000 (paid to Vincent R. Vassallo, CPA). Sanville &
Company, Certified Public Accountants, and Vincent R. Vassallo, CPA did not
perform any non-audit services for the Company. A resolution to ratify the
appointment will be presented at the annual meeting. A majority of the votes
cast must vote in favor to ratify the appointment. If the shareholders do not
ratify the appointment, we will reconsider our selection of Sanville & Company,
Certified Public Accountants.
Sanville & Company, Certified Public Accountants, examined the
Company's financial statements for the year ended January 31, 2002. A
representative of this firm is expected be at the meeting and available to
answer questions.
WE RECOMMEND THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF
SANVILLE & COMPANY, CERTIFIED PUBLIC ACCOUNTANTS.
SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
Shareholder proposals with respect to the Company's next Annual Meeting
of Shareholders must be received by the Company no later than April 8, 2003 to
be considered for inclusion in the Company's next Proxy Statement. Under the
Securities and Exchange Commission's proxy rules, proxies solicited by the Board
of Directors for the 2003 Annual Meeting may be voted at the discretion of the
persons named in such proxies (or their substitutes) with respect to any
shareholder proposal not included in the Company's proxy statement if the
Company does not receive notice of such proposal on or before June 23, 2003,
unless the 2003 Annual Meeting is not held within 30 days before or after the
anniversary date of the 2002 Annual Meeting.
13
OTHER MATTERS
At the date of mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxyholders see fit.
By order of the Board of Directors,
/s/ Martin H. Meyerson
Martin H. Meyerson
August 6, 2002 Chairman and Chief Executive Officer
14
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M.H. MEYERSON & CO., INC.
NEWPORT OFFICE TOWER
525 WASHINGTON BOULEVARD
JERSEY CITY, NEW JERSEY 07310
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 5, 2002
The undersigned hereby appoints Martin H. Meyerson and Kenneth J.
Koock, and each of them individually with the power of substitution, as Proxy or
Proxies of the undersigned, to attend and act for on behalf of the undersigned
at the Annual Meeting of Shareholders of M.H. MEYERSON & CO., INC. to be held at
Newport Office Tower, 525 Washington Boulevard, Jersey City, New Jersey on
Thursday, September 5, 2002, at 8:00 a.m. local time and at any adjournment
thereof, hereby revoking any prior Proxy or Proxies.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO DIRECTION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION
OF DIRECTORS NAMED IN THE PROXY, FOR PROPOSAL 2 AND ON ANY OTHER MATTERS
PROPERLY BROUGHT BEFORE THE SHAREHOLDERS AT THE MEETING.
(CONTINUED AND TO BE DATED AND SIGNED ON OTHER SIDE)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
M.H. MEYERSON & CO., INC.
SEPTEMBER 5, 2002
Please Detach and Mail in the Envelope Provided
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A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHOLD NOMINEES:
two Class II [ ] [ ] Kenneth J. Koock
directors. Martin Leventhal
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES(S):
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2. Ratification of the appointment of Sanville & FOR AGAINST ABSTAIN
Company, Certified Public Accountants, as [ ] [ ] [ ]
our independent accountant for our fiscal
year ending January 31, 2003.
3. Any other matters properly brought before the shareholders at the
meeting.
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE.
Signature Signature if held jointly
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Dated: , 2002
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NOTE: Signature should conform exactly to name on this Proxy. When shares
are held by joint tenants, both should sign. Executors, administrators,
guardians, trustees, attorneys and officers signing for corporations should
give full title.
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