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 [ ]
[ ] 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 Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PROCYON CORPORATION
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than 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 securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
PROCYON CORPORATION
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 15, 2001
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Notice is hereby given that the Annual Meeting of Shareholders of Procyon
Corporation, a Colorado corporation (the "Company"), will be held at the Procyon
Corporation, 1150 Cleveland St, Suite 410, Clearwater, Florida 33755 on
Saturday, December 15, 2001, at 9:00 A.M. Eastern time, or at any adjournment or
adjournments thereof, for the following purposes:
1. To elect six directors to hold office for the term set forth in the
accompanying Proxy Statement and until their successors shall have
been duly elected and qualified;
2. To ratify the appointment of Giunta, Ferlita & Walsh, P.A. as
independent auditors; and
3. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING, although only
shareholders of record at the close of business on November 23, 2001 will be
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
The transfer books of the Company will not be closed.
By Order of the Board of Directors,
/s/ John C. Anderson
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John C. Anderson
President
Clearwater, Florida
November 23, 2001
IMPORTANT
PLEASE MARK, DATE, SIGN, NOTE ANY CHANGE OF ADDRESS AND RETURN THE ENCLOSED
PROXY CARD IMMEDIATELY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, WE WILL BE
GLAD TO RETURN YOUR PROXY SO THAT YOU MAY VOTE IN PERSON.
PROCYON CORPORATION
1150 CLEVELAND STREET, SUITE 410
CLEARWATER, FLORIDA 33755
(727) 447-2998
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 15, 2001
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General
The enclosed proxy is solicited by the Board of Directors of Procyon
Corporation (hereinafter referred to as the "Company") for use at the Annual
Meeting of Shareholders to be held at the Procyon Corporation, 1150 Cleveland
Street, Suite 410, Clearwater, Florida at 9:00 a.m., Eastern Time, on Saturday,
December 15, 2001, for the purposes set forth in the foregoing Notice of Annual
Meeting of Shareholders. This Proxy Statement and the form of proxy will be
mailed to shareholders on or about November 28, 2001. A shareholder giving a
proxy has the power to revoke it at any time prior to its exercise by notifying
the Secretary of the Company. Unless the proxy is revoked, or unless it is
received in such form as to render it invalid, the shares represented by it will
be voted in accordance with the instructions contained therein.
The record date with respect to this solicitation is November 23, 2001. All
holders of record of Common Stock and Preferred Stock of the Company as of the
close of business on that date are entitled to vote at the meeting. As of
November 23, 2001, the Company had a total of 8,161,088 shares of Common and
Preferred Stock outstanding. Each share is entitled to one vote. A majority of
the votes entitled to be cast constitutes a quorum. If a quorum exists, action
on any matter other than the election of directors will be approved if the votes
cast in person or by proxy at the meeting favoring the action exceed the votes
cast opposing the action. In the election of directors, that number of
candidates equaling the number of directors to be elected having the highest
number of votes cast in favor of their election will be elected. Abstentions and
broker non-votes are not counted in the calculation of the vote. The Company's
officers and directors and director nominee, who are expected to vote for the
directors nominated by the Board of Directors and to vote in accordance with the
recommendations of the Board of Directors, own a majority of the Company's
outstanding shares. A proxy may be revoked by the shareholder at any time prior
to its being voted. If a proxy is properly signed and is not revoked by the
shareholder, the shares it represents will be voted at the meeting in accordance
with the instructions of the shareholder. If the proxy is signed and returned
without specifying choices, the shares will be voted in accordance with the
recommendations of the Board of Directors. The cost of this solicitation will be
borne by the Company. Employees and directors of the Company may solicit proxies
but will not receive any additional compensation for such solicitation. Proxies
may be solicited personally or by mail, facsimile, telephone or telegraph.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual shareholders are held confidential by the Company. Such
documents are available for examination only by the inspectors of election, none
of whom is an employee of the Company, and certain employees associated with
tabulation of the vote. The identity of the vote of any shareholder is not
disclosed except as may be necessary to meet legal requirements.
I. ELECTION OF DIRECTORS
All nominees for election as directors, are now members of the Board of
Directors. The Board of Directors knows of no reason why any nominee would be
unable to serve as a director. If any nominee should for any reason become
unable to serve, the shares represented by all valid proxies will be voted for
the election of such other person as the Board of Directors may designate or the
Board of Directors may reduce the number of directors to eliminate the vacancy.
The following material contains information concerning the nominees,
including their recent employment, positions with the Company, other
directorships and age as of the date of this Proxy Statement.
Capacities in Director
NAME Age Which Served Since
- ---- --- ------------ -----
John C. Anderson 58 President, Chief Executive and 1994
Financial Officer and Director
Chester L. Wallack 60 Director 1995
Fred W. Suggs, Jr. 55 Director 1995
Alan B. Crane 51 Director 1995
Richard T. Thompson 50 Director 1998
Jeffery S. Slowgrove 44 Director 1999
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John C. Anderson. Mr. Anderson has served as a director of the Company and
also as its President and Chief Executive and Financial Officer since November
1994, when he purchased a controlling interest in the Company. From 1989 to
1994, he served as President of Rush-In Mart, Inc., an import-export firm doing
business primarily in the former Soviet Union. From 1978 to 1989, he served as
President of Stuffit Company, Inc., a print and mail direct marketing firm with
over 300 employees and eleven locations. From 1970 to 1978, he served as
President of Radius International, a firm engaged in retail and exporting
activities. Mr. Anderson received a B.S. degree in Business Administration from
Kansas State University.
Chester L. Wallack. Mr. Wallack has served as Chief Executive Officer of
Felton West, Inc., a real estate development and construction company in Dover,
Delaware, since 1990. Mr. Wallack is a retired United States Air Force officer
having served as a pilot and in various management capacities. He graduated from
the University of Kansas with a B.S. degree in Industrial Management and from
Southern Illinois University with an M.B.A. degree in Finance.
Fred W. Suggs, Jr. Mr. Suggs has been a practicing attorney since 1975. He
is a partner in the Greenville, South Carolina office of Ogletree, Deakins,
Nash, Smoak & Stewart, specializing in labor and employment law. He has been
certified as a specialist in labor and unemployment law by the South Carolina
Supreme Court and is a frequent lecturer on labor and employment law issues. Mr.
Suggs graduated from Kansas State University with a B.S. degree and he received
his J.D. degree from the University of Alabama.
2
Alan B. Crane. Mr. Crane is a partner in Crane Farms, a farming partnership
in Larned, Kansas. In 1994, Mr. Crane was appointed by the governor of Kansas to
the Kansas Water Authority to oversee project expenditures. He received a B.S.
degree from Kansas State University.
Richard T. Thompson. Since 1989, Mr. Thompson has been a principal of
Sunproof Corporation of Florida, which markets and installs products, such as
window film and solar shades, to reduce heat and glare in automobiles,
residences and commercial offices. From 1986 to 1988, he was an officer and
owner of American Industries, an injection molding enterprise. From 1979 through
1984, Mr. Thompson was the president and owner of Pinellas Millwork Company. In
1970, he purchased an office furniture and supply company, which was
subsequently merged with another office products store to create one of the
largest office products store in the Midwest. Mr. Thompson continued to serve as
an officer and part owner until 1979.
Jeffery Slowgrove. Since 1998, Mr. Slowgrove has been the President of JSS
Management Consulting, Inc., a consulting firm in Palm Harbor, Florida,
providing funding for start up organizations and advice on the business and
management issues facing companies during early rapid growth and expansion
phases. He co-founded IMRglobal Corp. in 1988 and has served as a director since
its inception. From 1988 to 1998, he also served as Treasurer of IMRglobal
Corp., which is a public company providing applications software outsourcing
solutions for the information technology departments of large businesses. He
received a B.B.A. from the University of Michigan.
Common Stock Ownership
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of November 23, 2001 by (i) each person known by
the Company to own beneficially more than 5% of the outstanding Common Stock,
(ii) each director or director nominee, and (iii) all executive officers and
directors as a group. Each person has sole voting and sole investment or
dispositive power with respect to the shares shown except as noted. The address
of each person listed is 1150 Cleveland Street, #410, Clearwater, Florida 33755.
Shareholdings on November 23, 2001
Number of Percent of
Name and Address Shares (1) Class
- ---------------- ---------- -----
John C. Anderson 3,410,000(2) 42.2
Chester L. Wallack(l) 120,000(2) 1.4
Fred W. Suggs(l) 160,000(2) 2.0
Alan B. Crane(1) 80,000(2) *
Richard T. Thompson 65,000(3) *
Jeffery S. Slowgrove 716,200(4) 8.9
All directors and officers
and director nominees
as a group (six persons) 4,551,200 56.3%
RM.S. Limited Partnership 1,600,000 19.8%
*Less than 1%
(1) Member of the Compensation Committee.
(2) Includes 60,000 shares of exercisable options.
(3) Includes 20,000 shares of exercisable options.
(4) Includes 10,000 shares of exercisable options.
3
Executive Compensation and Other Matters
Summary Compensation Table. The table on the following page sets forth the
annual and long-term compensation for services in all capacities to the Company
for the three fiscal years ended June 30, 2001, 2000 and 1999 of the Company's
Chief Executive Officer (the "Named Officer"). No other officer of the Company
received total annual salary and bonus in excess of $100,000 during the fiscal
year ended June 30, 2001.
Long Term Compensation Awards
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Fiscal Annual Compensation Securities Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options/SARs(#) Compensation($)
- --------------------------- ---- --------- -------- --------------- ---------------
John C. Anderson, 2001 $86,000 $ -0- -- $-0-
President, Chief Executive 2000 138,462 -0- -- -0-
and Financial Officer and 1999 138,462 -0- -- -0-
Director
Option Grants Table. No grants of stock options were made during fiscal
2001.
Fiscal Year-End Options/Option Values Table. The Named Officer does not
have any options or other rights to purchase or acquire the Company's
securities.
Stock Option Plan
The Company's 1998 Omnibus Stock Option Plan (the "1998 Plan") is designed
as a comprehensive benefit plan that gives the Company the ability to offer a
variety of equity based incentives and awards to persons who are key to the
Company's growth, development and financial success. The 1998 Plan permits the
grant of awards to directors, employees and consultants of the Company and its
subsidiaries. The 1998 Plan provides for the grant of incentive stock options
("Incentive Stock Options") within the meaning of the Code, non-qualified stock
options, restricted shares, performance units, performance shares, dividend
equivalent, share appreciation rights ("SARs") and other forms of awards,
including deferrals of earned awards, (collectively, the "Awards"). Employees
and non-employees to whom an offer of employment has been extended, directors
and consultants of the Company are all eligible participants for all Awards,
except that Incentive Stock Options may be granted only to employees.
The 1998 Plan is administered by the Compensation Committee of the Board of
Directors, which construes and interprets the 1998 Plan, determines the terms
and conditions of the Awards granted under the 1998 Plan, including the
individuals who are to granted Awards, the exercise price, if any, the number of
shares subject to an Award and the vesting and duration of Awards, subject to
any restrictions contained in the 1998 Plan.
The maximum number of shares of Common Stock reserved and available for
Awards under the 1998 Plan is 1,000,000 and the Compensation Committee may limit
the number of shares that may be awarded in the form of restricted stock Awards.
The exercise price of Incentive Stock Options granted under the 1998 Plan
must be at least equal to the fair market value of the Common Stock of the
Company on the date of grant, and must be 110% of fair market value when granted
to an employee who owns shares representing more than 10% of the voting power of
all classes of stock of the Company. The exercise price of non-qualified stock
options granted under the 1998 Plan can not be less than 85% of the fair market
value of the Common Stock on the date of grant. The term of all options granted
under the 1998 Plan may not exceed ten years, except the term of Incentive Stock
Options granted to a 10% or more stockholder may not exceed five years. The 1998
Plan may be amended or terminated by the Board of Directors, but no such action
may impair the rights of a participant under a previously granted option.
4
The 1998 Plan provides for the award of SARs and Performance Units and
Performance Shares. A SAR is an incentive Award that permits the holder to
receive (per share covered thereby) the amount by which the fair market value of
a share of Common Stock on the date of exercise exceeds the fair market value of
such share on the date the SAR was granted or at such date as the Compensation
Committee designates. The Compensation Committee may grant SARs independently,
in addition to, or in tandem (such that the exercise of the SAR or related stock
option will result in forfeiture of the right to exercise the related stock
option or SAR for an equivalent number of shares) with a stock option Award. A
Performance Unit or Performance Share is an incentive Award whereby the Company
commits to make a distribution depending on the attainment of a performance
objective and condition established by the Committee and the base value of the
Performance Unit or Performance Share.
Upon termination of services of a non-employee director or consultant, all
options issuable, but not yet granted, to such persons for services rendered
shall be granted and all options shall remain exercisable for the original
option term. Options granted to an employee are exercisable for specified
periods of time ranging from one month to one year following an employee"s
termination depending on the circumstances of the termination, except that
options granted to an employee terminated for cause shall not be exercisable to
any extent after termination. An unexercised option is exercisable only to the
extent that it was exercisable on the date of termination.
The 1998 Plan provides that, in the event the Company enters into an
agreement providing for the merger of the Company into another corporation, an
exchange of shares with another corporation, the reorganization of the Company
or the sale of substantially all of the Company's assets, unvested stock options
become immediately vested and exercisable. Upon the consummation of the merger,
exchange, reorganization or sale of assets, the successor corporation must
assume all Awards or substitute another Award on substantially identical terms
to the outstanding Award.
No options or awards have been granted under the 1998 Plan or any other
plan previously in effect.
Compensation of Directors
No employee of the Company receives any additional compensation for his
services as a director. No non-employee director receives any compensation for
his service; however, the Board of Directors has authorized payment of
reasonable travel or other out-of-pocket expenses incurred by non-management
directors in attending meetings of the Board of Directors. The Board of
Directors may consider alternative director compensation arrangements from time
to time.
Committees of the Board
The Board of Directors has delegated certain of its authority to a
Compensation Committee. The Compensation Committee is composed of Messrs.
Wallack, Suggs and Crane. No member of the Compensation Committee is a former or
current officer or employee of the Company.
The primary function of the Compensation Committee is to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's Option Plan.
Board and Committee Attendance
In fiscal 2001, the Board of Directors held one formal meeting immediately
following the annual shareholder meeting. All directors attended that meeting.
The Board of Directors has unanimously approved and recommends that
shareholders vote FOR the director nominees identified above.
5
II. SELECTION OF AUDITORS
The firm of Giunta, Ferlita & Walsh, P.A. has examined the financial
statements of the Company for the fiscal year ended June 30, 1999, 2000, and
2001. Subject to shareholder approval, Giunta, Ferlita & Walsh, P.A. has been
re-appointed by the Board of Directors to serve as the Company's independent
auditors for the ensuing fiscal year. Representatives of Giunta, Ferlita &
Walsh, P.A. are expected to be present at the Annual Meeting with the
opportunity to make a statement if it is their desire to do so, and will be
available to respond to appropriate questions from shareholders.
The Board of Directors recommends a vote FOR ratification of Giunta,
Ferlita & Walsh, P.A. as independent auditors for the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission and the Company. Specific due dates for these
reports have been established and the Company is required to disclose any
failure to file, or late filing, of such reports. Based solely on the Company's
review of Forms 3, 4 and 5 and amendments thereto furnished to the Company and
written representations with respect to filing of such Forms.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 31, 1996, the Company entered into an Agreement and Plan of
Exchange (the "Agreement") with Amerx Health Care Corp., a corporation based in
Clearwater, Florida ("Amerx"). The Agreement provided that the Company would
acquire Amerx through a share exchange in which all of the issued and
outstanding common stock of Amerx would be exchanged for a total of 3,000,000
(post-split) shares of Common Stock of the Company (the "Exchange"). The
Agreement provided that as a condition to the Exchange, the Company would
complete a five for one reverse split of its issued and outstanding shares of
Common Stock. The reverse stock split was approved by the Company's shareholders
on April 15, 1996. The reverse stock split became effective on May 8, 1996 and
the Exchange was completed as of May 9, 1996. Prior to the Exchange, Amerx was
wholly-owned by John C. Anderson.
Since its inception, Mr. Anderson has made advances to the Company when
necessary to fund its operations. At June 30, 2001, the Company owed him $75,000
on these advances which is represented by a interest bearing note, at 8% per
annum, due June 30, 2002 and collateralized Mr. Anderson's personal residence.
The Company's directors, consisting of Messrs. Wallack, Suggs, Crane and
Thompson, have purchased a total of 261,000 shares of Preferred Stock at a price
of $1 per share. Such purchases were made on terms and conditions which were
identical to the purchases made by all other private investors who purchased
Preferred Stock. In September 1999, Mr. Slowgrove converted an investment made
in fiscal 1999 into a total of 706,200 shares of Common Stock.
ANNUAL REPORT
The Annual Report to Shareholders for fiscal 2001 is being sent to all
shareholders with this Proxy Statement. The Annual Report to Shareholders does
not form any part of the material for the solicitation of any Proxy. The Annual
Report to Shareholders contains the Company's Annual Report on Form 10-KSB for
fiscal 2001, as filed with the Securities and Exchange Commission on October 12,
2001, and the Company's Amended Annual Report on Form 10-KSB/A as filed with the
Securities and Exchange Commission on October 29, 2001. An additional copy,
without exhibits, is available without charge to any shareholder of the Company
upon written request to John C. Anderson, Procyon Corporation, 1150 Cleveland
Street, Suite 410, Clearwater, Florida 33755.
6
SHAREHOLDER PROPOSALS
Shareholders who intend to submit proposals for inclusion in the Proxy
Statement relating to the year ending June 30, 2002 must do so by sending the
proposal and supporting statements, if any, to the Company no later than July
11, 2002. Such proposals should be sent to the attention of the Corporate
Secretary, Procyon Corporation, 1150 Cleveland Street, Suite 410, Clearwater,
Florida 33755.
OTHER MATTERS
Except for the matters described herein, management does not intend to
present any matter for action at the Annual Meeting and knows of no matter to be
presented at such meeting that is a proper subject for action by the
shareholders. However, if any other matters should properly come before the
Annual Meeting, it is intended that votes will be cast pursuant to the authority
granted by the enclosed Proxy in accordance with the best judgment of the person
or person acting under the Proxy.
7
PROCYON CORPORATION
Annual Meeting of Shareholders to be held on December 15, 2001
KNOW ALL MEN BY THESE PRESENTS: that the undersigned shareholder of Procyon
Corporation (the "Company") hereby constitutes and appoints John C. Anderson and
Chester L. Wallack, or either of them, as attorneys and proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
vote, as designated below, all of the shares of Common Stock or Preferred Stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held December 15, 2001, and at any and all
adjournments thereof with respect to the matters set forth below and described
in the Notice of Annual Meeting of Shareholders and Proxy Statement dated
November 26, 2001, receipt of which is acknowledged.
1. To consider and act upon a proposal to elect Messrs. John C. Anderson,
Chester L. Wallack, Fred W. Suggs, Jr., Alan B. Crane, Richard T.
Thompson and Jeffery S. Slowgrove as directors to hold office for
one-year terms or until their successors are elected and qualified.
[ ] FOR ELECTION OF ALL NOMINEES (except as shown below)
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
Instruction: To withhold authority to vote for any individual
nominee, strike through the nominee's name below.
John C. Anderson
Chester L. Wallack
Fred W. Suggs, Jr.
Alan B. Crane
Richard T. Thompson
Jeffery S. Slowgrove
2. To ratify the appointment of Giunta, Ferlita & Walsh, P.A. as
independent auditors of the Company.
[ ] FOR RATIFICATION
[ ] AGAINST RATIFICATION
[ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any and all
adjournments thereof.
[ ] AUTHORIZED TO VOTE
[ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO INDICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED AND FOR PROPOSAL 1 AND THE PROXY HOLDERS WILL VOTE
ON ANY PROPOSAL UNDER 3 IN THEIR DISCRETION AND IN THEIR BEST JUDGMENT.
Please mark, date, and sign exactly as your name appears on your stock
certificate. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated:
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Signature
[Mailing Label]
Dated:
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Signature if held jointly