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 by Commission only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to SS.240.14a-12
POLYMER RESEARCH CORP. OF AMERICA
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Name of Registrant as Specified in its Charter
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Name of Person 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 of 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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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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:
- ------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- ------------------------------------------------------------
3) Filing Party:
- ------------------------------------------------------------
4) Date Filed:
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POLYMER RESEARCH CORP. OF AMERICA
2186 Mill Avenue
Brooklyn, New York 11234
April 25, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2001
To the Shareholders of POLYMER RESEARCH CORP. OF AMERICA:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Polymer Research Corp. of America ("Polymer") will be held at the offices of
Polymer, 2186 Mill Avenue, Brooklyn, New York 11234 on May 25, 2001, at 10:00
A.M. for the following purposes, all as more fully set forth in the attached
proxy statement:
1. To elect eight (8) directors of Polymer; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 24,
2001, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting.
Pursuant to Article 2A of Polymer's Bylaws, any nominations for
directors must be made in writing and received by the Secretary of the
Corporation at least 21 days prior to the Meeting. Such nominations, if any,
must set forth:
(i) the name, age, business address, and if known, residence
address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee and
(iii) the number of shares of stock of the Corporation which
are beneficially owned by each such nominee.
YOUR VOTE IS IMPORTANT. PLEASE EXECUTE AND RETURN
THE ENCLOSED PROXY STATEMENT WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE ANNUAL MEETING.
By Order of the Board of Directors
-------------------------------
Anna Dichter, Secretary
POLYMER RESEARCH CORP. OF AMERICA
2186 MILL AVENUE
BROOKLYN, NEW YORK 11234
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2001
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Polymer Research Corp. of America, a New York
corporation ("Polymer"), of proxies to be voted at the Annual Meeting of
Shareholders to be held at the offices of Polymer, 2186 Mill Avenue, Brooklyn,
New York 11234 on May 25, 2001, at 10:00 A.M., local time, and at any
adjournment thereof (the "Meeting"). This proxy statement will be mailed to
shareholders on or about April 25, 2001.
The purpose of the Meeting is to: (i) elect eight (8) directors of
Polymer; and (ii) consider such other business that may properly come before the
Meeting.
Any shareholder giving a proxy has the power to revoke it by giving
notice to Polymer in writing, or at the Meeting before any vote is taken. The
shares represented by the enclosed proxy will be voted as directed if it is
properly signed and received by Polymer prior to the time of the Meeting. If no
direction is given in the proxy, it will be voted in favor of nominees named in
this Proxy Statement. If for any unforeseen reason any of the nominees named in
this Proxy Statement is not available as a candidate for director, the persons
named as proxy holders will vote the proxy for such other candidate or
candidates as may be nominated by the Board of Directors.
OUTSTANDING SECURITIES AND
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The shareholders of record of Polymer's Common Shares at the close of
business on the record date, April 24, 2001, are entitled to vote on matters to
come before the Meeting. On that date, there were 1,926,012 issued and
outstanding Common Shares. As provided in the Certificate of Incorporation, each
Common Share is entitled to one vote. The affirmative vote of a plurality of the
votes cast at the meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD" with respect to the election of one or more
directors will not be voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether there is a
quorum.
2
The following table sets forth certain information, as of April 24,
2001 with respect to each person known to Polymer to be the beneficial owner of
more than 5% of Polymer's Common Shares and by all directors and executive
officers as a group. Unless otherwise indicated, the beneficial owners have sole
voting and investment power with respect to the shares beneficially owned.
NAME AND ADDRESS AMOUNT PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Carl Horowitz 698,593(1) 36.3%(1)
2719 Whitman Drive
Brooklyn, NY 11234
Irene Horowitz 412,548(1) 21.4%(1)
2719 Whitman Drive
Brooklyn, NY 11234
First Wilshire Securities 198,826 10.3%
Management Corp
600 South Lake Street
Pasadena, CA 91106 (2)
All Officers and 960,563 49.9%
Directors as a Group
(10 persons)
- ---------------
(1) Includes for each of Carl and Irene Horowitz 228,569 shares owned
jointly by them, but excludes shares owned individually by the other.
(2) As set forth in the Schedule 13G filed in September 1998, as adjusted
for subsequent stock dividends.
3
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid for services rendered
during the year ended December 31, 2000 and for the two prior years to the chief
executive officer of Polymer and each executive officer whose aggregate cash
compensation exceeded $100,000 for the year ended December 31, 2000.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
------------
Name and
Principal Other Annual Restricted
Position Year Salary Bonus Compensation(1)(2) Stock Awards
-------- ---- ------ ----- ------------ ------------
Carl Horowitz 2000 $180,440 $ 0 $ 0 $53,125
Chief Executive 1999 174,414 0 12,812 50,000
Officer, President 1998 170,000 0 13,233 0
Irene Horowitz 2000 141,388 0 0 53,125
Senior Vice President 1999 164,873 0 0 50,000
1998 180,703 0 0 0
John M. Ryan 2000 247,178 0 0 0
Executive Vice 1999 272,486 0 0 20,000
President 1998 276,984 12,324 0 0
Mohan Sanduja 2000 128,180 0 0 0
Vice President 1999 126,897 0 0 0
1998 125,367 1,500 0 0
_______________
(1) Represents life insurance premium for policy of which Dr. Horowitz has
the right to designate beneficiary.
(2) The above table does not include any amount for personal benefits
because, in any individual case, such amounts do not exceed the lesser
of $50,000 or 10% of such individual's cash compensation.
Directors who are not employees of Polymer receive a fee of
$500 for each regular meeting of the Board of Directors that they attend.
Polymer has no committees of directors except for an audit committee. See
"Report of Audit Committee" below. The Board of Directors met one time during
2000 and acted by unanimous written consent one time. No director other than
Boris Jody and Alice Barton attended less than 75% of the total number of
meetings of the Board and Committee on which he or she served.
4
EMPLOYMENT AGREEMENTS
On May 17, 1998, the Company amended Mr. Horowitz's employment
agreement to extend it through May 16, 2003. Mr. Horowitz's base salary under
the new agreement was $170,000 for 1998 with annual increases of $10,000
thereafter until December 31, 2002. In the final period of the agreement
(January 1, 2003 through May 16, 2003) Mr. Horowitz will receive salary at the
annual rate of $240,000.
On July 26, 1994 the Company entered into retirement agreements with
the Company's President and Senior Vice President. Upon retirement, the
agreements set a compensation rate of 60% of the average annual compensation for
the five preceding years, payable for the remainder of the individuals' life. In
addition the Company is to maintain the individuals' medical benefits.
OPTIONS
Polymer did not grant any stock options to the named officers during
2000. No named officer exercised any options or at the end of the year held any
options to purchase Common Shares of Polymer.
ELECTION OF DIRECTORS
There are eight (8) directors to be elected. Those nominees receiving a
plurality of the votes cast will be elected. It is intended that proxies
received in response to this solicitation will be voted in favor of the election
of the eight persons named in the following table to be directors of Polymer to
hold office until the next annual meeting of the shareholders. The Board of
Directors recommends a vote FOR election of the nominated slate of directors.
The following table states the names of the nominees, their age, the
present and former occupation of each nominee and the number of shares of
Polymer owned by each nominee as of the record date. All are currently directors
of Polymer who hold office until the Meeting and until their successors are
elected and qualified.
Number of Shares
of Company Percentage of Shares
Name Occupation Beneficially Owned Outstanding
- ---- ---------- ------------------ -----------
Carl Horowitz President, Chairman of the Board of 698,593(1) 36.3%
Directors and a Director of Polymer
since its inception in 1963. Mr.
Horowitz is 77 years old.
Irene Horowitz Mrs. Horowitz is Senior Vice 412,548(1) 21.4%
President and Manager of New
Technology of Polymer. Mrs.
Horowitz has been a Director of
Polymer since 1977. Mrs. Horowitz
is 77 years old.
5
John Ryan Mr. Ryan has been employed by 49,069 2.5%
Polymer since 1981. In 1985, Mr.
Ryan became Executive
Vice-President-Corporate Research
of Polymer. Mr. Ryan has been a
Director since 1985. Mr. Ryan is
45 years old.
Boris Jody Mr. Jody was employed by the -0- --
Standard Motors Corporation from
1952 until his retirement in 1991.
His last position was as Assistant
Executive Vice-President. Mr. Jody
has been a Director since 1985.
Mr. Jody is 82 years old. Mr. Jody
is a member of the Audit
Committee.
Mohan Sanduja Dr. Sanduja received his Ph.D in 1,000 0.1%
chemistry from Queens University,
Ontario, Canada in 1972. From
1979-1982, Dr. Sanduja was
Assistant Director of Research at
Polymer. Since 1982, Dr. Sanduja
has been Polymer's Director of
Research. Dr. Sanduja has been a
Vice President-Research and a
Director since 1987. Dr. Sanduja
is 65 years old.
Alice Barton Ms. Barton was first employed by 21,602 1.1%
Polymer in 1980. From 1993 to
1996, she was Senior Vice
President-R&D Marketing; from 1982
to 1993, she was Vice President-R&D
Marketing. In 1998, Ms. Barton
rejoined Polymer as Vice President,
West Coast Operations. Ms. Barton
has been a Director since 1987.
Ms. Barton is 40 years old.
Jaschsa J. Gurevitz Retired since 1990. For more than 0 -
five years prior thereto, manager
of New York Office of Central News
Agency of Johannesburg South
Africa. Mr. Gurevitz has been a
Director since 2000. Mr. Gurevitz
is 82 years old. Mr. Gurevitz is a
member of the Audit Committee.
6
Terry J. Wolfgang Mrs. Wolfgang was employed by 3,700 0.2%
Polymer from 1981 through April,
1989. From 1986 through April, 10,
1989, she was Vice President of
Contracts. Mrs. Wolfgang is an
attorney practicing law in New York
City since 1989. Mrs. Wolfgang has
been a Director since 1989. Mrs.
Wolfgang is 38 years old.
- --------------
(1) Includes for each of Carl and Irene Horowitz 228,569 shares owned
jointly by them.
Carl and Irene Horowitz are husband and wife and are the parents of
Alice Barton and Terry Wolfgang. Each disclaims beneficial ownership of shares
owned by the others.
OFFICERS
In addition to the directors listed above, Polymer has three officers.
Information concerning those individuals is set forth below:
Name Age No. of Shares
- ---- --- -------------
Anna Dichter 84 1,470
Clare Chamow 64 400
Harriet Finger 57 420
Anna Dichter joined Polymer in 1968 as Controller. She was elected
Secretary/Treasurer of Polymer in 1977. Mrs. Dichter, who devotes her full time
and efforts to the affairs of Polymer, is in charge of maintaining Polymer's
books on a day-to-day basis. She is the sister of Irene Horowitz.
Clare Chamow joined Polymer in 1982. She became a Vice President in
March of 1996 and is responsible for office management.
Harriet Finger joined Polymer in 1991 as a bookkeeper. She was later
made controller and devotes full time to overseeing the day to day finances of
Polymer.
7
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for recommending the
appointment of the Company's independent accountants, reviewing the plan and
results of the yearly audit by the independent accountants, reviewing the
Company's system of internal controls and procedures and where necessary,
investigating matters relating to the audit functions. The Board adopted a
written charter for the Audit Committee on June 2, 2000, which is attached to
this proxy statement as Appendix A. The Audit Committee did not meet during
2000.
The Audit Committee has reviewed the Company's audited consolidated
financial statements for the year ended December 31, 2000 and discussed such
statements with management and the Company's independent auditors, Goldstein &
Ganz, P.C. Management represented to the Committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
The independent auditors are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States.
The Audit Committee has discussed with Goldstein & Ganz, P.C. the
matters required to be discussed by Statement of Auditing Standards No. 61
(Communication with Audit and Finance Committees, as amended).
The Audit Committee received from Goldstein & Ganz, P.C. the written
disclosures required by Independence Standards Board Standard No. 1 and
discussed with them their independence. Based on the review and discussions
noted above, the Audit Committee ratified the determination that the Company's
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000, to be filed with the
Securities and Exchange Commission.
Submitted by the Audit Committee:
Jaschsa Gurevitz
Boris Jody
AUDIT COMMITTEE INDEPENDENCE
Each member of the Audit Committee is independent under the definition
of independence under the NASDAQ Listing Standards.
AUDIT AND RELATED FEES
AUDIT FEES. The Company agreed to pay $15,000 to Goldstein & Ganz, P.C., its
independent auditors, for professional services rendered for the audit of the
Company's 2000 financial statements.
8
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no fees
paid by the Company to Goldstein & Ganz, P.C. for financial information system
design and implementation for 2000.
ALL OTHER FEES. The Company paid no fees to Goldstein & Ganz, P.C. for services
other than those described above.
Since Goldstein & Ganz, P.C. provided no services other than services
in connection with the audit of the Company's financial statements, the Audit
Committee did not consider whether the provision of the non-audit services was
compatible with maintaining Goldstein & Ganz, P.C. independence.
POLYMER'S INDEPENDENT PUBLIC ACCOUNTANTS
Goldstein & Ganz, P.C. has been appointed Polymer's independent public
accountants for fiscal 2001. A representative of Goldstein & Ganz, P.C. is
expected to be present at the 2001 Annual Meeting of Stockholders, and will be
available to answer appropriate questions, and will have an opportunity to make
a statement if such representative should desire.
On February 26, 2001, Polymer engaged Goldstein & Ganz, P.C. as the
principal accountants to audit Polymer's financial statements for the fiscal
year ending December 31, 2000. The decision to change accountants was approved
by the Board of Directors of Polymer. Polymer's previous certifying accountant
was Castellano Korenberg & Co.
The Report of Castellano Korenberg & Co. on the financial statements of
Polymer for 1998 and 1999 fiscal years did not contain an adverse opinion or
disclaimer of opinion nor was it modified as to uncertainty, audit scope or
accounting principles. There were no disagreements with Castellano Korenberg &
Co. on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, during the 1998 and 1999 fiscal
years which, if not resolved to Castellano Korenberg & Co.'s satisfaction, would
have caused Castellano Korenberg & Co. to make reference to the subject matter
of the disagreement(s) in connection with its Reports.
Prior to its engagement as Polymer's independent accountant, Goldstein
& Ganz, P.C. had not been consulted by Polymer either with respect to the
application of accounting principles to a specific transaction or the type of
audit opinion that might be rendered on Polymer's financial statements.
Each of Goldstein & Ganz, P.C. and Castellano Korenberg & Co. has
informed Polymer that it does not believe the statements made in this Proxy
Statement by Polymer with respect to the change in accountants is incorrect or
incomplete.
9
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
directors, executive officers and holders of more than 10% of Polymer's Common
Stock to file with the Securities and Exchange Commission reports regarding
their ownership and changes in ownership of Polymer's securities. Polymer
believes that, during 2000, its directors, executive officers and 10%
shareowners complied with all Section 16(a) filing requirements. In making this
statement, Polymer has relied upon examination of the copies of Forms 4 provided
to Polymer.
STOCKHOLDER'S PROPOSALS
From time to time shareholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at an annual
meeting. Shareholders who intend to present proposals at the 2002 Annual
Meeting, and who wish to have such proposals included in the Polymer's Proxy
Statement for the 2002 Annual Meeting, must be certain that such proposals are
received by the Polymer's Secretary at Polymer's executive offices, 2186 Mill
Avenue, Brooklyn, NY 11234 not later than December 26, 2001. Such proposals must
meet the requirements set forth in the rules and regulations of the Securities
and Exchange Commission in order to be eligible for inclusion in the Proxy
Statement. Shareholders who intend to present a proposal at the 2002 Annual
Meeting but who do not wish to have such proposal included in the Polymer's
Proxy Statement for such meeting must be certain that notice of such proposal is
received by Polymer's Secretary at Polymer's executive offices not later than
March 11, 2002.
ADDITIONAL INFORMATION
The cost of solicitation of Proxies will be borne by Polymer. Such
solicitation will be without cost to Polymer, except for actual out-of-pocket
communication charges. Brokerage houses, banks, custodians, nominees and
fiduciaries are being requested to forward the proxy material to beneficial
owners and their reasonable expenses therefor will be reimbursed by Polymer.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
meeting. However, if any other business properly comes before the meeting, it is
the intention of the persons named in the enclosed form of proxy to vote on such
matters in accordance with their best judgment.
10
Dated: Brooklyn, New York
April 25, 2001
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER OF POLYMER, POLYMER WILL
PROVIDE TO SUCH STOCKHOLDER A COPY OF POLYMER'S ANNUAL REPORT ON FORM 10-KSB FOR
2000, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST SHOULD BE DIRECTED TO
SECRETARY, POLYMER RESEARCH CORP. OF AMERICA, 2186 MILL AVENUE, BROOKLYN, NEW
YORK 11234. THERE WILL BE NO CHARGE FOR SUCH REPORT UNLESS ONE OR MORE EXHIBITS
THERETO ARE REQUESTED, IN WHICH CASE POLYMER'S REASONABLE EXPENSES OF FURNISHING
SUCH EXHIBITS MAY BE CHARGED.
Appendix A
POLYMER RESEARCH CORP. OF AMERICA
AUDIT COMMITTEE CHARTER
Adopted by Board of Directors
by Unanimous Written Consent dated June 2, 2000
Organization
There shall be a committee of the Board of Directors of Polymer Research Corp.
of America ("Polymer" or the "Company") to be known as the Audit Committee. The
Audit Committee shall be composed of directors who are independent of the
Management of the Company and are free of any relationship that, in the opinion
of the Board of Directors, would interfere with their exercise of independent
judgement as a committee member.
In compliance with the rules issued by Nasdaq, the following guidelines will be
considered in determining whether a director is independent of management. A
director will not be considered "independent" if, among other things, a director
has:
o been employed by the Company or its affiliates in the current or past three
years;
o accepted any compensation from the Company of its affiliates in excess of
$60,000 during the previous fiscal year (except for board service,
retirement plan benefits, or non-discretionary compensation);
o an immediate family member who is, or has been in the past three years,
employed by the Company or its affiliates as an executive officer;
o been a partner, controlling shareholder or an executive officer of any
for-profit business to which the Company made, or from which it received,
payments (other than those which arise solely from investments in the
corporation's securities) that exceed five percent of the Company's
consolidated gross revenues for that year, or $200,000, whichever is more,
in any of the past three years; or
o been employed as an executive of another entity where any of the Company's
executives serve on that entity's compensation committee.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Company's directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of the financial reports of the
Company. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors, and the financial management of the corporation.
RESPONSIBILITIES
In carrying out its responsibilities, the Audit Committee believes its policies
and the procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the Company's
accounting and reporting practices are in accordance with all requirements and
are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Company and its divisions
and subsidiaries.
o Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit for the current year, proposed
review procedures for the quarterly financial statements and the review and
audit procedures to be utilized, and at the conclusion thereof review each
audit and quarterly review (prior to the filing of the Company's Form 10Q),
including any comments or recommendations of the independent auditors.
o Review with the independent auditors, and financial and accounting
personnel, the adequacy and effectiveness of the accounting and financial
controls of the Company, and elicit any recommendations for the improvement
of such internal control procedures or particular areas where new or more
detailed controls or procedures are desirable. Particular emphasis should
be given to the adequacy of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
improper. Further, the committee periodically should review Company policy
statements to determine their adherence to the code of conduct.
o Review the internal review function of the Company including the
independence and authority of its reporting obligations, the proposed
review plans for the coming year and the coordination of such plans with
the independent auditors.
o Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Any changes
in accounting principles should be reviewed.
o Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the corporation's financial and accounting
personnel, and the cooperation that the independent auditors received
during the course of the audit.
o Review accounting and financial human resources and succession planning
within the company.
o Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.
o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgement, that is appropriate.
POLYMER RESEARCH CORP. OF AMERICA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 25, 2001
The undersigned, a shareholder of record of POLYMER RESEARCH CORP. OF
AMERICA ("Corporation") on April 24, 2001, hereby appoints Carl Horowitz and
Irene Horowitz or either of them proxies with full power of substitution, to
vote all shares of Common Stock of the Corporation registered in the name of the
undersigned at the Annual Meeting of Shareholders on May 25, 2001 at 10:00 A.M.
and adjournments thereof (hereby revoking any prior proxies to vote or act
thereat). Said proxy is directed to vote as follows:
ELECTION OF DIRECTORS.
NOMINEES: Carl Horowitz, Irene Horowitz, Mohan Sanduja, Boris Jody, John M.
Ryan, Alice Barton, Jaschsa Gurevitz, Terry Wolfgang.
PROXIES NOT MARKED TO WITHHOLD AUTHORITY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES WHOSE NAMES ARE NOT WRITTEN ON THE LINE BELOW.
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ]__________________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND IF NO INSTRUCTIONS ARE GIVEN WILL BE
VOTED FOR NOMINEES FOR DIRECTORS AS SET FORTH IN THE PROXY STATEMENT DATED APRIL
25, 2001. PLEASE EXECUTE THIS PROXY AND RETURN SAME IN THE SELF-ADDRESSED,
STAMPED ENVELOPE.
IMPORTANT: Signatures should correspond exactly with the name(s) as they appear
on the stock record books of the Corporation. Each joint owner shall sign.
Executors, administrators, trustees, etc. should give full title.
Signature: Date:
---------------- --------- ---------------------------------
No. Shares as of April 24, 2001
Signature: Date:
---------------- ---------