Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-12
Milestone Scientific Inc.
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
MILESTONE SCIENTIFIC INC.
Notice of Annual Meeting of Stockholders to be held on Tuesday, December 3, 2002
------------------
The Annual Meeting of Stockholders of Milestone Scientific Inc. will be held in
the Board Room of the American Stock Exchange, 86 Trinity Place, New York, New
York, on Tuesday, December 3, 2002, at 9:00 a.m., Eastern Standard Time, for the
purpose of considering and acting upon the following:
1. Election of three (3) Directors.
2. Confirming the appointment of J.H. Cohn LLP as independent
accountants for the fiscal year ending December 31, 2002.
3. Any and all matters incident to the foregoing, and such other
business as may legally come before the meeting and any adjournments
or postponements thereof.
The Board of Directors has fixed the close of business on November 4, 2002
as the record date for determining the stockholders having the right to notice
of and to vote at the meeting.
By order of the Board of Directors
Leonard Osser
Chairman of the Board
Livingston, New Jersey
November 8, 2002
- ------------------------------------------------------------------------------
IMPORTANT: Every stockholder, whether or not he or she expects to attend
the annual meeting in person, is urged to execute the proxy
and return it promptly in the enclosed business reply
envelope.
Sending in your Proxy will not prevent you from voting your
stock at the meeting if you desire to do so, as your Proxy is
revocable at your option.
We would appreciate your giving this matter your prompt
attention.
MILESTONE SCIENTIFIC INC.
-------------------
PROXY STATEMENT
For Annual Meeting of Stockholders
to be Held December 3, 2002
-----------------
Proxies in the form enclosed with this Statement are solicited by
Milestone Scientific Inc. ("Milestone" or "the Company") to be used at the
Annual Meeting of Stockholders to be held in the Board Room of the American
Stock Exchange, 86 Trinity Place, New York City, on December 3, 2002 at 9:00
a.m., Eastern Standard Time, for the purposes set forth in the Notice of Meeting
and this Proxy Statement. Milestone's principal executive offices are located at
220 South Orange Avenue, Livingston Corporate Park, Livingston, New Jersey
07039. The approximate date on which this Statement and the accompanying proxy
will be mailed to Stockholders is November 8, 2002.
THE VOTING AND VOTE REQUIRED
On the record date for the meeting, November 4, 2002, there were
outstanding 12,633,370 shares of common stock of the Company (the "Common
Stock"), each of which will be entitled to one vote.
Directors are elected by a plurality of the votes cast at the meeting.
Confirming the appointment of J.H. Cohn as independent accountants is
accomplished by the affirmative vote of a majority of the votes cast at the
meeting.
All shares represented by valid proxies will be voted in accordance with
the instructions contained therein. In the absence of instructions, proxies will
be voted FOR each of the stated matters being voted on at the meeting. A proxy
may be revoked by the stockholder giving the proxy at any time before it is
voted, either by oral or written notice, and a prior proxy is automatically
revoked by a stockholder giving a subsequent proxy or attending and voting at
the meeting. Attendance at the meeting, however, in and of itself does not
revoke a prior proxy. In the case of the election of directors, shares
represented by a proxy which are marked "WITHHOLD AUTHORITY" to vote for all
eight nominees will not be counted in determining whether a plurality vote has
been received for the election of directors. Shares represented by proxies which
are marked "ABSTAIN" on any other proposal will not be counted in determining
whether the requisite vote has been received for such proposal. In instances
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not returned proxies ("broker non-votes"), those
shares will not be included in the vote totals and, therefore, will have no
effect on the outcome of the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows certain information with respect to beneficial
ownership of the Company's Common Stock on November 4, 2002 by all persons known
to be the beneficial owners of more than 5% of its outstanding shares, and by
all Directors and Officers of the Company, as a group. No Executive Officer or
Director of the Company is involved in any material legal proceedings.
Shares of
Common Stock
Beneficially Percentage
Name of Beneficial Owner(1)(2) Owned of Class
- ------------------------------ ----- --------
Executive Officers and Directors
Leonard Osser 3,515,141(3) 26.46%
Stuart J. Wildhorn 21,334(4) *
Thomas M. Stuckey 73,967(5) *
Paul Gregory 12,572(6) *
Shares of
Common Stock
Beneficially Percentage
Name of Beneficial Owner(1)(2) Owned of Class
- ------------------------------ ----- --------
Leonard M. Schiller 33,016(7) *
All Directors & Officers as a group 3,656,030(8) 27.28%
5% and Greater Stockholders
K. Tucker Andersen
c/o Cumberland Associates, LLC
1114 Avenue of the Americas
New York, New York 10036 1,646,439(9) 11.53%
Cumberland Associates, LLC
1114 Avenue of the Americas
New York, New York 10036 1,230,000(10) 8.87%
Gintel Asset Management, Inc.
6 Greenwich Office Park
Greenwich, CT 06831 1,752,000(11) 12.18%
- ----------
*Less than 1%
(1) The addresses of the persons named in this table are as follows: Leonard
A. Osser, 220 South Orange Avenue, Livingston Corporate Park, Livingston,
NJ 07039; Thomas M. Stuckey, 220 South Orange Avenue, Livingston Corporate
Park, Livingston, NJ 07039; Paul Gregory, Innovative Programs Associates
Inc., 300 Mercer Street, New York, New York 10003; and Leonard M.
Schiller, Schiller, Klein & McElroy, P.C., 33 North Dearborn Street, Suite
1030, Chicago, Illinois 60602.
(2) A person is deemed to be a beneficial owner of securities that can be
acquired by such person within 60 days from the filing of this proxy
statement upon the exercise of options and warrants or conversion of
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants and convertible securities
that are held by such person (but not held by any other person) and that
are exercisable or convertible within 60 days from the filing of this
report have been exercise or converted. Except as otherwise indicated, and
subject to applicable community property and similar laws, each of the
persons named has sole voting and investment power with respect to the
shares shown as beneficially owned. All percentages are determined based
on the number of all shares, including those underlying options
exercisable within 60 days from the filing of this proxy statement held by
the named individual, divided by 12,633,370 outstanding shares on November
4, 2002 and those shares underlying options exercisable within 60 days
from the filing of this proxy statement, held by the named individual.
(3) Includes (i) 614,183 shares issuable upon exercise of stock options within
60 days of the date hereof, which are exercisable at $.80 and (ii)
warrants immediately exercisable to purchase 35,714 shares at $1.75 per
share.
(4) Includes 16,667 shares subject to stock options, exercisable within 60
days of the date hereof at $2.50 per share and 4,667 shares subject to
stock options, exercisable within 60 days of the date hereof at $.75 per
share.
(5) Includes 21,000 shares subject to stock options, exercisable within 60
days of the date hereof at $3.00 per share, 25,000 shares subject to stock
options, exercisable within 60 days of the date hereof at $16.50 per
share, and 16,667 shares subject to stock options, exercisable within 60
days of the date hereof at $2.1875 per share, 4,667 shares subject to
stock options exercisable within 60 days of the date hereof at $2.50 per
share and 2,333 shares subject to stock options exercisable within 60 days
of the date hereof at $.75 per share. Mr. Stuckey disclaims beneficial
ownership of (i) 10,000 shares, which are held by his wife as custodian
for their children, and (ii) 1,700 shares which are owned by his wife in
her IRA. Mr. Stuckey is 47 and has been Chief Financial Officer and Vice
President of the Company and Chief Financial Officer of Spintech and
Sagacity I, subsidiaries of the Company, since May 1998. Prior to joining
the Company, Mr. Stuckey had been the Corporate Controller of PureTec, a
plastic product manufacturer, where he had spent 13 years.
(6) Includes 150 shares held by Mr. Gregory's wife and 12,422 shares subject
to stock options, exercisable within 60 days of the date hereof at $2.1875
per share.
(7) Includes 12,422 shares subject to stock options, exercisable within 60
days of the date hereof at $2.1875 per share.
2
(8) Includes 728,694 shares subject to stock options and 35,714 shares subject
to warrants all of which are exercisable within sixty (60) days of the
date hereof.
(9) Based solely upon an amendment to Schedule 13G filed by K. Tucker Andersen
with the Securities and Exchange Commission on 12/7/01 and the 33,840
shares issued to Mr. Andersen in January 2002 in lieu of interest.
(10) Based solely upon an amendment to Schedule 13G filed by Cumberland
Associates, LLC with the Securities and Exchange Commission on 2/14/02.
(11) Includes 150,000 shares held by Gintel Partners Fund LP of which Robert
Gintel, Chief Executive Officer of Gintel Asset Management, Inc. is a
controlling partner, 110,000 shares held by Barbara Gintel (Robert
Gintel's spouse), 62,000 shares held by Gintel & Co. Trading Account,
750,000 shares held by Gintel Fund and 500,000 shares held by Robert
Gintel Florida Intangible Tax Trust.
Equity Compensation Plan Information
The following table summarizes the (i) options granted under the Milestone
1997 Stock Option Plan, and (ii) options and warrants granted outside the
Milestone 1997 Stock Option Plan, as of December 31, 2001. The shares covered by
outstanding options and warrants are subject to adjustment for changes in
capitalization stock splits, stock dividends and similar events. No other equity
compensation has been issued.
Equity Compensation Plan Table
-------------------------------------------------------------------
Number of Number of
securities(1) to be Weighted-average securities(1)
issued upon exercise exercise price of remaining available
of outstanding outstanding for future issuance
options, warrants and options, warrants under equity
rights and rights compensation plans
----------------------- --------------------- ---------------------
Equity Compensation Plans Approved By
Security Holders
- ---------------------------------------
Grants under the Milestone Scientific, Inc.
1997 Stock Option Plan....................... 929,266 $5.16 70,734
Equity Compensation Plans Not Requiring
Approval By Security Holders
- ---------------------------------------
Aggregate Individual Option Grants........... 422,500 $3.91 Not applicable
Aggregate Individual Warrant Grants 1,974,066 $1.45 Not applicable
- -------------------------------------------------------------------------------------------------------------
Total.................................... 3,325,832 $2.80
----------------------------------------------------------------
(1) Reflect shares of Milestone Common Stock.
The aggregate individual option grants outside the Stock Option Plan referred to
in the table above include options granted to consultants and providers of
certain services to the company. The aggregate individual warrant grants
referred to in the table above include warrants granted to investors in the
company as part of private placements and credit line arrangement.
ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting, each for a term
of one year and until the election and qualification of a successor.
It is intended that votes pursuant to the enclosed proxy will be cast for
the election of the three nominees named below. In the event that any such
nominee should become unable or unwilling to serve as a Director, the Proxy will
be voted for the election of such person, if any, as shall be designated by the
Board of Directors (the "Board"). Management has no reason to believe these
nominees will not be available for election.
3
The nominees for election and certain information about them are shown in
the following table:
Nominees for Election
LEONARD OSSER, 54, has been Chief Executive Officer and a director of the
Company since July 1991, and the President and Chief Executive Officer of
Spintech, a subsidiary of the Company, since November, 1995. From July 1991
until July 1997, he also served as President and Chief Financial Officer of the
Company.
PAUL GREGORY, 64, has been a director of the Company since April 1997. Mr.
Gregory has been a business and insurance consultant at Innovative Programs
Associates Inc. and Paul Gregory Associates Inc. since January 1995 and January
1986, respectively, where he services, among other entities, foreign and
domestic insurance groups, law and accounting firms and international
corporations.
LEONARD M. SCHILLER, 61, has been a director of the Company since April 1997.
Mr. Schiller has been a partner in the law firm of Schiller, Klein & McElroy,
P.C. in Chicago, Illinois since 1977. He has also served as the President of The
Dearborn Group, a residential property management and real estate acquisition
company.
The Board unanimously recommends a vote FOR the
election of each of the nominees.
Board of Directors and Committees
The Board held 8 meetings, the Audit Committee held 2 meetings, and the
Compensation Committee did not hold any meetings during fiscal 2001. The Company
does not have a nominating committee. All directors attended more than 75% of
the aggregate number of meetings of the Board and its committees. Louis I.
Margolis resigned from the Board of Directors on December 19, 2001 and Stephen
A. Zelnick resigned from the Board of Directors on August 19, 2002.
The Compensation Committee reviews and recommends to the Board the
compensation and benefits of all officers of the Company, reviews general policy
matters relating to compensation and benefits of employees of the Company, and
administers the issuance of stock options to the Company's officers, employees,
directors and consultants.
The Compensation Committee was comprised of Stephen A. Zelnick, Louis I.
Margolis and Leonard M. Schiller during 2001.
The Audit Committee was established to meet with management and the
Company's independent accountants to determine the adequacy of internal controls
and other financial reporting matters. The Board has adopted a written charter
for the Audit Committee. The Audit Committee reviewed the Company's audited
financial statements for the year ended December 31, 2001 and met with the
management of the Company to discuss such audited financial statements. The
Audit Committee has discussed with the Company's independent accountants, J. H.
Cohn LLP, the matters required to be discussed pursuant to Statement on
Accounting Standards No. 61. The Audit Committee has received the written
disclosures and the letter from J. H. Cohn LLP required by the Independence
Standards Board Standard No. 1. The Audit Committee has discussed with J. H.
Cohn LLP its independence from management and the Company. J. H. Cohn LLP had
full and free access to the Audit Committee. Based on its review and
discussions, 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-KSB.
4
The Audit Committee was comprised of Stephen A. Zelnick, Leonard M.
Schiller and Paul Gregory during 2001, all of whom are independent (as defined
in Section 121(A) of the American Stock Exchange Listing Standards.).
COMPENSATION OF DIRECTORS AND OFFICERS
AND RELATED MATTERS
Executive Compensation.
The following Summary Compensation Table sets forth all compensation
earned, in all capacities, during the fiscal years ended December 31, 2001,
2000, and 1999 by (i) the Company's Chief Executive Officer and (ii) the most
highly compensated executive officers, other than the CEO, who were serving as
executive officers at the end of the 2001 fiscal year and whose salary as
determined by Regulation S-B, Item 402, exceeded $100,000 (the individuals
falling within categories (i) and (ii) are collectively referred to as the
"Named Executives").
Summary Compensation Table
Awards
Annual Compensation Common Stock
Salary Underlying Options
Name and Principal Position Year ($) (#)
- ----------------------------------------------------------------------------------------------------------------
Leonard A. Osser
Chief Executive 2001 350,967(1) 50,000
Officer and 2000 265,407(2) 50,000
Chairman 1999 191,135(3) 50,000
Thomas M. Stuckey
Chief Financial 2001 116,905 10,000
Officer and Vice 2000 114,051 25,000
President 1999 119,922 21,000
- ----------
(1) Includes $350,000 in deferred compensation, of which $314,000 was earned
as Chairman and CEO of Milestone and $36,000 was earned as President and
CEO of Spintech. The deferred compensation was paid subsequent to year end
through the issuance of 625,000 units, each consisting of one share of
common stock and one six-year warrant to purchase one share of common
stock at prices ranging from $.80-$2.00. It excludes $20,850 paid by
Milestone to Marilyn Elson, a certified public account, who was employed
by Milestone to render professional tax services. Ms. Elson is the wife of
Mr. Osser.
(2) Includes $141,346 in deferred compensation and $21,000 earned as President
and Chief Executive Officer of Spintech. The deferred compensation was
paid subsequent to year end through the issuance of 176,683 units, each
consisting of one share of common stock and one six-year warrant to
purchase one share of common stock at prices ranging from $.80-$2.00.
(3) Reflects voluntary reduction of base salary, which commenced in July 1998
and also includes $36,000 earned as President and Chief Executive Officer
of Spintech.
Stock Options
The following tables show certain information with respect to incentive
and non-qualified stock options granted in 2001 to Named Executives under the
Company's 1997 Stock Option Plan and the aggregate value at October 30, 2002 of
such options. In general, the per share exercise price of all options is equal
to the fair market value of a share of Common Stock on the date of grant. No
options granted to Named Executives have been exercised.
5
Option Grants in 2001
Individual Grants of Options
Number of Percent of
Shares of Total Options
Common Stock Granted to Exercise
Underlying Employees in Price Expiration
Name Option # 2001 ($/Sh) Date
- ---- -------- ---- ------ ----
Leonard A. Osser 50,000(1) 35.7% $1.56 01-01-06
Stuart J. Wildhorn 50,000(2) 35.7% $2.50 07-27-06
Thomas M. Stuckey 21,000(2) 7.1% $2.50 07-27-06
- ----------
(1) Options vested 01-01-02
(2) One third vesting on each anniversary.
Aggregated 2001 Year End Options Values
for Options granted prior to and during 2001
Number of Shares of Common
Stock Underlying Unexercised Value of Unexercised
Options at In-The-Money Options
12-31-2001 At 12-31-2001 (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
Leonard A. Osser 0 // 200,000 $0 // $0
Stuart J. Wildhorn 0 // 50,000 $0 // $0
Thomas M. Stuckey 54,333 // 26,667 $0 // $0
- ----------
(1) Based on the closing price on October 30, 2002 of $.27 as quoted on the
American Stock Exchange.
Employment Contracts
As of January 1, 1998 the Company entered into an Employment Agreement
with Mr. Osser which provides for an initial term expiring on December 31, 2002,
with a two-year non-competition period at the end of the term. The term is
automatically increased for successive one-year periods unless prior to December
1 of any year either party notifies the other of its election not to extend the
term. Under the Agreement, Mr. Osser serves as Chief Executive Officer and is
required to work on a full-time basis. Under the Employment Agreement, Mr. Osser
receives annual base pay of $350,000, increasing to reflect cost of living
adjustments commencing on January 1, 2001. In addition, during each January from
1998 through 2002 the Company has granted to Mr. Osser, pursuant to the
Employment Agreement, an option to purchase 50,000 shares of Common Stock
exercisable only during the last 30 days of the five year option term unless the
Company achieves certain financial goals to be specified annually by the
Compensation Committee. Additionally, as soon as financial statements for each
year commencing with 1998 are completed, the Company shall grant the executive
an additional option to purchase up to 50,000 shares depending upon the
achievement of specified performance goals. Further, Mr. Osser shall receive the
opportunity to earn cash bonuses of up to $200,000 per year depending upon the
achievement of performance targets to be specified by the Option Committee.
On July 7, 1998, at his sole discretion, Mr. Osser implemented a voluntary
reduction of his annual base salary, reducing his annual base pay from $350,000
to $188,462. The voluntary reduction has been described by Mr. Osser as being
both temporary and having no effect upon his rights under his Employment
Agreement with the Company. Such reduction remained in effect until August 5,
2000. At that time, Mr. Osser began to defer his salary at the $350,000 annual
base. At December 31, 2000, his deferred compensation was $141,346. In December
2001, Milestone reached an agreement with Mr. Osser to satisfy the $491,346 of
unpaid salary. The agreement calls for the issuance of 614,183 units.
6
Each unit consists of one share of Milestone common stock and one warrant to
purchase an additional share of such common stock. The warrants will be
exercisable at $.80 per share through January 31, 2003, thereafter at $1.00 per
share through January 31, 2006, and thereafter at $2.00 per share through
January 31, 2007, at which time they will expire. On March 29, 2002, Mr. Osser
signed an agreement deferring $320,000 of his $350,000 annual salary until
January 2, 2003.
Compensation of Directors
Non-employee directors are granted, upon becoming a director, a five-year
option to purchase 20,000 shares of our Common Stock at an exercise price equal
to the fair market value of a share of Common Stock on the date of grant. They
receive no cash compensation.
Independent Public Accountants
J. H. Cohn LLP has served as the Company's independent accountants since
May 7, 2001, replacing Grant Thornton LLP who had been dismissed as of May 9,
2001. During the two most recent fiscal years and the subsequent interim period
preceding the engagement of J.H. Cohn LLP, neither the Company, nor anyone on
its behalf, has consulted J.H. Cohn LLP regarding: (i) the application of
accounting principles to a specific completed or proposed transaction, or the
type of audit opinion that might be rendered on the Company's financial
statements, which consultation resulted in the providing of a written report or
oral advice concerning the same to the Company that J.H. Cohn LLP concluded was
an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement (as defined in Rule 304(a)(1)(iv) of
Regulation S-B promulgated under the Securities Act of 1933, as amended) or a
reportable event (as defined in Rule 304(a)(1)(v) of Regulation S-B).
The reports of Grant Thornton LLP for the years ended December 31, 2000
and December 31, 1999 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. The 2000 report did contain an explanatory paragraph to
the Company's ability to continue as a going concern.
The decision to change accountants was recommended and approved by the
audit committee of the Company's board of directors.
During 2000 and 1999, and during the period from January 1, 2001 to May 9,
2001, there were no disagreements with Grant Thornton LLP on accounting
principles or practices, financial statement disclosures, or auditing scope or
procedure which, if not resolved to the satisfaction of Grant Thornton LLP,
would have caused Grant Thornton LLP to make reference to the subject matter of
the disagreement in connection with their report.
Audit Fees
The aggregate fees billed for the professional services rendered by J. H.
Cohn LLP for the audit of the Company's annual financial statements for fiscal
year 2001 and the reviews of the Company's financial statements included in the
Company's Forms 10-QSB for fiscal year 2001 totaled $76,470.
Financial Information Systems Design and Implementation Fees
No professional services were rendered by J. H. Cohn LLP in connection
with information systems, design and implementation during fiscal year 2001.
7
All Other Fees
The aggregate fees billed by Grant Thornton LLP for services rendered in
2001 were $14,115. This included assistance in preparation of tax returns and
responses to comment letters related to registration statements filed by the
Company with the Securities and Exchange Commission.
Audit Committee Consideration
The Audit committee has considered and determined that the non-audit
services provided by Grant Thornton LLP during 2001 were not incompatible with
Grant Thornton's independence.
Work Performed by Principal Accountant's Full Time Permanent Employees
J. H. Cohn LLP utilized full time, permanent employees and partners of J.
H. Cohn LLP in performing the Company's audits for fiscal year 2001.
CONFIRMATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board recommends that the stockholders confirm the appointment of J.H.
Cohn LLP as the Company's independent accountants for the fiscal year ending
December 31, 2002. A representative of J.H. Cohn LLP will be at the Annual
Meeting of Stockholders and will have an opportunity to make a statement if he
desires to do so and will be available to respond to appropriate questions. In
the event the stockholders fail to ratify the appointment, the Board will
consider it a directive to consider other accountants for a subsequent year.
The Board recommends a vote FOR this proposal.
Certain Relationships and Related Transactions
Pursuant to a $1 million private placement which was completed in February
2000, Leonard Osser, the Chairman and Chief Executive Officer of the Company
purchased $250,000 principal amount of 10% secured promissory notes and
five-year warrants to purchase 35,714 shares of the Company's Common Stock,
immediately exercisable at $1.75 per share with such exercise price increasing
each anniversary to a final exercise price of $7.00 per share. In March 2001,
the exercise price of these warrants was amended by agreement between Milestone
and the warrant holders to provide for an exercise price of $1.75 per share up
to the date of maturity. Additionally, pursuant to an agreement made as of
January 31, 1999, the Company issued 1,800,000 shares of Common Stock in full
payment of the Company's 3% Senior Convertible Promissory Notes in the aggregate
principal amount of $2,250,000, of which 200,000 shares were issued to Mr.
Osser. In April 2000, Mr. Osser provided the Company with a $200,000 line of
credit which is payable on January 2, 2003. In December 2001, the Company
reached an agreement with Mr. Osser to satisfy $491,346 of his deferred
compensation through the issuance of 614,183 units, each unit consisted of one
share of Milestone common stock and one warrant to purchase an additional share
of each stock. These units were issued to Mr. Osser in January 2002.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent (10%)
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
8
To the best of the Company's knowledge, based solely on review of the
copies of such forms furnished to the Company, or written representations that
no other forms were required, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
(10%) shareholders were complied with during 2001.
MISCELLANEOUS
Other Matters
Management knows of no matter other than the foregoing to be brought
before the Annual Meeting of Stockholders, but if such other matters properly
come before the meeting, or any adjournment thereof, the persons named in the
accompanying form of proxy will vote such proxy on such matters in accordance
with their best judgment.
Reports and Financial Statements
The Company's Annual Report to Stockholders for the year ended December
31, 2001, including Audited Financial Statements, is included with this proxy
material. Such Report and Financial Statements contained therein are not
incorporated herein by reference and are not considered part of this soliciting
material.
Solicitation of Proxies
The entire cost of the solicitation of proxies will be borne by Milestone.
Proxies may be solicited by directors, officers and regular employees of
Milestone, without extra compensation, by telephone, telegraph, mail or personal
interview. Solicitation is not to be made by specifically engaged employees or
paid solicitors. Milestone will also reimburse brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses for sending
proxies and proxy material to the beneficial owners of its Common Stock.
Stockholder Proposals
Stockholder proposals intended to be presented at the Company's 2003
Annual Meeting must be received by the Company for inclusion in the Company's
proxy statement relating to that meeting not later than March 1, 2003. Such
proposals should be addressed to Thomas M. Stuckey, Chief Financial officer,
Milestone Scientific Inc., 220 South Orange Avenue, Livingston Corporate Park,
Livingston, New Jersey 07039.
EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL
MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE.
By order of the Board of Directors
Leonard Osser
Chairman of the Board
Livingston, New Jersey
November 8, 2002
9