SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Telebyte, Inc.
(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)(1) 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 (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:
[LOGO] Telebyte
Inc.
270 Pulaski Road
Greenlawn, New York 11740
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 25, 2003
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To the Stockholders of Telebyte, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Telebyte, Inc., a Delaware corporation (the "Company"), will be
held at the Company's executive offices at 270 Pulaski Road, Greenlawn, New York
11740 on August 25, 2003 at 10:00 a.m., local time, for the following purposes:
(1) To elect a Board of four directors.
(2) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on July 3, 2003 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Directors
Kenneth S. Schneider
Chairman
Greenlawn, New York
July 14, 2003
================================================================================
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF TELEBYTE, INC., AND RETURN IT IN THE PRE-ADDRESSED ENVELOPE
PROVIDED FOR THAT PURPOSE. A STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE
THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED
PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
================================================================================
PROXY STATEMENT
SOLICITING, VOTING AND REVOCABILITY OF PROXY
This Proxy Statement is being mailed to all stockholders of record of
Telebyte, Inc. (the "Company") at the close of business on July 3, 2003 in
connection with the solicitation by the Board of Directors (the "Board") of
Proxies to be voted at the Annual Meeting of Stockholders (the "Meeting") to be
held at the Company's executive offices at 270 Pulaski Road, Greenlawn, New York
11740 on August 25, 2003 at 10:00 a.m., local time, or any adjournment thereof.
The Proxy and this Proxy Statement were mailed to stockholders on or about July
14, 2003.
All shares represented by Proxies duly executed and received will be voted
on the matters presented at the Meeting in accordance with the instructions
specified in such Proxies. Proxies so received without specified instructions
will be voted FOR the nominees named in the Proxy to the Company's Board of
Directors. The Board does not know of any other matters that may be brought
before the Meeting nor does it foresee or have reason to believe that Proxy
holders will have to vote for substitute or alternate nominees to the Board. In
the event that any other matter should come before the Meeting or any nominee is
not available for election, the persons named in the enclosed Proxy will have
discretionary authority to vote all Proxies not marked to the contrary with
respect to such matters in accordance with their best judgment.
The total number of shares of Common Stock of the Company ("Common
Shares") outstanding and entitled to vote as of July 3, 2003 was 1,253,631. The
Common Shares are the only class of securities of the Company entitled to vote
on matters presented to the stockholders of the Company, each share being
entitled to one non-cumulative vote. A majority of the Common Shares outstanding
and entitled to vote as of July 3, 2003, or 626,816 Common Shares, must be
present at the Meeting in person or by proxy in order to constitute a quorum for
the transaction of business. Only stockholders of record as of the close of
business on July 3, 2003 will be entitled to vote.
With regard to the election of directors, votes may be cast in favor or
withheld. Directors shall be elected by a plurality of the votes cast. Votes
withheld in connection with the election of one or more of the nominees for
director will not be counted as votes cast for such individuals.
Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
However, neither abstentions nor broker non-votes will be counted for the
purpose of determining whether a particular proposal has been approved. Under
Delaware law, stockholders are not entitled to dissenter's rights of appraisal
with respect to the election of directors.
Any person giving a Proxy in the form accompanying this Proxy Statement
has the power to revoke it at any time before its exercise. The Proxy may be
revoked by filing with the Company written notice of revocation or a fully
executed Proxy bearing a later date. The Proxy may also be revoked by
affirmatively electing to vote in person while in attendance at the Meeting.
However, a stockholder who attends the Meeting need not revoke a Proxy given and
vote in person unless the stockholder wishes to do so. Written revocations or
amended Proxies should be sent to the Company at 270 Pulaski Road, Greenlawn,
New York 11740, Attention: Corporate Secretary. The Company's Board of Directors
is soliciting the Proxy. The Company will bear the cost of the solicitation of
Proxies, including the charges and expenses of brokerage firms and other
custodians, nominees and fiduciaries for forwarding proxy materials to
beneficial owners of the Company's shares. Solicitations will be made primarily
by mail, but certain directors, officers or employees of the Company may solicit
Proxies in person or by telephone, telecopier or telegram without special
compensation.
1
Executive Compensation
The following table provides summary information concerning the cash and
certain other compensation paid or accrued by the Company during the last three
fiscal years to the executive officers of the Company whose cash compensation
exceeded $100,000. The table includes Company contributions on the officer's
behalf to the Company's 401(k) Plan.
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Annual Compensation Long-Term Compensation
----------------------------------- --------------------------------------------------------
Awards Payouts
--------------------------------------------------------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Positions Year Salary Bonus Compensation Awards Options/SARs Payout Compensation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
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Kenneth S. 2002 $108,872 0 0 0 0 $4,080(1) $3,869(2)
Schneider -------------------------------------------------------------------------------------------------------
Chairman, CEO, 2001 $151,259 0 0 0 0 $4,080(1) $4,437(2)
Secretary and -------------------------------------------------------------------------------------------------------
Director 2000 $136,836 0 0 0 0 $4,080(1) $5,110(2)
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Michael 2002 $95,865 0 0 0 0 0 $6,090(2)
Breneisen
President, -------------------------------------------------------------------------------------------------------
COO, CCFO, 2001 $100,000 0 0 0 0 0 $6,537(2)
Treasurer and -------------------------------------------------------------------------------------------------------
Director 2000 $85,577 0 0 0 0 0 $6,503(2)
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(1) Deferred Compensation - see Long-Term Incentive Plans Table below.
(2) Fringe benefits including life insurance, employer 401k contributions and
automobile.
Option/SAR Grants in Last Fiscal Year
(Individual Grants)
None.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
The following table sets forth information concerning each exercise of
stock options during fiscal 2002 by each of the named executive officers and
fiscal year-end value of unexercised options:
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Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at FY-End
FY-End (#) ($) Exercisable/
Shares Acquired on Exercisable/ Unexercisable
Name Exercise Value Realized Unexercisable
(#) ($) (e)
(a) (b) (c) (d) (1)
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Kenneth S. Schneider 0 0 45,000/160,000 (2) 0/0
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Michael Breneisen 0 0 50,000/160,000 (2) 0/0
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2
(1) Calculation based upon the closing price of the Company's common stock
($0.41 per share) as reported by Nasdaq Trading and Market Services on
December 31, 2002.
(2) 60,000 option shares vest June 30, 2004, and the remaining 100,000 option
shares vest January 1, 2005; subject, however, to accelerate if certain
targets are met.
Long-Term Incentive Plans - Awards in Last Fiscal Year
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Estimated Future Payouts Under
Non-Stock Price-Based Plans
---------------------------------------
Number of Performance or
Shares, Other Period
Units or Until
Other Maturation Threshold Target Maximum
Name Rights (#) Or Payout ($) ($) ($)
(a) (b) (c) (d) (e) (f)
- ----------------------------------------------------------------------------------------------
Kenneth S. Schneider 0 April 16, 2010 26,667(1) 26,667(1) 26,667(1)
- ----------------------------------------------------------------------------------------------
Michael Breneisen 0 N/A 0 0 0
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(1) In 1990, the Company entered into a deferred compensation agreement with
Kenneth S. Schneider, pursuant to which he will receive a defined amount,
approximately 30% of his 1990 base salary, each year for a period of 10
years after reaching age 65. The deferred compensation plan is funded
through life insurance and is being provided for currently. The expense
charged to operations in 2002 for such future obligations was $4,080.
Compensation of Directors
The outside directors do not receive a per-meeting fee, but do receive
reimbursement of expenses for attending each meeting and are eligible to receive
stock options.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
During 2000, the Company renewed, for an additional three-year term, the
employment agreement with Kenneth S. Schneider. The employment agreement
provides that Dr. Schneider would receive a minimum salary of $151,259 per
annum. During the employment period, Dr. Schneider is entitled upon termination
or expiration of the agreement under certain circumstances (including a change
of control) to certain severance benefits. In order to help the Company meet the
challenges of cost reduction during the current worldwide economic downturn Dr.
Schneider took a voluntary, temporary, reduction in his salary beginning in
February 2002.
During 2001, the Company renewed, for an additional three-year term, the
employment agreement with Michael Breneisen. The employment agreement provides
that Mr. Breneisen would receive a minimum salary of $100,000 per annum. During
the employment period, Mr. Breneisen is entitled upon termination or expiration
of the agreement under certain circumstances (including a change of control) to
certain severance benefits. In order to help the Company meet the challenges of
cost reduction during the current worldwide economic downturn Mr. Breneisen took
a voluntary, temporary, reduction in his salary beginning in February 2002.
Report on Repricing of Options/SARs
None.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans.
3
The following table provides equity compensation plan information as of
December 31, 2002 with respect to compensation plans under which the Company's
equity securities are authorized for issuance:
Equity Compensation Plan Information
- --------------------------------------------------------------------------------------------------------------------------------
Number of securities remaining
Number of securities to be available for future issuance under
issued upon exercise of Weighted-average exercise equity compensation plans
outstanding options, warrants price of outstanding options, (excluding securities reflected in
and rights warrants and rights column (a))
(a) (b) (c)
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Equity compensation plans 616,250 $1.04 485,000
approved by security
holders (1)
- --------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans N/A N/A N/A
not approved by security
holders
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Total 616,250 $1.04 485,000
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(1) Includes the Company's 2001,1999,1993 and 1987 Stock Option Plans and 2001
Employee Stock Purchase Plan. The 2001 Employee Stock Purchase Plan, which
authorizes the sale and issuance of up to 400,000 shares of common stock
of the Company to employees on a discounted basis, has been temporarily
suspended by the Board of Directors. It is anticipated that this program
will be re-instituted during fiscal year 2004.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of December 31, 2002 information
concerning (i) the shares held by each person or group known to own beneficially
more than 5% of the outstanding shares of common stock, (ii) shares owned by the
Chief Executive Officer and (iii) shares owned by all executive officers and
directors as a group.
4
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(1) (2) (3) (4)
Title of Class Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Owner Class
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Common Kenneth S. Schneider
270 Pulaski Road
Greenlawn, NY 11740 328,037(1) 23.0%
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Common Michael Breneisen
270 Pulaski Road
Greenlawn, NY 11740 81,900 (2) 5.7%
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Common Jamil Sopher
270 Pulaski Road
Greenlawn, NY 11740 63,980 (3) 4.5%
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Common Jonathan D. Casher
270 Pulaski Road
Greenlawn, NY 11740 25,750 (4) 1.8%
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All executive officers and
directors
As a group (4 in number) 499,667 35%
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(1) Includes 45,000 shares issuable upon exercise of stock options granted
under the Company's 1999 Stock Option Plan. Does not include 160,000
shares issuable upon exercise of stock options under the 1999 Plan. Of
such options 60,000 option shares vest June 30, 2004, and the remaining
100,000 option shares vest January 1, 2005; subject, however, to
acceleration if certain targets are met.
(2) Includes 5,000 shares issuable upon exercise of stock options granted
under the Company's 1987 Stock Option Plan. Includes 45,000 shares
issuable upon exercise of stock options granted under the Company's 1999
Stock Option Plan. Does not include 160,000 shares issuable upon exercise
of stock options under the 1999 Plan. Of such options 60,000 option shares
vest June 30, 2004, and the remaining 100,000 option shares vest January
1, 2005; subject, however, to acceleration if certain targets are met.
(3) Includes 20,000 shares issuable upon exercise of stock options granted
under the Company's 1993 Stock Option Plan. Includes 34,750 shares
issuable upon exercise of stock options granted under the Company's 1999
Stock Option Plan.
(4) Includes 1,000 shares issuable upon exercise of stock options granted
under the Company's 1993 Stock Option Plan. Includes 24,750 shares
issuable upon exercise of stock options granted under the Company's 1999
Stock Option Plan.
Certain Relationships and Related Transactions
None.
5
PROPOSAL 1: ELECTION OF DIRECTORS
Four directors are to be elected at the Meeting to serve until the next
annual meeting of stockholders and until their respective successors have been
elected and have qualified, or until their earlier resignation or removal. If
for some unforeseen reason one or more of the nominees is not available as a
candidate for director, the Proxies may be voted for such other candidate or
candidates as may be nominated by the Board.
Nominees for Director
All four of the nominees are currently directors of the Company. The
following table sets forth the positions and offices presently held with the
Company by each nominee, his age as of July 3, 2003 and the year in which he
became a director. Proxies not marked to the contrary will be voted in favor of
each such nominee's election. The Board recommends a vote FOR all nominees.
Positions and Offices
Presently Held with Director
Name Age the Company Since
- --------------------------------------------------------------------------------
Kenneth S. Schneider 58 Chairman of the Board of 1983
Directors, Chief Executive
Officer, Secretary and Director
Michael Breneisen 38 President, Chief Operating and 1999
Financial Officer, Treasurer and
Director
Jamil Sopher 59 Director 1996
Jonathan D. Casher 58 Director 2000
Dr. Schneider has served as Chairman of the Board and Chief Executive
Officer of the Company since January 1999. He has also served as Secretary since
March 1991. Dr. Schneider served as Vice President and Treasurer of the company
from August 1983 to January 1999. He was elected a Director on August 26, 2002
for a term of one year or until the next annual meeting of shareholders.
Mr. Breneisen has served as President and Chief Operating Officer of the
Company since January 1999 and Chief Financial Officer since January 1997. Mr.
Breneisen has also served as Treasurer since March 2000. He served as Controller
of the Company from July 1992 to January 1999 and Vice President from January
1997 to January 1999. He was elected a Director on August 26, 2002 for a term of
one year or until the next annual meeting of shareholders.
Mr. Sopher currently is an independent consultant. Mr. Sopher worked for
Unisphere Inc. from September 2000 to March 2001. Mr. Sopher worked for the
World Bank where he was employed from 1980 to 2000. Mr. Sopher received a
Bachelor of Science Degree and M. Eng. (Elect.) Degree from Cornell University
and an MBA from Harvard University. He was elected a Director on August 26, 2002
for a term of one year or until the next annual meeting of shareholders.
Mr. Jonathan D. Casher is the founder, Chairman and CEO of RECAP, Inc. and
has worked for RECAP since 1989. Mr. Casher received a Bachelor Degree in
Operations Research from Cornell University and a Masters Degree from the MIT
Sloan School of Management. He was elected a Director on August 26, 2002 for a
term of one year or until the next annual meeting of shareholders.
6
Meetings and Compensation
During the fiscal year ended December 31, 2002, the Board of Directors
held six meetings. All Directors attended all of the meetings.
The Company does not have a standing nominating committee of the Board of
Directors or a committee performing similar functions. The Board as a whole
currently performs these functions.
The Board of Directors formed a Compensation Committee in 1999 for the
purpose of recommending to the Board the compensation for corporate officers for
the ensuing year. Members of the Compensation Committee are Mr. Sopher and Mr.
Casher. The full Board of Directors reviews the Committee's recommendations
regarding executive compensation. The Compensation Committee did not meet during
2002. No fee is paid to Compensation Committee members.
The Board of Directors formed an Audit Committee in 2001 to meet and
review with the Company's independent auditors the plan, scope and results of
its audits. Members of the Audit Committee are Mr. Sopher, Mr. Casher and Dr.
Schneider. There were three meetings of the Audit Committee during the fiscal
year ended December 31, 2002. No fee is paid to such committee members.
Audit Committee
Audit Committee members, Messrs. Casher and Sopher, are "independent" for
purposes of Rule 4200(a)(14) of The National Association of Securities Dealers'
("NASD") listing standards. That is, the Company's Board of Directors has
determined that neither of them has a relationship with the Company that might
interfere with their independence from the Company and its management. For
purposes of NASD Rule 4200(a)(14), Dr. Schneider's service as a member of the
Audit Committee is not considered "independent" given that Dr. Schneider is
employed by and serves as a director of the Company.
Audit Committee Report
The Audit Committee of the Board of Directors is comprised of three
directors: Mr. Sopher, Dr. Schneider and Mr. Casher.
The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities by reviewing the Company's consolidated financial
reports, its internal financial and accounting controls, and its auditing,
accounting and financial reporting processes generally. In 2001, the Board of
Directors approved and adopted a written Audit Committee Charter.
In discharging its oversight responsibilities regarding the audit process,
the Audit Committee reviewed and discussed the audited consolidated financial
statements of the Company as of and for the year ended December 31, 2002, with
Company management and Holtz Rubenstein & Co., LLP ("Holtz"), the independent
auditors. The Audit Committee received the written disclosures and the letter
from Holtz required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, discussed with Holtz any relationships that
might impair that firm's independence from management and the Company, and
satisfied itself as to the auditors' independence. The Audit Committee reviewed
and discussed with Holtz all communications required by generally accepted
auditing standards, including Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board of Directors that the Company's audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002 for filing with the Securities and Exchange
Commission.
/s/ Mr. Sopher
/s/ Mr. Casher
/s/ Dr. Schneider
7
The foregoing Audit Committee Report shall not be deemed "filed" with the
Securities and Exchange Commission or subject to the liabilities of Section 18
of the Securities Exchange Act of 1934.
Independent Accountants
At the recommendation of the Company's Audit Committee, on July 16, 2002,
the Company's Board of Directors terminated the engagement of Grant Thornton LLP
as the Company's independent public accountants and engaged Holtz Rubenstein &
Co., LLP to serve as the Company's independent public accountants for its fiscal
year ending December 31, 2002. The decision to change independent public
accountants was made by the Company's Board of Directors on July 15, 2002.
The report of Grant Thornton LLP for the Company's fiscal year ended
December 31, 2000 and December 31, 2001 does not contain an adverse opinion or a
disclaimer of opinion, or a qualification or modification as to uncertainty,
audit scope or Grant Thornton LLP Holtz Rubenstein & Co., LLP accounting
principles. In connection with the audit for the Company's fiscal years ended
December 31, 2000 and December 31, 2001 and subsequent interim period, there
were no disagreements with Grant Thornton LLP on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to Grant Thornton's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report.
The report of Holtz Rubenstein & Co., LLP for the Company's fiscal year
ended December 31, 2002 does not contain an adverse opinion or a disclaimer of
opinion, or a qualification or modification as to uncertainty, audit scope or
accounting principles. In connection with the audit for the Company's fiscal
year ended December 31, 2002 subsequent interim period, there were no
disagreements with Holtz Rubenstein & Co., LLP on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to Holtz Rubenstein 's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report.
A representative from Holtz Rubenstein & Co., LLP is expected to attend
the annual meeting and to have the opportunity to make a statement at the
meeting if he or she desires to do so, and to be available to respond to
appropriate questions that may be raised at the meeting. Grant Thornton LLP will
not be represented at the meeting.
Principal Accounting Firm Fees
The following table sets forth the aggregate fees, including out-of-pocket
expenses, billed to the Company for the fiscal year ended December 31, 2002 by
the Company's principal accountants, Grant Thornton LLP and Holtz Rubenstein &
Co., LLP.
- --------------------------------------------------------------------------------
Grant Thornton LLP Holtz Rubenstein & Co., LLP
- --------------------------------------------------------------------------------
Annual Audit Fees None $37,500
- --------------------------------------------------------------------------------
Review of Quarterly Reports $3,000 4,000
- --------------------------------------------------------------------------------
All Other Fees:
Tax Services None 8,000(a)
- --------------------------------------------------------------------------------
Other Fees 8,225(a) None
- --------------------------------------------------------------------------------
Total $11,225 $49,500
- --------------------------------------------------------------------------------
(a) The Audit Committee has considered whether the provision of these services
is compatible with maintaining the principal accountants' independence.
8
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Securities Exchange Act of 1934, as amended ("Section
16"), requires that reports of beneficial ownership of Common Shares and changes
in such ownership be filed with the Securities and Exchange Commission (the
"SEC") by Section 16 "reporting persons," including directors, certain officers,
holders of more than 10% of the outstanding Common Shares and certain trusts of
which reporting persons are trustees. The Company is required to disclose in
this Proxy Statement each reporting person whom it knows to have failed to file
any required reports under Section 16 on a timely basis during the fiscal year
ended December 31, 2002. To the Company's knowledge, based solely on a review of
copies of Forms 4 and 5 furnished to it and written representations that no
other reports were required, during the fiscal year ended December 31, 2002, the
Company's officers, directors and 10% stockholders complied with all Section
16(a) filing requirements applicable to them, except that each of Kenneth
Schneider, Michael Breneisen and Jonathan Casher inadvertently failed to timely
file Forms 5 in respect of a transaction involving the Company's common stock
effected during 2000. These reports were subsequently filed.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 2004
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
SEC, promulgated under the Securities Exchange Act of 1934, as amended, must be
received by the Secretary of the Company at the principal executive offices of
the Company by January 27, 2004 for inclusion in the Company's Proxy Statement
and form of Proxy relating to such meeting.
OTHER BUSINESS
While the accompanying Notice of Annual Meeting of Stockholders provides
for the transaction of such other business as may properly come before the
Meeting, the Company has no knowledge of any matters to be presented at the
Meeting other than the election of directors in the notice. However, the
enclosed Proxy gives discretionary authority in the event that any other matters
should be presented.
FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002, as filed with the Securities and Exchange Commission
(excluding exhibits), has been furnished with this Proxy Statement to each
stockholder entitled to vote at the meeting.
By Order of the Board of Directors
Kenneth S. Schneider, Ph.D
Chairman of the Board and
Chief Executive Officer
Greenlawn, New York
July 14, 2003