UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------
To Be Held May 15, 1996
-----------------------
To the Stockholders of
UNITED-GUARDIAN, INC.:
You are hereby notified that the annual meeting of the stockholders
of UNITED-GUARDIAN, INC., a Delaware corporation (the "Company"), will be
held at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville, NY
11747 on Wednesday, May 15, 1996 at 10:00 A.M. local time, for the
following purposes:
1. To elect nine (9) directors to serve until the next annual
meeting of the stockholders and until their respective
successors are elected and qualified;
2. To ratify the selection by the Company of Arthur Andersen
LLP, independent certified public accountants, to audit the
financial statements of the Company for the fiscal year
ending December 31, 1996; and
3. To transact such other matters as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 29,
1996 are entitled to notice of and to vote at the meeting.
By order of the Board of Directors
Robert S. Rubinger, Secretary
Dated: April 19, 1996
RETURN OF PROXIES
A Proxy and Business Reply Envelope are enclosed for
your use if you do not plan to attend the Annual
Meeting in person. We urge each stockholder who is
unable to attend the Annual Meeting to vote promptly
by signing and returning his or her proxy,
regardless of the number of shares held.
<PAGE>
UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788
(516) 273-0900
Proxy Statement
The enclosed proxy is solicited by the Board of Directors of
UNITED-GUARDIAN, INC. (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 A.M., local time,
on Wednesday, May 15, 1996, at the Huntington Hilton Hotel, 598 Broad
Hollow Road, Melville, NY 11747, and at any adjournments thereof. A proxy
granted hereunder is revocable at any time before it is voted by (a) a
duly executed proxy bearing a later date, (b) written notice to the
Secretary of the Company received by the Company at any time before such
proxy is voted at the Annual Meeting, or (c) revocation in person at the
Annual Meeting.
It is anticipated that the mailing of this Proxy Statement and
the accompanying Proxy to Stockholders will commence on or about April 19,
1996.
SOLICITATION OF PROXIES
The persons named as proxies are Dr. Alfred R. Globus and Kenneth
H. Globus.
All shares represented by properly executed, unrevoked proxies
received in proper form and in time for use at the Annual Meeting will be
voted in accordance with the directions specified thereon and otherwise in
accordance with the judgment of the persons designated as proxies. Any
proxy on which no direction is specified will be voted in the favor of the
nominees to the Board of Directors listed in this Proxy Statement and in
favor of the other proposals set forth in the Notice of Annual Meeting.
The cost of preparing, assembling and mailing the Notice of
Annual Meeting, Proxy Statement, proxy card and other materials enclosed,
will be borne by the Company. In addition to the solicitation of proxies
by use of the mails, officers and employees of the Company may solicit
proxies by telephone, telegram or personal interview. The Company will
request brokerage houses and other custodians, nominees and fiduciaries to
forward soliciting materials to the beneficial owners of stock held of
record by such persons, and will reimburse such persons for their expenses
in forwarding soliciting material.
OUTSTANDING SHARES AND VOTING RIGHTS
Only holders of record of the Company's Common Stock, par value
$.10 per share ("Common Stock"), at the close of business on March 29,
1996, will be entitled to notice of and to vote at the Annual Meeting. On
March 29, 1996, there were 4,762,889 shares of Common Stock issued and
outstanding. Each outstanding share of Common Stock is entitled to one
vote on all matters, which vote may be given in person or by proxy. There
are no cumulative voting rights.
The nine (9) nominees for director receiving the greatest number
of votes cast by the holders of Common Stock will be elected directors.
The affirmative vote of the holders of a majority of shares of
Common Stock eligible to vote at the Annual Meeting is necessary for the
approval of the proposal to ratify the selection by the Company of Arthur
Andersen LLP to audit the financial statements of the Company for the
fiscal year ending December 31, 1996.
PRINCIPAL STOCKHOLDERS
The following table sets forth the shares of the Company's Common
Stock owned beneficially by each person who, as of March 8, 1996, owned of
record or is known to have owned beneficially more than 5% of the
outstanding Common Stock.
Name and Address
of Beneficial Owner Amount Beneficially Owned Percentage of Class
- ------------------- ------------------------- -------------------
Dr. Alfred R. Globus 1,788,206 (1) 37.5%
26-53 210th Street
Bayside, NY 11360
Kenneth H. Globus 467,253 (2) 9.8%
19 McCulloch Dr.
Dix Hills, NY 11746
(1) Includes 14,084 shares owned by the Globus Foundation, of which Dr.
Globus is President, and 882 shares owned by the University of Science and
Theology, of which he is President and Director.
(2) Includes currently exercisable options to purchase 4,000 shares of
Common Stock.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following information is furnished with respect to ownership
of shares of Common Stock as of March 8, 1996, by each Director and by all
Directors and Officers of the Company as a group (11 persons). Ownership
of shares by the persons named below includes sole voting and investment
power held by such persons.
Name Number of Shares Percent of Class
----
Dr. Alfred R. Globus 1,788,206 (1) 37.5
Henry P. Globus 4,940 (2) *
Benjamin Wm. Mehlman 9,587 (2) *
Charles W. Castanza 5,005 (2) *
Robert S. Rubinger 5,037 (2) *
Kenneth H. Globus 467,253 (2) 9.8
Howard A. Gellis 24,000 (2)(3) *
Alan E. Katz 2,000 (2) *
Lawrence F. Maietta 2,000 (2) *
All officers and directors
as a group (11 persons) 2,313,731 (1)(2)(3) 48.3
* Less Than one percent (1%)
(1) Includes 14,084 shares owned by the Globus Foundation of which Dr.
Globus is President, and 882 shares owned by the University of
Science and Theology, of which he is President and Director.
(2) Includes currently exercisable options to purchase the number of
shares of Common Stock set forth after each person's name and all
Officers and Directors as a group: Charles W. Castanza - 4,000;
Robert S, Rubinger - 4,000; Kenneth H, Globus - 4,000; Howard A.
Gellis -2,000; Henry P. Globus - 4,000; Benjamin Wm. Mehlman - 4,000;
Lawrence F. Maietta - 2,000; Alan E. Katz - 2,000; and all Officers
and Directors as a group - 30,000.
(3) Includes 12,000 shares owned of record by a corporation which is
wholly-owned by Mr. Gellis and 10,000 shares which may be acquired
upon exercise of a currently exercisable option granted to Mr. Gellis
by Dr. Alfred R. Globus, to purchase such shares for a purchase price
of $3.00 per share. Such option expires on February 23, 1998.
NOMINEES FOR ELECTION AS DIRECTORS
Nine directors are to be elected to serve until the next Annual
Meeting of Stockholders and until their successors have been elected and
qualified. Set forth in the table below are the names of all nominees
designated by management for election as directors, all of whom are
presently directors of the Company, the principal occupation or employment
of each nominee for the past five years, his present positions with the
Company and the year he was first elected director.
Year First
Name and Position Principal Occupation During Elected a
with the Company Age the Past Five Years Director
- ---------------- --- -------------------------- ----------
Dr. Alfred R. Globus 75 From July 1988 to date, 1942
C.E.O. and Director Chairman of the Board and
C.E.O. of the Company. For
more than 5 years prior
thereto, Chairman of the Board
and President of the Company.
Henry P. Globus 73 From July 1988 to date, business 1947
Director consultant. For more than five
years prior thereto, Executive Vice
President of the Company.
Benjamin Wm. Mehlman 85 Counsel to the New York law firm 1964
Director of Wilfred T. Friedman, P.C.,
and its predecessor, Friedman and
Shaftan, P.C.
Charles W. Castanza 63 From April 1986 to date, Vice 1982
Vice President and President of the Company. For
Director more than five years prior thereto,
Operations Manager of Chemicals &
Pharmaceuticals for the Company.
Robert S. Rubinger 54 From July 1988 to date, Executive 1982
Executive Vice Vice President and Secretary of the
President, Secretary, Company. For more than five years
Treasurer and Director prior thereto, Vice President and
Secretary of the Company. Treasurer
of the Company since May 1994.
Kenneth H. Globus 44 From July 1988 to date, President 1984
President and Director and General Counsel of the Company.
For more than 5 years prior
thereto, Vice President and
General Counsel of the
Company.
Howard A. Gellis 67 Independent financial consultant. 1991
Director President of one or more private
investment companies since 1986.
Alan E. Katz 52 Partner in the law firm of 1994
Director Greenfield Stein & Senior, LLP,
New York, NY since 1984.
Lawrence F. Maietta 38 Partner in the accounting firm of 1994
Controller and Director Bonamasssa & Maietta, CPA's,
Brooklyn, NY, since October
1991. For more than 5 years
prior thereto, partner in the
accounting firm of Wilfred
Wyler & Co. Controller of the
Company since 1991.
Dr. Alfred R. Globus and Henry P. Globus are brothers. Kenneth H.
Globus is the son of Henry P. Globus and the nephew of Dr. Alfred R.
Globus. There are no other family relationships between any Director or
Officer of the Company.
<PAGE>
MEETINGS AND COMPENSATION
During the fiscal year ended December 31, 1995, the Board of
Directors held four meetings. All Directors attended all of the meetings
with the exception of Dr. Alfred R. Globus and Henry P. Globus who missed
two meetings each.
Benjamin Wm. Mehlman received a retainer in the amount of $8,000
for services as counsel to the Company during 1995.
The Board of Directors has an Audit Committee to meet and review
with the independent accounting firm of Arthur Andersen LLP the plan,
scope and results of its audits. It discusses recent developments in
financial records and reporting. The Audit Committee also reviews with the
independent accountants the adequacy of the Company's internal control
system, and reports its finding to the Board of Directors. Current members
of the Audit Committee are Messrs. Howard A. Gellis, Benjamin Wm. Mehlman,
and Alan E. Katz. There was one meeting of the Audit Committee during the
fiscal year ended December 31, 1995, which was attended by all members.
Directors received a fee of $500.00 for attending each meeting. Lawrence
F. Maietta, the Company's Controller and a Director, attends all meetings
but is not an Audit Committee member. The Board of Directors has a Stock
Option Committee which meets periodically to grant options under the 1993
Employee Incentive Stock Option Plan and the Non-Statutory Stock Option
Plan For Directors. The committee consists of two directors. No fee is
paid to such committee members. There were no Stock Option Committee
meetings during 1995. The Board does not have a Nominating or Compensation
Committee or committees performing similar functions.
MANAGEMENT REMUNERATION
Summary Compensation Table
The following table sets forth for the three years ended December
31, 1995 certain information concerning the compensation paid or accrued
to the Chief Executive Officer of the Company and the only other executive
officer of the Company whose total salary and bonus for the fiscal year
ended December 31, 1995 exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------- --------------------------------
Awards Payouts
---------------------- -------
(a) (b) (c (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options LTIP Compen-
Position Year* Salary Bonus sation Award(s) /SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alfred R. Globus, 1993 $ 45,027 -- -- 1 -- -- -- --
Chief Executive 1994 $ 46,320 -- -- 1 -- -- -- --
Officer 1995 $ 89,931 -- -- 1 -- -- -- --
Kenneth H. Globus, 1993 $127,382 -- -- 1 -- -- -- $2,547 2
President 1994 $132,915 -- -- 1 -- 2,000 -- $2,658 2
1995 $138,628 -- -- 1 -- 2,000 -- $2,772 2
</TABLE>
* Year ended on December 31 of such year.
1 The amount of personal benefits received by Alfred R. Globus and
Kenneth H. Globus for these periods did not exceed reporting
thresholds.
2 Under its 401(k) Plan for all of its employees, the Company makes a
contribution of up to 2% of each employee's weekly pay for an
employee's elective deferral of 4% of weekly pay. This amount
represents the Company's contribution for each year.
<PAGE>
Stock Options
The following table sets forth certain information with respect
to options to purchase Common Stock granted during the fiscal year ended
December 31, 1995 to the persons listed in the Summary Compensation table
above.
Number of Percent Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date
- ---- ----------- ---------- --------- ------
Alfred R. Globus 0 0 -- --
Kenneth H. Globus 0 0 -- --
The following table sets forth certain information with respect
to options to purchase Common Stock held on December 31, 1995 by the
persons listed in the Summary Compensation table above.
Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs at in-the-Money Options/
December 31, 1995 SARs at December 31, 1995
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
Alfred R. Globus 0/0 $ 0/0
Kenneth H. Globus 4,000/0 0/0
Compensation of Directors
Non-officer directors receive a fee of $500.00 for each meeting
attended. All other directors receive $250.00 for preparation for each
meeting.
APPOINTMENT OF AUDITORS
The firm of Arthur Andersen LLP, independent certified public
accountants, of Melville, N.Y., has been selected by the Board of
Directors to be the independent auditors of the Company for the fiscal
year ending December 31, 1996. The selection of such firm is subject to
ratification by the stockholders at the Annual Meeting. Arthur Andersen
LLP was selected as the independent certified public accountants for the
Company in 1991. Management believes that the firm is well qualified and
recommends a vote in favor of the ratification.
Representatives of Arthur Andersen LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate
questions.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report to Stockholders for the fiscal year ended
December 31,1995 accompanies this Proxy Statement.
STOCKHOLDER PROPOSALS
The Company anticipates that its 1997 annual meeting will be held
in May 1997. Stockholders who intend to present proposals at the Company's
1997 annual meeting of stockholders must submit their proposals to the
Secretary of the Company on or before December 31, 1996.
OTHER BUSINESS
Management of the Company knows of no business other than that
referred to in the foregoing Notice of Annual Meeting and Proxy Statement
that may come before the Annual Meeting.
By order of the Board of Directors
Robert S. Rubinger, Secretary
Dated: April 19, 1996
<PAGE>
UNITED-GUARDIAN, INC.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995, INCLUDING FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES, BUT EXCLUDING EXHIBITS, TO
EACH STOCKHOLDER WHO REQUESTS THE 10-KSB IN WRITING
ADDRESSED TO ROBERT S. RUBINGER, CORPORATE SECRETARY,
UNITED-GUARDIAN, INC., P.O. BOX 18050, HAUPPAUGE, NEW YORK
11788.
<PAGE>
UNITED-GUARDIAN, INC.
230 Marcus Blvd. - P. 0. Box 18050 - Hauppauge, NY 11788
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. Alfred R. Globus and Kenneth
H. Globus, and each of them, as proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of common stock of United-Guardian, Inc.
held of record by the undersigned on March 29,1996, at the annual meeting
of stockholders to be held on Wednesday, May 15, 1996, 10:00 a.m. local
time at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville, N.Y.
11747, or any adjournment thereof.
1. ELECTION OF DIRECTORS.
_ _
FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for |_|
(except as marked to the all nominees listed below
contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Dr. Alfred R. Globus Charles W. Castanza Howard A. Gellis
Henry P. Globus Robert S. Rubinger Alan E. Katz
Benjamin Wm. Mehlman Kenneth H. Globus Lawrence F. Maietta
2. PROPOSAL TO APPROVE THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31,1996.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
In their discretion, the proxies are authorized to vote upon matters
incident to the conduct of the meeting and upon such other business
(which the Board of Directors did not know, prior to making this
solicitation, would come before the meeting) as may properly come
before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted FOR proposals I and 2.
DATED:___________________________ 1996
______________________________________
Signature
______________________________________
Signature
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title. 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.
Please mark, sign, date and return the proxy card promptly, using the
enclosed envelope.
