<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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 Section 240.14a-11(c) or Section 240.14a-12
WORLD OF SCIENCE, 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
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
WORLD OF SCIENCE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 9, 1998
Dear Stockholder:
On behalf of the Board of Directors, I invite you to attend the Annual
Meeting of Stockholders of World of Science, Inc., a New York corporation (the
"Company"), to be held on Tuesday, June 9, 1998 at 10:00 a.m. at the Holiday Inn
Henrietta, 1111 Jefferson Road, Rochester, New York 14623, for the following
purposes:
1. To elect one (1) director to hold office until the 2001 Annual Meeting
of Stockholders and until their successor is elected and qualified.
2. To consider a proposal to ratify the appointment of KPMG Peat Marwick
LLP as the independent auditors of the Company for the fiscal year
ending January 30, 1999.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on April 20, 1998 are
entitled to notice of, and to vote at this meeting and any continuation or
adjournment thereof.
By Order of the Board of Directors
/s/ Fred H. Klaucke
Fred H. Klaucke
President and Chief Executive Officer
Rochester, New York
May 8, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND
PROMPTLY MAIL THE ENCLOSED PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY
BE REPRESENTED AT THE MEETING.
<PAGE>
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 1998
WORLD OF SCIENCE, INC.
BUILDING FOUR
900 JEFFERSON ROAD
ROCHESTER, NEW YORK 14623
(716) 475-0100
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (sometimes referred to herein as, the "Board") of World of
Science, Inc., a New York corporation (the "Company") of proxies for use at the
Annual Meeting of Stockholders (the "Annual Meeting"), to be held on June 9,
1998, or any adjournment thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. This Proxy Statement and the
accompanying proxy are being mailed to stockholders commencing on or about May
8, 1998. The Annual Report for the fiscal year ended January 31, 1998, including
financial statements, is being mailed to stockholders concurrently with the
mailing of this Proxy Statement.
You will find a form of proxy in the envelope in which you received this Proxy
Statement. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. A stockholder giving a proxy may revoke it at any time prior to the
commencement of the Annual Meeting by: filing a written notice of revocation
with the Secretary of the Company prior to the meeting; delivering to the
Secretary of the Company a duly executed proxy bearing a later date; or
attending the Annual Meeting, filing a written notice of revocation with the
Secretary of the meeting and voting in person.
If the enclosed form of proxy is properly signed and returned to the Company in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. SIGNED PROXIES WITH
NO INSTRUCTIONS THEREON WITH RESPECT TO ANY ONE OR MORE OF THE PROPOSALS SET
FORTH IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING WILL BE VOTED (1) FOR THE
ELECTION OF THE NOMINEE AS DIRECTOR AND (2) FOR THE RATIFICATION OF THE
APPOINTMENT BY THE BOARD OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JANUARY 30, 1999. If any other matters are
properly brought before the Annual Meeting, the persons named in the
accompanying proxy will vote the shares represented by such proxy on such
matters as shall be determined by a majority of the Board of Directors.
The voting securities of the Company entitled to vote at the Annual Meeting
consist of shares of Common Stock. Only stockholders of record at the close of
business on April 20, 1998 are entitled to notice of and to vote at the Annual
Meeting. On that date, there were 5,079,955 shares of the Company's Common
Stock issued and outstanding. Each share of Common Stock is entitled to one
vote at the Annual Meeting.
A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes will be
counted as present for purposes of determining whether a quorum is present, but
will have no effect on the vote. If a quorum is present, the nominee for
director who receives the highest number of votes cast by holders of shares of
Common Stock at the Annual Meeting will be elected as a director of the Company.
In addition, the affirmative vote of the holders of a majority of the shares of
Common Stock entitled to vote who are present in person or represented by proxy
at the Annual Meeting, if a quorum is present, is required to ratify the
appointment of KPMG Peat Markwick LLP as independent auditors.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 1998 by (i) each person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each of the Company's directors,
(iii) each executive officer of the Company named in the Summary Compensation
Table, and (iv) all current directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
AMOUNT PERCENT OF
NAME OF BENEFICIAL OWNER OR GROUP OF BENEFICIAL COMMON STOCK
AND NATURE OF BENEFICIAL OWNERSHIP OWNERSHIP OUTSTANDING
- ------------------------------------------- ------------- -------------
<S> <C> <C>
Goldman Sachs & Co.(1)..................... 792,700 15.6%
85 Broad Street
New York, NY 10004
Heartland Advisors, Inc.(2)................ 582,400 11.5%
790 North Milwaukee Street
Milwaukee, WI 53202
Fred H. Klaucke(3)......................... 1,447,140 28.5%
Thomas A. James(4)......................... 211,000 4.1%
Richard B. Callen(5)....................... 36,335 *
David T. Della Penta(6).................... 2,000 *
Charles A. Callahan(7)..................... 37,000 *
Christine M. Luchi(8)...................... 36,500 *
All executive officers and directors as a
group (6 persons)(9)....................... 1,769,975 34.4%
</TABLE>
* Less than 1%
(1) According to information contained in a Schedule 13G filed by Goldman Sachs
& Co. with the Securities and Exchange Commission ("SEC") dated February
14, 1998. Goldman, Sachs & Co has shared voting power for 612,600 shares
and shared investment power for all of such shares with the Goldman Sachs
Group L.P.
(2) According to information contained in a Schedule 13G filed by Heartland
Advisors, Inc. with the SEC dated March 5, 1998. Heartland Advisors, Inc.
has shared voting and investment power for all of such shares.
(3) Includes 227,140 shares which are owned jointly with Mr. Klaucke's spouse.
(4) Includes 199,000 shares held by trusts of which Mr. James is the sole
trustee and 12,000 shares subject to currently exercisable stock options.
Mr. James's business address is: Raymond James Financial, Inc., 880 Carillon
Parkway, St. Petersburg, Florida 33716.
(5) Includes 12,000 shares subject to currently exercisable stock options and
18,335 shares held by a bank as custodian for Mr. Callen's IRA Account.
Also includes 6,000 shares held in trust by an individual trustee, as to
which Mr. Callen has reported to the Company that he is the beneficial
owner.
(6) Includes 2,000 shares subject to currently exercisable stock options.
(7) Includes 22,000 shares subject to currently exercisable stock options.
(8) Includes 22,000 shares subject to currently exercisable stock options.
(9) Includes 70,000 shares subject to currently exercisable stock options
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides that the Board of Directors
will be divided into three classes of directors, with each class to be as near
as may be one-third of the total number of directors as possible. At each
Annual Stockholders' Meeting, one class of directors is elected for a term of
three years and hold office until their successors are duly elected and
qualified or until their earlier removal or resignation. There is currently one
director in the class whose term expires in 1998, two directors in the class
whose term expires in 1999, and one director in the class whose term expires in
2000.
The Board of Directors has nominated Mr. David T. Della Penta to be elected as a
director for a term of office which will expire at the 2001 Annual Meeting of
Stockholders. The Board appointed Mr. Della Penta as a director of the Company
on October 1, 1997 to fill the vacancy on the Board created by Mr. Thomas J.
Scanlon's resignation. Mr. Della Penta stands for election by the stockholders
for the first time. The Company has no reason to believe that Mr. Della Penta
will not be available for election as a director. However, if Mr. Della Penta
fails to stand for election or is unable to accept the election, the proxies
will be voted for the election of such other person or persons as the Board of
Directors may recommend.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF DAVID T. DELLA PENTA FOR DIRECTOR
INFORMATION AS TO THE NOMINEE AND OTHER DIRECTORS.
The following table sets forth the name and other information concerning the
nominee for the election as director and current directors who will continue to
serve as directors after the Annual Meeting.
<TABLE>
<CAPTION>
DIRECTOR
Name POSITIONS WITH THE COMPANY AGE SINCE
- --------------------------------------------- ----------------------------------- --- --------
<S> <C> <C> <C>
Nominee for director whose term
expires at the 2001 Annual Meeting
David T. Della Penta......................... Director 50 1997
Continuing directors whose terms expire
at the 1999 Annual Meeting of Stockholders:
Richard B. Callen............................ Secretary, Director 55 1969
Thomas A. James.............................. Director 55 1992
Continuing directors whose terms expire
at the 2000 Annual Meeting of Stockholders:
Fred H. Klaucke.............................. Chief Executive Officer, President, 61 1969
Director and Chairman of the Board
</TABLE>
The principal occupation and additional business associations for the past five
years or more of the nominee and those continuing directors who will serve as
directors after the Annual Meeting are set forth below:
David T. Della Penta has served as a Director of the Company since 1997. Mr.
Della Penta became the President of Fisher Scientific International effective
May 1, 1998. Prior to assuming his new position, Mr. Della Penta served as
President of Nalge Nunc International, a subsidiary of Sybron International
Corporation since 1989. Mr. Della Penta also serves as a director of Sear Brown
Associates and Yellow Springs Instrument, Incorporated.
3
<PAGE>
Fred H. Klaucke is the founder of the Company and has served as Chief
Executive Officer and Chairman of the Board of Directors of the Company since
its incorporation in 1969 and as President since 1996.
Richard B. Callen has served as Secretary and a Director of the Company since
1969. Mr. Callen is a partner in the law firm of Darweesh, Callen, Lewis &
VonDohlen, which is legal counsel to the Company.
Thomas A. James has served as a Director of the Company since 1992. Since
1969, Mr. James has served as the Chairman of the Board of Directors and Chief
Executive Officer of both Raymond James & Associates, Inc., and its parent
company, Raymond James Financial, Inc.
There are no family relationships between any director, executive officer or any
person nominated or chosen by the Board of Directors to become a director or
executive officer.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES.
The Board of Directors held three meetings in 1997. During the period that each
director served as such, all of the directors attended at least 75% of the total
meetings held by the Board of Directors and by the Committees on which they
served during 1997.
COMMITTEES OF THE BOARD OF DIRECTORS.
Currently, the Board of Directors has the following standing committees:
Audit Committee. Members of the Audit Committee are Fred H. Klaucke, Thomas A.
James and David T. Della Penta. The purpose of the Audit Committee is to review
the results of operations of the Company with officers of the Company who are
responsible for accounting matters and, from time to time, with the Company's
independent auditors. The Audit Committee did not meet in 1997.
Compensation Committee. Members of the Compensation Committee are Richard B.
Callen and David T. Della Penta. The purpose of the Compensation Committee is to
make recommendations concerning annual compensation arrangements for the
Company's executive officers and to review annual compensation arrangements for
all other officers and key employees. The Compensation Committee was established
in late 1997 and did not meet during fiscal 1997.
COMPENSATION OF DIRECTORS.
Effective December 10, 1997, non-employee directors of the Company receive a fee
of $1,500 per Board meeting attended, and are reimbursed for expenses incurred
in attending each Board meeting.
Also effective December 10, 1997, the Company provides each non-employee
director an option for 2,000 shares of the Company's Common Stock pursuant to
the Company's 1993 Employee Stock Option Plan for each year they serve as a
director of the Company. As a result, Mr. Callen, Mr. Della Penta and Mr. James
were each granted options for 2,000 shares of Common Stock on December 10, 1997
at an option price of $4.75 per share.
4
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
comprised of non-employee directors of the Board. No member of the Committee is
a former or current employee of the Company.
The Committee is responsible for setting and administering the policies
governing annual compensation of executive officers and key employees, including
base salary, the annual bonus plan and the Company's stock option plans. In
addition, the Committee is responsible for reviewing compensation levels of
executive officers and key employees and for evaluating their performance and
related matters.
Overview and Policies for Fiscal Year 1997
The principal objectives of the Company's compensation program are to attract
and retain qualified executives and to provide incentives to enhance the
profitability and growth of the Company and thus enhance stockholder value.
In 1997, compensation for the Company's executive officers consisted primarily
of base salary, potential cash bonuses based upon the Company's performance for
the year and long-term equity incentives.
Components of Executive Compensation
BASE SALARY. Base salaries for the Company's executive officers will be
reviewed annually by the Committee, generally at the beginning of the year. The
Committee will consider each executive officer's level of responsibility, job
description, and job complexity and will compare the salaries of individuals in
the marketplace in similarly situated positions with similar functions and
responsibilities to the Company's executive officers. Executive officers'
salaries have been set at a level that, when combined with the annual cash
bonus, is at or above the average rates paid by competitors to enable the
Company to attract, motivate, reward and retain highly skilled executives. The
Committee believes that these rates are necessary to retain key employees.
Annual salary adjustments are determined based upon the Company's performance,
each executive officer's contribution to that performance, and the job
performance of each executive officer. The Committee will review the job
performance of each executive officer and make salary recommendations to the
Board of Directors.
ANNUAL BONUS. The Committee believes that a significant portion of the annual
compensation of each executive officer should be contingent upon the performance
of the Company, as well as the individual contribution of each officer.
The Company has implemented an annual bonus plan, which provides executive
officers and other employees the opportunity to earn annual incentive cash
bonuses. The purpose of the bonus plan is to attract, retain, motivate and
reward employees by directly linking the amount of any cash bonus to specific
financial goals of the Company. To this end, specific financial measurements
are defined each year for the executive officers and bonus payout levels are
established annually for executive officers to reflect the Company's objectives.
These goals and the potential amounts of bonuses will be reviewed and approved
by the Committee at the beginning of each fiscal year. In fiscal 1997, the
Company did not meet the minimum payout levels. As a result, the Chief
Executive Officer and other executive officers did not receive any bonuses for
fiscal 1997.
5
<PAGE>
EQUITY INCENTIVES. The Committee also believes that employee equity ownership
is highly motivating, providing a major incentive to employees in building
stockholder value, and serving to align the interests of employees with
stockholders. In determining the amount of equity compensation to be awarded to
executive officers in any fiscal year, the Committee will consider the current
stock ownership of the officer and the number of shares which continue to be
subject to vesting under outstanding options. In addition, the Committee will
compare the stock ownership and options held by each executive officer with the
other officers' equity positions, taking into account the number of years each
executive officer has been employed by the Company, the level of responsibility,
the expected future value to the Company, and the attainment of individual
objectives. Based upon these criteria, options were granted on December 10, 1997
to each of Mr. Charles Callahan and Ms. Christine Luchi to purchase 10,000
shares of the Company's Common Stock pursuant to the Company's 1993 Employee
Stock Option Plan.
Chief Executive Officer Compensation
Mr. Klaucke has been the Company's Chief Executive Officer since its
incorporation in 1969. Mr. Klaucke's 1997 base salary was established in
accordance with the guidelines applicable to all executive officers as noted
above. In fiscal 1997, Mr. Klaucke was eligible to receive a bonus of up to
$75,000 based on the Company's achievement of specific corporate financial
goals. In fiscal 1997, the Company did not meet the minimum payout levels and
Mr. Klaucke did not receive a bonus for fiscal 1997.
Deductibility of Executive Compensation
The Company has reviewed recent amendments to the Internal Revenue Code of 1986,
as amended (the "Code"), and related regulations of the Internal Revenue Service
that restrict deductibility of executive compensation paid to the five most
highly compensated executive officers if such compensation exceeds $1,000,000
for any such individual during any fiscal year and does not qualify for an
exception under the statute or proposed regulations. The Company does not
believe that other components of the Company's compensation will be likely to
exceed $1,000,000 annually for any executive officer in the foreseeable future
and, therefore, concluded that no further action with respect to qualifying such
compensation for deductibility was necessary at this time. In the future, the
Committee will evaluate the advisability of qualifying its executive
compensation for deductibility of such compensation. The Company's policy is to
qualify its executive compensation for deductibility under applicable tax laws
as practicable.
THE COMPENSATION COMMITTEE
Richard B. Callen
David T. Della Penta
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee, Messrs. Callen and Della
Penta, are non-employee directors of the Company. Mr. Callen also serves as the
Secretary of the Company. The Company in the normal course of business has
retained the law firm of Darweesh, Callen, Lewis & VonDohlen, of which Mr.
Callen is a partner, for legal services and expects to do so during the current
year. The Company believes that the legal services provided by Darweesh,
Callen, Lewis & VonDohlen are on terms no less favorable than if such services
were provided by unrelated parties.
EMPLOYMENT AGREEMENT WITH FRED H. KLAUCKE
The Company has entered into an Employment Agreement with Fred Klaucke pursuant
to which Mr. Klaucke serves as the Chairman of the Board of Directors and Chief
Executive Officer of the Company and receives an annual base salary of $175,000.
Mr. Klaucke is also entitled to an annual cash bonus of up to $75,000. The
amount of the bonus is determined based upon the Company's operating profit as
compared with its budget projections. The Agreement also provides that, in the
event Mr. Klaucke's
6
<PAGE>
employment is terminated by him for "good reason" or in the event of a "change
in control" of the Company, Mr. Klaucke shall be paid: (i) his full base salary
through the date of termination plus any current bonus entitlements; (ii) a lump
sum payment equal to the greater of $250,000 or the amount of salary that would
have been paid to Mr. Klaucke from the date of termination to the end of the
term of the Agreement; and (iii) in lieu of shares of Common Stock issuable upon
the exercise of stock options exercisable on the date of such termination or
change in control, the difference in cash between the closing price of a share
of Common Stock as reported on any organized stock exchange on such date and the
per share exercise price of each option to buy a share of Common Stock held by
Mr. Klaucke on such date. In addition, under the Employment Agreement, the
termination of Mr. Klaucke's employment by him for good reason or the occurrence
of a change of control entitles Mr. Klaucke to continued participation in
certain benefits plans and the payment of any legal fees and expenses incurred
by Mr. Klaucke in enforcing his rights under the Agreement or disputing any
termination or change of control. A change in control is generally defined to
include the acquisition by a person or entity, or persons or entities acting as
a group, of beneficial ownership of 25% or more of the outstanding shares of the
Company, certain changes in the majority membership of the Board of Directors,
and sales of all or substantially all of the assets of the Company. Termination
by Mr. Klaucke of his employment for good reason is generally defined to include
his removal as an officer of the Company, the assignment of duties inconsistent
with his position, a reduction in his base salary, relocation outside the
Rochester area, and the failure by the Company to obtain assumption of the
Agreement by any successor in interest to the Company. The present term of the
Agreement expires on January 31, 2000 and the Agreement automatically renews for
additional two year terms, unless terminated by either party on 60 days notice
prior to the expiration of any renewal term.
EXECUTIVE COMPENSATION SUMMARY TABLE
The following table sets forth information concerning total compensation earned
or paid to the Chief Executive Officer and the two other most highly compensated
executive officers of the Company who served in such capacities as of January
31, 1998 (the "named executive officers") for services rendered to the Company
during fiscal year 1996 and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION
COMPENSATION (1) AWARDS
---------------- -------------
SECURITIES
SALARY BONUS UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR ($) ($)(2) OPTIONS/SAR'S
- ------------------------------------------------------- ----------- ------- ------ -------------
<S> <C> <C> <C> <C>
Fred H. Klaucke........................................ 1997 175,000 -- --
Chairman of the Board of Directors, President and 1996 178,365 75,000 --
Chief Executive Officer
Charles A. Callahan.................................... 1997 90,000 -- 10,000
Vice President of Finance, Chief Financial Officer 1996 90,193 27,058 25,000
and Assistant Secretary
Christine M. Luchi..................................... 1997 81,000 -- 10,000
Vice President of Operations 1996 77,270 23,181 25,000
</TABLE>
______
(1) No named executive officer received other annual compensation in excess of
the lesser of $50,000 or 10% of his or her salary and bonus.
(2) Amounts in this column include bonuses earned under an employment
agreement, in the case of Mr. Klaucke, and discretionary performance-based
bonuses in the case of the other named executive officers.
7
<PAGE>
OPTION GRANTS FOR FISCAL 1997
The table below sets forth the following information with respect to option
grants to the named executive officers during fiscal 1997 and the potential
realizable value of such option grants:
. the number of shares of Common Stock underlying the options granted during
the year;
. the percentage that such options represent of all options granted to
employees during the year;
. the exercise price;
. the expiration date; and
. the "potential realizable value" of the options under the option pricing
model discussed below.
The "potential realizable value" of the options has been calculated below using
an option pricing model permitted by the rules of the Securities and Exchange
Commission, based upon a set of assumptions set forth in the footnote to the
table. It should be noted that this model is only one method of valuing
options, and the Company's use of the model should not be interpreted as an
endorsement of its accuracy. The actual gains, if any, on the stock option
exercises will depend on the future performance of the Common Stock, the option
holder's continued employment with the Company through the option period and the
date on which the options are exercised.
OPTION GRANTS IN 1997 FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF % OF VALUE AT ASSUMED
SECURITIES TOTAL OPTIONS ANNUAL RATES OF
UNDERLYING GRANTED TO EXERCISE STOCK:
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRICE APPRECIATION FOR
NAME GRANTED FISCAL YEAR ($/SHARE) DATE OPTION TERM (4)
- ---- ------- ----------- --------- ---- ---------------
(#)(1) (2) (3) 5% 10%
------ --- --- -- ---
<S> <C> <C> <C> <C> <C> <C>
Fred H. Klaucke...... 0 -- -- --
Charles A. Callahan.. 10,000 45.5% $4.75 12/10/07 $29,872 $75,703
Christine M. Luchi... 10,000 45.5% $4.75 12/10/07 $29,872 $75,703
</TABLE>
(1) Options granted are exercisable at the rate of 20% upon date of grant and
an additional 20% on each anniversary date thereafter.
(2) Based on an aggregate of 22,000 shares subject to options granted to
employees of the Company in fiscal 1997.
(3) The exercise price per share of the options granted was equal to the fair
market value on the date of grant.
(4) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date, and are not intended to forecast possible future
appreciation, if any, in the price of the Company's Common Stock. The gains
shown are net of the option exercise price, but do not include deductions
for federal or state income taxes or other expenses associated with the
exercise of the options or the sale of the underlying shares.
8
<PAGE>
The table below sets forth the following information with respect to option
exercises during fiscal 1997 by each of the named executive officers and the
status of their options at January 31, 1998:
. the number of shares of Common Stock acquired upon exercise of options
during fiscal 1997
. the aggregate dollar value realized upon the exercise of such options;
. the total number of exercisable and non-exercisable stock options held at
January 31, 1998; and
. the aggregate dollar value of in-the-money exercisable options at January
31, 1998.
AGGREGATED OPTION EXERCISE IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- -------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fred H. Klaucke...... 15,000 $59,831 0 0 0 0
Charles A. Callahan.. -- -- 22,000 23,000 $22,810 0
Christine M. Luchi... -- -- 22,000 23,000 $22,810 0
</TABLE>
(1) Based on the value of $2.281 per share which was the closing price on the
Company's Common Stock on January 31, 1998. The value shown is for all
outstanding in-the-money options regardless of vesting restrictions.
9
<PAGE>
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the cumulative total return on the
Company's Common Stock with the cumulative total return of the CRSP Total Return
Index for The Nasdaq Stock Market (U.S. Companies) ("Nasdaq Market Index.") and
the CRSP Total Return Industry Index for Nasdaq Retail Trade Stocks ("Retail
Index.") for the period commencing on July 8,1997 (the date on which the
Company's Common Stock commenced trading), and ending on January 31,1998.
COMPARISON OF CUMULATIVE TOTAL RETURN FROM JULY 8, 1997(1) THROUGH JANUARY 31,
1998(2)
[PERFORMANCE GRAPH APPEARS HERE]
7/8/97 1/31/98
------ -------
World of Science, Inc $100.00 $ 38.00
Nasdaq Stock Market -US $100.00 $110.00
Nasdaq Retail Trade $100.00 $121.00
(1) For purpose of this presentation, the Company has assumed that its initial
offering price of $6.00 per share would have been the closing sales price
on July 7, 1997, the day prior to commencement of trading. The Company's
initial public offering commenced on July 8, 1997 and the Company's 1997
fiscal year ended on January 31, 1998.
(2) Assumes that $100.00 was invested on July 7, 1997 in the Company's Common
Stock at the Company's initial offering price of $6.00 per share and at the
closing sales price for each index on that date and that all dividends were
reinvested. No cash dividends have been declared on the Company's Common
Stock. Stockholder returns over the indicated period should not be
considered indicative of future stockholder returns.
10
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such persons.
Based solely on the Company's review of such forms furnished to the Company and
written representations from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors and more than 10% stockholders were satisfied.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP to continue as
independent auditors for the Company for the fiscal year ending January 30,
1999. KPMG Peat Marwick LLP has acted in such capacity since its appointment as
independent auditors for the Company for the Company's fiscal year ended January
31, 1990. Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting, will be given the opportunity to make a statement if the
representatives desire to do so, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Stockholders interested in presenting a proposal for consideration at the
Company's annual meeting of stockholders in 1999 may do so by following the
procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934
and the Company's bylaws. To be eligible for inclusion, stockholder proposals
must be received by the Company's Corporate Secretary no later than January 8,
1999.
OTHER MATTERS
The cost of solicitation of proxies by the Company will be borne by the Company.
In addition to the solicitation of proxies by mail, the Company, through its
directors, officers and regular employees, may also solicit proxies personally
or by telephone, telegraph or fax. The Company will request persons, firms and
corporations holding shares of Common Stock in their names or in the names of
their nominees, which are beneficially owned by others, to send proxy material
to and obtain proxies from such beneficial owners and will reimburse such
holders for their reasonable expenses in doing so.
As of this date, the Board of Directors does not know of any business to be
brought before the meeting other than as specified above. However, if any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote in such manner as may be determined by a
majority of the Board of Directors.
11
<PAGE>
Copies of the 1997 Annual Report of the Company are included in this mailing to
stockholders and additional copies may be obtained from the Assistant Secretary
of the Company, 900 Jefferson Road, Building Four, Rochester, New York 14623.
By Order of the Board of Directors
/s/ Richard B. Callen
Richard B. Callen
Secretary
Dated: May 8, 1998
A COPY OF THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR ITS MOST RECENT
FISCAL YEAR, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED UPON REQUEST AND WITHOUT CHARGE TO BENEFICIAL HOLDERS OF THE COMMON
STOCK OF THE COMPANY. WRITTEN REQUESTS SHOULD BE DIRECTED TO: ASSISTANT
SECRETARY, WORLD OF SCIENCE, INC., 900 JEFFERSON ROAD, BUILDING FOUR, ROCHESTER,
NEW YORK 14623. TELEPHONE INQUIRIES SHOULD BE DIRECTED TO (716) 475-0100.
12
<PAGE>
- --------------------------------------------------------------------------------
REVOCABLE PROXY
WORLD OF SCIENCE, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS - JUNE 9, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undesigned holder of common stock of World Science, Inc. hereby
appoints Fred H. Klaucke and Richard B. Callen, and each of them his/her
attorneys, agents and proxies, to represent the undersigned and to vote and act
upon the shares of common stock standing in the name of the undersigned, which
he/she would be entitled to vote if personally present, as specified herein, at
the Annual Meeting of Stockholders to be held on June 9, 1998 at 10:00 a.m., or
at any adjournment thereof, with full power of substitution and revocation.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" ITEMS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN, ON REVERSE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please sign the Proxy exactly as your name(s) appear(s) on the reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
(TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
WORLD OF SCIENCE, INC.
DEAR STOCKHOLDERS,
PLEASE TAKE NOTE OF THE IMPORTANT INFORMATION ENCLOSED WITH THIS PROXY CARD.
THERE ARE A NUMBER OF MATTERS RELATED TO THE MANAGEMENT AND OPERATION OF YOUR
COMPANY THAT REQUIRE YOUR IMMEDIATE ATTENTION. THESE MATTERS ARE DISCUSSED IN
DETAIL IN THE ENCLOSED PROXY MATERIALS.
YOUR VOTE COUNTS, AND YOU ARE STRONGLY ENCOURAGED TO EXERCISE YOUR RIGHT TO VOTE
YOUR SHARES.
PLEASE MARK THE BOXES ON THIS PROXY CARD TO INDICATE HOW YOUR SHARES WILL BE
VOTED. THEN SIGN THE CARD, DETACH IT AND RETURN YOUR PROXY VOTE IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
YOUR VOTE MUST BE RECEIVED PRIOR TO THE ANNUAL MEETING OF STOCKHOLDERS, JUNE
9, 1998.
THANK YOU IN ADVANCE FOR YOUR PROMPT CONSIDERATION OF THESE MATTERS.
SINCERELY,
WORLD OF SCIENCE, INC.
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -
- --------------------------------------------------------------------------------
A [X]Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMEND
A VOTE "FOR" ITEMS 1 AND 2
WITHHOLD
AUTHORITY
FOR the to vote for
nominee listed the nominee
1. ELECTION [_] [_] NOMINEE: David T. Della Penta
OF
DIRECTOR
FOR AGAINST ABSTAIN
2. APPOINTMENT OF KPMG PEAT [_] [_] [_]
MARWICK LLP AS INDEPENDENT
AUDITORS
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
MARK BOX AT RIGHT IF YOU PLAN TO ATTEND THE MEETING IN PERSON. [_]
MARK BOX AT RIGHT IF AN ADDRESS CHANGE OR COMMENT HAS BEEN
NOTED ON THE REVERSE SIDE OF THIS CARD. [_]
Stockholder sign here_________________ Co-owner sign here_______________
Date__________________________
NOTE: Please be sure to sign and date this Proxy.
