<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
WORLD OF SCIENCE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 1999
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 Thursday, June 10, 1999 at 10:00 a.m. at the Holiday
Inn Henrietta, 1111 Jefferson Road, Rochester, New York 14623, for the following
purposes:
1. To elect three directors, one director for a term of two years to hold
office until the 2001 Annual Meeting of Stockholders and two directors
for a term of three years to hold office until the 2002 Annual Meeting
of Stockholders.
2. To ratify the appointment of KPMG LLP as the independent auditors of
the Company for the fiscal year ending January 29, 2000.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on April 16, 1999 are
entitled to vote at the meeting or any postponement 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 7, 1999
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
1999 ANNUAL MEETING OF STOCKHOLDERS
JUNE 10, 1999
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 10,
1999, 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
7, 1999. The Annual Report for the fiscal year ended January 30, 1999, 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 nominated directors and (2) FOR the ratification of the
appointment of KPMG LLP as independent auditors of the Company for the fiscal
year ending January 29, 2000. 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 16, 1999 are entitled to notice of and to vote at the Annual
Meeting. On that date, there were 4,761,155 shares of common stock issued and
outstanding. Each outstanding share entitles its holder to cast one vote on each
matter to be voted upon.
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.
The affirmative vote of a plurality of the votes cast at the meeting is required
for the election of directors. A properly executed proxy marked "WITHHOLD
AUTHORITY" with respect to the election of one or more directors will not be
voted with respect to the director or directors indicated, although it will be
counted for purposes of determining whether there is a quorum.
For each other item, the affirmative vote of the holders of a majority of the
shares represented in person or by proxy and entitled to vote on the item will
be required for approval. A properly executed proxy marked "ABSTAIN" with
respect to any such matter will not be voted, although it will be counted for
purposes of determining whether there is a quorum. An abstention will not have
the effect of a negative vote.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the names of those persons or groups known by the
Company to beneficially own more than 5% of the Company's common stock, and
shows the stock ownership of the Company's directors, the executive officers of
the Company named in the Summary Compensation Table below, and the directors and
executive officers of the Company as a group, in each case as of March 31, 1999.
<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)........................................................... 762,000 16.0%
85 Broad Street
New York, NY 10004
Heartland Advisors, Inc. (2)...................................................... 388,400 8.2%
790 North Milwaukee Street
Milwaukee, WI 53202
Fred H. Klaucke (3)............................................................... 1,447,140 30.4%
Thomas A. James (4)............................................................... 227,800 4.8%
Richard B. Callen (5)............................................................. 38,335 --
Patrick J. Fulford (6)............................................................ 4,500 --
Charles A. Callahan (7)........................................................... 44,000 --
Christine M. Luchi (8)............................................................ 43,500 --
All executive officers and directors as a
Group (6 persons) (9)............................................................. 1,805,275 37.2%
</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, 1999. Goldman, Sachs & Co has shared voting power for 598,000 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 February 4, 1999. Heartland Advisors,
Inc. has sole voting power for 102,400 shares and sole investment power for
all of such shares.
(3) Includes 227,140 shares which are owned jointly with Mr. Klaucke's spouse.
(4) Includes 213,800 shares held by trusts of which Mr. James is the sole
trustee and 14,000 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 14,000 shares subject to currently exercisable stock options and
8,335 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 29,000 shares subject to currently exercisable stock options.
(8) Includes 29,000 shares subject to currently exercisable stock options.
(9) Includes 88,000 shares subject to currently exercisable stock options
2
<PAGE>
PROPOSAL ONE
DIRECTORS STANDING FOR ELECTION
The Company's Board of Directors is divided into three classes, having three
year terms that expire in successive years. The term of office of two directors
expires at the 1999 annual meeting. The Board of Directors has nominated
Richard B. Callen and Thomas A. James, both of whom are currently serving as
directors in the class whose term is expiring at the 1999 annual meeting, to be
re-elected for a new term of three years and until their successors are duly
elected and qualified.
The Board of Directors also nominates Mr. Patrick J. Fulford to be elected as a
director for a term of two years and until his successor is duly elected and
qualified. The Board appointed Mr. Fulford as a director of the Company on July
1, 1998. Mr. Fulford stands for election by the stockholders for the first
time.
Each of the nominees has consented to serve as director of the Company for the
term that each is nominated. If any of them should become unavailable to serve
as a director, the Board may designate a substitute nominee. In that case, the
persons named as proxies will vote for the substitute nominee designated by the
Board.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" the election
of Mr. Patrick J. Fulford, Mr. Richard B. Callen and Mr. Thomas A. James for
Director
- --------------------------------------------------------------------------------
Information as to the Nominee and Other Directors.
The directors standing for election are:
Nominee for director whose term expires at the 2001 annual meeting:
Patrick J. Fulford Director since 1998
Mr. Fulford, 52, has served as Vice President, Finance and Customer
Administration for Xerox Corporation's United States Customer Operations
Organization since 1996. Prior to assuming his current position with Xerox, Mr.
Fulford held various positions within Xerox since 1970.
Nominees for director who term expires at the 2002 annual meeting:
Richard B. Callen Director since 1969
Mr. Callen, 56, 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 Director since 1992
Mr. James, 56, 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., since 1969. Mr. James also serves as a
Director of Heritage Family Funds, Inc.
3
<PAGE>
Directors Continuing in Office
The following director shall continue in office until the Company's annual
meeting in 2000:
Fred H. Klaucke Director since 1969
Mr. Klaucke, 62, 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.
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 1998. 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 1998.
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 Patrick J. Fulford. 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 held one meeting in 1998.
Compensation Committee. Members of the Compensation Committee are Richard B.
Callen and Patrick J. Fulford. 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 held one
meeting in 1998.
Compensation of Directors.
During the Company's fiscal year ending January 30, 1999, non-employee directors
of the Company received a fee of $1500 per Board meeting attended, and were
reimbursed for expenses incurred in attending each Board meeting.
The Company grants each non-employee director an option to purchase 2,000 shares
of the Company's common stock for each year such individual serves as a director
of the Company. The options are granted as soon as possible after the end of
the Company's fiscal year to those non-employee directors who are directors as
of the last day of the Company's fiscal year immediately before the grant. For
fiscal 1998, Messrs. Callen, Fulford and James each received 2,000 options.
Each option grant, vesting immediately and having a ten-year term, permits the
holder to purchase shares at their fair market value on the date of grant, which
was $2.25 in case of options granted for the 1998 fiscal year.
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 1998
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 1998, 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 are reviewed
annually by the Committee, generally at the beginning of the year. The
Committee considers each executive officer's level of responsibility, job
description, and job complexity and compares 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 reviews 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 1998, 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 1998.
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, no options were granted in fiscal 1998.
Chief Executive Officer Compensation
Mr. Klaucke has been the Company's Chief Executive Officer since its
incorporation in 1969. Mr. Klaucke's 1998 base salary was established in
accordance with the guidelines applicable to all executive officers as noted
above. In fiscal 1998, 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 1998, the Company did not meet the minimum payout levels and
Mr. Klaucke did not receive a bonus for fiscal 1998.
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 Committee 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 Committee's policy is
to qualify its executive compensation for deductibility under applicable tax
laws as practicable.
The Compensation Committee
Richard B. Callen
Patrick J. Fulford
Compensation Committee Interlocks and Insider Participation
The members of the Company's Compensation Committee, Messrs. Callen and Fulford,
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 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 employment is terminated by him for "good reason" or in the event of a
"change in control" of the Company, Mr. Klaucke
6
<PAGE>
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
30, 1999 (the "named executive officers") for services rendered to the Company
during each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation
Compensation (1) Awards
------------------ -------------
Securities
Salary Bonus Underlying
Name and Principle Position Fiscal Year ($) ($)(2) Options/SAR's
Name and Principle Position ----------- ------------- ------ -------------
<S> <C> <C> <C> <C>
Fred H. Klaucke............................................. 1998 175,000 -- --
Chairman of the Board of Directors, President and 1997 175,000 -- --
Chief Executive Officer 1996 178,365 75,000 --
Charles A. Callahan......................................... 1998 115,000 -- --
Vice President of Finance, Chief Financial Officer 1997 90,000 -- 10,000
and Assistant Secretary 1996 90,193 27,058 25,000
Christine M. Luchi.......................................... 1998 100,000 -- --
Vice President of Operations 1997 81,000 -- 10,000
1996 77,270 23,181 25,000
</TABLE>
_______
(1) No named executive officer received other annual compensation in excess of
the lesser of $50,000 or 10% of his or her salary and bonus.
(2) Amounts in this column include bonuses earned under an employment agreement,
in the case of Mr. Klaucke, and discretionary performance-based bonuses in
the case of the other named executive officers.
7
<PAGE>
Option Grants for Fiscal 1998
There were no stock options granted to executive officers during fiscal 1998.
The table below sets forth the following information with respect to options
held by the named executive officers and the status of their options at January
30, 1999:
. the number of shares of common stock acquired upon exercise of options
during fiscal 1998
. the aggregate dollar value realized upon the exercise of such options;
. the total number of exercisable and non-exercisable stock options held at
January 30, 1999; and
. the aggregate dollar value of in-the-money exercisable options at January
30, 1999.
Aggregated Option Exercise in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-money Options at
Acquired Fiscal Year-End (#) Fiscal Year-End ($) (1)
on Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fred H. Klaucke............... -- -- 0 0 0 0
Charles A. Callahan........... -- -- 29,000 16,000 22,500 0
Christine M. Luchi............ -- -- 29,000 16,000 22,500 0
</TABLE>
(1) Based on the value of $2.25 per share which was the closing price on the
Company's common stock on January 30, 1999. The value shown is for all
outstanding in-the-money options regardless of vesting restrictions.
8
<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 30, 1999.
Comparison of Cumulative Total Return From July 8, 1997(1) through January 30,
1999(2)
[BAR CHART APPEARS HERE]
7/8/97 1/31/98 1/30/99
World of Science $100.00 $ 38.00 $ 37.00
Nasdaq Stock Market - US $100.00 $ 111.00 $ 173.00
Nasdaq Retail Trade $100.00 $ 112.00 $ 137.00
_______
(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 1998
fiscal year ended on January 30, 1999.
(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.
9
<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 LLP to continue as independent
auditors for the Company for the fiscal year ending January 29, 2000. KPMG
LLP has acted in such capacity since its appointment as independent
auditors for the Company for the Company's fiscal year ending January 31,
1990. Representatives of KPMG 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 2000 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 in the
Company's proxy statement and proxy, stockholder proposals must be received
by the Company's Corporate Secretary no later than January 8, 2000. In
addition, the Company may use its discretion in voting proxies with respect
to stockholder proposals not included in the proxy statement for the annual
meeting of stockholders in 2000, unless the Company received notice of such
proposals on or before March 23, 2000.
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 Director 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.
10
<PAGE>
Copies of the 1998 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 7, 1999
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.
11
<PAGE>
REVOCABLE PROXY
WORLD OF SCIENCE, INC.
for Annual Meeting of Stockholders - June 10, 1999
This Proxy is solicited on behalf of the Board of Directors
The undersigned holder of common stock of World of 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 10, 1999 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 this 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 Stockholder,
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 10,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
World of Science, Inc.
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A [X] Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMEND
A VOTE "FOR" ITEMS 1 AND 2
For the
nominees
(except vote WITHHOLD
withheld from AUTHORITY
the nominees(s) to vote for
listed below) the nominees Nominees: Patrick J. Fulford
1. ELECTION (Term expires 2001)
OF [ ] [ ]
DIRECTOR
Richard B. Callen
(Term expires 2002)
Thomas A. James
(Term expires 2002)
For, except vote withheld from the following
Nominee:
- -------------------------------------------
2. APPOINTMENT OF KPMG LLP AS
INDEPENDENT AUDITOR FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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.
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