<PAGE>
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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
JUNE 8, 2000
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 at 10:00 a.m.
on June 8, 2000, 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 5, 2000. The Annual Report for the fiscal year ended January 29, 2000,
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 director and (2) FOR the ratification of the
appointment of KPMG LLP as independent auditors of the Company for the fiscal
year ending February 3, 2001. 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 14, 2000 are entitled to notice of and to vote at the Annual
Meeting. On that date, there were 4,736,105 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 the director will not be voted with
respect to the director nominee indicated, although it will be counted for
purposes of determining whether there is a quorum.
For each other item, a majority of the votes cast at the meeting, by holders of
shares of common stock entitled to vote thereon, in favor of such 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 constitute a
vote cast.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of
the Company's common stock as of March 31, 2000, by (i) all those persons or
groups known by the Company to beneficially own more than 5% of the Company's
common stock, (ii) each Company director, (iii) each executive officer of the
Company named in the Summary Compensation Table below, and (iv) all the
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>
Fred H. Klaucke (1)............................ 1,769,140 37.4%
Thomas A. James (2)............................ 229,800 4.8%
Richard B. Callen (3).......................... 40,335 *
Patrick J. Fulford (4)......................... 6,500 *
Charles A. Callahan (5)........................ 56,000 1.2%
Christine M. Luchi (6)......................... 54,500 1.1%
All executive officers and directors as a
Group (6 persons) (7).......................... 2,156,275 44.5%
</TABLE>
* Less than 1%
(1) Includes 227,140 shares which are owned jointly with Mr. Klaucke's spouse.
(2) Includes 213,800 shares held by trusts of which Mr. James is the sole
trustee and 16,000 shares subject to currently exercisable stock options.
Mr. James's business address is: Raymond James Financial, Inc., 880
Carillon Parkway, St. Petersburg, Florida 33716.
(3) Includes 16,000 shares subject to currently exercisable stock options and
8,335 shares held by 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.
(4) Includes 4,000 shares subject to currently exercisable stock options.
(5) Includes 36,000 shares subject to currently exercisable stock options.
(6) Includes 36,000 shares subject to currently exercisable stock options.
(7) Includes 108,000 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 one director
expires at the 2000 annual meeting. The Board of Directors has nominated Fred
H. Klaucke, who is currently serving as director in the class whose term is
expiring at the 2000 annual meeting, to be re-elected for a new term of three
years and until his successor is duly elected and qualified.
The nominee has consented to serve as director of the Company for the term
nominated. If he 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. Fred H. Klaucke for Director
- --------------------------------------------------------------------------------
Information as to the Nominee and Other Directors.
The director standing for election is:
Nominee for director whose term expires at the 2003 annual meeting:
Fred H. Klaucke Director since 1969
Mr. Klaucke, 63, 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.
Directors Continuing in Office
Continuing director whose term expires at the 2001 annual meeting:
Patrick J. Fulford Director since 1998
Mr. Fulford, 53, has served as Vice President, Finance and Customer
Administration for Xerox Corporation's North American Solutions Group since
1996. Prior to assuming his current position with Xerox, Mr. Fulford held
various positions within Xerox since 1970.
Continuing directors whose terms expire at the 2002 annual meeting:
Richard B. Callen Director since 1969
Mr. Callen, 57, 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, 57, 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.
There are no family relationships between any director, executive officer or any
person nominated or
3
<PAGE>
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 1999. 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 1999.
Committees of the Board of Directors.
Currently, the Board of Directors has the following standing committees:
Audit Committee. Members of the Audit Committee are Richard B. Callen,
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 1999.
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 two
meetings in 1999.
Compensation of Directors.
During the Company's fiscal year ending January 29, 2000, non-employee directors
of the Company received a fee of $1,500 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 1999, 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 $1.281 in case of options granted for the 1999 fiscal year.
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 1999
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.
4
<PAGE>
In 1999, compensation for the Company's executive officers consisted of base
salary, with a potential for 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 potential cash
bonuses, 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 makes 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 are reviewed and approved by
the Committee at the beginning of each fiscal year. In fiscal 1999, 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
1999.
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 considers 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 compares 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 1999.
Chief Executive Officer Compensation
Mr. Klaucke has been the Company's Chief Executive Officer since its
incorporation in 1969. Mr. Klaucke's 1999 base salary was established in
accordance with the guidelines applicable to all executive officers as noted
above. In fiscal 1999, 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 1999, the Company did not meet the minimum payout levels and
Mr. Klaucke did not receive a bonus for fiscal 1999.
Deductibility of Executive Compensation
5
<PAGE>
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 Agreements
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 $180,000. 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 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 two times Mr. Klaucke's average "Annual Earnings," which
means the amounts earned by Mr. Klaucke for personal services rendered to the
Company as reported on Treasury Department Forms W-2, 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, 2002 and
the agreement automatically renews for additional three year terms, unless
terminated by either party on 120 days notice prior to the expiration of any
renewal term.
6
<PAGE>
The Company also has employment agreements with Charles Callahan and Christine
Lucci. The agreements are for an indefinite term and provide for an annual base
salary in an amount equal to the executive's current base salary, which may be
changed by the Company, and participation in Company employee benefit, fringe
benefit and welfare plans and programs. The agreements also provide that, in
the event that the executive's employment is terminated by the Company, other
than for cause, or by the Executive for "good reason," within one year of a
"change of control" of the Company the Executive shall be paid: (i) his or her
full base salary through the date of termination plus any current bonus
entitlements; and (ii) a lump sum equal to twelve months of base salary. In
addition, in the event of such a termination, any outstanding stock options
previously granted to the executive immediately vest and the executive is
entitled to continued participation for twelve months in certain benefit plans
of the Company. These agreements include the same definitions of "change of
control" and "good reason" as are included in Mr. Klaucke's agreement.
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
29, 2000 (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
Fiscal Year ($) ($)(2) Options/SAR's
Name and Principle Position ----------- -------------- ----------- --------------
- ---------------------------
<S> <C> <C> <C> <C>
Fred H. Klaucke............................................. 1999 180,000 -- --
Chairman of the Board of Directors, President and 1998 175,000 -- --
Chief Executive Officer 1997 175,000 -- --
Charles A. Callahan......................................... 1999 120,000 -- --
Vice President of Finance, Chief Financial Officer 1998 115,000 -- --
and Assistant Secretary 1997 90,000 -- 10,000
Christine M. Luchi.......................................... 1999 100,000 -- --
Vice President of Operations 1998 100,000 -- --
1997 81,000 -- 10,000
</TABLE>
_______
(1) As permitted by rules established by the SEC, no amounts are shown with
respect to certain "perquisites" where such amounts do not exceed in the
aggregate of the lesser of 10% of salary plus bonus or $50,000.
(2) Amounts in this column include bonuses earned under an employment agreement,
in the case of Mr. Klaucke, and discretionary performance-based bonuses in
the case of the other named executive officers.
7
<PAGE>
Option Grants for Fiscal 1999
There were no stock options granted to executive officers during fiscal 1999.
The table below sets forth the following information with respect to options
held by the named executive officers and the status of their options at January
29, 2000:
. the number of shares of common stock acquired upon exercise of options during
fiscal 1999
. the aggregate dollar value realized upon the exercise of such options;
. the total number of exercisable and non-exercisable stock options held at
January 29, 2000; and
. the aggregate dollar value of in-the-money exercisable options at January 29,
2000.
Aggregated Option Exercise in Last Fiscal Year and Fiscal Year-End
Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-money Options at
Acquired Fiscal Year-End (#) Fiscal Year-End ($) (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........... -- -- 36,000 9,000 0 0
Christine M. Luchi............ -- -- 36,000 9,000 0 0
</TABLE>
(1) Based on the value of $1.281 per share which was the closing price on the
Company's common stock on January 29, 2000. The value shown is for all
outstanding in-the-money options regardless of vesting restrictions.
Certain Transactions
--------------------
In December 1999, the Company retained the services of Raymond James &
Associates, Inc. to act as its sole, external investment banking advisor to
assist the Company in evaluating various strategic alternatives for the
maximization of stockholders value. Thomas A. James, a Director of the Company,
is the Chairman of the Board of Directors and Chief Executive Officer of Raymond
James & Associates, Inc., and its parent company, Raymond James Financial, Inc.
The Company has paid Raymond James a non-refundable retainer fee.
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 29, 2000.
Comparison of Cumulative Total Return From July 8, 1997/(1)/ through January 29,
2000/(2)/
7/8/97 1/31/98 1/30/99 1/29/00
World of Science $100.00 $ 38.00 $ 37.00 $ 21.00
Nasdaq Stock Market - US $100.00 $ 111.00 $ 173.00 $ 270.00
Nasdaq Retail Trade $100.00 $ 112.00 $ 137.00 $ 113.00
_______
(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 1999
fiscal year ended on January 29, 2000.
(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.
--------------------------------------------------------------------
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
9
<PAGE>
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 February 3, 2001. 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.
Stockholder ratification of the selection KPMG LLP as the Company's independent
accountants is not required by the Company's Bylaws or otherwise. However, the
Board is submitting the selection of KPMG LLP to the stockholders for
ratification as a matter of good corporate practice. If the stockholders fail
to ratify the selection, the Board and the Audit Committee will reconsider
whether or not to retain that firm. Even if the selection is ratified, the
Board and the Audit Committee in their discretion may direct the appointment of
a different independent accounting firm at any time during the year if they
determine that such a change would be in the best interests of the Company and
its stockholders.
---------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" this proposal
---------------------------------------------------------------------
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Stockholders interested in submitting a proposal for inclusion in the proxy
materials for the Company's annual meeting of stockholders in 2001 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 6, 2001.
Advance Notice Procedures. Under the Company's bylaws, no business may be
brought before an annual meeting unless it is specified in the notice of the
meeting (which includes shareholder proposals that the Company is required to
include in its proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934) or is otherwise brought before the meeting by or at the
direction of the Board or by a shareholder entitled to vote at the meeting who
has delivered notice to the Secretary of the Company (containing certain
information specified in the bylaws) not less than 90 or more than 120 days
prior to the first anniversary of the date of the Company's proxy statement for
the preceding year's annual meeting. These requirements are separate from and
in addition to the SEC's requirements that a shareholder must meet in order to
have a shareholder proposal included in the Company's proxy statement. The
Company may use its discretion in voting proxies with respect to stockholder
proposals that do not meet the foregoing advanced notice procedures.
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.
No additional compensation will be paid to directors, officers or other regular
employees for such
10
<PAGE>
services. 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.
Copies of the 1999 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
Richard B. Callen
Secretary
Dated: May 5, 2000
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,
excluding exhibits, 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>
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 8,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
World of Science, Inc.
_______________________________________________________________________________
A [X] Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
WITHHOLD THE BOARD OF DIRECTORS RECOMMEND
AUTHORITY A VOTE "FOR" ITEMS 1 AND 2
<S> <C> <C> <C> <C>
1. ELECTION For the to vote for Nominee: Fred H. Klaucke 3. IN THEIR DISCRETION, THE PROXIES ARE
OF nominee listed the nominee AUTHORIZED TO VOTE UPON SUCH OTHER
DIRECTOR [_] [_] BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
2. APPOINTMENT OF KPMG LLP AS FOR AGAINST ABSTAIN
INDEPENDENT AUDITOR [_] [_] [_]
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.
</TABLE>
_______________________________________________________________________________
