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MOYCO TECHNOLOGIES, INC.
(Formerly Moyco Industries, Inc.)
200 Commerce Drive
Montgomeryville, Pennsylvania 18936
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 11, 1996
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To the Stockholders of Moyco Technologies, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of Moyco
Technologies, Inc. will be held at the offices of the Company, 200 Commerce
Drive, Montgomeryville, Pa. 18936, on Wednesday, December 11, 1996, at 1:00
p.m., Eastern Standard Time, for the following purposes:
1. Election of Five (5) directors for the ensuing year.
2. Ratification of amendment to Moyco Technologies, Inc. Key Stock
Option Plan of October 30, 1992 which was voted at Board of Directors
meeting of October 31, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record as of the close of business on November 1,
1996, will be entitled to notice of or to vote at the meeting or any
adjournment or adjournments thereof. The Company's transfer books will not be
closed.
Whether or not you intend to be present in person at the meeting, please
sign, date and promptly return the enclosed Proxy. If you attend the meeting
and vote in person, the Proxy will not be used.
By the order of the Board of
Directors
/s/ William G. Woodhead
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William Woodhead,
Secretary
Dated: November 18, 1996
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MOYCO TECHNOLOGIES, INC.
200 COMMERCE DRIVE
MONTGOMERYVILLE, PENNSYLVANIA 18936
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PROXY STATEMENT
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The accompanying Proxy is solicited by the management of Moyco
Technologies, Inc. (hereinafter called the "Company"). All shares represented
by proxies will be voted at the annual meeting of shareholders on December
11, 1996, and all adjournments thereof in the manner designated, or if no
designation is made, they will be voted for the election of the directors.
This Proxy Statement and the accompanying form of Proxy are being mailed to
the stockholders on or about November 19, 1996. Any stockholder giving a
proxy has the power to revoke it at any time before it is voted by delivery
of a written instrument of revocation to the office of the Company, 200
Commerce Drive, Montgomeryville, Pennsylvania 18936, or at the meeting
without, however, affecting any vote previously taken. The presence of a
stockholder at the meeting will not operate to revoke a proxy, but the
casting of a ballot by stockholder who is present at the meeting will revoke
a proxy as to the matter on which the ballot is cast.
The Company will bear the cost of soliciting proxies. Proxies are being
solicited by mail and, in addition, directors, officers and employees of the
Company may solicit proxies personally or by telephone or telegraph. The
Company will reimburse custodians, brokerage houses, nominees and other
fiduciaries for the cost of sending proxy material to their principals. The
Company will not use the services of a professional organization.
Only stockholders of record as of the close of business on November 1,
1996 will be entitled to vote at the meeting. Outstanding voting securities
of the Company on that date were 4,140,340 shares of common stock. Each of
the outstanding shares is entitled to one vote. The holders of stock do not
have cumulative voting rights.
Stock may be voted in person or by proxy appointed by a writing signed by
a stockholder. No proxy will be revoked by the death or incapacity of the
maker unless written notice of such death or incapacity is given to the
Company by the fiduciary having control of the shares represented by the
proxy.
The Company's annual report to the stockholders for its fiscal year ended
June 30, 1996, including audited financial statements, is being mailed to all
stockholders herewith.
PRINCIPAL STOCKHOLDERS
The only persons who owned of record, or were known by the Company to own
beneficially, on November 1, 1996, more than 5% of the Company's outstanding
Common Stock are the following:
Amount Percentage
Beneficially of
Title of Class Name and Address Owned Class
-------------- -------------------- --------------- ------------
Common Stock Marvin E. Sternberg ...... 2,922,565(1)(2) 70.58%
937 Mt. Pleasant Rd.
Bryn Mawr, PA 19010
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(1) Of these shares 2,408,355 shares are held by Marvin E. Sternberg, both of
record and beneficially; 16,900 shares are held by Susan Sternberg, wife
of Marvin E. Sternberg, both of record and beneficially; and 497,310
shares are held by Susan Sternberg and T. Allen Lipsky, as trustees of
trusts consisting of 165,770 shares each for the respective beneficial
interests of Joseph S. Sternberg, Mark E. Sternberg and Janet L.
Sternberg, children of Marvin E. Sternberg and Susan Sternberg.
(2) None of Marvin E. Sternberg, Susan Sternberg nor T. Allen Lipsky claim
any beneficial interests in the shares herein described which are not
listed herein as being held for his or her respective legal and
beneficial interest.
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ELECTION OF DIRECTORS
The persons named in the accompanying proxy intend to vote for the
following persons as directors of the Company, such persons to hold office
until the next annual meeting of the stockholders and until their successors
are duly elected and qualified:
Amount Beneficially Percent of Total
Owned at Outstanding
Name November 1, 1996 Common Shares
------------------------ ------------------- ----------------
Marvin E. Sternberg .... 2,922,565 70.58%
Jerome Lipkin .......... 126,650 3.05%
William Woodhead ....... 10,200 .24%
Irvin Paul ............. None --
Marvin Cravetz ......... None --
All Directors as a Group 3,059,415 73.88%
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(1) Including 497,310 shares held by independent trustees for the benefit of
Mr. Sternberg's children, and 16.900 shares held by Susan Sternberg, wife
of Mr. Sternberg.
Marvin E. Sternberg (age 62) is the Chairman of the Board, President and a
director of the Company. He has been an officer and director of the Company
since 1974.
Jerome Lipkin (age 63) joined the Company in 1974 as assistant to the Vice
President. He was elected Vice President in Charge of Operations in 1978, as
well as to the Board of Directors.
William Woodhead (age 59) joined the Company in January 1985 as
Controller. He was elected Secretary and a Director in December of 1985.
Dr. Irvin Paul (age 67) is engaged in the practice of dentistry with
offices in Upper Darby, Pennsylvania and has been a director of the Company
since 1975.
Dr. Marvin Cravetz D.D.S. (age 59) was engaged in the practice of
dentistry with offices in Hatboro, Pennsylvania and has been a director of
the Company since 1985.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND
THE AUDIT AND COMPENSATION COMMITTEE
Marvin E. Sternberg, Jerome Lipkin, and William Woodhead attended the only
formal board meeting held during the course of the fiscal year. Messrs. Paul
and Cravetz did not attend this meeting. There were additional informal
meetings held at least once a month attended by the above-mentioned three
directors. Neither employee nor non-employee directors of the Company are
compensated for their services as directors; however, travel expenses
incurred to attend a meeting are reimbursable. The Board of Directors has no
standing Nominating Committee.
The Board of Directors of the Company has an Audit and Compensation
Committee consisting currently of Messrs. Sternberg (Chairman), Lipkin and
Woodhead. The function of the Committee concerning Audit is to make
recommendations to the Board regarding the engagement of the Company's
independent auditor, to review arrangements for and scope of the independent
audit and to review the scope of any non-audit services which might be
performed for the Company by the independent auditor. The function of the
Committee concerning Compensation is to review compensation of officers and
to review transactions in which officers, directors or employees may have a
potential conflict of interest. During the fiscal year ended June 30, 1996,
there were several informal meetings of the members at which Committee
business was discussed.
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STOCK OPTION PLAN
On October 30, 1992 the Board of Directors adopted a Key Employee Stock
Option Plan (the "Plan"), which was approved by vote of the Company's
shareholders in 1992. The Key Employee Stock Option Plan is currently limited
by its terms to grants of stock options to employees, including directors, of
Moyco. The Board of Directors of the Company believes that it is in the best
interests of the Company and its shareholders to amend the Plan to permit
similar grants of incentive compensation to non-employee directors, and
accordingly on October 31, 1996, the Board of Directors adopted an amendment
to the Stock Option Plan as hereinbelow described.
The purpose of the Plan is to further the long-term growth of the Company
by offering incentive compensation relating to the long term performance
goals of those employees and non- employee directors who will be responsible
for planning, directing and achieving such growth. The Plan is also intended
to be a means of reinforcing the commonality of interest between the Company
and employees and non-employee directors, and as an aid in attracting and
retaining employees and non-employee directors of outstanding abilities and
specialized skills. Unless sooner terminated by the shareholders of the
Company or the Board, the Plan shall remain in effect for a period of ten
years from the original date of the Plan's adoption by the Board.
The Plan is to be administered by the Moyco Technologies Stock Option Plan
Committee of the Company's Board of Directors (the "Committee"). The members
of the Committee are to be appointed by the Company's Board of Directors to
serve until their respective successors have been appointed, and shall
consist of two or more non-employee directors. Irvin Paul and Marvin Cravetz
are currently members of the Committee. The Committee shall have sole
discretion to select the employees, including an employee who is an officer
or a director of the Company, to whom Options may be granted, to determine
the amounts of such grants and to interpret, construe and implement the Plan.
All non-employee directors will receive Options under the terms of the Plan,
as amended.
An aggregate of 200,000 shares of Common Stock of the Company are
authorized for Options granted from time to time. Key employees, including an
employee who is a director or an officer, who are selected from time to time
by the Committee are eligible to receive Options under the Plan. Since the
Plan provides for discretion in the selection of employees to whom grants
will be made, it is impossible to determine the number of persons who will
participate. Options for no more than five percent of the shares of Common
Stock subject to the Plan may be granted to any individual owning more than
ten percent of the issued and outstanding Common Stock. The Plan, as amended,
will provide a one time grant to each non-employee director of an Option for
one thousand (1,000) shares of Common Stock of the Company. Options granted
to non-employee directors will expire five (5) years from the date of grant.
Each Option granted to non-employee directors is vested and exercisable in
full on the date of grant.
The purchase price for Common Stock under each Option is the Fair Market
Value of the Common Stock at the time the Option is granted, but in no event
less than the par value of the Stock. The Option price is to be paid in full
at the time an Option is exercised in cash or in shares of Common Stock with
a current Fair Market Value equivalent to the Option price. Options granted
under the Plan to employees are exercisable during a period of 10 years from
the date of grant. If an optionee ceases to be employed by the Company, the
employees' Option terminates immediately. If the optionee's cessation of
employment is due to retirement with the Company's consent, the optionee may
exercise the Option within three months after cessation of employment. If an
optionee dies while employed by the Company, or within three months after
having retired with the Company's consent, the executor or administrator,
legatee or heir, if there be no executor or administrator shall have the
right to exercise the Option to the extent the deceased optionee was entitled
to exercise the Option.
No Option granted under the Plan to an employee is transferable except by
will or pursuant to a qualified domestic relations order or the laws of
descent and distribution. Options granted to non-employee directors are
transferrable to the spouse or children of the non-employee director and by
will or by the laws of descent and distribution.
The plan provides for appropriate adjustments of the provisions of
outstanding Options and the number of shares available for future awards in
the event of any changes in the outstanding Common Stock by reason of merger,
stock splits or similar events. The Board of Directors may terminate, amend
or modify the Plan at any time; provided, however, that no such action of the
Board of Directors shall in any manner affect any Option
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theretofore granted to an optionee under the Plan without the consent of the
optionee. Neither the granting of adoption nor the execution of an Option
agreement shall affect the terms and conditions of an optionee's employment.
In the absence of a specific agreement to the contrary, the Company may
terminate an optionee's employment at any time, subject to applicable state
or federal employment laws.
The Board of Directors recommends approval of the Stock Option Plan, as
amended. A vote of approval by the holders of the majority of the shares is
required for the Plan's approval.
REMUNERATION OF OFFICERS AND DIRECTORS
The following table sets forth information concerning cash compensation
paid to each of the three most highly compensated executive officers of the
Company whose cash compensation exceeded $100,000 and to all officers
including "executive officers" of the Company as a group for services
rendered to the Company during fiscal 1996:
<TABLE>
<CAPTION>
(C)
Cash and Cash-Equivalent
Form of Renumeration
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(A) (B) (C1) (C2)
Name of Securities or
Individual Salaries, Fees, Property Insurance
Or Number Capacities Directors Fees, Benefits or
Of Persons In Which Commissions Reimbursement,
In Group Served and Bonuses Personal Benefits
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Marvin E. Sternberg Chairman of the Board and $270,000 *
President
<S> <C> <C> <C>
Jerome Lipkin ...... Vice President 122,470
William G. Woodhead Secretary-Treasurer 93,000
Officers and Directors as a Group (5) .......... $485,470 *
</TABLE>
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* Less than 10% of compensation for any individual.
Key Employee Stock Option Plan was approved at the Annual Meeting of
Stockholders held December 9, 1992 by a majority of the shares voted.
The Company Stock Option Committee for the next fiscal year ending June
30, 1997, will be composed of Marvin E. Sternberg, Jerome Lipkin and William
Woodhead and is responsible for the administration of the Company Key
Employee Stock Option Plan of October 30, 1992.
Profit Sharing and 401(k) Plan: Under the Profit Sharing Plan, the Company
contributes to the Plan based on earnings of the Company with the amount
determined by the Board of Directors each year.
Under the 401(k) Plan, the Company contributes up to 3% percent of the
first 6% of each employee's contribution.
These plans serve to retain employees and executives since profit sharing
funds and employee 401(k) contribution funds do not fully vest until after
the seventh year of employment with the Company.
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The following table sets forth information concerning payments and
contributions by the Company under the Profit Sharing Plan and under a 401K
Plan of the Company to or for each of the executive officers of the Company,
for all executive officers as a group and for all employees as a group
excluding the executive officers.
<TABLE>
<CAPTION>
(A) (B) (C)
Profit Sharing Plan 401K Plan for period
Name of Executive for period of Fiscal Year of Fiscal Year
Officer and capacity ------------------------------------- -------------------------------------------
in which served 1994 1995 1996 1994 1995 1996
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<S> <C> <C> <C> <C> <C> <C>
Marvin E. Sternberg,
Chairman of the Board &
President ............... $ 2,702.10 $ 1,433.97 0 $ 5,700.00 $ 5,379.50 $ 3,450.00
Jerome Lipkin,
Vice President ........... $ 996.28 $ 580.49 0 $ 3,136.50 $ 3,396.00 $ 3,587.00
William Woodhead,
Secretary/Treasurer ...... $ 706.05 $ 396.73 0 $ 2,122.50 $ 2,331.00 $ 2,550.00
Total -- All Executive
Officers ................ $ 4,404.43 $ 2,411.19 0 $10,959.00 $11,006.50 $ 9,587.00
Total -- All Employees As
A Group (excluding
Executive Officers) ..... $20,595.57 $12,588.81 0 $48,731.19 $56,319.00 $50,507.15
</TABLE>
OTHER MATTERS
Management does not intend to bring before the meeting any other matter
and does not know of any matter which anyone else proposes to present for
action at the meeting. However, if any other matter properly comes before the
meeting, the persons named in the accompanying proxy, or their duly
constituted substitutes acting at the meeting, will be deemed authorized to
vote or otherwise act thereon in accordance with their judgment on such
matters.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any shareholder proposal intended to be presented at the Company's 1997
Annual Meeting must be received by the Secretary of the Company, 200 Commerce
Drive, Montgomeryville, Pennsylvania 18936, no later than July 28, 1997 in
order to be considered for inclusion in the proxy statement and form of proxy
for such meeting.
AUDITORS
The independent public accountants for the fiscal year ended June 30, 1996
and for the current year is the firm of Heffler, Radetich & Saitta, L.L.P. A
representative of Heffler, Radetich & Saitta, L.L.P. is expected to be
present at the stockholders meeting. He will be given an opportunity to make
a statement if he desires to do so and is expected to be available to answer
questions. The accountants performed no services for the Company other than
auditing during the past fiscal year. The rendering of such auditing services
by Heffler, Radetich & Saitta, L.L.P was approved by the Board of Directors
of the Company prior to the rendering thereof, and the Audit Committee
confirmed the continued independence of said accountants.
By Order of the Board of Directors
/s/ William G. Woodhead
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Secretary
Dated: November 18, 1996
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PROXY
MOYCO TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William Woodhead and Marvin E. Sternberg,
or either of them, with full power of substitution and revocation, proxies
for the undersigned to attend and to vote all shares of Common Stock of MOYCO
TECHNOLOGIES, INC. which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of said Company to be held at the offices of the
Company at 200 Commerce Drive, Montgomeryville, Pa. 18936 on Dec. 11, 1996 at
1:00 P.M. (Eastern Standard Time) and at any adjournments thereof as follows.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote
as marked to the contrary below) for all nominees listed below
Marvin E. Sternberg Jerome Lipkin William Woodhead Irvin Paul Marvin Cravetz
INSTRUCTION; TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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(Please date and sign on reverse side)
(Continued from reverse side)
2. Ratification of amendment to Moyco Technologies, Inc. Key Stock Option
Plan of October 30, 1992 which was voted at the Board of Directors meeting
of October 31, 1996.
3. In their discretion, upon such other matters as may properly come before
the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned Stockholder. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2, AND 3.
When shares are held by joint owners, all must sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
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<S> <C>
Dated:__________________________________, 1996
________________________________________ ______________________________________________
Please Print Name Signature (sign exactly as name appears below)
________________________________________ ______________________________________________
Please Print Name Signature of co-owner, if any
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