<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /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 240.14a-11(c) or 240.14a-12
MOYCO TECHNOLOGIES, INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MOYCO TECHNOLOGIES, INC.
-----------------------------------------------------------------------------
(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)(1) 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:
___________________________________________________________________________
<PAGE>
MOYCO TECHNOLOGIES, INC.
(Formerly Moyco Industries, Inc.)
200 Commerce Drive
Montgomeryville, Pennsylvania 18936
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 10, 1997
To the Shareholders of Moyco Technologies, Inc.
Notice is hereby given that the Annual Meeting of Shareholders of Moyco
Technologies, Inc. (the "Corporation") will be held at the offices of the
Corporation at 200 Commerce Drive, Montgomeryville, Pennsylvania 18936 on
Wednesday, December 10, 1997, at 1:00 P.M., Eastern Standard Time, for the
following purposes:
1. Election of four (4) directors for the ensuing year and until their
successors are duly elected and take office.
2. To ratify the appointment of Arthur Andersen LLP, as the independent
public accountants for Moyco Technologies, Inc.
In their discretion, the proxies are authorized to act upon such matters
as may properly come before the meeting. Reference is made to the accompanying
Proxy Statement for details with respect to the foregoing matters.
Only shareholders of record at the close of business on November 3, 1997,
will be entitled to notice of, or to vote at, the Annual Meeting or any
adjournment or adjournments thereof. Such shareholders may vote in person or by
proxy. The Corporation's transfer books will not be closed.
Whether or not you intend to be present 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 Order of the Board of Directors
of Moyco Technologies, Inc.
/s/ William Woodhead
---------------------------------
William Woodhead
Secretary
Montgomeryville, Pennsylvania
November 17, 1997
<PAGE>
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF
MOYCO TECHNOLOGIES, INC.
TO BE HELD ON
DECEMBER 10, 1997
INTRODUCTION
Matters to be Considered at the Annual Shareholders' Meeting
This Proxy Statement is being furnished to shareholders of MOYCO
TECHNOLOGIES, INC. (the "Corporation") in connection with the solicitation of
proxies on behalf of the Corporation's Board of Directors for use at the
Corporation's Annual Meeting of Shareholders to be held on Wednesday, December
10, 1997 at 1:00 P.M. or any adjournment or postponement thereof (the "Annual
Meeting"). At the Annual Meeting, the shareholders will consider and vote upon
(i) the election of four (4) directors to serve for a term of one (1) year
until the Annual Meeting in 1998 or until their successors are elected,
qualified and take office, and (ii) the ratification of the appointment of
Arthur Andersen LLP, as the independent public accountants for the Corporation
for the fiscal year ending June 30, 1998. The proxy agents are authorized to
transact such other business as may properly come before the Annual Meeting or
any adjournment or postponement thereof. The approximate date upon which the
Proxy Statement and the Proxy are to be mailed to shareholders is November 17,
1997. The address of the executive office of the Corporation is 200 Commerce
Drive, Montgomeryville, Pennsylvania 18936.
The Corporation's annual report to the shareholders for its fiscal year
ended June 30, 1997, including audited financial statements, is being mailed to
all shareholders herewith.
Date, Time and Place of Annual Meeting
The Annual Meeting will be held on Wednesday, December 10, 1997 at 1:00
P.M. at the offices of the Corporation located at 200 Commerce Drive,
Montgomeryville, Pennsylvania 18936.
Record Date and Voting
The Board of Directors of the Corporation has fixed the close of business
on November 3, 1997 as the date for determining holders of record of
Corporation Common Stock, par value $.005 per share, entitled to notice of and
to vote at the Annual Meeting or any adjournment or postponement thereof. Each
holder of record is entitled to one vote per share on the matters to be
considered at the Annual Meeting.
Quorum for Annual Meeting of Shareholders
The holders of a majority of the outstanding shares of Corporation Common
Stock, present either in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. As of November 3, 1997, there
were 4,138,340 shares of the Corporation's Common Stock outstanding.
Proxy Revocation and Other Matters
Shares represented by properly executed proxies will be voted in
accordance with the directions indicated in the proxies unless such proxies
have previously been revoked. A proxy may be revoked by a shareholder at any
time prior to its use for any purpose by giving written notice of such
revocation to William Woodhead, the Secretary of the Corporation, at the
executive office of the Corporation, or by appearing in person at the Annual
Meeting and asking to withdraw the proxy prior to its use for any purpose so
that the shareholder can vote in person. A later dated proxy revokes an earlier
dated proxy. If no direction is indicated in a proxy, shares represented by the
proxy will be voted in favor of the adoption of the proposals recommended by
the Corporation's Board of Directors and in the discretion of the proxy agents
as to any other matters which may properly come before the Annual Meeting.
1
<PAGE>
The Corporation does not know at this time of any other business other
than that stated in this Proxy Statement which will be presented for action at
the Annual Meeting. If any unanticipated business is properly brought before
the Annual Meeting, the proxy agents will vote in accordance with their best
judgment.
Cost of Solicitation of Proxies will be paid by the Corporation
The Corporation will bear the entire cost of soliciting proxies for the
Annual Meeting. In addition to the use of the mails, proxies may be solicited
by personal interview, telephone, telefax, and telegram by the directors,
officers and employees of the Corporation. Arrangements have been made with
brokerage houses and other custodians, nominees and fiduciaries for forwarding
proxy material to beneficial owners of stock held of record by such persons,
and the Corporation will reimburse them for their expenses in doing so.
SECURITY OWNERSHIP -- CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of November 3,
1997, with respect to the only person to the Corporation's knowledge, who may
be a beneficial owner of more than 5% of the Corporation's Common Stock.
Amount Percentage of
and Nature of Outstanding
Name and Beneficial Corporation
Address of Ownership of Common Stock
Beneficial Owner Common Stock Owned
- ---------------------------- ----------------- --------------
Marvin E. Sternberg ...... 2,922,565(1)(2) 70.58%
937 Mt. Pleasant Rd.
Bryn Mawr, PA 19010
- ------------
(1) Of these shares, 2,380,855 shares are held by Marvin E. Sternberg, both of
record and beneficially; 27,500 shares are held jointly by Marvin E.
Sternberg and Susan Sternberg, his wife; 16,900 shares are held by Susan
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) 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"1934 Act"), requires that the Corporation's directors and executive officers
file reports of their holdings of the Corporation's Common Stock with the
Securities and Exchange Commission (the "Commission") and with Nasdaq National
Market Exchange on which the Corporation's Common Stock is traded. Based on the
Corporation's records and other information available to it, the Corporation
believes that all the Commission's Section 16(a) reporting requirements
applicable to the Corporation's directors and executive officers for the
Corporation's fiscal year ended June 30, 1997 were satisfied.
THE CORPORATION'S BOARD OF DIRECTORS AND COMMITTEES
General Information
The By-Laws, as amended of the Corporation, as amended provide that the
Corporation's business shall be managed by a Board of Directors of not less
than three and not more than nine directors. The Corporation's Board of
Directors has fixed the number of directors of the Corporation at four.
2
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
Marvin E. Sternberg, Jerome Lipkin and William Woodhead attended the only
formal board meeting held during the course of the fiscal year. Dr. Cravetz and
Dr. Paul did not attend this meeting. There were additional informal meetings
held at least once a month attended by the above-mentioned three directors
until Mr. Lipkin resigned in April of 1997. Thereafter, such informal meetings
were held by Messrs. Sternberg and Woodhead.
The Board of Directors of the Corporation has an Audit Committee
consisting currently of Dr. Cravetz (Chairman) and Dr. Paul. The function of
the Audit Committee is to make recommendations to the Board regarding the
engagement of the Corporation's independent auditors 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.
During the fiscal year ended June 30, 1997 the Audit Committee did not hold any
formal meetings, but there were several informal meetings of the members at
which Committee business was discussed.
The Board of Directors of the Corporation has a Compensation Committee
consisting currently of Messrs. Sternberg (Chairman) and Woodhead. The function
of the Compensation Committee 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, 1997 the
Compensation Committee did not hold any formal meetings, but there were several
informal meetings of the members at which Committee business was discussed.
The Board of Directors of the Corporation has a Key Employee Stock Option
Committee consisting currently of Messrs. Sternberg (Chairman) and Woodhead.
The function of the Key Employee Stock Option Committee is to determine if any
employees will be granted stock options. During the fiscal year ended June 30,
1997 the Key Employee Stock Option Committee did not hold any formal meetings,
but there were several informal meetings of the members at which Committee
business was discussed.
The Board of Directors has no standing Nominating Committee.
Directors' Compensation
The non-employee directors receive options to purchase One Thousand
(1,000) shares of Corporation Common Stock at the market value on the date of
the annual meeting for each director's meeting they attend. In addition, the
non- employee directors' travel expenses incurred to attend a meeting are
reimbursable. In fiscal year 1997, each non-employee director received a one
time grant of options to purchase 1,000 shares of Corporation Common Stock. The
exercise price of these options are equal to the fair market value of the
Corporation's Common Stock on the date of the grant. All directors who are also
employees do not receive any other compensation for serving as directors.
BIOGRAPHICAL INFORMATION ABOUT CORPORATION'S DIRECTORS--INFORMATION ABOUT
SECURITY HOLDINGS OF CORPORATION'S DIRECTORS AND OF THE
CORPORATION'S DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
The following table sets forth certain biographical information and
information regarding beneficial ownership of shares of Corporation's Common
Stock as of November 3, 1997, for each of the Corporation's directors, for the
executive officers as a group and for all directors and executive officers as a
group. Other than as indicated below, each of the persons named below has been
employed in their present principal occupation for the past five years.
<TABLE>
<CAPTION>
Amount and Nature Percentage of
of Beneficial Ownership Outstanding Corporation
as of November 3, 1997 Common Stock Owned
------------------------- ------------------------
Name
- ---------------------------------
<S> <C> <C>
DIRECTORS(3)
Marvin E. Sternberg(4) ......... 2,922,565 70.58%
William Woodhead ............... 10,300 .25%
Irvin Paul ..................... None None
Marvin Cravetz ............... 5,000 .12%
All directors as a Group ...... 2,937,865 70.95%
</TABLE>
3
<PAGE>
- ------------
(3) Marvin E. Sternberg (age 63) is the Chairman of the Board, President and
a Director of the Corporation. He has been an officer and Director of the
Corporation since 1974.
William Woodhead (age 60) joined the Corporation in January, 1985 as
Controller. He was elected Secretary and a Director in December of 1985.
Dr. Irvin Paul (age 68) is engaged in the practice of dentistry with
offices in Upper Darby, Pennsylvania and has been a Director of the
Corporation since 1975.
Dr. Marvin Cravetz, D.D.S. (age 60) was engaged in the practice of
dentistry with offices in Hatboro, Pennsylvania and has been a Director
of the Corporation since 1985.
(4) Including 497,310 shares held by independent trustees for the benefit of
Mr. Sternberg's children, 16,900 shares held by Susan Sternberg, wife of
Mr. Sternberg and 27,500 shares held by Mr. and Mrs. Sternberg jointly.
CORPORATION'S EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
current executive officers of the Corporation as of November 3, 1997:
<TABLE>
<CAPTION>
Age as of Corporation Stock
Name November 3, 1997 Corporation Office Beneficially Owned
- ----------------------- ------------------ ------------------------------------ -------------------
<S> <C> <C> <C>
Marvin E. Sternberg* 63 Chairman of the Board, President 2,922,565(5)
and Chief Executive Officer
Clarence F. Bartron 53 Vice President Ultralap Division 23,750
Joseph S. Sternberg*+ 35 Vice President and General Counsel 200
Mark E. Sternberg* 31 Administrative Vice President 10,885
William Woodhead 60 Secretary/Treasurer 10,300
</TABLE>
- ------------
(5) Includes exercisable stock options and/or the interests of the executive
officers held in the Corporation's Key Executive Stock Option Plan.
* Marvin Sternberg is Joseph Sternberg and Mark Sternberg's father.
+ Joseph Sternberg disclaims beneficial ownership of 200 shares of stock
registered in the name of Ellen J. Sternberg, his spouse, who resides in his
home.
EXECUTIVE COMPENSATION
General Disclosure Considerations Concerning Executive Compensation
The Corporation believes that its shareholders should be provided clear
and concise information about the compensation of its executives and the
reasons the Board of Directors made decisions concerning their executive
compensation, consistent with the Commission's proxy statement disclosure rules
regarding disclosure of executive compensation.
Executive Compensation
The following information relates to all plan and non-plan compensation
awarded to, earned by, or paid to (i) Marvin E. Sternberg, the Chairman and
Chief Executive Officer of the Corporation, and (ii) the Corporation's five (5)
most highly compensated executive officers, other than Mr. Sternberg, who were
serving as executive officers of the Corporation. Mr. Sternberg and such
officers, are hereinafter sometimes referred to as the "Named Executive
Officers").
4
<PAGE>
SUMMARY COMPENSATION TABLE
The disclosure regarding the compensation of the Named Executive Officers
includes the following table that sets forth the compensation paid to the Named
Executive Officers during the last three fiscal years:
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
---------------------------------------- -------------------------- -----------
Securities Long-
Other Under- Term All
Annual Restricted lying Incentive Other
Name and Compen- Stock Options/ Plan Compen-
Principal Position Year Salary Bonus sation Award(s) SARs Payouts sation(1)
- --------------------------- ------ ---------- --------- --------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marvin E. Sternberg ...... 1997 $270,000 $ -- $ -- $-- $-- $ -- $3,450
Chairman of the Board, 1996 270,000 -- -- -- -- -- 3,450
and CEO 1995 270,000 -- -- -- -- 1,450 4,620
Clarence F. Bartron ...... 1997 $131,593 $ -- $ -- $-- $-- $ -- $1,950
Vice President
Ultralap Division
Joseph S. Sternberg ...... 1997 $ 99,210 $ -- $ -- $-- $-- $ -- $2,193
Vice President and
General Counsel
Mark E. Sternberg ......... 1997 $ 98,850 $ -- $ -- $-- $-- $ -- $2,193
Administrative Vice
President
Jerome Lipkin* ............ 1997 $124,880 $ -- $ -- $-- $-- $ -- $2,995
Executive Vice President 1996 112,470 10,000 -- -- -- -- 3,587
1995 103,200 10,000 -- -- -- $ 630 4,448
William Woodhead ......... 1997 $ 87,830 $ 5,000 $4,800 $-- $-- $ -- $2,184
Secretary/ 1996 78,200 10,000 4,800 -- -- 2,550
Treasurer 1995 70,900 10,000 4,800 -- -- 464 2,427
</TABLE>
- ------------
(1) Includes contributions by the Corporation for each of the Corporation's
officers named in the table to the Corporation's 401(k)/Profit Sharing
Plan. Messrs. Sternberg, Bartron, Sternberg, Sternberg, Lipkin and
Woodhead made contributions of $9,500, $3,250, $4,716, $4,680, $5,940 and
$4,640, respectively, to the Corporation's 401(k)/Profit Sharing Plan.
* Resigned on April 28, 1997 as a Director and Executive Vice President of the
Corporation.
5
<PAGE>
STOCK OPTIONS
The following table shows stock options exercised and fiscal year-end
values for the named executive officers under the Company's stock option plan.
The plan does not permit the grant of stock appreciation rights ("SARs"). There
have been no stock options granted in the current fiscal year to the named
executive officers.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Shares Options/SARs At Fiscal Year End
Acquired on Value at Fiscal Year End Exercisable (2)/
Name Exercise(1) Realized (2) Exercisable Unexercisable
- --------------------------- ------------- -------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Marvin E. Sternberg ...... -- $-- -- $ --/--
Clarence F. Bartron ...... -- $-- 1,250 $ 5,313/--
Joseph S. Sternberg ...... -- $-- -- $ --/--
Mark E. Sternberg ......... -- $-- 5,000 $32,500/--
Jerome Lipkin ............ -- $-- -- $ --/--
William Woodhead ......... -- $-- -- $ --/--
</TABLE>
- ------------
(1) Upon exercise of an option, the optionee must pay the exercise price in
cash.
(2) Represents the difference between the fair market value of the common stock
underlying the option and the exercise price at exercise, or fiscal
year-end, respectively.
STOCK OPTION PLAN
On October 30, 1992, the Board of Directors (the "Board") adopted a Key
Employee Stock Option Plan (the "Plan"), which was approved by vote of the
Corporation's shareholders at the December 1992 Shareholders Meeting. The Plan
initially limited grants of stock options (the "Options") to employees,
officers and directors who are officers of the Corporation. In fiscal year
1997, the Board and shareholders amended the Plan to permit grants of Options
to non-employee directors.
The purpose of the Plan is to further the long-term growth of the
Corporation by offering incentive compensation in the form of Options relating
to the long term performance goals of those employees and non-employee
directors who are 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 Corporation 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 Corporation's shareholders 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 Corporation's Stock Option Plan
Committee (the "Committee"). The members of the Committee are appointed by the
Board to serve until their respective successors have been appointed. Mr.
Sternberg and Mr. Woodhead are currently members of the Committee. The
Committee has sole discretion to select the employees, including an employee
who is an officer or a director of the Corporation, 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 Corporation 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, the number of persons who participate cannot be determined. Options for
no more than five percent (5%) of the shares of Common Stock subject to the
6
<PAGE>
Plan may be granted to any individual owning more than ten percent (10%) of the
issued and outstanding Common Stock. The Plan, as amended, provides a grant to
each non-employee director of an Option for One Thousand (1,000) shares of
Corporation stock at the market value on the date of the annual meeting for
each director's meeting they attend. Options granted to non-employee directors
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.
If an optionee ceases to be employed by the Corporation, the employee's
Option terminates immediately. If the optionee's cessation of employment is due
to retirement with the Corporation's consent, the optionee may exercise the
Option within three months after cessation of employment. If an optionee dies
while employed by the Corporation, 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.
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 must 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.
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 transferable 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 a corporate
merger, stock split or similar events. The Board may terminate, amend or modify
the Plan at any time; provided, however, that no such action of the Board shall
in any manner affect any Option theretofore granted to an optionee under the
Plan without the consent of the optionee. During the Corporation's fiscal year
ending June 30, 1997, no Options were granted to the Corporation's officers.
PROPOSAL 1
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
Nominees for Directors
The following directors have been nominated by the Corporation's Board of
Directors for election as directors to serve as follows:
For a Term to Expire in 1998:
(1) Marvin E. Sternberg
(2) William Woodhead
(3) Irvin Paul
(4) Marvin Cravetz
If one or more of the nominees should, at the time of the Annual Meeting,
be unavailable or unable to serve as a director, the shares represented by the
proxies will be voted to elect the remaining nominees. The Board of Directors
knows of no reason why any of the nominees will be unavailable or unable to
serve as directors.
-------------------------------
The affirmative vote of the holders of at least a majority of the
Corporation's shares of Common Stock present in person or by proxy at the
Annual Meeting is required for the election of the nominees for directors.
Proxies solicited by the Board of Directors will be voted for nominees listed
above, unless the shareholders specify a contrary choice in their proxies.
The Board of Directors recommends a vote FOR the nominees listed above.
7
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
(Item 2 on the Proxy Card)
The firm of Arthur Andersen LLP has been appointed by the Board of
Directors to serve as the Corporation's independent public accountants for the
fiscal year ending June 30, 1998. The Board of Directors of the Corporation is
requesting shareholder approval of the appointment. A representative of the
firm will be present at the meeting to answer questions and will have the
opportunity to make a statement, if he so desires. The firm is presently
serving the Corporation as their independent public accountants. Management
recommends approval of this appointment. If the appointment is not approved by
a majority of the shares of Common Stock of the Corporation present in person
or by proxy and entitled to vote at the Annual Meeting, the appointment of the
independent public accountants will be reconsidered by the Board of Directors.
The resolution being voted on is as follows:
RESOLVED, that the shareholders of the Corporation ratify and confirm the
appointment of Arthur Andersen LLP as the Corporation's independent
public accountants for the fiscal year ending June 30, 1998.
The ratification of the selection of the independent public accountants
requires the affirmation by vote of at least a majority of the outstanding
shares of Common Stock of the Corporation present in person or by proxy and
entitled to vote at the Annual Meeting. Proxies solicited by the Board of
Directors will be voted for the foregoing resolution, unless shareholders
specify a contrary choice in their proxies.
The Board of Directors recommends a vote FOR the resolution ratifying the
appointment of Arthur Andersen LLP as the Corporation's independent public
accountants for the fiscal year ending June 30, 1998.
OTHER BUSINESS
Management does not know at this time of any other matter which will be
presented for action at the Annual Meeting. If any unanticipated business is
properly brought before the meeting the proxies will vote in accordance with
their best judgment.
SHAREHOLDER PROPOSALS FOR 1998
The Corporation's Annual Meeting of Shareholders will be held on or about
December 9, 1998. Any shareholder desiring to submit a proposal to the
Corporation for inclusion in the proxy and proxy statement relating to that
meeting must submit such proposal or proposals in writing to the Corporation
before July 25, 1998.
ADDITIONAL INFORMATION
A copy of the Corporation's Annual Report for the fiscal year ended June
30, 1997, containing, among other things, financial statements was mailed with
this Proxy Statement on or about November 17, 1997 to the shareholders of
record as of the close of business on November 3, 1997.
Upon written request of any shareholder, a copy of the Corporation's
Annual Report on Form 10-K for its fiscal year ended June 30, 1997, including
the financial statements and schedule thereto, required to be filed with the
Securities and Exchange Commission may be obtained, without charge, from the
Corporation's Secretary, William Woodhead, 200 Commerce Drive, Montgomeryville,
Pennsylvania 18936.
By Order of the Board of Directors of
MOYCO TECHNOLOGIES, INC.
/s/ William Woodhead
--------------------------
William Woodhead
Secretary
8
<PAGE>
PROXY
MOYCO TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph S. Sternberg and Mark 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 Corporation to be held at the offices of the
Corporation at 200 Commerce Drive, Montgomeryville, Pennsylvania 18936 on
December 10, 1997 at 1:00 P.M. (Eastern Standard Time) and at any adjournments
thereof as follows:
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) all nominees listed below
Marvin E. Sternberg 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
--------------------------------------------------------------------
(Please date and sign on reverse side)
2. CONFIRMATION OF INDEPENDENT PUBLIC ACCOUNTANTS. To ratify the appointment of
Arthur Andersen LLP, as the independent public accountants for Moyco
Technologies, Inc.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
postponement thereof. This proxy, when properly executed, will be voted in
accordance with the directions given by the undersigned shareholder. In the
absence of other directions, this proxy will be voted for Proposals 1 and 2
above and upon such other matters as may properly come before the meeting in
accordance with the best judgment of the Proxies.
Please sign exactly as name appears on your stock certificate. When shares
are held by joint tenants, both should sign. When signing as attorney-in-fact,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by an authorized officer.
If a partnership, please sign partnership name by an authorized person.
Dated _______________________, 1997
_______________________________________ ____________________________________
Print Name Signature
_______________________________________ ____________________________________
Print Name Signature
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS PROXY CARD
USING THE ENCLOSED POSTAGE PAID ADDRESSED ENVELOPE
