<PAGE>
MOYCO TECHNOLOGIES, INC.
200 Commerce Drive
Montgomeryville, PA 18936
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 9, 1998
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 9, 1998, 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.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
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 2, 1998,
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 12, 1998
<PAGE>
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF
MOYCO TECHNOLOGIES, INC.
TO BE HELD ON
DECEMBER 9, 1998
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
9, 1998 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 1999 or until their successors are elected,
qualified and take office, and (ii) the ratification of the appointment of
Arthur Andersen LLP, Certified Public Accountants, as the independent public
accountants for the corporation for the fiscal year ending June 30, 1999, and
(iii) the transaction of such other business as may properly come before the
meeting or any adjournment thereof. 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 12, 1998.
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, 1998, 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 9, 1998 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 2, 1998 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 2, 1998, there
were Four Million Five Hundred Forty-Six Thousand Two Hundred Fourteen
(4,546,214) 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
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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.
The Corporation does not know at this time of any other business 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 2,
1998, 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 ......... 2,667,781(1)(2) 58.68%
937 Mt. Pleasant Rd.
Bryn Mawr, PA 19010
- ------------
(1) Of these shares, 2,649,191 shares are held by Marvin E. Sternberg, both of
record and beneficially and 18,590 shares are held by Susan Sternberg, his
wife, both of record and beneficially.
(2) Neither Marvin E. Sternberg nor Susan Sternberg 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 SmallCap
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, 1998 were satisfied.
THE CORPORATION'S BOARD OF DIRECTORS AND COMMITTEES
General Information
The By-Laws, as amended of the Corporation, as amended provides 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.
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
Marvin E. Sternberg, Dr. Marvin Cravetz and William Woodhead attended the
only formal board meeting held during the course of the fiscal year. Dr. Paul
did not attend this meeting. Thereafter, additional informal meetings were held
at least once a month attended 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, 1998, 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, 1998,
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,
1998, 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 employee directors of the Corporation are not compensated for their
services as directors. It is the Corporation's policy to grant each
non-employee director an option to purchase 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. Dr. Marvin Cravetz is entitled to receive
an option to purchase 1,000 shares of the Corporation's Common Stock based upon
his attendance at the 1997 Annual Meeting. Dr. Irving Paul did not attend the
Annual Meeting. 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. In
addition, the non-employee directors' travel expenses incurred to attend a
meeting are reimbursable.
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 2, 1998, 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
Name as of November 2, 1998 Common Stock Owned
- ---- ---------------------- ------------------
<S> <C> <C>
DIRECTORS(4)
Marvin E. Sternberg .............. 2,667,781(5) 58.68%
William Woodhead ................. 11,385 .25%
Irvin Paul ....................... None None
Marvin Cravetz ................... 26,000 .57%
All directors as a Group ......... 2,705,166 59.50%
</TABLE>
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- ------------
(4) Marvin E. Sternberg (age 64) 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 61) joined the Corporation in January, 1985 as
Controller. He was elected Secretary and a Director in December of 1985.
Dr. Irvin Paul (age 69) is engaged in the practice of dentistry with offices
in Upper Darby, Pennsylvania and has been a Director of the Corporation
since 1974.
Dr. Marvin Cravetz, D.D.S. (age 61) was engaged in the practice of dentistry
with offices in Hatboro, Pennsylvania and has been a Director of the
Corporation since 1974.
(5) Includes 18,590 shares held by Susan Sternberg, wife of Mr. Sternberg.
CORPORATION'S EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
current executive officers of the Corporation as of November 2, 1998:
<TABLE>
<CAPTION>
Age as of Corporation Stock
Name November 2, 1998 Corporation Office Beneficially Owned
- ---- ---------------- ------------------ ------------------
<S> <C> <C> <C>
Marvin E. Sternberg* 64 Chairman of the Board, President 2,667,781(6)
and Chief Executive Officer
Joseph S. Sternberg*+ 35 Vice President and General Counsel 182,347
Mark E. Sternberg* 31 Administrative Vice President 194,321
William Woodhead 61 Secretary/Treasurer 11,385
</TABLE>
- ----------
(6) 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.
The format and content of the information set forth below is intended to
enable the Corporation's shareholders to understand the rationale and criteria
for the Corporation's executive compensation program and the compensation paid
to the named executives and its other executives and key employees.
The Corporation welcomes shareholder comment on whether the objective to
provide information to the Corporation's shareholders that is useful and
clearly stated has been met. Please send any comments or suggestions for
further improvements in disclosure to William Woodhead, Secretary at 200
Commerce Drive, Montgomeryville, Pennsylvania 18936.
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 three
(3) 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".
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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
Annual Restricted lying Incentive Other
Name and Compen- Stock Options/ Plan Compen-
Principal Position Year Salary Bonus sation Awards(s) SARs Payouts sation(1)
- ----------------------------- ------ ----------- --------- --------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marvin E. Sternberg ......... 1998 $265,000 $ -- $ -- $-- $-- $-- $3,750
Chairman of the Board, 1997 270,000 -- -- -- -- -- 3,450
and CEO 1996 270,000 -- -- -- -- -- 3,450
Joseph S. Sternberg ......... 1998 $103,175 $ -- $ -- $-- $-- $-- $2,804
Vice President and 1997 99,210 -- -- -- -- -- 2,193
General Counsel
Mark E. Sternberg ........... 1998 $101,775 $ -- $ -- $-- $-- $-- $2,769
Administrative Vice 1997 98,850 -- -- -- -- -- 2,193
President
William Woodhead ............ 1998 $ 90,000 $ -- $ -- $-- $-- $-- $2,345
Secretary/ 1997 87,830 5,000 4,800 -- -- -- 2,184
Treasurer 1996 78,200 10,000 4,800 -- -- -- 2,550
</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, Sternberg, Sternberg, and Woodhead made
contributions of $10,000, $5,390, $5,049 and $4,370, respectively, to the
Corporation's 401(k)/Profit Sharing Plan.
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STOCK OPTIONS
The following table shows stock options exercised and fiscal year-end
values for the Named Executive Officers under the Corporation'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 ......... -- $-- -- $ --/--
Joseph S. Sternberg ......... -- $-- -- $ --/--
Mark E. Sternberg ........... -- $-- 5,500 $17,031/--
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 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 Key Employee Stock
Option Committee (the "Committee"). The members of the Committee are to be
appointed by the Board to serve until their respective successors have been
appointed and consists of two or more directors. 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 220,000 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 of the shares of Common Stock subject to the 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
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(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, 1998, 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 1999:
(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.
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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED 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 certified public
accountants for the fiscal year ending June 30, 1999. The Board of Directors 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 certified 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 certified 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
certified public accountants for the fiscal year ending June 30, 1999.
The ratification of the selection of the independent certified 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 certified
public accountants for the fiscal year ending June 30, 1999.
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 1999
The Corporation's Annual Meeting of Shareholders will be held on or about
December 8, 1999. 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, 1999.
ADDITIONAL INFORMATION
A copy of the Corporation's Annual Report for the fiscal year ended June
30, 1998, containing, among other things, financial statements was mailed with
this Proxy Statement on or about November 16, 1998 to the shareholders of
record as of the close of business on November 2, 1998. 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, 1998, 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 9, 1998 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 all nominees listed below
contrary 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
3. TRANSACTION OF OTHER BUSINESS
/ / 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, 2 and 3
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---------------------------, 1998
- ------------------------------------- -------------------------------------
Print Name Signature
- ------------------------------------- -------------------------------------
Print Name Signature
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS PROXY CARD
USING THE ENCLOSED POSTAGE PAID ADDRESSED ENVELOPE
