<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
MOYCO TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Name of the Corporation as Specified in Charter)
Joseph Sternberg, General Counsel
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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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 form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration No.:
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3) Filing party:
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4) Date filed:
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<PAGE>
MOYCO TECHNOLOGIES, INC.
200 Commerce Drive
Montgomeryville, PA 18936
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 31, 2001
To the Stockholders of MOYCO TECHNOLOGIES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MOYCO
TECHNOLOGIES, INC. (the "Corporation") will be held at the Executive Offices of
the Corporation at 200 Commerce Drive, Montgomeryville, Pennsylvania 18936, on
January 31, 2001 at 1:00 p.m., local time, for the purpose of electing six (6)
members to the Corporation's Board of Directors and to transact such other
business as may properly be brought before the meeting or any adjournment
thereof.
The close of business on January 4, 2001 has been fixed as the Record Date
for the determination of Stockholders entitled to notice of, and to vote at, the
meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you plan to
attend, please complete, date and sign the accompanying proxy and return it
promptly in the enclosed envelope to assure that your shares are represented at
the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Corporation, in writing, prior to the Annual Meeting of Stockholders.
By Order of the Board of Directors,
William Woodhead, Secretary
Dated: January 5, 2001
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE>
Letterhead of:
GOLDSTEIN & DIGIOIA LLP
369 Lexington Avenue
New York, New York 10017
Telephone (212) 599-3322
Telecopier (212) 557-0295
January 5, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: EDGAR Filing
Name of Company : Moyco Technologies, Inc.
Type of Report : Definitive Proxy Statement for Annual Meeting
SEC File No. : 000-04123
Ladies/Gentlemen:
On behalf of the above-referenced Registrant, we transmit to you the
Registrant's EDGAR filing of its definitive Proxy Statement for the Annual
Meeting to be held on January 31, 2001. The form of Proxy card is also annexed
to the filing.
We request both electronic and hard copy acceptance message.
A manually signed hard copy of the transmitted report has been retained
together with the Company's books and records.
Pursuant to Rule 901(d) of Regulation S-T, we have forwarded seven
paper copies of the Annual Report to your Operations Center in Alexandria,
Virginia. We have also forwarded by mail seven copies of the Annual Report sent
to shareholders.
Very truly yours,
/s/ Michael Goldstein
---------------------------
Michael Goldstein
<PAGE>
MOYCO TECHNOLOGIES, INC.
200 Commerce Drive
Montgomeryville, PA 18936
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on January 31, 2001
This Proxy Statement and the accompanying form of proxy have been
mailed on or about January 5, 2001 to the Stockholders of record of shares of
Common Stock as of January 4, 2001 of MOYCO TECHNOLOGIES, INC., a Pennsylvania
corporation (the "Corporation"), in connection with the solicitation of proxies
by the Board of Directors of the Corporation for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 1:00 p.m. at the Corporation's
corporate offices, 200 Commerce Drive, Montgomeryville, Pennsylvania, on
Wednesday, January 31, 2001and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
On January 4, 2001 (the "Record Date"), there were 5,034,392 shares of
Common Stock, par value $.005 par value ("Common Stock") issued and outstanding.
Only holders of Common Stock of record at the close of business on the Record
Date are entitled to receive notice of, and to vote at, the Annual Meeting and
any adjournment thereof. Each share of Common Stock is entitled to one (1) vote
on each matter submitted to Stockholders. Shares of the Corporation's Common
Stock represented by an effective proxy in the accompanying form will, unless
contrary instructions are specified in the proxy, be voted FOR the election of
the six (6) persons nominated by the Board of Directors.
Any proxy may be revoked at any time before it is voted. A Stockholder
may revoke a Proxy by notifying the Secretary of the Corporation either in
writing prior to the Annual Meeting or in person at the Annual Meeting, by
submitting a Proxy bearing a later date or by voting in person at the Annual
Meeting. 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.
The Corporation will bear the cost of the solicitation of proxies by the
Board of Directors. The Board of Directors may use the services of its executive
officers and certain directors to solicit proxies from stockholders in person
and by mail, telegram and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send proxies, proxy statements and
other material to the beneficial owners of the Corporation's Common Stock held
of record by such persons, and the Corporation may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
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The Annual Report to Stockholders for the fiscal year ended June 30,
2000, including financial statements, accompanies this Proxy Statement.
The principal executive offices of the Corporation are located at 200
Commerce Drive, Montgomeryville, Pennsylvania 18936. The Corporation's telephone
number is (215) 855-4300.
Independent Public Accountants
The Board of Directors of the Corporation has selected BDO Seidman, LLP
Certified Public Accountants, as independent accountants of the Corporation for
the fiscal year ending June 30, 2000. Stockholders are not being asked to
approve such selection because such approval is not required. The audit services
provided by BDO Seidman, LLP consisted of examination of financial statements,
services relative to filings with the Securities and Exchange Commission, and
consultation in regard to various accounting matters. Representatives of BDO
Seidman, LLP are expected to be present at the meeting and will have the
opportunity to make a statement if they so desire and answer appropriate
questions.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Corporation's
Common Stock, $.005 par value per share. Each share of Common Stock entitles its
holder to one vote on each matter submitted to Stockholders. As of the Record
Date, there were 5,034,392 shares of Common Stock issued and outstanding.
The following table sets forth certain information as of January 4,
2001 with respect to (i) each director and each executive officer, (ii) and all
directors and officers as a group, and (iii) the persons (including any "group"
as that term is used in Section l3(d)(3) of the Securities Exchange Act of
l934), known by the Corporation to be the beneficial owner of more than five
(5%) percent of the Corporation's Common Stock. Mr. Marvin E. Sternberg, the
Corporation's Chief Executive Officer, is the father of Joseph S. Sternberg and
Mark E. Sternberg, the Corporation's General Counsel and Administrative Vice
President, respectively.
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<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percentage
Type of Class Beneficial Holder Ownership (1) of Class
------------- ------------------- ----------------- ----------
<S> <C> <C> <C>
Common Marvin E. Sternberg 2,954,741 (2) 58.7%
c/o Moyco Technologies 200 Commerce
Drive
Montgomeryville, PA 18938
Common William Woodhead 12,000 0.2%
c/o Moyco Technologies 200 Commerce
Drive
Montgomeryville, PA 18938
Common Irvin Paul 0 0.00%
c/o Moyco Technologies 200 Commerce
Drive
Montgomeryville, PA 18938
Common Marvin Cravetz 39,600 0.8%
c/o Moyco Technologies 200 Commerce
Drive
Montgomeryville, PA 18938
Common Joseph S. Sternberg 200,582 (3) 4.0%
c/o Moyco Technologies 200 Commerce
Drive
Montgomeryville, PA 18938
Common Mark E. Sternberg 178,753 3.6%
c/o Moyco Technologies 200 Commerce
Drive
Montgomeryville, PA 18938
Directors/Officers as a group 3,385,676 67.3%
</TABLE>
(1) Unless otherwise indicated below, each director, officer and 5% shareholder
has sole voting and sole investment power with respect to all shares that
he beneficially owns.
(2) Includes exercisable stock options and/or interests held in the
Corporation's Key Executive Stock Option Plan. Includes 222,131shares of
the Corporation's Common Stock held by Susan Sternberg, Mr. Sternberg's
wife.
(3) Does not include 220 shares of the Corporation's Common Stock held by Ellen
J. Sternberg, his wife.
*Percentage not significant.
CERTAIN REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Corporation's directors and executive officers, and
persons who own more than 10% of a registered class of the Corporation's equity
securities, to file with the Securities and Exchange Commission ("SEC") reports
of ownership and reports of changes in ownership of common stock and other
equity securities of the Corporation. Officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file. Based solely on review of the
copies of such reports received by the Company, the Company believes that during
the fiscal year ended June 30, 2000, all officers, Directors and greater than
10% beneficial owners complied with the Section 16(a) filing requirements during
the 2000 fiscal year.
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<PAGE>
I. ELECTION OF DIRECTORS
The precise number of persons on the Board of Directors is determined by
the Board of Directors which has set the number at six persons. The Board of
Directors currently consists of four members elected for a term of one year and
until their successors are duly elected and qualified. Two nominees for the
Board of Directors do not currently serve on the Corporation's Board of
Directors
The affirmative vote of a majority of the outstanding shares of Common
Stock present in person or by proxy at the Annual Meeting is required to elect
the directors. All proxies received by the Board of Directors will be voted for
the election as directors of the nominees listed below if no direction to the
contrary is given. In the event any nominee is unable to serve, the proxy
solicited hereby may be voted, in the discretion of the proxies, for the
election of another person in his stead. The Board of Directors knows of no
reason to anticipate this will occur.
The following table sets forth certain information as of January 4,
2001 with respect to the directors and executive officers of the Corporation,
including the six (6) nominees who will be selected at the 200l Annual Meeting.
NOMINEES CURRENTLY SERVING AS DIRECTORS
Name Age Office
---- --- ------
Marvin E. Sternberg 66 President, Chief Executive Officer and
Chairman of the Board
William Woodhead 63 Director, Secretary and Treasurer
Irvin Paul 71 Director
Marvin Cravetz 63 Director
NOMINEES NOT CURRENTLY SERVING AS DIRECTORS
Name Age Office
---- --- ------
Donald Gleklen 64 Director
Cathy Neifeld, Esq. 39 Director
All directors hold office until the next Annual Meeting of Shareholders
or until their successors are elected and qualify. Officers are elected annually
by, and serve at the discretion of, the Board of Directors. Marvin E. Sternberg,
the Corporation's Chairman, President and Chief Executive Officer is the father
of Joseph S. Sternberg, the Corporation's General Counsel and Mark E. Sternberg,
the Corporation's Administrative Vice President.
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<PAGE>
Marvin E. Sternberg, is the Chairman of the Board, President and Chief
Executive Officer of the Corporation. Hew has been an officer and Director of
the Corporation since 1974.
William Woodhead, joined the Corporation in January 1985 as Controller.
He was elected Secreatry and a Director in December of 1985.
Dr. Irvin Paul, 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., was engaged in the practice of dentistry
with offices in Hatboro, Pennsylvania and has been a Director of the Corporation
since 1985.
Donald Gleklen, is a strategic business advisor and private investor
and has extensive experience as a senior corporate executive, banker and lawyer.
He is the retired Chairman and Chief Executive Officer of IntelliHealth, Inc.,
an internet company providing healthcare content to consumers that was a joint
venture of Aetna US Healthcare and Johns Hopkins Health System. Mr. Gleklen
holds a B.A. from Cornell University and a law degree from Columbia University.
Cathy Neifeld, Esq., is currently the President of Mega Systems, Inc.,
an international large format film projection system company and a subsidiary of
Safeguard Scientifics, a company whose common stock trades on the New York Stock
Exchange. Ms. Neifeld previously served as the General Counsel and an Executive
Vice President of Mega Systems. Prior to joining Mega Systems, Ms. Neifeld was
engaged in the private practice of law. Ms. Neifeld holds a B.A. from Brandeis
University and J.D. from the University of Miami School of Law.
Committees of the Board of Directors
The Board of Directors has three (3) Committees: Audit, Compensation
and Key Employee Stock Option Committee.
Audit Committee. The Audit Committee of the Board of Directors acts to:
(i) acquire a complete understanding of the Company's audit functions; (ii)
review with management the finances, financial condition and interim financial
statements of the Company; (iii) review with the Company's independent
accountants the year-end financial statements; and (iv) review implementation
with the independent accountants and management any action recommended by the
independent accountants. During the fiscal year ended June 30, 2000, the Audit
Committee held several informal meetings at which the members of the Committee
discussed Committee-related business.
The Audit Committee adopted a written charter governing its actions on
April 19, 2000. The Charter of the Audit Committee of the Company appears in
full at Exhibit A of this Proxy Statement. Both members of the Company's Audit
Committee are "independent" within the definition of that term as provided by
Rule 4200(a)(14) of the listing standards of the National Association of
Securities Dealers.
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<PAGE>
The audit committee hereby states that it:
o has reviewed and discussed the audited financial statements with the
Company's management;
o has discussed with the Company's independent auditors the matters
required to be discussed by SAS 61, as may be modified or supplemented;
o has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard No. 1, as may be modified or supplemented, and has discussed
with the independent accountants the independent accountant's
independence; and
o has recommended to the Board of Directors of the Company that the
audited financial statements be included in the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 2000 for filing with
the Commission.
The Audit Committee of the Board of Directors of Moyco Technologies, Inc.:
Dr. Marvin Cravetz Dr. Irvin Paul
Compensation Committee. The members of the Compensation Committee are
Mr. Marvin Sternberg and Mr. William Woodhead. The Compensation Committee
functions include the review of compensation of the Company's 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, 2000, the
Committee held several informal meetings at which the members of the Committee
discussed Committee-related business.
Key Employee Stock Option Committee. The members of the Key Employee
Stock Option Committee are Mr. Marvin Sternberg and Mr. William Woodhead. The
Key Employee Stock Option Committee functions include the determination of
whether any employees will be granted stock options. During the fiscal year
ended June 30, 2000, the Committee held several informal meetings at which the
members of the Committee discussed Committee-related business.
Meetings of the Board of Directors; Committees
During the fiscal year ended June 30, 2000, the Board of Directors of
the Company met on one occasion. Marvin E. Sternberg, William Woodhead and Dr.
Marvin Cravetz attended this meeting. Dr. Irvin Paul did not attend this
meeting. At least twelve informal board meetings were held during the fiscal
year ended June 30, 2000 attended by Messrs. Sternberg and Woodhead.
Compensation of Directors
Directors 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 shares of the Corporation's 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
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<PAGE>
meeting are reimbursable. The exercise price of the options is 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
service as director.
Vote Required
The affirmative vote of the holders of at least a majority of the
Corporation's shares of Common Stock voting at the Annual Meeting is required
for the approval of the nominees for Directors.
THE BOARD OF DIRECTORS DEEMS THE ELECTION OF THE NOMINEES FOR DIRECTORS
TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS A
VOTE "FOR" APPROVAL OF PROPOSAL I.
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<PAGE>
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Executive Compensation
The following table provides certain information concerning all Plan
and Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation
awarded to, earned by, paid by the Corporation during the years ended June 30,
2000, 1999 and 1998 to each of the named executive officers of the Corporation.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
Long Term
Compensation Awards
-----------------------------
No. of
Securities
Restricted Underlying
Name and Principal Fiscal Other Annual Stock Options/
Position Year Salary Bonus Compensation (1) Award(s) SARs
------------------ ------ ------ ----- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Marvin E. Sternberg 2000 $306,075 0 $2,998 0 0
Chairman, 1999 289,450 0 3,614 0 0
President and 1998 265,000 0 3,750 0 0
Chief Executive
Officer
Joseph S. Sternberg 2000 $116,130 0 $2,915 0 0
Vice President and 1999 115,040 0 2,876 0 0
General Counsel 1998 103,175 0 2,804 0 0
Mark E. Sternberg 2000 $116,130 0 $2,915 0 0
Administrative Vice- 1999 110,400 0 2,760 0 0
President 1998 101,775 0 2,769 0 0
William Woodhead 2000 $102,797 0 $2,319 0 0
Secretary/Treasurer 1999 96,150 $5,000 2,400 0 0
1998 90,000 0 2,345 0 0
</TABLE>
(1) Includes contributions by the Corporation for each of the named officers to
the Corporation's 401(k)/Profit Sharing Plan.
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<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No options or stock appreciation rights were granted to the
Corporation's directors or executive officers during the fiscal year ended
June 30, 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
None of the Corporation's directors or executive officers exercised any
options or stock appreciation rights during the fiscal year ended June 30, 2000.
9
<PAGE>
Stock Option Plans
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 ("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 administered by the Corporation's stock Option Plan
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 non-employee 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 200,000 shares of Common Stock of the Corporation are
authorized for Options to be granted from time to time. Key employees, including
an employee who is an 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 these 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 shares of the Corporation's
Common stock at the market value on the date of the annual meeting for each
directors meeting they attend. Options granted to non-employee directors expire
five years form 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
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<PAGE>
with the Corporation's consent, the executor or administrate, 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 the Common Stock under each Option is the fair
market value of the Common Stock on the date 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 ten 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 ended June 30, 2000, no Options
were granted to the Corporation's officers.
Indemnification of Directors and Officers
The Pennsylvania Business Corporation Law of 1988 provides generally
that a corporation may indemnify any person who was or is a party to or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative in
nature to procure a judgment in its favor, by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the corporation as a representative of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with such suit
or proceeding, if he acted in good faith and in a manner believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reason to believe his conduct was
unlawful.
The By-Laws of the Corporation provide for indemnification of officers
and directors of the Corporation to the greatest extent permitted by
Pennsylvania law for any and all fees, costs and expenses incurred in connection
with any action or proceeding, civil or criminal, commenced or threatened,
arising out of services by or on behalf of the Corporation, provided such
officer's or director's acts is determined by a court to have constituted
willful misconduct or recklessness.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
therefore is unenforceable.
Certain Relationships and Related Transactions
No director, executive officer or any security holder owning 5% or more
of the Corporation's Common Stock had any material interest, direct or indirect,
in any business transaction of the Company during the fiscal year ended June 30,
2000, or in any such proposed transaction, except that in January 2000, the
Chief Executive Officer of the Company transferred 181,500 shares of the
Company's common stock in payment of certain legal fees owing to the Company's
counsel in the litigation with Dentsply International, Inc., which has been
incurred and recorded by the Company in the prior fiscal year. The Company
issued a promissory note in the principal amount of $257,000, to its Chief
Executive Officer, the stipulated value of the shares transferred. The note is
payable in full on December 31, 2002. Interest at the annual rate of 10% is
payable on December 31 of each year, but the Company may elect to defer payment
of interest and add it to the principal amount due.
For information concerning compensation of the Corporation's executive
officers and directors, see "MANAGEMENT -- Executive Compensation."
STOCKHOLDER PROPOSALS FOR 2001
The Corporation's Annual Meeting of Shareholders will be held on or
about December 5, 2001. 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 proposals in writing to the Corporation before August
7, 2001.
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM l0-K FOR THE FISCAL
YEAR ENDED JUNE 30, 2000 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
BE FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS WITHOUT CHARGE
UPON WRITTEN REQUEST THEREFOR SENT TO WILLIAM WOODHEAD, SECRETARY, MOYCO
TECHNOLOGIES, INC., 200 COMMERCE DRIVE, MONTGOMERYVILLE, PA 18936. Each such
request must set forth a good faith representation that as of January
4, 2001 the person making the request was the beneficial owner of shares of the
Corporation's Common Stock entitled to vote at the Annual Meeting of
Stockholders. You may also obtain a copy of the Company's Form 10-K over the
Internet from the SEC's Web Site, "WWW.SEC.GOV".
12
<PAGE>
II. OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the
Board of Directors intends to present, and knows that others will present, at
the Annual Meeting is that herein above set forth. If any other matter or
matters are properly brought before the Annual Meeting, or any adjournments
thereof, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy on such matters in accordance with their judgment.
By Order of the Board of Directors
William Woodhead, Secretary
January 5, 2001
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
13
<PAGE>
Exhibit A
MOYCO TECHNOLOGIES, INC.
Unanimous Written Consent of Directors
April 19, 2000
The undersigned, being all of the members of the Board of Directors of
Moyco Technologies, Inc., a Pennsylvania corporation (the "Corporation"), do
hereby consent to the adoption of the following resolutions in accordance with
the Bylaws of the Corporation and the Business Corporation Law:
WHEREAS, the Board of Directors has for many years had an Audit
Committee to work with the Corporation's independent certified public
accountants and to assure that the Corporation's financial accounting conforms
to the best practice and that the Corporation has in place an adequate system of
financial controls; and
WHEREAS, the Corporation is required by new rules adopted by the
Securities and Exchange Commission and as a condition to the continued listing
of its stock on the NASDAQ SmallCap Market to adopt a Charter for the Audit
Committee, in order to clarify its responsibilities and provide a framework for
its operations;
NOW, THEREFORE, be it
RESOLVED, that the following be, and is hereby, adopted as the Charter
of the Corporation's Audit Committee:
Organization
There shall be a committee of the board of directors to be known as the audit
committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member.
Statement of Policy
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the corporation, and the quality and integrity of the financial reports of the
corporation. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditors, and the financial management of the
corporation.
Responsibilities
In carrying out its responsibilities, the audit committee's policies and
procedures shall remain flexible, in order to best react to changing conditions
and to ensure to the directors and shareholders that the
<PAGE>
MOYCO TECHNOLOGIES, INC.
Unanimous Written Consent of Directors
April 19, 2000 Page 2
corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.
o Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and all the conclusion
thereof review such audit, including any comments or recommendations of
the independent auditors.
o Review with the independent auditors, the company's internal auditor,
and financial and accounting personnel, the adequacy and effectiveness
of the accounting and financial controls of the corporation, and elicit
any recommendations for the improvement of such internal control
procedures or particular areas where new or more detailed controls or
procedures are desirable. Particular emphasis shall be given to the
adequacy of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
improper. Further, the committee periodically shall review company
policy statements to determine their adherence to appropriate rules of
conduct.
IN WITNESS WHEREOF, we have executed this Unanimous Consent of
Directors this 19th day of April, 2000.
---------------------------------- ------------------------------------
Marvin E. Sternberg Irvin Paul, DDS
---------------------------------- ------------------------------------
William Q. Woodhead Marvin Cravetz, DDS
<PAGE>
MOYCO TECHNOLOGIES, INC.
Annual Meeting of Stockholders - January 31, 2001
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph S. Sternberg and Mark E.
Sternberg, and each of them, proxies, with full power of substitution to each,
to vote all shares of Common Stock of MOYCO TECHNOLOGIES, INC., owned by the
undersigned at the Annual Meeting of Stockholders of MOYCO TECHNOLOGIES, INC.,
to be held on January 31, 2001 and at any adjournments thereof, hereby revoking
any proxy heretofore given. The undersigned instructs such proxies to vote as
follows:
I. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) / / nominees listed below / /
Marvin E. Sternberg William Woodhead Irvin Paul
Marvin Cravetz Donald Gleklen Cathy Neifeld
Instruction: To withhold authority for any individual nominee,
strike a line through the nominee's name in the list above)
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 Proposal I above and
upon such other matters as may properly come before the meeting in accordance
with the best judgment of the Proxies.
Either of the proxies or their respective substitutes, who shall be
present and acting, shall have and may exercise all the powers hereby granted.
(Continued and to be signed on the reverse side)
<PAGE>
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED, IF NO CHOICE IS SPECIFIED THE PROXY WILL BE VOTED FOR EACH OF THE
NOMINEES FOR DIRECTOR.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE
SIGN AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
Dated: , 2001
---------------------------
Signature(s)
----------------------------
(Please date and sign exactly as name
appears at left. For joint accounts,
each joint owner should sign. Executors,
administrators, trustees, etc., should
also so indicate when signing.)
