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 (S)240.14a-11(c) or (S)240.14a-12
SCIENCE DYNAMICS CORPORAION
----------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________
(3) Filing Party:
______________________________________________________________________
(4) Date Filed:
______________________________________________________________________
<PAGE>
SCIENCE DYNAMICS CORPORATION
1919 Spingdale Road
Cherry Hill, NJ 08003
(856) 424-0068
______________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:30 AM,
November 15, 2000
______________________________
To the Stockholders of Science Dynamics Corporation:
You are cordially invited to attend the Annual Meeting of the Stockholders
of Science Dynamics Corporation (the "Company"), a Delaware corporation,
which will be held at the Radisson Hotel, 915 Route 73, Mount Laurel,
New Jersey, on November 15, 2000 at 10:30 A.M. for consideration of and
action upon the following matters:
I. Election of seven (7) Directors to hold office for the ensuing year and
until their successors have been duly elected and qualified; and
II. Ratification of appointment of Independent Accountants.
The Board of Directors has fixed the close of business on September 14, 2000,
as the record date for determination of holders of Common Stock of the
Company entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof. A list of stockholders and their stockholdings as of
such record date will be available to all stockholders at the time and place
of this meeting.
THE ACCOMPANYING FORM OF PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
THE COMPANY.
STOCKHOLDERS (WHETHER THEY OWN ONE OR MANY SHARES AND WHETHER THEY
EXPECT TO ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO VOTE, SIGN, DATE
AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE (a) BY NOTIFYING THE SECRETARY OF
THE COMPANY IN WRITING, (b) BY DELIVERING A DULY EXECUTED PROXY BEARING A
LATER DATE, OR (c) BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
By Order of the Board of Directors:
-----------------------------------
Joy C. Hartman, Corporate Secretary
October 18, 2000
Cherry Hill, New Jersey
<PAGE>
SCIENCE DYNAMICS CORPORATION
1919 Spingdale Road
Cherry Hill, NJ 08003
(856) 424-0068
DATED October 18, 2000
PROXY STATEMENT
This Proxy Statement is furnished with the attached Notice of Annual Meeting
and with accompanying proxy on or about October 18, 2000, to each stockholder
of record of Science Dynamics Corporation (the "Company" or "SciDyn") at the
close of business on September 14, 2000 ("Record Date"), in connection with
the solicitation of proxies by the Board of Directors to be voted at the Annual
Meeting of Stockholders of the Company to be held on November 15, 2000 at
10:30 A.M. at the Radisson Hotel, 915 Route 73, Mt. Laurel, New Jersey,
08054, and at any postponement or adjournments thereof for the purposes stated
below. The Proxy form is enclosed.
REVOCABILITY OF PROXY
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Directors. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote:
- Election of Seven (7) directors to hold office for the ensuing year and
until their successors have been duly elected and qualified; and
- Ratification of appointment of Independent Accountants.
With respect to any other matters that properly come before the meeting, the
proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
What vote is required to approve each item?
- Election of Directors. The affirmative vote of a plurality of the votes
cast at the meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of
one or more directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of
determining whether there is a quorum.
- Ratification of the Company's Independent Public Auditors. The affirmative
vote of a majority of the votes cast at the meeting is required for the
ratification of the auditors.
-1-
<PAGE>
- Other Items. If you hold your shares in "street name", through a broker or
other nominee, your broker or nominee may not be permitted to exercise
voting discretion with respect to some of the matters to be acted upon.
Thus, if you do not give your broker or nominee specific instructions,
your shares may not be voted on those matters and will not be counted in
determining the number of shares necessary for approval. Shares
represented by such "broker non-votes" will, however, be counted in
determining whether there is a quorum.
PERSONS MAKING THE SOLICITATION
The accompanying Proxy is being solicited on behalf of the Board of Directors
of the Company. In addition to mailing the proxy materials, solicitation may
be made in person or by telephone, fax, or e-mail by directors, officers or
regular employees of the Company, none of whom will receive any additional
compensation in connection with such solicitation. The expense of the
solicitation of the Proxies for the Annual Meeting will be borne by the
Company. The Company will request banks, brokers and other nominees to
forward proxy materials to beneficial owners of stock held by them and will
reimburse such banks, brokers and other nominees for their reasonable
out-of-pocket expenses in doing so.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on the record date,
September 14, 2000, are entitled to receive notice of the Annual Meeting and
to vote the shares of common stock that they held on that date at the meeting,
or any postponement or adjournment of the meeting. Each outstanding share
entitles its holder to cast one vote on each matter to be voted upon.
All stockholders as of the record date, or their duly appointed proxies, may
attend the meeting. Please note that if you hold your shares in
"street name" (that is, through a broker or other nominee), you will need to
bring a copy of a brokerage statement reflecting your stock ownership as of
the record date.
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 17,685,896 shares of common stock of the Company were
outstanding. Proxies received but marked as abstentions and broker non-votes
will be included in the calculation of the number of shares considered to be
present at the meeting.
-2-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common Stock
of the Company as of the Record Date by each person who was known by the
Company to beneficially own more than 5% of the common stock, by each
director, director nominee and executive officers, and by all directors and
executive officers as a group. Unless otherwise specifically stated, such
person has sole voting power and sole investment power with respect to such
shares.
Percent
Name and Address of of Outstanding
Beneficial Owner Number of Shares Shares (1)
-------------------------------------------------------------------------
Alan C. Bashforth, Chairman 1,500,000(2) 8.48%
Sheldon C. Hofferman, Director 2,971,121(3) 16.79%
Joy C. Hartman 210,185(4) 1.19%
(President, Chief Executive Officer,
Secretary, Treasurer and Director)
Kenneth P. Ray (Director) 36,300(5) 0.21%
Robert O'Connor 10,000(6) 0.06%
(Chief Financial Officer)
Anand Kumar (Director) 600(7) -0-
John Innes (Director Nominee) -0- -0-
L. Michael Hone (Director Nominee) -0- -0-
All Directors and Officers as 4,728,206 26.73%
a Group (8 persons)
(1) Based upon a total number of 17,685,896 shares outstanding as of
September 14, 2000.
(2) Shares in the name of Innovative Communications Technology, LTD., a
corporation, controlled by Mr. Bashforth.
(3) The total includes 2,971,121 shares owned by Golden Phoenix, LP., of
which Mr. Hofferman is General Partner.
(4) The 210,185 shares in Ms. Hartman's name include incentive options,
exercisable within sixty days of the Record Date, to acquire 155,000
shares, and 20,000 warrants, and 300 shares owned by Ms. Hartman's
children.
(5) The 36,300 shares owned by Mr. Ray include incentive options, exercisable
within sixty days of the Record Date, to acquire 30,000 shares.
(6) The 10,000 shares owned by Mr. O'Connor consist of incentive options,
exercisable within sixty days of the Record Date, to acquire 10,000
shares.
(7) Includes 600 shares owned by Mr. Kumar's spouse.
-3-
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Seven (7) directors will be elected to hold office subject to the provisions
of the Company's by-laws until the next Annual Meeting of Stockholders, and
until their respective successors are duly elected and qualified. The vote
of a majority of the votes entitled to be cast by stockholders present in
person or by proxy, is required to elect members of the Board of Directors.
The following table sets forth the name, age, position with the Company and
respective director service dates of each person who has been nominated to
be a director of the Company:
Positions(s)
Name Age With the Company Director Since
----------------------------------------------------------------------------
Alan C. Bashforth 49 Chairman of the Board 1996
of Directors.
Kenneth P. Ray 66 Incumbent Director 1990
Joy C. Hartman 51 President, Chief Executive Officer, 1991
Corporate Secretary, Treasurer,
Incumbent Director
Sheldon C. Hofferman 55 Incumbent Director 1997
Anand Kumar 54 Incumbent Director 1999
John Innes 67 Director Nominee 2000
L. Michael Hone 50 Director Nominee 2000
Business Experience of the Directors
Alan C. Bashforth, President and Chief Executive Officer of SciDyn until
January 2000, relinquished those positions and now serves as Chairman of
the Board. He also now serves as President of Cascadent Communications, a
major customer of SciDyn. Previously he was President of Innovative
Communications Technology, LTD. (ICT), a data communications company,
located in Jersey, Channel Islands, until the acquisition of the intellectual
property of ICT by SciDyn in November, 1996. Prior experience included
ownership of the CSL Group of companies from its inception in 1975. CSL is
a Communications and Computer engineering group and employed over 100 people
in 1992 when Mr. Bashforth sold the company. From 1970 to 1975,
Mr. Bashforth was employed by Automaten CI, LTD., an office equipment and
telecommunications company, in various engineering and sales positions leading
to the position of General Manager. Mr. Bashforth was educated in electronic
engineering at Mid Herts Polytechnic College in England and holds a Higher
National Diploma in Electronic Engineering. Mr. Bashforth also serves as a
Director of Satellite Media Services Ltd.
Joy C. Hartman became President and Chief Executive Officer in January 2000,
and continues to serve as, Secretary and Treasurer. Ms. Hartman joined SciDyn
in January 1982. In addition to holding these positions, other positions she
has held at SciDyn include CFO, Treasurer, corporate Secretary, and Executive
Vice President. Her prior experiences included TeleSciences, Incorporated, and
Peat Marwick Mitchell. Ms. Hartman is a graduate of The Wharton School of
Business of the University of Pennsylvania. She is a member of the Financial
Executives Institute, the National Association of Corporate Directors, and
the American Society of Corporate Secretaries.
-4-
<PAGE>
Kenneth P. Ray is President of DelRay, Inc., an active telecommunications
consulting firm. From 1964 to 1987, he was associated with ITT in various
responsible positions and in 1976 became Vice President of ITT
Telecommunications, with responsibility for engineering, marketing and sales
departments. In 1981 he became Vice President and Director of Operations for
the Transmission Division of ITT Space Communications. In January, 1987,
ITT's telecommunications group was acquired by Alcatel and Mr. Ray became
Vice President of Marketing and Development for Alcatel Network Systems.
From 1988 to 1991, he was Vice President for Technology and Business
Development for Alcatel North America, a telecommunications company.
Mr. Ray received a BSEE from Polytechnic Institute of New York in 1954 and a
Masters in Economics from North Carolina State University in 1970.
Sheldon C. Hofferman has been an Attorney and Private Investor since 1971.
Mr. Hofferman graduated from the University of Pennsylvania in 1966 and
Temple University Law School in 1971. He was in private law practice in
Washington, D.C., specializing in communications law, from 1971 to 1974. He
served as Senior Trial Attorney for the Federal Trade Commission from 1974 to
1983, and re-entered private law practice thereafter. Mr. Hofferman has also
served as General Partner of Golden Phoenix Limited Partnership, an
investment concern, since 1983.
Anand Kumar received a Ph.D. Candidacy degree in Communications and a M.S.
degree in Electrical Engineering from the University of Connecticut. He also
received a B.S. degree in Electrical Engineering (Honors) from Jadavpur
University, India. In 1980 , Mr. Kumar founded Communications Strategies
Group, a technology consulting firm serving clients in North America, Europe
and Asia, for which he continues to serve as principal. He has thirty years
of experience in the telecommunications and electronics industries including:
Executive Vice President of FaciliCom International; Washington International
Teleport - Founder and Chief Executive Officer from 1986 - 1992; General
Telephone & Electronics - Manager Marketing Services and Product Development
from 1978 - 1980.
John Innes is Chairman of ACHP a company started to meet the need of
electronic banking/funds transfer marketing and processing. He has 30 years
of experience managing, reorganizing, and financing public and private
companies. Since 1971 he has been an attorney, consultant and investor in
companies in various industries including investment banking, media, aviation,
waste management and electronic commerce. From 1992 to 1994, Mr. Innes was
Chairman of Commonwealth Associates, a New York based investment banking
firm. Mr. Innes served as Vice-Chairman of Wheeling-Pittsburgh Steel
Corporation; Managing Director of Sabre Insurance Company Limited, from
1986 - 1991; he also served as General Counsel of Gulfstream Aerospace
Corporation, from 1976 - 1986. Mr. Innes graduated from Williams College and
from Temple University Law School.
L. Michael Hone has been the President and Chief Executive Officer of
Centennial Technologies, Inc., a publicly traded company, since August 1997.
Previously he was Chairman and Chief Executive Officer of PSC, Inc., a
publicly-held manufacturer of hand-held and fixed-position laser based bar
code scanners, scan engines and other scanning products. From 1992 to 1997
Mr. Hone was director of Verax Systems, Inc., a company principally engaged
in the design of statistical process control software from; Mr. Hone also
served as director of Rochester Healthcare Information Group, Inc., a company
principally engaged in providing data processing management to the healthcare
industry; and he served as a director of Telxon, Inc. a publicly held company
principally engaged in wireless networks and mobile information systems.
Mr. Hone served as director of the Association for the Blind and Visually
Impaired, Inc., which is principally engaged in assisting the blind and
visually impaired to achieve vocational and social independence; he also
served as a director of the Boy Scouts of America, Inc., Ocean County,
New York, Council. Mr. Hone is a named inventor on six United States
patents. He attended Ohio State University where he majored in Business.
-5-
<PAGE>
General Information
Board of Directors. The Board of Directors is responsible for supervision of
the overall affairs of the Company. To assist it in carrying out its duties,
the Board has delegated certain authority to several committees. In the
opinion of the Board, each of the four outside directors (including the director
nominees) is independent of management and free of any relationship with the
Company that would interfere with his or her exercise of independent
judgement in performing the duties of a director.
The Board of Directors held five meetings during 1999. Overall and
individual attendance at the Board and committee meetings was 100 percent,
with the exception of Anand Kumar who attended 60% of the Board meetings.
Following the Annual Meeting, the Board will consist of seven directors. In
the interim between Annual Meetings, the Board has the authority under the
By-laws to increase or decrease the size of the Board.
Directors Compensation
Cash Compensation. During the Company's fiscal year ending December 31, 1999
each non-employee director received $250.00 per meeting as standard
compensation for service as directors. Directors who are employees of the
Company received no additional compensation for service as directors.
Options. Nonemployee directors may be granted stock options at the
discretion of the Board for services rendered as a director.
BOARD COMMITTEE MEMBERSHIP
NAME AUDIT COMMITTEE STOCK OPTION COMMITTEE
--------------------------------------------------------------------------
Joy C. Hartman *
Kenneth P. Ray * *
Anand Kumar *
* Member.
-6-
<PAGE>
Audit Committee
The Audit Committee is responsible for reviewing reports of the Company's
financial results, audits, internal controls, and adherence to its Business
Conduct Guidelines in compliance with federal procurement laws and
regulations. The committee recommends to the Board of Directors the selection
of the Company's outside auditors and reviews their procedures for ensuring
their independence with respect to the services performed for the Company.
The Audit Committee is composed of outside directors who are not officers or
employees of SciDyn. In the opinion of the Board, these directors are
independent of management and free of any relationship that would interfere
with their exercise of independent judgment as members of this committee.
Stock Option Committee
The Stock Option Committee during 1999 consisted of two of the board members,
Ken Ray and Joy Hartman. Its function is to oversee the Company's Incentive
Stock Option Plan. There was one meeting of the Stock Option Committee
during 1999.
Legal Proceedings
The Company is not now a party to any material litigation and no material
action against the Company has been threatened or is known to be contemplated
by any governmental agency or subdivision or any other entity.
Executive Compensation
The Company does not have a compensation committee; the Board of Directors
establishes the remuneration for the Company's Chief Executive Officer and
other executive officers and/or directors. Base salaries for the Company's
executive officers, as well as changes in such salaries, are established by
the Board of Directors, taking into account such factors as competitive
industry salaries; a subjective assessment of the nature of the position; the
contribution and experience of the officer and the length of the officer's
service.
Periodic grants of stock options. Under the stock option guidelines adopted
by the Board of Directors, stock option grants may be made to executive
officers upon initial employment and from time to time for increased
responsibility.
-7-
<PAGE>
Executive Compensation Summary Table
The following table sets forth all information concerning total compensation
earned or paid to the Company's Chief Executive Officer and the two other
most highly compensated executive officers of the Company who served in such
capacities as of December 31, 1999 for services rendered to the Company
during each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long term compensation
----------------------- --------------------------
Name and Year Salary Bonus Other Awards All
Principal ($) ($) Annual Restrict- Options/ LTIP Other
Position Compen- ed Stock SARs(#) Pay- Compensa-
sation ($) ($) outs($) tion ($)
---------- ---- ------ ----- ---------- --------- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan C. Bashforth, 1999 147,672* -0- -0- -0- -0- -0- -0-
President and 1998 160,000* -0- -0- -0- -0- -0- -0-
CEO (1) 1997 160,000* -0- -0- -0- -0- -0- -0-
1999 134,085 -0- -0- -0- -0- -0- -0-
Lyndon A.Keele 1998 134,085 -0- -0- -0- -0- -0- -0-
1997 134,085 -0- -0- -0- -0- -0- -0-
1999 113,237 -0- -0- -0- 10,000 -0- -0-
Joy C.Hartman, 1998 111,000 -0- 5,632* -0- -0- -0- -0-
EVP,CFO, SEC., 1997 101,000 -0- 4,273* -0- 20,000 -0- -0-
Treas.(3)
</TABLE>
*Mr. Bashforth's compensation is a contractual management fee.
_________
(1) Mr. Bashforth served as President and CEO of SciDyn until January 2000,
at which time he resigned these positions to become Vice-Chairman of the
Board of Directors with Mr. Lyndon Keele until Mr. Keele's retirement in
June, 2000.
(2) Mr. Keele served as Chairman of the Board of Directors of SciDyn,
sharing the position with Alan C. Bashforth from January 2000 until
Mr. Keele's retirement in June, 2000.
(3) Ms. Hartman served as Executive Vice President, Chief Financial Officer,
Secretary and Treasurer of SciDyn until her appointment as President and CEO
of SciDyn in January 2000.
In January 1996 the Board of Directors adopted a resolution whereby the then
present officers of the Corporation are protected from termination without
cause should there be a change in control or ownership of the Company by
acquisition or merger.
The employment agreements would entitle Ms. Hartman to receive up to 2.99
times her annual salary if there is a change in control of the Company (as
defined) and a termination of her employment. The maximum contingent
liability under these agreements in such event is approximately $523,250.
-8-
<PAGE>
Options Grants for Fiscal 1999
10,000 options were granted to Ms. Hartman during 1999.
AGGREGATED OPTION EXERCISES DURING FISCAL 1999
AND OPTION VALUES ON DECEMBER 31, 1999
The table below sets forth information with respect to the number and value
of exercised and unexercised options held by the named executive officers
of the Company on December 31, 1999. Ms. Hartman exercised 20,000 options
during 1999. There are no outstanding stock appreciation rights.
<TABLE>
<CAPTION>
Value of Unexercised
Name Shares Acquired Value Number of Unexercised Options In-The-Money Options
---- on Exercise Realized at December 31, 1999 at December 31, 1999
----------- -------- Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joy C. Hartman 20,000 $92,802 89,185 - $431,295 None
</TABLE>
The Company currently has no standing plans or formal arrangements for
contingent forms of compensation such as bonuses, commissions, executive stock
options, stock appreciation rights, profit sharing, pension, retirement plans
or other like benefit programs, except for the past and present Incentive
Stock Option Plan. No officer, director, or other employee consequently
received or was entitled to any form of non-cash compensation under any form
of plan described or included within Regulation S-B, Section 402(b)(1),
Reg. 228.402, Section (b)(1).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED
HEREIN
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company has appointed Peter C. Cosmas Co., CPA's as the Company's
independent accountants for the fiscal year ending December 31, 2000.
Peter C. Cosmas Co., CPA's (formerly Nemiroff, Cosmas, Titus and Cochamiro)
has served as public auditors for the Company during the entire calendar year
1999, having been re-engaged as Company auditors on December 21, 1990,
succeeding Coopers & Lybrand (which had been the Company auditors from 1985
until December 17, 1990). Peter C. Cosmas Co., CPA's previously served as
public auditors for the Company from 1981 through 1985. Services provided to
the Company and its subsidiary by Peter C. Cosmas Co., CPA's in fiscal
year 1999 included the examination of the Company's financial statements,
limited reviews of quarterly reports and services related to filings with
the Securities and Exchange Commission.
Representatives of Peter C. Cosmas Co., CPA's will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as
they may desire.
-9-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF PETER C. COSMAS CO., CPA'S AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL 2000. In the event stockholders
do not ratify the appointment, the appointment will be reconsidered by the
Board of Directors.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business that
will be presented for consideration at the annual meeting other than the
items referred to above. In the event that any other matter is properly
brought before the meeting for action by the stockholders, proxies in the
enclosed form returned to the Company will be voted in accordance with the
recommendation of the Board of Directors or, in the absence of such a
recommendation, in accordance with the judgment of the proxy holder.
ADDITIONAL INFORMATION
Stockholder Proposals for the 2001 Annual Meeting. Stockholders interested
in presenting a proposal for consideration at the Company's Annual Meeting of
Stockholders in 2001 may do so by following the procedures prescribed in Rule
14a-8 under the Securities Exchange Act of 1934 and the Company's by-laws.
To be eligible for inclusion, stockholder proposals must be received by the
Company's Corporate Secretary no later than 120 days preceding the 2001
stockholders meeting that is scheduled for June 20, 2001.
By Order of the Board of Directors:
------------------------
Joy C. Hartman
Corporate Secretary
October 18, 2000
Cherry Hill, New Jersey
-10-
<PAGE>
SCIENCE DYNAMICS CORPORATION
Annual Meeting of Stockholders - To Be Held November 15, 2000
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoint(s) Joy C. Hartman and Robert O'Connor, and
each of them, attorney, agent and proxy of the undersigned, with full power
of substitution, to vote all shares of common stock of Science Dynamics
Corporation that the undersigned would be entitled to cast if personally
present at the 2000 Annual Meeting of Stockholders of the Company, and at
any postponement or adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS
SPECIFIED, THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTOR LISTED BELOW, AND PROPOSAL NUMBER 2 ACCORDING TO THE DISCRETION OF
THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Please date, sign exactly as your name appears on the form and mail the proxy
promptly. When signing as an attorney, executor, administrator, trustee or
guardian, please give your full title as such. If shares are held jointly,
both owners must sign.
PLEASE MARK ALL CHOICES LIKE THIS X
Cut on the dotted line and return in the self addressed stamped envelope
----------------------------------------------------------------------------
The Board recommends a vote FOR items 1 and 2
(1) ELECTION OF DIRECTORS: (01) Alan C. Bashforth, (02) Joy C. Hartman,
(03) Sheldon Hofferman, (04) L. Michael Hone,
(05) John Innes, (06) Anand Kumar,
(07) Kenneth P. Ray
FOR WITHHOLD WITHHOLD authority to vote
All nominees Authority to vote for for the individual nominee(s)
(except as marked to all nominees identified in the space
the Contrary) provided below
[ ] [ ] __________________________
FOR AGAINST ABSTAIN
(2) Ratification of appointment of [ ] [ ] [ ]
Peter C. Cosmas Co., CPA's as
the Company's independent public
auditors for 2000
SIGNATURE ____________________________ DATE ___________
SIGNATURE ____________________________ DATE ___________
