<PAGE> 1
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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
WYANT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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 0-12.
(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> 2
LOGO
April 21, 1998
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend the
1998 Annual Meeting of Shareholders (the "Annual Meeting") of Wyant Corporation
(the "Company") to be held on May 28, 1998, at 11:00 a.m. local time at the
offices of the Company, 100 Readington Road, Somerville, New Jersey 08876. The
formal Notice of Annual Meeting and Proxy Statement, fully describing the
matters to be acted upon at the Annual Meeting, appear on the following pages.
The matters to be considered at the Annual Meeting are the election of
directors, the approval of the appointment of Ernst & Young LLP as the Company's
independent certified public accountants and the approval of an amendment to the
Company's Certificate of Incorporation with respect to shareholder voting
requirements for certain Board-initiated transactions.
AFTER CAREFUL CONSIDERATION, YOUR BOARD OF DIRECTORS RECOMMENDS THE
APPROVAL OF THE PROPOSALS BEING PRESENTED AT THE ANNUAL MEETING.
I urge you to thoroughly review the Proxy Statement and give these
proposals your careful attention before completing the enclosed proxy card.
Your vote is very important regardless of the number of shares you own.
Please sign each proxy card that you receive and return it as soon as possible
in the postage-paid return envelope that is provided for your convenience. The
return of your proxy card will not prevent you from voting in person but will
assure that your vote is counted if you are unable to attend the Annual Meeting.
Kindly forward your proxy card at your earliest convenience.
Sincerely yours,
Donald C. MacMartin
Chairman, President and Chief Executive Officer
<PAGE> 3
WYANT CORPORATION
100 READINGTON ROAD
SOMERVILLE, NEW JERSEY 08876
---------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 28, 1998
---------------------------------------
April 21, 1998
To the Shareholders of Wyant Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of Wyant
Corporation, a New York corporation (the "Company"), will be held on May 28,
1998, at 11:00 a.m. local time at the offices of the Company, 100 Readington
Road, Somerville, New Jersey, for the following purposes:
1. To elect seven (7) directors to serve one-year terms on the Board of
Directors.
2. To approve the appointment of Ernst & Young LLP as the Company's
independent certified public accountants for the fiscal year ending
December 31, 1998.
3. To approve the amendment of the Company's Certificate of Incorporation
to reduce the shareholder voting requirements with respect to the
approval of mergers, substantial asset sales and share exchanges.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice. Only shareholders of record at the close of
business on April 7, 1998 are entitled to notice of and to vote at the meeting
and at any continuation or adjournment thereof.
By Order of the Board of Directors
James A. Wyant
Corporate Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, YOU ARE URGED TO COMPLETE, SIGN
AND RETURN THE ENCLOSED PROXY CARD, NO POSTAGE TO BE AFFIXED IF MAILED IN THE
UNITED STATES IN THE ENVELOPE PROVIDED.
<PAGE> 4
WYANT CORPORATION
100 READINGTON ROAD
SOMERVILLE, NEW JERSEY 08876
---------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 28, 1998
---------------------------------
PROXY STATEMENT
---------------------------------
The enclosed proxy is solicited on behalf of the Board of Directors of
Wyant Corporation, a New York corporation (the "Company"), for use at its Annual
Meeting of Shareholders (the "Annual Meeting") to be held on May 28, 1998, at
11:00 a.m., at which shareholders of record on April 7, 1998 (the "Record Date")
will be entitled to vote. The meeting will be held at the offices of the
Company, 100 Readington Road, Somerville, New Jersey. (The mailing address of
the Company's New Jersey office is P.O. Box 8609, Somerville, New Jersey 08876.)
This proxy statement with the accompanying notice and proxy card and the
Company's Annual Report for the fiscal year ended December 31, 1997 will be
mailed to shareholders of record on or about April 21, 1998.
I. GENERAL
A. VOTING
Common stock of the Company, par value $.01 per share ("Common Stock"), is
the only class of stock authorized by the Company's Certificate of
Incorporation, as amended, which authorizes issuance of 6,000,000 shares of
Common Stock. Shareholders are entitled to one vote for each share of stock
held. As of April 7, 1998, there were 1,703,676 shares of Common Stock
outstanding, without taking into account the "Stock Split" as described below.
See "Company Stock Split".
A quorum, counting proxies and shares represented in person, is necessary
to the voting upon proposals proposed by the Board of Directors of the Company
and other business that may properly come before the Annual Meeting. A majority
of all outstanding shares constitutes a quorum for all purposes.
Assuming the presence of a quorum at the Annual Meeting, persons receiving
a plurality of the votes cast, in person or by proxy, at the Annual Meeting will
be elected directors under Proposal No. 1. Proposals No. 2 and 3 require the
affirmative vote of a majority of the votes cast, in person or by proxy, at the
Annual Meeting.
In accordance with New York law, abstentions are not counted in determining
the votes cast in connection with the proposals. Votes withheld in connection
with the election of one or more of the nominees for director will not be
counted as votes cast for such individuals. Shares held in street name as to
which brokers have indicated "not voted" will be counted for purposes of
determining the existence of a quorum and will not be considered as votes cast
in determining the outcome of the proposals.
B. COMPANY STOCK SPLIT
On March 27, 1998, the Board of Directors of the Company authorized a
four-for-three stock split of the Common Stock ("Stock Split") to be effectuated
in the form of a stock dividend upon the outstanding shares of Common Stock.
Each holder of record on April 28, 1998 will be entitled to receive one-third
share of Common Stock for each share of Common Stock then issued and outstanding
and held by such holder. Except as otherwise specifically set forth herein, all
references to the beneficial ownership of shares of Common Stock contained in
this Proxy Statement give effect to the adjustment of Common Stock pursuant to
the Stock Split.
<PAGE> 5
C. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND COMPANY MANAGEMENT
The following table sets forth certain information regarding the ownership
of Common Stock as of March 23, 1998 by (i) all of those known by the Company to
be owners of more than five percent (5%) of the outstanding shares of Common
Stock; (ii) each director of the Company; (iii) each of the executive officers
named below in Table I -- 1997 Summary Compensation Table under "Executive
Compensation"; and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1)(2) PERCENT OF CLASS
------------------------------------ ---------------- ----------------
<S> <C> <C>
The Wyant Voting Trusts..................................... 1,250,253(3) 55.0%
c/o Wyant & Company Inc.
1475, 32nd Avenue
Lachine, Quebec
Wyant & Company Inc......................................... 1,333,333(4) 37.0%
1475, 32nd Avenue
Lachine, Quebec
First Wilshire Securities Management, Inc................... 183,900 8.1%
600 South Lake Street
Pasadena, California
Wilen Management Company, Inc............................... 211,333 9.3%
2360 West Joppa Road
Lutherville, Maryland
Donald C. MacMartin......................................... 140,867(5) 5.9%
(Chairman of the Board & C.E.O.)
James A. Wyant.............................................. 0(3)(4) 0.0%
(Vice Chairman of the Board & Corporate Secretary)
Marc A. D'Amour............................................. 31,667(6) 1.4%
(Vice-President, Chief Financial Officer & Treasurer)
Robert E. Briggs............................................ 32,333(7) 1.4%
(A Director)
Richard J. Charles.......................................... 13,333(8) 0.6%
(A Director)
Thomas R.M. Davis........................................... 14,667(9) 0.6%
(A Director)
Nicholas A. Gallopo......................................... 14,667(10) 0.6%
(A Director)
John B. Wight............................................... 24,667(11) 1.1%
(A Director)
All Directors and Officers as a Group....................... 2,633,565(12) 72.8%
(8 Persons)
</TABLE>
- ---------------
1. In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, a person is deemed to be the beneficial owner, for the purposes of
this table, of any shares of the Company if he or she has or shares voting
or investment power with respect to such security or has the right to
acquire beneficial ownership of any shares of the Company within 60 days of
the Record Date. For purposes of calculating the percentage of outstanding
shares held by each person included in the table above, any shares which
such person has the right to acquire within 60 days of the Record Date are
deemed to be outstanding, but not for the purpose of calculating the
percentage ownership of any other person. Unless otherwise noted, the
persons as to whom the information is provided have sole voting and
investment power over the shares of the Company shown as beneficially owned.
2. These shares of Common Stock include fractional shares issued pursuant to
the Stock Split, rounded to the nearest whole number.
2
<PAGE> 6
3. These shares of Common Stock are held pursuant to certain trust agreements
for the benefit of certain Canadian corporations owned by members of the
Wyant family as follows: (i) 420,920 shares held for the benefit of Wyant &
Company Inc. (formerly known as G.H. Wood + Wyant Inc.), a Canadian
corporation owned by members of the Wyant family (hereinafter "Wyant &
Company"); (ii) 317,333 shares held for the benefit of 3287858 Canada Inc.,
a Canadian corporation wholly owned by Lynne Emond ("Lynneco"); (iii)
317,333 shares held for the benefit of Derek Wyant Holdings Inc., a Canadian
corporation wholly owned by John Derek Wyant, M.D. ("Derekco"); and (iv)
194,667 shares held for the benefit of 3323986 Canada Inc., a Canadian
corporation wholly owned by the Estate of the late Gerald W. Wyant
("Geraldco"). The shares held for the benefit of Wyant & Company, Lynneco
and Derekco are subject to a voting trust (the "First Voting Trust"), under
which James A. Wyant has sole and absolute discretion to vote and dispose of
such shares. After March 18, 2003, Wyant & Company, Lynneco and Derekco
shall each have the right to have up to ten percent of their respective
shares released from the First Voting Trust each year. The First Voting
Trust will terminate as of March 18, 2012, unless terminated earlier
pursuant to its terms. The shares held for the benefit of Geraldco are
subject to the terms of a separate voting trust (the "Second Voting Trust"),
under which James A. Wyant has sole and absolute discretion to vote such
shares. The terms of the Second Voting Trust limit the power of James A.
Wyant and Geraldco to dispose of the shares directly or indirectly, but
provide James A. Wyant with an option to purchase the shares pursuant to
terms established thereunder. The Second Voting Trust will terminate as of
March 31, 2007, unless terminated earlier pursuant to its terms. James A.
Wyant, in his capacity as voting trustee, may be deemed to be the beneficial
owner of all the shares held in the First and Second Voting Trusts but he
disclaims beneficial ownership of such shares, other than the shares held in
the First Voting Trust for the benefit of Wyant & Company.
4. These shares of Common Stock represent record ownership by Wyant & Company
of 1,333,333 shares of Class E Exchangeable Preferred Stock of Wood Wyant
Inc. ("Wood Wyant"), a wholly owned Canadian subsidiary of the Company (the
"Class E Preferred Stock"), which are exchangeable, on demand and without
additional consideration, for shares of Common Stock of the Company on a
one-for-one basis. Although Wyant & Company is the record owner of the Class
E Preferred Stock, under the terms of a written agreement among Wyant &
Company and certain of its shareholders, and by virtue of Lynneco's and
Derekco's respective interests in Wyant & Company, each of Lynneco and
Derekco is entitled to cause Wyant & Company to (i) exchange up to 111,111
shares of the Class E Preferred Stock for an equal number of shares of
Common Stock and (ii) immediately thereafter, sell such shares of Common
Stock and deliver to Derekco and Lynneco the net after-tax proceeds
resulting from such sale. Accordingly, Wyant & Company disclaims beneficial
ownership of the Class E Preferred Stock with respect to which Lynneco and
Derekco retain investment control.
5. Includes 63,334 shares subject to stock options granted under the Company's
1991 Stock Option Plan and 48,333 shares subject to stock options granted
under the Company's 1997 Stock Incentive Plan.
6. Includes 10,000 shares subject to stock options granted under the Company's
1991 Stock Option Plan and 21,667 shares subject to stock options under the
Company's 1997 Stock Incentive Plan.
7. Includes 10,000 shares subject to stock options granted under the Company's
1991 Stock Option Plan and 18,333 shares subject to stock options granted
under the Company's 1997 Stock Incentive Plan.
8. Includes 13,333 shares subject to the Non-Employee Director Options granted
to Mr. Charles on June 5, 1997.
9. Includes 13,333 shares and 1,334 shares subject to the Non-Employee Director
Options granted to Mr. Davis on November 6, 1996 and June 5, 1997,
respectively, under the Company's 1997 Stock Incentive Plan.
10. Includes 13,333 shares and 1,334 shares subject to the Non-Employee Director
Options granted to Mr. Gallopo on November 6, 1996 and June 5, 1997,
respectively, under the Company's 1997 Stock Incentive Plan.
11. Includes 9,333 shares subject to stock options granted under the Company's
1991 Stock Option Plan and 12,667 shares subject to stock options granted
under the Company's 1997 Stock Incentive Plan.
12. Includes 1,250,253 shares beneficially owned by the Wyant Voting Trusts,
1,111,111 shares of the Class E Preferred Stock beneficially owned by Wyant
& Company and 236,334 shares subject to options held by the directors and
executive officers of the Company.
3
<PAGE> 7
D. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 18, 1997, Wood Wyant purchased the business and all operating
assets and assumed the operating liabilities of Wyant & Company (the
"Acquisition"). The consideration paid by Wood Wyant to Wyant & Company
consisted of the following: (i) Cdn. $5 million (U.S. $3,667,033) financed by
Wood Wyant pursuant to two credit facilities established by the Company with
First Union National Bank; (ii) a 6% promissory note in the amount of Cdn.
$4,068,951 (U.S. $2,961,606) having a fair value of U.S. $2,798,794, which was
exchanged on August 29, 1997 for shares of Class A Preferred Stock of Wood Wyant
on the basis of one share for each Cdn. $1.00 of unpaid principal of the
promissory note, such shares having a liquidation preference of Cdn. $1.00 per
share, and which shares have a dividend rate of 4% per annum and are mandatorily
redeemable over 10 years pursuant to the terms thereof; (iii) 3,800,000 shares
of Class B Preferred Stock of Wood Wyant having a liquidation preference of Cdn.
$3,800,000 (U.S. $2,765,849) and a fair value of U.S. $2,267,900, and which
shares have a dividend rate of 3.999999% per annum and are mandatorily
redeemable over 10 years pursuant to the terms thereof; and (iv) 1,000,000
shares of Class E Preferred Stock of Wood Wyant having a fair value on March 18,
1997 of U.S. $5,000,000 and having a liquidation preference per share of one
share of Wyant Corporation Common Stock, such shares being exchangeable at any
time for Wyant Corporation Common Stock on a share for share basis and being
entitled to dividends equivalent, on a per share basis, to any dividends paid by
Wyant Corporation on its Common Stock.
In connection with the Acquisition, as consideration for the sale of the
net operating assets of Wyant & Company, (i) James A. Wyant, Vice Chairman of
the Board and Corporate Secretary of the Company and a shareholder of Wyant &
Company, received from Wood Wyant, directly or indirectly, Cdn. $600,000 (U.S.
$437,956) in cash, 568,951 shares of Class A Preferred Stock after the exchange
of the promissory note, 3,800,000 shares of Class B Preferred Stock and 833,334
shares of Class E Preferred Stock, (ii) Gerald W. Wyant, James A. Wyant's father
and a director of the Company until his death on January 12, 1998, received from
Wood Wyant, directly or indirectly, Cdn. $2,400,000 (U.S. $1,751,825) in cash
and (iii) the siblings of James A. Wyant, as shareholders of Wyant & Company,
received from Wood Wyant, directly or indirectly, an aggregate of Cdn.
$2,000,000 (U.S. $1,459,854), 3,500,000 shares of Class A Preferred Stock and
166,666 shares of Class E Preferred Stock.
The Acquisition was negotiated on behalf of the Company by a special
committee composed of disinterested members of the Board of Directors. The
special committee, which engaged a financial advisor, Houlihan, Lokey, Howard &
Zukin, Inc. ("Houlihan Lokey"), and legal counsel, concluded that the terms and
conditions of the Acquisition were fair to the Company's shareholders and that
the consummation of the Acquisition on such terms and conditions was in the
interests of the Company's shareholders. Houlihan Lokey rendered its opinion
setting forth its view that the Acquisition was fair from a financial point of
view to the Company's shareholders. The Acquisition was approved by the
shareholders of the Company at a special meeting of such shareholders that took
place on March 17, 1997.
Pursuant to an employment agreement with Wood Wyant, James A. Wyant serves
as Vice Chairman of Wood Wyant and receives an annual base salary of Cdn.
$215,000 (U.S. $155,295), subject to annual increases based on the increase, if
any, in the Consumer Price Index of Canada, bonus compensation and certain other
benefits. Unless it is terminated earlier pursuant to its terms, such employment
agreement will expire on December 31, 2001, subject to extension on a
year-to-year basis thereafter. Mr. Wyant also serves as Vice Chairman of the
Board of the Company and was appointed Corporate Secretary of the Company on
March 17, 1997.
On June 25, 1997, the Corporation's Board, acting on the recommendation of
a Special Subcommittee of the Compensation Committee of the Board, unanimously
approved the sale at current market price of 11,200 shares of Common Stock held
in treasury to the Chairman, President and Chief Executive Officer for a total
consideration of $49,000.
During 1997, the law firm of McCarthy Tetrault has provided legal services
to the Company and Wood Wyant. Thomas R.M. Davis, a director of the Company, is
a member of the law firm of McCarthy Tetrault.
The information contained in this section D does not reflect the Stock
Split.
4
<PAGE> 8
E. EXECUTIVE COMPENSATION
I. SUMMARY COMPENSATION TABLES
The following table summarizes compensation earned in 1997, 1996 and 1995
by the Chief Executive Officer and the only other executive officers whose 1997
salary and bonus exceeded $100,000 (the "named officers").
TABLE I
1997 SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NUMBER OF
SHARES
ALL OTHER COVERED BY OTHER
ANNUAL STOCK LONG-TERM
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS COMPENSATION OPTIONS(1) COMPENSATION
- ---------------------------- ---- ------ ----- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
DONALD C. MACMARTIN(2)................... 1997 $245,582 $56,484 -0- 55,000 -0-
Chairman and Chief Executive Officer 1996 -0- -0- -0- 47,000 -0-
1995 -0- -0- -0- 8,000 -0-
GERALD W. WYANT.......................... 1997 237,000 -0- -0- -0- -0-
Chairman Emeritus 1996 -0- -0- -0- -0- -0-
1995 -0- -0- -0- -0- -0-
JAMES A. WYANT(2)........................ 1997 155,295 19,024 -0- -0- -0-
Vice-Chairman and Corporate Secretary 1996 -0- -0- -0- -0- -0-
1995 -0- -0- -0- -0- -0-
ROBERT E. BRIGGS......................... 1997 158,461 25,000 -0- 25,000 -0-
President, Wyant Health Care Division 1996 47,767 12,500 -0- 10,000 -0-
1995 -0- -0- -0- -0- -0-
MARC A. D'AMOUR(2)....................... 1997 122,791 22,265 -0- 25,000 -0-
Vice-President, Chief Financial Officer 1996 -0- -0- -0- 10,000 -0-
and Treasurer 1995 -0- -0- -0- -0- -0-
</TABLE>
- ---------------
(1) The number of shares referred to in Table I do not reflect the Stock Split.
(2) Compensation payments to Messrs. Donald C. MacMartin, James A. Wyant and
Marc A. D'Amour were made in Canadian dollars and, accordingly, such
payments have been converted to United States dollars using an average of
the exchange rates in effect during 1997 of U.S. $1.00 = Cdn. $1.3844.
On September 23, 1997, the Corporation's Board, acting on the
recommendation of a Special Subcommittee of the Compensation Committee of the
Board, unanimously approved a Cdn. $300,000 loan from Wood Wyant to Donald C.
MacMartin, the Corporation's Chairman, President and Chief Executive Officer.
Mr. MacMartin absented himself from the meeting. Interest is payable annually at
prevailing commercial market rates and principal is payable over a ten year
period.
The following tables identify 1997 fiscal-year option grants and exercises
by the named officers and reports a valuation of their options.
TABLE 2
1997 INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
NO. OF OPTIONS POTENTIAL REALIZED
SECURITIES GRANTED TO VALUE AT ASSUMED
UNDERLYING EMPLOYEES EXERCISE ANNUAL RATE OF STOCK
OPTIONS IN FISCAL PRICE EXPIRATION PRICE APPRECIATION FOR
NAME GRANTED(1) YEAR ($/SH) DATE OPTION TERM
---- ---------- ---------- -------- ---------- -----------------------
5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Donald C. MacMartin.................... 20,000 14.2% 5.75 11/06/07 72,450 182,850
Robert E. Briggs....................... 10,000 4.00 08/14/07 25,200 63,600
10,000 14.2% 5.75 11/06/07 36,225 91,425
Marc A. D'Amour........................ 5,000 4.75 05/01/07 14,963 37,763
10,000 10.6% 5.75 11/06/07 36,225 91,425
</TABLE>
- ---------------
(1) The number of securities referred to in Table 2 do not reflect the Stock
Split.
5
<PAGE> 9
TABLE 3
1997 STOCK OPTIONS TABLE
<TABLE>
<CAPTION>
NUMBER OF SHARES COVERED VALUE OF UNEXERCISED
NUMBER BY UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
OF SHARES VALUE DECEMBER 31, 1997 (1) December 31, 1997 (2)
ACQUIRED REALIZED --------------------------- ---------------------------
NAME ON EXERCISE $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
$ $
<S> <C> <C> <C> <C> <C> <C>
Donald C. MacMartin................. -0- -0- 73,750 36,250 32,813 25,938
Robert E. Briggs.................... -0- -0- 11,250 23,750 4,688 34,063
Marc A. D'Amour..................... -0- -0- 17,500 17,500 13,750 15,000
</TABLE>
- ---------------
(1) The number of shares referred to in Table 3 do not reflect the Stock Split.
(2) Based on the price of $6.50 per share, the closing price of the shares on
Nasdaq on December 31, 1997.
II. REPORT OF THE COMPENSATION COMMITTEE
The Company's executive compensation program is based upon creating
shareholder value. All executive activities including Company strategic
planning, management initiatives and overall financial performance are focused
on increasing shareholder value. The Compensation Committee of the Board has
established a program to:
- Reward executives for long-term strategic management and the enhancement
of shareholder value.
- Integrate compensation programs with the Company's annual and long-term
strategic planning.
- Support a performance-oriented environment that rewards performance not
only with respect to Company goals but also Company performance as
compared to industry performance levels.
The total compensation program consists of both cash and equity-based
compensation. The Compensation Committee determines the level of salary and
bonuses, if any, for key executive officers based upon competitive norms. Actual
salary changes are based upon performance.
Long-term incentives are provided through the issuance of stock options,
pursuant to the Company's 1991 Stock Option Plan and 1997 Stock Incentive Plan.
The 1997 Stock Incentive Plan also permits the granting of other types of
stock-based awards. The Board has the power, subject to the provisions of these
plans, and utilizing recommendations received from the Stock Option Committee,
to determine the persons to whom and the dates on which awards will be granted,
the number of shares subject to each award and the term and other conditions
applicable to each award.
Compensation Committee
Donald C. MacMartin (Chair)
Richard J. Charles
Thomas R.M. Davis
John B. Wight
III. EMPLOYMENT AGREEMENT WITH NAMED EXECUTIVE OFFICER
During 1997, the Company had an employment agreement with Gerald W. Wyant,
pursuant to which Mr. Wyant served as Chairman Emeritus of the Company and
received an annual base salary of U.S. $237,000 and certain other benefits. This
employment agreement was terminated on January 12, 1998 upon Mr. Wyant's death.
6
<PAGE> 10
IV. PERFORMANCE GRAPH
Set forth below is a line graph comparing cumulative total shareholder
return, over five years, upon an investment in the Common Stock with
(artificially aggregated) an equivalent investment in (a) NASDAQ market
companies (U.S.), and (b) those in NASDAQ's Paper and Allied Products index.
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
Wyant Corporation
Prepared by the Center for Research in Security Prices
Produced on 03/24/98 including data to 12/31/97
logo:
Legend
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- --------- ----------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
_________ Wyant Corporation 100.0 119.0 138.1 131.0 88.1 123.8
- --- - ---* Nasdaq Stock Market (US Companies) 100.0 114.8 112.2 158.7 195.2 239.6
- --------- NASDAQ Stocks (SIC 2600-2699 US Companies)
O Paper and allied prodcuts 100.0 111.0 119.5 130.4 168.5 225.0
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to 100.0 on 12/31/92.
V. STANDING COMMITTEES OF THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors has no Nominating Committee, but the Board
as a whole nominates director candidates.
The Board met twelve times in 1997 to review financial information, matters
relating to the Acquisition and general matters in respect of the Company's
business.
The Executive Committee, comprised of Donald C. MacMartin, Thomas R.M.
Davis, Nicholas A. Gallopo, Gerald W. Wyant and James A. Wyant, met four times
in 1997 to review financial information, the 1998 Budget and strategic business
issues.
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<PAGE> 11
The Audit Committee, comprised of Richard J. Charles, Nicholas A. Gallopo,
John B. Wight and James A. Wyant, met three times during 1997 to review
financial reporting matters and to discuss audit, internal control, information
technology and other matters.
The Compensation Committee, comprised of Richard J. Charles, Thomas R.M.
Davis, Donald C. MacMartin and John B. Wight, met six times during 1997 to
consider compensation principles and practices and the amounts to be paid to
officers and senior employees.
The Stock Option Committee, comprised of Richard J. Charles, Thomas R.M.
Davis and Nicholas A. Gallopo, met four times during 1997 to consider the grants
of options to employees of the Company.
Donald C. MacMartin serves on the Compensation Committee of the Board and
is also an executive officer of the Company. However, Mr. MacMartin does not
participate in any decisions of the Compensation Committee concerning his own
compensation.
During 1997, except for Gerald W. Wyant, all directors of the Company
attended 75% or more of the meetings of the Board of Directors and the
committees on which they served. Mr. Wyant attended less than 75% of the Board
meetings because of ill health.
VI. COMPENSATION OF DIRECTORS
During 1997, each director of the Company who was not an employee of the
Company received an annual director's fee of $8,000 paid in equal quarterly
installments. In addition, under the Company's 1997 Stock Incentive Plan,
options to purchase Common Stock at $4.375 per share were awarded during 1997 to
the following directors: Richard J. Charles (10,000 shares), Thomas R.M. Davis
(1,000 shares) and Nicholas A. Gallopo (1,000 shares). Under this plan, each new
non-employee director of the Company receives an option to purchase 10,000
shares of Common Stock upon joining the Company's Board of Directors and each
continuing non-employee director receives an option to purchase 1,000 shares of
Common Stock for each year of service on the Board. The exercise price of each
such option is equal to the fair market value of the covered shares at the time
the option is granted.
Separately, on November 6, 1997, John B. Wight, a director, was awarded an
option to purchase 4,000 shares of Common Stock at $5.75 per share under the
Company's 1997 Stock Incentive Plan.
The number of shares referred to in this section E (VI) do not reflect the
Stock Split.
F. RELATED DIRECTORS
During 1997, Gerald W. Wyant and his son, James A. Wyant, were directors of
the Company.
G. REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this statement has the
power to revoke it at any time before its exercise. It may be revoked by filing
with the Secretary of the Company at the Company's principal executive office an
instrument of revocation or a duly executed proxy bearing a later date or by a
proxy holder attending the Annual Meeting and voting in person.
H. SOLICITATION OF PROXIES
It is estimated that the costs associated with proxy solicitation will be
approximately $20,000. The Company will bear the entire cost of solicitation,
including preparation, assembly, printing and mailing of this proxy statement,
the proxy and any additional material furnished to shareholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
for forwarding of such material to beneficial owners. The Company may reimburse
such persons for their forwarding costs. Original solicitation of proxies by
mail may be supplemented by telephone, telegram or personal solicitation by
directors, officers or employees of the Company. No additional compensation will
be paid for any such services.
I. SHAREHOLDER PROPOSALS FOR 1999
Proposals of the shareholders that are intended to be presented at the
Company's 1999 Annual Meeting of Shareholders must be received by the Company
not later than January 4, 1999 in order to be included in the proxy statement
and proxy relating to that meeting.
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<PAGE> 12
J. THE COMPANY'S ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as filed with the Securities and Exchange Commission, may be
obtained by writing to the Corporate Secretary of the Company.
II. MANAGEMENT PROPOSALS
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Seven directors are to be elected by the shareholders at the Annual
Meeting, each for a one-year term. The Company's directors hold office until the
next Annual Meeting of Shareholders and until successors are elected and have
been qualified or until death, resignation or removal.
Set forth below is information as of March 23, 1998 regarding the Board's
nominees for election, each of whom has agreed to serve if elected.
ROBERT E. BRIGGS, AGE 53, a director since 1997 and candidate for director,
has been the President of Wyant Health Care since May 1997. He joined the
Company as Vice President of Operations in August 1996. Prior to that, Mr.
Briggs was the Director of Operations for American White Cross from 1993 to
1996. He started his career with Johnson & Johnson, spending 26 years in
increasingly important roles and held a number of positions including Director
of Operations for the Johnson & Johnson Film and Finishing Operations.
RICHARD J. CHARLES, AGE 67, a director since 1997 and candidate for
director, was a director of Wyant & Company, an affiliate of the Company, from
1995 to March 1997. He has been Vice President -- Customer Service and
Subsidiaries of the Paper Converting Machine Company of Green Bay, Wisconsin for
16 years.
THOMAS R.M. DAVIS, AGE 50, a director since 1996 and candidate for
director, was counsel to Wyant & Company from 1987 to March 1997 and to Wood
Wyant, the Company's wholly owned Canadian subsidiary, since March 1997 and has
been a partner in the Canadian law firm of McCarthy Tetrault since 1980.
NICHOLAS A. GALLOPO, AGE 65, a director since 1996 and candidate for
director, is a consultant and Certified Public Accountant. He retired as a
partner of Arthur Andersen LLP in 1995 after 31 years with the firm. He also
served as a director of Neuman Drug Company in 1995 and 1996.
DONALD C. MACMARTIN, AGE 55, a director since 1995, was President of Wyant
& Company from 1994 until March 1997 and became Chairman, President and Chief
Executive Officer of Wood Wyant in March 1997. Prior to that, he was President
of Canstar Sports Inc. of Montreal, Quebec from 1992 to 1994 and President of
Corby Distilleries Ltd. of Montreal, Quebec from 1989 to 1992. Since 1996, Mr.
MacMartin has served as the Company's Chief Executive Officer and the Chairman
of the Board of Directors and, in addition since 1997, as its President.
JOHN B. WIGHT, AGE 72, a director since 1995, is a Canadian Chartered
Accountant. He was a director of Wyant & Company from 1988 until March 1997.
JAMES A. WYANT, AGE 45, a director since 1990, has served as Vice Chairman
of the Board of Directors since 1995 and was appointed Corporate Secretary of
the Company in March 1997. He was President and a director of Wyant & Company
from 1986 until 1994, subsequently served as Vice Chairman of the Board of
Directors until March 1997 and became President and Secretary of Wyant & Company
in March 1997. Mr. Wyant has also been a director and Vice Chairman of the Board
of Directors of Wood Wyant since March 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
EACH OF THE NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE
THE PROXIES THEY RECEIVE FOR THOSE NOMINEES.
PROPOSAL NO. 2
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Ernst & Young LLP,
independent certified public accountants (the "Auditors"), to audit the accounts
and certify the financial statements of the Company for the fiscal year ending
December 31, 1998. The appointment shall continue at the pleasure of the Board
of Directors, subject to the approval by the shareholders. The Auditors have
acted as auditors of the Company since 1997.
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<PAGE> 13
The Board of Directors expects that one or more representatives of the
Auditors will be present at the meeting. The Auditors will then be given the
opportunity to make a statement and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL
OF THE APPOINTMENT OF PROPOSAL NO. 2. UNLESS OTHERWISE INSTRUCTED, THE PROXY
HOLDERS WILL VOTE THE PROXIES THEY RECEIVE IN FAVOR OF PROPOSAL NO. 2.
PROPOSAL NO. 3
APPROVAL OF AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
The Board of Directors intends to amend the Company's shareholder voting
requirements with respect to the approval of plans of merger or consolidation,
sales of all or substantially all of the assets of the Company, and share
exchanges. The primary reason for the amendment of such shareholder voting
requirements is to enable the shareholders of the Company to approve certain
board-initiated changes by the vote of the holders of a majority of all
outstanding shares entitled to vote thereon, as opposed to the vote of
two-thirds of all outstanding shares entitled to vote thereon.
If the proposed amendment to the Certificate of Incorporation is adopted,
James A. Wyant, who has the power to vote 55.0% of the outstanding shares of
Common Stock, and, upon exercise of his rights under shares of Class E Preferred
Stock of Wood Wyant Inc., 71.7% of the outstanding shares of Common Stock, will
be able to effect certain board-initiated changes to the Company without further
action by any other shareholder. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND COMPANY MANAGEMENT."
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote is sufficient for the adoption of the amendment
to the Certificate of Incorporation to amend the shareholder voting
requirements. Consequently, any shares not voted (whether by abstention or
broker non-votes) have the same effect as votes against the amendment to the
Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL
OF THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION. UNLESS OTHERWISE
INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES THEY RECEIVE IN FAVOR OF
PROPOSAL NO. 3.
By Order of the Board of Directors
-------------------------------------------
Chairman, President and
Chief Executive Officer
Somerville, New Jersey
April 21, 1998
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<PAGE> 14
LOGO
(WYANT CORPORATION)
This Proxy is Solicited by the Board of Directors
for the Annual Meeting of Shareholders on May 28, 1998
The undersigned, revoking all prior proxies, hereby appoints James A.
Wyant and John B. Wight, or each or either of them with full power of
substitution, as proxy or proxies of the undersigned, to vote all shares of
common stock of WYANT CORPORATION that the undersigned would be entitled to
vote if personally present at the Annual Meeting of Shareholders of WYANT
CORPORATION to be held on May 28, 1998, at 11:00 A.M. local time, at the
offices of Wyant Corporation, 100 Readington Road, Somerville, New Jersey, or
any adjournments or postponements thereof, including, without limiting such
general authorization, the following proposals described in the accompanying
Proxy Statement:
P 1. Election of Directors
Nominees: Robert E. Briggs, Richard J. Charles, Thomas R.M. Davis,
Nicholas A. Gallopo, Donald C. MacMartin, John B. Wight, James A.
Wyant.
FOR WITHHELD For, except vote
[ ] [ ] withheld from the
following nominee(s)
R ____________________
____________________
____________________
O 2. Approval of appointment of Ernst & Young LLP as independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
X 3. Approval of amendment FOR AGAINST ABSTAIN
of Company's Certificate [ ] [ ] [ ]
of Incorporation to reduce
shareholder voting requirements for
approval of mergers, substantial asset
sales and share exchanges.
4. Such other matters as may properly come before |------------------------|
Y the meeting or any adjournments thereof. | Please mark your |
| [X] vote as in this |
| example. |
(Continued and to be signed on reverse side) |------------------------|
<PAGE> 15
(Continued from other side)
[ ] I plan to attend the Annual Abstentions will be counted for
Meeting on May 28, 1998 purposes of determining whether a
(change of address/comments) quorum is present. With respect to
the votes represented in Proposals 1,
2 and 3 above, votes withheld or
abstentions will not be counted in
connection with the approval of the
matter. This proxy is being solicited
by the management of Wyant Corporation
____________________________________ and will be voted as specified. If not
otherwise specified, this proxy will
____________________________________ be voted for the election of directors
and for Proposals 2 and 3.
___________________________________
The undersigned agrees that said
_ _ proxies may vote in accordance with
| | their discretion with respect to any
other matters that may properly come
before the meeting. The undersigned
instructs such proxies to vote as
|_ _| directed on the reverse side.
Dated:__________________________, 1998
_____________________________________
Signature of Shareholder(s)
_____________________________________
Signature of Shareholder(s)
This proxy should be dated, signed by
the shareholder(s) and returned
promptly in the enclosed envelope.
Persons signing in a fiduciary
capacity should so indicate.
