<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>
[ ] 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 Section 240.14a-11(c) or Section 240.14a-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(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:
Common Shares of $.01 par value
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
2,270,617 Common Shares
------------------------------------------------------------------------
(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:
Wyant Corporation
------------------------------------------------------------------------
(4) Date Filed:
April 19th, 2000
------------------------------------------------------------------------
<PAGE> 2
LOGO
April 25, 2000
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend the
2000 Annual Meeting of Shareholders (the "Annual Meeting") of Wyant Corporation
("Wyant") to be held on Thursday, May 25, 2000, at 10:00 a.m. local time at the
Montreal Airport Hilton Hotel, 12505 Cote de Liesse Road, Dorval, Quebec, Canada
H9P 1B7. 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 and the ratification of the appointment of Ernst & Young LLP as
Wyant's independent certified public accountants.
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 accompanying 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,
/s/ Donald C. MacMartin
-----------------------------------
Donald C. MacMartin
Chairman, President and Chief
Executive Officer
<PAGE> 3
WYANT CORPORATION
1170 U.S. HIGHWAY 22 EAST
SUITE 203
BRIDGEWATER, NEW JERSEY 08807
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
------------------------
April 25, 2000
TO THE SHAREHOLDERS OF WYANT CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Wyant
Corporation, a New York corporation ("Wyant"), will be held on Thursday, May 25,
2000, at 10:00 a.m. local time at the Montreal Airport Hilton Hotel, 12505 Cote
de Liesse Road, Dorval, Quebec, Canada H9P 1B7, to consider and vote upon:
1. A proposal to elect seven (7) directors to serve one-year
terms on the Board of Directors.
2. A proposal to ratify the appointment of Ernst & Young LLP as
Wyant's independent certified public accountants for the fiscal year
ending December 31, 2000.
3. Any other business as may properly come before the Annual
Meeting or any adjournments 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 10, 2000 are entitled to notice of and to vote at the Annual
Meeting and at any adjournments thereof.
By Order of the Board of
Directors,
/s/ James A. Wyant
-------------------------------
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
1170 U.S. HIGHWAY 22 EAST
SUITE 203
BRIDGEWATER, NEW JERSEY 08807
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
------------------------
PROXY STATEMENT
------------------------
GENERAL
This Proxy Statement is being furnished to the shareholders of Wyant
Corporation, a New York corporation ("Wyant"), in connection with the
solicitation by the Board of Directors of Wyant (the "Board of Directors") of
proxies in the accompanying form for use at its Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Thursday, May 25, 2000, at 10:00 a.m. local
time at the Montreal Airport Hilton Hotel, 12505 Cote de Liesse Road, Dorval,
Quebec, Canada H9P 1B7, and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting. This Proxy Statement and the
accompanying Notice of Annual Meeting, form of proxy and Annual Report of Wyant
for its fiscal year ended December 31, 1999 (the "Annual Report") are being
mailed to Wyant shareholders on or about April 25, 2000.
Only shareholders of record at the close of business on April 10, 2000
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting
or any adjournments thereof. On the Record Date, there were approximately 700
holders of record and there were 2,270,617 shares of common stock of Wyant, par
value $.01 per share (the "Common Stock"), issued and outstanding. Each holder
of Common Stock is entitled to one vote per share upon all matters to be acted
upon at the Annual Meeting.
VOTE REQUIRED
Assuming a quorum is present at the Annual Meeting,
(1) the affirmative vote by the holders of a plurality of the
shares of Common Stock entitled to vote at the Annual Meeting cast, in
person or by properly executed proxy, will be required to act on the
election of directors, and
(2) the affirmative vote by the holders of a majority of the
shares of Common Stock entitled to vote at the Annual Meeting cast, in
person or by properly executed proxy, will be required to ratify the
appointment of Ernst & Young LLP as Wyant's independent certified public
accountants for the fiscal year ending December 31, 2000.
QUORUM; EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
Pursuant to Wyant's By-laws, the presence, in person or by properly
executed proxy, of the holders of a majority of the outstanding shares of Common
Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum
at the Annual Meeting. Abstentions and broker non-votes will be included in
determining whether a quorum is present and will have no effect on determining
whether the proposals to be considered at the Annual Meeting have been approved.
<PAGE> 5
VOTING AND REVOCATION OF PROXIES
Shareholders of record on the Record Date are entitled to cast their
votes, in person or by properly executed proxy, at the Annual Meeting. A proxy,
in the accompanying form, which is properly executed, duly returned to Wyant and
not revoked, will be voted in accordance with the instructions contained
therein. If no specification is indicated on the proxy, the shares of Common
Stock represented thereby will be voted FOR (1) the election of the persons
nominated herein as directors, (2) the ratification of Ernst & Young LLP as
Wyant's independent certified public accountants for the fiscal year ending
December 31, 2000 and (3) the approval of such other business as properly may
come before the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before the proxy is voted by (1) filing with the
Corporate Secretary of Wyant, at or before the Annual Meeting, a written notice
of revocation bearing a date later than the proxy, (2) duly executing a
subsequent proxy relating to the same shares and delivering it to the Corporate
Secretary of Wyant at or before the Annual Meeting or (3) attending the Annual
Meeting and voting in person (although attendance at the Annual Meeting will not
in and of itself constitute a revocation of a proxy).
The Board of Directors is not aware of any business to be acted upon at
the Annual Meeting other than as described in this Proxy Statement. If, however,
other matters are properly brought before the Annual Meeting, or any
adjournments thereof, the persons appointed as proxies or their substitutes will
have the discretion to vote or act thereon according to their best judgment and
applicable law unless the proxy indicates otherwise.
PROXY SOLICITATION
The costs of soliciting proxies in the accompanying form will be paid by
Wyant. Costs of solicitation include preparation, printing and mailing of the
Notice of Annual Meeting and form of proxy, this Proxy Statement and the Annual
Report. In addition to solicitation by mail, proxies also will be solicited by
the executive officers and regular employees of Wyant, without additional
compensation, personally, by telephone or by telecopy. Arrangements will be made
with brokerage firms and other custodians, nominees and fiduciaries for proxy
materials to be sent to their principals, and Wyant will reimburse such persons
for their reasonable expenses in so doing.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
(1) THE ELECTION OF THE PERSONS NOMINATED HEREIN AS DIRECTORS AND (2) ERNST &
YOUNG LLP AS WYANT'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2000.
2
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND WYANT MANAGEMENT
The following table sets forth certain information regarding the
ownership of Common Stock as of the Record Date by (1) all of those known by
Wyant to be beneficial owners of more than five percent (5%) of the outstanding
shares of Common Stock; (2) each director of Wyant, (3) each of the executive
officers named in Table I -- 1999 Summary Compensation Table under "Election of
Directors -- Executive Compensation -- Summary Compensation Tables;" and (4) all
executive officers and directors of Wyant as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) PERCENT OF CLASS
- ------------------------------------ ------------------------- ----------------
<S> <C> <C>
The Wyant Voting Trusts.......................... 1,250,252(2) 55.1%
c/o Wyant & Company Inc.
1475, 32nd Avenue
Lachine Quebec
Wyant & Company Inc.............................. 1,343,333(3) 37.2%
1475, 32nd Avenue
Lachine, Quebec
First Wilshire Securities Management, Inc........ 145,584 6.4%
600 South Lake Street,
Pasadena, California
Wilen Management Company, Inc.................... 185,183 8.2%
2360 West Joppa Road
Lutherville, Maryland
Donald C. MacMartin.............................. 209,268(4) 8.7%
(Chairman of the Board, President & Chief
Executive Officer)
James A. Wyant................................... 0(2)(3) 0.0%
(Vice Chairman of the Board & Corporate
Secretary)
Marc A. D'Amour.................................. 54,169(5) 2.3%
(Vice-President, Chief Financial Officer &
Treasurer)
Robert E. Briggs................................. 50,669(6) 2.2%
(A Director)
Richard J. Charles............................... 16,002(7) 0.7%
(A Director)
Thomas R.M. Davis................................ 19,336(8) 0.8%
(A Director)
Nicholas A. Gallopo.............................. 17,336(9) 0.8%
(A Director)
John B. Wight.................................... 35,335(10) 1.5%
(A Director)
All Directors and Officers as a Group............ 2,773,478(11) 75.0%
(8 Persons)
</TABLE>
- ---------------
3
<PAGE> 7
1. In accordance with Rule 13d-3 under the Securities Exchange Act of 1934
(the "Exchange Act"), a person is deemed to be the beneficial owner, for
the purposes of this table, of any shares of Wyant 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 Wyant 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 Wyant shown as beneficially owned.
2. 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., a Canadian corporation owned by members of the Wyant family
("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) 194,666 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.
3. These shares of Common Stock include record ownership by Wyant & Company of
1,333,333 shares of Class E Exchangeable Preferred Stock of Wood Wyant Inc.
(the "Class E Preferred Stock"), which are exchangeable, on demand and
without additional consideration, for shares of Common Stock of Wyant 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.
4. Includes 73,334 shares subject to stock options granted under Wyant's 1991
Stock Option Plan and 73,334 shares subject to stock options granted under
Wyant's 1997 Stock Incentive Plan.
5. Includes 13,334 shares subject to stock options granted under Wyant's 1991
Stock Option Plan and 33,335 shares subject to stock options granted under
Wyant's 1997 Stock Incentive Plan.
6. Includes 13,334 shares subject to stock options granted under Wyant's 1991
Stock Option Plan and 33,335 shares subject to stock options granted under
Wyant's 1997 Stock Incentive Plan.
7. Includes 16,002 shares subject to the Non-Employee Director Options granted
to Mr. Charles under Wyant's 1997 Stock Incentive Plan.
4
<PAGE> 8
8. Includes 17,336 shares subject to the Non-Employee Director Options granted
to Mr. Davis under Wyant's 1997 Stock Incentive Plan.
9. Includes 17,336 shares subject to the Non-Employee Director Options granted
to Mr. Gallopo under Wyant's 1997 Stock Incentive Plan.
10. Includes 10,667 shares subject to stock options granted under Wyant's 1991
Stock Option Plan and 18,668 shares subject to stock options granted under
Wyant's 1997 Stock Incentive Plan.
11. Includes 1,250,252 shares beneficially owned by the Wyant Voting Trusts,
10,000 shares beneficially owned by Wyant & Company, 1,111,111 shares of
the Class E Preferred Stock beneficially owned by Wyant & Company and
320,015 shares subject to options held by the directors and executive
officers of Wyant.
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
NOMINEES
Seven directors are to be elected by the shareholders at the Annual
Meeting, each for a one-year term. Wyant'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 the Record Date regarding the
nominees of the Board of Directors for election, each of whom has agreed to
serve if elected. All of the nominees are currently directors of Wyant and were
elected at Wyant's last annual meeting of shareholders.
ROBERT E. BRIGGS, AGE 55, a director since 1997 and candidate for
director, is a consultant and was President of Wyant's Health Care Division from
May 1997 until its sale in July 1999. He joined Wyant 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 69, a director since 1997 and candidate for
director, was a director of Wyant & Company, an affiliate of Wyant, 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 18 years.
THOMAS R.M. DAVIS, AGE 52, a director since 1996 and candidate for
director, was counsel to Wyant & Company from 1987 to March 1997 and to Wood
Wyant Inc., Wyant's wholly owned Canadian subsidiary ("Wood Wyant"), since March
1997 and has been a partner in the Canadian law firm of McCarthy Tetrault since
1980.
NICHOLAS A. GALLOPO, AGE 67, 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 57, a director since 1995 and candidate for
director, 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 Wyant's Chief Executive
Officer and the Chairman of the Board of Directors and, in addition since 1997,
as its President.
5
<PAGE> 9
JOHN B. WIGHT, AGE 74, a director since 1995 and candidate for director,
is a Canadian Chartered Accountant. He was a director of Wyant & Company from
1988 to March 1997.
JAMES A. WYANT, AGE 47, a director since 1990 and candidate for director,
has served as Vice Chairman of the Board of Directors since 1995 and was
appointed Corporate Secretary of Wyant 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 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 affirmative vote by the holders of a plurality of the shares of
Common Stock entitled to vote at the Annual Meeting cast, in person or by
properly executed proxy, will be required to act on the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF
THE NOMINEES (ITEM 1 ON THE PROXY CARD). UNLESS OTHERWISE INSTRUCTED, THE PROXY
HOLDERS WILL VOTE THE PROXIES THEY RECEIVE FOR THOSE NOMINEES.
EXECUTIVE OFFICERS
MARC A. D'AMOUR, AGE 42, was Vice President, Finance and Chief Financial
Officer of Wyant & Company from 1994 until March 1997 and became Vice President,
Finance and Chief Financial Officer of Wood Wyant in March 1997. Mr. D'Amour has
served as Vice President, Chief Financial Officer and Treasurer of Wyant since
March 1997. Prior to joining Wyant & Company, Mr. D'Amour held senior financial
positions with Domtar Inc. after an eleven-year career with Price Waterhouse.
The business experience, current position and related disclosure with
respect to Wyant's other executive officers, each of whom is also a director of
Wyant, is set forth above under "-- Nominees."
6
<PAGE> 10
EXECUTIVE COMPENSATION
Summary Compensation Tables
The following table summarizes compensation earned in 1999, 1998 and 1997
by the Chief Executive Officer and the only other executive officers whose 1999
salary and bonus exceeded $100,000 (the "named officers")
TABLE I
1999 SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ALL OTHER COVERED BY
PRINCIPAL POSITIONS YEAR SALARY BONUS COMPENSATION STOCK OPTIONS(1)
- ------------------- ---- -------- ------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Donald C. MacMartin (2)... 1999 $275,946 -0- -0- -0-
Chairman, President and
Chief................... 1998 269,633 -0- -0- -0-
Executive Officer......... 1997 245,582 $56,484 -0- 73,334
James A. Wyant (2)........ 1999 148,461 -0- -0- -0-
Vice-Chairman and......... 1998 147,219 -0- -0- -0-
Corporate Secretary....... 1997 155,295 19,024 -0- -0-
Robert E. Briggs.......... 1999 130,872 30,000 $ 200,000(3) -0-
President, Wyant Health... 1998 190,000 42,750 -0- -0-
Care Division............. 1997 158,461 25,000 -0- 33,335
Marc A. D'Amour (2)....... 1999 131,242 -0- -0- -0-
Vice-President, Chief..... 1998 124,705 -0- -0- -0-
Financial Officer and
Treasurer............... 1997 122,791 22,265 -0- 33,335
</TABLE>
- ------------------
(1) The number of shares referred to in the table reflect the four-for-three
stock split of the Common Stock effected on May 21, 1998 ("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 1999, 1998 and 1997 of U.S.$1.00 = Cdn.
$1.4858, U.S.$1.00 = Cdn. $1.4835 and U.S.$1.00 = Cdn. $1.3844,
respectively.
(3) This amount was paid to Mr. Robert E. Briggs pursuant to a change of
control severance arrangement between Mr. Briggs and Wyant. The Wyant
Health Care Division was sold in July 1999.
On September 23, 1997, the Board of Directors, acting on the
recommendation of a Special Subcommittee of the Compensation Committee of the
Board of Directors, 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 based on Wood Wyant's cost of funds, which is at prevailing commercial
market rates (at December 31, 1999, such rate was 6.25%); principal is payable
at the rate of $15,000 annually, over a ten year period, with the balance
payable at the end of such 10 year period. As of the Record Date, there is Cdn.
$270,000 outstanding with respect to the loan.
7
<PAGE> 11
TABLE 2
1999 STOCK OPTIONS TABLE
<TABLE>
<CAPTION>
NUMBER OF SHARES
COVERED BY VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1999 (1) AT DECEMBER 31, 1999 (2)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
$ $
<S> <C> <C> <C> <C>
Donald C. MacMartin................. 146,668 -0- -0- -0-
Robert E. Briggs.................... 46,669 -0- -0- -0-
Marc A. D'Amour..................... 46,669 -0- -0- -0-
</TABLE>
- ---------------
(1) The number of shares referred to in this table reflect the Stock Split.
(2) Based on the price of $1.25 per share, the closing price of the shares on
the Nasdaq SmallCap Market on December 31, 1999. None of the shares are
in-the-money.
Report of the Compensation Committee
Wyant's executive compensation program is based upon creating shareholder
value. All executive activities including Wyant strategic planning, management
initiatives and overall financial performance are focused on increasing
shareholder value. The Compensation Committee of the Board of Directors has
established a program to:
(1) Reward executives for long-term strategic management and the
enhancement of shareholder value.
(2) Integrate compensation programs with Wyant's annual and long-term
strategic planning.
(3) Support a performance-oriented environment that rewards
performance not only with respect to Wyant goals but also Wyant
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 Wyant'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
James A. Wyant (Chair)
Richard J. Charles
Thomas R.M. Davis
Donald C. MacMartin
John B. Wight
8
<PAGE> 12
Employment and Related Agreements with Named Executive Officers
Pursuant to an employment agreement with Wood Wyant, James A. Wyant
serves as Vice-Chairman of Wood Wyant and receives a base salary (Cdn. $220,584
in 1999 (US $148,461)), subject to annual increases based on the increase, if
any, in the Consumer Price Index of Canada, bonus compensation based upon a
specified formula 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 and Corporate Secretary of Wyant.
Effective January 1, 1999, Donald C. MacMartin and Marc D'Amour entered
into employment agreements with Wood Wyant and received a base salary of Cdn.
$410,000 (US $275,946) and Cdn. $195,000 (U.S.$131,242), respectively, in 1999.
The agreements also provide for bonus compensation at the discretion of the
Board of Directors of Wood Wyant and for certain other benefits. Mr. MacMartin
serves as Chairman, President and Chief Executive Officer of Wood Wyant and Mr.
D'Amour as Vice-President, Finance and Chief Financial Officer. Unless
terminated earlier pursuant to their terms, the employment agreements will
expire on December 31, 2001, subject to extension on a year-to-year basis
thereafter. Mr. MacMartin also serves as Chairman, President and Chief Executive
Officer of Wyant and Mr. D'Amour serves as Wyant's Vice-President, Chief
Financial Officer and Treasurer.
Pursuant to a retirement arrangement agreement dated June 27, 1994, as
amended, between Mr. MacMartin and Wood Wyant, Wood Wyant agreed to provide Mr.
MacMartin, on retirement or death, with supplementary retirement benefits to the
extent that the benefits provided under such retirement arrangement exceed the
benefits provided pursuant to Wood Wyant's defined benefit final average pension
plan.
9
<PAGE> 13
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 Stock Market
companies (U.S.), and (b) those in the Paper and Allied Products index of the
Nasdaq Stock Market:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
WYANT CORPORATION
Prepared by the Center for Research in Security Prices
Produced on 01/31/2000 including data to 12/31/1999
GRAPH
LEGEND
<TABLE>
<CAPTION>
SYMBOL CRSP TOTAL RETURNS INDEX FOR: 12/1994 12/1995 12/1996 12/1997 12/1998 12/1999
- ------ ----------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------ M Wyant Corporation 100.0 94.8 63.8 89.7 59.8 23.0
.. -- .. q Nasdaq Stock Market (US Companies) 100.0 141.3 173.9 213.1 300.2 542.4
- - - - - - O NASDAQ Stocks (SIC 2600-2699 US 100.0 109.1 141.0 188.3 153.0 164.3
Companies)
Paper and allied products
</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 12/30/1994.
10
<PAGE> 14
Standing Committees of the Board of Directors, Compensation Committee
Interlocks and Insider Participation
The Board of Directors has no Nominating Committee, but the Board of
Directors as a whole nominates director candidates.
The Board of Directors met thirteen times in 1999 to review financial
information, corporate business strategies and general matters in respect of
Wyant's business.
The Executive Committee, comprised of Donald C. MacMartin, Thomas R.M.
Davis, Nicholas A. Gallopo and James A. Wyant, met twice in 1999 to review
business issues.
The Audit Committee, comprised of Richard J. Charles, Nicholas A.
Gallopo, John B. Wight and James A. Wyant, met three times during 1999 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, John B. Wight and James A. Wyant, met five times
during 1999 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 once during 1999 to consider the grants of
options to employees of Wyant and its subsidiaries.
Donald C. MacMartin and James A. Wyant serve on the Compensation
Committee and are also executive officers of Wyant. John B. Wight also serves on
the Compensation Committee and is an employee of Wood Wyant. Mr. MacMartin and
Mr. Wight do not participate in any decisions of the Compensation Committee
concerning their own compensation. The Compensation Committee does not consider
the compensation of Mr. Wyant.
During 1999 all directors of Wyant attended 75% or more of the meetings
of the Board of Directors and the committees on which they served.
Compensation of Directors
During 1999, each director of Wyant 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 Wyant's 1997 Stock Incentive Plan, options to
purchase Common Stock at $2.875 per share were awarded during 1999 to the
following directors: Richard J. Charles (1,334 shares), Thomas R.M. Davis (1,334
shares) and Nicholas A. Gallopo (1,334 shares). Under this plan, each new
non-employee director of Wyant receives an option to purchase 13,334 shares of
Common Stock upon joining the Board of Directors and each continuing
non-employee director receives an option to purchase 1,334 shares of Common
Stock for each year of service on the Board of Directors. 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. Lastly, during 1999, Mr. Davis, Mr. Gallopo and Mr.
Charles each received a special fee of $1,000 paid in quarterly installments in
respect of their services as chairmen of the Stock Option Committee, the Audit
Committee, and the Special Committee, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999, the law firm of McCarthy Tetrault provided legal services to
Wyant and Wood Wyant. Thomas R.M. Davis, a director of Wyant, is a member of the
law firm of McCarthy Tetrault. In 1999, the fees paid by Wyant and Wood Wyant to
McCarthy Tetrault were approximately Cdn. $68,000 (U.S. $46,000). These fees are
comparable to the fees that Wyant and Wood Wyant would have paid to an
unaffiliated law firm based on the legal services that were provided.
11
<PAGE> 15
APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 2 ON THE PROXY CARD)
The Board of Directors of Wyant has appointed the firm of Ernst & Young
LLP, independent certified public accountants (the "Auditors"), to audit the
accounts and certify the financial statements of Wyant for the fiscal year
ending December 31, 2000. The appointment shall continue at the pleasure of the
Board of Directors subject to approval by the shareholders of Wyant. The
Auditors have acted as auditors of Wyant since 1997.
The Board of Directors expects that one or more representatives of the
Auditors will be present at the Annual Meeting. The Auditors will then be given
the opportunity to make a statement and will be available to respond to
appropriate questions.
The affirmative vote by the holders of a majority of the shares of Common
Stock entitled to vote at the Annual Meeting cast, in person or by properly
executed proxy, will be sufficient for the ratification of the appointment of
the Auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL
OF ITEM 2 ON THE PROXY CARD. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL
VOTE THE PROXIES THEY RECEIVE IN FAVOR OF ITEM 2.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any shareholder who desires to present a proposal to the shareholders at
the 2001 Annual Meeting must submit such proposal to Wyant (to the attention of
the Corporate Secretary) no later than January 18, 2001 for such proposal to be
considered for inclusion in the proxy statement for such Annual Meeting. Such
proposal must also meet the other requirements of the Commission relating to
shareholder proposals required to be included in such proxy statement.
Shareholders who intend to present a proposal at the 2001 Annual Meeting
without inclusion of such proposal in Wyant's proxy statement relating to such
Annual Meeting are required to provide notice to Wyant of such proposal sixty
days prior to the date of such Annual Meeting (Wyant's 2001 Annual Meeting is
currently scheduled to take place on or about May 24, 2001). Wyant reserves the
right to reject, rule out of order or take other appropriate action with respect
to any proposal that does not comply with these or other applicable
requirements.
WYANT'S ANNUAL REPORT ON FORM 10-K
A copy of Wyant's Annual Report on Form 10-K for the year ended December
31, 1999, as filed with the Securities and Exchange Commission, may be obtained
by writing to Wyant's Corporate Secretary.
By Order of the Board of Directors,
/S/ James A. Wyant
-----------------------------
James A. Wyant
Corporate Secretary
Dated: April 25, 2000
Bridgewater, New Jersey
12
<PAGE> 16
THIS PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF
SHAREHOLDERS ON MAY 25,
2000
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 present at the
Annual Meeting of Shareholders of WYANT CORPORATION to be held on May 25, 2000,
at 10:00 A.M. local time, at the Montreal Airport Hilton Hotel, 12505 Cote de
Liesse Road, Dorval, Quebec, Canada H9P 1B7 or any adjournments or postponements
thereof, including, without limiting such general authorization, the following
proposals described in the accompanying Proxy Statement:
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.
<TABLE>
<S> <C> <C>
[ ] FOR [ ] WITHHELD [ ] For, except vote withheld from the
following nominee(s):
-------------------------------------
-------------------------------------
</TABLE>
2. Approval of appointment of Ernst & Young LLP as independent certified public
accountants.
<TABLE>
<S> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
3. Any other business as may properly come before the Annual Meeting or any
adjournment thereof.
<TABLE>
<S> <C> <C>
[X] Please mark your vote as in this
example.
</TABLE>
(Continued and to be signed on reverse side).
<PAGE> 17
[ ] I plan to attend the Annual Meeting on May 25, 2000.
Abstentions will be counted for purposes of determining whether a quorum is
present. With respect to the votes represented in Proposals 1 and 2 above, votes
withheld or abstentions will have no effect on determining whether these
Proposals have been approved. 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 approval of each Proposal.
Dated:___________________,2000
_____________________________
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.
