SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 y
Check the appropriate box:
y Preliminary Proxy Statement y Confidential, for Use of the
Commission
Only (as permitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
y Definitive Additional Materials
y Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Lancer Orthodontics, Inc.
(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.
y Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(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:
y Fee paid previously with preliminary materials
y 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 be registration
statement number or the Form or Schedule and date of its filing.
(1)Amount previously paid:
(2)Form, Schedule, or Registration Statement No.:
(3)Filing party:
(4)Date filed:
LANCER ORTHODONTICS, INC.
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 1997
AND PROXY STATEMENT
The 1997 Annual Meeting of Shareholders of Lancer Orthodontics, Inc. (the
"Company") will be held at 10:00 a.m. on Friday, October 24, 1997, at Biomerica,
Inc.' s Corporate Offices, 1533 Monrovia Avenue, Newport Beach, California
92663.
The purposes of the meeting are:
1. To elect a Board of Directors of the Company for the ensuing year.
2.To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
All shareholders of record at the close of business on September 5, 1997,
are entitled to notice of and to vote at the meeting.
Whether you plan to attend the meeting or not, we urge you to sign, date,
and return the enclosed proxy card in the postage-paid envelope provided, in
order that as many shares as possible may be represented at the meeting. The
vote of every shareholder is important and your cooperation in promptly
returning your executed proxy will be appreciated. Each proxy is revocable and
will not affect your right to vote in person in the event you attend the
meeting.
By Order of the Board of Directors
Douglas D. Miller
President and Chief Operating Officer
San Marcos, California
September 12, 1997
LANCER ORTHODONTICS, INC.
253 PAWNEE STREET
SAN MARCOS, CALIFORNIA 92069
1997 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 24, 1997
PROXY STATEMENT
INTRODUCTION
The Annual Meeting of Shareholders of Lancer Orthodontics, Inc. (the
"Company") will be held at 10:00 a.m. on October 24, 1997, at Biomerica, Inc.' s
Corporate Offices, 1533 Monrovia Avenue, Newport Beach, California 92663 for the
purposes set forth on the accompanying Notice of Annual Meeting of Shareholders.
This Proxy Statement and the enclosed Proxy are being mailed on or about
September 12, 1997, to shareholders of the Company in connection with the
solicitation, by the Company's Board of Directors, of proxies to be used at the
Annual Meeting of Shareholders and any adjournment thereof (the "Annual
Meeting").
If a Proxy in the accompanying form is duly executed and returned the
shares represented thereby will be voted as directed. If no direction is given,
the shares represented by the Proxy will be voted for the election of the
nominees for Director named herein. Any shareholder may revoke his or her Proxy
at any time prior to its exercise by notifying the Secretary of the Company in
writing of such revocation, by submitting a Proxy bearing a later date to the
Secretary of the Company, or by voting in person at the meeting. Abstentions
and broker non-votes are not counted as votes cast on any matter to which they
relate.
The cost of this solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, officers, directors, and regular employees of
the Company may solicit proxies personally or by telephone or telegraph. The
Company will, upon request, reimburse banks, brokerage firms, and other
custodians and nominees for their reasonable expenses in sending proxy materials
to beneficial shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company effected a one-for-seven reverse stock split of its Common
Stock on November 15, 1996. All references to voting securities have been
adjusted to reflect this reverse split.
Only shareholders of record as of the close of business on September 5,
1997, are entitled to vote at the meeting. On such record date, the Company had
outstanding 2,125,712 shares of Common Stock, without par value and 370,483
shares of Series D Preferred Stock with each share having one seventh the voting
rights as a share of Common Stock (cumulatively, the "Stock"). Holders of
record of the Stock are entitled to one vote for each share held. Shareholders
are entitled to cumulative voting, pursuant to which a shareholder may multiply
the number of shares owned by the number of Directors to be elected and cast a
total number of votes equal to the resulting product for any one candidate, or
distribute the total number of votes in any proportion among as many candidates
as the shareholder desires. However, a shareholder may not cumulate his or her
votes for a candidate unless such candidate's name has been placed in nomination
prior to the voting and unless the shareholder has given notice at the meeting,
prior to voting, of his or her intention to cumulate his or her votes. If any
shareholder gives such notice, all shareholders may then cumulate their votes.
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth the names and certain other information as
of September 5, 1997, as to the Company's Common Stock beneficially owned by
each Director or nominee and by all Directors and Executive Officers as a group:
Name and Address (1) Amount and Nature of Percent of
of Beneficial Owner
Zackary Irani 14,286 (3) .6%
Douglas D. Miller 65,272 (4) 2.5%
Janet Moore 499,739 (5) 19.3%
Robert Orlando 17,857 (6) .7%
All executive officers and
directors as a group (5 persons) 629,227 (7) 24.3%
(1) Mr. Irani's address is 3201 1/2 Broad Street, Newport Beach CA 92663; Mr.
Millers's address is 24711 La Vida Drive, Laguna Niguel CA 92677; Ms.
Moore's address is 51 Coronado Pointe, Laguna Niguel CA 92677; Dr.
Orlando's address is 947 West 30th Street, Los Angeles CA 92034.
(2) Except as otherwise indicated and subject to applicable community property
and similar statutes, the persons listed as beneficial owners of the shares
have sole voting and depositive power with respect to such shares, except
for Ms. Moore. See Note 5 below.
(3) Includes 14,286 shares of Common Stock which may be purchased or acquired
by Mr. Irani pursuant to a stock option.
(4) Includes 64,286 shares of Common Stock which may be purchased or acquired
by Mr. Miller pursuant to a stock option.
(5) Includes 2,771 shares in the name of Ms. Moore's minor sons. Also includes
489,243 shares, 161,310 of which may be purchased or acquired pursuant to
stock options and warrants, in the estate of Mr. Joseph Irani. Ms. Moore
is the executor of Mr. J. Irani's estate. Prior to his death in April
1997, Mr. J. Irani was the Company's Chairman of the Board and Chief
Executive Officer. Ms. Moore was Mr. J. Irani's wife.
(6) Includes 14,286 shares of Common Stock which may be purchased by Dr.
Orlando pursuant to stock options.
(7) Includes 182,144 and 104,167 shares which may be purchased or acquired
pursuant to stock options and warrants, respectively.
(8) The denominator used in the Percent of Class column is 2,584,949, which
consists of 2,125,712 issued and outstanding shares of Common Stock, 52,926
representing the conversion privilege of the 370,483 issued and outstanding
shares of Series D Preferred Stock, and 406,311 shares of Common Stock
subject to the following rights to acquire beneficial ownership of Common
Stock, options to purchase 205,715 shares of Common Stock, and warrants to
purchase 200,596 shares of Common Stock.
The following table sets forth the names and certain other information as of
September 5, 1997, as to certain beneficial owners who own more than 5% of the
Company's common stock, and as to Charles Smith, who owns 100% of the
outstanding Series D Preferred Stock.
Name and Address (1) Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class (4)
Biomerica, Inc. 727,961 (2) 28.16%
Charles Smith 370,483 (3) 2.00%
(1) Biomerica, Inc.' s address is 1533 Monrovia Avenue, Newport Beach CA 92663;
Dr. Smith's address is 505 Sauk Path, Oakbrook IL 60521.
(2) Includes 92,619 shares of Common Stock which may be purchased or acquired
by Biomerica, Inc. pursuant to stock options and warrants. Mr. Z. Irani is
the President and a Director of Biomerica, Ms. Moore is the Corporate
Secretary and a Director of Biomerica, and Dr. Orlando is a Director of
Biomerica.
(3) Dr. Smith owns all the outstanding shares of the Series D Preferred Stock.
As a result of the one-for-seven reverse stock split, the Series D
Preferred Stock has one seventh the voting rights as the Company's common
stock.
(4) See Item 8 under Beneficial Ownership of the Company's Securities (above).
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
ITEM NO. 1
ELECTION OF DIRECTORS
The Directors to be elected at the meeting will hold office until the next
annual meeting or until their successors shall be elected and qualified. The
persons named in the enclosed proxy card will vote the shares represented by the
proxies given to them for the election of the four (4) nominees listed in the
table below, unless authority to do so is withheld. The shares represented by
proxies will not be voted for a greater number of persons than the number of
nominees listed below; however, the proxy holders have the right (subject to the
same conditions as apply to cumulation of votes by a shareholder) to cumulate
the votes represented by proxies and to distribute the votes among the listed
nominees in such manner as they see fit to elect the maximum number of such
nominees. If any nominee should not be available for election as a Directors,
which the Board of Directors and management do not presently anticipate, the
persons named in the enclosed proxy will vote for the election of such other
person as the Board of Directors and management may recommend.
The Board of Directors has nominated the following four persons to serve
as Directors until the next annual meeting of shareholders or until their
successors have been duly elected and qualified.
Name Age Position
Zackary Irani 31 Chairman of the Board and Director
Douglas D. Miller 58 President, Chief Operating Officer,
and Director
Janet Moore 46 Secretary and Director
Robert Orlando 59 Director
The following is a summary of the Directors' experiences with the Company
and their other business experience:
Mr. Z. Irani has been a Director of the Company since October 29, 1992.
Mr. Irani was elected Chairman of the Board effective April 30, 1997. Mr. Irani
has been the President of Biomerica since April 29, 1997. Mr. Irani had been
Vice President of Business Development of Biomerica since July 1994 and Business
Development Manager of Biomerica since 1988. Mr. Irani also serves as a
Director of Biomerica and a Director of Allergy Immuno Technologies, Inc., a
publicly held corporation controlled by Biomerica.
Mr. Miller has been a Director of the Company since January 13, 1992. Mr.
Miller was elected President of the Company effective January 13, 1992. Prior
to joining the Company, Mr. Miller was employed for 9 years at "A" Company as
Director, Worldwide Business Development and, prior to that, Director, Domestic
and International Sales. "A" Company is a major manufacturer of orthodontic
products.
Ms. Moore has been a Director of the Company since October 25, 1996, and
was a Director of the Company from October 29, 1992 through November 4, 1994.
Ms. Moore has been an employee of Biomerica since 1976 and currently serves as
the Secretary of Biomerica and as a Director of Biomerica.
Dr. Orlando has been a Director of the Company since July 20, 1988. Dr.
Orlando is a professor of pathology and has served as Chief Pathologist of
Whittier Hospital in Whittier, California, since 1981 and of Beverly Hospital in
Montebello, California, since 1991. Dr. Orlando has also been a professor at
the Southern California College of Optometry in Fullerton, California, since
1972. Dr. Orlando also serves as a Director of Biomerica and as a Director of
Allergy Immuno Technologies, Inc., a publicly held corporation controlled by
Biomerica.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met eight times during the fiscal year ended May
31, 1997 (the "1997 Fiscal Year"). In 1979, the Board of Directors of the
Company created an Executive Committee, which is vested with all the authority
of the Board of Directors of the Company, except as restricted by the Company's
Bylaws and the California General Corporation Law. The Executive Committee is
presently composed by Messrs. Z. Irani, and Miller. The Executive Committee did
not meet during the 1997 Fiscal Year.
The Audit Committee is presently composed of Mr. Z. Irani, and Dr.
Orlando. The Audit Committee met once with the auditors during the 1997 Fiscal
Year.
The Executive Compensation Committee is composed of Mr. Z. Irani, and Dr.
Orlando. The Executive Compensation Committee did not meet in Fiscal 1997.
Each outside Director is to be paid $500 for each Board or Committee
meeting attended and $200 for each telephonic meeting.
EXECUTIVE COMPENSATION
The following table presents, for each of the last three fiscal years, the
annual compensation earned by the Chief Executive Officer. Neither the Chief
Executive Officer nor any other officer of the Company earned in excess of
$100,000 during any of the last three fiscal years.
SUMMARY COMPENSATION TABLE
Long Term
Compensation Awards
Name and Principal Position (1) Year Salary (2) Options (Number of Shares)
Joseph H. Irani 1997 $13,202 --
Chairman of the Board, 1996 $24,369 --
Chief Executive Officer, 1995 $ 2,300 104,167 (3)
Secretary and Treasurer
(1) Mr. J. Irani was the Company's Chief Executive Officer until his death in
April 1997. As of September 5, 1997, the Company had not appointed a new
Chief Executive Officer.
(2) There were no other forms of compensation earned or paid during the last
three fiscal years.
(3) Represents a warrant to purchase common stock.
STOCK OPTIONS
No stock options were granted to the Company's Chief Executive Officer
during fiscal 1997.
OPTIONS EXERCISES AND FISCAL YEAR END VALUES
The following table presents information for the named officer in the
Summary Compensation Table with respect to options exercised during Fiscal 1997
and unexercised options held as of the end of the fiscal year.
Shares Number of Value of in the
Acquired Unexercised Options Money Options at
on Value at Fiscal Year End Fiscal Year End(2)
Name Exercises Realized Exercisable Unexercisable Exer
Joseph H. Irani None None 104,167(1) None None None
Joseph H. Irani None None 57,143 None None None
(1) Represents a warrant to purchase common stock.
(2) Based on closing price for the Company's common stock on the last business
day of the fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Committee are Mr. Z. Irani and Dr. Orlando. Prior to
his death in April 1997, Mr J. Irani was a Committee member. Mr. J. Irani
served as the Company's Chief Executive Officer from November 1, 1991 to April
28, 1997. Mr. J. Irani also served as President of the Company from October 22,
1990 through January 13, 1992. The Securities and Exchange Commission requires
that Mr. J. Irani's participation on the Committee be characterized as "insider
participation" based upon his serving as Chief Executive Officer. The Company's
Board of Directors believes Mr. J. Irani's participation on the Committee
provided continuity and specific knowledge about individual performances and
that no conflicts of interest exist.
SECTION 16 COMPLIANCE
The rules of the Securities and Exchange Commission require disclosure of
late Section 16 filings by the Company's directors, officers, and persons who
beneficially own more than 10% of the Company's stock. To the best of the
Company's knowledge and belief, there were no late filings under Section 16 by
or for any of the Company's directors and officers during Fiscal 1997.
INDEPENDENT ACCOUNTANTS
Corbin and Wertz has acted as the Company's independent public accountants
since the fiscal year ending May 31, 1993. The Company intends to engage their
services again to perform the 1998 audit. In connection with its audits for the
two most recent years ended May 31, 1997 and 1996 and the subsequent interim
period through July 18, 1997, there have been no disagreements with Corbin and
Wertz on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which disagreements, if not resolved
to their satisfactions, would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.
The Company expects that a representative of Corbin and Wertz will be
present at the Annual Meeting and that their representative will have the
opportunity to make a statement if he so desires and will also be available to
answer questions.
OTHER INFORMATION
PROPOSALS FOR 1998 MEETING
Any shareholder who desires to submit a proposal for inclusion in the
proxy materials or information statements relating to the 1998 Annual Meeting of
Shareholders, must deliver the proposal to the Company no later than May 31,
1998. The Company requires that the proposal be in writing and not exceed 500
words.
OTHER BUSINESS
Management does not intend to bring any other matters before the meeting
and has not been informed of such an intention by any other persons. If any
other matters requiring the vote of the shareholders properly comes before the
meeting, it is the intention of the persons named in the enclosed form of proxy
to vote said proxies in their discretion, in accordance with their judgment on
such matters.
ANNUAL REPORT
The Annual Report of the Company, which includes the Company's annual
report on Form 10-KSB, filed with the Securities and Exchange Commission, for
the Fiscal Year ended May 31, 1997, is enclosed with this Proxy Statement. The
Company will furnish, without charge, upon written request of any shareholder,
who represents in such request that he or she was a beneficial owner of the
Company's securities as of September 5, 1997, a copy of the Form 10-KSB.
Requests should be addressed to the Company at Office of the Secretary, Lancer
Orthodontics, Inc., 253 Pawnee Street, San Marcos, CA 92069-2437.
BY ORDER OF THE BOARD OF DIRECTORS
Douglas D. Miller
President and Chief Operating Officer
Proxy Solicited by the Board of Directors
for the 1996 Annual Meeting of Shareholders
Friday, October 24, 1997, 10:00 a.m.
LANCER ORTHODONTICS, INC.
The undersigned hereby appoints Zackary Irani, Douglas Miller, and Janet
Moore, and each of them, with power of substitution to each, true and lawful
attorneys, agents, and proxies of the undersigned, to attend, vote, and act for
the undersigned, as specified herein, at the 1997 Annual Meeting of Shareholders
of Lancer Orthodontics, Inc. (the "Company") to be held on Friday, October 24,
1997, at 10:00 a.m. at Biomerica, Inc.' s Corporate Offices, 1533 Monrovia
Avenue, Newport Beach, California 92663, and any adjournment thereof, according
to the number of shares of common stock of the Company which the undersigned is
entitled to vote, and with all the power which the undersigned would possess if
personally present. The shares represented by this proxy will be voted at the
meeting as follows:
1. ELECTION OF DIRECTORS:
y FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY BELOW)
y WITHHOLD AUTHORITY to vote for all nominees listed below. (Instructions:
To withhold authority to vote for any individual nominee, mark the box
immediately preceding the nominee's name)
y Zackary Irani y Douglas D. Miller
y Janet Moore y Robert Orlando
2.In their discretion, the proxy holders are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY,
WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE NOMINEES FOR DIRECTOR LISTED ABOVE. IN THE ELECTION OF DIRECTORS, SAID
PROXIES SHALL HAVE DISCRETION AND AUTHORITY TO CUMULATE AND DISTRIBUTE THE VOTES
REPRESENTED BY THIS PROXY IN SUCH PROPORTIONS AS THEY SEE FIT AMONG THE NOMINEES
LISTED ABOVE. IF ANY SUCH NOMINEE IS UNABLE OR UNWILLING TO SERVE, SAID PROXIES
SHALL HAVE DISCRETION AND AUTHORITY TO VOTE IN ACCORDANCE WITH THEIR JUDGMENT
FOR OTHER NOMINEES OR TO DISTRIBUTE SUCH VOTES IN SUCH PROPORTIONS AS THEY SEE
FIT AMONG THE NOMINEES.
Dated: , 1997
IMPORTANT: In signing this proxy,
please sign your name in the same way as
shown on the left. When signing as a
fiduciary, please give your full title.
If shares are registered in joint names,
each owner should sign.
IMPORTANT: Please date and return this proxy promptly in the enclosed envelope.
No postage required if mailed in the United States.
