<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only [as permitted by
Rule 14a-6(e)(2)]
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under ss.240.14a-12
LIFE SCIENCES, 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.
[ ] 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:
..........................................................................
[ ] 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
[graphic logo omitted] LIFE
SCIENCES, INC.
Notice of Fall 2000 Annual Meeting
and Proxy Statement
<PAGE> 3
Life Sciences, Inc.
NOTICE OF FALL 2000 ANNUAL MEETING OF STOCKHOLDERS
To be Held on December 18, 2000
NOTICE IS HEREBY GIVEN that the Fall 2000 Annual Meeting of
Stockholders of Life Sciences, Inc. (the "Company") will be held at the offices
of the Company, 2900 - 72nd Street North, St. Petersburg, Florida 33710, on
Monday, December 18, 2000 at 1:00 p.m., local time, for the following purposes
as more fully described in the accompanying proxy statement:
1. To elect three directors of the Company to hold office until
the next annual election and until their respective
successors are elected and qualified;
2. To adopt an amendment to the Company's Certificate of
Incorporation, as amended, to increase the authorized number
of shares of Common Stock from 7,000,000 to 15,000,000;
3. To ratify the appointment of Grant Thornton LLP as the
independent accountants of the Company for the 2001 fiscal
year; and
4. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
In accordance with the Bylaws of the Company, the Board of Directors
has selected the close of business on October 19, 2000 as the record date for
the Annual Meeting. Only those stockholders of record at the close of business
on that date will be entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof.
By Order of the Board of Directors
Alex A. Burns
Corporate Secretary
St. Petersburg, Florida
December 4, 2000
YOUR VOTE IS IMPORTANT. THE BOARD OF DIRECTORS URGES YOU TO MARK, SIGN, DATE
AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE PAID
ENVELOPE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. THIS WILL
ASSURE THAT YOUR VOTE WILL BE COUNTED AND WILL NOT PREVENT YOU FROM VOTING IN
PERSON AT THE MEETING IF YOU CHOOSE TO DO SO.
<PAGE> 4
Life Sciences, Inc.
2900 - 72nd Street North
St. Petersburg, Florida 33710
(727) 345-9371
--------------------------------
PROXY STATEMENT
FALL 2000 ANNUAL MEETING OF STOCKHOLDERS
December 18, 2000
--------------------------------
INTRODUCTION
Solicitation and Voting of Proxies
This proxy statement and the accompanying proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of Life
Sciences, Inc. ("LSI" or the "Company") for use at the Fall 2000 Annual Meeting
of Stockholders of LSI to be held on Monday, December 18, 2000 at 1:00 p.m.,
local time, and any adjournments thereof (the "Annual Meeting" or the
"Meeting") for the purposes set forth in the preceding notice of the Meeting.
The Meeting will be held at the offices of the Company, 2900 - 72nd Street
North, St. Petersburg, Florida 33710. The approximate date of mailing of this
proxy statement and accompanying form of proxy is December 4, 2000.
The Board of Directors of LSI has selected the close of business on
October 19, 2000 as the record date for the Meeting in accordance with LSI's
Bylaws. Only those stockholders of record as of the close of business on that
date will be entitled to notice of and to vote at the Meeting and any
adjournment thereof. On the record date, 4,196,670 shares of common stock, $.10
par value, of LSI ("Common Stock") were outstanding. Stockholders will be
entitled to one vote for each share of Common Stock held by them of record at
the close of business on the record date on any matter that may properly be
presented at the Meeting for consideration and action by stockholders.
All valid proxies received on a timely basis in response to this
solicitation will be voted in accordance with the directions given therein by
the stockholder executing the proxy or, if no directions are given, as
indicated on the form of proxy. Stockholders may revoke their proxies at any
time before they are voted at the Meeting by giving written notice of
revocation to the Corporate Secretary of LSI, by delivering to LSI's offices
(attention Corporate Secretary) a duly executed proxy bearing a later date, or
upon request if the stockholder is present at the Meeting and chooses to vote
in person.
For purposes of determining a quorum for the Annual Meeting, proxies
marked as abstaining or as votes withheld, and any shares represented by broker
non-votes, are counted as present at the Meeting. Abstentions, votes withheld
and broker non-votes will not be treated as "no" votes in the election of
directors, will not be included in the vote and will have no effect on the
outcome of the vote. With respect to the adoption of an amendment to the
Company's Certificate of Incorporation, as amended, to increase the authorized
number of shares of Common Stock from 7,000,000 to 15,000,000, abstentions and
broker non-votes will effectively be treated as votes against the proposal. In
the vote on the ratification of the appointment of Grant Thornton LLP as LSI's
independent accountants for the 2001 fiscal year, broker non-votes will have no
impact on the result and abstentions will effectively be treated as a vote
against the proposal.
Method and Expense of Solicitation
Proxies may be solicited in person, or by telephone, facsimile
transmission, telegram or other means, by directors, officers or regular
employees of LSI. These persons will not receive any additional compensation
for their services. LSI will request record holders of Common Stock
beneficially owned by others to forward proxy
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materials to and to obtain proxies from the beneficial owners of those shares.
Upon request, LSI will reimburse these record holders for reasonable
out-of-pocket expenses incurred by them in complying with LSI's request. LSI
will also pay the other costs of this proxy solicitation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
No person or any "group" [as that term is used in section 13(d)(3) of
the Securities Exchange Act of 1934 (the "Exchange Act")] is known to the
Company to own beneficially more than 5% of the outstanding Common Stock as of
November 17, 2000, except as described in the following table.
---------------------------------- ------------------------- ------------------
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Class
---------------------------------- ------------------------- ------------------
Alex A. Burns
2900 - 72nd Street North 350,100 (1) 7.70% (1)
St. Petersburg, Florida 33710
---------------------------------- ------------------------- ------------------
Louis D. Srybnik
140 - 53rd Street 2,011,230 (2) (3) 47.92% (2) (3)
Brooklyn, New York 11232
---------------------------------- ------------------------- ------------------
Simon Srybnik
140 - 53rd Street 2,369,323 (2) (4) 56.46% (2) (4)
Brooklyn, New York 11232
---------------------------------- ------------------------- ------------------
Estate of Julius B. Srybnik
140 - 53rd Street 1,950,738 (2) (5) 46.48% (2) (5)
Brooklyn, New York 11232
---------------------------------- ------------------------- ------------------
Kerns Manufacturing Corp.
3714 - 29th Street 656,909 (6) 15.65% (6)
Long Island City, New York 11101
---------------------------------- ------------------------- ------------------
Sutton Investing Corp.
140 - 53rd Street 774,453 (7) 18.45% (7)
Brooklyn, New York 11232
---------------------------------- ------------------------- ------------------
(1) Includes 350,000 shares of Common Stock subject to presently
exercisable stock options held by Mr. Burns. These shares are considered to be
outstanding for purposes of calculating the percentage shown for him.
(2) Includes an aggregate of 1,784,088 shares beneficially owned,
directly or indirectly, by seven corporations (including the two named in the
table text) directly or indirectly owned by Louis D. Srybnik, Simon Srybnik and
the Estate of Julius B. Srybnik, each of whom directly or indirectly owns
one-third of the outstanding stock of each of the entities and shares in the
voting and/or investment power with respect to the LSI Common Stock owned by
such entities. Accordingly, these same 1,784,088 shares are shown in the table
as beneficially owned by each of Louis D. Srybnik, Simon Srybnik and the Estate
of Julius B. Srybnik.
(3) Includes direct ownership of 227,142 shares.
(4) Includes direct ownership of 585,235 shares.
(5) Includes direct ownership of 166,650 shares, of which 150
shares are held for Jed Srybnik, the son of the late Julius B. Srybnik.
(6) Includes 612,465 shares owned directly and an additional
44,444 shares owned by a wholly owned subsidiary, Apex Organization, Inc. All
of these shares are also shown in the table as beneficially owned by each of
Louis D. Srybnik, Simon Srybnik and the Estate of Julius B. Srybnik. See note
(2) to this table.
(7) These shares are also shown in the table as beneficially
owned by each of Louis D. Srybnik, Simon Srybnik and the Estate of Julius B.
Srybnik. See note (2) to this table.
ELECTION OF DIRECTORS
Each director of LSI holds office for the term for which elected and
until any successor has been elected and qualified, or until resignation,
removal from office or death. Three directors of LSI are to be elected at the
Annual Meeting to hold office until the next annual election and until their
respective successors are elected and
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qualified. The nominees for election as directors at the Annual Meeting are
shown in the following table. Each of these nominees for election is currently
a director of the Company, and has consented to being named as a nominee in
this proxy statement and to serve as a director if elected. However, if any
nominee becomes unavailable prior to the Annual Meeting, the proxies solicited
hereby will be voted for the election of any other person designated by the
Board of Directors of LSI.
Directors will be elected by a plurality of the votes cast in person
and by proxy at the Annual Meeting. That is, the nominees receiving the three
highest number of votes for election will be elected since three directors are
to be elected at the Meeting. The Board of Directors recommends a VOTE FOR the
election of each of the nominees.
Each of the directors and executive officers of the Company is shown
in the following table, as are all persons presently nominated to become a
director or an executive officer of the Company. The following table also sets
forth certain additional information regarding those persons, including their
respective beneficial ownership of Common Stock, and the beneficial Common
Stock ownership of all directors and executive officers of LSI as a group.
Beneficial ownership of Common Stock is set forth as of November 17, 2000.
<TABLE>
<CAPTION>
----------------- ------------------------------------- ------------- ------------- ------------------- -----------------
Name and Age or Position(s) with Period
Identity of LSI and Served Current Beneficial Percent
Group Pincipal Occupation as Term Common Stock of
During Last 5 Years Director Expires Ownership Class
----------------- ------------------------------------- ------------- ------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
Simon Srybnik Director, Chairman, Chief Executive 1963 Fall 2000 2,369,323(1) 56.46%(1)
84 Officer, President and Treasurer; until Annual
nominee for re-election as a 2000 Meeting
director; a New York based
industrialist active in a number of
closely held businesses, including
Kerns Manufacturing Corp. and S&S
Machinery Corp., whose activities
include precision manufacturing and
merchandising of industrial
equipment
----------------- ------------------------------------- ------------- ------------- ------------------- -----------------
Norman Nominee for re-election as a Since Fall 2000
J. Marcus director; for more than the past June 6, Annual 25,000(2) Less than
M.D. five years, a psychiatrist and 2000 Meeting 1.00%(2)
59 Chief of Pain Service and Director
of New York Pain Treatment Program,
Lenox Hill Hospital (1983-1998) and
Clinical Associate Professor in
Anesthesiology and Psychiatry, NYU
School of Medicine (1999-present)
----------------- ------------------------------------- ------------- ------------- ------------------- -----------------
Alex A. Burns Vice President and Secretary; Since Fall 2000 350,100(3) 7.70%(3)
60 nominee for re-election as a June 6, Annual
director; employed by the Company 2000 Meeting
since 1984, and its General Manager
for more than the past five years
----------------- ------------------------------------- ------------- ------------- ------------------- -----------------
All directors, executive 2,744,423 (4) 60.03%(4)
officers and nominees
as a group (3 persons)
----------------- ------------------------------------- ------------- ------------- ------------------- -----------------
</TABLE>
(1) See notes (2) and (4) to the table presented above under the
caption "Security Ownership of Certain Beneficial Owners".
(2) These shares are subject to a presently exercisable stock
option held by Dr. Marcus. These shares are considered to be outstanding for
purposes of calculating the percentage shown for him and at note (4) to this
table.
(3) Includes 350,000 shares of Common Stock subject to presently
exercisable stock options held by Mr. Burns. These shares are considered to be
outstanding for purposes of calculating the percentage shown for him and at
note (4) to this table.
(4) See the other notes to this table.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act and applicable regulations require
all officers, directors and persons who beneficially own more than 10% of the
Common Stock (collectively, the "Reporting Persons") to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission ("SEC"), and to furnish copies to the Company. Specific due dates
for these reports have been established by statute and the SEC. LSI is required
to report herein specified information regarding failures to file those reports
on a timely basis. Dr. Marcus filed two late reports, one relating to his
election as a director in June 2000 and the other relating to the stock option
granted to him in that same month. Based on the Company's review of applicable
records made available to it, the Company believes all Section 16(a) filing
requirements applicable to the Reporting Persons with respect to fiscal year
2000, and in the period of time since May 31, 2000 through the record date for
the Annual Meeting, have been complied with except as stated.
Board Meetings, Committees and Remuneration
Board Meetings and Committees. LSI's Board of Directors did not hold
any meetings during the fiscal year ended May 31, 2000, but did act by
unanimous written consent. The Board of Directors does not have a standing
audit, nominating or compensation committee.
Compensation of Directors. There are no standard arrangements for the
compensation of directors for their service on the Board of Directors. Expenses
for attendance at meetings of the Board are either paid directly by the Company
or reimbursed to directors. In addition, Dr. Marcus was granted a fully vested
and immediately exercisable option to purchase 25,000 shares of Common Stock at
$0.602 per share (not less than fair market value on date of grant) in June
2000 in connection with his service as a director.
Executive Compensation
Summary Compensation Table. The following table sets forth certain
information with respect to compensation awarded, earned or paid during the
three fiscal years ended May 31, 2000 to Simon Srybnik and Alex A. Burns, the
Company's only two executive officers, for their service in all capacities to
LSI and its subsidiary.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards Awards
------------------------------------- ------------------------------- ------------- ---------------
Other Securities
Fiscal Annual Underlying All Other
Name and Principal Positions Year Salary Compensation Options Compensation
------------------------------------- --------- ------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Simon Srybnik, Chairman of the Board, 2000 -0- -0- -0- -0-(1)
Chief Executive Officer and President 1999 -0- -0- -0- -0-
1998 -0- -0- -0- -0-
------------------------------------- --------- ------- ------------- ------------- ---------------
Alex A. Burns 2000 $35,000 -0-(2) -0- -0-
Vice President and General Manager 1999 $35,000 -0- 50,000(3) -0-
1998 $35,000 -0- -0- -0-
------------------------------------- --------- ------- ------------- ------------- ---------------
</TABLE>
(1) Expenses in connection with Mr. Srybnik's performance of his
duties for LSI are either paid directly by the Company or reimbursed to him.
(2) The Company makes a leased automobile available for use by
Mr. Burns. The dollar value of any personal use of the automobile is excluded
from the table because the amount thereof, if any, is less than 10% of his
annual salary.
(3) Represents two options granted to Mr. Burns in 1999. See the
text and table following the caption "Aggregate Option Exercises in Last Fiscal
Year and FY-End Option Values" below.
4
<PAGE> 8
Aggregated Option Exercises in Last Fiscal Year and FY-End Option
Values. The following table sets forth certain information with respect to all
options held by Alex A. Burns at May 31, 2000. Mr. Simon Srybnik, the only
other executive officer of the Company, does not hold any options granted by
LSI.
<TABLE>
<CAPTION>
------------------ -------------------------- ------------------------------ -------------------------- -----------------------
Value of Unexercised
Number of Securities
Underlying Unexercised In-the-Money Options
Options at FY-End: at FY-End:
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
------------------ -------------------------- ------------------------------ -------------------------- -----------------------
<S> <C> <C> <C> <C>
Alex A. Burns - - - (1) - - - (1) 350,000 (2)/ $304,500 (3)/
- 0 - N/A
------------------ -------------------------- ------------------------------ -------------------------- -----------------------
</TABLE>
(1) Mr. Burns did not exercise any options during fiscal 2000.
(2) Represented by two options granted in fiscal 1999 at $0.405
per share (not less than fair market value on date of grant), one of which
(150,000 shares) was granted under the Company's 1990 Employee Stock Option
Plan and the other of which (200,000 shares) was granted outside of the terms
of any established stock option plan.
(3) Amount shown is the difference between the option exercise
price of $0.405 per share and the reported closing price of $1.275 per share in
the over-the-counter market at fiscal 2000 year-end, times the 350,000 shares.
Transactions With Certain Related Persons
During a period of more than five years preceding June 1, 1998, which
date was the beginning of the Company's 1999 fiscal year, various business
entities owned directly or indirectly in equal shares by Simon Srybnik and his
two brothers, Louis D. and Julius B. Srybnik, and Simon Srybnik and Louis D.
Srybnik individually, provided various loans in amounts that were required,
when combined with the limited revenues of LSI during the period, to allow LSI
to continue in business and to carry out only those activities absolutely
essential to its survival. Julius B. Srybnik passed away in August 2000. Simon
Srybnik is a director of the Company, a nominee for re-election as a director
of the Company, and is the Company's Chairman, Chief Executive Officer and
President. He, his brother Louis, and the estate of his deceased brother may be
considered to be the "parents" of LSI within the meaning of the Exchange Act by
virtue of their direct and indirect beneficial ownership of LSI Common Stock.
See the tabular information and related notes presented above under the caption
"Security Ownership of Certain Beneficial Owners".
While there may have been some upward and downward fluctuations in the
total amounts due to these affiliated parties during the period, from May 31,
1993 to May 31, 1998 the aggregate amount of the indebtedness to these related
parties, including interest and other charges, increased from approximately
$707,000 to approximately $2,425,000. The rates of interest on these loans
during this period was typically between 10.5% and 11.5%. No interest accrued
on this debt subsequent to May 31, 1998. In the fiscal year ended May 31, 1999,
the principal of this indebtedness increased by $103,165 (net). All of this
indebtedness was eliminated through restructuring transactions between the
Company and these related parties in fiscal 1999.
Approximately $905,000 of the total of this indebtedness was
eliminated through the conversion in April and May 1999 of a total of $568,829
of principal into 1,399,927 shares of the Company's Common Stock and the
forgiveness by the creditors of the balance. Louis D. Srybnik agreed in April
1999 to accept 57,142 shares of Common Stock at $0.4375 per share in payment
and discharge of the $25,000.00 principal amount of a debt due to him in
connection with his earlier loan to the Company. In May 1999 Simon Srybnik and
certain of the business entities controlled by him and his two brothers (Kerns
Manufacturing Corp., Industrial Renting Corp., Continental Salvage Corp.,
Sutton Investing Corp., S&S Machinery Corp., and Apex Organization, Inc.)
agreed to accept an aggregate of 1,342,785 shares of Common Stock at $0.405 per
share in payment and discharge of the $543,829.39 aggregate principal amount of
indebtedness represented by various separate loans made by them to LSI over the
prior years. Interest and other charges due on these debts were forgiven in
these stock issuance transactions. The prices at which the shares were issued
in these transactions were each equal to the approximate mean between the last
available reported bid and ask prices of the Common Stock in the
over-the-
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counter market prior to the respective dates of the transactions. Kerns
Manufacturing Corp. was a more than 10% beneficial owner of the Common Stock
prior to the May 1999 transaction and increased its ownership through it, and
Sutton Investing Corp. became a more than 10% beneficial owner of the Common
Stock through that transaction.
Also in May 1999, the Company sold an outlying parcel of its land to
an unaffiliated neighboring business for $200,000 cash. In a separate
transaction on the same day with a related business entity, the Company sold
all of its remaining real estate and entered into a lease for the laboratory
and office facilities it historically owned and occupied. The latter sale
transaction satisfied $859,075 of the principal amount of a mortgage on the
property and, via forgiveness of interest and other amounts, extinguished an
additional approximately $764,000 of real estate related indebtedness. The
Company's aggregate depreciated historical cost from the 1960's of all of the
land and building improvements was less than $500,000. The aggregate of the
sales prices in these two real estate sale transactions was slightly greater
than an appraisal secured about a year earlier of the entire property. The
mortgage satisfaction real estate transaction and the lease transaction were
effected with 186-194 Imlay Street Realty Corp. ("Imlay Street Realty"), one of
the business entities equally owned by Simon Srybnik, Louis D. Srybnik and the
Estate of Julius B. Srybnik.
Imlay Street Realty leases the laboratory and office facilities of the
Company to the Company under a five year lease expiring in 2004. The lease of
the approximately 24,000 facility in St. Petersburg, Florida provides for an
annual rental for the initial two years of $90,000. The rent is subject to
adjustment each two years thereafter to reflect current market rental rates,
but not less than the initial rate. Payment of $90,000 in rent for fiscal year
2000 has been deferred. Also with respect to fiscal 2000, the Company was
advanced an aggregate of $70,000 by business entities equally owned by Simon
Srybnik, Louis D. Srybnik and the Estate of Julius B. Srybnik. This amount was
used to fund current operations. Of this amount, $30,000 was repaid by May 31,
2000, and the balance was retired in July 2000. An additional approximately
$65,000 has been advanced by these same sources to the Company in the period
ended September 30, 2000 to fund its operations since May 31, 2000. No interest
has been charged on these advances.
ADOPTION OF AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors deems it advisable and recommends that the
stockholders of the Company adopt a proposed amendment to the Certificate of
Incorporation, as amended, of the Company (the "Certificate") to increase the
authorized number of shares of Common Stock from 7,000,000 shares to 15,000,000
shares.
At November 17, 2000 there were 4,196,670 shares of Common Stock
outstanding. If the amendment to the Certificate is adopted by stockholders,
10,803,330 shares of Common Stock would be authorized and unissued. An
aggregate of 1,385,000 shares of Common Stock are reserved at November 17, 2000
for issuance under stock option plans of the Company or option grants outside
of the terms of those plans. Except for those plan or option shares, and up to
an aggregate of approximately 1,000,000 shares that could be issued in capital
enhancement and acquisition transactions being considered by the Company and
proposed transactions for the reduction of LSI debt, the Company has not
entered into any agreement or understanding, and has no present plans, for the
issuance of additional shares of Common Stock. No further stockholder action
would be required prior to the issuance of the additional Common Stock to be
authorized by the proposed amendment to the Certificate, except as may be
required in particular cases by applicable law or the rules of any stock
exchange on which securities of the Company may then be listed. No preemptive
rights apply to the Common Stock.
The purpose of the Board of Directors in proposing the increase in the
authorized number of shares is to have shares available for future issuances
from time to time as and when the Board determines that such issuances may be
desirable without the expense and delay of a meeting of stockholders. Those
issuances might, for example, be for possible future stock splits, stock
dividends, employee benefit plan issuances, equity financings, acquisitions and
other corporate purposes. Future issuances of Common Stock or securities
convertible into Common Stock in financings, acquisitions and other corporate
transactions would have the effect of diluting the voting rights and could have
the effect of diluting the earnings per share and book value per share of
current stockholders of the Company. Although not the purpose of the Board, the
availability for issuance of
6
<PAGE> 10
additional Common Stock could be viewed as intended to make more difficult any
effort to effect a change in control of LSI by, for example, having those
additional shares available to dilute the stock ownership of any person seeking
to gain control, or to effect a private placement of shares with purchasers who
would support the Board in opposing any hostile takeover attempt. The Board is
not aware of any efforts to obtain control of the Company, and does not
presently contemplate recommending to stockholders the adoption of any other
amendments to the Certificate which could be construed as adversely affecting
the ability of third parties to acquire or to change the control of LSI.
The Company is also authorized under the Certificate to issue 500,000
shares of Preferred Stock, $.10 par value, in such series and with such terms
as the Board may approve from time to time. None of those shares of Preferred
Stock are outstanding at the date of this proxy statement. If approved, the
proposed amendment to the Certificate would change the first paragraph of
Article FOURTH of the Certificate to read in its entirety as follows:
"FOURTH: The total number of shares of stock which the
Corporation is authorized to issue is 15,500,000, of which
15,000,000 shares of the par value of $.10 per share are to
be Common Stock, and 500,000 shares of the par value of $.10
per share are to be Preferred Stock."
Adoption of the proposed amendment to the Certificate requires the
affirmative vote of a majority of the outstanding Common Stock. The Board of
Directors recommends a VOTE FOR adoption of the amendment to the Certificate.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of Grant Thornton LLP to
serve as LSI's independent certified public accountants for the year ending May
31, 2001, subject to ratification of this appointment by the stockholders of
LSI. A representative of Grant Thornton LLP is expected to be present at the
Meeting and to be available to respond to appropriate questions. The
representative will have the opportunity to make a statement if the
representative desires to do so.
Ratification of the appointment of the independent accountants
requires the affirmative vote of a majority of the shares of Common Stock
present and entitled to vote at the Meeting. If stockholders do not ratify the
appointment by the Board of Directors of Grant Thornton LLP, the Board of
Directors will reconsider the appointment. The Board of Directors recommends a
VOTE FOR ratification of this appointment.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any stockholder proposal intended to be presented at the next annual
meeting of stockholders of the Company must be received at LSI's principal
executive offices not later than August 6, 2001 in order to be eligible to be
considered for inclusion in LSI's proxy material for that meeting.
In addition, the proxy solicited by the Board of Directors for the
next annual meeting will confer discretionary authority to vote on any
stockholder proposal presented at that meeting, unless notice of such proposal
is received by the Company at its principal executive offices not later than
October 22, 2001.
OTHER MATTERS
The Board of Directors does not know as of the date of this proxy
statement of any business to be presented for action at the Annual Meeting that
is not described in this proxy statement. If any other business is properly
presented before the Annual Meeting and may properly be voted upon, the proxies
solicited hereby will be voted on those matters to the extent entitled in
accordance with the best judgment of the proxyholders.
By Order of the Board of Directors
Alex A. Burns
Corporate Secretary
December 4, 2000
THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDED MAY 31, 2000,
INCLUDING THE FINANCIAL STATEMENTS FOR THE TWO YEARS THEN ENDED BUT EXCLUDING
THE OTHER EXHIBITS, AND A SEPARATE LETTER TO STOCKHOLDERS FROM LSI'S PRESIDENT
AND CHAIRMAN OF THE BOARD ARE BEING FURNISHED TO STOCKHOLDERS WITH THIS PROXY
STATEMENT IN SATISFACTION OF THE REQUIREMENT FOR AN ANNUAL REPORT. THAT
INFORMATION IS NOT PART OF THE MATERIAL FOR THE SOLICITATION OF PROXIES.
7
<PAGE> 11
(proxy card appendix)
LIFE SCIENCES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Simon
Srybnik and Alex A. Burns, and either of them, with full power of substitution,
the proxies of the undersigned to vote all shares of the Common Stock of Life
Sciences, Inc. ("LSI") that the undersigned is entitled to vote at the Fall
2000 Annual Meeting of Stockholders of LSI to be held as described in the
accompanying Notice of Fall 2000 Annual Meeting of Stockholders and Proxy
Statement for the meeting (collectively, the "Proxy Statement"), and at any
adjournment thereof, on the matters described in the Proxy Statement in
accordance with the instructions on the reverse side of this proxy.
CONTINUED AND TO BE VOTED, SIGNED AND DATED
ON THE REVERSE SIDE.
<PAGE> 12
PLEASE MARK, DATE, SIGN AND
MAIL YOUR PROXY CARD BACK AS
SOON AS POSSIBLE!
FALL 2000 ANNUAL MEETING OF STOCKHOLDERS
Life Sciences, Inc.
DECEMBER 18, 2000
| Please Detach and Mail in the Envelope Provided |
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed at right (except to vote for all nominees
as marked to the listed at right
contrary below)
1. ELECTION OF DIRECTORS.
NOMINEES: Simon Srybnik, Norman J. Marcus, Alex A. Burns
2. ADOPTION OF AMENDMENT INCREASE NUMBER OF SHARES
[ ] TO [ ] FOR [ ]AGAINST
3. APPOINTMENT OF INDEPENDENT ACCOUNTANTS
[ ] TO [ ] FOR [ ]AGAINST
4. The proxyholders are authorized to vote in their discretion on business as
may properly come before the meeting.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PRINT
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)
THIS PROXY WILL BE VOTED
AS DIRECTED HEREIN BY
THE UNDERSIGNED
STOCKHOLDER(S) WHEN
PROPERLY EXECUTED AND
RETURNED ON A TIMELY
BASIS. IF NO DIRECTION
IS GIVEN, THIS PROXY
WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.
Signature(s)______________________________________ Date________________, 2000
Signature(s)______________________________________ Date________________, 2000
Note: Please sign exactly as your name appears. All joint owners should sign.
Custodians, guardians, executors, administrators, trustees, attorneys,
partners and corporate officers signing should give full title as such.
