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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:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only [as permitted by
Rule 14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under ss.240.14a-12
LIFE SCIENCES, INC.
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(Name of Registrant as Specified in its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE> 2
PRELIMINARY COPY
[graphic logo omitted] LIFE
SCIENCES, INC.
Notice of Fall 2000 Annual Meeting
and Proxy Statement
<PAGE> 3
PRELIMINARY COPY
Life Sciences, Inc.
NOTICE OF FALL 2000 ANNUAL MEETING OF STOCKHOLDERS
To be Held on November 14, 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 Tuesday,
November 14, 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
October 23, 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
PRELIMINARY COPY
Life Sciences, Inc.
2900 - 72nd Street North
St. Petersburg, Florida 33710
(727) 345-9371
--------------------------------
PROXY STATEMENT
FALL 2000 ANNUAL MEETING OF STOCKHOLDERS
November 14, 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 Tuesday, November 14, 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 October 23, 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 October 19,
2000, except as described in the following table.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Class
------------------- ----------------------- ----------
<S> <C> <C>
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
</TABLE>
(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 October 19, 2000.
<TABLE>
<CAPTION>
Name and Age Position(s) with
or LSI and Period Current Beneficial Percent
Identity of Principal Occupation Served as Term Common Stock of
Group During Last 5 Years Director Expires Ownership Class
------------ ------------------- --------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
Simon Srybnik Director, Chairman, Chief Executive Officer, 1963 Fall 2000
84 President and Treasurer; nominee for re-election until Annual 2,369,323 (1) 56.46% (1)
as a director; a New York based industrialist 2000 Meeting
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 director; for more Since Fall 2000
J. Marcus than the past five years, a psychiatrist and June 6, Annual 25,000 (2) Less than
M.D. Chief of Pain Service and Director of New York 2000 Meeting 1.00% (2)
59 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; nominee for Since Fall 2000
60 re-election as a director; employed by the June 6, Annual 350,100 (3) 7.70% (3)
Company since 1984, and its General Manager for 2000 Meeting
more than the past five years
All directors, executive
officers and nominees 2,744,423 (4) 60.03% (4)
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 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
---------------------------- -----------
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 2000 -0- -0- -0- -0- (1)
Board, Chief Executive Officer and 1999 -0- -0- -0- -0-
President 1998 -0- -0- -0- -0-
Alex A. Burns 2000 $35,000 -0- (2) -0- -0-
Vice President and General Manager 1999 $35,000 -0- 350,000 (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.
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<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>
Number of Securities Value of
Underlying Unexercised
Unexercised Options In-the-Money
at FY-End Options 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-counter market
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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 October 19, 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 1,360,000 shares of Common Stock are reserved at October 19, 2000 for
issuance under stock option plans of the Company or option grants outside of the
terms of those plans. Except for shares that may be issued pursuant to those
plans or options and up to 475,000 shares that may be issuable in transactions
that are the subject of letters of intent, 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 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
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<PAGE> 10
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 June 25, 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
September 8, 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
October 23, 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
PRELIMINARY COPY
(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
PRELIMINARY COPY
PLEASE MARK, DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
Life Sciences, Inc.
NOVEMBER 14, 2000
Please Detach and Mail in the Envelope Provided
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
<TABLE>
<CAPTION>
FOR all nominees WITHHOLD AUTHORITY
listed at right (except to vote for all nominees
as marked to the listed at right
contrary below)
<S> <C> <C> <C> <C>
1. ELECTION [ ] [ ] NOMINEES: 2. ADOPTION OF AMENDMENT TO FOR AGAINST ABSTAIN
OF DIRECTORS. Simon Srybnik INCREASE NUMBER OF SHARES [ ] [ ] [ ]
Norman J. Marcus 3. APPOINTMENT OF FOR AGAINST ABSTAIN
Alex A. Burns
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL INDEPENDENT ACCOUNTANTS [ ] [ ] [ ]
NOMINEE, PRINT THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)
----------------------------------------------------- 4. The proxyholders are authorized to vote in their discretion
on business as may properly come before the meeting.
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.
</TABLE>
