UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
SKLAR CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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:
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SKLAR CORPORATION
889 South Matlack Street
West Chester, PA 19382
(610) 430-3200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of SKLAR
CORPORATION, a Pennsylvania corporation, will be held on Friday, December 20,
1996 at 12:00 P.M. Eastern Standard Time at the Holiday Inn, 943 South High
Street, West Chester, PA 19382 for the following purposes:
1. To elect members of the Board of Directors of the Corporation to serve
in accordance with the By-laws.
2. To act on the proposal to approve Stockton Bates & Company as
independent public accountants of the Corporation.
3. To transact such other business as may properly come before the
meeting.
If this meeting is adjourned for lack of a quorum, then at an adjourned
meeting those shareholders who attend such meeting shall, although less than a
quorum, constitute a quorum for the purpose of electing directors. Furthermore,
if such adjourned meeting is held at least 15 days after the originally
adjourned meeting, those shareholders present, although less than a quorum,
shall nevertheless constitute a quorum for the purpose of acting upon any matter
set forth in this notice.
DATE: November 27, 1996
Don Taylor
President
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SKLAR CORPORATION
889 South Matlack Street
West Chester, PA 19382
(610) 430-3200
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
November 27, 1996
INTRODUCTION
This Proxy Statement is furnished to the stockholders of Sklar
Corporation (the "Corporation") in connection with the solicitation of proxies
by its Board of Directors for use at the Annual Meeting of Stockholders, to be
held on December 20, 1996 at the time and place and for the purpose set forth in
the accompanying Notice of Meeting. The costs of such solicitation shall be
borne by the Corporation. The first date on which this Proxy Statement and the
enclosed forms of proxy are being sent to the Corporation's stockholders is on
or about November 27, 1996.
Only holders of record of the Corporation's issued and outstanding
Common Stock and Series A Convertible Preferred Stock (hereinafter referred to
as the "Preferred Stock") at the close of business on November 15, 1996, the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting, are entitled to such notice and to vote at the Meeting. On
such record date there were 1,237,711 shares of Common Stock and 24,825 shares
of Preferred Stock issued and outstanding. Neither the holders of the Common
Stock nor the holders of the Preferred Stock have any cumulative voting rights.
The holders of the outstanding Common Stock and the outstanding
Preferred Stock are entitled to vote together, as one class, on a one vote per
share basis, on all matters coming before the Meeting except as stated below and
as follows: because of the fact that dividends aggregating at least $12.50 per
share have not been paid to the holders of the Preferred Stock over the
preceding 18 month period, the holders of the Preferred Stock, voting separately
as a class, are entitled to maintain a majority of the Board of Directors, which
right has been exercisable since March 1, 1986. The votes of the Preferred
Stockholders for the director to be elected by them shall be counted separately
and shall be conclusive with respect to the election of such persons. Similarly,
the votes of the Common Stockholders for the director to be elected by them
shall be counted separately and shall be conclusive with respect to the election
of such persons. Furthermore the board is divided into classes, three directors
in Class I and two directors in Class II which both classes serve for two years.
Class I and Class II Board of Director members are voted on in alternating years
to provide a continuity of the board. This year Class I directors are being
elected.
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When properly executed proxies in the accompanying forms are received,
the shares represented thereby will be voted at the Meeting, and at any
adjournments thereof, in accordance with the directions noted thereon, unless
such proxies have previously been revoked. If no direction is indicated, such
shares will be voted FOR the proposed slates of directors.
Management does not intend to present any business at the Meeting for
vote other than the matters set forth in the accompanying Notice, and has no
information that others will do so. If other matters requiring the vote of the
stockholders properly come before the Meeting, it is the intention of the
persons named in the enclosed forms of proxies to vote the proxies held by them
(which confer authority to such persons to vote on such matters) in accordance
with their best judgment on such matters.
Any stockholder giving a proxy has the power to revoke that proxy at
any time before it is voted. A proxy may be revoked at any time before it is
voted by filing with the Secretary of the Corporation at the address set forth
above, or at the Meeting, a written revocation, or by executing a proxy bearing
a date subsequent to the proxy being revoked. Any stockholder may attend the
Meeting and vote in person, whether or not such stockholder has previously given
a proxy, thereby canceling any proxy previously given, whether or not written
revocation of such proxy has been given.
The Corporation will authorize banks, brokerage houses and other
custodians, nominees or fiduciaries to forward copies of Proxy material to the
beneficial owners of shares or to request authority for the execution of Proxies
and will reimburse such banks, brokerage houses and other custodians, nominees
or fiduciaries to forward copies of Proxy material to the beneficial owners of
shares or to request authority for the execution of Proxies and will reimburse
such banks, brokerage houses and other custodians, nominees or fiduciaries for
their normal handling charges and expenses incurred in connection therewith. In
addition to solicitation by mail, officers and regular employees of the
Corporation may solicit proxies by telephone and personally, but will not
receive any extra or specific compensations for so doing.
2
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SECURITY OWNERSHIP
The following table sets forth the number of shares owned by persons or
entities who are known by management to have beneficially owned on March 31,
1996 more than 5% of the voting stock of the company, the number of shares
beneficially owned on such date by each Director, and the number of shares owned
by all Directors and officers of the company as a group(2). Messrs. Malinowski,
Taylor, Kellam, Knepshield and Wicks are presently Directors of the Company.
Name and Address Title of Class # of Shares(2) % of Class(1)
Michael Malinowski (3) (4) Preferred 2,995 12.1
613 Aberdeen Road Common 40,256 3.3
Kennett Square, PA 19348
Don Taylor (3) (4) Preferred 12,446 50.1
1740 Lenape Road Common 707,876 57.2
West Chester, PA 19382
George Kellam (3) (4) Preferred 25 *
33 Chatham Court Common 0 *
Dover, DE 19901
William R. Knepshield (4) Preferred 50 *
11 Roselawn Lane Common 0 *
Malvern, PA 19355
Albert Wicks (4) Preferred 0 *
2953 Linda Lane Common 0 *
Reading, PA 19608
All Directors and Officers Preferred 15,516 62.5
as a Group Common 748,132 60.4
*Less than 1%
(1) Based upon combined total voting power of 1,237,711 shares of Common Stock
and 24,825 shares of PreferredStock.
(2) Information as to stockholdings is derived from stockholder records, and the
Company is relying on the information set forth in such records. The Company has
no knowledge as to the nature of beneficial ownership or whether the person
concerned has sole voting and dispositive power with respect to such shares. The
Company has not received any statements on Schedule 13D relating to the Company.
(3) Nominee for election as Director.
(4) Currently a Director.
3
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ELECTION OF DIRECTORS
Three directors are to be elected at this meeting, each to hold office as set
forth in the notice of meeting to which this proxy statement is appended. These
nominees are presently members of the board and have received the endorsement
and nomination of all the members of the board. The board does not contemplate
that any nominee will be unable to serve as director, but if such contingency
should occur prior the meeting, the board reserves the right to substitute
another person of its choice as a nominee for director at the meeting.
The number of shares of each class of capital stock of the corporation owned by
each nominee is set forth elsewhere herein under the caption "Security ownership
of certain beneficial owners and management". There are no family relationships
among directors, the director nominees, or executive officers, nor is there any
arrangement or understanding between any such director or nominee and any other
person pursuant to which any director or nominee was selected as such. The last
annual meeting was held on December 29, 1995.
COMMON STOCKHOLDER NOMINEES
George Kellam. Mr. Kellam, age 56, has been the owner and President of
G.D.M. Industries for sixteen years. Mr. Kellam's company specializes in the
advertising and promotional business.
PREFERRED STOCKHOLDER NOMINEES
Michael Malinowski. Mr. Malinowski, age 42, was appointed to the Board
in April 1991. Mr. Malinowski joined the Company in 1986 with a background in
computer systems management and advertising. Mr. Malinowski's responsibilities
as Executive Vice President include the oversight of Company operations.
Don Taylor. Mr. Taylor, age 50, was appointed to the Board in November
1988 and was elected President in January 1989. From 1986 to 1989 he was
retained as a "turn around" consultant to the Company. From 1969 to 1982 he
owned and operated a chain of drug stores. Additionally, from 1981 until 1986 he
owned a consulting firm specializing in the turn around of financially troubled
companies. His experience includes operations, sales and marketing.
MEETINGS AND COMMITTEES OF THE BOARD
During the past fiscal year. The board held one meeting. No incumbent director
attended fewer than 75% of such meetings. It is the practice of Mr. Taylor, the
President of the Corporation, to informally discuss with the members of the
board various matters concerning the business and affairs of the corporation
monthly in the absence of a formal meeting. The board does not have any
presently functioning standing audit, nominating or compensation committees, or
committee performing similar functions.
4
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EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
compensation paid by the company for the fiscal year ended March 31, 1996, 1995
and 1994 to each Executive Officer of the Company whose aggregate cash and cash
equivalent compensation exceeded $100,000. During the years ended March 31,
1993, 1994 and 1995, no director received any fee for serving as director or for
committee participation. Commencing in 1996 non-employee directors receive $500
per meeting attended.
Name of
Individual or
Number of Capacities in Other
Persons in Group Which Served Cash Annual Fiscal
Compensation Compensation Year
Don Taylor President $194,465 $7,548 1996
Don Taylor President $163,340 $4,899 1995
Don Taylor President $136,622 $2,647 1994
Other Annual Compensation is comprised of the Company's matching 401K
contribution and Mr. Taylor's portion of the Company's profit sharing
contribution to the 401K Plan. Profit sharing contributions are allocated among
all employees qualifying for participation in the 401K Plan.
STOCK OPTIONS
In February 1983, the Corporation's Stockholders approved an Incentive
Stock Option Plan which provides for the granting of options to Officers and key
employees. The Plan covers 100,000 shares of Common Stock and is intended to
attract and retain qualified personnel and to provide incentive to individuals
who are deemed to be in a position to make a significant contribution to the
Corporation's operations. The minimum exercise price of options granted under
the Plan is required to be market value on the date the option is granted.
During the fiscal year beginning April 1, 1993, the Corporation issued to Mr.
Michael Malinowski an option for 100,000 shares exercisable at $.20 per share
under the above Stock Option Plan. Such option will expire on December 31, 2002.
In 1988 the Board granted Mr. Donald Taylor 4,000 options on a new
class of subordinated preferred stock at $10.00 per share. Mr. Taylor has not
exercised these options as of the last fiscal year. During the fiscal year ended
March 31, 1988, options were granted to Mr. Donald Taylor (which options were
not pursuant to the above described Stock Option Plan) covering 175,000 shares
of Common Stock. Such options expired January 1, 1990 and were exercisable at
$.75 per share. With the 1988 Options expired, the Board of Directors during the
fiscal year beginning April 1, 1993, granted an option for 100,000 shares of
Common Stock to Mr. Donald Taylor at an exercisable price of $.25 per share
which will expire on December 31, 2002.
There are approximately 62,000 additional Common shares authorized but
not issued, which are available to the Board to be issued at its option to
attract and retain qualified individuals.
5
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INDEPENDENT PUBLIC ACCOUNTANTS
Stockton Bates & Company has served as the Corporation's independent
public accountants since 1987. The Board of Directors has retained this firm in
such capacity for the current year. Representatives of Stockton Bates & Company
are expected to be present at the Annual Meeting of Shareholders and will have
an opportunity to make a statement if they so desire and to respond to
appropriate questions.
OTHER BUSINESS
The Board of Directors does not presently intend to bring any business
before the Meeting other than that stated in the Notice of Annual Meeting of
Shareholders and is not aware that any such other matters will be presented for
action at the Meeting. However, if any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed proxies to
vote on such matters according to their best judgment on such matters.
SHAREHOLDER PROPOSALS
All shareholder proposals intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Corporation not later than March
15, 1997, and must otherwise comply with the rules and regulations of the
Securities and Exchange Commission for inclusion in the Corporation's Proxy
Statement and form of proxy relating to that meeting.
AVAILABILITY OF SEC FORM 10-K
THE CORPORATION'S ANNUAL REPORT FOR ITS FISCAL YEAR ENDED MARCH 31,
1996 ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, DC, IS
AVAILABLE WITHOUT CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST. EXHIBITS TO THE
FORM 10-KSB ARE AVAILABLE AT A CHARGE SUFFICIENT TO COVER POSTAGE AND HANDLING.
SUCH MATERIAL CAN BE OBTAINED BY WRITING TO CHARLES WILSON, C/O SKLAR
CORPORATION, 889 S. MATLACK STREET, WEST CHESTER, PA 19382.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE,
AND RETURN THE ENCLOSED PROXY OR PROXIES IN THE ENVELOPE PROVIDED.
NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
DON TAYLOR
President and Chairman of the Board
DATED: November 27, 1996
West Chester, PA
6
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PROXY SKLAR CORPORATION PREFERRED STOCK
- --------------------------------------------------------------------------------
889 South Matlack Street
West Chester, PA 19382
- --------------------------------------------------------------------------------
The undersigned hereby appoints Charles Wilson as proxy with the power to
appoint his substitute, and hereby authorize him to represent and vote, as
designated below, all shares of common stock of Sklar Corporation held of record
by the undersigned on November 15, 1996, at the annual meeting of shareholders
to be held on December 20, 1996 or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below. (INSTRUCTION
to withhold authority to vote for any individual nominee write that nominees
name on the space provided below.)
------------------------------ --------------------------------
Donald D. Taylor (2 year term) Michael Malinowski (2 year term)
2. PROPOSAL TO APPROVE STOCKTON BATES & COMPANY as the independent public
accountants of the Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, and to be signed on the reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for Proposals 1 and 2 above. Please sign exactly as name appears below. When
shares are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
DATED:________________________, 1996
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
<PAGE>
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PROXY SKLAR CORPORATION COMMON STOCK
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889 South Matlack Street
West Chester, PA 19382
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The undersigned hereby appoints Charles Wilson as proxy with the power to
appoint his substitute, and hereby authorize him to represent and vote, as
designated below, all shares of common stock of Sklar Corporation held of record
by the undersigned on November 15, 1996, at the annual meeting of shareholders
to be held on December 20, 1996 or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below. (INSTRUCTION
to withhold authority to vote for any individual nominee write that nominees
name on the space provided below.)
------------------------------
George Kellam (2 year term)
2. PROPOSAL TO APPROVE STOCKTON BATES & COMPANY as the independent public
accountants of the Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, and to be signed on the reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for Proposals 1 and 2 above. Please sign exactly as name appears below. When
shares are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
DATED: ________________________, 1996
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
