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:
<PAGE>
PRESIDENT'S MESSAGE
December 2, 1997
Dear Shareholders:
This years progress in moving your company forward has been hampered by the
significant time invested in attempting to integrate the acquisition of Surgical
Medical Specialists, Inc. In addition to the normal difficulties of combining
the companies, management had to deal with the alleged frauds and
misrepresentations of the sellers. The ensuing government investigation of
Surgical Medical Specialists, Inc, and its officers obviously precluded
management from receiving the intended assistance from the sellers during the
integration.
The results of the fiscal year ended March 31, 1997 were achieved by marketing
efforts, Sklar's acquisition and the consolidation of our distributors. The
Company's sales increased 52% compared to fiscal 1996. Our income from
Operations improved 37% compared to last year. Interest costs increased $92,633
to finance an acquisition. Overall profits increased $58,334 or 47.9% compared
to the prior year. General and administrative expenses, as a percent of sales,
decreased from 44.3% to 38.7% primarily as a result of efficiencies of scale at
the Company's increased sales level. Year end results were negatively impacted
by the problems associated with the acquisition.
Currently, the Company is distributing products for dentists, physicians,
surgery centers, and hospitals. Integration of the healthcare markets continue
and the Company is furthering its understanding of the changes in its current
business environment. Our emphasis on the hospital market should have the dual
effect of strengthening our market share in both the hospital and the physician
marketplace due to the trend of integrated healthcare. It is management's view
that these strategies and continued management control of expenses and a stable
Deutsche Mark will position your Company favorably in these markets for
long-term growth.
Sincerely,
Don Taylor
Chairman of the Board and President
2
<PAGE>
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 Wednesday, December 31,
1997 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: December 8, 1997
/s/ Don Taylor
Don Taylor
President
<PAGE>
SKLAR CORPORATION
889 South Matlack Street
West Chester, PA 19382
(610) 430-3200
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
December 8,1997
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 31, 1997 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 December 8, 1997.
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 December 2, 1997, 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
<PAGE>
two directors in Class II which both classes serve for two years. Class I and
Class II directors are voted on in alternating years to provide a continuity of
the board. This year Class II directors are being elected.
When proxies in the accompanying forms are received properly executed,
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.
<PAGE>
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,
1997 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. Messrs. Malinowski,
Taylor, Kellam, Knepshield and Wicks are presently Directors of the Company.
<TABLE>
<CAPTION>
Name and Address Title of Class # of Shares(2) % of Class(l)
<S> <C> <C> <C>
Michael Malinowski (4) Preferred 2,995 12.1
613 Aberdeen Rd. Common 40,256 3.3
Kennett Square, PA 19348
Don Taylor (4) Preferred 12,446 50.1
1740 Lenape Rd. Common 707,876 57.2
West Chester, PA 19382
George Kellam (4) Preferred 25 *
33 Chatham Court Common 0 *
Dover, DE 19901
William R. Knepshield(3)(4) Preferred 50 *
11 Roselawn Lane Common 0 *
Malvern, PA 19355
Albert Wicks (3)(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%
</TABLE>
(1) Based upon combined total voting power of 1,237,711 shares of Common Stock
and 24,825 shares of Preferred Stock.
(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 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.
<PAGE>
ELECTION OF DIRECTORS
Two 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 20,1996.
NOMINEES
COMMON STOCKHOLDER NOMINEES
Albert Wicks. Mr. Wicks, age 49, has been the owner and President of C
& Medical Supply for fourteen years. Mr. Wicks' company specializes in the
distribution of medical supplies to the physician market. Prior to founding his
own company, he spent seventeen years in sales and management of Foster Medical,
a company that specializes in sales of supplies to physicians.
PREFERRED STOCKHOLDER NOMINEES
William R. Knepshield. Mr. Knepshield, age 62, has sixteen years
experience as the Chief Executive of several publicly held companies involved
with the medical technology field and the inventions of innovative medical
devices.
<PAGE>
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.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
compensation paid by the company for the fiscal year ended March 31, 1997, 1996,
1995, 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.
<TABLE>
<CAPTION>
Name of Individual or Capacities in Cash Other Annual Fiscal
Number of Persons Which Served Compensation Compensation Year
in Group
<S> <C> <C> <C> <C>
Don Taylor President $170,170 $26,173 1997
Michael Malinowski Vice President $125,364 $20,833 1997
Don Taylor President $194,465 $7,548 1996
Don Taylor President $163,340 $4,899 1995
</TABLE>
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
<PAGE>
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.
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 share-holder proposals intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Corporation not later than March
15, 1998, 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.
<PAGE>
AVAILABILITY OF SEC FORM 10-K
THE CORPORATION'S ANNUAL REPORT FOR ITS FISCAL YEAR ENDED MARCH 31,1997
ON FORM 10-K, 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-K
ARE AVAILABLE AT A CHARGE SUFFICIENT TO COVER POSTAGE AND HANDLING. SUCH
MATERIAL CAN BE OBTAINED BY WRITING TO MICHAEL MALINOWSKI, 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: December 8,1997
West Chester, PA
<PAGE>
SKLAR CORPORATION ANNUAL MEETING TO BE HELD ON 12/31/97 AT 12:00 P.M. EST FOR
HOLDERS AS OF 12/04/97
1822 15-0112 AS AN ALTERNATIVE TO COMPLETING THIS FORM, YOU MAY
ENTER YOUR VOTE INSTRUCTION BY TELEPHONE. CALL TOLL FREE
1-800-454-8683 AND FOLLOW THE SIMPLE INSTRUCTIONS.
CUSIP 584053300 CONTROL NO 1430 0169 4266
DIRECTORS
- ---------
DIRECTORS RECOMMENDED: A VOTE FOR ELECTION OF THE FOLLOWING DIRECTORS
1 - WILLIAM R. KNEPSHIELD
PROPOSALS DIRECTORS
- --------- RECOMMEND
2 - PROPOSAL TO APPROVE STOCKTON BATES & COMPANY AS THE INDEPENDENT FOR
PUBLIC ACCOUNTANTS OF THE CORPORATION.
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF
<PAGE>
SKLAR CORPORATION ANNUAL
12/31/97 AT 12:00 P.M. EST
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES
[ ] WITHHOLD ALL NOMINEES
[ ] WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVDUAL NOMINEE. WRITE NUMBERS(S)
OF NOMINEES BELOW
------------------------------
PLEASE INDICATE YOUR PROPOSAL SELECTIONS BY FIRMLY PLACING AN 'X' IN THE
APPROPORIATE NUMBER RED BOX WITH BLUE OF BLACK INK ONLY
SEE VOTING INSTRUCTIONS NO 1 ON REVERSE
ACCOUNT NO: 3Y90331461
CUSIP: 594053300
CONTROL NO: 1430 0169 4266
PLACE "X" HERE IF YOU PLAN TO VOTE YOUR SHARES AT THE MEETING.
