<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[x] Definitive Information Statement
LASER MASTER INTERNATIONAL, INC.
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(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock
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2) Aggregate number of securities to which transaction applies:
N/A
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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):
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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5) Total fee paid:
N/A
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the 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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3) Filing Party:
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4) Date Filed:
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<PAGE>
LASER MASTER INTERNATIONAL, INC.
1000 FIRST STREET
HARRISON, NEW JERSEY 07029
================================================================================
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 1997
================================================================================
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Laser Master International, Inc. (the "Company"), will be held on December 30,
1997 at 10:00 A.M. at the offices of the Company, 1000 First Street, Harrison,
New Jersey, for the following purposes:
1. To elect a Board of four (4) Directors, to serve until their
respective successors shall be elected and shall qualify;
2. To ratify the selection of independent public accountants for the
Company's current fiscal year;
3. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
Pursuant to the By-Laws, the Board of Directors has fixed the close of
business on November 25, 1997, as the record date for the determination of
Stockholders entitled to notice of and to vote at the Meeting. The transfer
books of the Company will not be closed.
So far as Management is, at present, aware, no business will come
before the Annual Meeting other than the matters as set forth above.
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Dated: Harrison, New Jersey
December 1, 1997
By Order of the Board of Directors
/s/ Leah Klein
----------------------------------
LEAH KLEIN, Secretary
<PAGE>
INFORMATION STATEMENT
LASER MASTER INTERNATIONAL, INC.
1000 FIRST STREET
HARRISON, NEW JERSEY 07029
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 1997
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of the
Corporation for the Fiscal Year ending November 30, 1996, will be held on
December 30, 1997 at 10:00 a.m., at the offices of the Company, 1000 First
Street, Harrison, New Jersey 07029.
Shareholders of Record as of November 25, 1997 will be entitled to receive
Notice and vote at the Meeting. It is anticipated that this Information
Statement will be first mailed to the Company's stockholders, on or before
December 1, 1997. The Company's Annual Report on Form 10-KSB has previously
been distributed to shareholders. As of the Record Date, there were a total of
10,615,385 shares of the Company's Common Stock outstanding with 408 security
holders of record.
The holders of common stock are entitled to elect a majority of the Board
of Directors.
DIRECTORS AND EXECUTIVE OFFICERS
The Executive Officers and Directors of the Company and their ages are as
follows:
NAME AGE CURRENT POSITION WITH DIRECTOR SINCE
COMPANY
Mendel Klein 64 President, Treasurer
Chairman of the Board 1977
Leah Klein 61 Vice-President, Secretary,
Director 1977
Mirel Spitz 38 Vice-President, Director 1977
Abraham Klein 32 Vice-President, Art Director,
Director 1996*
* Mendel Klein and Leah Klein are spouses.
** Mirel Spitz and Abraham Klein are brother and sister and are the children
of Mendel and Leah Klein.
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The executive officers of the Company are appointed by the Board of
Directors to serve until their successors are elected and qualified. The
directors of the Company are elected each year at the annual meeting of the
stockholders for a term of one year and until their successors are elected and
qualified. The following are brief descriptions of the directors, nominees and
executive officers of the Company.
MENDEL KLEIN has been the President, Treasurer and Chairman of the Board
of the Company and its subsidiaries from its inception in 1977. Mr. Klein has
36 years experience in the knitting and printing industries. From 1970-1976, he
was associated with Len Art Knitting Mills, Adelphi Knitting Mills, Inc. and
Fabrimatics, Inc.
LEAH KLEIN is the wife of Mendel Klein, she has served as an Officer and
Director of the Company and its subsidiaries since 1977. In addition to the
responsibilities of her office, Mrs. Klein is responsible for administrative
duties within the Company.
MIREL SPITZ is a Vice-President and Director of the Company. Mrs. Spitz
is the daughter of Mendel and Leah Klein and is employed by the Company in
administrative duties. She has served as an officer and director of the Company
since 1977.
ABRAHAM KLEIN is a Director of the Company. Mr. Klein has served in
various technical positions of the Company for the past five years and is
presently the Company's Art Director. Mr. Klein is the son of Mendel and Leah
Klein.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended November 30, 1996, the Board of Directors met
three times. Each incumbent director attended all of the Board meetings and
meetings of Committees of which he/she was a member. The Company presently does
not have an audit committee but intends to appoint a committee in the present
fiscal year.
THE REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION
The following table sets forth the compensation for each of the last three
completed fiscal years ending November 30, earned by the Chief Executive Officer
and each of the four most highly compensated executive officers and directors
whose individual remuneration exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
COMPENSATION
AWARDS
NAME AND PRINCIPAL FISCAL SALARY ANNUAL SECURITIES
POSITION YEAR BONUS UNDERLYING ALL OTHER
OPTIONS COMPENSATION
<S> <C> <C> <C> <C> <C>
Mendel Klein................. 1996 $125,000 0 1,200,000 (1) 0 (2)
President, Treasurer, 1995 $125,000 0 0
Chairman & Director 1994 $125,000 0 0
Leah Klein................... 1996 0 0 0 0
Vice-President, 1995 0 0 0 0
Secretary & Director 1994 0 0 0 0
Mirel Spitz.................. 1996 0 0 0 0
Vice-President & 1995 0 0 0 0
Director 1994 0 0 0 0
Abraham Klein................ 1996 $50,000 0 575,000 (4) 0
Vice-President, Art 1995 0 0 0 0
Director, Director (3) 1994 0 0 0 0
</TABLE>
___________________
(1) Mr. Klein was awarded in fiscal year 1996 1,200,000 incentive stock
options at $1.00 per share over a period of five years as a part of his
employment compensation. 240,000 stock options are to be awarded to Mr.
Klein at the end of each fiscal year and are to vest at the time of each
annual grant at the discretion of the Board of Directors.
(2) Excludes the Company's contribution and Mr. Klein's participation in group
life, accident and hospitalization insurance provided by the Company.
Additionally, it does not include the use of a Company owned automobile.
(3) Elected as a director and appointed as an executive officer in fiscal year
1996.
(4) Mr. Abraham Klein was awarded pursuant to his employment contract a total
of 575,000 stock options at $1.00 per share over a period of five (5)
years with 115,000 stock options to vest annually.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
ENDED NOVEMBER 30, 1996
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning the exercise of options
during the fiscal year ended November 30, 1996, and unexercised options held as
of the end of the fiscal year with respect to each of the Named Executives:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT 11-30- MONEY OPTIONS AT 11-30-96 (2)
96
NAME SHARES VALUE EXERCISABLE UN-EXERCISABLE EXERCISABLE UN-EXERCISABLE
ACQUIRED REALIZED (1)
ON
EXERCISE
<S> <C> <C> <C> <C> <C> <C>
Mendel Klein none N/A 240,000 960,000 0 $86,400
Abraham Klein none N/A 115,000 460,000 0 $41,400
</TABLE>
(1) Calculated by multiplying the number of shares underlying options by the
difference between the average of the closing bid and ask price of the
Common Stock as reported by NASDAQ on the date of exercise and the
exercise price of the options.
(2) Calculated by multiplying the number of shares underlying options by the
difference between the average of the closing bid and ask price of the
Common Stock as reported by NASDAQ on November 24 , 1997, and the exercise
price of the options.
REMUNERATION OF NON-MANAGEMENT DIRECTORS
The Company does not provide any remuneration to Non-Management Directors.
COMPLIANCE WITH SECTION 16(1) OF THE EXCHANGE ACT
The Company to the best of its knowledge has not received a copy of any
Form 5 with respect to the fiscal year ending November 30, 1996, or any
representations from any officer, director or 10% shareholder of the company
that such Form 5 was required to be filed.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the best knowledge of the Company,
as of November 25, 1997, certain information with respect to (1) beneficial
owners of more than five percent (5%) of the outstanding Common Stock of the
Company; (2) beneficial ownership of shares of the Company's Common Stock by
each director and named executive; and (3) beneficial ownership of shares of
Common Stock of the Company by all directors and officers as a group. The
address for each person listed below unless otherwise indicated is Laser Master
International, Inc. 1000 First Street, Harrison, New Jersey 07029.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP COMMON STOCK
<S> <C> <C>
Mendel Klein (1)............................... 3,865,000 (2) 31.31%
Leah Klein (3)................................. -- --
Mirel Spitz (4)................................ -- --
Abraham Klein (5).............................. 115,000 (6) *
Dov Klein (7).................................. 115,000 (8) *
Hershel Klein (9).............................. 115,000 (10) *
Palomar Medical Technologies, Inc.............. 1,000,000 8.1%
66 Cherry Hill Drive
Beverly, MA 01915
Young Management Group, Inc.................... 800,000 6.48%
24 New England Executive Park
Burlington, MA 01803
All Directors and Executive Officers As a...... 3,980,000 32.25%
Group (4 persons)
</TABLE>
_______________________
* Represents less than 1%.
(1) Mr. Mendel Klein is the President and Chief Executive Officer of the
Company.
(2) Includes 3,625,000 shares of Common stock eligible for sale under Rule 144
and 240,000 stock options to purchase 240,000 shares of Common Stock at
$1.00 per share within 60 days. Mr. Mendel Klein disclaims any beneficial
ownership of any of the common stock or options owned by any member of the
Klein family.
(3) Mrs. Leah Klein is a Vice President, Secretary and a Director of the
Company. Mrs. Leah Klein is the wife
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<PAGE>
of Mr. Mendel Klein. Mrs. Leah Klein disclaims any beneficial ownership
of any of the common stock or options owned by any member of the Klein
family.
(4) Mrs. Mirel Spitz is a Vice President and Director of the Company. Mrs.
Spitz is the daughter of Mr. Mendel Klein and Mrs. Leah Klein. Mrs. Spitz
disclaims any beneficial ownership of any of the common stock or options
owned by any member of the family.
(5) Mr. Abraham Klein is a Director of the Company and is employed as the
Company's Art Directors, Mr. Abraham Klein is the son of Mr. Mendel Klein
and Mrs. Leah Klein.
(6) Includes 115,000 options to purchase 115,000 shares of Common Stock at
$1.00 per share exercisable within 60 days. Mr. Abraham Klein disclaims
any beneficial ownership of any of the Common Stock or options owned by
any member of the Klein family.
(7) Mr. Dov Klein is employed as the Company's Product Manager. Mr. Dov Klein
is the son of Mr. Mendel Klein and Mrs. Leah Klein.
(8) Includes 115,000 options to purchase 115,000 shares of Common Stock at
$1.00 per share exercisable within 60 days. Mr. Dov Klein disclaims any
beneficial ownership of any member of the Klein family.
(9) Mr. Hershel Klein is employed as the Company's Customer Service and Plant
Manage. Mr. Hershel Klein is the son of Mr. Mendel Klein and Mrs. Leah
Klein.
(10) Includes 115,000 options to purchase 115,000 shares of Common Stock at
$1.00 per share exercisable within 60 days. Mr. Hershel Klein disclaims
any beneficial ownership of any member of the Klein Family.
INDEPENDENT AUDITORS
The Board of Directors has selected Goldstein & Morris, Certified Public
Accountants, PC, as the Company's independent auditors for the Fiscal Year ended
November 30, 1997. Representatives of Goldstein & Morris, Certified Public
Accountants, PC, are expected to be present at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mendel Klein
-------------------------------
Mendel Klein
President
Harrison, New Jersey
December 1, 1997
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