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.
Title of each class of securities to which transaction applies:
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COMMON STOCK
Aggregate number of securities to which transaction applies:
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N/A
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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N/A
Proposed maximum aggregate value of transaction:
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N/A
Total fee paid:
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N/A
[ ] 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.
Amount Previously Paid:____________________________________________________
Form, Schedule or Registration Statement No.:______________________________
Filing Party:______________________________________________________________
Date Filed:________________________________________________________________
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LASER MASTER INTERNATIONAL, INC.
1000 FIRST STREET
HARRISON, NEW JERSEY 07029
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 13, 1998
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Laser
Master International, Inc. (the "Company"), will be held on July 13, 1998 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 approve the proposed grant of stock options to certain key
employees, officers, directors and consultants to the Company;
4. 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 June 3, 1998, 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
June 8, 1998
By Order of the Board of Directors
/S/ LEAH KLEIN
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LEAH KLEIN, Secretary
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<PAGE>
DEFINITIVE INFORMATION STATEMENT
LASER MASTER INTERNATIONAL, INC.
1000 FIRST STREET
HARRISON, NEW JERSEY 07029
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 13, 1998
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, 1997, will be held on July
13, 1998 at 10:00 a.m., at the offices of the Company, 1000 First Street,
Harrison, New Jersey 07029.
Shareholders of Record as of June 3, 1998 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 June
12, 1998 in conjunction with the Company's Annual Report on Form 10-KSB. As of
the Record Date, there were a total of 10,615,380 shares of the Company's Common
Stock outstanding with approximately 404 security holders of record. The
Company's 1997 Annual Report to its stockholders on Form 10-KSB is also enclosed
and should be read in conjunction with the materials set forth herein.
The expenses incidental to the preparation and mailing of this
Information Statement are being paid by the Company.
Abstentions and broker non-votes will be counted towards determining
whether a quorum is present.
The holders of common stock are entitled to elect a majority of the
Board of Directors.
The principal executive offices of the company are located at 1000
First Street, Harrison, New Jersey 07029. The telephone number is (800) 78-LASER
or (973) 482-7200.
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<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company proposes that the Company's
current directors standing for re-election be elected as directors and serve
until the next Annual Meeting of the Stockholders and continuing until their
successors are elected and qualified.
The Executive Officers and Directors of the Company and their ages are
as follows:
NAME AGE CURRENT POSITION WITH COMPANY DIRECTOR SINCE
- ---- --- ----------------------------- --------------
Mendel Klein 64 President, Treasurer Chairman of 1977
Chairman of the Board
Leah Klein 61 Vice-President, Secretary, 1977
Director
Mirel Spitz 38 Vice-President, Director 1977
Abraham Klein 32 Vice-President, Art Director, 1996
Director
* 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.
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.
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<PAGE>
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
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During the fiscal year ended November 30, 1997, the Board of Directors
met two 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 audit or compensation committees but intends to appoint committees in
the present fiscal year.
THE REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK.
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<PAGE>
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 the most highly compensated executive officer and director.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM
COMPENSATION
NAME AND PRINCIPAL FISCAL SALARY ANNUAL AWARDS ALL
POSITION YEAR ------- BONUS SECURITIES OTHER
- --------- ------ ----- UNDERLYING COMPENSATION
OPTIONS ------------
-------
Mendel Klein ........ 1997 $ 125,000 0 1,200,000 0 (2)
President, Treasurer, 1996 $ 125,000 0 1,200,000 0
Chairman & Director 1995 $ 125,000 0 0 0
Abraham Klein ....... 1997 $ 50,000 0 575,000 0
Vice-President, ..... 1996 $ 50,000 0 575,000 0
& Director .......... 1995 0 0 0 0
(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 (5) 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) In Fiscal Year 1996 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 be
awarded at the end of each fiscal year and vest at the time of each
annual grant at the discretion of the Board of Directors.
PROPOSAL 2: INDEPENDENT AUDITORS
The Board of Directors has selected Goldstein & Morris, Certified Public
Accountants, PC, as the Company's independent auditors for the current Fiscal
Year which ends November 30, 1998. Representatives of Goldstein & Morris,
Certified Public Accountants, PC, are expected to be present at the Annual
Meeting.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
ENDED NOVEMBER 30, 1997
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning the exercise of options
during the fiscal year ended November 30, 1997, 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
UNEXERCISED OPTIONS AT 11-30-97 IN-THE-MONEY OPTIONS AT 11-30-97 (2)
------------------------------- ------------------------------------
NAME SHARES VALUE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ACQUIRED REALIZED (1) ---------- ------------- ----------- -------------
ON -----------
EXERCISE
--------
<S> <C> <C> <C> <C> <C> <C>
Mendel Klein none N/A 480,000 720,000 0 0
Abraham Klein none N/A 230,000 345,000 0 0
<FN>
(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 June 3 , 1998, and the exercise price of the
options.
</FN>
</TABLE>
PROPOSAL 3: APPROVAL OF PROPOSED GRANT OF STOCK OPTIONS TO CERTAIN KEY
EMPLOYEES, OFFICERS, DIRECTORS AND CONSULTANTS TO THE COMPANY
The Company proposes with the consent of Messrs. Mendel, Abraham, Dov,
and Hershel Klein to terminate the unexercised vested incentive options as well
as the remaining unvested incentive stock options issued to Messrs. Mendel,
Abraham, Dov, and Hershel Klein under their respective employment agreements.
Upon the termination of the options, the Company proposes to issue new stock
options exercisable at the fair market value of the Company's Common Stock as of
the time of the grant.
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<PAGE>
Upon approval by stockholders, the 480,000 vested but unexercised stock
option, and the remaining 720,000 unvested stock options exercisable at $1.00
granted to Mendel Klein will be terminated and replaced with 1,200,000 incentive
stock options exercisable at the fair market value of the Company's Common Stock
as traded as of the time of the grant. Mr. Mendel Klein will receive 400,000
stock options each year at the end of the Company's fiscal year, for a period of
three (3) years, as long as he remains employed by the Company. The options
would vest at the time of each annual grant at the discretion of the Board of
Directors.
Additionally, the Company proposes to terminate the 230,000 unexercised vested
incentive options and the remaining 345,000 unvested stock options exercisable
at $1.00 granted to Messrs. Abraham, Dov, and Hershel Klein respectively. The
terminated options are to be replaced for each of the aforementioned employees
by 575,000 incentive stock options vesting over a period of three (3) years. The
options will be exercisable at the fair market value of the Company's Common
Stock as traded as of the time of the grant. Messrs. Abraham, Dov, and Hershel
Klein will receive 200,000 stock options respectively each year at the end of
the Company's fiscal year for a period of two (2) years and 175,000 options the
third year, so long as they remain employed by the Company. The options would
vest at the time of each annual grant at the discretion of the Board of
Directors.
The Board believes that it is in the Company's best interest to terminate the
previously issued options and issue these incentive options as opposed to an
increase in salary compensation. Messrs. Mendel, Abraham, Dov, and Hershel Klein
have agreed to work for the Company for substantially less than the amount of
compensation that the industry standard provides. Provided shareholders approve
the issuance of these new stock options, Messrs. Mendel, Abraham, Dov, and
Hershel Klein's employment agreements will be amended accordingly.
Additionally, the Company proposes the termination of 125,000 vested stock
options exercisable at $1.00 issued to Baratta & Goldstein attorneys to the
company and 50,000 vested stock options exercisable at $1.00 issued to Stephen
R. Strauhs the, Company's former certifying accountant. The terminated options
are to be replaced with the issuance of 125,000 stock options to Baratta &
Goldstein and 50,000 stock options to Stephen R. Strauhs. The options will vest
immediately upon grant and will be exercisable at the fair market value of the
Company's Common Stock as traded as of the time of the grant for a period of
five (5) years from the date of grant. The options to Baratta & Goldstein are in
consideration for legal services performed to the Company. The options to
Stephen R. Strauhs are in consideration for consulting services performed for
the Company.
REMUNERATION OF NON-MANAGEMENT DIRECTORS
The Company does not provide any remuneration to Non-Management
Directors.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the exchange act requires the Company's executive
officers and directors, and persons who own more than 10% of the registered
class of the Company's equity securities ("Reporting Persons"), to file reports
of ownership and changes in ownership with the Securities and
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<PAGE>
Exchange Commission (the "Commission") and with the NASDAQ stock market.
Reporting persons are required by the Commission regulations to furnish the
Company with copies of all forms they file pursuant to Section 16(a).
Based solely on its review of the copies of such reports received by
it, or written representations from certain Reporting Persons that no other
reports were required for those persons, the Company believes that during the
year ended November 30, 1997, the Reporting Persons complied with Section 16(a)
filing requirements applicable to them.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the best knowledge of the Company,
as of June 3, 1998, 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.
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENIFICIAL OWNERSHIP OF BENEFICIAL COMMON STOCK
- -------------------- ------------- ------------
Mendel Klein (1) ...................... 4,105,000 38.7%
Leah Klein (3) ....................... -- --
Mirel Spitz (4) ....................... -- --
Abraham Klein (5) ..................... 230,000 2.1%
Dov Klein(7) .......................... 730,000 6.88%
Hershel Klein (9) ..................... 730,000 6.88%
Young Management Group, Inc............ 800,000 (11) 7.54%
24 New England Executive Park
Burlington, MA 01803
All Directors and Executive Officers As a 4,335,000 40.84%
Group (4 persons)
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(1) Mr. Mendel Klein is the President and Chief Executive Officer of the
Company.
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<PAGE>
(2) Includes 3,625,000 shares of Common stock eligible for sale under Rule
144 and 480,000 stock options to purchase 480,000 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 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 230,000 options to purchase 230,000 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 500,000 shares of Common Stock and 230,000 options to purchase
230,000 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 500,000 shares of Common Stock and 230,000 options to purchase
230,000 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.
(11) Includes 300,000 warrants to purchase 300,000 shares of the Company's
Common Stock at $1.00 per share expiring May 10, 1999 and 500,000
warrants to purchase 500,000 shares of the Company's Common Stock at
$2.00 per share expiring May 10, 1999.
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS
Rules of the Securities and Exchange Commission require that any proposal by a
stockholder must be received by the Company for consideration at the 1998 Annual
Meeting of Stockholders no later than February 15, 1999 if any such proposal is
to be eligible for inclusion in the Company's Proxy/Information Statement
materials for its 1998 Annual Meeting. Under such rules the Company is not
required to include stockholder proposals in its Proxy/Information Statement
materials unless certain other conditions specified in such rules are met.
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OTHER MATTERS
Management of the Company is not aware of any other matters to be presented for
action at the Annual Meeting other than those mentioned in the Notice of Annual
Meeting of Stockholders and referred to herein.
VOTING PROCEDURE
Under New York law, each holder of record is entitled to vote the number of
shares owned by the shareholder for any agenda item. There are no cumulative
voting rights for the shareholders of the Company.
The Company is not aware of any other agenda item to be added to the agenda as
it has not been informed by any stockholder of any request to do so.
There are no matters on the agenda which involve rights of appraisal of a
stockholder. The Company incorporates by reference all items and matters
contained in its Form 10-KSB for the Fiscal Year ended November 30, 1997 as
filed with the Securities and Exchange Commission (the "Commission") in addition
to Form 10-QSB and Form 8-K Reports as filed with the Commission.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ MENDEL KLEIN
--------------------------------
Mendel Klein
President
Harrison, New Jersey
June 8, 1998
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