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
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)
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statement number, or the Form or Schedule and the date of its filing.
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<PAGE>
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 DECEMBER 29, 2000
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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 December 29,
2000 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 fiscal
year ended November 30, 2000; and
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 27, 2000, 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 4, 2000
By Order of the Board of Directors
/s/ Leah Klein
------------------------------
Leah Klein, Secretary
<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 DECEMBER 29, 2000
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 ended November 30, 1999, will be held on
December 29, 2000 at 10:00 a.m., at the offices of the Company, 1000 First
Street, Harrison, New Jersey 07029.
Shareholders of Record as of November 27, 2000 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 7, 2000 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 388 security holders of record. The
Company's 1999 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-notes 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.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company propose 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:
<TABLE>
<CAPTION>
NAME AGE CURRENT POSITION WITH COMPANY DIRECTOR SINCE
---------------------- -------- -------------------------------------------------- --------------------
<S> <C> <C>
Mendel Klein* 68 Chairman of the Board, Chief Executive Officer 1977
Abraham Klein** 38 President, Art Director, Director 1996
Leah Klein* 64 Vice-President, Secretary, Director 1977
Mirel Spitz** 41 Vice-President, Director 1977
<FN>
* Mendel Klein and Leah Klein are husband and wife.
** Mirel Spitz and Abraham Klein are brother and sister and are the children
of Mendel and Leah Klein.
</FN>
</TABLE>
The executive officers of the Company are appointed by the Board of
Directors. 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 Chairman of the Board and Chief Executive
Officer 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.
ABRAHAM KLEIN is the President and Director of the Company. Mr. Klein
has served in various technical positions with the Company for the past seven
years and, in addition to his position as president, is presently the Company's
Art Director. Mr. Klein is the son of Mendel and Leah Klein.
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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended November 30, 1999, the Board of
Directors met two times. Each incumbent director attended all of the Board
meetings. The Company presently does not have audit or compensation committees
but intends to appoint committees.
2
<PAGE>
REMUNERATION OF NON-MANAGEMENT DIRECTORS
The Company does not provide any remuneration to non-management directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the compensation for the fiscal years
ending November 30, 1999, 1998 and 1997 earned by the Chief Executive Officer
and the most highly compensated executive officers, employees and directors of
the Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------
LONG TERM
COMPENSATION
AWARDS
SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS OPTIONS COMPENSATION
--------------------------- ----------- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Mendel Klein, 1999 $125,000 $0 1,200,000(1) $10,000(2)
Chairman & Chief Executive Officer 1998 $125,000 $0 1,200,000 $10,000
1997 $125,000 $0 1,200,000 $10,000
Abraham Klein, 1999 $70,000 $0 575,000(3) $10,000(2)
President & Director 1998 $50,000 $0 575,000 0
1997 $50,000 $0 575,000 0
Hershel Klein, 1999 $70,000 $0 575,000(3) 0
Customer Service and Plant Manager 1998 $50,000 $0 575,000 0
1997 $50,000 $0 575,000 0
Dov Klein, 1999 $70,000 $0 575,000(3) 0
Product Manager 1998 $50,000 $0 575,000 0
1997 $50,000 $0 575,000 0
Leah Klein, 1999 $0 $0 0 0
Vice-President & Director 1998 $0 $0 0 0
1997 $0 $0 0 0
Mirel Spitz 1999 $0 $0 0 0
Vice-President & Director 1998 $0 $0 0 0
1997 $0 $0 0 0
<FN>
(1) In fiscal year 1996, with shareholder approval, Mr. Klein was awarded
1,200,000 incentive stock options exercisable at $1.00 per share over
a period of five (5) years as a part of his employment compensation.
240,000 stock options were to be awarded to Mr. Klein at the end of
each fiscal year and vested at the time of each annual grant at the
discretion of the board of directors. At the Company's annual meeting
for fiscal year 1997 held on July 13, 1998 with the consent of Mr.
Klein, shareholders approved the proposal whereby all unexercised
vested incentive options (480,000 option shares) as well as all
remaining incentive options to be granted (720,000 option shares),
previously awarded to Mr. Klein were terminated and replaced with
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<PAGE>
1,200,000 incentive stock options exercisable at $0.31 per option
share, the fair market value of the Company's common stock as traded
at the time of grant. The new grant of stock options to Mr. Klein
provided for Mr. Klein to receive 400,000 stock options at the end of
the Company's fiscal year for a period of three (3) years, as long as
he remained employed by the Company. Options vest at the time of each
annual grant at the discretion of the board of directors. As of the
fiscal year ended November 30, 1999, Mr. Klein was vested in 800,000
stock options.
(2) Includes the Company's contribution and Mr. Klein's participation in
group life, accident and hospitalization insurance provided by the
Company, Additionally, includes the use of a Company owned
automobile.
(3) In fiscal year 1996, with shareholder approval, Messrs. Abraham,
Hershel and Dov Klein were each awarded 575,000 incentive stock
options exercisable at $1.00 per share over a period of five (5)
years as a part of their employment compensation. 115,000 stock
options were to be awarded to each at the end of each fiscal year and
vest at the time of each annual grant at the discretion of the board
of directors. At the Company's annual meeting for fiscal year 1997
held on July 13, 1998 with the consent of Messrs. Abraham, Hershel
and Dov Klein, shareholders approved the proposal whereby all
unexercised vested incentive options (230,000 option shares
respectively) as well as all remaining unvested incentive options
(345,000 option shares respectively) previously issued to Messrs.
Abraham, Hershel and Dov Klein were terminated and replaced with a
grant of 575,000 incentive stock options for Messrs. Abraham, Hershel
and Dov Klein exercisable at $0.31 per option share, the fair market
value of the Company's common stock as traded at the time of grant.
The new grant of stock options to Messrs. Abrham, Hershel and Dov
Klein provide that they receive 200,000 stock options respectively at
the end of the Company's fiscal year for a period of two (2) years,
and 175,000 options respectively at the end of the Company's third
fiscal year following the grant of the options so long as the
respective option holder remains employed by the Company. Options
vest at the time of each annual grant at the discretion of the board
of directors. As of the fiscal year ended November 30, 1999, Messrs.
Abraham, Hershel and Dov Klein were each vested in 400,000 stock
options respectively.
</FN>
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table set forth information concerning the exercise of options
during the fiscal year ended November 30, 1999 and unexercised options held as
of the end of the fiscal year with respect to each of the Named Executives:
4
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT NOVEMBER 30, 1999 AT NOVEMBER 30, 1999 (2)
-------------------- -------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mendel Klein None n/a 800,000 400,000 0 0
Abraham Klein None n/a 400,000 175,000 0 0
Hershel Klein None n/a 400,000 175,000 0 0
Dov Klein None n/a 400,000 175,000 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 the OTC Bulletin Board 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 30, 1999, and
the exercise price of the options.
</FN>
</TABLE>
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 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, 1999, 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
November 30, 2000, certain information with respect to (1) beneficial owners of
more than five (5%) percent 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 in care of Laser Master
International, Inc., 1000 First Street, Harrison, New Jersey 07029.
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<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OWNERSHIP PERCENT OF COMMON STOCK
---------------------------------------- --------- -----------------------
<S> <C> <C>
Mendel Klein (1) 4,825,000 45.4%
Abraham Klein (2) 575,000 5.4%
Dov Klein (3) 1,075,000 10.1%
Hershel Klein (4) 1,075,000 10.1%
Leah Klein (5) -- --
Mirel Spitz (6) -- --
All Directors and Executive Officers
as a Group (4 persons) 7,550,000 71.1%
<FN>
-----------
(1) Mr. Mendel Klein is the Chairman and Chief Executive Officer of the
Company. His beneficial ownership includes 3,625,000 shares of common
stock eligible for sale subject to Rule 144 and 1,200,000 stock
options to purchase 1,200,000 shares of common stock at $0.31 per
share within 60 days of the Record Date. Mr. Mendel Klein disclaims
any beneficial ownership of any of the common stock or options owned
by any member of the Klein family.
(2) Mr. Abraham Klein is President and a Director of the Company and is
employed as the Company's Art Director, Mr. Abraham Klein is the son
of Mr. Mendel Klein and Mrs. Leah Klein. Mr. Klein's beneficial
ownership includes 575,000 options to purchase 575,000 shares of
common stock at $0.31 per share exercisable within 60 days of the
Record Date. Mr. Abraham Klein disclaims any beneficial ownership of
any of the common stock or options owned by any member of the Klein
family.
(3) Mr. Dov Klein is employed as the Company's Product Manager. Mr. Dov
Klein is the son of Mr. Mendel Klein an Mrs. Leah Klein. His
beneficial ownership includes 500,000 shares of common stock and
575,000 options to purchase 575,000 shares of common stock at $0.31
per share exercisable within 60 days of the Record Date. Mr. Dov
Klein disclaims any beneficial ownership of any member of the Klein
family.
(4) Mr. Hershel Klein is employed as the Company's Customer Service and
Plant Manager. Mr. Hershel Klein is the son of Mr. Mendel Klein and
Mrs. Leah Klein. His beneficial ownership includes 500,000 shares of
common stock and 575,000 options to purchase 575,000 shares of common
stock at $0.31 per share exercisable within 60 days of the Record
Date. Mr. Hershel Klein disclaims any beneficial ownership of any
member of the Klein Family.
(5) 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.
(6) Mrs. Mirel Spitz is a Vice President and Director of the Company.
Mrs. Spitz is the daughter of Mr. Mendel Klein and Leah Klein. Mrs.
Spitz disclaims any beneficial ownership of any of the common stock
or options owned by any member of the family.
</FN>
</TABLE>
PROPOSAL 2: INDEPENDENT AUDITORS
The Board of Directors has selected Goldstein & Morris, Certified Public
Accountants, PC, as the Company's independent auditors for the recently
completed Fiscal Year ended November 30, 2000. Representatives of Goldstein &
Morris, Certified Public Accountants, PC, are expected to be present at the
Annual Meeting.
6
<PAGE>
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 2000 Annual
Meeting of Stockholders no later than February 15, 2001 if any such proposal is
to be eligible for inclusion in the Company's Proxy/Information Statement
materials for its 2000 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.
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 maters
contained in its Form 10-KSB for the Fiscal Year ended November 1999 as filed
with the Securities and Exchange Commission (the "Commission") in addition to
all subsequent Form 10-QSB and Form 8-K Reports as filed with the Commission.
By Order of the Board of Directors
/s/ Abraham Klein
-------------------------------
Abraham Klein, President
Dated: Harrison, New Jersey
December 4, 2000
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