SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant Check the
appropriate box:
x Preliminary Proxy Statement
Confidential, for the use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NATIONAL PATENT DEVELOPMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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>
NATIONAL PATENT DEVELOPMENT CORPORATION
9 West 57th Street
Suite 4170
New York, New York 10019
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held February __, 1998
To The Stockholders:
The Special Meeting of Stockholders of National Patent Development
Corporation (the "Company") will be held at the principal executive offices of
the Company, 9 West 57th Street, Suite 4170, New York, NY 10019 on the __th day
of February 1998, at 10:30 a.m. local time, for the following purposes:
1. To consider and act upon a proposal to amend the Company's Restated
Certificate of Incorporation to change the name of the Company to GP Alpha
Corporation.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record as of the close of business on January 30, 1998
are entitled to receive notice of and to vote at the meeting. A list of such
stockholders shall be open to the examination of any stockholder during ordinary
business hours, for a period of ten days prior to the meeting, at the principal
executive offices of the Company, 9 West 57th Street, Suite 4170, New York, New
York.
By Order of the Board of Directors
Lydia M. DeSantis
Secretary
New York, New York
February __, 1998
If you do not expect to be present at the meeting, please fill in, date and
sign the enclosed Proxy and return it promptly in the enclosed return envelope.
<PAGE>
NATIONAL PATENT DEVELOPMENT CORPORATION
9 West 57th Street
Suite 4170
New York, New York 10019
---------------
New York, New York
February __, 1998
PROXY STATEMENT
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of National Patent Development Corporation, a Delaware corporation the
("Company"), in connection with a Special Meeting of Stockholders to be held at
the principal executive offices of the Company, 9 West 57th Street, Suite 4170,
New York, NY 10019 on the __th day of February, 1998 at 10:30 a.m., local time,
and at any adjournments thereof. The approximate date on which this Proxy
Statement and the accompanying Proxy were first given or sent to security
holders was February __, 1998.
Each Proxy executed and returned by a stockholder may be revoked at any time
thereafter, by written notice to that effect to the Company, attention of the
Secretary, prior to the Annual Meeting, or to the Chairman, or the Inspectors of
Election, at the Annual Meeting, or by the execution and return of a later-dated
Proxy, except as to any matter voted upon prior to such revocation.
The Proxies in the accompanying form will be voted in accordance with the
specifications made and where no specifications are given, such Proxies will be
voted FOR the proposal to amend the Company's Restated Certificate of
Incorporation to change the name of the Company to GP Alpha Corporation (the
"Name Change"). In the discretion of the proxy holders, the Proxies will also be
voted FOR or AGAINST such other matters as may properly come before the Special
Meeting. The management of the Company is not aware that any other matters are
to be presented for action at the Special Meeting. Approval of the Name Change
will require the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock and the holders of a majority of the
outstanding shares of Class B Stock. Accordingly, an abstention or a broker
"non-vote" (which results when a broker holding shares for a beneficial owner
has not received timely voting instructions on certain matters from such
beneficial owner) will have the same affect on the outcome of the vote as a
negative vote with respect to the approval of the Name Change.
VOTING SECURITIES
The Board of Directors has fixed the close of business on January 30, 1998
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the Special Meeting. The issued and outstanding stock
of the Company on January 30, 1998 consisted of _______ shares of Common Stock,
each entitled to one vote, and 62,500 shares of Class B Stock, each entitled to
ten votes. A quorum of the stockholders is constituted by the presence, in
person or by proxy, of holders of record of Common Stock and Class B Stock,
representing a majority of the number of votes entitled to be cast. The only
difference in the rights of the holders of Common Stock and the rights of
holders of Class B Stock is that the former class has one vote per share and the
latter class has ten votes per share. The Class B Stock is convertible at any
time into shares of Common Stock on a share for share basis at the option of the
holders thereof.
PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of Common Stock and
Class B Stock beneficially owned as of January 30, 1998, by each person who is
known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock or Class B Stock.
Name and Address Amount and Nature of
Title of of Beneficial Beneficial Percent of
Class Owners Ownership Class (1)
- -------- ------------------- --------------- ------------
Class B Stock Jerome I. Feldman 387,400 shares(2)(3)(4) 50%(5)(6)
c/o National Patent
Development Corp.
9 West 57th Street
Suite 4170
New York, NY 10019
Class B Stock Martin M. Pollak 387,400 shares(2)(3)(4) 50%(5)(6)
c/o National Patent
Development Corp.
9 West 57th Street
Suite 4170
New York, NY 10019
- ----------
(1) The percentage of class calculation assumes for each beneficial owner that
all of the options are exercised in full only by the named beneficial owner
and that no other options are deemed to be exercised by any other
stockholder.
(2) Includes 356,150 shares each of Class B Stock issuable upon exercise of
currently exercisable stock options held by each of Messrs. Feldman and
Pollak.
(3) For information with respect to the shares of Common Stock beneficially
owned by Messrs. Feldman and Pollak, see "Security Ownership of Directors
and Certain Executive Officers."
(4) On March 26, 1986, Mr. Feldman and Mr. Pollak entered into an agreement (i)
granting each other the right of first refusal over the sale or
hypothecation of the Class B Stock and options to purchase Class B Stock
now owned or subsequently acquired by each of them and (ii) in the event of
the death of either of them granting the survivor a right of first refusal
over the sale or hypothecation of the Class B Stock or options to acquire
shares of Class B Stock held by the estate of the decedent. The aforesaid
right of first refusal is for the duration of the life of the survivor of
Mr. Feldman or Mr. Pollak.
(5) Percentage could increase up to approximately 92.5% if either individual
exercised all of his stock options and the other individual did not
exercise any.
(6) Based upon the Common Stock and Class B Stock of the Company outstanding at
January 30, 1998, Mr. Feldman and Mr. Pollak controlled in the aggregate
approximately 6.75% of the voting power of all voting securities of the
Company. This percentage for Mr. Feldman and Mr. Pollak would increase to
approximately 42.8% if they exercised all of the currently exercisable
stock options to purchase shares of the Common Stock and Class B Stock of
the Company held by them.
SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
The following table sets forth, as of January 30, 1998, beneficial ownership of
shares of Common Stock and Class B Stock of the Company and its subsidiary by
each director, each of certain executive officers, and all directors and
executive officers as a group.
<TABLE>
<CAPTION>
TOTAL
TOTAL NUMBER PERCENT NUMBER OF
OF SHARES OF OF SHARES OF ERCENT OF
COMMON STOCK COMMON CLASS B CLASS B
BENEFICIALLY STOCK BENEFICIALLY STOCK
OWNED OWNED OWNED OWNED (1)
NAME
<S> <C> <C> <C> <C>
Jerome I. Feldman(2)(3)(4) 402,567(6) 3.66(7) 387,400(7) 92.54(7)
Martin M. Pollak(2)(3)(4) 405,005(8) 3.68(7) 387,400(7) 92.54(7)
Scott N. Greenberg(2) 66,907(9) * 49,950(9) 44.42
Sheldon L. Glashow(5) 2,095(11) * - -
Roald Hoffmann(5) 14,360(11) * - -
Bernard M. Kauderer 2,095(11) * - -
John C. McAuliffe 19,598(10)(11) * - -
Ogden R. Reid(5) 11,910(11) * - -
Herbert R. Silverman(3) 10,910(11) * - -
Gordon Smale(3) 2,000(11) * - -
Lawrence M. Gordon 46,025(11) * - -
Directors and Executive
Officers as a Group
(12 persons)(11) 989,479 8.60 824,750 100.00
</TABLE>
* The number of shares owned is less than one percent of the outstanding shares.
(1) The percentage of class calculation assumes for each beneficial owner
that all of the options are exercised in full only by the named
beneficial owner and that no other options are deemed to be exercised by
any other stockholder.
(2) Member of the Executive Committee.
(3) Member of the Compensation Committee.
(4) Member of the Stock Option Committee.
(5) Member of the Audit Committee.
(6) Includes (i) 67,977 shares of Common Stock beneficially owned by Mr.
Feldman, (ii) 333,417 shares of Common Stock issuable upon exercise of
currently exercisable stock options held by Mr. Feldman, and (iii) 1,173
shares of Common Stock held by members of his family. Mr. Feldman
disclaims beneficial ownership of the 1,173 shares of Common Stock held
by members of his family.
(7) For information with respect to the shares of Class B Stock beneficially
owned by Messrs. Feldman and Pollak, see footnotes 2, 5 and 6 to
"Principal Stockholders Table."
(8) Includes (i) 61,718 shares of Common Stock beneficially owned by Mr.
Pollak, (ii) 335,917 shares of Common Stock issuable upon exercise of
currently exercisable stock options held by Mr. Pollak, (iii) 5,752
shares of Common Stock held by his wife, and (iv) 1,618 shares of Common
Stock for a foundation of which Mr. Pollak is a trustee. Mr. Pollak
disclaims beneficial ownership of the 5,752 shares of Common Stock held
by his wife.
(9) Includes (i) 6,032 shares of Common Stock beneficially owned by Mr.
Greenberg, (ii) 60,875 shares of Common Stock issuable upon exercise of
currently exercisable stock options, and (iii) 49,950 shares of Class B
Stock issuable upon exercise of currently exercisable stock options held
by Mr. Greenberg.
(10) Includes 3,121 shares of Common Stock allocated to Mr. McAuliffe's
account pursuant to the provisions of the General Physics Profit
Investment Plan.
(11) Includes 95, 2,007, 450, 95, 3,477, 250, 1,250, and 143,351 shares of
Common Stock beneficially owned by Messrs. Glashow, Gordon, Hoffmann,
Kauderer, McAuliffe, Reid, Silverman, and all directors and certain
executive officers as a group, respectively and (ii) 2,000, 46,025,
13,910, 2,000, 13,000, 11,660, 9,660, and 834,464 shares of Common Stock
issuable upon exercise of currently exercisable stock options held by
Messrs. Glashow, Gordon, Hoffmann, Kauderer, McAuliffe, Reid, Silverman
and all directors and certain executive officers as a group,
respectively.
As of January 30, 1998 the Company owned 2,842,300 shares of SGLG, Inc.
("SGLG") common stock, constituting approximately 92% of the outstanding shares.
In addition, Mr. Pollak owns 1,000 shares of SGLG common stock.
<PAGE>
PROPOSAL TO AMEND THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY TO GP ALPHA CORPORATION
On November 13, 1997, the Board of Directors approved, subject to
stockholder approval submitted hereby, a proposal to amend Article First of the
Restated Certificate of Incorporation to effect the Name Change.
The Board of Directors believes that the Name Change is necessary to align
the Company's corporate identity more with its wholly-owned operating subsidiary
General Physics Corporation ("General Physics"). The Name Change is consistent
with the transformation of the Company from a holding company into an operating
company and reflects the Company's strategy of focusing on training, technical
and educational services through General Physics. General Physics provides
performance improvement services to Fortune 500 companies, manufacturing and
process industries, electric power utilities, and other commercial and
governmental agencies.
VOTE REQUIRED
In order to effect the Name Change, the Restated Certificate of
Incorporation must be amended, which requires under Delaware law, the
affirmative vote of holders of a majority of the outstanding shares of Common
Stock and outstanding shares of Class B Stock.
The Board of Directors recommends that you vote FOR the proposal to amend
the Restated Certificate of Incorporation to effect the Name Change.
STOCKHOLDER PROPOSAL
Stockholders were permitted to present proposals for inclusion in the proxy
statement for the 1998 Annual Meeting of Stockholders provided they were
received by the Company no later than January 13, 1998, and are otherwise in
compliance with applicable Securities and Exchange Commission regulations.
GENERAL
So far as is now known, there is no business other than that described above
to be presented for action by the stockholders at the meeting, but it is
intended that the proxies will be voted upon any other matters and proposals
that may legally come before the meeting and any adjournments thereof in
accordance with the discretion of the persons named therein.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. It is
expected that the solicitations will be made primarily by mail, but regular
employees or representatives of the Company may also solicit proxies by
telephone or telegraph and in person, and arrange for brokerage houses and other
custodians, nominees and fiduciaries to send proxy material to their principals
at the expense of the Company.
Lydia M. DeSantis
Secretary
<PAGE>
NATIONAL PATENT DEVELOPMENT CORPORATION
COMMON STOCK Special Meeting of Stockholders PROXY
To Be Held February __, 1998
This proxy is solicited on behalf of the Board of Directors
Revoking any such prior appointment, the undersigned, a stockholder of National
Patent Development Corporation, hereby appoints Jerome I. Feldman and Martin M.
Pollak, and each of them, attorneys and agents of the undersigned, with full
power of substitution, to vote all shares of the Common Stock of the undersigned
in said Company at the Special Meeting of Stockholders of said Company to be
held at 9 West 57th Street, Suite 4170, New York, NY on February __, 1998, at
10:30 a.m. Local Time and at any adjournments thereof, as fully and effectually
as the undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated below.
This proxy when properly executed will be voted as directed. If no direction is
indicated, this proxy will be voted for proposal (1).
1. Proposal to approve an amendment to the Company's Restated Certificate of
Incorporation to change the name of the Company to GP Alpha Corporation.
For Against Abstain
2. Upon any other matters which may properly come before the meeting or any
adjournments thereof.
<PAGE>
Please sign exactly as name appears below.
Dated: , 1998
Signature
Signature if held jointly
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope. 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 signer is 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.
