<PAGE> 1
NEW BRUNSWICK SCIENTIFIC CO., INC.
------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 31, 1995
------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of New
Brunswick Scientific Co., Inc., a New Jersey corporation (the "Corporation"),
will be held at the offices of the Corporation, 44 Talmadge Road, Edison, New
Jersey 08818, on Wednesday, May 31, 1995, at 10:00 A.M. Eastern Daylight
Savings Time, for the following purposes:
1. To elect three Class II directors of the Corporation to terms of
three years.
2. To approve and adopt an amendment to the New Brunswick Scientific
Co., Inc. 1991 Nonqualified Stock Option Plan increasing the number
of authorized shares by 200,000.
3. To approve and adopt an amendment to the Corporation's Employee
Stock Purchase Plan increasing the number of authorized shares by
100,000.
4. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on April 5, 1995,
as the record date for the determination of shareholders who are entitled to
notice of, and to vote at, the meeting. A copy of the Annual Report of the
Corporation for the year ended December 31, 1994, is being sent to you
herewith.
By Order of the Board of Directors
ADELE LAVENDER, Secretary
April 6, 1995
ALL SHAREHOLDERS ENTITLED TO VOTE AT THE MEETING ARE REQUESTED TO COMPLETE,
DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY. A RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS
PURPOSE.
<PAGE> 2
NEW BRUNSWICK SCIENTIFIC CO., INC.
44 TALMADGE ROAD
EDISON, NEW JERSEY 08818
------
PROXY STATEMENT
------
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors to be used at the Annual Meeting of
Shareholders of New Brunswick Scientific Co., Inc., a New Jersey corporation
(the "Corporation"), to be held at the offices of the Corporation, 44
Talmadge Road, Edison, New Jersey 08818, on Wednesday, May 31, 1995 at 10:00
A.M., Eastern Daylight Savings Time. This Proxy Statement and enclosed form
of proxy are being sent to shareholders commencing on or about April 6, 1995.
You are requested to complete, date and sign the accompanying proxy and
return it promptly in the enclosed envelope. Proxies duly executed and
received in time for the meeting will be voted in accordance with the
directions thereon at the meeting. Such proxies may, nevertheless, be revoked
at any time prior to the voting thereof by filing a written notice of
revocation with the Secretary of the Corporation. Please note that mere
presence at the meeting will not be effective to revoke a proxy. If you
attend the meeting and wish to revoke your proxy, you still must deliver
written notice to the Secretary of the Corporation before the voting thereof.
The Board of Directors has fixed the close of business on April 5, 1995,
as the record date for the determination of shareholders who are entitled to
notice of, and to vote at, the meeting. As of the record date, the
Corporation had outstanding 3,581,283 shares of Common stock, the holders of
which are entitled to one vote per share.
ITEM 1. ELECTION OF DIRECTORS
The Corporation's Certificate of Incorporation provides for classification
of the Board of Directors into three classes with staggered terms of office.
In accordance with the Certificate of Incorporation, only the three directors
designated as Class II directors are to be elected at the 1995 Annual
Meeting. Those elected shall serve terms of three years.
NOMINEES FOR DIRECTORS
The persons named on the enclosed proxy will vote such proxy for the
nominees listed below and on the proxy except where authority has been
withheld as to a particular nominee or as to all such nominees. The Board of
Directors has no reason to believe that any of the nominees for the office of
director will not be available for election as a director. However, should
any of them become unwilling or unable to accept nomination for election, it
is intended that the individuals named in the enclosed proxy may vote for the
election of such other persons as the Board of Directors may nominate.
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<PAGE> 3
The following table presents the name, age and principal occupation of
each nominee and present director.
NOMINEES FOR TERMS EXPIRING AT THE 1998 ANNUAL MEETING (CLASS II)
<TABLE>
<CAPTION>
First
Became
Name Age Principal Occupation Director In
- - --------------------- ----- ------------------------------------------------------ -------------
<S> <C> <C> <C>
Sigmund Freedman .... 78 Treasurer of the Corporation 1958
Martin Siegel ....... 66 Chairman of the Board of Valiant International 1980
Multimedia Corporation; Director and Founder of
Weldotron Corporation
Dr. David Pramer .... 72 Executive Assistant for Research Policy and 1962(1)
Administration, Rutgers University
PRESENT DIRECTORS
Terms Expiring at the 1996 Annual Meeting (Class III)
David Freedman ...... 74 Chairman of the Board of the Corporation 1958
Ezra Weisman ........ 54 President of the Corporation 1971
Dr. Marvin Weinstein 78 President, Research Advisory Service 1981
Stanley Yakatan ..... 52 Chairman of the Board of BioCapital R-D Management and 1986
Chief Executive Officer of Cystar Inc.
Terms Expiring at the 1997 Annual Meeting (Class I)
Kiyoshi Masuda ...... 70 President of American & Foreign Market Research, Inc.; 1980
President of FerriShield, Inc.
Ernest Gross ........ 76 Attorney in Private Practice 1984
</TABLE>
- - ------
(1) Dr. Pramer was previously a director of the Corporation from 1962 to
1976. He was appointed a director again on April 11, 1989.
BUSINESS EXPERIENCE OF DIRECTORS
Kiyoshi Masuda has been the owner and President of American & Foreign
Market Research, Inc. since 1958. From 1985 to 1994 he was President of Yano
Research Institute USA, Ltd. Since 1994 he has been President of FerriShield
Inc.
Ernest Gross, Esq. is an attorney-at-law who retired in 1984 from Rutgers
University where he had been a Professor and Associate Director of the
Institute of Management and Labor Relations from 1971 to 1983.
Sigmund Freedman has been Treasurer and a Director of the Corporation
since its incorporation in 1958. Mr. Freedman also served as Secretary of the
Corporation from 1958 to 1985.
Martin Siegel was Chairman of the Board of Weldotron Corporation, a
packaging machinery manufacturing company, for approximately 33 years until
1994 and remains a director. He is currently Chairman of the Board of Valiant
International Multimedia Corporation.
David Pramer, Ph.D. has had a 43 year career at Rutgers University, New
Brunswick, New Jersey. Dr. Pramer had served as a Professor of Microbiology
and until 1994 he also served as Associate Vice President of the University
responsible for corporate liaison activities and transfer of University
research technology to government and industrial users. From 1980 to 1988, he
was the Director of the Waksman Institute of Microbiology, a research and
educational unit within the University. Dr. Pramer currently holds the
position of Executive Assistant for Research Policy and Administration at the
University.
David Freedman continues to serve as Chairman of the Corporation's Board
of Directors, a position he has held since the Corporation was incorporated
in 1958. Mr. Freedman previously served as President and Chief Executive
Officer of the Corporation until his resignation from that position on May 1,
1989.
2
<PAGE> 4
Ezra Weisman has served as President and Chief Executive Officer of the
Corporation since May 1, 1989. Mr. Weisman previously served as Vice
President Sales of the Corporation for more than five years prior to 1987,
and as Vice President Corporate Development from April, 1987 through April,
1989.
Marvin Weinstein, Ph.D. is the owner of a consulting business, Research
Advisory Service, and was also a Director of Epitope, Inc. until his
retirement in 1994. Dr. Weinstein retired in 1981 as Vice President
Microbiology and Antibiotic Research of Schering Corp., a position he held
since 1977.
Stanley Yakatan since his resignation from the Company on June 30, 1989,
has founded several biotechnology companies including Unisyn Technologies
where he served as Chairman, President and Chief Executive Officer from July
1989 to July 1994. Mr. Yakatan then formed BioCapital R-D Management, a
venture capital management firm. Mr. Yakatan also is currently President and
Chief Executive Officer of Cystar Inc., a biotechnology company and Hybridon
Canada, a cancer therapeutics company. He also is a director of Genetronics,
a drug delivery company. Mr. Yakatan had been employed by the Corporation as
Executive Vice President from January, 1986 until the date of his
resignation, and served as President of the Corporation's Biosearch, Inc.
subsidiary from November, 1987 through July 22, 1988, the date on which the
assets and business of Biosearch, Inc. were sold. He was employed by I.C.N.
Biomedicals as Director of Marketing from August, 1983 until January, 1986,
and by E.I. DuPont de Nemours & Co., Inc. from August, 1969 to August, 1983
in various positions including the last of which was Corporate Planning
Manager Biotechnology Products.
COMMITTEES
The Board of Directors has an Audit Committee, consisting of Messrs.
Siegel, Weinstein and Gross, whose function is to meet with management and
the independent auditors on matters pertaining to the Company's financial
statements and internal accounting controls. This Committee met two times
during the year ended December 31, 1994. The Board has a Compensation
Committee which consists of Messrs. Masuda, Pramer and Gross which held no
meetings during the year ended December 31, 1994. This Committee reviews the
Corporation's policies with respect to employment, pension benefits and stock
option plans and recommends modifications to such policies. The Board also
has an Executive Committee consisting of Messrs. David Freedman, Weisman,
Gross and Siegel. This Committee handles certain matters that do not require
action by the full Board and represents the interests of the Board in
connection with matters arising between Board meetings. This Committee met
seven times during the year ended December 31, 1994. The Board of Directors
does not have a nominating committee at this time.
During the year ended December 31, 1994, there were six meetings of the
Board of Directors.
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<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of April 5, 1995,
concerning the beneficial ownership of the Corporation's Common stock for (a)
each director (and nominee for director); (b) each of the named officers (the
"Named Executive Officers" as defined in the Executive Compensation section);
and (c) all directors and executive officers of the Corporation as a group.
Unless otherwise indicated, stock ownership includes sole voting power and
sole investment power.
<TABLE>
<CAPTION>
Amount and
Name of Nature of
Beneficial Beneficial Percent of
Owner Ownership Class
- - ------------------------------------------------ --------------- ------------
<S> <C> <C>
Sigmund Freedman (1) ........................... 520,056 14.5%
Martin Siegel .................................. 10,350(2) (3)
Dr. David Pramer ............................... 2,608(2)(4) (3)
David Freedman (1) ............................. 543,007(5) 15.2%
Ezra Weisman ................................... 32,050(6) (3)
Dr. Marvin Weinstein ........................... 8,200(2) (3)
Stanley Yakatan ................................ 1,500(2) (3)
Kiyoshi Masuda ................................. 12,350(2) (3)
Ernest Gross ................................... 6,350(2)(7) (3)
All directors and executive officers as a group 1,141,171(8) 31.9%
</TABLE>
- - ------
(1) Messrs. David and Sigmund Freedman are brothers. Although neither brother
is the beneficial owner of the stockholdings of the other, if David and
Sigmund Freedman choose to act in concert they would control 29.7% of the
Common stock of the Corporation.
(2) This figure includes respective shares which may be acquired within 60
days under a stock option plan for nonemployee directors as follows: Mr.
Masuda -- 8,350; Mr. Gross -- 5,350; Mr. Siegel -- 8,350; Dr. Pramer --
1,600; Mr. Yakatan -- 1,400 and Dr. Weinstein -- 7,600.
(3) Less than 1 percent.
(4) This figure includes 1,000 shares owned by Dr. Pramer's wife.
(5) This figure excludes 49,107 shares owned by a trust for the benefit of
Mr. Freedman's wife. Mr. Freedman has neither voting nor investment
control over the shares held by the Trust.
(6) This figure includes 150 shares owned by Mr. Weisman's wife and 21,000
shares which may be acquired by Mr. Weisman within 60 days under
Nonqualified Stock Option Agreements and the 1991 Nonqualified Stock
Option Plan for officers and key employees.
(7) Owned by Mr. Gross' wife.
(8) This figure includes 58,050 shares which may be acquired by the officers
and directors as a group within 60 days under Nonqualified Stock Option
Agreements, the 1991 Stock Option Plan for Officers and Key Employees and
the 1989 Stock Option Plan for Nonemployee Directors.
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<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of March 27, 1995,
concerning the only persons who, to the best of Management's knowledge, own
beneficially more than five percent (5%) of the Corporation's Common stock.
Unless otherwise indicated, stock ownership includes sole voting power and
sole investment power.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- - ----------------------------------- -------------------- ------------
<S> <C> <C>
David Freedman (1) ................ 543,007(2) 15.2%
44 Talmadge Road
Edison, New Jersey 08818
Sigmund Freedman (1) .............. 520,056 directly 14.5%
44 Talmadge Road
Edison, New Jersey 08818
The TCW Group, Inc. ............... 342,500 9.6%
865 South Figueroa Street
Los Angeles, California 90017
Fundamental Management Corporation.. 236,000(3) 6.6%
201 S. Biscayne Blvd.
Miami, Florida 33131
</TABLE>
- - ------
(1) Messrs. David and Sigmund Freedman are brothers. By virtue of their
stockholdings, they may be deemed to be "control persons" of the
Corporation. Although neither brother is the beneficial owner of the
stockholdings of the other, if David and Sigmund Freedman choose to act
in concert they would control 29.7% of the Common stock of the
Corporation.
(2) This figure does not include 49,107 shares owned by a trust for the
benefit of Mr. Freedman's wife. Mr. Freedman has neither voting nor
investment control over the shares held by the trust.
(3) According to the most recent Schedule 13D filed by Fundamental Management
Corporation, the shares indicated above are owned by a Group consisting
of Fundamental Management Corporation and C. Rodney O'Connor. With
respect to the 236,000 shares owned by the Group, each member of the
Group retains sole voting and investment power over the shares owned by
such member, as follows: Fundamental Management Corporation, 198,900
shares (5.6% of the class); and C. Rodney O'Connor, 37,100 shares (1.0%
of the class).
EXECUTIVE OFFICERS
The following table presents the name, age and present office or position
of each of the Corporation's executive officers:
<TABLE>
<CAPTION>
Name Age Present Office or Position(1)
- - ---------------------- ----- -----------------------------
<S> <C> <C>
David Freedman ...... 74 Chairman of the Board
Ezra Weisman ........ 54 President
Sigmund Freedman .... 78 Treasurer
Adele Lavender (2).... 70 Secretary
Samuel Eichenbaum..... 55 Vice President, Finance and
Chief Financial Officer
</TABLE>
- - ------
(1) Mr. Ezra Weisman became President and Chief Executive Officer of the
Corporation in May, 1989. Messrs. David and Sigmund Freedman and Mr.
Weisman also are directors of the Corporation (see "Election of
Directors" above). Adele Lavender, who had served as Administrative
5
<PAGE> 7
Assistant to Mr. David Freedman from 1970 until June 30, 1990, was appointed
Secretary of the Corporation in 1985. Mr. Eichenbaum was appointed Chief
Financial Officer of the Corporation in February, 1985 and Vice President,
Finance in May 1990. Mr. Eichenbaum was Assistant Treasurer of the
Corporation from May, 1986 through April, 1990.
(2) Ms. Lavender retired from her position as Administrative Assistant to Mr.
David Freedman effective June 30, 1990. Ms. Lavender continues to serve
on a part-time basis and in an emeritus capacity as Secretary of the
Corporation.
The officers serve at the pleasure of the Board of Directors, except for
Messrs. David Freedman, and Ezra Weisman, who have employment agreements with
the Corporation. The officers are normally elected at the meeting of
directors immediately following the Annual Meeting of the Shareholders and
serve until their successors are elected and qualified.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors, and persons who own more than ten
percent (10%) of a registered class of the Corporation's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission (SEC) and the NASDAQ. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Corporation believes that, during the year
ended December 31, 1994, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with
on a timely basis.
6
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth a summary for the last three fiscal years
of the compensation awarded to, earned by, or paid to, the Chief Executive
Officer of the Corporation and the most highly compensated executive officers
whose individual remuneration exceeded $100,000 for the last fiscal year (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION(1)
<TABLE>
<CAPTION>
Name and
Principal
Position Year Salary ($) Bonus Options (#)
- - --------------------------- ------ ------------ --------- -----------
<S> <C> <C> <C> <C>
David Freedman ............ 1994 $206,700 -- --
Chairman of the Board 1993 195,654 -- --
1992 196,115 -- --
Ezra Weisman .............. 1994 160,000 $14,190 5,000
President and Chief 1993 174,079(2) 10,000 20,000
Executive Officer 1992 136,307(3) -- --
Samuel Eichenbaum ......... 1994 89,420 27,720 --
Vice President, Finance
and Chief Financial
Officer
</TABLE>
- - ------
(1) While each of the Named Executive Officers received perquisites or other
personal benefits in the years set forth above, the value of these
benefits are not indicated since they did not exceed in the aggregate the
lesser of $50,000 or 10% of the Named Executive Officer's salary and
bonus in any year.
(2) $13,156 of the $174,079 was a 1993 payment to Mr. Weisman for the
retroactive increase of his 1992 salary.
(3) Does not include $13,156 of retroactive increase paid in 1993.
The directors of the Corporation who are not also full time employees of
the Corporation are paid $5,000 annually plus $600 for each Board meeting
they attend, $300 for each Committee meeting they attend and $300 per day for
special assignments.
Sigmund Freedman, who is employed by the Corporation as Treasurer and is
also a Director of the Corporation was paid $85,000 during 1994 as
compensation for his services as Treasurer.
Mr. Weisman's services as President and Chief Executive Officer of the
Corporation are governed under the terms of an employment agreement with the
Corporation effective January 1, 1994. The employment agreement with Mr.
Weisman which expires December 31, 1996, provides for a salary of $160,000
with increases at the Board's discretion, bonuses if certain criteria are met
and a grant in 1994 of options to purchase 5,000 shares of the Corporation's
Common stock at $5.10 per share.
The Corporation entered into an Employment and Consulting Agreement (the
"Agreement") with Mr. David Freedman on March 24, 1992, effective January 1,
1992. The employment portion of the Agreement (the "Employment Term") runs
for a term of four years, provided for payment of an annual salary of
$195,000, increased to $206,700 in 1994 and with increases and bonuses at the
Board's discretion, business expenses and use of a company car. Mr. Freedman
deferred $18,750 of his 1992 and $25,000 of his 1993 and 1994 compensation
and will defer $25,000 per year thereafter during the Employment Term, which
deferred amount will be paid with interest at the prime rate upon termination
of the Employment Term. If the Employment Term is terminated because of death
or disability, the Corporation shall pay within 45 days a benefit equal to
Mr. Freedman's annual salary. If it is terminated for cause, the Corporation
has no further obligations after the date of termination. At the expiration
of the Employment Term, Mr. Freedman will serve as a consultant and
independent contractor to the Corporation, pursuant to the consulting portion
of the Agreement (the "Consultant Term") for a three year term at the rate of
$100,000 per year with increases at the Board's discretion. At any time
during the Agreement, Mr. Freedman has the option to forego the Consultant
Term.
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<PAGE> 9
The Corporation entered into termination agreements with each of the Named
Executive Officers. Those agreements provide for payments by the Corporation
to such individuals in the event that their employment relationship with the
Corporation is terminated as a result of a transaction which effects a change
in control of the Corporation, in an aggregate amount equal to 125% of the
total salary and bonuses paid to them during the two years preceding their
termination.
The estimated amounts of compensation that would have been owed to the
Named Executive Officers assuming that such terminations occurred as of March
31, 1995 are as follows: David Freedman -- $506,000; Ezra Weisman --
$439,000; and Samuel Eichenbaum -- $251,000.
PENSION PLAN
The Named Executive Officers participate in the Corporation's Salaried
Employees' Retirement Plan (the "Pension Plan"), which provides pension
benefits to all salaried employees of the Corporation meeting certain age and
length of service requirements. The following table sets forth the estimated
annual pension benefits from the Pension Plan, based upon a maximum salary of
$150,000 per year payable upon retirement at Normal Retirement Date:
ESTIMATED ANNUAL BENEFITS
Years of Continuous Service
<TABLE>
<CAPTION>
Annual Salary 10 20 30 40 45
- - --------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 60,000 $ 6,508 $13,240 $19,972 $25,738 $28,138
$ 80,000 $ 8,828 $17,960 $27,092 $34,858 $38,058
$100,000 $11,148 $22,680 $34,212 $43,978 $47,978
$120,000 $13,468 $27,400 $41,332 $53,098 $57,898
$140,000 $15,788 $32,120 $48,452 $62,218 $67,818
$160,000 $16,948 $34,480 $52,012 $66,778 $72,778
$180,000 $16,948 $34,480 $52,012 $66,778 $72,778
$200,000 $16,948 $34,480 $52,012 $66,778 $72,778
</TABLE>
The normal retirement benefit formula for plan participants provides that
benefits are the sum of the following:
1. .5% of annual compensation up to $7,800 plus 1% of annual
compensation in excess of $7,800 multiplied by Credited Service prior to
January 1, 1983.
2. .6% of annual compensation up to $7,800 plus 1.2% of annual
compensation in excess of $7,800 for each year of Credited Service from
January 1, 1983 to Normal Retirement Date up to a maximum of 35 years
(maximum includes years of service prior to January 1, 1983) (as such
terms are defined in the Pension Plan).
3. .8% of annual compensation for each year of Credited Service in
excess of 35 years.
The benefit amounts listed in the table are not subject to any deduction
for Social Security or other offset amounts. As of December 31, 1994, the
years of credited service under the Pension Plan for Messrs. David Freedman;
Ezra Weisman and Samuel Eichenbaum are 48 and 32 and 9, respectively. During
the fiscal year ended December 31, 1994, benefits under the Pension Plan were
paid to David Freedman in the amount of $62,564.
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<PAGE> 10
OPTIONS GRANTED DURING 1994
The following table sets forth information for the Named Executive
Officers with respect to grants of options to purchase Common stock of the
Company made during the fiscal year ended December 31, 1994.
STOCK OPTION GRANTS IN FISCAL 1994
<TABLE>
<CAPTION>
Individual Grants(1)
---------------------------------------------------- Potential Realizable Value
% of at Assumed Annual Rates
Total of Stock Price
Options Exercise Appreciation for 10-Year
Granted Price Per Expira- Option Term ($)(2)
Options in Fiscal Share tion -----------------------------
Grantee Name Granted (#) Year ($/Sh.) Date 5% 10%
- - -------------------- ----------- ----------- ----------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ezra Weisman ....... 5,000 100% $ 5.10 3/25/04 $ 20,045 $ 50,801
All Shareholders(3) -- -- -- -- $15,202,670 $39,242,310
All Optionees ...... 5,000 100% $ 5.10 (4) $ 20,045 $ 50,801
% of Total
Shareholder Value . -- -- -- -- 0.13% 0.13%
</TABLE>
- - ------
(1) Consist of stock options granted pursuant to a non-qualified stock option
agreement at 80% of fair market value on the date of grant, exercisable
in five equal installments commencing one year after date of grant, and
expire ten years after date of grant.
(2) These amounts represent certain assumed rates of appreciation for a given
exercise price only. Actual gains, if any, on stock option exercises and
Common stock holdings are dependent on the future performance of the
Common stock. There is no assurance that the amounts reflected will be
realized.
(3) Based on an aggregate of 3,581,283 shares of Common stock outstanding as
of December 31, 1994, and a price per share of $6.75, the fair market
value of the Company's Common stock at the close of business on such
date.
(4) Represents the actual exercise price of options granted during 1994;
Options granted during 1994 will expire on the date in 2004 equal to 10
years from the date of grant.
OPTIONS EXERCISED DURING 1994 AND FISCAL YEAR END OPTION VALUES
The following table sets forth information concerning the 1994 fiscal
year-end value of unexercised options for each of the Named Executive
Officers based upon the closing price of $6.75 per share on December 31,
1994. No options were exercised during the fiscal year ended December 31,
1994.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in
Shares Options/SARs the Money Options/SARs
Acquired Value ------------------------------- -------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - ----------------- ------------- ---------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David Freedman .. -- -- -- -- -- --
Ezra Weisman .... -- -- 21,000 24,000 $9,500 $36,250
Samuel Eichenbaum -- -- 4,400 9,600 $4,450 $13,800
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors establishes the
compensation for the Corporation's executive officers. The Compensation
Committee is composed of three non-employee directors, currently Mr. Ernest
Gross, Mr. Kiyoshi Masuda and Dr. David Pramer, who have no interlocking
relationships as to which applicable Securities and Exchange Commission rules
require disclosure.
The Corporation compensated its executive officers through a combination
of base salary, bonus, periodic grants of stock options, the use of
Corporation owned automobiles and split dollar life insurance. In addition,
executive officers participate in benefit plans, including medical, life
insurance and 401(k) plans, that are generally available to all of the
Corporation's employees.
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<PAGE> 11
Base salary levels for the Corporation's executive officers, including the
Chief Executive Officer, are set generally to be competitive in relation to
the salary levels of executive officers within the industry and other
companies of comparable size and complexity. Base salary levels are also
influenced by the performance of the Corporation and are measured against
statistics provided in the "American Almanac of Jobs and Salaries". In
reviewing the salary levels of the executive officers and the Chief Executive
Officer of the Corporation, the Compensation Committee takes into account the
problem-solving ability required to satisfactorily fulfill the positions'
assigned duties and responsibilities and the impact the positions have on the
operation and profitability of the Corporation.
For the year ended December 31, 1994, the compensation of Ezra Weisman,
the President and Chief Executive Officer of the Company, consisted of base
salary, a bonus and a stock option granted pursuant to the terms of Mr.
Weisman's Employment Agreement which was renewed effective January 1, 1994.
Mr. Weisman did not participate in any decisions related to his compensation.
During 1994, Mr. Weisman was paid a base salary of $160,000 which was
increased to $164,800 effective January 1, 1995. Under the terms of his
Employment Agreement Mr. Weisman was entitled to receive a bonus if certain
operating goals were exceeded. Accordingly, Mr. Weisman earned a bonus of
$14,190 for 1994. In addition, pursuant to the Employment Agreement Mr.
Weisman was granted options to purchase 5,000 shares of the Corporation's
Common stock at $5.10 per share.
Submitted by the
Compensation Committee of the Board of Directors
Ernest Gross
Kiyoshi Masuda
Dr. David Pramer
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<PAGE> 12
STOCK PERFORMANCE CHART
The following chart compares the yearly change in the cumulative total
shareholder return on the Corporation's Common stock during the last five
years ended December 31, 1994, with the cumulative total return of the Media
General Composite Index and an index comprised of the Media General Industry
Group 401 -- Scientific Instruments. The comparison assumes that $100 was
invested on December 31, 1989 in the Corporation's Common stock and in each
of the other two indices.
COMPARISON OF FIVE-YEAR CUMULATIVE
TOTAL RETURN AMONG NEW BRUNSWICK SCIENTIFIC CO., INC.
MEDIA GENERAL INDEX AND MG SCIENTIFIC INSTRUMENTS GROUP INDEX
$160|------------------------------------------------------------------|
| |
| &# |
$140|-------------------------&-----------------------------------&#---|
| & |
| # |
$120|-------------------------#----------------------------------------|
| |
| & |
$100|---*&#------------------------------------------------------------|
| # |
| |
$80|------------------------------------------------------------------|
| * |
| * * * |
$60|------------------------------------------------------------------|
| * |
| |
$40|----|----------|---------|-----------|-----------|-----------|----|
1989 1990 1991 1992 1993 1994
* THE CORPORATION & MG SCIENTIFIC INSTRUMENTS GROUP INDEX
# MEDIA GENERAL INDEX
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
- - ---------------------------------- ------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
The Corporation 100 52.86 71.43 65.71 70.00 77.14
- - ---------------------------------- ------ -------- -------- -------- -------- --------
MG Industry Group 401 --
Scientific Instruments Index 100 105.54 140.02 131.79 145.68 141.37
- - ---------------------------------- ------ -------- -------- -------- -------- --------
Media General Index 100 92.98 120.02 124.83 143.29 142.10
- - ---------------------------------- ------ -------- -------- -------- -------- --------
</TABLE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
David Freedman is the owner of Bio-Instrument Ltd., a foreign firm that
acts as an agent for sales of the Corporation's products to customers in
Israel, and earns commissions on those sales. During the year ended December
31, 1994 this firm earned commissions in the amount of $512,949 on purchases
by customers in Israel of the Corporation's products. These commissions paid
by the Corporation to Bio-Instrument Ltd. were comparable to commissions paid
to unrelated distributors and sales representatives.
11
<PAGE> 13
ITEM 2. PROPOSAL TO AMEND THE 1991 NONQUALIFIED STOCK OPTION PLAN TO RESERVE
AN ADDITIONAL 200,000 SHARES FOR ISSUANCE THEREUNDER
In 1992, the Corporation adopted, effective as of December 1991, the 1991
Nonqualified Stock Option Plan (the "1991 Plan"). The 1991 Plan provides for
the granting of options to purchase shares of the Corporation's Common stock,
par value $0.0625 per share, to be drawn from authorized but unissued stock.
Two hundred thousand (200,000) shares were originally available for options
pursuant to the 1991 Plan. As options have been granted with respect to most
of those 200,000 shares, Management desires to amend the 1991 Plan to
increase the total number of shares available for options to 400,000, thus
adding 200,000 more shares to the 1991 Plan. The purpose of the 1991 Plan
continues to be to attract and retain the services of experienced and
talented persons as executives, managers and supervisors of the Corporation.
The following is a brief summary of the 1991 Plan. The complete text is
attached as Exhibit A hereto.
DESCRIPTION OF THE STOCK OPTION PLAN
The 1991 Plan is to be administered by a Committee appointed by the Board.
The Committee will consist of at least two persons who must be Directors of
the Corporation and who are not eligible to receive any options under the
1991 Plan and no member of the Committee may have received any such options
for the one (1) year period prior to election to serve on the Committee.
Participants would be selected by the Committee on the basis of the
Committee's judgment as to each person's overall contribution to the success
of the Corporation. The Committee will determine both the number of optionees
and the number of shares to be optioned to any individual under the 1991
Plan. The Board of Directors will be able to amend the 1991 Plan without
further approval by the shareholders, except insofar as such approval is
required by the 1991 Plan for amendments which materially modify the
eligibility requirements for the receiving options, increase the total number
of shares covered by the Plan, or otherwise materially increase the benefits
accruing to optionees.
No options may be granted under the 1991 Plan after December 11, 2001.
Options granted under the 1991 Plan may have an exercise period of up to ten
years. The 1991 Plan provides that no option can be exercised within the
first year following the date of grant. Twenty percent of the options granted
become exercisable on each of the first five anniversaries of the date of
grant.
The 1991 Plan provides that when an optionee ceases to be an employee of
the Corporation for any reason other than death, voluntary retirement after
attaining age 65 or disability, all rights to exercise unexercised options
cease, whether or not accrued at the date of termination. In the event of
termination of an optionee's employment due to death, all options which have
become exercisable as of the date of the optionee's death may be exercised by
the executor, administrator or beneficiary of the estate of such optionee,
for a period of six months or the unexpired term of the option (whichever is
less). In no event can a stock option be exercised after 10 years from the
date it is granted, or such earlier date as may be specified in the option.
The options will not be transferable except in the event of death.
The exercise price per share of each option must be at least the fair
market value on the date of grant which, generally, is the closing price for
the Corporation's Common stock as quoted on the NASDAQ. Payment for the full
number of shares covered by the portion of any option exercised will be made
in full at the time of exercise. Payment could be made by delivery of cash,
check, bank draft or postal or express money order. At the Committee's sole
discretion, payment can be made by delivery of shares of the Corporation's
Common stock having an aggregate fair market value equal to the portion of
the option price outstanding.
Options covering 29,250 shares remain available for grant under the 1991
Plan. No determination has been made with respect to future recipients of
options under the 1991 Plan, and it is not possible to specify to whom such
options may be granted, or the number of shares, within the limitations of
the 1991 Plan, to be covered by such options.
Options to be granted under the 1991 Plan are intended to be non-statutory
options. Under current Federal income tax law, the grant of a
non-transferable, non-statutory option generally is not a taxable event for
the grantee or for the Corporation. Rather, the grantee of a non-statutory
12
<PAGE> 14
option generally realizes ordinary income upon exercise of the option in an
amount equal to the excess of the fair market value of the stock acquired over
the option price. The Corporation will be entitled to claim a corresponding tax
deduction, subject to the rules pertaining to the reasonableness of compensation
and the withholding of income taxes, in an amount equal to the ordinary income
realized by the grantee.
The Corporation has filed the necessary registration statements under the
Securities Act of 1933 to cover the original 200,000 shares issued pursuant
to exercise of options granted under the plan so that such registration
statements are effective prior to the exercise of options for those shares.
The Corporation expects to amend those registration statements to extend
coverage to the 200,000 additional shares to be added to the 1991 Plan.
The closing price of the Common stock of the Corporation on March 17, 1995
as quoted on the NASDAQ was $6.00 per share.
Management recommends a vote "FOR" the amendment.
ITEM 3. PROPOSAL TO ADOPT AN AMENDMENT TO THE CORPORATION'S EMPLOYEE STOCK
PURCHASE PLAN RESERVING 100,000 ADDITIONAL SHARES FOR PURCHASE
THEREUNDER.
SUMMARY
In 1987, the Corporation adopted an Employee Stock Purchase Plan (the
"Stock Purchase Plan"). Under the Stock Purchase Plan, 100,000 authorized but
unissued shares of the Corporation's Common stock were reserved for purchase
by eligible employees of the Corporation and its subsidiaries at prices less
than fair market value, with funds contributed by the participating employees
for that purpose under a payroll deduction arrangement. Most of those
reserved shares have been purchased. Accordingly, the Corporation wishes to
reserve an additional 100,000 authorized but unissued shares of Common stock
for issuance under the Plan. The Board of Directors has approved this
amendment and recommends that the shareholders approve it as well.
The following description of the Stock Purchase Plan is qualified in all
respects by the text of the Plan itself, which is attached hereto as Appendix
"B".
DESCRIPTION OF THE STOCK PURCHASE PLAN
All regular employees of the Corporation and those of its subsidiaries in
which the Company owns or controls at least 75% of the shares of capital
stock (of all classes) outstanding (x) whose customary employment exceeds 20
hours per week and exceeds 5 months in any calendar year, and (y) who have
completed more than 12 months of employment with the Corporation or such
subsidiaries prior to enrollment, are eligible to participate in the Stock
Purchase Plan. However, persons who own or hold rights to purchase 5% (i.e.,
Messrs. David and Sigmund Freedman) or more of the voting power of the
Corporation's Common stock are not eligible. An employee's rights to
participate in the Stock Purchase Plan terminate automatically if that person
ceases to be employed by the Corporation or such subsidiaries for any reason.
Also, if the Corporation's ownership of any subsidiary in which the
Corporation owns at least 75% of the capital stock when the Stock Purchase
Plan becomes effective should later decrease below 75%, the Board may
terminate the eligibility of the employees of that subsidiary, if it so
elects. Management believes that a substantial majority of the employees of
the Corporation and its subsidiaries are eligible to participate in the Stock
Purchase Plan.
An additional 100,000 authorized but unissued shares of the Corporation's
Common stock, par value $0.0625 per share, shall be reserved and made
available for issuance under the Stock Purchase Plan beyond the 100,000
shares reserved at the time of adoption of the Stock Purchase Plan in 1987.
However, shares issued and reacquired by the Corporation from time to time
may be used for purposes of the Stock Purchase Plan in place of the reserved
shares. Currently 27,097 shares remain for issuance under the Stock Purchase
Plan. The closing price of the Common stock of the Corporation on March 17,
1995 as quoted on the NASDAQ was $6.00 per share.
Participants may authorize the Corporation to deduct up to 10% of their
gross pay in any pay period subject, however, to a maximum of $5,000
deductible in any one year. The amounts deducted by participants will be
13
<PAGE> 15
deposited in a bank account specially maintained for administration of the
Stock Purchase Plan and segregated from the other assets of the Corporation.
Each participant will receive regular statements of account with respect to
his or her interest in the Stock Purchase Plan.
On the last day of May and the last day of November during each calendar
year, the Corporation will apply the deductions from each employee's gross
pay accumulated during the previous six months to the purchase of shares of
the Corporation's Common stock. The number of shares to be purchased for each
employee shall be determined by dividing the amount of accumulated
contributions by an amount equal to 85% of the lower of the last reported
closing bid price in the over-the-counter market as quoted by NASDAQ and
reported in The Wall Street Journal or other similar financial publications
on (i) the first trading day in the six-month period or (ii) the last trading
day in the six-month period; provided, however, that no more than 500 shares
may be purchased for a participant in the Stock Purchase Plan in any
six-month period.
Notwithstanding the above, any participant may elect not to have the
amounts deducted from their payroll applied to the purchase of stock on any
given purchase date if they give written notice of non-purchase to the
Corporation prior to the end of that six-month period.
The Stock Purchase Plan will be administered by a committee consisting of
three persons (who need not be directors) appointed by the Board of Directors
of the Corporation. The Corporation pays all expenses associated with the
Stock Purchase Plan. The Stock Purchase Plan is subject to amendment at any
time by the Board of Directors except that without the approval of the
shareholders, the Stock Purchase Plan may not be amended to increase the
number of shares of Common stock which may be sold to participants or to
authorize payroll deductions in excess of 10% of the participants' gross pay.
Management recommends a vote "FOR" this amendment.
AUDITORS
The Corporation has selected KPMG Peat Marwick LLP to be the independent
auditors for the Corporation for the fiscal year ending December 31, 1995.
A representative of KPMG Peat Marwick LLP is expected to be present at the
meeting with the opportunity to make a statement if they desire to do so and
to respond to appropriate questions.
OTHER MATTERS
Management does not know of any other matters which are likely to be
brought before the meeting. However, in the event that any other matters
properly come before the meeting, the persons named in the enclosed proxy
will vote said proxy in accordance with their judgment on such matters.
1996 SHAREHOLDER PROPOSALS
Shareholder proposals submitted for inclusion in the Proxy Statement of
the Board of Directors for the 1996 Annual Meeting of Shareholders, must be
received by the Corporation at 44 Talmadge Road, Edison, New Jersey 08818 on
or before December 21, 1995.
GENERAL
The cost of this solicitation will be borne by the Corporation. Brokers
will be asked to forward solicitation material to beneficial owners of stock
and will be reimbursed for their out-of-pocket expenses.
By Order of the Board of Directors
ADELE LAVENDER, Secretary
14
<PAGE> 16
ANNUAL REPORT ON FORM-10K
The Corporation will provide without charge to each shareholder who
requests it in writing, a copy of its Annual Report on Form 10-K for the year
ended December 31, 1994, including the financial statements and schedules
thereto (but without the exhibits thereto) filed with the Securities and
Exchange Commission. The Corporation will furnish any exhibit to such Annual
Report to any shareholder requesting the same upon payment of a fee equal to
the Corporation's reasonable expenses in furnishing such exhibit. All
requests for the Annual Report on Form 10-K or exhibits thereto should be
addressed to Adele Lavender, Secretary, New Brunswick Scientific Co., Inc.,
44 Talmadge Road, Edison, New Jersey 08818-4005.
15
<PAGE> 17
APPENDIX "A"
NEW BRUNSWICK SCIENTIFIC CO., INC.
1991 NONQUALIFIED STOCK OPTION PLAN
ARTICLE 1
NAME AND PURPOSE
1.1 Name. The name of the stock option plan (the "Plan") shall be the New
Brunswick Scientific Co., Inc. 1991 Nonqualified Stock Option Plan.
1.2 Purpose. The Plan is intended to enable New Brunswick Scientific Co.,
Inc. (the "Company") to attract and retain experienced and exceptional
executive employees with managerial and analytical talent, upon whom, in
large measure, the sustained progress, growth and profitability of the
Company depends. Accordingly, the Plan is intended to provide them with
favorable opportunities to purchase equity in the Company through the grant
of nonqualified stock options (the "Options"), thereby encouraging them to
contribute to the Company's future success and prosperity, and enhancing the
value of the Company for the benefit of its other share owners.
ARTICLE 2
SHARES SUBJECT TO THE PLAN
2.1 Number of Shares. The stock subject to options issued under this Plan
shall be shares of the Company's Common stock, par value $.0625 per share
(the "Shares"). The total amount of Shares with respect to which options may
be granted shall be 200,000 [400,000 if the amendment is approved] shares,
subject to adjustment in accordance with the provisions of Section 2.2.
Shares issuable under the Plan shall be authorized but unissued Shares of the
Company, including treasury shares. If any Option granted under the Plan
expires or otherwise terminates, in whole or in part, without having been
exercised, the Shares subject to the unexercised portion of such Option shall
be available for the granting of Options under the Plan as fully as if such
Shares had never been subject to an Option.
2.2 Adjustments. The number of Shares that may be issued under the Plan,
as stated in Section 2.1, and the number of Shares issuable upon exercise of
outstanding Options under the Plan (as well as the exercise price per share
under such outstanding Options shall be equitably adjusted by the Committee
(referred to in Section 3.2) to reflect: (a) any stock dividend or stock
split, (b) any subdivision or combination of outstanding shares or (c) any
other reorganization or change in the stock or capital structure of the
Company in connection with which the Company issues additional shares of
capital stock without receiving any consideration therefor.
ARTICLE 3
ADMINISTRATION OF PLAN
3.1 Stock Options. As used in the Plan, the term "Options" or
"nonqualified stock options" means options that are not intended to qualify
as incentive stock options under Section 422A of the Internal Revenue Code of
1986, as amended from time to time (the "Code").
3.2 Committee Authority in General. Except as otherwise provided below,
the Plan shall be administered by a Stock Option Committee (the "Committee")
appointed by the Board of Directors of the Company (the "Board"). The
Committee shall have full authority to establish, from time to time, such
rules and regulations, not inconsistent with the provisions of the Plan, for
the proper administration of the Plan, and to make such determinations and
interpretations under or in connection with the Plan and the Options granted
hereunder, as it deems necessary or advisable. All such rules, regulations,
determinations and interpretations shall be binding and conclusive upon the
Company, its stockholders, employees (including former employees), and
directors, and any related corporation, and upon their respective legal
representatives, beneficiaries, successors and assigns and upon all other
persons claiming under or through any of them.
A-1
<PAGE> 18
3.3 Committee Members. The Committee shall be composed of at least two (2)
persons who are members of the Board of Directors. No member of the Committee
may receive any options under the Plan, and no member may have received any
such options for a period of at least one (l) year prior to his or her
election to serve on the Committee. The Board may from time to time remove
members from, or add members to, the Committee. The Board may on its own
motion, amend the requirements, for eligibility for service on the Committee
as may be reasonably required, in the judgment of the Board, in order to
qualify each member of the Committee as a "disinterested person," as defined
in the regulations of the Securities and Exchange Commission pertaining to
Section 16(b) of the Securities Exchange Act of 1934.
3.4 Actions of the Committee. The Committee shall hold meetings at such
times and places as it may determine. A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and a
vote of the majority of those members present at any meeting, or acts
approved in writing by a majority of the Committee, shall decide any question
before the Committee.
3.5 Exoneration. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted under this Plan, except those resulting from such
member's gross negligence or willful misconduct.
3.6 Indemnification. In addition to such other rights of indemnification
as they may have as members of the Board or the Committee, the Company shall
defend, indemnify and hold harmless the members of the Committee against all
costs and expenses reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or any
Option granted hereunder, and against all amounts paid or payable by them in
settlement thereof provided such settlement is approved by independent legal
counsel selected by the Company or paid or payable by them in satisfaction of
a judgment in any such action, suit or proceeding, except a judgment based
upon a finding of bad faith on the part of the Board or Committee member
seeking indemnification hereunder, provided that upon the institution of any
such action, suit or proceeding a Committee member shall, in writing, give
the Company notice thereof and an opportunity, at its own expense, to handle
and defend the same before such committee member undertakes to handle and
defend it on her or his own behalf.
ARTICLE 4
ELIGIBILITY
The persons eligible to participate in the Plan shall be executive,
managerial, or supervisory employees (except any employee who may be
ineligible as a result of his or her appointment to the Committee) of the
Company and its subsidiary companies who may be designated by the Committee.
The persons eligible to receive Options under the Plan are referred to in
this Plan as "Eligible Individuals." The Committee shall have the full
discretion and authority to determine the persons to whom Options shall be
granted under the Plan and to recommend the date of grant and the other
conditions thereof, subject to the express terms of this Plan.
ARTICLE 5
OPTION TERMS
5.1 Price of Options. The purchase price per Share (the "Option Price")
under each Option granted under the Plan shall be determined and fixed by the
Committee in its discretion, but shall not be less than the fair market value
of such Shares on the date of grant of such Option. The fair market value of
a Share on any day shall mean (a) the last reported closing price of a Share
as quoted by NASDAQ and reported in The Wall Street Journal (or other
reputable financial publication, in the event The Wall Street Journal is
unavailable); or (b) if at any time the Company's Common stock is not
eligible for quotation on NASDAQ, such other method of determining fair
market value as shall be permitted by the Code or the rules or regulations
thereunder, and adopted by the Committee from time to time.
5.2 Maximum Exercise Period. The Committee shall fix the term of all
Options, provided that such term shall not exceed ten years from the date of
grant of such Option (the "Expiration Date").
A-2
<PAGE> 19
5.3 Installment Exercise. No Option may be exercised, in whole or part,
until one year after the date upon which such Options are granted (the "Grant
Date"). Options shall thereafter become exercisable in installments. Twenty
percent (20%) of the Options granted shall become exercisable one (l) year
after the Grant Date and twenty percent (20%) shall become exercisable each
year thereafter until all Options are exercisable at the end of five (5)
years. An Option may be exercised as to less than the full amount of Shares
then available for purchase under the Option, but must be exercised in
multiples of full shares of stock, rather than fractional shares. An option
may not be exercised more than ten times during the term of the Option.
5.4 Payment. The Option Price shall be payable in cash or by check, bank
draft, or postal or express money order. At the Committee's discretion, all
or part of the Option Price may be paid by delivery of shares of Common stock
of the Company having an aggregate fair market value equal to the portion of
the Option Price not otherwise satisfied in cash or by check. The Committee
shall determine acceptable methods for tendering shares of Common stock as
payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of such stock to exercise an Option as it deems
appropriate.
5.5 Method of Exercise. An Option, or portion of an Option, shall be
exercised by delivery of a written notice of exercise to the Company,
accompanied by payment in full of the purchase price for the Shares with
respect to which the Option is exercised. Until such Shares are issued, the
holder of the Option shall have none of the rights of a share owner. In its
discretion, the Committee may require that the exercise of an Option be
conditioned upon the execution by the optionee of a written election under
Section 83(b) of the Code.
5.6 Transferability. No Option shall be assignable or transferable by an
optionee otherwise than by will or by the laws of descent and distribution,
and during the lifetime of the optionee, the Option shall be exercisable only
by him, or in the event of his legal disability by his legal representative.
5.7 Termination of Employment. If an optionee ceases to be employed by the
Company for any reason other than death, voluntary retirement after attaining
age 65 or disability (as described in Section 5.9 below) prior to the
Expiration Date of any Options, such unexercised Option shall terminate as of
the date of such termination of employment.
5.8 Death of Optionee. If an optionee dies while an employee of the
Company and if on the date of death an optionee holds an Option that is not
fully exercised, then for a period of six (6) months after the optionee's
death or the unexpired term of the Option, whichever is less, the Option may
be exercised by the executor or administrator of the optionee or by any
person who acquires the Option from the optionee by bequest or inheritance,
to the extent that the optionee could have exercised such Option on the date
of his or her death.
5.9 Retirement or Disability of Optionee. If an optionee ceases to be
employed by the Company or its subsidiary corporations by reason of voluntary
retirement after attaining the age of 65 or by reason of disability and if on
the date of termination of employment the optionee holds an Option that is
not fully exercised, then for a period of six months after the date of
termination of employment or the unexpired Option term, whichever is less,
the Option may be exercised to the extent that the optionee had the right to
exercise such Option as of the date of termination of employment. If such
optionee dies within six months after the date of termination of employment
and if on the date of his death he held an Option that is not fully
exercised, then to the extent and for the period that the optionee could have
exercised the Option under this Section 5.9 had he survived, the Option may
be exercised by the executor or administrator of the optionee or by any
person who acquires the Option from the optionee by bequest or inheritance. A
"disability" shall, for all purposes under this plan, be defined as set forth
in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended.
5.10 Option Agreement and Further Conditions. As soon as practicable after
the grant of an Option, each optionee shall enter into, and be bound by the
terms of, a nonqualified stock option agreement (the "Nonqualified Stock
Option Agreement") which shall state the number of Shares to which the Option
pertains. The Nonqualified Stock Option Agreement shall set forth such terms,
conditions and restrictions regarding the Option not inconsistent with the
Plan as the Committee shall determine. Without limiting the generality of the
foregoing, the Committee, in its discretion, may impose further conditions
upon the exercisability of Options and restrictions on transferability with
respect to Shares issued upon exercise of Options.
A-3
<PAGE> 20
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 Registration of Shares. The Company may, but shall not be obligated
to, register the Options or the Shares received upon exercise of an Option,
or both, with the Securities and Exchange Commission and any state securities
law commission or agency. In the absence of such registration, both the
Options and the Shares:
(i) will be issued only pursuant to an exemption from registration;
(ii) cannot be sold, pledged, transferred or otherwise disposed of in the
absence of an effective registration statement or an opinion of counsel
satisfactory to the Company that such registration is not required; and
(iii) will bear an appropriate restrictive legend setting forth the
statement contained in subparagraph (ii) above.
The Company shall not be required to sell or issue any Shares under any
Option if the issuance of such Shares would, in the judgment of the Company,
constitute or result in a violation by the Optionee or the Company of any
provision of law or regulation of any governmental agency. The Company at its
discretion, may require the optionee to sign, when exercising an Option, an
investment letter satisfactory to the Company.
6.2 Application of Funds. The funds received by the Company upon the
exercise of Options and otherwise under the Plan shall be used for general
corporate purposes as permitted by law.
6.3 Withholding of Taxes. The obligation of the Company to deliver Shares
upon the exercise of any Option shall be subject to any applicable Federal,
state and local tax withholding requirements.
6.4 Governing Law. This Plan shall, to the maximum extent possible, be
governed by the laws of the State of New Jersey.
6.5 Employment Rights. The grant of an Option under this Plan shall not
impose on the Company or its subsidiary corporations any obligation to
continue to employ any optionee, and the right of the Company or its
subsidiary corporations to terminate the employment of any person shall not
be diminished or affected by reason of such grant of an Option.
ARTICLE 7
AMENDMENT AND TERMINATION
7.1 Authority of Board of Directors. Except as otherwise provided in
Section 7.2, the Board at any time, and from time to time, may suspend or
discontinue the Plan or amend it in any respect as the Board may deem
appropriate and in the best interests of the Company; provided, however, that
no such suspension, discontinuance or amendment shall materially impair the
rights of any holder of any Option granted under this Plan prior to such
amendment, suspension or termination, without the consent of such holder.
7.2 Shareholder Approval of Amendments. No amendment of this Plan shall be
made which would, without the approval of the shareholders holding at least a
majority of the outstanding shares of the Company voted at a meeting of such
shareholders: (a) materially increase the benefits accruing to participants
under the Plan; (b) increase the number of Shares that may be issued under
the Plan (except for adjustments permitted or required under Section 2.2
above); (c) materially modify the requirements as to eligibility for
participation in the Plan; or (d) extend the term during which Options may be
granted or exercised.
7.3 Termination. No Options may be granted after ten years after the date
on which this Plan was approved by the Board, provided, however, that the
Plan and all outstanding Options shall remain in effect until such Options
have expired or vested, as the case may be, or are terminated in accordance
with the Plan.
ARTICLE 8
SHAREHOLDER APPROVAL AND EFFECTIVE DATE
This Plan is subject to the approval of the holders of at least a majority
of the votes cast by the holders of shares entitled to vote thereon, which
approval shall be obtained at the annual shareholder's meeting following the
adoption of the Plan by the Board. If the shareholders shall not approve the
Plan as aforesaid, the Plan shall not be effective, and any and all actions
taken prior thereto shall be null and void or shall, if necessary, be deemed
to have been fully rescinded.
A-4
<PAGE> 21
APPENDIX "B"
EMPLOYEE STOCK PURCHASE PLAN
OF NEW BRUNSWICK SCIENTIFIC CO., INC.
1. RESERVATION OF STOCK
To encourage and facilitate the purchase of capital stock of New Brunswick
Scientific Co., Inc., there is hereby reserved for sale under the Employee
Stock Purchase Plan of New Brunswick Scientific Co., Inc. (the "Plan")
100,000 [200,000 if the amendment is approved] authorized but unissued shares
of Common stock, par value $0.0625 per share, of New Brunswick Scientific
Co., Inc. (the "Company"). Authorized but unissued shares are reserved under
the Plan; however, issued shares that have been or may be reacquired by the
Company, either especially for use under the Plan or otherwise, may be used
for purposes of the Plan from time to time in place of the reserved shares.
2. ELIGIBILITY
All regular employees of the Company and those of its subsidiaries in
which the Company owns or controls at least 75% of the shares of capital
stock (of all classes) outstanding (i) whose customary employment is for more
than 20 hours per week and for more than five months in any calendar year,
and (ii) who have completed twelve or more months of employment with the
Company or such subsidiaries as of an enrollment date, as defined below,
shall be eligible to participate in the Plan. If the Company's ownership or
control of the outstanding capital stock of any subsidiary in which it owns
at least 75% thereof as of the date the Plan becomes effective shall become
less than 75% thereof after such date, then the Board of Directors may, in
its discretion, terminate the eligibility of the employees of such
subsidiary. Such termination may, at the election of the directors, be
effective (i) immediately, in which case all amounts accumulated for the
affected employees under Section 3 of the Plan shall promptly be returned to
them, or (ii) immediately following the next succeeding date for the purchase
of shares, as determined under Section 4 of the Plan.
Each employee who is eligible to participate in the Plan may enroll in the
Plan by signing a form provided by the Company to authorize payroll
deductions for contributions to the Plan. Such enrollment form shall be
completed and returned to the Company at least 2 days prior to each
enrollment date, the enrollment dates for the Plan being the first day of
June and the first day of December of each year.
Notwithstanding the above, no employee of the Company or its subsidiaries
shall be granted a right to purchase shares under the Plan if, immediately
after such right is granted, such employee would own or hold a right to
purchase stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company or of any of its subsidiaries,
within the meaning of the rules set forth in Section 423 (b)(3) of the
Internal Revenue Code of 1986.
3. PAYROLL DEDUCTIONS
Each participant in the Plan shall authorize payment for the shares to be
purchased by him through allotments from his pay in even dollar amounts, in
any pay period, not to exceed ten per cent (10%) of his gross pay. The
maximum amount, however, which may be allotted through payroll deductions by
each participant shall not exceed $5,000.00 in any one year during the
duration of the Plan. Such payroll deductions must be made in each regular
pay period. Subject to the foregoing maximum percentage and dollar amount, a
participant may change the amount of his future allotments as of the
beginning of any six-month enrollment period by filing notice of the change
with the Controller of the Company at least twenty-one (21) days prior to the
start of a six-month enrollment period. An account will be maintained for
each participant to which will be credited amounts allotted from his pay and
to which will be charged his withdrawals and the amounts expended for his
purchase of shares. Amounts allotted by participants will be segregated from
the Company's assets, and are to be deposited in special bank accounts
maintained especially for the administration of the Plan.
The Company will furnish to each participant promptly after the end of
each six-month period a statement of his account in reasonable detail.
B-1
<PAGE> 22
4. METHOD OF PURCHASE
a) Beginning on November 30, 1987 and on the last day of each six-month
period thereafter, so long as the Plan remains in effect, the Company
shall apply the contributions accumulated in each participant's account as
of such date to the purchase of authorized but unissued, or reacquired,
shares of its capital stock, provided that prior to such date the
participant may submit a Notification of Non-Purchase Form, in which case
no shares shall be purchased for the participant for such period. Any
balance remaining in a participant's account after a purchase (or after an
election not to purchase) shall be refunded to the participant, except
that any amounts representing a fractional share which remain in a
participant's account after a purchase will be carried over to the next
succeeding period and either applied to the purchase of shares or refunded
to the participant, as applicable.
b) The number of shares to be purchased shall be determined by dividing the
amount of accumulated contributions by the lesser of:
(i) 85% of the last reported closing bid price in the over-the-counter
market on the last day of the six-month period as quoted by NASDAQ
and reported in The Wall Street Journal or other similar financial
publications) for such date; or
(ii) 85% of the last reported closing bid price in the over-the-counter
market on the first day of the six- month period as quoted by NASDAQ
and reported in The Wall Street Journal or other similar financial
publications) for such date.
As soon as practicable after the purchase date, the Company shall issue to
each participant a certificate evidencing the whole number of shares
purchased.
c) No Participant shall have the right to purchase stock under all stock
purchase plans of the Company and its parent or subsidiary corporations at
an accrued rate exceeding $25,000 of the fair market value of such shares
(determined at the time such right to purchase is granted) for each
calendar year in which such right to purchase is outstanding at any time.
5. OWNERSHIP OF STOCK; NON-ASSIGNABILITY
No Participant as such shall be considered to own or have any interest in
any shares of stock other than the whole shares purchased for him out of his
account as above provided. Each participant or such other person as he shall
have designated to become the record owner) shall be deemed the owner of
record of any shares so purchased, on the date of issuance of the certificate
evidencing the shares purchased.
The right to purchase stock under the Plan shall be non-assignable. Any
purported assignment or transfer of such right, voluntary or involuntary,
shall be deemed to be an election not to exercise such right to purchase
stock, and any sum accumulated at the time of any termination of employment
for any reason, including death, shall be refunded.
6. WITHDRAWAL FROM THE PLAN
Any participant may withdraw from the Plan at any time by giving written
notice of such withdrawal to the Controller of the Company at least five (5)
business days before the date of withdrawal. Promptly after a participant's
withdrawal, he will be paid all amounts standing to his credit in his
account. A participant who has withdrawn may, if he remains eligible to
participate in the Plan, resume his participation as of the first day of any
six-month payment period beginning after his withdrawal, by filing a new
application form at least twenty- one days prior to such date, provided that
no employee may re-enter the Plan more than twice without approval of the
Committee administering the Plan.
A participant shall be deemed automatically to have withdrawn from the
Plan at the time of his ceasing for any reason to be employed by the Company,
or its subsidiaries described in section 2 above, or at the time he ceases to
be eligible to participate in the Plan. Any amounts standing to his credit in
B-2
<PAGE> 23
his account shall be paid and delivered to him. In the event of the death of a
participant, any amounts standing to his credit in his account shall be paid and
delivered to his executor or administrator. A leave of absence shall not be
considered a termination of employment so as to effect withdrawal from the Plan
provided such leave of absence is in accordance with established Company policy.
7. ADMINISTRATION
The Plan shall be administered by a Committee of at least three members,
who are appointed by (and subject to removal by) the Board of Directors of
the Company. Members of the Committee need not be directors of the Company.
Subject to direction of the Board, the Committee shall make such
interpretations and adopt regulations as it may deem desirable or necessary
in connection with the operation of the Plan. Members of the Committee shall
receive no separate compensation for serving on the Committee.
8. DURATION AND AMENDMENT
The Plan is to continue in effect until 100,000 shares [200,000 shares if
the amendment is approved] have been sold under it, subject, however, to
termination at anytime by the Board of Directors of the Company. Upon
termination of the Plan, all amounts standing to the credit of participants
shall be distributed to them in the same manner as if they had withdrawn from
the Plan.
The Plan is subject to amendment at any time by the Board of Directors
except that, without the approval of the stockholders of the Company, the
number of shares which may be sold to participants shall not be increased,
and payroll allotments exceeding ten per cent (10%) of gross pay shall not be
authorized. No amendment of the Plan will become effective until at least ten
(10) days after written notice thereof has been given to each participant.
If there is any recapitalization of the Company with respect to its Common
shares or any split-up or combination or exchange of shares, the aggregate
number of shares which may thereafter be available under the Plan, the number
of shares with respect to which rights to purchase have been granted at that
time, and the price at which such shares may be purchased, shall be
proportionately and appropriately adjusted.
9. APPLICABLE LAW AND REGULATIONS
It is intended that this Plan and all rights granted hereunder will meet
the requirements of an employee stock purchase plan under the Internal
Revenue Code, or other applicable provisions, as they may be amended from
time to time. The Plan, in all respects, shall be so interpreted and
construed as to be consistent with this purpose.
Sales of shares under the Plan shall be subject to approval of the Plan by
the Company's shareholders, as provided in the Internal Revenue Code, and to
compliance with requirements of all applicable state and federal securities
and other laws.
B-3
<PAGE> 24
This Proxy is Solicited on behalf of the Board of Directors
NEW BRUNSWICK SCIENTIFIC CO., INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
MAY 31, 1995
The undersigned hereby constitutes and appoints David Freedman,
Sigmund Freedman and Ezra Weisman, and each of them, proxies of the
undersigned, with full power of substitution to represent and vote, as
designated on the reverse side, all shares of the Common stock of New
Brunswick Scientific Co., Inc. (the "Corporation") which the undersigned
could represent and vote if personally present at the Annual Meeting of
Shareholders of the Corporation to be held on May 31, 1995, and at any
adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
<PAGE> 25
/X/ Please mark your
votes as in this
example
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW AND FOR ITEMS 2 AND 3
FOR WITHHELD CLASS NOMINEES TERM EXPIRES
----- -------- ------------
1. Election of
Directors / / / / Class II Sigmund Freedman 1998 Annual Meeting
Class II Martin Siegel 1998 Annual Meeting
Class II Dr. David Pramer 1998 Annual Meeting
For, except vote withheld from the following nominee(s)
- - ------------------------------------------------------
2. To approve and adopt an amendment to
the New Brunswick Scientific Co.,
Inc. 1991 Nonqualified Stock Option
Plan increasing the number of
authorized shares by 200,000.
FOR AGAINST ABSTAIN
/ / / / / /
3. To approve and adopt an amendment to
the Corporation's Employee Stock
Purchase Plan increasing the number
of authorized shares by 100,000.
FOR AGAINST ABSTAIN
/ / / / / /
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE(S) DATE
--------------------------------------- ---------------------
Note: Please sign exactly as your name appears hereon. Executors,
administrators, trustees, etc., should so indicate when signing, giving
full title as such. If signer is a corporation, execute in full
corporate name by authorized officer. If shares held in the name of two
or more persons all should sign.
