<PAGE>
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:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
NEW BRUNSWICK SCIENTIFIC CO., INC.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:*
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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>
NEW BRUNSWICK SCIENTIFIC CO., INC.
------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1996
------
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 29, 1996, at 10:00 A.M. Eastern Daylight
Savings Time, for the following purposes:
1. To elect one Class I director of the Corporation to a term of one
year and three Class III directors of the Corporation to terms of
three years.
2. 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 10, 1996,
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, 1995, is being sent to you
herewith.
By Order of the Board of Directors
ADELE LAVENDER, Secretary
April 11, 1996
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>
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 29, 1996 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 11, 1996.
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 10, 1996,
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 3,595,651 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 single director
designated as a Class I director and the three directors designated as Class
III directors are to be elected at the 1996 Annual Meeting. Those elected
shall serve terms of one and three years, respectively.
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.
1
<PAGE>
The following table presents the name, age and principal occupation of
each nominee and present director.
NOMINEE FOR TERM EXPIRING AT THE 1997 ANNUAL MEETING (CLASS I)
<TABLE>
<CAPTION>
First
Became
Name Age Principal Occupation Director In
--------------------- ----- ------------------------------------------------------ -------------
<S> <C> <C> <C>
Bernard Leon ........ 68 Consultant, and Of Counsel to the law firm of 1996
Crummy, Del Deo, Dolan, Griffinger & Vecchione
NOMINEES FOR TERMS EXPIRING AT THE 1999 ANNUAL MEETING (CLASS III)
David Freedman ...... 75 Chairman of the Board of the Corporation 1958
Ezra Weisman ........ 55 President of the Corporation 1971
Dr. Marvin Weinstein 79 President, Research Advisory Service 1981
PRESENT DIRECTORS
Terms Expiring at the 1997 Annual Meeting (Class I)
Kiyoshi Masuda ...... 71 President of American & Foreign Market Research, Inc.; 1980
President of FerriShield, Inc.
Ernest Gross ........ 77 Attorney in Private Practice 1984
Terms Expiring at the 1998 Annual Meeting (Class II)
Sigmund Freedman. ... 79 Treasurer of the Corporation 1958
Martin Siegel ....... 67 Chairman of the Board of Valiant International
Multimedia Corporation 1980
Dr. David Pramer .... 73 Executive Assistant for Research Policy and
Administration, Rutgers University 1962(1)
</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
Bernard Leon has been nominated by the Board to be a Class I Director of
the Corporation with a term ending at the 1997 Annual Meeting. Mr. Leon, who
is an attorney, has a consulting practice, and is Of Counsel to the law firm
of Crummy, Del Deo, Dolan, Griffinger & Vecchione. Mr. Leon was employed by
Hoffmann La-Roche from 1961 until his retirement in 1994 at which time he was
Assistant Vice President, Patent Counsel and Director of Licensing, Business
Development and Acquisitions. Prior to 1961 he was a Patent Examiner with the
U.S. Patent Office. Mr. Leon currently serves on the Board of Directors of
MicroGeneSys, Inc.
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.
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.
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.
2
<PAGE>
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. He is currently Chairman of the Board of Valiant International
Multimedia Corporation.
David Pramer, Ph.D. has had a 44 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.
Stanley Yakatan, who had served on the Board since 1986, declined to stand
for re-election in light of his other business commitments.
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, 1995. The Board has a Compensation
Committee which consists of Messrs. Masuda, Pramer and Gross which met two
times during the year ended December 31, 1995. 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 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 twelve times
during the year ended December 31, 1995. The Board also has a nominating
committee consisting of Messrs. Weinstein and Pramer. This committee held no
meetings during the year ended December 31, 1995.
During the year ended December 31, 1995, there were three meetings of the
Board of Directors.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of April 10, 1996,
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>
Bernard Leon .......................................... 1,500 (4)
David Freedman (1) .................................... 538,507(2) 15.0%
Ezra Weisman .......................................... 38,900(3) (4)
Dr. Marvin Weinstein .................................. 8,350(5) (4)
Kiyoshi Masuda ........................................ 12,500(5) (4)
Ernest Gross .......................................... 6,500(5)(6) (4)
Sigmund Freedman (1) .................................. 520,056 14.5%
Martin Siegel ......................................... 10,500(5) (4)
Dr. David Pramer ...................................... 2,758(5)(7) (4)
Stanley Yakatan ....................................... 1,850(5) (4)
All directors and executive officers as a group ....... 1,148,921(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 29.5% of the
Common stock of the Corporation.
(2) This figure includes 5,000 shares owned by Mr. Freedman's wife directly
but 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) This figure includes 28,000 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.
(4) Less than 1 percent.
(5) This figure includes respective shares which may be acquired within 60
days under a stock option plan for nonemployee directors as follows: Mr.
Masuda -- 8,500; Mr. Gross -- 5,500; Mr. Siegel -- 8,500; Dr. Pramer --
1,750; Dr. Weinstein -- 7,750 and Mr. Yakatan -- 1,750.
(6) Owned by Mr. Gross' wife.
(7) This figure includes 1,000 shares owned by Dr. Pramer's wife.
(8) This figure includes 68,950 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.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of April 10, 1996,
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.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
---------------------------------------- -------------------- ------------
David Freedman (1) ...................... 538,507(2) 15.0%
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. ..................... 332,500 9.2%
865 South Figueroa Street
Los Angeles, California 90017
Fundamental Management Corporation ...... 236,000(3) 6.6%
201 S. Biscayne Blvd.
Miami, Florida 33131
- ------
(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 29.5% of the Common stock of the
Corporation.
(2) This figure includes 5,000 shares owned by Mr. Freedman's wife directly
but 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:
Name Age Present Office or Position (1)
--------------------------- ----- ---------------------------------
David Freedman ............ 75 Chairman of the Board
Ezra Weisman .............. 55 President
Sigmund Freedman .......... 79 Treasurer
Adele Lavender (2) ........ 71 Secretary
Samuel Eichenbaum ......... 56 Vice President, Finance and Chief
Financial Officer
- ------
(1) Mr. Ezra Weisman became President and Chief Executive Officer of the
Corporation in May, 1989. Messrs. David and Sigmund Freedman and Mr.
Weisman are also directors of the Corporation (see "Election of
Directors" above). Adele Lavender, who had served as Administrative
Assistant to Mr. David Freedman from 1970 until June 30, 1990, was
5
<PAGE>
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, 1995, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with
on a timely basis.
6
<PAGE>
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 ................. 1995 $212,151 -- --
Chairman of the Board 1994 206,700 -- --
1993 195,654 -- --
Ezra Weisman ................... 1995 164,800 -- --
President and Chief 1994 160,000 $14,190 5,000
Executive Officer 1993 174,079(2) 10,000 20,000
Samuel Eichenbaum .............. 1995 92,359 21,000 10,000
Vice President, Finance 1994 89,420 27,720 --
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.
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. In addition, outside Directors of the Corporation (i.e.,
those who are not also officers of the Corporation) are eligible to be
granted options to purchase stock in the Corporation pursuant to the
Corporation's 1989 Stock Option Plan for Nonemployee Directors. Option prices
are set at not less than 85% of the fair market value of the stock on the
date of grant. These options are excercisable over a five year period in 20%
annual installments beginning one year after date of grant. David Freedman
and Sigmund Freedman, who are not eligible for grants of options under this
plan, are the plan committee which determines option grants and exercise
prices. The following table indicates the number of options granted to
eligible Directors in 1995 at $6.31 per share, the fair market value of the
Corporation's stock on the date of grant.
Number
of
Name Shares
------------------------------------- --------
Martin Siegel ....................... 10,000
Marvin Weinstein .................... 4,000
David Pramer ........................ 8,000
Ernest Gross ........................ 12,000
Kiyoshi Masuda ...................... 4,000
Stanley Yakatan ..................... 2,000
Sigmund Freedman, who is employed by the Corporation as Treasurer and is
also a Director of the Corporation was paid $85,000 during 1995 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.
7
<PAGE>
The Corporation entered into an Employment and Consulting Agreement (the
"Agreement") with Mr. David Freedman on January 1, 1996. The employment
portion of the Agreement (the "Employment Term") runs for a term of three
years, provides for payment of an annual salary of $212,901, with increases
and bonuses at the Board's discretion, business expenses and use of a company
car. Under the terms of his previous Employment Agreement, Mr. Freedman
deferred $18,750 of his 1992 and $25,000 of his 1993, 1994 and 1995
compensation, which deferred amount will be paid with interest at the prime
rate on December 31, 1998, unless the Company elects to pay it sooner. 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.
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, not approved by the
Corporation 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, 1996 are as follows: David Freedman -- $497,674; Ezra Weisman --
$443,680; and Samuel Eichenbaum -- $279,706.
In addition, the Corporation has entered into a termination agreement with
Samuel Eichenbaum which provides for a payment equal to 100% of his current
annual base salary at the time of such termination if he is involuntarily
terminated for any reason after the occurrence of a change in control of the
Corporation.
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
Annual Salary 10 20 30 40 45
--------------- --------- --------- --------- --------- ---------
$ 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
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).
8
<PAGE>
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, 1995, the
years of credited service under the Pension Plan for Messrs. David Freedman;
Ezra Weisman and Samuel Eichenbaum are 49 and 33 and 10, respectively. During
the fiscal year ended December 31, 1995, benefits under the Pension Plan were
paid to David Freedman in the amount of $62,564.
OPTIONS GRANTED DURING 1995
The following table sets forth information for the Named Executive
Officers with respect to grants of options to purchase Common stock of the
Company made during the fiscal year ended December 31, 1995.
STOCK OPTION GRANTS IN FISCAL 1995
<TABLE>
<CAPTION>
Individual Grants (1)
--------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rates
% of of Stock Price
Total Options Exercise Appreciation for 5-Year
Granted Price Per Expira- Option Term ($)(2)
Options in Fiscal Share tion ------------------------------
Grantee Name Granted (#) Year ($/Sh.) Date 5% 10%
---------------------------- ----------- --------------- ---------------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Samuel Eichenbaum .......... 10,000 100% $5.375 12/17/00 $ 14,850 $ 31,815
All Shareholders(3) ........ -- -- -- -- $6,457,179 $14,268,676
All Optionees(4) ........... 77,000 100% $5.375 -- $7.00 (5) $ 119,734 $ 264,580
% of Total Shareholder Value -- -- -- -- 1.9% 1.9%
</TABLE>
- ------
(1) Consist of stock options granted pursuant to a non-qualified stock option
plan at fair market value on the date of grant, exercisable in five equal
installments commencing one year after date of grant, and expire five
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 3,595,651 shares of Common stock outstanding as
of December 31, 1995, and a price per share of $6.50, the fair market
value of the Company's Common stock at the close of business on such
date.
(4) Exclusive of stock options granted to nonemployee directors, see page 7.
(5) Represents the actual exercise price of options granted during 1995;
Options granted during 1995 will expire on the date in 2000 equal to 5
years from the date of grant.
OPTIONS EXERCISED DURING 1995 AND FISCAL YEAR END OPTION VALUES
The following table sets forth information concerning the 1995 fiscal
year-end value of unexercised options for each of the Named Executive
Officers based upon the closing price of $6.50 per share on December 31,
1995. No options were exercised during the fiscal year ended December 31,
1995.
<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 ....... -- -- 28,000 17,000 $15,800 $21,200
Samuel Eichenbaum .. -- -- 7,200 16,800 $ 6,300 $19,700
</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.
9
<PAGE>
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 compensates 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.
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
published survey information. 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, 1995, the Compensation of Ezra Weisman,
the President and Chief Executive Officer of the Company, consisted of a
salary of $164,800. Under the terms of his Employment Agreement, Mr. Weisman
is entitled to receive a bonus if certain operating goals are exceeded.
However, no bonus was earned for 1995. Mr. Weisman did not participate in any
decisions related to his compensation.
Submitted by the
Compensation Committee of the Board of Directors
Ernest Gross
Kiyoshi Masuda
Dr. David Pramer
10
<PAGE>
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, 1995, 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, 1990 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
250 |------------------------------------------------------------------|
| |
| |
225 |------------------------------------------------------------------|
| |
| & |
200 |------------------------------------------------------------------|
| # |
| |
175 |------------------------------------------------------------------|
| |
D | # # |
O 150 |------------------------------------------------------------------|
L | * |
L | *&# # *& & |
A 125 |-----------------------------------------------------------*------|
R | *& |
S | |
100 |---*&#------------------------------------------------------------|
| |
| |
75 |------------------------------------------------------------------|
| |
| |
50 |------------------------------------------------------------------|
| |
| |
0 |----|----------|----------|----------|----------|----------|------|
1990 1991 1992 1993 1994 1995
|---------------------------------------------------------------------|
| * = The Corportation & = MG Scientific Instruments Group Index |
| |
| # = Media General Index |
|---------------------------------------------------------------------|
<TABLE>
<CAPTION>
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
- -----------------------------------------------------------------------------------------------------
The Corportation * 100 135.14 124.32 132.43 145.95 125.34
- -----------------------------------------------------------------------------------------------------
MG Industry Group 401 -
Scientific Instruments Index & 100 132.66 124.87 138.03 133.95 208.30
- -----------------------------------------------------------------------------------------------------
Media General Index # 100 129.09 134.25 154.11 152.83 198.15
=====================================================================================================
</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, 1995 this firm earned commissions in the amount of $185,563 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.
Bernard Leon holds a less than 1% interest in DGI BioTechnologies LLC
(DGI), the Company's majority owned and fully funded entity seeking to
develop a novel, small molecule drug discovery platform. Mr. Leon had been a
minority shareholder in the corporation which sold the DGI technology to the
Company.
11
<PAGE>
AUDITORS
The Corporation has selected KPMG Peat Marwick LLP to be the independent
auditors for the Corporation for the fiscal year ending December 31, 1996.
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.
1997 SHAREHOLDER PROPOSALS
Shareholder proposals submitted for inclusion in the Proxy Statement of
the Board of Directors for the 1997 Annual Meeting of Shareholders, must be
received by the Corporation at 44 Talmadge Road, Edison, New Jersey 08818 on
or before December 23, 1996.
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
12
<PAGE>
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 405 for the
year ended December 31, 1995, 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 405 or exhibits
thereto should be addressed to Adele Lavender, Secretary, New Brunswick
Scientific Co., Inc., 44 Talmadge Road, Edison, New Jersey 08818-4005.
13
<PAGE>
This Proxy is Solicited on behalf of the Board of Directors
NEW BRUNSWICK SCIENTIFIC CO., INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1996
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 29, 1996, and at any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
[X] Please mark your
votes as in this
example.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW
FOR WITHHELD CLASS NOMINEES TERM EXPIRES
----- -------- -------------
1 Election of [ ] [ ] Class I Bernard Leon 1997 Annual Meeting
Directors Class III David Freedman 1999 Annual Meeting
Class III Ezra Weisman 1999 Annual Meeting
For, except vote withheld Class III Dr. Marvin Weinstein 1999 Annual Meeting
from the following nominee(s)
- -----------------------------
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.
