Novitron International, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 15, l998, 10:00 a.m.
You are hereby notified that the Annual Meeting of stockholders of
Novitron International, Inc. (the "Company") will be held on September
15, l998 at 10:00 a.m. at the offices of Peabody & Arnold, 50 Rowes
Wharf, Seventh Floor, Boston, Massachusetts, to consider and act upon the
following matters:
l. To elect three (3) directors for the ensuing year.
2. To ratify the action of the Directors in appointing
Arthur Andersen LLP as the Company's auditors for the
1999 fiscal year.
3. To act upon such other business as may properly come
before the meeting or any adjournment thereof.
Even if you plan to attend the meeting personally, please be sure to sign
and return the enclosed proxy in the envelope provided to:
American Stock Transfer & Trust Company
40 Wall Street
New York, N.Y. 10005
Only stockholders of record on the books of the Company at the close of
business on July 17, 1998 will be entitled to receive notice of, and vote
at, the Annual Meeting or any adjournment thereof.
By order of the Board
of Directors,
Anil Khosla, Secretary
August 11, 1998
IMPORTANT: In order to secure a quorum and to avoid the expense of
additional proxy solicitation, please vote, date and sign your proxy and
return it promptly in the envelope provided even if you plan to attend
the meeting personally. If you do attend the annual meeting and desire to
withdraw your proxy and vote in person, you may do so. Your cooperation
is greatly appreciated.
<PAGE>
Novitron International, Inc.
One Gateway Center, Suite 411
Newton, MA 02158
PROXY STATEMENT
SOLICITATION AND VOTING OF PROXIES
This proxy statement and the accompanying proxy form are being mailed by
Novitron International, Inc. (the "Company") to the holders of record of
the Company's outstanding shares of Common Stock, $.01 par value ("Common
Stock"), on or about August 11, 1998. The accompanying proxy is solicited
by the Board of Directors of the Company for use at the Annual Meeting of
Stockholders to be held on September 15, 1998 and any adjournment
thereof. The cost of solicitation of proxies will be borne by the
Company. Directors, officers and employees may assist in the solicitation
of proxies by mail, telephone, telegraph, and personal interview without
additional compensation.
When a proxy is returned, prior to or at the meeting, properly signed,
the shares represented thereby will be voted by the proxies named in
accordance with the stockholder's instructions indicated on the proxy
card. You are urged to specify your choices on the enclosed proxy card.
If the proxy is signed and returned without specifying choices, the
shares will be voted in favor of the matters set forth in the
accompanying Notice of Annual Meeting of Stockholders and in the
discretion of the proxies as to other matters that may properly come
before the meeting. Sending in a proxy will not affect a stockholder's
right to attend the meeting and vote in person. A proxy may be revoked by
notice in writing delivered to the Secretary of the Company at any time
prior to its use, by a duly-executed proxy bearing a later date, or by
voting in person by ballot at the Annual Meeting. A stockholder's
attendance at the meeting will not by itself revoke a proxy.
VOTING SECURITIES AND RECORD DATE
The Company has one class of Common Stock, $.01 par value, outstanding.
Each share of Common Stock is entitled to one vote per share. The Board
of Directors has fixed July 17, 1998 as the record date for the meeting.
Only holders of record of the Company's Common Stock on the record date
are entitled to notice of and to vote at the meeting. On the record date,
there were 1,454,420 shares of Common Stock issued and outstanding.
The Company's By-laws provide that a quorum shall consist of the
representation in person or by proxy at the Annual Meeting of
stockholders entitled to vote a majority in interest of the votes that
are entitled to be cast at the meeting. Abstentions and broker non-votes
will be counted for purpose of determining the presence or absence of a
quorum. "Broker non-votes" are shares held by brokers or nominees which
are present in person or represented by proxy, but which are not voted on
a particular matter because instructions have not been received from the
beneficial owner. Under applicable Delaware law, the effect of broker
non-votes on a particular matter depends on whether the matter is one as
to which the broker or nominee has discretionary voting authority under
applicable rules. The effect of broker non-votes to be brought before the
Annual Meeting of Stockholders is discussed below.
With respect to the two matters to come before the stockholders at the
Annual Meeting (i) directors shall be elected by a plurality of the
voting power present in person or represented by proxy at the meeting and
entitled to vote, and (ii) the appointment of the auditors shall be
determined by a majority of the voting power present in person or
represented by proxy at the meeting and entitled to vote. With respect
to the election of directors, only shares that are voted in favor of a
particular nominee will be counted towards such nominee's achievement of
a plurality. Shares present at the meeting that are not voted for a
particular nominee, shares present by proxy where the stockholder
properly withholds authority to vote for such nominee and broker
non-votes will not be counted towards achievement by such nominee of a
plurality. With respect to ratification of the appointment of the
auditors, if the stockholder abstains from voting, the shares are
considered present at the meeting for such matter but, since they are not
affirmative votes for the matter, they will have the same effect as votes
against the matter. Broker non-votes will not be considered present at
the meeting for such matter and they are therefore not counted in respect
of such matter. Such broker non-votes do have the practical effect of
<PAGE>
reducing the number of affirmative votes required to achieve a majority
for such matter by reducing the total number of shares from which the
majority is calculated.
The Company's Annual Report to Stockholders, including financial
statements for the fiscal year ended March 31, 1998, is being mailed to
stockholders of record of the Company concurrently with this proxy
statement. The Annual Report is not, however, a part of the proxy
soliciting materials.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
One of the purposes of the meeting is to elect three (3) directors to
serve until the next Annual Meeting of Stockholders or until their
successors shall have been duly elected and qualified. It is intended
that the proxies solicited by the Board of Directors will be voted in
favor of the three (3) nominees named below, unless otherwise specified
on the proxy card. All of the nominees are currently members of the Board
and have consented to be named and to serve if elected. There are no
family relationships between any nominees, directors or executive
officers of the Company.
The Board knows of no reason why any of the nominees will be unavailable
or unable to serve as a Director, but in such event, proxies solicited
hereby will be voted for the election of another person or persons to
be designated by the Board of Directors.
The Board recommends a vote FOR the election of each of the nominees
listed below.
The following are summaries of the background and business experience and
descriptions of the principal occupations of the nominees.
Israel M. Stein, M.D. (age 55) has been a Director of the Company since
1972. Dr. Stein also has served as Chairman of the Board and President
of the Company since 1972.
Gordon B. Baty, Ph.D. (age 59) has been a Director of the Company since
1972. Dr. Baty has been a General Partner of Zero Stage Capital
Corporation since 1985.
Arthur B. Malman (age 56) has been a Director of the Company since 1975.
Mr. Malman has been a Partner of the law firm of Feltman, Karesh, Major,
& Farbman since 1996.
BOARD OF DIRECTORS
Meetings of the Board of Directors and Committees
The Board of Directors met four (4) times during the fiscal year ended
March 31, l998. The Board of Directors has standing Audit and
Compensation Committees. The Board has no nominating committee. All of
the directors attended all of the meetings of the Board and Board
committees on which they served during the fiscal year ended March 31,
1998.
The Compensation Committee consists of Dr. Baty and Mr. Malman and has
responsibility to evaluate compensation plans for employees, management
and directors, and to make recommendations on compensation to the Board.
The Compensation Committee met once during the fiscal year ended March
31, 1998. The Audit Committee, also consists of Dr. Baty and Mr. Malman,
oversees the accounting and tax functions of the Company, including
matters relating to the appointment and activities of the Company's
auditors. The Audit Committee met once during the fiscal year ended March
31, l998.
<PAGE>
Compensation of Directors
Each Director is paid a fee of $1,250 per meeting of the Board of
Directors attended and each member of the Audit and Compensation
Committees is paid $750 per meeting attended. The Company reimburses
Directors for all out-of-pocket expenses incurred in attending each Board
and Committee meeting.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth the amount of Common Stock owned or deemed
beneficially owned as determined under the rules of the Securities and
Exchange Commission (the "SEC"), directly or indirectly, by (1) any
person (including any "group" as that term defined in Section 13(d)(3)
of the Securities Exchange Act of 1934) who is known to the Company to be
the beneficial owner of more than five percent of the outstanding shares
of Common Stock of the Company, (2) each Director or nominee, (3) the
"named executive officers" of the Company (as defined in Item 402 of SEC
Regulation S-K), and (4) by all Directors and executive officers of the
Company and its subsidiaries, as a group. In accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has or shares voting power or investment power
with respect to such security or has the right to acquire beneficial
ownership at any time within sixty days after July 17, 1998. As used
herein "voting power" is the power to vote or direct the voting of
shares, and "investment power" is the power to dispose of or direct the
disposition of shares. Except as indicated in the notes following the
table below, each individual named has sole voting and investment power
with respect to the shares listed as being beneficially owned by such
individual.
<TABLE>
<CAPTION>
Shares of
Common Percent of
Name of Beneficial Owner Stock and Nature Common Stock
of
Beneficial
Ownership
<S> <C> <C>
Israel M. Stein 452,722 (1) 31.1%
17 Edge Hill Road
Chestnut Hill, MA 02467
Ira Albert 247,327 (2) 16.6%
1304 SW 106th Avenue Suite 209
Ft. Lauderdale, FL 33326
Gordon B. Baty 13,751 (3) *
Emile Hugen 4,767 (4) *
Arthur B. Malman 5,793 (5) *
Adrian Tennyenhuis 4,584 (6) *
All Directors and Executive
Officers as a group (5 persons) 481,617 (7) 33.1%
<FN>
* Indicates less than 1% ownership.
(1) Includes 38,834 shares held in joint tenancy with Dr. Stein's wife
and 34,650 shares held as trustee of a private trust, as to which
Dr. Stein disclaims beneficial ownership. Also includes 11,000
shares issuable upon the exercise of stock options exercisable
within 60 days after July 17, 1998.
<PAGE>
(2) Includes 185,534 shares held by Albert Investment Associates, L.P.
and 48,693 held in discretionary accounts. This information is
derived from Form 13D filed with the SEC.
(3) Includes 4,033 shares issuable upon the exercise of stock options
exercisable within 60 days after July 17, 1998.
(4) Includes 4,767 shares issuable upon the exercise of stock options
exercisable within 60 days after July 17, 1998.
(5) Includes 110 shares owned by Mr. Malman's wife, as to which Mr.
Malman disclaims beneficial ownership, and 4,033 shares issuable
upon the exercise of stock options exercisable within 60 days after
July 17, 1998.
(6) Includes 4,584 shares issuable upon the exercise of stock options
exercisable within 60 days after July 17, 1998.
(7) See footnotes (1), (3), (4), (5) and (6).
</FN>
</TABLE>
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Directors,
executive officers and persons who own more than 10% of the outstanding
shares of Common Stock of the Company to file with the Securities and
Exchange Commission and NASDAQ reports of ownership and changes in
ownership of voting securities of the Company and to furnish copies of
such reports to the Company. Based solely on a review of copies of such
reports furnished to the Company or written representations from certain
persons that no reports were required for those persons, the Company
believes that all Section 16(a) filing requirements were complied with
during the fiscal year ended March 31, 1998.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following tables and notes present the compensation provided by the
Company during the last three (3) fiscal years to its top three executive
officers for the fiscal year ended March 31, 1998.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Other
Annual Securities All
Fiscal Compensa Underlying other
Name and Principal Year Salary Bonus tion Options Compensa
Position (1) ($)(2) ($) ($)(3) (#)(4)(5) tion ($)
<S> <C> <C> <C> <C> <C> <C>
Israel M. Stein, M.D. 1998 185,000 0 0 33,000 0
Chief Executive 1997 185,000 0 0 0 36,668 0
Officer, President and 1996 185,000 0 0 3,668 0
Treasurer
Adrian Tennyenhuis 1998 89,853 0 10,326 13,750 0
Senior Vice President 1997 99,033 0 0 17,050 0
of the Company 1996 98,568 0 0 3,300 0
and Managing Director
of Clinical Data
(Australia) Pty. Ltd.
Emile Hugen 1998 83,279 0 11,999 14,300 0
Managing Director 1997 88,222 0 26,476 17,600 0
Vital Scientific NV 1996 100,822 0 30,257 3,300 0
<FN>
(1) The Company's fiscal year ends on March 31 of each year.
<PAGE>
(2) Salaries paid in foreign currency are translated into U.S. dollars
at the spot rate on the last day of the fiscal year. At March 31,1998 the
spot rate was 2.0835 Dutch Guilders and 1.5108 Australian dollars to the
U.S. dollar, respectively.
(3) The executive officers named in the Summary Compensation Table did
not receive personal benefits or perquisites in excess of the lesser of
$50,000 or 10% of the combined salary and bonus reported with respect to
each of fiscal years 1998, 1997, and 1996 unless otherwise shown. The
amounts paid during fiscal year 1996, 1997 and 1998 to Mr. Hugen were
contributions to a deferred compensation plan.
(4) The number of securities underlying options have been retroactively
restated to reflect the 1 for 3 reverse stock split on December 4, 1996
and a 10% stock dividend on March 27, 1998.
(5) The aggregate number of options issued pursuant to the Company's
1991 Stock Option Plan and representing the right to purchase shares of
the Company's Common Stock at a fixed price per share (fair market value
on the date of the grant) in accordance with the vesting schedule
applicable to each option.
</FN>
</TABLE>
Option Grants in Fiscal Year 1998
No options were granted to executive officers of the company during
fiscal 1998.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth information with respect to the named
executive officers concerning the exercise of options during the last
fiscal year and unexercised options held as of the end of the fiscal
year.
<TABLE>
<CAPTION>
Number
of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money
Acquired Value Options at Options at Fiscal
on Realized Fiscal Year-End (#) Year-End ($) (2)
Exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Israel M. Stein M.D. -- -- 11,000 22,000 33,000 66,000
Adrian Tennyenhuis -- -- 4,584 9,166 10,000 20,000
Emile Hugen -- -- 4,767 9,533 10,000 20,000
_________________
<FN>
(1) Value realized equals fair market value on the date of exercise,
less the exercise price, times the number of shares acquired without
deducting taxes or commissions paid by employee.
(2) Value of unexercised options equals fair market value of the shares
underlying in-the-money options at March 31, 1998 ($3.19 per share),
less exercise price, times the number of options outstanding.
</FN>
</TABLE>
Long-term Incentive Plans - Awards in Last Fiscal Year
The Company maintains no long-term incentive plans for executive officers
other than the Company's 1991 Stock Option Plan.
Defined Benefit or Actuarial Plans
The Company maintains no defined benefit or actuarial plans for executive
officers.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors, consisting of Dr.
Baty and Mr. Malman, is responsible for executive compensation decisions
as described below. Mr. Malman is a partner of a law firm which provided
legal services to the Company during fiscal 1998 and which will provide
legal services to the Company in the future. See "REPORT OF THE
COMPENSATION COMMITTEE ON COMPENSATION."
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate
future filings, including this proxy statement, in whole or in part, the
following report and the Stock Performance Graph contained elsewhere
herein shall not be incorporated by reference into any such filings nor
shall they be deemed to be soliciting material or deemed filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended.
REPORT OF THE COMPENSATION COMMITTEE ON COMPENSATION
During the fiscal year ended March 31, 1998, the Compensation Committee
appointed by the Board of Directors of the Company was responsible for
establishing and administering the policies which govern annual salary,
bonuses, and long-term incentives. During the fiscal year ended March 31,
1998, the Compensation Committee consisted of two Board members, Messrs.
Baty and Malman.
Executive Officer Compensation
Approach and Objectives: The Company's Compensation Committee evaluates,
both subjectively and objectively, the Company's financial performance,
competitive position, future potential, the individual and group
performance of the members of senior management, and compensation levels
at comparable companies. In such evaluation, the Compensation Committee
reviews data prepared by the Company and employs the business experience
of the individual members of the Compensation Committee.
The Compensation Committee has historically established levels of
executive remuneration that provide for a base salary intended to allow
the Company to hire and retain qualified management. The Compensation
Committee has also approved annual incentive bonuses based on individual
and Company performance in order to reward achievement. From time to
time, the Company has also granted stock options to key employees to
bring the stockholders' interests more sharply into their focus and to
insure that key employees have an interest in the long-term prospects of
the Company.
Annual Salary and Bonus Compensation: Officers and other key employees
are compensated within salary ranges that are generally based on similar
positions in companies of comparable size and complexity to that of the
Company. The annual compensation for each officer is based on a
combination of experience, Company and individual performance, general
economic conditions, marketplace trends, and other factors deemed
important by the Compensation Committee, including the fact that the
Company does not offer a defined benefit retirement plan. In addition,
consideration is given to salary levels and traditional benefits accorded
employees in the part of the world where he or she is employed.
In fiscal 1998, after consideration of recommendations by the Company's
Chief Executive Officer, Dr. Stein, other than for himself, the
Compensation Committee reviewed and confirmed the compensation for senior
management. The salary of the Company's senior management is generally
reviewed annually by the Compensation Committee, with the amount of any
increases awarded based on aforementioned factors. The Compensation
Committee also takes into consideration certain adjustments in salary as
required by practice or regulation in the countries in which the Company
and its subsidiaries operate.
<PAGE>
The Compensation Committee historically has determined the level of
bonuses to be awarded to senior management based primarily upon the
financial performance of the Company. Under the Company's incentive bonus
plan for fiscal 1998 adopted by the Compensation Committee, certain key
employees were eligible to receive a bonus based upon base salary and the
performance of the Company in comparison to its operating budget. In
fiscal 1998, no bonuses were awarded. For fiscal 1999, the Compensation
Committee is considering a similar bonus program based upon Company
achievement of certain targeted goals.
Long Term Incentives: Currently, stock options are the Company's primary
long-term incentive instrument. The size of the awards has historically
been based on guidelines that take salary level, tenure, individual
performance rating and importance to the Company into account. All stock
options have been granted at exercise prices equal to the market price on
the date of grant, become exercisable in three annual installments
commencing on the first anniversary of the grant, and generally expire
between the fourth and seventh anniversary.
Chief Executive Officer Compensation: In determining the annual salary,
bonus, and long-term compensation of Dr. Stein, including stock options,
the Compensation Committee considered the performance of the Company and
the demonstrated leadership he brings to the Company. In addition to the
factors considered for other officers and key employees, the Compensation
Committee weighs the important role Dr. Stein plays within the Company as
its founder, spokesman and Chief Executive Officer. In view of his
substantial ownership of the Company's Common Stock, Dr. Stein has not,
in the past five fiscal years, been awarded or requested increases in his
base compensation. The annual base compensation of Dr. Stein has
increased only once since fiscal 1991 and no bonus was awarded Dr. Stein
for fiscal 1998.
The Compensation Committee believes that the Company's executive
compensation practices provide an overall level of compensation that is
competitive with companies of similar size, complexity and financial
performance and that its executive compensation practices have allowed it
to retain key personnel whose contribution is needed for the Company's
growth and profitability. The Compensation Committee further believes
that bonuses and long-term incentives are an important means to
incentivize the Company's overall performance and the individual
performances of its senior executives and that bonuses are necessary to
keep total compensation competitive with executive compensation at
similarly situated companies.
Compensation Committee: The Board of Directors:
Gordon B. Baty, Ph.D. Israel M. Stein, M.D.
Arthur B. Malman, Esq. Gordon B. Baty, Ph.D.
Arthur B. Malman, Esq.
______________________________
<PAGE>
Stock Performance Graph
Set forth below is a line graph comparing the cumulative total return of
the Company's Common Stock against the cumulative total return of the
NASDAQ Market Value - U.S. and Foreign Companies Index and a peer group
index that includes companies with SIC Code 3286, Analytical Instruments.
This SIC code includes: Beckman Instruments, Inc., Bio Rad Laboratories,
Inc., CEM Corp., Hach Co., Millipore Corp., Novitron International,
Inc., O.I. Corp., Perkin Elmer Corp., Sepracor Inc., Thermo Optek, and
twenty-one other instrument companies. The peer group index was formed on
a weighted average basis based on market capitalizations at the beginning
of each period for which a return is indicated. Cumulative total return
is measured assuming an initial investment of $100 at March 31, 1993 and
reinvestment of dividends fiscal year ending March 31, 1998. The
performance and trends depicted in the graph below are not necessarily
indicative of actual or likely performance or trends for subsequent or
future periods.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG NOVITRON INTERNATIONAL, INC., THE NASDAQ MARKET VALUE INDEX AND A
PEER GROUP
A graph appears here which shows at that 3/31/98, the Peer Group had a $244
return on $100 invested at 3/31/93, The NASDAQ Market Index had a $279 return,
and the Company had an $11 return.
*Assumes $100 invested on 3/31/93
including reinvestment of dividends.
Fiscal year ending March 31.
<PAGE>
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Arthur Andersen LLP
as auditors of the Company for the fiscal year ending March 31, 1999 and
further directed that management submit the selection of auditors for
ratification by the stockholders. Arthur Andersen LLP were the Company's
auditors for the fiscal year ended March 31, 1998.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting, with the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate
questions.
The Board of Directors recommends that you vote FOR the proposal to
ratify the choice of Arthur Andersen LLP as the Company's auditors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The law firm of Feltman, Karesh, Major & Farbman, of which Arthur B.
Malman, a director of the Company, was a partner, provided legal services
to the Company during fiscal 1998.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Any stockholder proposal intended to be presented for consideration at
the Company's 1999 annual meeting of stockholders and included in the
Company's proxy statement, must submit the proposal to the Company so
that it is received at the executive offices of the Company not later
than April 9, 1999. Any stockholder desiring to submit a proposal should
consult applicable regulations of the SEC.
OTHER MATTERS
As of the date of this proxy statement, management of the Company knows
of no matter not specifically referred to above as to which any action is
expected to be taken at the Annual Meeting. It is intended, however, that
the persons named as proxies will vote the proxies, insofar as the same
are not limited to the contrary, in regard to such other matters and the
transaction of such other business as may properly be brought before the
meeting, as seems to them to be in the best interests of the Company and
its stockholders.
August 11, 1998
