<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for use of the
/X/ Definitive proxy statement Commission Only (as permitted
/ / Definitive additional materials by Rule 14a-6(e)(2)).
/ / Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
BIOMERICA, 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2) or Item 22(a)(2) of Schedule 14A..
/ / $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 transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
BIOMERICA, INC.
NOTICE OF ANNUAL MEETING
TO BE HELD ON
November 12, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
BIOMERICA, INC., a Delaware corporation (herein called the "Company"), will be
held at the offices of the Company, 1533 Monrovia Avenue, Newport Beach,
California 92663 on November 12, 1996, at 11:00 A.M. for the following purposes:
1. To elect a Board of three Directors;
2. To consider and act upon any other matters which may properly come
before the Meeting and any adjournment thereof.
In accordance with the provisions of the By-Laws, the Board of Directors has
fixed the close of business on September 30, 1996, as the record date for the
determination of the holders of Common Stock entitled to notice of and to vote
at said Annual Meeting.
A list of the stockholders entitled to vote at the Annual Meeting will be
open for examination by any stockholder for any purpose germane to the meeting
during ordinary business hours for a period of ten days prior to the meeting at
the offices of the Company, which address is set forth above, and will also be
available for examination at the Annual meeting until its adjournment.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT. STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO DATE, SIGN
AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
JOSEPH H. IRANI,
President
Newport Beach, California
September 4, 1996
<PAGE>
PROXY STATEMENT
BIOMERICA, INC.
1533 MONROVIA AVENUE
NEWPORT BEACH, CALIFORNIA 92663
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOVEMBER 12, 1996
I. PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors of
BIOMERICA, INC., a Delaware corporation (the "Company"), for use at the
Company's 1996 Annual Meeting of Stockholders to be held on November 12, 1996,
at the offices of the Company, 1533 Monrovia Avenue, Newport Beach, California
92663 at 11:00 a.m., and at any and all adjournments thereof (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Any Stockholder has the power to revoke his or her
proxy at any time before it is voted. A proxy may be revoked by delivering
written notice of revocation to the Company at its principal office, 1533
Monrovia Avenue, Newport Beach, California 92663, by a subsequent proxy executed
by the person executing the prior proxy and presented to the meeting, or by
attendance of the meeting and voting in person by the person executing the
proxy. The solicitation of proxies is being made only by use of the mails and
the cost thereof will be borne by the Company. This Proxy Statement and the
Annual Report of the Company for the year ended May 31, 1996, will be mailed on
or about October 2, 1996 to each stockholder of record as of the close of
business on September 30, 1996.
The cost of preparing, assembling and mailing these proxy materials will be
paid by the Company. Following the mailing of this Proxy Statement, directors,
officers and regular employees of the Company may solicit proxies by mail,
telephone, telegraph or personal interview. Such persons will receive no
additional compensation for such services. Brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of the Company's common
stock of record will be requested to forward proxy soliciting material to the
beneficial owners of such shares, and will be reimbursed by the Company for
their reasonable charges and expenses in connection therewith.
When your proxy is returned properly signed, the shares represented will be
voted in accordance with your directions. Where specific choices are not
indicated, proxies will be voted in favor of the three persons nominated to be
directors in proposal 1. If a proxy or ballot indicates that a stockholder or
nominee abstains from voting or that shares are not be voted on a particular
proposal, the shares will not be counted as having been voted on that proposal,
and those shares will not be reflected in the final tally of the votes cast with
regard to that proposal, although such shares will be counted as in attendance
at the meeting for purposes of determining a quorum.
The required quorum for the meeting is greater than 50% in interest of the
shares outstanding and entitled to vote at the meeting. A plurality of the
votes properly cast for the election of directors by the stockholders attending
the meeting in person or by proxy will elect directors to office.
Shareholders may have cumulative voting rights with respect to the election
of the three directors. No shareholder may cumulate votes unless a shareholder
has announced at the Annual Meeting his intention to do so. If any shareholder
makes such an announcement, all shareholders may cumulate votes. Cumulative
voting rights entitle a shareholder to give one nominee as many votes as are
equal to the number (three) of Directors to be elected, multiplied by the number
of shares owned by the shareholder, or to distribute such votes among two or
more nominees on the same principle, up to the total number of nominees to be
elected.
<PAGE>
II. VOTING SECURITIES
The Company had 3,519,469 shares of Common Stock, par value $.08 per share
(the "Common Stock"), outstanding as of September 4, 1996. Holders of record of
shares of the Common Stock at the close of business on September 30, 1996 will
be entitled to notice of and to vote at the Annual Meeting and will be entitled
to one vote for each such share so held of record.
The following table sets forth, as of September 4, 1996, certain information
as to shares of the Common Stock owned by (i) each person known by management to
beneficially own more than 5% of the outstanding Common Stock, (ii) each of the
Company's directors, and (iii) all executive officers and directors of the
Company as a group:
NUMBER OF
SHARES
NAME (AND ADDRESS) OF BENEFICIALLY
BENEFICIAL OWNER (1) OWNED (2) PERCENT
-------------------- --------- -------
Joseph H. Irani 667,695(3) 19.0
Dr. Philip B. Kaplan 6,250 0.2
Dr. Robert A. Orlando 19,000(4) 0.5
All executive officers and directors
as a group (three persons) 692,945(5) 19.7
- ------------
(1) Mr. Irani's address is 1533 Monrovia Ave., Newport Beach, CA 92663; Dr.
Kaplan's address 17822 Beach Blvd., Huntington Beach, CA 92647; and Dr.
Orlando's address is 947 West 30th St., Los Angeles, CA 92034.
(2) Unless otherwise noted, all shares listed are owned of record and the
record owner has sole voting and investment power, subject to community property
laws where applicable and the information contained in the footnotes to this
table.
(3) Includes 15,035 shares owned by Mr. Irani's spouse and 8,250 shares owned
by Mr. Irani's sons, as to all of which shares Mr. Irani disclaims beneficial
ownership. Includes 85,000 shares of common stock which may be purchased or
acquired by Mr. Irani pursuant to a currently exercisable stock option. It also
includes 10,000 shares of common stock that may be purchased by Mr. Irani's
spouse pursuant to a currently exercisable stock option.
(4) Includes 5,000 shares of common stock which may be purchased by Dr.
Orlando pursuant to a currently exercisable stock option.
(5) Includes 100,000 shares of common stock which may be purchased by the
named individuals pursuant to currently exercisable stock options.
Mr. Joseph H. Irani may be deemed a control person of the Company by virtue of
his Common Stock ownership.
III. ELECTION OF DIRECTORS
The persons named below have been nominated by management for election as
directors of the Company to serve until the 1997 Annual Meeting of Stockholders
or until their respective successors are duly elected and qualify. All of the
nominees were elected directors at the 1995 Annual Meeting of Stockholders.
<PAGE>
Unless otherwise instructed, the enclosed proxy will be voted for election of
the nominees listed below, except that the persons designated as proxies reserve
full discretion to cast their votes for another person recommended by management
in the unanticipated event that any nominee is unable to or declines to serve.
Director
Name of Nominee Age Since Position with the Company
--------------- --- ----- -------------------------
Joseph H. Irani 69 1971 President, Chief Executive
Officer, Treasurer & Director
Dr. Philip B. Kaplan 65 1971 Director
Dr. Robert A. Orlando 58 1986 Director
Joseph H. Irani has served as the Company's Chief Executive Officer and
Treasurer and as a director since its inception in 1971. Mr. Irani also serves
as a director of Allergy Immuno Technologies, Inc., a 73.5% owned subsidiary of
the Company, and of Lancer Orthodontics, Inc., a publicly held corporation, of
which approximately 29.9% of the issued and outstanding common stock is owned by
the Company.
Dr. Philip B. Kaplan has been engaged in a private medical practice in
Huntington Beach, California, for more than five years.
Robert A. Orlando, M.D., Ph.D., is a professor of pathology and has served as
a Chief Pathologist of various hospitals since 1981. Dr. Orlando also serves as
a director of Lancer Orthodontics, Inc.
There is no family relationship between any of the Company's directors and
officers, other than between Joseph H. Irani and Janet C. Moore, an officer, who
are husband and wife. There are no arrangements or understandings between any
director or executive officer and any other person pursuant to which any person
has been elected or nominated as a director or executive officer. All directors
and executive officers serve for a term of one year until the next annual
meeting of stockholders.
During the year ended May 31, 1996, the Board of Directors held 4 meetings.
Dr. Philip B. Kaplan, who attended two of such meetings, is the only director
who attended less than 75% of those meetings. The Company presently has a
compensation committee of the Board of Directors consisting of Drs. Philip B.
Kaplan and Robert A. Orlando. The Compensation Committee's basic function is to
set the salary for employees and promotions. The Company does not have an audit
or nominating committee.
IV. EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table presents, for each of the last three fiscal years, the
annual compensation earned by the chief executive officer.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- -------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
PRINCIPAL COMPEN- STOCK OPTIONS/ PAYOUTS COMPEN-
POSITION YEAR SALARY ($) BONUS($) SATION(1) AWARDS ($) SARS ($) ($) SATION
- ------------------ ------- ------------ --------- ------------ ----------- ----------- ------------------
Joseph Irani, 1996 $60,925 0 $65,080 0 0 0 0
Chairman of
Board, Chief 1995 60,925 0 $54,540 (2) 0 85,000 (2) 0 0
Executive Officer
and Treasurer 1994 60,925 0 $107,652 0 0 0 0
<FN>
(1) Represents accrued wages payable pursuant to Mr. Irani's employment agreement but not paid in order to conserve capital. Mr.
Irani, at his discretion, may accept shares of common stock as payment in lieu of this accrual.
(2) Mr. Irani accepted a stock option for 60,000 shares exercisable at $.85 per share in lieu of another $54,540 that would have
accrued in fiscal 1995. He received an additional option for 25,000 shares at $.80 per share in fiscal 1995.
</TABLE>
The amounts described above do not include other compensation and benefits
provided to Mr. Irani during the year ended May 31, 1996 that in the aggregate
did not exceed the lesser of $50,000 or 10% of the executive's annual salary and
bonus.
COMPENSATION OF DIRECTORS
Directors receive no payment for their services as directors, although the
Company's By-Laws permit such payment. Each director received during fiscal
1995 6,000 shares of common stock for his services. During fiscal 1996 they did
not receive any shares. The compensation of officers and directors is subject
to review and adjustment from time to time by the Board of Directors.
EMPLOYMENT AGREEMENT
Joseph H. Irani serves as the President, Chief Executive Officer and
Treasurer of the Company pursuant to a written employment agreement which
expired on May 31, 1993, and was renewed for an additional three years and then
further extended to May 1998. The employment agreement provides for a base
annual salary, set initially at $125,000 and adjusted annually to reflect cost
of living increases, plus an annual bonus equal to 20% of the annual base salary
for each fiscal year during the term of the agreement in which the Company's
income before taxes exceeds $500,000. The agreement also provides that the
Company is obligated to (i) provide Mr. Irani with the use of an automobile and
certain automobile insurance coverages (currently Mr. Irani is utilizing his own
car and insurance), (ii) pay Mr. Irani's medical and dental bills during his
tenure to the extent such expenses are not covered by its group health insurance
plan and (iii) maintain a term life insurance policy in Mr. Irani's name in the
face amount of $1,500,000 for the benefit of his designated beneficiaries which
term life insurance has not yet been obtained at the request of Mr. Irani in
order not to incur the expense of such a policy at this time. If Mr. Irani
becomes disabled during the term of the agreement, the Company is obligated to
pay him 75% of his base salary for the balance of the term in semi-monthly
installments. In addition, the employment agreement requires that certain
severance benefits be provided in the event his employment terminates other than
for cause. Such severance benefits will include, depending on the reason for
Mr. Irani's termination, either payment of all compensation and fringe benefits
payable to him through the term of the employment agreement or a lump sum equal
to three times the amount of the average of annualized compensation from the
Company during the five preceding calendar years.
<PAGE>
Had Mr. Irani's employment been terminated (i) other than for cause or by
reason of death or disability or (ii) for Good Reason (as defined in Mr. Irani's
employment agreement) as of June 1, 1996, his lump-sum severance payment would
have been $492,454 (assuming he elected that alternative where an election is
afforded).
STOCK OPTIONS
Under the 1991 Stock Option and Restricted Stock Plan (the "1991 Plan"), the
Company is authorized to grant stock options and issue restricted stock to
employees, consultants, advisers, independent contractors and agents of the
Company or any of its subsidiaries, through December 3, 2001. Under the plan
350,000 shares have been authorized for grant or issuance. Stock Options
granted under the 1991 Plan shall be granted at an option price not less than
100%, in the case of Incentive Stock Options, and not less than 85%, in the case
of Non-qualified Stock Options, of the fair market value of the stock on the
date of the award of the stock option. Most options granted under the 1991 plan
to date expire five years from the date of their respective grant and all were
granted at 85% of fair market value on the date of grant. As of September 4,
1996, options to purchase 171,350 shares of Common Stock were outstanding, at
exercise prices ranging from $.80 to $2.00 per share with an average exercise
price of $.84 per share. Under the 1995 Stock Option and Restricted Stock Plan
(the `1995 Plan''), which expires November 9, 2005, and is a plan similar in
format to the 1991 Plan, 500,000 shares may be authorized for grant or issuance.
As of September 4, 1996, options to purchase 125,750 shares of Common Stock were
outstanding under the 1995 Plan at exercise prices ranging from $1.90 to $3.00
per share with an average exercise price of $2.12 per share. During the year
ended May 31, 1996, no board member or executive officer exercised any options
to purchase Common Stock.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table presents information for the named officer in the Summary
Compensation Table with respect to options exercised during fiscal 1996 and
unexercised options held as of the end of the fiscal year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<CAPTION>
VALUE OF
SHARES NUMBER OF UNEXERCISED IN-THE MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(1)
NAME EXERCISES REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- ----------- ---------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <S>
Joseph H. Irani none none 85,000 none $114,938 none
<FN>
(1) Based on closing price for the last business day of the fiscal year.
</TABLE>
SECTION 16(A) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% beneficial owners are required by
applicable regulations to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company and information involving securities transactions of which the Company
is aware, the Company believes that during the fiscal year ending May 31, 1996,
all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% beneficial stockholders were complied with.
<PAGE>
V. CERTAIN TRANSACTIONS
OFFICE LEASE
The Company leases 13,500 square feet of office and laboratory space located
at 1531-1533 Monrovia Avenue, Newport Beach, California, pursuant to a written
lease agreement with Joseph H. Irani and another individual, as lessors. The
lease was scheduled to expire on May 31, 1993, but was extended for an
additional five years. Pursuant to the lease, the Company pays an annual base
rent, set initially at $143,880 and adjusted annually to reflect cost of living
increases, plus all real estate taxes and insurance costs. During the year
ended May 31, 1996, the Company paid $128,640 in rent under the terms of the
lease. This amount constitutes all that is due per agreement with the landlord.
In the opinion of the unaffiliated members of the Board of Directors of the
Company, the above transactions were fair to the Company and were made upon
terms which were no less favorable to the Company than would have been obtained
if negotiated with unaffiliated third parties.
VI. INDEPENDENT PUBLIC ACCOUNTANTS
Corbin and Wertz has acted as the Company's independent public accountants
since the fiscal year ending May 31, 1993. The Company intends to engage their
services again to perform the 1997 audit. Corbin and Wertz has advised the
Company that they had no direct or indirect financial interest in the Company
and its subsidiaries. Corbin and Wertz has not indicated to the Company that it
is unwilling to serve again as the Company's independent public accountants.
In connection with its audits for the two most recent years ended May 31,
1996 and 1995 and the subsequent interim period through July 19, 1996, there
have been no disagreements with Corbin and Wertz on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement.
The Company expects that a representative of Corbin and Wertz will be present
at the Annual Meeting and that their representative will have the opportunity to
make a statement if he so desires and will also be available to answer
questions.
VII. DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR 1996 ANNUAL MEETING
Any proposal relating to a proper subject which a stockholder may intend to
present for action at the 1997 Annual Meeting of Stockholders and which such
stockholder may wish to have included in the Company's proxy materials for such
meeting must, in accordance with the provisions of Rule 14a-8 promulgated under
the Securities Exchange Act of 1934, be received in proper form by the Company
at its principal executive office not later than June 3, 1997. It is suggested
that any such proposal be submitted by certified mail, return receipt requested.
<PAGE>
VIII. OTHER BUSINESS
Management is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. However, inasmuch as matters
of which management is not now aware may come before the meeting or any
adjournment thereof, the proxies confer discretionary authority with respect to
acting thereon, and the persons named in such proxies intend to vote, act, and
consent in accordance with their best judgment with respect thereto. Upon
receipt of such proxies (in the form enclosed and properly signed) in time for
voting, the shares represented thereby will be voted as indicated thereon and in
this Proxy Statement.
By Order of the Board of Directors,
JOSEPH H. IRANI,
President
Newport Beach, California
September 4, 1996
<PAGE>
APPENDIX 1
----------
REVOCABLE PROXY BIOMERICA, INC. ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 12, 1996
The undersigned stockholder(s) of Biomerica, Inc. (the "Company") hereby
nominates, constitutes and appoints Joseph H. Irani and James Cohen, and each of
them, the attorney, agent and proxy of the undersigned, with full power of
substitution, to vote all stock of Biomerica, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
at the Company's offices at 1533 Monrovia Avenue, Newport Beach, California
92663 on November 12, 1996, at 11:00 a.m.., and any and all adjournments
thereof, with respect to the matter described in the accompanying Proxy
Statement, and, in their discretion, on such other matters which properly come
before the Meeting, as fully and with the same force and effect as the
undersigned might or could do if personally present thereat, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1.Election of Directors
VOTE FOR all nominees listed below (except as indicated to the contrary
---
below)
VOTE WITHHELD from all nominees
---
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
Joseph H. Irani Dr. Philip B. Kaplan Dr. Robert A. Orlando
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE ON REVERSE SIDE.
<PAGE>
THE PROXY CONFERS AUTHORITY TO VOTE AND UNLESS SPECIFIED OTHERWISE SHALL
BE VOTED FOR PROPOSAL 1 AND WILL BE VOTED BY THE PROXYHOLDERS AT THEIR
DISCRETION AS TO ANY OTHER MATTERS PROPERLY TRANSACTED AT THE MEETING.
Dated:
---------------------------
(Please Print Name)
(Signature of Stockholder)
(Please Print Name)
(Signature of Stockholder)
(Please date this Proxy and sign your name as it appears on your stock
certificates. Executors, administrators, trustees, etc., should give their full
titles. All joint owners should sign.)
I (We) do do not expect to attend the meeting.
------ -------
Number of persons
-----------------
