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
/X/ Definitive proxy statement the Commission Only (as
/ / Definitive additional materials permitted by
/ / Soliciting material pursuant to Rule 14a-6(e)(2)).
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/ No fee required.
/ / 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 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
December 7, 1998
------------------------------
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 December 7, 1998, at 10:00 A.M. for the following purposes:
1. To elect a Board of four Directors;
2. To consider and act upon any other matters which may properly come
before the Meeting and any adjournment thereof.
Only stockholders of record at the close of business on October 20,
1998, are entitled to notice of and to vote at the Annual Meeting of
Stockholders and any adjournment thereof.
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,
ZACKARY S. IRANI,
President
Newport Beach, California
September 25, 1998
<PAGE>
PROXY STATEMENT
BIOMERICA, INC.
1533 MONROVIA AVENUE
NEWPORT BEACH, CALIFORNIA 92663
-----------------------------------
1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
DECEMBER 7, 1998
-----------------------------------
PROXY STATEMENT
I. GENERAL INFORMATION
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 1998 Annual Meeting of Stockholders to be held on December 7, 1998, at
the offices of the Company, 1533 Monrovia Avenue, Newport Beach, California
92663 at 10:00 a.m., and at any and all adjournments thereof (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice of the 1998
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. This Proxy Statement and the Annual Report of the Company for the year
ended May 31, 1998, will be mailed on or about October 22, 1998 to each
stockholder of record as of the close of business on October 20, 1998.
The solicitation of proxies is being made only by use of the mails and 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 four persons nominated to be
directors as described in `III. Election of Directors''. If a proxy or ballot
indicates that a stockholder or nominee abstains from voting or that shares are
not to 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 four 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 (four) 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 3,968,852 shares of Common Stock, par value $.08 per share
(the "Common Stock"), outstanding as of September 25, 1998. Holders of record
of shares of the Common Stock at the close of business on October 20, 1998 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 25, 1998, certain
information as to shares of the Common Stock owned by (i) each person known to
beneficially own more than 5% of the outstanding Common Stock, (ii) each
director, including the nominees for director, and each executive officer of the
Company, and (iii) all executive officers and directors of the Company as a
group:
NUMBER OF PERCENTAGE
SHARES OF
NAME (AND ADDRESS) OF BENEFICIALLY OUTSTANDING
BENEFICIAL OWNER (1)(2) OWNED (3) SHARES (2)
----------------------- --------- ----------
Dr. Philip Kaplan(4) 3,000 *
Dr. Robert A. Orlando(5) 20,000 *
Zackary Irani(6) 49,500 1.2
Janet Moore(7) 486,670 12.1
All executive officers and directors 559,170 13.8
as a group (four persons)
- --------------
*Less than one percent (1%) of the outstanding shares of Common Stock.
(1)Mr. Irani's address is 1533 Monrovia Ave., Newport Beach, CA 92663; Dr.
Orlando's address is 947 West 30th St., Los Angeles, CA 92034; Janet Moore's
address is 1533 Monrovia Ave., Newport Beach, CA 92663; Dr. Kaplan's
address is 17822 Beach Blvd., Huntington Beach, CA 92647.
(2)Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Any shares of Common Stock that each
named person and group has the right to acquire within 60 days pursuant to
options, warrants, conversion privileges or other rights, are deemed
outstanding for purposes of computing shares beneficially owned by and the
percentage ownership of each such person and group. However, such shares
are not deemed outstanding for purposes of computing the shares beneficially
owned by or percentage ownership of any other person or group. Percentage
ownership for each named beneficial owner, and the beneficial ownership of
the directors and executive officers as a group, is based on (i) 3,968,852
issued and outstanding shares of Common Stock, plus (ii) 64,750 shares of
Common Stock underlying stock options exercisable at or within 60 days after
the date hereof.
(3)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.
(4)Includes 1,000 total number of shares underlying options exercisable by Dr.
Kaplan at or within 60 days after the date of the proxy.
(5)Includes 6,000 total number of shares underlying options exercisable by Dr.
Orlando at or within 60 days after the date of the proxy.
(6)Includes 46,000 total number of shares underlying options exercisable by
Zack Irani at or within 60 days after the date of the proxy.
(7)Includes 11,750 total number of shares underlying options exercisable by
Janet Moore at or within 60 days after the date of the proxy.
<PAGE>
III. ELECTION OF DIRECTORS
The persons named below have been nominated by management for election as
directors of the Company to serve until the 1998 Annual Meeting of Stockholders
or until their respective successors are duly elected and qualify. All
directors were elected at the 1997 Annual Meeting of Shareholders.
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
--------------- --- ----- -------------------------
Zackary S. Irani 32 1997 President, Chief Executive
Officer, Treasurer & Director
Dr. Philip B. Kaplan 66 1971 Director
Dr. Robert A. Orlando 59 1986 Director
Janet Moore 47 1997 Secretary, Controller and
Director
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. and Allergy Immuno Technologies, Inc.
Zackary Irani has been serving as the Company's Chairman of the Board, Chief
Executive and Treasurer since April 29, 1997. Prior to that time, Mr. Irani
served as the Company's Vice President of Business Development of Biomerica
since July 1994. He has been an employee of the Company since 1986. Mr. Irani
also serves as a director of Lancer Orthodontics, Inc., Allergy Immuno
Technologies, Inc. and RegeneMed, Inc.
Janet Moore is the Secretary and Controller of Biomerica. She has been an
employee of the Company since 1976. Ms. Moore also serves as a director of
Lancer Orthodontics, Inc. and Allergy Immuno Technologies, Inc.
There is no family relationship between any of the Company's directors and
officers. 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, 1998, the Board of Directors held 4 meetings
and acted by unanimous written consent 8 times. During such period, all members
of the Board participated in at least 75% of all Board and applicable committee
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 Compensation Committee met once during the fiscal year. The
Company's audit committee consists of Zackary Irani and Janet Moore. The
function of the audit committee is to review reports and recommendations made by
the auditors and review the Company's accounting procedures and financial
results. The audit committee met once during the fiscal year. The Company does
not have a standing nominating committee for the purpose of making
recommendations to the Board of Directors concerning nomination of directors.
IV. EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth the annual and long-term cash and non-cash
compensation paid by the Company for services rendered in all capacities during
the fiscal years ended May 31, 1997 and 1998 to that person who was, as of May
31, 1998, the Chief Executive Officer of the Company. No person earned in
excess of $100,000 for services rendered to the Company during the fiscal year
ended May 31, 1998.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- --------------------------- -------
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
PRINCIPAL COMPEN- STOCK OPTIONS/ PAYOUTS COMPEN-
POSITION YEAR SALARY ($) BONUS ($) SATION ($) AWARDS ($) SARS (#) ($) SATION
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Zackary Irani, (1) 1998 $64,352 0 0 0 64,000 0 0
Chairman of
Board, Chief 1997 $41,948(2) 0 0 0 40,000 0 0
Executive
Officer and
Treasurer
<FN>
(1)The amounts described in the Sumary Compensation Table above do not include other compensation and benefits provided to Mr. Z.
Irani during the year ended May 31, 1998 that in the aggregate did not exceed the lesser of $50,000 or 10% of the executive's
annual salary and bonus.
(2)Includes $4,000 cash compensation paid to Mr. Irani for services rendered as the Company's CEO and Treasurer.
</TABLE>
COMPENSATION OF DIRECTORS
Although not prohibited by the Company's By-laws, directors receive no
payment for their services as directors, but they have been and may in the
future be granted options to purchase the Company's securities. The
compensation of officers and directors is subject to review and adjustment from
time to time by the Board of Directors.
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 25,
1998, options to purchase 68,850 shares of Common Stock were outstanding, at
exercise prices ranging from $.80 to $.95 per share with an average exercise
price of $.81 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, 1997, options to purchase 287,500 shares of Common Stock were
outstanding under the 1995 Plan at exercise prices ranging from $1.85 to $3.00
per share with an average exercise price of $1.90 per share. During the year
ended May 31, 1997, Dr. Philip Kaplan exercised a stock option to purchase 5,000
shares of Common Stock. Prior to becoming a board member during fiscal 1997,
Zackary Irani exercised an option for 10,000 shares. During the year ended May
31, 1998, the Estate of Joseph H. Irani (former Chairman and Chief Executive
Officer) exercised a stock option to purchase 85,000 shares of common stock.
<PAGE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<CAPTION>
% of Total
Options/SARs
Numbers of Securities Granted to
Underlying Options/SARs Employees Exercise or Base
Name Granted(#) In Fiscal Year Price ($/Sh) Expiration Date
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Zackary Irani 64,000 41.6% $1.85 12/9/02
</TABLE>
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 1998 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> <C>
Zackary Irani None None 46,000 68,000 $11,150 $1,200
<FN>
(1) Based on the closing price of $1.875 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, 1998,
all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% beneficial stockholders were complied with.
V. CERTAIN TRANSACTIONS
OFFICE LEASE
The Company leases approximately 21,000 square feet of office and laboratory
space located at 1531-1533 Monrovia Avenue, Newport Beach, California, pursuant
to a written lease which expired May 31, 1993 (and which was renewed until May
31, 1998). 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,
1998, the Company paid $128,640 in rent under the terms of the lease and accrued
an additional $24,000. The accrued rent will be paid in the form of company
stock. This amount constitutes all that is due per agreement with the landlord.
The facilities are leased from the estate of Joseph H. Irani (the former
chairman and Chief Executive Officer) and another individual.
In the opinion of the disinterested 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.
<PAGE>
VII. 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 1999 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,
1998 and 1997 and the subsequent interim period through July 24, 1998, 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.
VIII. DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR 1999 ANNUAL MEETING
Any proposal relating to a proper subject which a stockholder may intend to
present for action at the 1999 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 24, 1999. It is suggested
that any such proposal be submitted by certified mail, return receipt requested.
The Annual Report of the Company, filed with the Securities and Exchange
Commission for the Fiscal Year ended May 31, 1998, is enclosed with this Proxy
Statement. The Company will furnish, without charge, upon written request of
any shareholder, who represents in such request that he or she was a beneficial
owner of the Company's securities as of October 20, 1998, a copy of the Form 10-
KSB. Requests should be addressed to the Company at the Office of the
Secretary, Biomerica, Inc., 1533 Monrovia Avenue, Newport Beach, CA 92663.
IX. 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,
ZACKARY S. IRANI,
President
Newport Beach, California
September 25, 1998
<PAGE>
APPENDIX 1
----------
REVOCABLE PROXY BIOMERICA, INC. ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 7, 1998
The undersigned stockholder(s) of Biomerica, Inc. (the "Company") hereby
nominates, constitutes and appoints Zackary S. Irani and Janet Moore, 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 December 7, 1998, at 10:00 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.)
Zackary S. Irani Dr. Philip B. Kaplan Dr. Robert A. Orlando Janet Moore
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.
