<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
================================================================================
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 Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] 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] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(I)(2) or
Item 22(a)(2) of Schedule 14A
[ ] 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.
1533 MONROVIA AVENUE
NEWPORT BEACH, CALIFORNIA 92663
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 13, 2000
----------------
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 13, 2000, at 2:00 p.m. for the following purposes:
1. To elect a Board of Directors consisting of seven (7)
directors. The Proxy Statement which accompanies this Notice
includes the names of the nominees to be presented by the
Board of Directors for election;
2. To consider and act upon any other matters which may properly
come before the Annual Meeting and any adjournment thereof.
In accordance with the provisions of the Company's Bylaws, the Board of
Directors has fixed the close of business on September 18, 2000, as the record
date for the determination of the holders of the Company's common stock, $0.08
par value (the "Common Stock") entitled to notice of and to vote at said Annual
Meeting. To assure that your shares will be represented at the Annual Meeting,
please mark, sign, date and promptly return the accompanying proxy card in the
enclosed envelope. You may revoke your proxy at any time before it is voted.
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,
/S/ Zackary S. Irani
--------------------
ZACKARY S. IRANI,
Chief Executive Officer
Newport Beach, California
September 28, 2000
<PAGE>
BIOMERICA, INC.
----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
----------------
GENERAL INFORMATION
This Proxy Statement is furnished by the Board of Directors of
BIOMERICA, INC., a Delaware corporation (together with its subsidiaries, the
"Company"), in connection with the solicitation of proxies for use at the
Company's Annual Meeting of Stockholders to be held on November 13, 2000, at the
offices of the Company, 1533 Monrovia Avenue, Newport Beach, California 92663 at
2:00 p.m, and at any and all adjournments thereof (the "Annual Meeting"). The
Annual Meeting has been called for the purposes set forth in the accompanying
Notice of the Annual Meeting of Stockholders (the "Notice"). This Proxy
Statement, and the Annual Report of the Company for the year ended May 31, 2000,
will be mailed on or about October 15, 2000, to each stockholder of record as of
the close of business on September 18, 2000.
PERSONS MAKING THE SOLICITATION
The Proxy is solicited on behalf of the Board of Directors of the
Company. 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, $0.08 par value, of record will be requested to forward proxy soliciting
material to the beneficial owners of such shares. The Company will, upon
request, reimburse such parties for their reasonable expenses in forwarding
proxy materials to the beneficial owners.
TERMS OF THE PROXY
The enclosed Proxy indicates the matters to be acted upon at the Annual
Meeting and provides boxes to be marked to indicate the manner in which the
stockholder's shares are to be voted with respect to such matters. By
appropriately marking the boxes, a stockholder may specify whether the proxy
shall vote for or against or shall be without authority to vote the shares
represented by the Proxy. The Proxy also confers upon the proxy discretionary
voting authority with respect to such other business as may properly come before
the Annual Meeting.
If the Proxy is executed properly and is received by the proxy prior to
the Annual Meeting, the shares represented by the Proxy will be voted. Where a
stockholder specifies a choice with respect to the matter to be acted upon, the
shares will be voted in accordance with such specification. Any Proxy which is
executed in such a manner as not to withhold authority to vote for the election
of the specified nominees as directors shall be deemed to confer such authority.
A Proxy may be revoked at any time prior to its exercise by giving written
notice of the revocation thereof to Ms. Janet Moore, Secretary, Biomerica, Inc.,
1533 Monrovia Avenue, Newport Beach, California 92663, by attending the meeting
and electing to vote in person, or by a duly executed Proxy bearing a later
date.
<PAGE>
VOTING RIGHTS AND REQUIREMENTS
RECORD DATE AND OUTSTANDING SHARES
At the close of business on September 18, 2000, the record date for the
determination of stockholders entitled to notice of and vote at the Annual
Meeting (the "Record Date"), there was outstanding and entitled to vote an
aggregate of approximately 4,696,873 shares of the Company's common stock, $0.08
par value per share (the "Common Stock"). Each share of Common Stock outstanding
on the Record Date is entitled to one (1) vote on each matter presented.
QUORUM
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock held of record
on the Record Date is necessary to constitute a quorum. The holder of each share
of Common Stock held of record on the Record Date is entitled to vote on each
matter to be considered at the Annual Meeting.
VOTES REQUIRED
The affirmative vote of holders representing a majority of the shares
of Common Stock present and entitled to vote at the meeting is required to elect
the directors and amend the Company's Certificate of Incorporation.
CUMULATIVE VOTING
Stockholders may have cumulative voting rights with respect to the
election of the seven (7) directors. No stockholder may cumulate votes unless a
stockholder has announced at the Annual Meeting his or her intention to do so.
If any stockholder makes such an announcement, all stockholders may cumulate
votes. Cumulative voting rights entitle a stockholder to give one (1) nominee as
many votes as are equal to the number of directors to be elected, multiplied by
the number of shares owned by the stockholder, or to distribute such votes among
two (2) or more nominees on the same principle, up to the total number of
nominees to be elected.
DISSENTERS' RIGHTS
Under Delaware law, stockholders are not entitled to any dissenters'
rights with respect to the approval of any of the proposals described in this
Proxy Statement.
2
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 18, 2000, certain
information as to shares of Common Stock owned by (i) each person known to
beneficially own more than 5% of the outstanding Common Stock, (ii) each
director, including nominees for director, and each named executive officer of
the Company, and (iii) all executive officers and directors of the Company as a
group. Unless otherwise indicated, each person listed has sole voting and
investment power over the shares beneficially owned by him or her. Unless
otherwise indicated, the address of each named beneficial owner is the same as
that of the Company's principal executive offices located at 1533 Monrovia
Avenue, Newport Beach, California 92663.
SHARES PERCENTAGE
NAME (AND ADDRESS) OF BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER (1) OWNED OWNED
----------------------- ----------------- ------------
Janet Moore (2) 543,575 11.6%
1533 Monrovia Avenue
Newport Beach, CA 92633
Zackary Irani (3) 473,033 10.1%
1533 Monrovia Avenue
Newport Beach, CA 92633
Dr. Robert A. Orlando (1)(4) 37,333 *
947 West 30th Street,
Los Angeles, CA 92034
Allen Barbieri (1)(6) 25,554 *
124 Nighthawk,
Irvine, CA 92604
Dr. Carlos St. Aubyn Beharie(1)(7) 113,377 2.4%
583 Cherry Hill Rd.,
Princeton, NJ 08540
Francis R. Cano, Ph.D. (1)(8) 7,777 *
11 Acorn Lane,
Los Altos, CA 94022
David Burrows(1)(9) 7,777 *
113 Aspen Lane,
Costa Mesa, CA 92627
RidgeRose Capital Partners, LLC(1) 250,000 5.3%
3388 Via Lido,
Newport Beach, CA 92663
Stilden Co., Inc.(1)(5) 383,332 8.2%
2939 Moss Rock,
Suite 100, San Antonio, TX 78230
All executive officers and directors
as a group (seven persons) 1,208,426 25.7%
---------------
* Less than one percent (1%) of the outstanding shares of Common Stock.
3
<PAGE>
(1) 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.
(2) Includes 26,667 shares underlying options exercisable by Ms. Moore at or
within 60 days after the date of the Proxy, 508,658 shares owned by The
Janet Moore Trust of which Janet Moore is the sole trustee and 8,250
shares owned by Ms. Moore's minor children.
(3) Includes 434,533 shares underlying options exercisable by Mr. Irani at or
within 60 days after the date of the Proxy.
(4) Includes 18,333 shares underlying options exercisable by Dr. Orlando at
or within 60 days after the date of the Proxy.
(5) Includes 83,333 shares underlying warrants exercisable by TheBigHub.com,
Inc. and 136,666 shares underlying warrants exercisable by
TheBigStore.com at or within 60 days after the date of the Proxy. Stilden
Co., Inc. may be deemed to be the beneficial owner of the shares owned by
both TheBigStore.com, Inc. and TheBigHub.com, Inc. by virtue of its
status as a controlling stockholder of both entities. These numbers
represent warrants agreed to in the Strategic Marketing Agreement and
Back-end Processing Agreement. These agreements have since been
terminated with 83,333 and 136,666 shares vested, respectively. Also
includes 163,333 shares underlying warrants exercisable within 60 days of
the date of this Proxy. These warrants were assigned to Stilden Co., Inc.
by RJM Consulting, LLC, an entity controlled by Mr. Robert J. McNulty.
(6) Includes 15,554 shares underlying options exercisable by Mr. Barbieri at
or within 60 days after the date of the Proxy.
(7) Includes 7,777 shares underlying options exercisable by Dr. Beharie at or
within 60 days after the date of the Proxy.
(8) Includes 7,777 shares underlying options exercisable by Dr. Cano at or
within 60 days after the date of the Proxy.
(9) Includes 7,777 shares underlying options exercisable by Mr. Burrows at or
within 60 days after the date of the Proxy.
4
<PAGE>
PROPOSAL NO. 1: ELECTION OF DIRECTORS
DIRECTORS
The Company's Bylaws give the Board of Directors ("Board") the power to
set the number of directors at no less than three (3) nor more than nine (9).
The size of the Company's Board is currently set at seven (7). Seven (7)
directors are to be elected at the Annual Meeting to be held on November 13,
2000. The directors so elected will serve until replaced by a vote of the
stockholders. In the event that any of them should become unavailable prior to
the Annual Meeting, the Proxy will be voted for a substitute nominee or nominee
designated by the Board of Directors or the number of directors may be reduced
accordingly.
The following table sets forth the name and current age of each nominee
for director, the year he or she was first elected a director and his or her
position(s) with the Company.
<TABLE>
<CAPTION>
----------------------------- ----------- ----------- ---------------------------------------------
Director
Name Age Since Positions Held
----------------------------- ----------- ----------- ---------------------------------------------
<S> <C> <C> <C>
Zackary Irani 34 1997 President, Chairman of the Board and Chief
Executive Officer
----------------------------- ----------- ----------- ---------------------------------------------
Janet Moore 49 1997 Secretary, Interim Chief Financial Officer
and Treasurer and Director
----------------------------- ----------- ----------- ---------------------------------------------
Allen Barbieri 41 1999 Director
----------------------------- ----------- ----------- ---------------------------------------------
Robert A. Orlando, M.D.,
Ph.D. 61 1986 Director
----------------------------- ----------- ----------- ---------------------------------------------
Carlos St. Aubyn Beharie, 47 1999 Director
M.D., MBA
----------------------------- ----------- ----------- ---------------------------------------------
Francis R. Cano, Ph.D. 56 1999 Director
----------------------------- ----------- ----------- ---------------------------------------------
David Burrows 42 1999 Director
----------------------------- ----------- ----------- ---------------------------------------------
</TABLE>
Mr. Zackary Irani has been a Director of the Company, and has been
serving as the Company's Chairman of the Board and Chief Executive since April
29, 1997. Prior to that time, Mr. Irani served as the Company's Vice President
of Business Development since July 1994. He has been an employee of the Company
since 1986. Mr. Irani also serves as a director of Lancer Orthodontics, Inc. and
Allergy Immuno Technologies, Inc. In addition, Mr. Irani is the President and a
director of the Company's subsidiary, ReadyScript, Inc.
Ms. Janet Moore has been a Director of the Company since April 29,
1997, and has been serving as the Company's Secretary and Interim Chief
Financial Officer and Treasurer since 1985. She has been an employee of the
Company since 1976. Ms. Moore also serves as a director of Lancer Orthodontics,
Inc., Allergy Immuno Technologies, Inc. and ReadyScript, Inc.
Robert A. Orlando, M.D., Ph.D., has served as a Director of the Company
since 1986. Dr. Orlando is a professor of pathology at Southern California
College of Optometry, as well as a biophysicist and immunologist. Dr. Orlando
has served as the Chief Pathologist at Beverly Hospital in Montebello,
California since 1991. Dr. Orlando also serves as a director of Lancer
Orthodontics, Inc. and Allergy Immuno Technologies, Inc. Dr. Orlando earned his
Ph.D. in Pathology from the University of Chicago and his M.D. from New Jersey
University of Medicine.
5
<PAGE>
David Burrows has served as a Director of the Company since June 1999.
Mr. Burrows is presently Regional Director-West for StorageNetworks, Inc. From
1999 to 2000, Mr. Burrows served as Chief Technology Officer at TheBigStore.com.
He served as Director of Information Services for the Orange County Register
from 1996 to 1999 and Director, IS Information Services for FHP, Inc., a major
managed care company from 1989 to 1996..
Francis R. Cano, Ph.D. has served as a Director of the Company since
June 1999. Dr. Cano currently works as a consultant in the biomedical field.
>From 1996 to 1997, Dr. Cano served as Senior Vice President - Biotechnology of
BDM, an information technology company. From 1992 to 1996, he served as
President and Chief Operating Officer of Aviron, a public biotechnology company
focused on developing viral vaccines for disease prevention. Dr. Cano was also
involved in developing a vaccine business at a division of American Cynamid
Corporation.
Carlos St. Aubyn Beharie, M.D. has served as a Director of the Company
since June 1999. Since 1998, Dr. Beharie has served as the Senior Vice President
and Medical Director for Health Insurance Plan of New York, a large managed care
company in the State of New York. From 1997 to 1998, Dr. Beharie served as Chief
Medical Officer of Physicians Health Services, a subsidiary of Foundation Health
Systems. From 1995 to 1997, he served as acting President and Chief Executive
Officer of Physician Health Care Plan of New Jersey. Prior to 1995, he was
employed for 13 years in various positions at FHP, Inc. Dr. Beharie is a fellow
of the American College of OB/GYN and a senior member of the American College of
Physician Executives.
Mr. Allen Barbieri has served as a Director of the Company since
October 1999. Mr. Barbieri currently is working as a private investor. From 1998
to 1999 he served as President and Chief Financial Officer of Buy.com. From 1994
until 1998 Mr. Barbieri was President and Chief Executive Officer of Pacific
National Bank. Mr. Barbieri also services on the board of ReadyScript, Inc.
THE BOARD RECOMMENDS YOU VOTE "FOR" THIS PROPOSAL.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Mr. Zackary Irani has been a Director of the Company, and has been
serving as the Company's Chairman of the Board and Chief Executive since April
29, 1997. Prior to that time, Mr. Irani served as the Company's Vice President
of Business Development since July 1994. He has been an employee of the Company
since 1986. Mr. Irani also serves as a director of Lancer Orthodontics, Inc. and
Allergy Immuno Technologies, Inc. In addition, Mr. Irani is the President and a
director of the Company's subsidiary, ReadyScript, Inc.
Ms. Janet Moore has been a Director of the Company since April 29,
1997, and has been serving as the Company's Secretary and Interim Chief
Financial Officer and Treasurer since 1985. She has been an employee of the
Company since 1976. Ms. Moore also serves as a director of Lancer Orthodontics,
Inc., Allergy Immuno Technologies, Inc. and ReadyScript, Inc.
Mr. Jagdish Sandhu, Age 49, has served as the Company's Chief Operating
Officer of the Diagnostic division since July 1999. Mr. Sandhu joined the
Company in 1985. From 1985 to 1990 he was the Company's General Manager, and
from 1990 to 1999 he served as the Company's Production Manager. Prior to
joining the Company, he worked for several companies in the diagnostic industry
including, Nichols Institute, Bio Rad Laboratories and Diagnostic Products.
Mr. Francis Capitanio, age 56, has served as the President, Diagnostics
since July 10, 2000. Mr. Capitanio was President and Chief Executive Officer of
Kalisto Biologicals, Inc. from 1997 until 2000. From 1980 until 1996 he was
President and Chief Executive Officer of Diatech Diagnostics.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended May 31, 2000, there were seven meetings of
the Board of Directors. Dr. Beharie was the only board member who attended less
than seventy five percent of such meetings. The board acted by unanimous written
consent ten times during the fiscal year.
6
<PAGE>
COMPENSATION COMMITTEE
The compensation committee of the Board of Directors reviews and makes
recommendations to the Board regarding all forms of compensation and benefits
provided the Company's officers. In addition, the compensation committee
establishes and reviews general policies relating to the compensation and
benefits of all the Company's employees. The compensation committee comprises
Dr. Robert A. Orlando and Ms. Janet Moore. One (1) compensation committee
meeting was held during the fiscal year ended May 31, 2000.
AUDIT COMMITTEE
The audit committee of the Board of Directors reviews and monitors the
Company's internal accounting procedures, corporate financial reporting,
external and internal audits, the results and scope of the annual audit and
other services provided by the Company's independent auditors, and the Company's
compliance with legal matters that have a significant impact on financial
reports. The Company's audit committee comprises of Dr. Robert A. Orlando and
Dr. Francis R. Cano. The audit committee met once during the fiscal year ended
May 31, 2000.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation earned by the
Chief Executive Officer and all other executive officers who earned in excess of
$100,000 per annum during the fiscal years ended May 31, 2000, 1999 and 1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ -----------------------------------
AWARDS PAYOUTS
------------------------ ----------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
POSITION YEAR ($)(1) ($) ($) ($) SARS (#) ($) ($)
-------------------------- ------------ ------------ ------- --------------- ----------- ------------ ---------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Zackary Irani, Chairman 2000 117,925 -0- -0- -0- 1,000,000(2) -0- -0-
of the Board, President -0-
and Chief Executive 1999 69,452 -0- -0- -0- 25,700 -0-
Officer -0-
1998 64,352 -0- -0- -0- 64,000 -0-
-0-
Richard Jay(3) 2000 133,000 -0- -0- -0- -0- -0-
Steven Goto(3) 2000 106,827 -0- -0- -0- -0- -0- -0-
-------------------------- ------------ ------------ ------- --------------- ----------- ------------ ---------- -------------------
</TABLE>
(1) The amounts described in the Summary Compensation Table above do not
include other compensation and benefits provided to Mr. Irani during the
fiscal year ended May 31, 2000, that in the aggregate did not exceed the
lesser of $50,000 or 10% of the executive's annual salary and bonus.
(2) This grant was for restricted options not covered by any Company stock
option plan.
(3) As of May 31, 2000, Dr. Jay and Mr. Goto were no longer employees of
Biomerica. They were employees of the Company's subsidiary, ReadyScript,
Inc.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options
granted in the fiscal year ended May 31, 2000, to the Company's Chief Executive
Officer.
7
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE
------------------- -------------------- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Zackary Irani 1,000,000 62.3 3.00 June 10, 2009
</TABLE>
(1) In June 1999 Mr. Irani received a stock option for 1,000,000 shares of
restricted Biomerica common stock at an exercise price of $3.00 per
share.
----------
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table presents information for the named officers in the
Summary Compensation Table with respect to options exercised during fiscal 2000
and unexercised options held as of the end of the fiscal year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
Shares Fiscal Year End (#) at Fiscal Year End ($)
Acquired Value ------------------- ----------------------
Name On Exercise (#) Realized (1)($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- --------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Zackary Irani 10,000 $24,500 101,200/1,028,500 $7,637/$7,225(2)
Richard Jay(3) -0- -0- -0- -0-
Steven Goto(3) -0- -0- -0- -0-
</TABLE>
------------
(1) Based on the closing price of $3.25 on the date of exercise (March 31,
2000).
(2) Based on the closing price of $1.438 as of the last day of the fiscal
year, May 31, 2000.
(3) As of May 31, 2000, Dr. Richard Jay and Mr. Steven Goto were employees of
the subsidiary, ReadyScript, Inc., and relinquished their stock options
in Biomerica, Inc., in exchange for ReadyScript options.
COMPENSATION OF DIRECTORS
Although not prohibited by the Company's Bylaws, directors receive no
direct 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.
SECTION 16(a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, 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.
8
<PAGE>
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 ended May 31, 2000,
all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% beneficial stockholders were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended May 31, 2000, the Company leased
approximately 25,000 square feet of space in Newport Beach, California pursuant
to a lease which expired May 31, 1998 (and which was renewed until May 31, 1999)
at a base rental payment of $12,720 per month from Jun 1999 until October 1999,
plus taxes and insurance. The facilities are leased from an individual and JSJ
Management, of which Ms. Janet Moore is a partner. From October 1, 1999 until
May 31, 1999 the base rent increased to $15,720. During fiscal 2000, the Company
paid a total of $172,640 in rent. The lease is currently month-to-month. These
facilities are currently being used for the Company's diagnostic test kit
research and development, manufacturing, marketing and administration.
On June 11, 1999, pursuant to a stock purchase agreement, the Company
sold 50,000 shares of Common Stock to Mr. Irani and Ms. Moore at a purchase
price of $5.00 per share.
Stilden Co., Inc., a principal stockholder of the Company, is a
controlling or principal stockholder in BigStore.com and BigHub.com. We have
entered into the following agreements with those companies:
o On June 11, 1999, the Company entered into a five-year agreement with
the BigStore.com. Pursuant to the terms of the agreement, as amended,
the BigStore.com will provide the Company with back-end processing
services for the Company's web site in exchange for a warrant to
purchase 410,000 shares of Common Stock at an exercise price of $5.00
per share that vests over three years. This agreement has since been
terminated and 136,666 shares were vested.
o On June 10, 1999, the Company granted to RJM Consulting, LLC a warrant
to purchase 1,000,000 shares of Common Stock at an exercise price of
$3.00 per share. The warrant was granted as consideration for its
services in helping the Company raise equity capital and for
introducing the Company to the BigStore.com. The warrants vest
immediately prior to a public offering of Common Stock. On August 26,
1999, the warrants were transferred as follows: 490,000 shares to
Stilden Co., Inc. and 510,000 shares to four other individuals.
o On September 2, 1999, the Company entered into a five-year agreement
with the BigHub.com. Pursuant to the terms of the agreement, the
BigHub.com will provide the Company with strategic placement of
advertising and marketing on its web site in exchange for a warrant to
purchase 250,000 shares of Common Stock at an exercise price of $5.00
per share that vests over three years. This agreement has since been
terminated and 83,333 shares were vested.
9
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
It is expected that a representative of BDO Seidman, LLP will be
present at the Annual Meeting to respond to appropriate questions or to make a
statement if he or she so desires.
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 Proxy confers discretionary authority with respect to
acting thereon, and the persons named in such Proxy intend to vote, act, and
consent in accordance with their best judgment with respect thereto.
ANNUAL REPORT
The Annual Report to Stockholders covering the Company's fiscal year
ended May 31, 2000 is being mailed to stockholders with this Proxy Statement.
The Company's annual report on Form 10-KSB for the year ended May 31, 2000,
including the financial statements and schedules thereto, which the Company has
filed with the Securities and Exchange Commission, will be made available to
beneficial owners of the Company's securities upon request. The annual report
does not form any part of the material for the solicitation of the Proxy.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Any proposal relating to a proper subject which a stockholder may
intend to present for action at the next 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 23,
2001. It is suggested that any such proposal be submitted by certified mail,
return receipt requested.
By Order of the Board of Directors,
/S/ ZACKARY S. IRANI,
---------------------
President and Chief Executive Officer
Newport Beach, California
September 29, 2000
10
<PAGE>
REVOCABLE PROXY
BIOMERICA, INC. ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 2000
The undersigned stockholder(s) of Biomerica, Inc., a Delaware
corporation (the "Company") hereby nominates, constitutes and appoints Janet
Moore, his, her or its true and lawful agent and proxy, with full power of
substitution, to vote all the shares of stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of the Company to be held
at the offices of the Company, 1533 Monrovia Avenue, Newport Beach, California
92663 at 2:00 p.m., and any and all adjournments thereof, with respect to the
matters described in the accompanying Proxy Statement, and, in her discretion,
on such other matters which properly come before the Annual 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.
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1. _________ FOR all nominees _________ WITHHOLD AUTHORITY TO VOTE
(Except as listed below) (As to all nominees)
Nominees: Dr. Carlos St. Aubyn Beharie; David Burrows;
Dr. Francis R. Cano; Zackary Irani; Allen Barbieri;
Janet Moore; and Dr. Robert A. Orlando.
Instructions: To withhold authority to vote for any individual
nominee, write the nominee's name in the space
provided below.
___________________________________________________
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 PROXY HOLDER AT HIS, HER
OR ITS 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
certificate(s). Executors, administrators, trustees, etc., should give their
full titles. All joint owners should sign.)
I (We) do do not
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expect to attend the meeting.
