SCHEDULE 14A
Information Required in Proxy Statement
Reg. Sec.240.14a.101.
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 Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12
OCG Technology, Inc.
----------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $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.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)4 and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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 No.:
..................................................................
3) Filing Party:
..................................................................
4) Date Filed:
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OCG TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 23, 1998
To the Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders of OCG
Technology, Inc., a Delaware corporation (the "Company"), will be held at 410
Park Avenue, 5th Floor, New York, N.Y. 10022 on Tuesday, June 23, 1998 at
10:30 A.M. local time for the following purposes:
1. To elect six Directors.
2. To ratify the appointment of Dalessio, Millner & Leben as auditors for
the current fiscal year.
3. To transact such other business as may properly come before the Annual
Meeting.
Pursuant to law and the By-laws of the Company, in lieu of closing its
transfer books, the Board of Directors has fixed the close of business on May
6, 1998, as the record date for the determination of Stockholders of the
Company entitled to notice of, and to vote their shares at, the Annual Meeting
and any adjournment thereof.
It is desired that as many Stockholders as practicable be represented at
the meeting. Consequently, whether or not you plan to attend the meeting,
Stockholders are requested by management to fill out, sign, and date and
return the form of proxy in the enclosed envelope, which requires no postage
if mailed in the United States, as soon as possible.
YOU MAY REVOKE THE PROXY AT ANY TIME BEFORE THE AUTHORITY GRANTED THEREIN
IS EXERCISED.
By order of the Board of Directors
Jeffrey P. Nelson, Secretary
Dated: May 26, 1998
New York, New York
<PAGE>
OCG TECHNOLOGY, INC.
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 23, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Stockholders of OCG Technology,
Inc. (the "Company" or "OCG") to be held on Tuesday, June 23, 1998 at 10:30
A.M., local time, at 410 Park Avenue, 5th Floor, New York, N.Y. 10022, or any
adjournment thereof. The solicitation of Proxies in the enclosed form is made
on behalf of the Board of Directors of the Company. This Proxy Statement and
accompanying form of Proxy are first being mailed to stockholders on or about
May 26, 1998.
Stockholders are requested to date, sign, and return the enclosed Proxy,
as soon as possible, in the enclosed envelope, (which requires no postage if
mailed in the United States), which will be voted FOR each of the proposals
set forth herein, unless a contrary intent appears. A stockholder signing and
returning a Proxy in the enclosed form has the power to revoke it by written
notice received by the Secretary of the Company at any time before the
exercise thereof, by submitting a subsequent Proxy or by attending the meeting
and voting in person.
Expenses of soliciting Proxies will be borne by the Company. Solicitation
will be by mail except for any incidental solicitation by telephone, telegram
and personal calls by directors, officers and other employees of the Company
which will not involve furnishing additional written materials than those
supplied herewith. The Company will also reimburse brokers and certain other
persons for their charges and expenses in forwarding Proxy material.
As of May 6, 1998, the record date for the determination of stockholders
entitled to notice of, and to vote their shares at, the Annual Meeting and any
adjournment thereof (the "Record Date"), the following shares of voting
securities of the Company were outstanding: 29,833,724 shares of common stock,
par value $.01 per share ("Common Stock") and 100,000 shares of Series E
preferred stock, par value $.10 per share ("Series E Preferred").
An Annual Report on Form 10-KSB, as amended, for the fiscal year ended
June 30, 1997, containing financial and other information, accompanies this
Proxy Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Securities and Exchange Commission are incorporated in this Proxy Statement by
reference:
1. The Annual Report on Form 10-KSB for the fiscal year ended June
30, 1997.
2. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 1997.
3. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
December 31, 1997.
4. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 1998.
All documents and reports filed by the Company pursuant to Section 13(a),
13(c) 14 or 15 (d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Proxy Statement and prior to the date of the
Annual Stockholders' Meeting shall be deemed to be incorporated by reference
into this Proxy Statement and shall be deemed to be a part hereof from the
respective date of filing of each such document or report. Any statement
contained in a document or report incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement to the extent that a statement contained herein, or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Proxy Statement.
This Proxy Statement incorporates documents by reference which are not
presented herein or delivered herewith. The Company will provide, without
charge, to each person to whom a Proxy statement is delivered, upon written or
oral request of such person and by first class mail or other equally prompt
means within one business day of receipt of such request, a copy of any and
all of the information that has been incorporated by reference in the Proxy
statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Proxy statement incorporates). This includes
information contained in documents filed subsequently to the date on which
definitive copies of the Proxy statement are sent or given to security
holders, up to the date of responding to the request. Such requests should be
addressed to Edward C. Levine, President, OCG Technology, Inc., 450 West 31st
Street, New York, New York 10001. Telephone: (212) 967-3079. In order to
ensure delivery of the documents prior to the Annual Stockholders' Meeting,
requests should be received by June 15, 1998.
PROPOSAL ONE: ELECTION OF DIRECTORS
The six persons, named below, have been nominated to serve as Directors
of the Company until the next Annual Stockholders' Meeting, or until their
successors are duly elected and qualify (the "Nominees"). It is the intention
of those named on the enclosed form of Proxy, in all those instances where the
Proxies indicate a vote in favor of the Nominees (or have no designated
choices for directors), to vote all duly executed Proxies, unless authority is
previously withdrawn, for the six Nominees. All six Nominees are currently
serving as Directors. If, at the time of the Annual Meeting, any of the
Nominees is not available to serve as a Director, the Proxies may be voted for
a substitute Nominee designated by the Board of Directors ("the Board"). The
Company does not have a standing Nominating Committee. Nominations for Board
members are considered by the full Board.
Nominees
The six Nominees of management to serve as Directors of the Company, and
further information concerning such Nominees, including other offices held and
past business experience, are as follows:
<TABLE>
<CAPTION>
Name Age Position(s) Director Since
- ----------------- --- --------------------------------- --------------
<S> <C> <C> <C>
Erich W. Augustin 63 Treasurer/Chief Financial Officer 1995
Edward C. Levine 70 President/Chairman 1973
Jeffrey P. Nelson 54 Secretary/Executive Vice President 1991
Jarema S. Rakoczy 52 Vice President 1987
Wynne B. Stern, Jr., Esq. 64 Director 1998
Louis E.Teichholz, M.D. 56 Director 1998
</TABLE>
Erich W. Augustin has been a Director since September 1995 and its
Chief Financial Officer since October 1995. From August 1991 through January
1995, at which time he retired, Mr. Augustin served as Senior Vice President
and Chief Financial Officer of the Chase Manhattan Bank of Connecticut, N.A.,
with responsibility for all Treasury functions and financial activities,
including accounting, audit, budget, planning, regulatory reporting and taxes.
From January 1995 to June 30, 1995, Mr. Augustin served as a consultant to the
same institution. Mr. Augustin served as Vice President and Director of
Financial Accounting & Reporting of the Chase Manhattan Corporation and the
Chase Manhattan Bank, N.A. from May 1976 through August 1991, responsible for
worldwide financial accounting and reporting for Senior Management,
Shareholders and Regulatory Agencies.
Edward C. Levine has been a Director of the Company since 1973 and has
been its President and Chairman of the Board since 1976. Mr. Levine is a
member of the Bar of the State of New York.
Jeffrey P. Nelson, has been a Director of the Company since November
1991, has been its Secretary since June 1992 and an Executive Vice President
since November 1997. Mr. Nelson served as a Vice President, Asset Based
Finance Division, of Marine Midland Bank, NA from December 1986 through 1990.
Mr. Nelson was self-employed as a real estate financing consultant from
January 1991 through November 1991.
Jarema S. Rakoczy, has been a Director of the Company since August 1987,
and has been a Vice President since March 1985. He has been with the Company
since January, 1983. Mr. Rakoczy has been self-employed as a sales and
marketing consultant since May of 1989. Mr. Rakoczy devotes all of his
professional time to the Company's affairs. Mr. Rakoczy served as Eastern
Manager at Hittman Medical Systems from September 1980 to December 1982; as
Regional Sales Manager at American Optical Medical Division from February
1976 to September 1980; and as Vice President at Pratt Electronics from June
1968 to November 1974.
Wynne B. Stern, Jr., Esq. has been a director of the Company since May
18, 1998. Mr. Stern is a member of the Bars of the States of New York and
Florida. He has maintained an office for the practice of law in the City of
New York since 1961.
Louis Evan Teichholz, M.D., has been a director of the Company since May
18, 1998. Dr. Teichholz joined the Hackensack University Medical Center,
Hackensack New Jersey, in January of 1996, and serves as both the Chief of
Cardiology and as the Medical Director of Cardiac Services. Dr. Teichholz is
also Clinical Professor of Medicine at the University of Medicine and
Dentistry of New Jersey - New Jersey Medical School. In the five year
period prior to joining the Hackensack University Medical Center, Dr. Teichholz
served as Vice Chairman of the Department of Medicine and Associate Director
of the Cardiovascular Institute of the Mount Sinai Medical Center, New York,
New York. Dr. Teichholz was also a Professor of Medicine at the Mount Sinai
School of Medicine.
The affirmative vote of the holders of a plurality of the Company's
Stock, who are present in person or represented by Proxy and are entitled to
vote at the Annual Meeting, is required for the adoption of Proposal One.
The Board recommends a vote FOR this proposal.
Meetings and Committees of the Board
The Board met six times during the fiscal year ended June 30, 1997.
Each Director attended at least 75% of those meetings during the period in
which he was a member of the Board.
During the year ended June 30, 1997, the Board did not have any standing
audit, nominating or compensation committees, or committees performing similar
functions. On May 18, 1998, a standing audit committee was formed comprised
of three Directors, Erich W. Augustin, Chief Financial Officer of the Company,
and the Company's two Independent Directors, Wynne B. Stern, Jr. and Louis
Evan Teichholz.
Compensation of Directors
There are no standard or other arrangements for compensating Directors.
Directors currently serve without compensation.
Compensation of Officers
The following table presents certain specific information regarding the
compensation of the Chairman and President of the Company. The Chairman and
President of the Company received no salary or bonus in the last three years
other than the compensation set forth in the following table. No Officer of
the Company had a total salary, bonus or other compensation exceeding
$100,000.
Summary Compensation Table (Fiscal 1997)
<TABLE>
<CAPTION>
Fiscal Year Ended Long-term Compensation
Name & Principal Position June 30, Securities Underling Options
(a) (b) (g)
- ------------------------- ----------------- ----------------------------
<S> <C> <C>
Edward C. Levine, 1997 350,000
President and Chief 1996 -0-
Executive Officer 1995 60,000 (1)
1995 250,000
_______________
Notes: (1) These warrants were issued in 1990. In 1995, the exercise
price of these warrants was reduced by the Company from $1.00 per share to
$.50 per share.
</TABLE>
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Number of Securities % of Total Options/SARs Exercise or
Underlying Granted to Employees in Base Price Expiration
Name Options/SARs Granted Fiscal Year ($/Share) Date
(a) (b) (c) (d) (e)
- ---------------- -------------------- ----------------------- ----------- ----------
<S> <C> <C> <C> <C>
Edward C. Levine 200,000 12.37 $1.09 7/25/99
150,000 9.28 $1.00 1/14/00
</TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
The following table sets forth certain information regarding the exercise of
stock Options during the fiscal year ended June 30, 1997 and the fiscal year
ended value of unexercised options for the Company's named executive officers.
<TABLE>
<CAPTION>
Shares Value Value of Unexercised
Acquired on Realized Number of Unexercised In-the-money Options at
Name Exercise ($) Options at Fiscal Year-End Fiscal Year End (1)
- ---------------- ----------- -------- -------------------------- -----------------------
<S> <C> <C> <C> <C>
Edward C. Levine -0- $0 750,000 $188,000
Jeffrey P. Nelson 180,000 $0 700,000 $205,000
Jarema S. Rakoczy 40,000 $0 310,000 $117,000
Erich W. Augustin 20,000 $0 475,000 $110,500
- --------------
Notes:(1) Calculated based on the excess of the closing market price of the
Company's Common Stock as reported on the NASDAQ Stock market on June 30, 1997
($0.75) over the option exercise price.
</TABLE>
Security Ownership of Certain Beneficial Owners and Management
The following table indicates as of May 18, 1998 the number of shares of
the Company's Stock beneficially owned by (i) each Officer and Director, (ii)
each 5% stockholder of the Company's Stock known to the Company, and (iii)
all Officers and Directors as a group:
<TABLE>
<CAPTION>
Class Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- ----------------- ----------------- -------------------- ----------
<S> <C> <C> <C>
Common Edward C. Levine 538,826 - Direct 1.81%
450 West 31st Street
New York, NY 10001
Common Jeffrey P. Nelson 460,000 - Direct 1.54%
450 West 31st Street
New York, NY 10001
Common Jarema S. Rakoczy 448,000 - Direct 1.50%
450 West 31st Street
New York, NY 10001
Common Erich W. Augustin 231,000 - Direct .77%
450 West 31st Street
New York, NY 10001
Common Wynne B. Stern, Jr. 656,000 - Direct 2.20%
450 West 31st Street
New York, NY 10001
Common Louis Evan Teichholz 296,000 - Direct .99%
450 West 31st Street
New York, NY 10001
Common All Directors and 2,629,826 - Direct 8.81%
Officers as a group
(6 persons)
</TABLE>
Certain Transactions
During April and May of 1995, for services rendered or to be rendered,
the Company authorized the issuance of, and thereafter issued, warrants to
purchase shares of its Common Stock as follows: Edward C. Levine, 250,000
warrants; Jeffrey P. Nelson, 200,000 warrants; Erich W. Augustin, 150,000
warrants; and Jarema S. Rakoczy, 100,000 warrants. In addition thereto, the
Company extended the date for the exercise of outstanding warrants from
November 1995 until November 1997: for Edward C. Levine for 300,000 warrants,
for Jeffrey P. Nelson for 250,000 warrants, Erich W. Augustin, 75,000
warrants; and for Jarema S. Rakoczy for 150,000 warrants, and changed the
exercise price for 60,000 warrants previously issued to Edward C. Levine
expiring on June 30, 1997 from $1 per share to $.50 per share.
On July 25, 1996, for services rendered or to be rendered, the Company
authorized the issuance of, and thereafter issued, warrants to purchase shares
of its Common Stock as follows: Edward C. Levine, 200,000 warrants; Jeffrey P.
Nelson, 150,000 warrants; Erich W. Augustin, 150,000 warrants; and Jarema S.
Rakoczy, 60,000 warrants.
On January 15, 1997, for services rendered or to be rendered, the Company
authorized the issuance of, and thereafter issued, warrants to purchase shares
of its Common Stock as follows: Edward C. Levine, 150,000 warrants; Jeffrey P.
Nelson, 100,000 warrants; and Erich W. Augustin, 100,000 warrants.
On March 9, 1998, for services rendered or to be rendered, the Company
authorized the issuance of, and thereafter issued, warrants to purchase
shares of its Common Stock as follows: Edward C. Levine, 200,000 warrants;
Jeffrey P. Nelson, 150,000 warrants; Erich W. Augustin, 150,000 warrants;
and Jarema S. Rakoczy, 40,000 warrants.
PROPOSAL TWO: RATIFICATION OF AUDITORS
The firm of Dalessio, Millner & Leben has been appointed by management
to be engaged as independent auditors to the Company. Dalessio, Millner &
Leben has served as the Company's auditors since 1991. It is the intention of
the persons named as Proxies in the enclosed form of Proxy to vote all duly
executed Proxies for the appointment of Dalessio, Millner & Leben as auditors
for the current fiscal year, unless the Proxy has been voted against
appointment. If the appointment of Dalessio, Millner & Leben is not approved,
or if that firm shall decline to act as the Company's auditors, or their
employment is otherwise discontinued, the Board will appoint other
independent auditors. Representatives of Dalessio, Millner & Leben are not
expected to be present at the Annual Meeting, and therefore will not be
available to answer questions.
The Board recommends a vote FOR this proposal.
OTHER MATTERS
The Board of the Company knows of no other business constituting a
proper subject for action by Stockholders which will be presented for
consideration at the Annual Meeting, other than the business set forth in this
Proxy Statement. However, should any other business come before the meeting,
the persons named as Proxies will vote in accordance with their best judgment.
Proposals of Stockholders intended to be presented to the 1999 Annual
Meeting of Stockholders must be received by the Secretary of the Company on
or before September 1, 1998 to be considered for inclusion in the Proxy
materials for that meeting. In addition, the By-laws of the Company contain
requirements relating to the timing and content of the notice which Stockholders
must provide to the Secretary of the Company for any matter to be properly
presented at a Stockholders meeting.
BY ORDER OF THE BOARD OF DIRECTORS
New York, New York
May 26, 1998
OCG TECHNOLOGY, INC.
Proxy for Annual Meeting of Stockholders
(This Proxy is solicited on behalf of the Board of Directors)
The undersigned hereby appoints Edward C. Levine, Wynne B. Stern, Jr., and
Michael G. Eckstein, severally, Proxies, with power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Stockholders
to be held at 410 Park Avenue, 5th Floor, New York, N.Y. 10022 on Tuesday, June
23, 1998 at 10:30 A.M. local time and at any adjournment thereof.
1. The election of Directors:
FOR all nominees listed (except as written below) [ ]
WITHHOLD AUTHORITY to vote for all nominees [ ]
Edward C. Levine, Jeffrey P. Nelson, Jarema S. Rakoczy, Erich W. Augustin,
Louis Evan Teichholz, M.D., Wynne B. Stern, Jr.
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the following space:
____________________________________________________________________________
2. To ratify the appointment of Dalessio, Millner & Leben as auditors for
the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Any such other business as may properly come before said meeting, hereby
revoking any prior proxy or proxies.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS IN THIS PROXY. IF NOT OTHERWISE SPECIFIED, THIS PROXY IS TO
BE VOTED IN FAVOR OF THE NOMINEES FOR THE ELECTION OF DIRECTORS PROPOSED IN
ITEM I AND IN FAVOR OF ITEM 2.
Dated:...................................
Signed:...................................
Signed:...................................
Executors, administrators, trustees, etc.
should give full title. For joint accounts,
each owner should sign. For corporate
signatures, seal should he affixed.
PLEASE RETURN THIS PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
