OPT-SCIENCES CORPORATION
1912 Bannard Street
Post Office Box 221
Riverton, New Jersey 08077-0221
(609) 829-2800
Notice of Annual Meeting of Shareholders
To Be Held on March 24, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
OPT-SCIENCES CORPORATION (the "Company"), will be held at 2:00
p.m. (EST) on Tuesday, March 24, 1998 at the offices of Kania,
Lindner, Lasak and Feeney, Suite 525, Two Bala Plaza, 333 City
Avenue, Bala Cynwyd, PA 19004 to consider and act upon the
following matters:
(1) To elect three directors to serve until the next Annual
Meeting and until their successors have been elected and
qualified;
(2) To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record on the books of the Company at
the close of business on February 6, 1998 will be entitled to
notice of and vote at the meeting or any adjournment thereof.
The Annual Report of the Company for the year ended November
1, 1997 is enclosed herewith.
By Order of the Board of Directors
Anderson L. McCabe, President
March 6, 1998
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
Management Information Statement
of Opt-Sciences Corporation
For Annual Meeting of Shareholders
To be held March 24, 1998
This statement is furnished in connection with matters to be
voted at the Annual Meeting of Shareholders of Opt-Sciences
Corporation (the "Company") to be held at 2:00 p.m. (EST) on
Tuesday, March 24, 1998 at the offices of Kania, Lindner, Lasak
and Feeney, Suite 525, Two Bala Plaza, 333 City Avenue, Bala
Cynwyd, PA 19004, and at any and all adjournments with respect to
the matters referred to in the accompanying notice
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
VOTING SECURITIES AND RECORD DATE
The Common Stock ($.25 par value) is the only outstanding
class of voting securities. Holders of record at the close of
business of February 6, 1998 are entitled to notice of the meeting
and to vote at the meeting or any adjournment thereof. At the
close of business on February 6, 1998, 776,015 shares of Common
Stock were issued, outstanding, and entitled to vote. The holders
of Common Stock will vote as one class at the meeting of the
Shareholders. Each share of Common Stock entitles the holder at
the record date to one vote at the meeting.
PRINCIPAL SHAREHOLDERS AND QUORUM
A Trust for the benefit of the children of Arthur J., Kania
owns 510,853 shares (66% of the outstanding shares). No other
person is known by Management to own of record or beneficially
more than 5% of the outstanding shares of the Company.
A majority of the outstanding shares of the Common Stock of
the Company, represented in person or by proxy, shall constitute a
quorum at the meeting, and since there is no provision for
cumulative voting, only the affirmative vote of the majority of
the shares represented at the Meeting is required to elect
Directors and approve such other matters to be considered by the
Shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Directors (all of whom are nominees):
Name and Address of Amount of Percentage of
Beneficial Owner Beneficial Ownership Voting
Securities
Anderson L. McCabe 0(1) 0(1)
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077
Arthur J. Kania 23,723(1) 3%(1)
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Arthur J. Kania, Jr. 0(1) 0(1)
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Holders of 5% or More of Voting Securities
Allen Speiser, Trustee 510,853 66%
Arthur John Kania Trust
Suite 525, Two Bala Plaza
333 City Avenue
Bala Cynwyd, PA 19004
1. Excludes 510,853 shares (66% of the outstanding shares) owned
by a Trust for the benefit of Arthur J. Kania's children. Mr.
Kania disclaims beneficial ownership in all such shares. Mr.
McCabe, husband of a beneficiary of the trust, disclaims
beneficial ownership in all such shares. Arthur J. Kania, Jr., a
son of Arthur J. Kania, is a beneficiary of the aforementioned
trust, but has no power to vote such shares in said trust and is
not a beneficial owner under the applicable rules.
MATTERS TO BE ACTED UPON
Election of Directors
Three directors are to be elected at the Annual Meeting and
those persons elected will hold office until the next Annual
Meeting of Shareholders and until their successors have been
elected and qualified. The by-laws provide that the Board of
Directors shall consist of no more than five members, with the
actual number to be established by resolution of the Board of
Directors. The current Board of Directors has by resolution
established the number of directors at three.
Any vacancy that occurs during the year may be filled by a
majority vote of the Board of Directors without any further
shareholder action. The vacancy may be filled for the remainder
of the term, which is until the next Annual Meeting. There is no
reason to believe that any nominee will be unable to serve if
elected, and to the knowledge of Management all nominees intend to
serve the entire term for which election is sought.
Nominees(Age) Positions with Company; Year
Principal Occupation and First
Business Experience Became
During Past Five Years; Director
Other Directorships(1) of Company
Anderson L. Director of the Company; 1987
McCabe (42) President of the Company
from 1/1/86 to present.
Arthur J. Director and Secretary 1977
Kania (66) of the Company;
Principal of Trikan Associates
(real estate management-
investment firm); Partner of Kania,
Lindner, Lasak and Feeney (law firm);
Director of Prime Bancorp, Inc.
and Piasecki Aircraft Corporation.
Arthur J. Director of the Company; 1987
Kania, Jr (42) Principal of Trikan
Associates (management
and planning services);
Vice-President of Newtown
Street Road Associates
(real estate ownership
and management).
1.This column lists directorships held in any company with a class
of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Sections
15(d) of that Act or any company registered as an investment
company under the Investment Company Act of 1940. This column
does not include directorships held with any of the Company's
subsidiaries.
INFORMATION REGARDING EXECUTIVE OFFICERS
Anderson L. McCabe, 42 years old, is President and Chief
Executive Officer of the Company and its manufacturing subsidiary.
He graduated from the University of South Carolina in 1977 and
received a B.S. in Chemical Engineering. From 1977 to 1985, he
was employed by United Engineers and Constructors, Inc., a
subsidiary of Raytheon Corporation as Process Engineer with
managerial responsibilities. In 1986 he became president of the
Company. He is a registered professional engineer.
Arthur J. Kania, 66 years old, is the Secretary-Treasurer of
the Company, and a Director since 1977. He is not active in the
day-to-day operations of the Company or its manufacturing
subsidiary. Mr. Kania's principal occupations in the past five
years have been as Principal of Tri-Kan Associates (corporate
development and planning); and as a partner of the law firm of
Kania, Lindner, Lasak and Feeney.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the most recent fiscal year, the Board of Directors
held two meetings, both of which were attended by all Directors.
There are no separate committees of the Board of Directors.
Management does not know of any Company transaction in which any
nominee for Director or any Officer had a direct or indirect
material interest other than that reflected in this information
statement.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth on an accrual basis for
the fiscal years shown, the remuneration of the sale compensated
executive officer of the Company.
Summary Compensation Table
(a) (b) (c) (d)
Name and Principal
Position Year Salary Bonus
Anderson L. McCabe 1997 65,000 32,500
President, Director 1996 60,400 31,250
1995 50,000 14,999
Each Director received $2500 in direct compensation for acting in
that capacity during fiscal year 1997.
There are no outstanding options, warrants or rights of any
Officer and/or Director to purchase any of the Company's
securities; the Company does not have a long term Compensation
Plan.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During fiscal 1997, the Company incurred legal fees of
$10,000 to the firm of Kania, Lindner, Lasak and Feeney, of which
Mr. Arthur J. Kania is the senior partner.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Mayer, Shanzer & Mayer, P.C. and its predecessors have acted
as independent certified public accountants for the Company since
1968. No change is presently contemplated. The Company has been
advised that neither that accounting firm nor any shareholder
thereof has any direct financial interest or any material indirect
interest in the Company. A representative of Mayer, Shanzer &
Mayer, P.C. will be present and available for questioning at the
Meeting and will have an opportunity to make a statement at that
time.
ANNUAL REPORT AND FORM 10-KSB
The 1997 Annual Report of the Company, which includes
financial statements for the fiscal year ended November 1, 1997,
accompanies the information statement.
Upon the written request of any person who on the record date
was a record owner of the Company's Common Stock, or who
represents in good faith that he was on such date, a beneficial
owner of such stock entitled to vote at the Annual Meeting, the
Company will send to such person, without charge, a copy of its
Annual Report on Form 10-KSB for fiscal year 1997 as filed with
Securities and Exchange Commission. Requests for this report
should be directed to Anderson L. McCabe, President, Opt-Sciences
Corporation, 1912 Bannard Street, Post Office Box 221, Riverton,
New Jersey, 08077-0221.
STOCKHOLDER PROPOSALS
Any qualified Shareholder desiring to have his proposal
included on the Company's proxy materials for the annual meeting
to be held in 1998 must submit such proposal in writing to the
Company no later than September 30, 1998.
OTHER MATTERS
Management does not know of any other matters which are
likely to be brought before the 1998 Annual Meeting. However, in
the event that any other matters properly come before the 1998
Annual Meeting, they will be acted upon accordingly.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
Anderson L. McCabe
President
