SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM lO-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 1, 1997
[ ] TRANSITION REPORT UNDERSECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-1455
OPT-SCIENCES CORPORATION
(Name of small business issuer in its charter)
NEW JERSEY 21-0681502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 221, 1912 Bannard Street, Riverton, New Jersey 08077
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including Area Code: (609)829-2800
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.25 par value per share
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 9O days.
YES X NO
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB (X)
State issuer's revenues for its most recent fiscal year: $3,770,000.
The aggregate market value of the 243,139 common shares held by non-affiliates
of the registrant, computed by reference to the average bid and asked price of
such equity as of December 30, 1997, was approximately $1,277,000.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: 776,115 shares of Common Stock
as of December 31, 1997.
Documents Incorporated by Reference
Notice of the 1998 Annual Meeting of Shareholders to be held in March,
1998 and related Information Statement which are to be filed are incorporated
by reference into Items 9 through 12 of Part
III.
Transitional Small Business Disclosure Format
Yes No X
TABLE OF CONTENTS
FORM lO-KSB ANNUAL REPORT -- FISCAL YEAR 1997
OPT-SCIENCES CORPORATION AND SUBSIDIARY
PART I
PAGE
Item 1.Description of Business . . . . . . . . . . . . . 4
Item 2.Description of Property. . . . . . . . . . . . . . 5
Item 3.Legal Proceedings . . . . . . . . . . . . . . . . 5
Item 4.Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . 5
PART II
Item 5.Market for Common Equity and
Related Stockholder Matters . . . . . . . . . . . 6
Item 6.Management's Discussion and Analysis or Plan of
Operation. . . . . . . . . . . . . . . . . . . . .6
Item 7.Financial Statements . . . . . . . . . . . . . . .7
Item 8.Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . 7
PART III
Item 9.Directors, Executive Officers,Promotors and
Control Persons; Compliance with Section 16(a)
of the Exchange Act . . . . . . . . . . . . . . 7
Item lO.Executive Compensation . . . . . . . . . . . . . 7
Item 11.Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . 7
Item 12.Certain Relationships and Related Transactions . 7
PART IV
Item 13.Exhibits and Reports on Form 8-K . . . . . . . . 7
Signatures . . . . . . . . . . . . . . . . . . . . . . . 55
PART I
Item 1. Description of Business
OPT-Sciences Corporation (the "Company"), through its wholly-owned
operating subsidiary, O&S Research, Inc., is engaged principally in the
cutting, grinding, polishing, coating and painting of glass lenses and glass
for flat panel displays utilized in the custom fabrication of components for
aircraft instrument panels. Principal revenues and income are derived from
this business with no other line of business accounting for 15% or more of
revenues and income under applicable criteria. The Company sells its products
throughout the United States, principally to prime contractors in the aerospace
industry. The Company conducts its manufacturing operations at facilities in
the Riverton, New Jersey area.
The business is labor intensive. As of November 1, 1997, the Company and
its operating subsidiary employed 48 persons, an increase of 6 from the
preceding year. This number may increase further in Fiscal 1998. The demand
for new commercial aircraft is very strong at the present time and this has led
to aircraft manufacturers increasing orders for flat panel displays of the type
which the Company manufactures, thus resulting in a build up in demand for the
Company's products. Overall labor relations with the employees are
satisfactory. None of its employees is represented by a labor union. The
Company is subject to the federal minimum wage and hour laws and provides
various routine employee benefits, such as life and health insurance. The
Company does not maintain any qualified pension or profit sharing plan for its
employees.
There are many companies in the United States and overseas which compete
against the Company in its manufacture and coating of glass lenses and glass
for flat panel displays for aircraft. There are presently a number of
competitors of the Company, which are as large as or larger than the Company
and have greater financial resources than the Company. The principal methods
of competition in this industry are price, product quality, delivery date
controls, and other customer services. The Company's quality control
inspection of all its products before shipment to customers has resulted in a
high level of customer satisfaction. Especially important to the Company's
business is its ability to manufacture optical thin film coatings for glass
lenses and glass instruments used on cathode ray tubes (CRTs) and liquid
crystal displays (LCDs). In addition, the Company has gained considerable
visibility as an approved vendor to supply avionic display glass for many
aerospace instrument manufacturers. Its glass lenses are used on all types of
applications from handheld scanners to the avionic displays used on the space
shuttle.
The Company's products are sold domestically and abroad primarily by the
Company's President and other management personnel. Three aerospace instrument
manufacturers constituted approximately 80% of total sales in Fiscal 1997. New
technology has reduced dependence on the Company's glass for electro-mechanical
instruments, which is declining in significance as a Company product. The
Company now coats more glass for CRTs and LCDs which its customers are using
in lieu of electro-mechanical lenses.
Based on current projections, sales and earnings are expected to increase
moderately in Fiscal 1998. The Company's development of new specialty coatings
used on high performance CRTs and LCDs and its penetration into commercial flat
panel display markets is expected to increase sales in Fiscal 1998.
Foreign sales for Fiscal l997 constituted approximately 3% of sales. This
represents a decline from 6% in the prior year. Management attributes the
decline to the effect of a strong dollar and weaker economies in the foreign
markets where the Company's products are sold. The Company does not expect
significant changes in Fiscal 1998.
The Company had a backlog of orders totalling $1,200,000 at the end of
Fiscal l997. This represented a 33% increase from $900,000 at the end of
Fiscal l996. Since the manufacturing cycle for the Company is generally less
than one year, most of the backlog registered at the end of the fiscal year is
expected to be completed during Fiscal 1998.
The Company believes it is in substantial compliance with all federal,
state and local regulations controlling the discharge of materials into the
environment or otherwise protecting the environment. There has been no material
effect on the Company's capital expenditures, earnings or competitive position
due to compliance with such regulations. The Company is subject to the
Occupational Safety and Health Act and believes it is in substantial compliance
with such Act and the regulations thereunder.
Certain of the matters discussed above contain forward-looking statements
that involve risks and uncertainties. Although the Company believes that the
assumptions accompanying such forward-looking statements are reasonable, the
Company cannot give any assurance that expected results will occur. A
significant variation between actual results and any of such assumptions may
cause actual results to differ materially from expectations.
Item 2. Description of Property
Operations are conducted at the principal office and manufacturing
facility located in the East Riverton Section of Cinnaminson, New Jersey. This
property is owned by the Company's operating subsidiary in fee simple, and the
property is not encumbered by any lien or mortgage. The facility is constructed
of cinderblock and masonry construction appropriate to its size and use and
contains approximately ll,OOO square feet of manufacturing space. The
Company's operating subsidiary also owns and utilizes
a building containing 5,000 square feet of warehouse and 3,000 square feet of
manufacturing space on premises adjacent to the main manufacturing facility.
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Common Equity and Related Security Holder Matters
There is no established public trading market for the Company's shares.
Only limited and sporadic quotations are available. Subject to the foregoing
qualification, the following table sets forth the range of bid and asked
quotations, for the calendar quarter indicated, as recorded by the National
Quotation Bureau, Inc. and reflects inter-dealer prices, without retail mark
up, mark down or commission and may not necessarily represent actual
transactions.
Fiscal 1996 Bid Asked
First Quarter $2.75 - 2.75 $3.75 - 3.75
Second Quarter 2.75 - 3.50 3.50 - 5.00
Third Quarter 3.50 - 3.75 5.00 - 5.75
Fourth Quarter 3.75 - 4.00 -- - --
Fiscal 1997 Bid Asked
First Quarter $4.00 $6.50
Second Quarter 4.25 - 4.75 8.25
Third Quarter 4.75 7.00
Fourth Quarter 4.75 7.00
The Company had 1,023 shareholders of record of its Common Stock as of
December 31, 1997.
Distributions
No distribution was made to shareholders in l996 or 1997 and the Board of
Directors has taken no action to provide for distributions during 1998.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
LIQUIDITY AND CAPITAL RESOURCES.
As a result of the Company's relatively strong cash position, the Company
has sufficient liquidity to fund its contemplated capital and operating
activities through Fiscal 1998. The Company also anticipates earnings in
Fiscal 1998 which will further assure the Company's ability to meet its capital
expenditure requirements.
RESULTS OF OPERATIONS.
Fiscal Year 1997
Fiscal 1997 was a record year for the Company. Sales increased by almost
40% and net operating income increased by 73%, both higher than predicted last
year. The increase was due in large part to a new NASA contract and an
aircraft market that is continuing to expand. During Fiscal 1997 the Company
started deliveries on a contract for supplying anti-glare faceplates for the
space shuttle avionics upgrade program. In addition, the Company continues to
be the lead supplier for the anti-glare panels for the flat panel displays on
the Boeing 777, 737-700/800 and the new 717. Both programs made a significant
contribution towards the Company's increased sales last year. Other sources of
income remained comparable to Fiscal 1996.
The Company continued to expand its manufacturing facilities last year and
expects to continue doing so in Fiscal 1998. A new thinfilm coating unit was
put on order and is expected to be online by the middle of the second quarter
in Fiscal 1998. The Company also plans to install additional CNC machining
centers to provide greater productivity and flexibility in manufacturing of
the glass products offered by the Company. These steps, along with other
planned equipment acquisitions this year, will provide the Company with a more
competitive position by reducing leadtimes and manufacturing costs.
Fiscal Years 1996 and 1995
Fiscal 1996 ended with net sales increasing by 36% from fiscal year 1995
and profits increased by 120% as a result of increased volumes of profitable
business utilizing existing production capacity. Other sources of income
remained comparable to 1995.
Fiscal 1995 ended with net sales increasing significantly from the prior
year, the first two quarters of which suffered from a weak market, strong price
competition, depressed prices and reduced profit margins for many of the
Company's products.
There were no significant changes in machinery, material and depreciation
accounts during Fiscal 1995 and 1996, other than certain improvements to the
operating facilities in Fiscal Year 1996.
INFLATION
During the three year period that ended on November 1, 1997, inflation did
not have a material effect on the Company's operating results.
Item 7. Financial Statements
The Consolidated Financial Statements, the notes thereto, and the report
thereon by Mayer, Shanzer & Mayer, P.C. dated January 6, 1998, are filed as
part of this report below under Item 13.
Item 8. Changes in and Disagreements With Accountants onAccounting and
Financial Disclosure
Not applicable.
PART III
The information required by Part III (Items 9, 10, 11 and 12) are
incorporated by reference from the Company's definitive Information Statement
to be filed in accordance with 240.14c-101, Schedule 14C.
PART IV
Item 13. Exhibits and Reports on Form 8-KSB
(a) Financial Statements, Schedules and Exhibits
1. Financial Statements and Schedules
See Index to Consolidated Financial Statements and
Schedules on page 10.
2. Exhibits:
3. Articles of Incorporation and By-Laws -
See page 22 below
21. List of Subsidiaries -
See page 54 below
TABLE OF CONTENTS
Independent Auditor's Report 11
Consolidated Balance Sheets 12 - 13
Consolidated Statements of Earnings 14
Consolidated Statements of Stockholders'
Equity 15
Consolidated Statements of Cash Flows 16 - 17
Notes to Consolidated Financial Statements 18 - 21
INDEPENDENT AUDITOR'S REPORT
To Stockholders and Board of Directors
OPT-Sciences Corporation
We have audited the accompanying consolidated balance sheets of
OPT-Sciences Corporation and Subsidiary as of November 1, 1997
and October 26, 1996 and the related consolidated statements of
earnings and stockholders' equity and cash flows for each of the
fiscal years in the two year period ended November 1, 1997 (52
weeks). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opin-
ion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated finan-
cial position of OPT-Sciences Corporation and Subsidiary as of
November 1, 1997 and October 26, 1996, and the consolidated
results of their operations and their cash flows for each of the
fiscal years in the two year period ended November 1, 1997 in
conformity with generally accepted accounting principles.
MAYER, SHANZER & MAYER, P.C.
A Professional Corporation
January 6, 1998
OPT-Sciences Corporation and Subsidiary
CONSOLIDATED BALANCE SHEETS
ASSETS
November 1, October 26,
1997 1996
CURRENT ASSETS
Cash and cash equivalents $2,981,027 $2,557,251
Trade accounts receivable-net 903,496 480,178
Inventories 322,707 219,606
Prepaid expenses 28,992 25,938
Marketable securities 375,489 560,962
Total current assets 4,611,711 3,843,935
PROPERTY AND EQUIPMENT
Land 114,006 114,006
Building and improvements 335,845 304,044
Machinery and equipment 598,607 594,783
Small tools 53,580 53,580
Furniture and fixtures 8,048 8,048
Office equipment 40,990 35,615
Automobiles 42,336 30,315
Total property and
equipment 1,193,412 1,140,391
Less accumulated depreciation 775,441 747,340
Net property and
equipment 417,971 393,051
Total assets $5,029,682 $4,236,986
OPT-Sciences Corporation and Subsidiary
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
November 1, October 26,
1997 1996
CURRENT LIABILITIES
Accounts payable - trade $ 76,267 $ 43,760
Accrued income taxes 146,210 151,050
Other current liabilities 283,211 203,779
Total current liabilities 505,688 398,589
STOCKHOLDERS' EQUITY
Common capital stock - par value
$0.25 per share - authorized
and issued 1,000,000 shares 250,000 250,000
Additional paid in capital 272,695 272,695
Retained earnings 4,155,972 3,481,639
Net unrealized gains
on marketable securities 32,545 20,451
Less treasury stock at cost -
224,415 and 223,885 shares,
respectively ( 187,218) ( 186,388)
Total stockholders' equity 4,523,994 3,838,397
Total liabilities and
stockholders' equity $5,029,682 $4,236,986
OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF EARNINGS
Fiscal Year Ended
November 1, October 26,
1997 1996
(52 Weeks) (52 Weeks)
NET SALES $3,618,299 $2,593,297
COST OF SALES 2,195,422 1,638,401
Gross profit on sales 1,422,877 954,896
OPERATING EXPENSES
Sales and delivery 25,574 18,831
General and administrative 443,427 384,775
Total operating expenses 469,001 403,606
Operating income 953,876 551,290
OTHER INCOME 152,127 137,445
Net income before taxes 1,106,003 688,735
FEDERAL AND STATE
INCOME TAXES 431,670 285,425
Net income $ 674,333 $ 403,310
EARNINGS PER SHARE OF
COMMON STOCK .87 .52
Weighted average
number of shares 775,625 776,215
OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
November 1, 1997 and October 26, 1996
Reserve for
net unrealized
gains or
losses on
Common Paid -In Retained equity Treasury Stock
Stock Capital Earnings securities Cost Shares
Balance - October
28, 1995 250,000 272,695 3,078,329 14,588 (185,825) 223,516
Net income for
the fiscal year
ended October 26,
1996 403,310 5,863
Correction of number
of treasury stock
shares (per confirm) ( 6)
Purchase of
treasury stock ( 563) 375
Balance - October
26, 1996 250,000 272,695 3,481,639 20,451 (186,388) 223,885
Net income for
the fiscal year
ended November 1,
1997 674,333
Purchase of
treasury stock 12,094 ( 830) 530
Balance - November
1, 1997 $250,000 $272,695 $4,155,972 $32,545 $(187,218) 224,415
OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended
November 1, October 26,
1997 1996
(52 Weeks) (52 Weeks)
Cash flows from
operating activities
Net earnings $674,333 $403,310
Adjustments to reconcile
net earnings to net cash
provided by operating activities:
Depreciation and
Amortization 44,022 37,995
(Gain) on sale of
securities ( 7,833) ( 2,657)
Decrease (increase) in
Accounts receivable ( 423,318) ( 177,787)
Inventories ( 103,101) ( 52,367)
Prepaid expenses ( 3,054) ( 750)
(Decrease) increase in
Accounts payable 32,507 ( 6,801)
Accrued income taxes ( 4,840) 101,508
Other current liabilities 79,432 93,837
Net cash provided by
operating activities 288,148 396,288
Cash flows from
investment activities:
Additions to property
and equipment ( 68,941) ( 88,934)
Purchases of available for
sale securities ( 125,062) ( 387,780)
Proceeds from sales
of securities 330,461 9,966
Net cash used by
investing activities 136,458 ( 466,748)
OPT-Sciences Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended
November 1, October 26,
1997 1996
(52 Weeks) (52 Weeks)
Cash flows from
financing activities:
Purchases of treasury stock ( 830) ( 563)
Net cash used in
financing activities ( 830) ( 563)
(Decrease) increase in cash 423,776 ( 71,023)
Cash and cash equivalents
at beginning of year 2,557,251 2,628,274
Cash and cash equivalents
at end of year $2,981,027 $2,557,251
Supplemental disclosures of
cash flow information
Cash paid during
the year for:
Interest paid $ -0- $ -0-
Income taxes paid $ 436,448 $ 183,979
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 1, 1997 and October 26, 1996
NOTE 1 - Summary of Significant Accounting Policies
Principles of consolidation
The consolidated financial statements include the
accounts of OPT-Sciences Corporation and its wholly
owned subsidiary. All significant intercompany ac-
counts and transactions have been eliminated. Certain
prior year amounts have been reclassified to conform to
the current year's classifications.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of revenues and expenses during the reporting
period. Actual results could differ from those esti-
mates.
Cash and Cash Equivalents
The Company considers certificates of deposit and debt
securities purchased with a maturity of three months or
less to be cash equivalents.
Line of Business and Credit Concentration
The Company, through its wholly owned subsidiary, is
engaged in grinding, polishing, coating and painting of
optical glass for the custom fabrication of precision
optical components for aircraft instruments. The
Company grants credit to companies within the aerospace
industry.
Accounts Receivable
Bad debts are charged to operations in the year in
which the account is determined to be uncollectible.
If the allowance method for uncollectible accounts were
used it would not have a material effect on the finan-
cial statements
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 1, 1997 and October 26, 1996
Inventories
Raw materials are stated at the lower of average cost
or market. Work in process and finished goods are
stated at accumulated cost of raw material, labor and
overhead, or market, whichever is lower. Market is net
realizable value.
Marketable Securities
Marketable securities consist of debt and equity secu-
rities and mutual funds. Equity securities include
both common and preferred stock.
The Company's investment securities are classified as
"available-for-sale". Accordingly, unrealized gains
and losses and the related deferred income tax effects
when material, are excluded from earnings and reported
in a separate component of stockholders' equity.
Realized gains or losses are computed based on specific
identification of the securities sold.
Property and Equipment
Property and equipment are comprised of land, building
and improvements, machinery and equipment, small tools,
furniture and fixtures, office equipment and automo-
biles. These assets are recorded at cost.
Depreciation for financial statement purposes is calcu-
lated over estimated useful lives of three to twenty-
five years, using the straight-line method.
Maintenance and repairs are charged to expense as
incurred.
Income Taxes
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.
Earnings per Common Share
Earnings per common share were computed by dividing net
income by the weighted average number of common shares
outstanding.
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 1, 1997 and October 26, 1996
NOTE 2 - Inventories
Inventories consisted of the following:
November 1, October 26,
1997 1996
Finished Goods $ 57,582 $ 47,760
Raw materials and
supplies 17,619 32,506
Work in process 247,506 139,340
$322,707 $219,606
NOTE 3 - Marketable Securities
Marketable securities consisted of the following at
November 1, 1997 and October 26, 1996.
1997 1996
Common stock $ 4,116 $ 4,088
Preferred stock 326,280 218,837
Corporate bonds 45,092 31,232
Unit investment trusts -0- 11,586
U.S. treasury bills -0- 295,219
$375,488 $560,962
The following is an analysis of marketable securities
available for sale at November 1, 1997 and October 26,
1996.
1997 1996
Amortized cost basis $342,943 $540,511
Gross unrealized gains 32,545 20,451
Gross unrealized losses -0- -0-
$375,488 $560,962
Sales of securities available for sale during the years
ended November 1, 1997 and October 26, 1996 were as
follows:
1997 1996
Proceeds from sales $330,461 $ 9,966
Gross realized gains $ 7,833 $ 2,657
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 1, 1997 and October 26, 1996
NOTE 4 - Income Taxes
The provision for income taxes based on earnings re-
ported in the financial statements is as follows:
Current Tax Expense November 1, October 26,
1997 1996
Federal $334,309 $220,860
State 97,361 64,565
Total $431,670 $285,425
The Company has no deferred tax liabilities. The de-
ferred tax asset of $13,800 resulting from capital loss
carryforwards of $69,088 was reduced by a valuation
allowance of $13,800. The Company does not believe
that it is likely that it will generate sufficient
capital gains within the appropriate time period to
offset those capital losses.
NOTE 5 - Major Customers
Two customers accounted for approximately $1,976,100
and $776,900 of net sales during the year ended Novem-
ber 1, 1997 and approximately $800,200 and $694,200 of
net sales during the year ended October 26, 1996. The
amount due from these customers, included in trade
accounts receivable, was approximately $724,600 for the
year ended November 1, 1997 and $326,500 for the year
ended October 26, 1996.
NOTE 6 - Concentration of Credit Risk of Financial instruments
The Company has various demand and time deposits with
three financial institutions where the amount of the
deposits exceed the federal insurance limits of the
institution on such deposits. The maximum amount of
accounting loss that would be incurred if an individual
or group that makes up the concentration of the depos-
its failed completely to perform according to the terms
of the deposit was $2,221,983 at November 1, 1997 and
$2,018,724 at October 26, 1996.
Articles of Incorporation and
By-Laws
TEMPERATURE ENGINEERING CORPORATION
CERTIFICATE OF INCORPORATION
WE, THE UNDERSIGNED, in order to form a corporation for the purposes
hereafter stated, under and pursuant to the provisions of the Revised Statutes
of New Jersey, Title 14, Corporations, General, do hereby certify as follows:
I. The corporate name is TEMPERATURE ENGINEERING CORPORATION.
II. The registered office of the corporation is Union Landing Road & U.
S. 130, Riverton, Burlington County, New Jersey, and Sidney H. Perlman is
designated as the statutory agent therein, in charge thereof, and upon whom
process against the corporation may be served.
III. The objects for which the corporation is established are primarily:
To design, develop, manufacture, build, process, fabricate,
assemble, sub-assemble, stamp, finish, buy, sell, distribute, install, repair,
trade and deal in and with equipment, apparatus, appliances and devices of all
kinds involving controlled or regulated temperatures and all tools, dies,
stampings, machinery, processes, parts and commodities relating thereto, as
well as electrical, electronic and mechanical articles and other products of
every description manufactured from metal, wood and plastics.
To acquire by purchase, lease or otherwise, hold, own, use, operate, sell,
deal in and otherwise turn to account any real estate, buildings, machinery,
equipment or articles of merchandise of every class and description.
As subsidiary to and in connection with the foregoing from time to time
the corporation may:
Manufacture, purchase or otherwise acquire goods, wares, merchandise and
personal property of every class and description, and hold, own, mortgage, sell
or otherwise dispose of, trade, deal in and deal with the same.
Acquire and undertake the good-will, property, rights, franchises,
contracts and assets of every manner and kind and the liabilities of any
person, firm, association or corporation, either wholly or in part, and pay the
same in cash, stock or bonds of the corporation, or otherwise.
Enter into, make, perform and carry out contracts of every kind and for
any lawful purpose with any person, firm, association or corporation.
Issue bonds, debentures or obligations of the corporation, and at the
option of the corporation to secure the same by mortgage, pledge, deed of trust
or otherwise.
Acquire, hold, use, sell, assign, lease, grant, licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patents, patent rights, licenses and privileges, inventions,
improvements and processes, trade-marks and trade-names, relating to or useful
in connection with any business of the corporation.
Hold, purchase or otherwise acquire, sell, assign, transfer, mortgage,
pledge or otherwise dispose of shares of the capital stock and bonds,
debentures or other evidences of indebtedness created by other corporation or
corporations, and while the holder thereof, exercise all the rights and
privileges of ownership, including the right to vote thereon.
Purchase, hold and reissue the shares of its capital stock, its bonds or
other securities.
Remunerate any person or corporation for services rendered, or to be
rendered, in placing or assisting to place or guaranteeing the placing or
underwriting of any of the shares of stock of the corporation, or any
debentures, bonds or other securities of the corporation, or in or about the
formation or promotion of the corporation, or in the conduct of its business.
With a view to the working and development of the properties of the
corporation, and to effectuate, directly or indirectly, its objects and
purposes, or any of them, the corporation may, in the discretion of the
directors, from time to time carry on any other lawful business, manufacturing
or otherwise, to any extent and in any manner not unlawful.
The corporation may conduct business in the State of New Jersey and
elsewhere, including any of the states, territories, colonies or dependencies
of the United States, the District of Columbia, and any and all foreign
countries, colonies or dependencies of the United States, the District of
Columbia, and any and all foreign countries, have one or more offices therein,
and therein to hold, purchase, mortgage, lease, let, and convey real and
personal property, except as and when forbidden by local laws.
The foregoing clauses shall be construed both as objects and powers, but
no recitation, expression or declaration of specific or special powers or
purposes herein enumerated shall be deemed to be exclusive; but it is hereby
expressly declared that all other lawful powers not inconsistent therewith are
hereby included.
III. The corporation is authorized to issue capital stock to the extent
of Fifteen Hundred (1500) shares, divided into One Thousand (1000) shares of
Preferred Stock of the par value of Fifty Dollars ($50.00) each, and Five
Hundred (500) shares of Common Stock without nominal or par value.
The Preferred Stock may be issued as and when the Board of Directors shall
determine and shall entitle the holder thereof to receive out of the net
earnings, and the Corporation shall be bound to pay, a fixed non-cumulative
dividend at the rate of, but not
exceeding, four per centum per annum, payable annually at the discretion of the
Board of Directors, before any dividend shall be set apart or paid on the
Common Stock.
The holders of the Preferred Stock shall, in case of liquidation or
dissolution of the Corporation, before any amount shall be paid to the Holders
of the Common Stock, be entitled to be paid in full, as to par, and no more.
The Preferred Stock, or any part thereof, at the discretion of the
Corporation, shall be subject to redemption at $52.00 per share at any time
upon 30 days notice to the registered holder thereof.
The voting powers of the stockholders shall be vested exclusively in the
holders of the Common Stock, and the holders of the Preferred Stock, as such,
shall be entitled to no voting powers whatsoever nor shall they be entitled to
notice of any meetings.
The shares of common stock without nominal or par value may be issued from
time to time for such consideration as may be fixed and determined from time to
time by the Board of Directors, and any and all such shares so issued when the
consideration thereof, fixed by the Board of Directors, has been fully paid or
delivered, shall be full paid stock and not liable to any further call or
assessment thereon.
No holders of any class of stock of this Corporation shall have any
preemptive or preferential right of subscription to any shares of any class of
stock of this Corporation, whether now or hereafter authorized, and such stock
may be sold or issued to such person or persons as the Board of Directors may
determine.
IV. The capital stock with which the corporation will commence business is
subscribed by the incorporators as follows:
NUMBER OF SHARES
NAME ADDRESS COMMON
Sidney H. Perlman Union Landing Road & 8
U. S. 130
Riverton, New Jersey
Betty Lee Perlman 3217 Rhawn Street 1
Philadelphia, Penna.
Albert H. Gold 732 Bankers Securities 1
Building
Philadelphia, Penna.
VI. The corporation shall keep as its registered office in this State
the transfer books, in which the transfers of stock shall be registered,
and the stock books, which shall contain the names and addresses of the
stockholders and the number of shares held by them respectively, which
shall at all times during the usual hours for business be open to the
inspection of a stockholder in person with respect to his interest as
such stockholder, or for a purpose germane to his status as such, upon
application in writing to the registered agent of the corporation in
charge of such office and having the custody of said books; but the
registered agent may refuse permission to any stockholder to examine the
same (except as to the entries affecting the shares owned by such
stockholder), unless and until satisfied that such examination and the
information to be acquired thereby are for a legitimate purpose and not
for a purpose hostile to the interest of the corporation or its
individual stockholder, and the determination of the registered agent
shall be final, conclusive and binding upon all stockholders and all
persons claiming under such stockholders.
VII. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors are expressly authorized:
To hold their meetings, to have one or more offices, and to keep the books
of the corporation within or, except as otherwise provided by statute, without
the State of New Jersey, at such places as may from time to time be designated
by them.
To determine from time to time whether, and, if allowed, under what
conditions and regulations the accounts and books of the corporation shall be
open to the inspection of the stockholders, and the stockholders' rights in
this respect are and shall be restricted or limited accordingly, and no
stockholder shall have any right to inspect any account or book or document of
the corporation, except as conferred by statute or authorized by the Board of
Directors or by resolution of the stockholders.
To make, alter, amend and rescind the By-Laws of the corporation, to fix,
determine from time to time and vary the amount to be reserved as working
capital, to determine the time for the declaration and payment and the amount
of each dividend on the stock, to determine and direct the use and disposition
of any surplus or net profits, and to authorize and cause to be executed
mortgages and liens upon the real and personal property of the corporation,
provided always that a majority of the whole Board concur therein.
Pursuant to the affirmative vote of the holders of a majority of the stock
issued and outstanding at a stockholders' meeting duly convened, to sell,
assign, transfer or otherwise dispose of the property, including the franchises
of the corporation as an entirety, provided always that a majority of the whole
Board concur therein.
To appoint additional officers of the corporation, including one or more
vice-presidents, one or more assistant treasurers, and one or more assistant
secretaries; and, to the extent provided in the By-Laws, the persons so
appointed shall have and may exercise all the powers of the president, of the
treasurer and the secretary respectively, provided, however, that all vice
- -presidents shall be chosen from the directors.
By a resolution passed by a majority vote of the whole Board, under
suitable provisions of the By-Laws, to designate two or more of their number to
constitute an Executive Committee, which committee, shall, for the time being,
as provided in said resolution, or in the By-Laws, have and exercise any or all
the powers of the Board of Directors, which may be lawfully delegated, in the
management of the business and affairs of the corporation, and shall have power
to authorize the seal of the corporation to be affixed to all papers which may
require it.
The Board of Directors and the Executive Committee shall, except as
otherwise provided by law, have power to act in the following manner, viz: a
resolution in writing, signed as affirmatively approved by all the members of
the Board of Directors or by all the members of the Executive or other
Committee, and thereafter with original or with duplicated signatures inserted
in the recorded minutes and properly dated, shall be deemed to be
action by such Board or such Committee, as the case may be, to the extent
therein expressed, with the same force and effect as if the same had been duly
passed by the same vote at a regularly convened meeting.
Subject to the foregoing provisions the By-Laws may prescribe the number
of directors to constitute a quorum at their meetings, and such number may be
less than a majority of the whole number.
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate in the manner now or hereafter
prescribed by statute for the amendment of the certificate of incorporation.
IN WITNESS WHEREOF, we have hereunto set our hands and seal this 5th day
of November, 1956.
Sidney H. Perlman /s/ (L.S.)
Betty Lee Perlman /s/ (L.S.)
Albert H. Gold /s/ (L.S.)
WITNESS to the foregoing
signatures:
Carolyn Freud /s/
STATE OF PENNSYLVANIA :
: ss
COUNTY OF PHILADELPHIA :
BE IT REMEMBERED that on this 5th day of November, A.D., one thousand nine
hundred and fifty-six, before the undersigned, personally appeared, Sidney H.
Perlman, Betty Lee Perlman and Albert H. Gold, who I am satisfied are the
persons named in and who executed the foregoing certificate, and I having first
made known to them, and each of them, the contents thereof, they did each
acknowledge that they signed, sealed and delivered the same as their voluntary
act and deed.
Carolyn Freud /s/ Notary Public
My Commission Expires
3/25/58
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION
CERTIFICATE OF
INCREASE OF AUTHORIZED CAPITAL STOCK
OF
The TEMPERATURE ENGINEERING CORPORATION. The location of the principal office
in this State is at Union Landing & U.S. 130 in the City of Riverton, County of
Burlington. The name of the agent therein and in charge thereof upon whom
process against the Corporation may be served, is SIDNEY H. PERLMAN.
RESOLUTION OF DIRECTORS
The Board of Directors of the TEMPERATURE ENGINEERING CORPORATION, a
corporation of New Jersey, on this 25th day of February, A.D., 1960, do hereby
resolve and declare that it is advisable that the authorized capital be
increased and the Certificate of Incorporation amended so Article IV shall read
as follows:
"IV - The Corporation is authorized to issue capital stock to the extent
of 594,000 shares of the par value of 25 cents per share, amounting in the
aggregate of $148,500. No holders of any class of stock of this Corporation
shall have any preemptive or preferential right of subscription to any shares
of stock of this Corporation, whether now or hereafter authorized, and such
stock may be sold or issued to such person or persons as the Board of Directors
may determine", and do hereby call a meeting of the stockholders, to be held at
the Company's office, in the city of Riverton on the 25th day of February,
1960, at 11:00 A.M., to take action upon the above resolution.
CERTIFICATE OF CHANGE
The TEMPERATURE ENGINEERING CORPORATION, a corporation of New Jersey, doth
hereby certify that it has increased its authorized capital stock and amended
its Certificate of Incorporation as herein above set forth -- said increase of
capital stock -- having been declared by resolution of the board of directors
of said corporation (above recited) to be advisable, and having been duly and
regularly assented to by the vote of two-thirds in interest of each class of
stockholders having voting powers, at a meeting duly called by the board of
directors for that purpose.
IN WITNESS WHEREOF, said corporation has made this certificate under its
seal and the hands of its President and Secretary, the 26th day of February,
A.D., of 1960.
Sidney H. Perlman /s/ President
Betty Lee Perlman /s/ Secretary
ATTEST:
Betty Lee Perlman /s/ Secretary
STATE OF NEW JERSEY :
: ss
COUNTY OF BURLINGTON :
BE IT REMEMBERED, that on this 26th day of February, A.D., 1960, before
me, the subscriber, a NOTARY PUBLIC, personally appeared Betty Lee Perlman,
Secretary of the TEMPERATURE ENGINEERING CORPORATION, the corporation named in
and which executed the foregoing certificate, who, being by me duly sworn,
according to law, does depose and say and make proof to my satisfaction that
she is the Secretary of said Corporation; that the seal affixed to said
corporation certificate is the corporate seal of said corporation, the same
being well known to her, that it was affixed by order of said corporation; that
Sidney H. Perlman is president of said corporation; that she saw said Sidney H.
Perlman as such president sign said certificate and affix said seal thereto and
deliver said certificate, and heard him declare that he signed, sealed and
delivered said certificate as the voluntary act and deed of said corporation,
by its order and by authority of its Board of Directors and by the vote, either
in person or by proxy, duly constituted and thereunto duly authorized, of more
than two-thirds in interest of each class of said stockholders having voting
powers, for the uses and purposes therein expressed; and that said Betty Lee
Perlman signed her name thereto at the same time as subscribing witness.
Subscribed and sworn to before me this day and year aforesaid.
Donald C. Brared /s/
Notary Public
Notary Public of New Jersey
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION
CERTIFICATE OF
INCREASE OF AUTHORIZED CAPITAL STOCK
OF
The TEMPERATURE ENGINEERING CORPORATION. The location of the principal office
in this State is at Union Landing & U.S. 130 in the City of Riverton, County of
Burlington.
The name of the agent therein and in charge thereof upon whom process
against the Corporation may be served, is SIDNEY H. PERLMAN.
RESOLUTION OF DIRECTORS
The Board of Directors of the TEMPERATURE ENGINEERING CORPORATION, a
corporation of New Jersey, on this 30th day of March, A.D., 1962, do hereby
resolve and declare that it is advisable that the authorized capital stock be
increased and the Certificate of Incorporation amended so Article IV shall read
as follows: "IV - The Corporation is authorized to issue capital stock to the
extent of 1,000,000 shares of the par value of 25 cents per share, amounting in
the aggregate of $250,000.00. No holders of any class of stock of this
Corporation shall have any preemptive or preferential right of subscription to
any shares of stock of this Corporation, whether now or hereafter authorized,
and such stock may be sold or issued to such person or persons as the Board of
Directors may determine", and do hereby call a meeting of the stockholders, to
be held at the Ivystone Manor, in the city of Pennsauken, New Jersey on the 2nd
day of May, 1962, at 2:00 P.M., to take action upon the above resolution.
CERTIFICATE OF CHANGE
The TEMPERATURE ENGINEERING CORPORATION, a corporation of New Jersey, doth
hereby certify that it has increased its authorized capital stock and amended
its Certificate of Incorporation as herein above set forth -- said increase of
capital stock -- having been declared by resolution of the board of directors
of said corporation (above recited) to be advisable, and having been duly and
regularly assented to by the vote of two-thirds in interest of each class of
stockholders having voting powers, at a meeting duly called by the board of
directors for that purpose.
IN WITNESS WHEREOF, said corporation has made this certificate under its
seal and the hands of its President and Secretary, the 3rd day of May, A.D., of
1962.
Sidney H. Perlman /s/ President
Albert H. Gold /s/ Secretary
ATTEST:
Albert H. Gold /s/ Secretary
STATE OF NEW JERSEY :
: ss
COUNTY OF BURLINGTON :
BE IT REMEMBERED, that on this 3rd day of May, A.D., 1962, before me, the
subscriber, a Notary Public, personally appeared ALBERT H. GOLD, Secretary of
the TEMPERATURE ENGINEERING CORPORATION, the corporation named in and which
executed the foregoing certificate, who, being by me duly sworn, according to
law, does depose and say and make proof to my satisfaction that he is the
Secretary of said Corporation; that the seal affixed to said corporation
certificate is the corporate seal of said corporation, the same being well
known to him, that it was affixed by order of said corporation; that Sidney H.
Perlman is president of said corporation; that he saw said Sidney H. Perlman as
such president sign said certificate and affix said seal thereto and deliver
said certificate, and heard him declare that he signed, sealed and delivered
said certificate as the voluntary act and deed of said corporation, by its
order and by authority of its Board of Directors and by the vote, either in
person or by proxy, duly constituted and thereunto duly authorized, of more
than two-thirds in interest of each class of said stockholders having voting
powers, for the uses and purposes therein expressed; and that said ALBERT H.
GOLD signed his name thereto at the same time as subscribing witness.
Subscribed and sworn to before me this day and year aforesaid.
Fred A. Schletter /s/ Notary Public
of New Jersey
My Commission expires
8/7/65
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OPT-SCIENCES CORPORATION (formerly known as TEMPERATURE ENGINEERING
CORPORATION). The location of the principal office in this State is at 1912
Bannard Street, in the City of Riverton, County of Burlington, State of New
Jersey, 08077.
(*Note: The zip code must be included in the address)
The name of the agent therein and in charge thereof upon whom process
against this corporation may be served, is EDWARD R. SANDERS.
The Board of Directors of OPT-SCIENCES CORPORATION, a corporation of New
Jersey, at a meeting held on the 4th day of December, A.D., 1968, adopted a
resolution declaring it advisable that the certificate of incorporation be
amended, which resolution reads as follows:
I. The corporate name is "OPT-SCIENCES CORPORATION."
CERTIFICATE OF CHANGE
OPT-SCIENCES CORPORATION (Formerly TEMPERATURE ENGINEERING CORPORATION) a
corporation of New Jersey, doth hereby certify that it has amended its
certificate of incorporation in the manner and respects set forth above, said
amendment (s) having been declared by resolution of the Board of Directors of
said corporation (above recited) to be advisable, and having been duly and
regularly assented to by the vote of two-thirds in interest of each * of
stockholders having voting powers, at a meeting duly called by the Board of
Directors for that purpose.
IN WITNESS WHEREOF, said corporation has made this certificate under its
seal and the hands of its president and secretary, the 24th day of December,
A.D., 1968.
Edward R. Sanders /s/ President
Arthur J. Kania /s/ Secretary
ATTEST:
Arthur J. Kania /s/
Secretary
(*In case of reduction in rate of preferred dividend, reduction of right to
cumulative dividends, of reduction of redemption or liquidation price of
preferred stock, the consent of two-thirds in interest of the preferred
stockholders affected thereby is required, even though, according to the
charter, such stock has limited or no voting rights.)
(When the acknowledgment is taken before a Notary Public in any state
there is no necessity of obtaining a county clerk's certificate, but
acknowledgment must contain the recital that he is a Notary Public of the state
in which the acknowledgment is taken).
STATE OF PENNSYLVANIA :
: ss
COUNTY OF PHILADELPHIA :
BE IT REMEMBERED, that on this 24th day of December, A.D., 1968, before
me, the subscriber, a Notary Public in the State of Pennsylvania, personally
appeared ARTHUR J. KANIA, Secretary of OPT-SCIENCES CORPORATION, the
corporation named in and which executed the foregoing certificate, who, being
by me duly sworn, according to law, does depose and say and make proof to my
satisfaction that he is the Secretary of said corporation; that the seal
affixed to said corporation certificate is the corporate seal of said
corporation; that EDWARD R. SANDERS is President of said corporation; that he
saw said EDWARD R. SANDERS as such president sign said certificate and affix
said seal thereto and deliver said certificate, and hear him declare that he
signed, sealed and delivered said certificate, as the voluntary act and deed of
said corporation, by its order and by authority of its Board of Directors and
by the vote, either in person or by proxy, duly constituted and thereunto duly
authorized, of more than two-thirds in interest of each class of said
stockholders having voting powers, for the uses and purposes therein expressed;
and that said ARTHUR J.KANIA, secretary signed his name thereto as subscribing
witness.
Subscribed and sworn to before me the day and year aforesaid.
Shirley E. O'Neill /s/ /s/
Notary Public Arthur J. Kania
My commission expires
11/20/72
OPT-SCIENCES CORPORATION
* * * * *
B Y - L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The principal office shall be located at 1912 Bannard Street,
Cinnaminson, New Jersey.
Section 2. The corporation may also have offices at such other places
both within and without the State of New Jersey as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. Meetings of shareholders for the election of directors shall
be held at the principal office or at such other place or places as may be
fixed from time to time by the board of directors.
Section 2. The annual meeting of shareholders shall be held on the 4th
Wednesday of March, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 PM, or at such other date and time as shall
be fixed from time to time by the board of directors and stated in the notice
of meeting, at which the shareholders shall elect a board of directors, and
transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the time, place
and purpose or purposes of the meeting shall be delivered not less than ten nor
more than sixty days before the date of the meeting, either personally or by
mail, to each shareholder of record entitled to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of New Jersey as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president, the board of directors, or the
holders of not less than twenty percent of all the shares entitled to vote at
the meeting. Special meetings of the shareholders may be called also by the
chairman of the board of directors.
Section 3. Written notice of a special meeting stating the time, place,
and purpose or purposes of the meeting shall be delivered not less than ten nor
more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.
Section 4. Business transacted at any special meeting shall be confined
to the purpose or purposes stated in the notice thereof.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the certificate of incorporation.
Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided in the certificate of incorporation. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his agent.
In all elections for directors every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him, for as many persons as there are directors to be elected.
Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
ARTICLE V
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
of directors shall be not more than five (5), which number shall be set by the
Board of Directors prior to each election. Directors need not be residents of
the State of New Jersey nor shareholders of the corporation. The directors
shall be elected at the annual meeting of the shareholders, and each director
elected shall serve until the next succeeding annual meeting and until his
successor shall have been elected and qualified.
Section 2. Unless otherwise provided in the certificate of incorporation,
any vacancy occurring in the board of directors may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the board of directors at any meeting of the board. A director
elected to fill a vacancy shall be elected for the unexpired portion of the
term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A director elected to fill a
newly created directorship shall serve until the next succeeding annual meeting
of shareholders and until his successor shall have been elected and qualified.
Section 3. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not be statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the shareholders.
Section 4. The directors may keep the books and records of the
corporation, except such as are required by law to be kept within the state,
outside of the State of New Jersey, at such place or places as they may from
time to time determine.
Section 5. The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of New Jersey.
Section 2. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.
Section 3. Special meetings of the board of directors may be called by
the president on two days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors. Notice need not be given to any director who signs a waiver of
notice, whether before or after the meeting.
Section 4. Any or all directors may participate in a meeting of the board
or a committee of the board by means of a conference telephone or any means of
communication by which all persons participating in the meeting are able to
hear each other.
Section 5. Attendance or participation of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. Two of the directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by
statute or by the certificate of incorporation. The act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the board of directors, unless the act of a greater or lesser number is
required by statute or by the certificate of incorporation. If a quorum shall
not be present at any meeting of directors, the directors present there may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section 7. Unless otherwise provided by the certificate of incorporation,
any action required to be taken at a meeting of the board, or any committee
thereof, shall be deemed the action of the board of directors or of a committee
thereof, if all directors or committee members, as the case may be, execute
either before or after the action is taken, a written consent thereto, and the
consent is filed with the records of the corporation.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate one or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the
authority of the board of directors in the management of the corporation,
except as otherwise required by law. Vacancies in the membership of the
committee shall be filled by the board of directors at a regular or special
meeting of the board of directors. The executive committee shall keep regular
minutes of its proceedings and report the same to the board when required.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or shareholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or shareholder, at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the certificate of
incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a treasurer and a secretary. The board
of directors may also choose one or more vice-presidents, and one or more
assistant secretaries and assistant treasurers.
Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, a treasurer and a secretary,
none of whom need be a member of the board.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time
by the affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform such other duties and have
such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary or any assistant secretary shall record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for the purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the
board of directors or president, under whose supervision he shall be. He shall
have custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the other determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by, the chairman or vice-chairman of the board, or the
president or a vice-president and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof.
When the corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, in variations in the relative
rights and preferences between the shares of each such series so far as the
same have been fixed and determined and the authority of the board of directors
to fix and determine the relative rights and preferences of subsequent series.
Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation
alleged to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as
it deems adequate, to protect the corporation from any claim that may be made
against it with respect to any such certificate alleged to have been lost or
destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.
CLOSING OF TRANSFER BOOKS
Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date
in any case to be not more than sixty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
record date for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders shall be the close of business on the day
next preceding the day on which notice is given, or, if no notice is given, the
day next preceding the day on which the meeting is held; and the record date
for determining shareholders for any other purpose shall be at the close of
business on the day on which the resolution of the board relating thereto is
adopted. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
New Jersey.
LIST OF SHAREHOLDERS
Section 7. The officer or agent having charge of the transfer books for
shares shall make, and certify a complete list of the shareholders entitled to
vote at a shareholders' meeting, or adjournment thereof, arranged in
alphabetical order within each class and series, with the address of, and the
number of shares held by each shareholder, which list shall be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. Such list
shall be prima facie evidence as to who are the shareholders
entitled to examine such list or to vote at any meeting of the shareholders.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the certificate of incorporation
relating thereto, if any, dividends may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in its bonds, in its own shares or other property including the shares or
bonds of other corporations subject to any provisions of law and of the
certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board or directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
New Jersey". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE XII
Directors, officers, employees and "corporate agents"
may be indemnified in the manner and to the full extent permitted by Section
14A:3-5 of the Business Corporation Act of New Jersey and indemnification of
such parties shall be made in the manner and to the extent required by the Act.
ARTICLE XIII
Section 1. These By-Laws may be altered, amended, or repealed or new By
- -Laws may be adopted by the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the board, subject to any
provision in the certificate of incorporation reserving to the shareholders the
power to adopt, amend, or repeal By-Laws, but By-Laws made by the board may be
altered or repealed and new By-Laws made by the shareholders. The shareholders
may prescribe that any By-Law made by them shall not be altered or repealed by
the board.
Section 2. Emergency By-Laws may be adopted in accordance with Section
14A:2-10 of the Business Corporation Act of New Jersey and the president, any
vice-president, secretary, treasurer and assistant secretary or assistant
treasurer shall to the extent required to provide a quorum be deemed director
for meeting during an emergency as contemplated by that Section.
21. List of Subsidiaries
O & S Research, Inc.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Exchange
Act, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OPT-SCIENCES CORPORATION
By:
Anderson L. McCabe
President
Date: January , 1998
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
President and January , 1998
Anderson L. McCabe Director
Secretary, January , 1998
Arthur J. Kania Treasurer and
Director
Director January , 1998
Arthur J. Kania, Jr.
Chief January , 1998
Harvey Habeck Accountant
