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 23, 1999
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION (the "Company"),
will be held at 2:00 p.m. (EST) on Tuesday, March 23, 1999 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 5, 1999 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 October 31, 1998 is
enclosed herewith.
By Order of the Board of Directors
Anderson L. McCabe, President
March 5, 1999
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 23, 1999
Management has furnished this statement to shareholders regarding
matters to be voted at the Annual Meeting of Shareholders of
Opt-Sciences Corporation (the "Company"). The Annual Meeting will
be held at 2:00 p.m. (EST) on Tuesday, March 23, 1999 at the offices
of Kania, Lindner, Lasak and Feeney, Suite 525, Two Bala Plaza, 333
City Avenue, Bala Cynwyd, PA 19004.
WE ARE NOT ASKING YOU FOR A PROXY AND WE ARE REQUESTING
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 5, 1999 are entitled to notice of the meeting and to vote
at the meeting and any adjournment thereof. At the close of business
on February 5, 1999, 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 and Nature of Percentage of Beneficial Owners
Anderson L. McCabe 300(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.
Positions with Company; Year
Principal Occupation and First
Business Experience Became
During Past Five Years; Director
Nominees(Age) Other Directorships(1) of Company
Anderson L. Director of the Company; 1987
McCabe (43) President of the Company
from 1/1/86 to present.
Arthur J. Director and Secretary 1977
Kania (67) of the Company;
Principal of Trikan Associates
(real estate ownership and management-
investment firm); Partner of Kania,
Lindner, Lasak and Feeney (law firm);
Director of Prime Bancorp, Inc.
Arthur J. Director of the Company; 1987
Kania, Jr (43) Principal of Trikan Associates
(real estate ownership and management-
investment firm; 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, 43 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, 67 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
Trikan Associates (real estate ownership and management - investment
firm); 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)
Name and Principal
Position Year Salary Bonus
Anderson L. McCabe 1998 75,000 35,000
President, Director 1997 65,000 32,500
1996 60,400 31,250
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
Cash Compensation
Name Annual Retainer Meeting Fees Consulting Fees
(a) (b) (c)
Anderson L. McCabe $ 0 $0 $0
Arthur J. Kania $7,500 $0 $0
Arthur J. Kania, Jr. $7,500 $0 $0
Security Grants
Name Number of Shares Number of Securities
Underlying Options
(e) (f)
Anderson L. McCabe 0 0
Arthur J. Kania 0 0
Arthur J. Kania, Jr. 0 0
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During fiscal 1998, the Company incurred legal fees of $15,000 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 ON FORM 10-KSB
The 1998 Annual Report of the Company, which includes financial
statements for the fiscal year ended October 31, 1998,
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 1998 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 the
year 2000 must submit such proposal in writing to the Company no later
than September 30, 1999.
OTHER MATTERS
Management does not know of any other business which is likely to be
brought before the 1999 Annual Meeting. However, in the event that
other matters properly come before the 1999 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
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