OPT-SCIENCES CORPORATION
1912 Bannard Street
Post Office Box 221
Riverton, New Jersey 08077-0221
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Notice of Annual Meeting of Shareholders
To Be Held on March 15, 2000
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION (the
"Company"), will be held at 2:30 p.m. (EST) on Wednesday, March 15,
2000 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 4, 2000 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 30,
1999 is enclosed herewith.
By Order of the Board of Directors
Anderson L. McCabe, President
February 25, 2000
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 15, 2000
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 2:30 p.m. (EST) on Wednesday, March 15, 2000 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 4, 2000 are entitled to notice of the meeting and to vote
at the meeting and any adjournment thereof. At the close of
business on February 4, 2000, 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 Owner Beneficial Ownership Voting Securities
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 (44) President of the Company
from 1/1/86 to present.
Arthur J. Director and Secretary 1977
Kania (68) 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 Summit Bancorp.
Arthur J. Director of the Company; 1987
Kania, Jr (44) 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, 44 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, 68 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) (d)
Name and Principal
Position Year Salary Bonus
Anderson L. McCabe 1999 75,000 35,000
President, Director 1998 75,000 35,000
1997 65,000 32,500
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
Cash Compensation
Name Annual Retainer Meeting Fees Consulting Fees
Other Fees
(a) (b) (c) (d)
Anderson L. McCabe $7,500 $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
Capital/SARS
(e) (f)
Anderson L. McCabe 0 0
Arthur J. Kania 0 0
Arthur J. Kania, Jr. 0 0
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During fiscal 1999, the Company incurred legal fees of $16,500
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 1999 Annual Report of the Company, which includes financial
statements for the fiscal year ended October 30, 1999,
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 1999 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 2001 must submit such proposal in writing to the
Company no later than September 30, 2000.
OTHER MATTERS
Management does not know of any other business which is likely
to be brought before the 2000 Annual Meeting. However, in the event
that other matters properly come before the 2000 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
