SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
EYE TECHNOLOGY, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Items 22(a)(2) of Schedule A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
[LOGO]
EYE TECHNOLOGY, INC.
1983 SLOAN PLACE
ST. PAUL, MINNESOTA 55117
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
St. Paul, Minnesota
August 30, 1996
TO THE STOCKHOLDERS OF EYE TECHNOLOGY, INC.:
Notice is hereby given that a Special Meeting in lieu of the Annual
Meeting of Stockholders of Eye Technology, Inc. (the "Company") will be held at
the offices of the Company, as set forth above, on Monday, October 7, 1996 at
10:00 a.m. for the following purposes:
1. To elect one (1) individual to serve as a director for a three-year
term, as specified in the accompanying Proxy Statement;
2. To consider and act upon matters incidental to the foregoing and to
transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on August 28, 1996
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the a Special Meeting of Stockholders. The accompanying
Proxy is solicited by the Board of Directors of the Company.
By order of the Board of Directors
Eye Technology, Inc.
Samuel P. Sears, Jr., SECRETARY
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU MAY HOLD. PLEASE FILL IN, SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IT IS IMPORTANT THAT PROXIES BE
MAILED PROMPTLY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY GIVEN BY
YOU AND VOTE YOUR SHARES IN PERSON.
EYE TECHNOLOGY, INC.
1983 SLOAN PLACE
ST. PAUL, MINNESOTA 55117
PROXY STATEMENT
SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1996
This proxy statement is furnished to the stockholders of Eye
Technology, Inc. (the "Company") in connection with management's solicitation of
proxies to be used at the Special Meeting in lieu of the Annual Meeting of
Stockholders (the "Special Meeting") to be held on Monday, October 7, 1996 at
the offices of the Company, 1983 Sloan Place, St. Paul, Minnesota and at any
adjournment of that meeting. Each proxy delivered pursuant to this solicitation
is revocable at the option of the person executing the same by written notice
delivered to the Company at any time before the proxy is voted at the Special
Meeting.
The Company has fixed the close of business on August 28, 1996 as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the Special Meeting. As of June 30, 1996, the Company had issued
and outstanding 3,438,656 shares of common stock, par value $.01 per share
("Common Stock") and 2,570 shares of Class A Preferred Stock, par value $.01 per
share ("Preferred Stock") each convertible into 80 shares of Common Stock and
altogether convertible into 205,600 shares of Common Stock. The holders of
Common Stock and Preferred Stock vote as one class. Each share of the
outstanding Common Stock is entitled to one vote on each matter to come before
the Special Meeting. Each share of the outstanding Preferred Stock is entitled
to 80 votes on each such matter. A total of 3,644,256 votes are eligible to be
cast at the Special Meeting.
This proxy statement and accompanying form of proxy are first being
furnished to the Company's stockholders on or about September 9, 1996.
VOTING PROCEDURE
If you sign, date and return the enclosed proxy in time for the Special
Meeting, your shares will be voted (unless you otherwise instruct) on all
matters that may properly come before the meeting.
The proxy contains spaces in which you may insert instructions as to
how your shares are to be voted on the election of directors, Notice Item No. 1.
If you specify instructions with respect to this proposal, your shares will be
voted in accordance with your instructions. If no instructions are specified,
your shares will be voted for the election as the director of the Company, the
one (1) nominee named herein.
Your proxy may be revoked at any time prior to its exercise. Any
stockholder attending the Special Meeting may vote in person even though he or
she may have previously filed a proxy.
ELECTION OF DIRECTORS
(NOTICE ITEM NO.1)
The Articles of Incorporation provide that the Board of Directors shall
be divided into three classes as nearly equal in number as possible, and that
the members of each class are to be elected for a term of three years and until
their successors are elected and qualified. One class of directors is to be
elected annually.
The current terms of office of the Class II and Class III Directors do
not expire this year, and each director in these classes continues in office.
Such directors' current terms expire in 1997 and 1998, respectively. Each
director will continue in office until his term expires and until his successor
is chosen and qualified or until his earlier death, removal or resignation.
Unless authority to do so has been withheld or limited in the proxy, it is the
intention of the persons named as proxies to vote the shares to which the proxy
relates for the election to the Board of Directors as Class I Director Samuel P.
Sears, Jr..
Management knows of no reason why such nominee should not be available
for election to the Board of Directors at the time of the Special Meeting.
However, should such nominee not be available, it is the intention of the
persons named as proxies to act in respect to the filling of that office by
voting the shares to which the proxy relates, unless authority to do so has been
withheld or limited in the proxy, for the election of such other person as may
be designated by the Board of Directors or, in the absence of such designation,
in such other manner as they may, in their discretion, determine. In no event
will the proxy be voted for more than one director.
The name of the nominee for election as Class I Director and of each
current director who will continue to serve as a director until the annual
meetings of stockholders to be held in 1997 and 1998, his age as of December 31,
1995, and his principal occupation for the past five years are set forth below.
The number of shares of Common Stock beneficially owned by the nominee and each
continuing director at the close of business on June 30, 1996 is set forth below
under "Security Ownership of Certain Beneficial Owners and Management." No
director of the Company is related to any other director or to any executive
officer of the Company by blood, marriage or adoption, and there are no
arrangements or understandings between a director and any other person pursuant
to which such person was elected a director.
THE NOMINEE - CLASS I (TERM EXPIRES IN 1999)
Samuel P. Sears, Jr., Age 52. Mr. Sears has served as Secretary and
Director of the Company since its inception in June 1985. Since September 1994,
Mr. Sears has served as Chairman and Chief Executive Officer of Star Tobacco
Corporation in Petersburg, Virginia, a manufactuer of tobacco products. Prior to
that date and subsequent to April 1993, he was "Of Counsel" to the law firm of
LeBoeuf, Lamb, Greene & MacRae in Boston, Massachusetts. From 1974 until April
1993, he was a partner of the law firm of Burns and Levinson in Boston,
Massachusetts.
DIRECTORS CONTINUING IN OFFICE
CLASS II (TERM EXPIRES IN 1997)
Larry G. Leiske, M.D., Age 58. Dr. Leiske was elected a Director in 1987.
Dr. Leiske has been in private practice in ophthalmology since 1967. He has held
teaching positions at the University of Southern California School of Medicine
and the White Memorial Medical Center. Dr. Leiske is a member of the American
Academy of Ophthalmology, the American Society of Cataract and Refractive
Surgery and the American Society of Eye Surgeons.
CLASS III (TERM EXPIRES IN 1998)
Robert J. Fitzsimmons, Age 60. Mr. Fitzsimmons, a founder of the Company,
has served as President, Chief Executive Officer, and as a Director since the
Company's inception in June, 1985. He was elected Chairman of the Board in
December, 1986.
1995 MEETINGS, STANDARD FEE ARRANGEMENTS AND COMMITTEES
During 1995, the Board of Directors of the Company held 3 meetings.
Messrs. Fitzsimmons and Sears attended all 3 meetings and Dr. Leiske attended 2
meetings.
The Board of Directors does not have any standing audit, nominating or
compensation committees or committees performing similar functions.
Directors receive no regular compensation for services rendered in such
capacity.
RECOMMENDATION
The Board of Directors recommends that you vote FOR the election of Mr.
Sears. Proxies solicited by the Board of Directors will be so voted in the
absence of a direction to the contrary.
EXECUTIVE OFFICERS OF THE COMPANY
Following is a list of the names, ages, positions with the Company, and
backgrounds of all Executive Officers of the Company, as of June 30, 1996.
NAME AGE POSITION WITH COMPANY
---- --- ---------------------
Robert J. Fitzsimmons 60 Chairman of the Board, President,
and Chief Executive Officer; Director
Debra McCoy Seagrist 37 Vice President - Product Development
Mr. Fitzsimmons, and Ms. Seagrist have held such positions for at least
the last five years.
EXECUTIVE COMPENSATION
The following table sets forth annual compensation earned for services
rendered in all capacities to the Company during the fiscal years ended December
31, 1993, 1994, and 1995 by the Chief Executive Officer, who is the only
executive officer or significant employee whose annual compensation exceeded
$100,000 in any of such fiscal years.
POSITION ANNUAL COMPENSATION(1) STOCK ALL OTHER
YEAR SALARY OPTION(2) COMPENSATION(3)
Robert J. Fitzsimmons 1993 $192,000 $20,805
Chairman of the 1994 $192,000 150,000 $33,490
Board, President, 1995 $179,150 $24,889
and Chief Executive
Officer
(1) Does not include perquisites or other personal benefits which in the
aggregate are less than 10% of the annual compensation shown.
(2) In February 1994, the Company issued to Mr. Fitzsimmons a stock option to
acquire 150,000 shares of common stock at $.50 per share. The option
expires on February 28, 1999. Options to acquire 50,000 shares are
presently exercisable. Options to purchase 100,000 shares are exercisable
contingent upon the satisfaction of certain conditions which have not yet
occurred and are not probable based on the current operations of the
Company.
(3) Reflects the dollar value of premiums paid by the Company in the amounts
of $22,440, $24,480 and$24,480 (of these amounts $8,567, $9,852 and $8,807
represent that portion of such premiums which are allocable to Mr.
Fitzsimmons for which he has an interest in the cash surrender value
thereof) for life insurance and the dollar value of premiums paid by the
Company for disability insurance for the benefit of Mr. Fitzsimmons in the
amounts of $12,238, $12,238 and $11,126 in both cases for the years 1993,
1994 and 1995 respectively. Includes payment of an automobile
reimbursement in the amount of $4,956 for 1995.
The Company entered into a five-year employment agreement with Robert J.
Fitzsimmons on November 1, 1989 which provides that Mr. Fitzsimmons will serve
as Chief Executive Officer of the Company, at an annual salary of $120,000
subject to increase by the Board of Directors. This agreement has been extended
for an additional five-year term expiring October 31, 1999. Mr. Fitzsimmons'
annual salary has been increased twice by the Board, once in 1990 and again in
1991 to a level of $192,000; however, in August 1995 Mr. Fitzsimmons voluntarily
and indefinitely reduced his salary to $153,600, his current salary level. Mr.
Fitzsimmons' employment agreement provides that in the event of a hostile change
in control of the Company, and in the event Mr. Fitzsimmons' employment is
terminated as a result thereof, then the Company is obligated to make a cash
payment to Mr. Fitzsimmons totaling 299.99% of his average annual base salary
during the five-year period prior to termination.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 30, 1996, certain information with
respect to the beneficial ownership of the Company's Common Stock by each
beneficial owner of more than 5% of the Company's Common Stock, each Director of
the Company, and all Directors and Officers of the Company as a group.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF INDIVIDUAL OR BENEFICIAL OWNERSHIP OF VOTING
IDENTITY OF GROUP COMMON STOCK PREFERRED STOCK SECURITIES OWNED(2)
Robert J. Fitzsimmons 408,117(3) 0 10.8%
1983 Sloan Place
St. Paul, MN 55117
David A. Skier, M.D. 187,500 0 5.1%
1830 14th Avenue South
Birmingham, AL 35205
Larry G. Leiske, M.D. 15,000 0 .4%
Samuel P. Sears, Jr. 50,300(4) 0 1.4%
All Directors and
Officers as a group
(4 individuals) 492,659(3)(4)(5) 0 13.5%
(1) Shares are considered beneficially owned, for purposes of this table only,
if held by the person indicated as beneficial owner, or if such person,
directly or indirectly, through any contract, arrangement, understand ing,
relationship, or otherwise has or shares the power to vote, to direct the
voting of and/or to dispose of or to direct the disposition of, such
security, or if the person has the unconditional right to acquire
beneficial ownership within sixty (60) days, unless otherwise indicated in
these footnotes. Unless otherwise indicated by footnote, the above person
has sole voting power and sole investment power with respect to such
shares.
(2) For purposes of computing percentages, 205,600, the number of votes to
which holders of Preferred Stock are convertible, has been added to the
number of outstanding Common Stock.
(3) Includes 150,000 shares issuable pursuant to a stock option expiring
February 28, 1999, at a price of $.50 per share; options for 50,000 of
these shares are presently exercisable and options for 100,000 of these
shares are exercisable only upon the satisfaction of certain conditions,
which have not yet occurred.
(4) Includes 50,000 shares issuable pursuant to a stock option expiring
January 31, 2001, at a price of $.50 per share.
(5) Includes 14,375 shares issuable pursuant to options granted pursuant to
the Company's 1985 Incentive Stock Option Plan and exercisable within 60
days of June 30, 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company owes Robert J. Fitzsimmons, Chairman of the Board,
President and Chief Executive Officer of the Company, the sum of $152,000 plus
accrued interest in consideration for loans provided by Mr. Fitzsimmons in March
1994 and April 1995. The sum is evidenced by notes bearing interest at 2% in
excess of the prime rate.
In February 1994, the Company issued to Mr. Fitzsimmons a stock option
to acquire 150,000 shares of common stock at $.50 per share. The option expires
on February 28, 1999. Options to acquire 50,000 shares are presently
exercisable. Options to purchase 100,000 shares are exercisable contingent upon
the satisfaction of certain conditions which have not yet occurred and are not
probable based on the current operations of the Company.
Samuel P. Sears, Jr., a Director of the Company, also acted as legal
counsel to the Company. Fees payable to Mr. Sears for such services in 1994 and
1995 were $90,600 and $30,975 respectively.
In November, 1993, the Company issued to Mr. Sears a stock option to
acquire 50,000 shares of Common Stock at $.50 per share in recognition of his
services as a Director and counsel to the Company since 1985. The option expires
on January 31, 2001.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than ten-percent of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten-percent beneficial owners are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of forms furnished to the Company,
or written representations that no Forms 5 were required, the Company believes
that during the fiscal year ended December 31, 1995 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with except that Larry G. Leiske, M.D. failed to
file timely a single report for a single transaction. The Company has been
advised that an appropriate report will be filed.
OTHER MATTERS
(NOTICE ITEM 2)
The proxy confers discretionary authority with respect to any other
business which may come before the Special Meeting, including rules for the
conduct of the Special Meeting. The Board of Directors knows of no other matter
to be presented at the Special Meeting. It is the intention of the persons named
as proxies to vote the shares to which the proxies relate according to their
judgement if any matters not included in this proxy statement do properly come
before the Special Meeting, unless the contrary is indicated.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP as auditors of
the Company for the current fiscal year. The Company presently expects a
representative of Price Waterhouse LLP to be present at the SpecialMeeting to
make a statement if he so desires, and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must comply with Rule 14a-8 of the Securities and
Exchange Commission promulgated under the Securities Exchange Act of 1934, as
amended, and must be received at the principal executive offices of the Company
not later than December 31, 1996.
SOLICITATION OF PROXIES
The Company will bear the cost of solicitation of proxies. Solicitation
of proxies by mail of certain stockholders may be followed by telephone or other
personal solicitation by officers or other employees of the Company.
By order of the Board of Directors
Eye Technology, Inc.
Samuel P. Sears, Jr., SECRETARY
If you do not expect to be present at the meeting and wish your shares
to be voted, you are requested to date, sign, and mail promptly the enclosed
proxy which is being solicited on behalf of management. A return envelope which
requires no postage is enclosed for that purpose.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER
31, 1995, INCLUDING THE FINANCIAL STATEMENTS THERETO, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE AVAILABLE AT THE MEETING AND MAY BE
OBTAINED WITHOUT CHARGE BY WRITING TO DEBRA M. SEAGRIST, VICE PRESIDENT-PRODUCT
DEVELOPMENT, EYE TECHNOLOGY, INC., 1983 SLOAN PLACE, ST. PAUL, MINNESOTA 55117.
EYE TECHNOLOGY, INC. NO. OF SHARES:______
PROXY FOR 1996 SPECIAL MEETING IN LIEU OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD OCTOBER 7, 1996
The undersigned, having received a Notice of Meeting and Proxy Statement of
the Board of Directors dated August 30, 1996 (hereinafter the "Proxy
Statement"), hereby appoint(s) Robert J. Fitzsimmons and Samuel P. Sears, Jr.,
or any one or more of them, attorneys or attorney of the undersigned (with full
power of substitution in them and in each of them), for and in the name(s) of
the undersigned to attend the Special Meeting of Stockholders of Eye Technology,
Inc. to be held at the offices of the Company, on Monday, October 7, 1996 at
10:00 a.m. and any adjournment or adjournments thereof, and there to vote and
act in regard to all powers the undersigned would possess, if personally
present, and especially (but without limiting the general authorization and
power hereby given) to vote and act as follows:
(1) Election of Directors
[ ] FOR the nominee listed below
[ ] WITHHOLD AUTHORITY to vote
for nominee listed below
[ ] ABSTAIN from voting for
the nominee listed below
Nominee: Samuel P. Sears, Jr.
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(CONTINUED AND TO BE SIGNED, ON THE OTHER SIDE)
THIS PROXY IS SOLICITIED ON BEHALF OF THE BOARD OF DIRECTOS.
2. To consider and act upon any matters incidental to the foregoing, and any
other business which may properly come before the Special Meeting or any
and all adjournments.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL 1 ABOVE. IF NO INSTRUCTIONS ARE INDICATED, THE UNDERSIGNED'S VOTE WILL
BE CAST IN THE ELECTION OF THE DIRECTOR FOR THE NOMINEE LISTED IN THE PROXY
STATEMENT.
The undersigned hereby confer(s) upon said attorneys and proxies and each of
them, discretionary authority to vote (i) upon any other matters or proposals
not known at the time of solicitation of this proxy which may properly come
before the Meeting, and (ii) with respect to the selection of a director in the
event the nominee for director is unable to stand for election due to death,
incapacity or other unforeseen emergency.
Attendance of the undersigned, at the Special Meeting or at any adjournments
thereof will not be deemed to revoke this proxy unless the undersigned shall
affirmatively indicate thereat his or her intention to vote said shares in
person. If a fiduciary capacity is attributed to the undersigned in the address
on the envelope in which this proxy was received by the undersigned, this proxy
is signed by the undersigned in that capacity.
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IN SIGNING, PLEASE WRITE NAME EXACTLY AS
APPEARING ON IMPRINT. FOR STOCK HELD
JOINTLY, EACH JOINT OWNER SHOULD
PERSONALLY SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH.
DATE: _____________________, 1996
