Schedule 14C Information
Information Statement Pursuant to
Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
Osmic, Inc.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(2) Aggregate number of securities to which transaction applies:
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to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(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.
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<PAGE>
OSMIC, INC.
1788 Northwood Drive
Troy, MI 48084
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
to be held December 21, 1995
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of
Osmic, Inc. (the "Company") will be held at the Company's facility located
at 1788 Northwood Drive, Troy, Michigan 48084, on Thursday, December 21, 1995,
at 10:00 a.m. local time, for the purposes of:
1. Electing directors to serve until the 1996 Annual Meeting of
Shareholders;
You are invited to attend this meeting. You should be aware that shares
cannot be voted unless the holder is present at the meeting or represented by
proxy.
Wes L. Hardenburg, Secretary
Troy, Michigan
December 1, 1995
<PAGE>
OSMIC, INC.
1788 Northwood Drive
Troy, MI 48084
INFORMATION STATEMENT
Meeting to be held on December 21, 1995
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is furnished in connection with the Meeting
of Shareholders of Osmic, Inc., a Delaware corporation (the "Company"), to be
held on Thursday, December 21, 1995, or at any adjournments or postponements
thereof, for the purposes set forth in the accompanying Notice of a Special
Meeting of Shareholders and in this Information Statement.
The Annual Report on Form 10-K for the year ending June 30, 1995, is
enclosed herewith.
Only shareholders of record at the close of business on November 29, 1995
will be entitled to vote at the meeting or any adjournment thereof. Each
holder of the 1,970,894 issued and outstanding shares of the Company's common
stock, $0.01 par value (the "Common Stock"), is entitled to one vote per
share. Shares cannot be voted at the meeting unless the holder is present
in person or represented by proxy. A majority in interest of all the issued
and outstanding shares of Common Stock must be represented in person or by
proxy in order to have a quorum.
MATTERS TO COME BEFORE THE MEETING
Election of Directors
Directors are to be elected at the Meeting of Shareholders, each to hold
office until the next Annual Meeting of Shareholders and until his successor
has been elected and qualified. No nominees have been selected by the Board
of Directors of the Company (the "Board"). The directors shall be elected by
a plurality of votes of the shares of Common Stock present in person or
represented by proxy at the Meeting of Shareholders entitled to vote on the
election of directors.
There are no family relationships by blood, marriage or adoption between
any of the directors or executive officers of the Company.
<PAGE>
Information Relating to Present Directors of the Company
Joel C. Domino was elected a Director in July 1994. Mr. Domino was
Corporate Controller of Madera Glass Company from 1988 to 1991; Director of
Strategic Planning, Price Administration, and Credit of Ball-Incon Glass
Packaging Company from 1991 through August 1993; and now serves as Vice
President and CFO of Kent Display Systems ("KDS") since August 1993. KDS
is in the business of commercialization and manufacture of liquid crystal
displays utilizing proprietary positions under certain exclusive licenses
granted by Kent State University. Mr. Domino is the son-in-law of William
Manning, the President of Manning & Napier Advisors, Inc. ("M&N").
Zvi Yaniv was appointed a Director in August 1993 and has served as
Chairman of the Board of Directors since September 1993. Dr. Yaniv has been
an employee of Manning Ventures, Inc. since 1993, a venture capital firm
which invests in high technology companies including KDS. (William Manning,
President of M&N, the beneficial owner of 91% of the Company's shares, is the
principal stockholder of Manning Ventures, Inc.) Dr. Yaniv became President
and Director of KDS in May 1993. In January 1992, Dr. Yaniv founded and
then became, and currently remains, the President of Advanced Technology
Incubator, a incubator development company. Dr. Yaniv was the former
President and Director of OIS Optical Imaging Systems, Inc. from 1987
through December 1991.
Since the last annual shareholders' meeting, July 18, 1994, the Board
has met a total of nine times. Each director attended at least 75% of the
total number of meetings of the Board.
Committees of the Board of Directors
The Board is responsible for the overall affairs of the Company. To
assist it in carrying out its duties, the Board has delegated certain
authority to standing patent, audit and compensation committees. Members
of each standing committee are appointed by the Board of Directors at its
first meeting following each annual meeting of shareholders. Currently,
the entire Board serves as the Company's nominating committee.
The Patent Committee is to review the patent book of the Company and
all new patent applications. It is also to analyze the technology covered
by all patents and recommend to the Board those actions necessary to preserve
or enhance the value of technologies important to the Company's ongoing
business. The Patent Committee is also charged with the duty to recommend
which patents are not being utilized and which may be sold or assigned. The
Patent Committee consists only of Dr. Yaniv and has met once since the last
shareholders meeting.
The Audit Committee is to consider the audit and non-audit services to
be performed by the independent auditors, make arrangements for the internal
and independent audits, and recommends the selection of independent auditors.
The Audit Committee will also review the results of the internal and
independent audits, considers and approves certain of the Company's
accounting principles and practices, and reviews various stockholder
reports and other reports and filings. The Audit Committee consists
only of Mr. Domino and has met two times since the last shareholders meeting.
<PAGE>
Members of the Board who are not officers or employees of the Company
serve as the Company's Compensation and Stock Option Committee (the
"Compensation Committee"). The Compensation Committee is to annually
review the contributions of officers and employees of the Company, review
management proposals for year-end supplemental compensation and levels
of compensation for the ensuing year, and make recommendations on matters
of compensation to the Board. The Compensation Committee will also decide
in accordance with the 1994 Employees' Incentive Stock Plan, the officers
and key employees who are to receive grants of stock options and their
number. The Compensation Committee has met three times since the last
shareholders meeting.
Stock Ownership of Present Directors and Management
The following table sets forth the name, age, principal occupation, term
of service and beneficial ownership of Common Stock with respect to the two
individuals who are present Directors, as well as Directors and Officers as
a group.
<TABLE>
Shares beneficially
owned as of
October 30, 1995
Principal Director Number Percent
Name and age Occupation Since of shares (1) of class
<S> <C> <C> <C> <C>
Joel C. Domino, 35 CFO, KDS 1994 1,250 0.1%
Zvi Yaniv, Ph.D., 48 President, ATI 1993 27,574 1.4%
Directors and Officers
as a group (3 persons) 32,566 (2) 1.7%
(1) This is based on information furnished by each director. Unless
otherwise indicated in a following footnote, the person has sole voting
and investment power of the shares shown opposite his or her name.
(2) Includes 2,500 shares of Common Stock which Mr. Hardenburg may acquire
within the next 60 days pursuant to the exercise of stock options
granted by the Company.
</TABLE>
Executive Officers and Compensation
Currently, Wes L. Hardenburg, age 37, is the only executive officer of
the Company. Mr. Hardenburg has been affiliated with the Company since
December 1991 and has been the Company's Secretary, Treasurer and Chief
Financial Officer since September 1993. Prior to this appointment by the
Board of Directors, he was the Company's corporate controller. From 1984
to 1991, Mr. Hardenburg held various financial positions with Durakon
Industries, Inc. ("Durakon"), an automotive aftermarket manufacturer and
supplier. The last two years of his tenure at Durakon he served as principal
financial officer.
<PAGE>
The Securities and Exchange Commission requires disclosure for the
Company's last three fiscal years with respect to the Company's Chief
Executive Officer, each of the four other most highly compensated executive
officers of the Company and its subsidiaries during the most recent fiscal
year whose salary and bonus exceeded $100,000 and other individuals who
would have been among the most highly compensated executive officers of
the Company and its subsidiaries during the most recent fiscal year but for
the fact that the individuals were no longer serving as executive officers
on June 30, 1995.
The Company has not entered into any separate employment agreements
with key executive officers and has no executive compensation plan in effect
at the date hereof. All Executive Officers of the Company serve at the will
of the Board.
<TABLE>
<CAPTION>
The following table sets forth certain information as to annual
compensation of executive officers of the Company.
Name and Other Annual
Principal Position Year Salary($) Bonus($) Compensation($)
<S> <C> <C> <C> <C>
CEO (1) 1995 79,250 9,080 883
1994 80,000 - 800
Wes L. Hardenburg,
Secretary, Treasurer
and CFO (2) 1995 66,250 36,563 -
1994 65,833 - -
(1) Former CEO's term of office was from September 20, 1993 until
May 21, 1995.
(2) Became an executive officer effective September 20, 1993.
</TABLE>
<TABLE>
<CAPTION>
The following table sets forth certain information relative to stock
option grants under the Company's 1994 Employees' Incentive Stock Plan
during the fiscal year ended June 30, 1995.
Potential Realized
Value at Assumed
Annual Rates
of Stock Price
Appreciation
Individual Grants for Option
Term
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
CEO (1)
Wes L.
Hardenburg 10,000 26.7% $1.42 12/19/04 $8,930 $22,631
<PAGE>
(1) Stock option grants to former CEO were cancelled at date of
employment termination, May 21, 1995.
</TABLE>
FURTHER INFORMATION
Principal Shareholders
<TABLE>
<CAPTION>
The following table sets forth certain information, as of
October 30, 1995, concerning those persons who are known by management
of the Company to be beneficial owners of more than 5% of the Company's
outstanding Common Stock (as provided to the Company by such persons).
Name and address Amount and nature of Percent
of beneficial owner beneficial ownership of class
<S> <C> <C>
Manning & Napier Advisors, Inc.
One Lincoln First Square, Suite 1100
Rochester, NY 14604 1,793,683.97 (1) 91.0%
William Manning
One Lincoln First Square, Suite 1100
Rochester, NY 14604 1,797,877.43 (2) 91.2%
(1) Includes 1,745,254.50 shares of Common Stock whom M&N via investor
agreements have sole dispository and voting power over. M&N has
sole dispository and shared voting power over 48,429.47 shares of
Common Stock.
(2) William Manning, as President of M&N, is deemed to be the
beneficial owner of the shares beneficially owned by M&N.
William Manning owns directly 4,193.46 shares of Common Stock.
</TABLE>
Compensation Committee Report
The Compensation Committee has formulated a compensation philosophy and
has adopted a performance based bonus program which has been implemented
at all levels of the Company. The Compensation Committee has implemented
equity-based incentives through grants of stock options under the Company's
1994 Employees' Incentive Stock Plan.
Performance Graph
The SEC requires that companies include in their Proxy Statement a
line-graph presentation comparing cumulative, five-year stockholder returns
on an indexed basis with both the Standard & Poors 500 Stock Index and other
publicly-traded companies in the Company's <PAGE> so-called "peer group;"
i.e., those in similar lines of business, or as similar as possible.
The Company's Common Stock has not been quoted for trading in the
over-the-counter market or elsewhere. The Company's stock is not listed
on any exchange or through the National Association of Securities Dealers
quotation system. The Company's stock has not been included in the so-called
"pink sheets," a quotation service for many public companies whose stocks
are not listed or quoted elsewhere.
Consequently, the Company is unable to present a performance graph.
AUDITORS
The Board has selected Coopers & Lybrand as the Company's independent
auditors for the fiscal year ended June 30, 1996. Coopers & Lybrand has
audited the Company's financial statements for the fiscal years ended
June 30, 1995 and 1994. Representatives from Coopers & Lybrand will be
present at the Meeting of Shareholders, will have the opportunity to make
a statement if they wish, and will be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS FOR FISCAL YEAR 1996 ANNUAL MEETING
Shareholder proposals intended to be presented at the Fiscal Year 1996
Annual Meeting which are eligible for inclusion in the Company's proxy
statement for that meeting under the applicable rules of the Security and
Exchange Commission must be received by the Company not later than
August 3, 1996. Such proposals should be addressed to the Secretary at
the Company's corporate headquarters.
OTHER MATTERS
At the date of this Information Statement, management is not aware of
any matters to be presented for action at the meeting other than those
described above.
Wes L. Hardenburg, Secretary
Troy, Michigan
December 1, 1995
