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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Polymer Research Corp. of America
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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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
___________________________________________________________________________
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POLYMER RESEARCH CORP. OF AMERICA
2186 Mill Avenue
Brooklyn, New York 11234
April 15, 1997
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 1997
To the Shareholders of POLYMER RESEARCH CORP. OF AMERICA:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Polymer Research Corp. of America ("Polymer") will be held at
the offices of Polymer, 2186 Mill Avenue, Brooklyn, New York 11234 on May 22,
1997, at 10:30 A.M. for the following purposes, all as more fully set forth in
the attached proxy statement:
1. To elect seven (7) directors of the Corporation; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 11,
1997, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting.
Pursuant to Article 2A of Polymer's Bylaws, any nominations for
directors must be made in writing and received by the Secretary of the
Corporation at least 21 days prior to the Meeting.
Such nominations, if any, must set forth:
(i) the name, age, business address, and if known, residence
address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee and
(iii) the number of shares of stock of the Corporation which
are beneficially owned by each such nominee.
YOUR VOTE IS IMPORTANT. PLEASE EXECUTE AND RETURN
THE ENCLOSED PROXY STATEMENT WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE ANNUAL MEETING.
By Order of the Board of Directors
-----------------------------------
Anna Dichter, Secretary
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POLYMER RESEARCH CORP. OF AMERICA
2186 Mill Avenue
Brooklyn, New York 11234
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 1997
This Proxy Statement is furnished in connection with the solicitation
by the management of Polymer Research Corp. of America, a New York corporation
("Polymer"), of proxies to be voted at the Annual Meeting of Shareholders to be
held at the offices of Polymer, 2186 Mill Avenue, Brooklyn, New York 11234 on
May 22, 1997, at 10:30 A.M., local time, and at any adjournment thereof (the
"Meeting"). This proxy statement will be mailed to shareholders on or about
April 17, 1997.
The purpose of the Meeting is to: (i) elect seven (7) directors of the
Corporation; and (ii) consider such other business that may properly come before
the Meeting.
Any shareholder giving a proxy has the power to revoke it by giving
notice to the Company in writing, or in open meeting before any vote is taken.
The shares represented by the enclosed proxy will be voted as directed if it is
properly signed and received by the Company prior to the time of the Meeting. If
no direction is given in the proxy, it will be voted in favor of management's
nominees.
Outstanding Securities and
Security Ownership of
Certain Beneficial Owners and Management
The shareholders of record of the Company's common shares at the close
of business on April 11, 1997 are entitled to vote on matters to come before the
Meeting. On that date, there were 1,448,712 issued and outstanding common
shares, giving effect to the 5% stock dividend paid on April 9, 1997 to
shareholders of record on April 1, 1997. As provided in the Certificate of
Incorporation, each common share is entitled to one vote.
1
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The following table sets forth certain information, as of April 10,
1997 with respect to each person known to the Company to be the beneficial owner
of more than 5% of the Company's Common Stock and all officers and directors as
a group:
Name and Address Amount Bene- Percentage
Beneficial Owner ficially Owned of Class
---------------- -------------- ----------
Carl Horowitz 379,266 25.5%
2719 Whitman Drive
Brooklyn, NY 11234
First Wilshire Securities 130,616 8.8%
Management Corp
600 South Lake Street
Pasadena, CA 91106
All Officers and 515,451 34.6%
Directors as a Group
(11 persons)
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Executive Compensation
The following table sets forth all compensation paid for services rendered
during the year ended December 31, 1996 and for the two prior years to the chief
executive officer of the Company and each executive officer whose aggregate cash
compensation exceeded $100,000 for the year ended December 31, 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Name and
Principal Other Annual Other
Position Year Salary Bonus Compensation Compensation(2)
- -------- ---- ------ ----- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Carl Horowitz 1996 $150,000 $25,000 $10,836 $ 7,460
Chief Executive Officer, 1995 135,915 25,000 27,616(1) 8,084
President 1994 140,471 25,000 28,093(1) 4,489
Irene Horowitz 1996 153,923 10,000 -0- 7,650
Senior Vice President 1995 152,525 10,000 -0- 7,940
1994 144,452 10,000 -0- 4,474
John M. Ryan 1996 241,167 20,000 -0- 3,524
Executive Vice President 1995 218,227 7,738 -0- 3,374
1994 191,154 7,511 -0- 12,002
Mohan Sanduja 1996 114,080 1,500 -0- 10,592
Vice President - 1995 102,930 2,000 -0- 9,493
1994 99,519 2,000 -0- 7,141
</TABLE>
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(1) Represents life insurance premium for policy of which Dr. Horowitz has the
right to designate beneficiary.
(2) Represents amounts contributed by the Company on behalf of the named
individual to the Company's profit sharing plan.
Directors who are not employees of the Company receive a fee of $500
for each regular meeting of the Board of Directors that they attend. The Company
has no committees of directors. No director attended less than 75% of the
meetings of the Board.
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Employment Agreement
Carl Horowitz has an employment agreement with the Company for a term
ending May 15, 1998 at a base salary of $150,000 for 1996, with annual increases
of $10,000 per year. On July 26, 1994, the Company entered into retirement
agreements with the Company's President and Senior Vice President. The
agreements set a compensation rate of 60% of the average 5 preceding year's
annual compenation, payable for the remainder of each individual's life. In
addition, the Company is to maintain each individual's medical benefits.
ELECTION OF DIRECTORS
There are seven (7) directors to be elected. Those nominees receiving a
plurality of the votes cast will be elected. It is intended that proxies
received by the Proxy Committee in response to this solicitation will be voted
in favor of the election of the seven persons named in the following table to be
directors of the Company to hold office until the next annual meeting of the
shareholders.
The following table states the names of the nominees, their age, the
present and former occupation of each nominee and the number of shares of
Polymer owned by each nominee. All are currently directors of the Company who
hold office until the Meeting and until their successors are elected and
qualified.
<TABLE>
<CAPTION>
Number of Shares
of Company Percentage of Shares
Name Occupation Beneficially Owned(1) Outstanding
- ---- ---------- --------------------- --------------------
<S> <C> <C> <C>
Carl Horowitz President and Chairman of the 379,269 25.5%
Board of Directors of Polymer
since its inception in 1963. Mr.
Horowitz is 73 years old.
Irene Horowitz Mrs. Horowitz is Senior Vice 34,132 2.3%
President and Manager of New
Technology of Polymer. Mrs.
Horowitz has been a Director of
Polymer since 1977. Mrs.
Horowitz is 73 years old.
John Ryan Mr. Ryan has been employed by 38,470 2.6%
the Company since 1981. In 1985,
Mr. Ryan became Executive Vice-
President-Corporate Research of
the Company. Mr. Ryan has been
a member of the Board since 1985.
Mr. Ryan is 41 years old.
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares
of Company Percentage of Shares
Name Occupation Beneficially Owned(1) Outstanding
- ---- ---------- --------------------- --------------------
<S> <C> <C> <C>
Boris Jody Mr. Jody was employed by the -0- --
Standard Motors Corporation from
1952. His last position was as
Assistant Executive Vice-
President. Mr. Jody has been a
member of the Board since 1985.
Mr. Jody is 78 years old.
Mohan Sanduja Dr. Sanduja received his Ph.D in -0- --
chemistry from Queens University,
Ontario, Canada in 1972. From
1979-1982, Dr. Sanduja was
Assistant Director of Research at
Polymer. Since 1982, Dr. Sanduja
has been Polymer's Director of
Research. Dr. Sanduja has been a
Vice President-Research and a
member of the Board since 1987.
Dr. Sanduja is 61 years old.
Alice Horowitz Ms. Horowitz was employed by 48,914 3.3%
Polymer in 1980. From 1993-
1996, she was Senior Vice
President-R&D Marketing; from
1982-1993, she was Vice
President-R&D Marketing. Ms.
Horowitz is 36 years old.
Terry J. Wolfgang Mrs. Wolfgang was employed 14,669 1%
by Polymer from 1981 through
April, 1989. From 1986 through
April, 10, 1989, she was Vice
President of Contracts. Mrs.
Wolfgang is an attorney practicing
law in New York City since 1989.
Mrs. Wolfgang or firms with
whom she has been associated
were paid $43,873, $16,664 and
$31,227 by the Company for legal
services during 1996, 1995 and
1994, respectively. Mrs. Wolfgang
is 34 years old.
All officers and directors as a group 515,451 34.6%
(11 in number)
</TABLE>
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(1) Gives effect to a 5% stock dividend paid on April 9, 1997 to holders of
record on April 1, 1997.
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Carl and Irene Horowitz are husband and wife and are the parents of
Alice Horowitz and Terry Wolfgang. Each disclaims beneficial ownership of shares
owned by the others.
Officers
In addition to the directors listed above, the Company has two
officers. Information concerning those individuals is set forth below:
Name Age No. of Shares
- ---- --- -------------
Anna Dichter 82 770
George W. Sawey 67 75
Betty Friedman 65 -0-
Clair Chamow 62 -0-
Anna Dichter joined the Company in 1968 as Controller. She was elected
Secretary/Treasurer of the Company in 1977. Mrs. Dichter, who devotes her full
time and efforts to the affairs of the Company, is in charge of maintaining the
Company's books on a day-to-day basis. She is the sister of Irene Horowitz.
George V. Sawey has been employed full time by the Company since 1972
and is Vice President in charge of chemical products. He is responsible for the
manufacture of textile inks and chemical products.
Clair Chamow joined the Company in 1982. She became a Vice President in
March of 1996 and is responsible for office management.
Betty Friedman joined the Company in 1976. She became a Vice President
in March of 1996 and is in charge of personnel and purchasing for production.
Stockholder Proposals for 1998 Annual Meeting
Stockholders may present proposals for inclusion in the 1997 Proxy
Statement of the Company provided they are received no later than December 15,
1997 and are in compliance with applicable Securities and Exchange Commission
regulations. Stockholder nominations of persons for election as directors are
subject to the notice requirements described in the Notice of Meeting.
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Annual Report on Form 10-K
A copy of Polymer's annual report on Form 10-K will be furnished to
shareholders upon request in writing to Irene Horowitz c/o Polymer Research
Corp. of America, 2186 Mill Avenue, Brooklyn, New York 11234.
Dated: Brooklyn, New York
April 15, 1997
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POLYMER RESEARCH CORP. OF AMERICA
Management Proxy Common Stock
ANNUAL MEETING OF SHAREHOLDERS
The undersigned, a shareholder of record of POLYMER RESEARCH
CORP. OF AMERICA ("Corporation") on April 11, 1997, hereby appoints Carl
Horowitz and Irene Horowitz or either of them proxies with full power of
substitution, to vote all stock of the Corporation registered in the name of the
undersigned at the Annual Meeting of Shareholders on May 22, 199 at 10:30 A.M.
and adjournments thereof (hereby revoking any prior proxies to vote or act
thereat). Said proxy is directed to vote as follows:
(1) FOR ___ AGAINST ___ Each of the following for directors of the
Corporation: Carl Horowitz - Irene Horowitz - Mohan Sanduja -
Boris Jody - John M. Ryan - Alice Horowitz - Terry Wolfgang.
To Withhold Authority to vote for any nominee, you may list them:
(2) Upon all other matters which may properly come before said
meeting.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF
DIRECTORS NOMINATED BY MANAGEMENT. THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND IF NO INSTRUCTIONS ARE GIVEN
WILL BE VOTED FOR THE ELECTION OF DIRECTORS NOMINATED BY MANAGEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT. PLEASE EXECUTE THIS
PROXY AND RETURN SAME IN THE SELF-ADDRESSED, STAMPED ENVELOPE.
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Print Name No. Shares as of April 11, 1997
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Signature Date
