POLYMER RESEARCH CORP. OF AMERICA
2186 Mill Avenue
Brooklyn, New York 11234
April 15, 1998
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 1998
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 19, 1998, 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 15, 1998,
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
<PAGE>
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 19, 1998
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 19, 1998, 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 19, 1998.
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 15, 1998 are entitled to vote on matters to come before the
Meeting. On that date, there were 1,563,177 issued and outstanding common
shares, giving effect to the 5% stock dividend paid on April 2, 1998 to
shareholders of record on March 23, 1998. As provided in the Certificate of
Incorporation, each common share is entitled to one vote.
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<PAGE>
The following table sets forth certain information, as of April 8, 1998
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 398,234 25.5%
2719 Whitman Drive
Brooklyn, NY 11234
First Wilshire Securities 189,358 12.1%
Management Corp
600 South Lake Street
Pasadena, CA 91106 (1)
All Officers and 541,224 34.6%
Directors as a Group
(11 persons)
- ----------
(1) As set forth in the most recent Schedule 13G received by the Company,
as adjusted for the 5% stock dividend paid on April 2, 1998.
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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 1997 $160,000 $ 25,000 $ 13,236 $ 12,985
Chief Executive Officer, 1996 150,000 25,000 10,836 7,460
President 1995 135,915 25,000 27,616(1) 8,084
Irene Horowitz 1997 158,349 10,000 -0- 12,985
Senior Vice President 1996 153,923 10,000 -0- 7,650
1995 152,525 10,000 -0- 7,940
John M. Ryan 1997 248,014 -0- -0-(3) 3,359
Executive Vice President 1996 241,167 20,000 -0- 3,524
1995 218,227 7,738 -0- 3,374
Mohan Sanduja 1997 117,780 1,624 -0- 9,905
Vice President - 1996 114,080 1,500 -0- 10,592
1995 102,930 2,000 -0- 9,493
</TABLE>
- ----------
(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.
(3) During 1997, Mr. Ryan received a bonus of 20,000 shares of the
Companys restricted common stock.
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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<PAGE>
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. In April 1998, the Agreement was extended for an additional
5 years.
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 compensation, 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 398,234 25.5%
Board of Directors of Polymer
since its inception in 1963. Mr.
Horowitz is 74 years old.
Irene Horowitz Mrs. Horowitz is Senior Vice 35,839 2.3%
President and Manager of New
Technology of Polymer. Mrs.
Horowitz has been a Director of
Polymer since 1977. Mrs.
Horowitz is 74 years old.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Number of Shares
of Company Percentage of Shares
Name Occupation Beneficially Owned(1) Outstanding
- ---- ---------- --------------------- -----------
<S> <C> <C> <C>
John Ryan Mr. Ryan has been employed by 40,394 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 42 years old.
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 79 years old. Mr. Jody
is a member of the Audit
Committee.
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 62 years old.
Alice Horowitz Ms. Horowitz was employed by 51,360 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 37 years old. Ms.
Horowitz is a member of the Audit
Committee.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Number of Shares
of Company Percentage of Shares
Name Occupation Beneficially Owned(1) Outstanding
- ---- ---------- --------------------- -----------
<S> <C> <C> <C>
Terry J. Wolfgang Mrs. Wolfgang was employed by 15,402 1%
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 35
years old.
All officers and directors as a group 542,117 34.6%
(11 in number)
</TABLE>
- ----------
(1) Gives effect to a 5% stock dividend paid on April 2, 1996 to holders
of record on March, 23 1998.
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 82 809
George W. Sawey 67 79
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
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<PAGE>
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 1999 Annual Meeting
Stockholders may present proposals for inclusion in the 1998 Proxy
Statement of the Company provided they are received no later than December 19,
1998 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.
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, 1998
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<PAGE>
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 15, 1998, 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 19, 1998 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.
- ----------------------------- -------------------------------
Print Name No. Shares as of April 15, 1998
- ----------------------------- -------------------------------
Signature Date
