SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use by Commission only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Polymer Research Corp. of America
Name of Registrant Specified in Charter
Polymer Research Corp. of America
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
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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 0-11:1
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:___________________________________________________
<PAGE>
POLYMER RESEARCH CORP. OF AMERICA
2186 Mill Avenue
Brooklyn, New York 11234
April 22, 1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 1999
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 27, 1999, 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 20, 1999,
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 27, 1999
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 27, 1999, 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 22, 1999.
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 20, 1999 are entitled to vote on matters to come before the
Meeting. On that date, there were 1,813,635 issued and outstanding common
shares, giving effect to the 5% stock dividend paid on April 9, 1999. 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 March 31, 1999
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:
Name and Address Amount Percentage
Beneficial Owner Beneficially Owned of Class
---------------- ------------------ --------
Carl Horowitz 448,093(2) 24.7%
2719 Whitman Drive
Brooklyn, NY 11234
Irene Horowitz 158,803(2) 8.8%
2719 Whitman Drive
Brooklyn, NY 11234
First Wilshire Securities 198,826 11.0%
Management Corp
600 South Lake Street
Pasadena, CA 91106 (1)
All Officers and 656,195 36.2%
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 9, 1999.
(2) Includes for each of Carl and Irene Horowitz 28,375 shares owned jointly by
them.
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<PAGE>
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(1) Compensation(2)
- -------- ---- ------ ----- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Carl Horowitz 1998 $170,000 $ 0 $ 13,323 $ -0-
Chief Executive Officer, 1997 160,000 25,000 13,236 12,985
President 1996 150,000 25,000 10,836 7,460
Irene Horowitz 1998 180,703 -0- -0- -0-
Senior Vice President 1997 158,349 10,000 -0- 12,985
1996 153,923 10,000 -0- 7,650
John M. Ryan 1998 276,984 12,324 -0- -0-
Executive Vice President 1997 248,014 -0- -0- 3,359
1996 241,167 20,000(3) -0- 3,524
Mohan Sanduja 1998 125,367 1,500 -0- -0-
Vice President - 1997 117,780 1,624 -0- 9,905
1996 114,080 1,500 -0- 10,592
</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 Company's
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, 2003 at a base salary of $170,000 for 1998, 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 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 giving effect to the 5% stock dividend paid in
April 1999. 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 448,093(2) 24.7%
Board of Directors of Polymer
since its inception in 1963. Mr.
Horowitz is 75 years old.
Irene Horowitz Mrs. Horowitz is Senior Vice 158,803(2) 8.8%
President and Manager of New
Technology of Polymer. Mrs.
Horowitz has been a Director of
Polymer since 1977. Mrs.
Horowitz is 75 years old.
John Ryan Mr. Ryan has been employed by 50,643 2.8%
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 43 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>
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 80 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 63 years old.
Alice Horowitz Ms. Horowitz was employed by 21,593 1.2%
Polymer in 1980. From 1993-
1996, she was Senior Vice
President-R&D Marketing; from
1982-1993, she was Vice
President-R&D Marketing. In
1998, Ms. Horowitz rejoined the
Company as Vice President, West
Coast Operations. Ms. Horowitz is
38 years old. Ms. Horowitz is a
member of the Audit Committee.
Terry J. Wolfgang Mrs. Wolfgang was employed by 3,885 0.2%
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 36 years
old.
All officers and directors as a group 656,195 36.2%
(11 in number)
</TABLE>
- --------
(1) Gives effect to a 5% stock dividend paid in April, 1999.
(2) Includes for each of Carl and Irene Horowitz 28,375 shares owned jointly by
them.
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<PAGE>
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 83 1,470
George W. Sawey 68 83
Betty Friedman 66 -0-
Clair Chamow 63 -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.
6
<PAGE>
Stockholder Proposals for 2000 Annual Meeting
Stockholders may present proposals for inclusion in the 2000 Proxy
Statement of the Company provided they are received no later than December 22,
1999 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 22, 1999
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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 20, 1999, 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 22, 1999
- ----------------------------- -----------------------------
Signature Date
