UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant (X)
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 ss. 260.14a-11(c) or ss. 240.14a-12
Sybron Chemicals Inc.
(Name of Registrant as Specified in its Charter)
N/A
(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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
( ) 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:
<PAGE>
SYBRON CHEMICALS INC.
Birmingham Road
Birmingham, New Jersey 08011
(609) 893-1100
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 1997
------------------------------
The Annual Meeting of Stockholders of Sybron Chemicals Inc. (the "Company")
will be held on Friday, May 30, 1997, at 2:00 p.m. local time, at The Country
House, 122 South Pemberton Road, Pemberton, New Jersey 08068, for the following
purposes:
1. To elect two Class III Directors to serve until the annual meeting of
Stockholders to be held in 2000 and until his successor shall be duly elected
and qualified.
2. To consider and act upon the selection of Price Waterhouse LLP as the
Company's independent auditors for the 1997 fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The close of business on April l8, 1997 has been fixed as the record date
for the meeting. All stockholders of record at that time are entitled to notice
of and to vote at the meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to give
voting instructions with respect to your shares of Common Stock. This proxy is
solicited by the Board of Directors of the Company. The return of the proxy will
not affect your right to vote in person if you do attend the meeting. A copy of
the Company's Annual Report is also enclosed.
By Order of the Board of Directors,
/s/ Lawrence R. Hoffman
-----------------------
LAWRENCE R. HOFFMAN, ESQ.
Secretary
Birmingham, New Jersey
May 1, 1997
<PAGE>
SYBRON CHEMICALS INC.
Birmingham Road
Birmingham, New Jersey 08011
(609) 893-1100
------------------------
PROXY STATEMENT
------------------------
The enclosed proxy is solicited by the Board of Directors of Sybron
Chemicals Inc. (the "Company"), a Delaware corporation, for use at the Annual
Meeting of Stockholders (the "Meeting") to be held on Friday, May 30, 1997, at
2:00 p.m. local time, at The Country House, 122 South Pemberton Road, Pemberton,
New Jersey 08068, and any adjournment or postponement thereof. This proxy
statement, the foregoing notice and the enclosed proxy are being mailed to
stockholders on or about May 1, 1997.
The Board of Directors does not intend to bring any matters before the
Meeting other than the matters specifically referred to in the notice of the
Meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the Meeting. However, if any other matters
properly come before the Meeting, the persons named in the accompanying proxy or
their duly constituted substitutes acting at the Meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment in
such matters.
In the absence of instructions, the shares represented at the Meeting by
the enclosed proxy will be voted "FOR" the nominees of the Board of Directors in
the election of two directors; "FOR" the approval of Price Waterhouse LLP as the
Company's independent auditors for the 1997 fiscal year; and, as to any other
matter that may be properly brought before the Annual Meeting, in accordance
with the judgment of the proxy holders. Any proxy may be revoked at any time
prior to its exercise by notifying the Secretary in writing, by delivering a
duly executed proxy bearing a later date or by attending the Meeting and voting
in person.
QUORUM AND VOTING
The presence, in person or by proxy, of stockholders entitled to cast a
majority of the votes which stockholders are entitled to cast in the election of
a director and on the selection of Price Waterhouse LLP as the Company's
independent auditors, shall constitute a quorum. Each of those matters submitted
to the
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shareholders requires the affirmative vote of a majority of the votes cast at
the meeting. For purposes of determining the number of votes cast with respect
to any voting matter, only those cast "for" or "against" are included.
Abstentions and broker non-votes are counted only for purposes of determining
whether a quorum is present at the Meeting.
At the close of business on April 18, l997, the record date, the Company
had outstanding 5,666,817 shares of Common Stock, par value $.0l per share. On
all matters voted upon at the Meeting and any adjournment or postponement
thereof, each record holder of Common Stock will be entitled to one vote per
share.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the holdings
of each stockholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 5%
of the Company's Common Stock at the close of business on March 31, 1997. Each
of the persons named in the table below as beneficially owning the shares set
forth therein has sole voting power and sole investment power with respect to
such shares.
Amount Percent of
Beneficially Outstanding
Name and Address of Beneficial Owner Owned Shares
- ------------------------------------ ----- ------
Citicorp Investments Inc................... 2,025,000 35.74
399 Park Avenue
New York, NY 10043
T. Rowe Price Associates, Inc.............. 564,000 9.94
100 East Pratt Street
Baltimore, MD 21202
Richard M. Klein........................... 459,786 8.10
P.O. Box 66
Birmingham, NJ 08011
T. Rowe Price Small Cap Value.............. 450,000 7.94
Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
The TCW Group, Inc......................... 438,200 7.73
865 South Figueroa Street
Los Angeles, CA 90017
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MANAGEMENT OWNERSHIP
The following table sets forth certain information regarding the Common
Stock beneficially owned by the Company's Chief Executive Officer, by each
director and nominee for director of the Company, by each of the Company's four
other most highly compensated executive officers and by all directors and
executive officers of the Company as a group, at the close of business on March
31, 1997. Each of the persons named in the table below as beneficially owning
the shares set forth therein has sole voting power and sole investment power
with respect to such shares, unless otherwise indicated.
Amount Percent of
Beneficially Outstanding
Owned(1) Shares(1)
-------- ---------
Name of Beneficial Owner Richard M.
- -----------------------------------
Richard M. Klein.................................... 459,786 8.1
David I. Barton.................................... 2,600 *
Paul C. Schorr, IV................................ 0 -
John H. Schroeder................................. 59,524 1.0
Heinn F. Tomfohrde, III............................. 4,000 *
Peter de Bruijn..................................... 1,787 *
Albert L. Eilender................................. 4,432 *
Joe J. Belcher.................................... 15,995 *
All directors and executive officers as a group
(11 persons)........................................ 570,460 10.0
- ------------------
*Represents less than 1% of the Company's outstanding shares of
Common Stock.
(1) Shares issuable pursuant to options exercisable within
60 days of December 31, 1996 are deemed to be benefi-
cially owned; accordingly, the amount beneficially
owned includes the following number of shares of Common
Stock underlying options held by the following
individuals: Richard M. Klein 1,800 shares, John H.
Schroeder 1,800 shares, Heinn F. Tomfohrde, III 2,000
shares, Peter de Bruijn 675 shares and Joe J. Belcher
150 shares; and all directors and executive officers as
a group 8,015 shares.
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is managed under the direction of its Board of
Directors. The Board meets on a regularly scheduled basis during the Company's
fiscal year to review significant developments affecting the Company and to act
on matters requiring Board approval. During the year ended December 31, 1996,
the Board of Directors met four times. During 1996, each of the directors was in
attendance at no less than 75%
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of the aggregate number of meetings of the Board of Directors and the committees
on which he served. The Company has the following standing committees of the
Board of Directors whose present members are as identified below:
Audit and Compensation Committee. The Audit and Compensation Committee (the
"Committee") reviews and recommends to the Board of Directors the independent
auditors to be selected to audit the books of the Company, the proposed scope of
the audit to be performed by such independent auditors and reviews such audit,
including the opinion and any comments or recommendations of the independent
auditors. The Committee also reviews with the independent auditors and with the
financial management of the Company the adequacy and effectiveness of the
internal auditing, accounting and financial controls of the Company and reviews
the practices and procedures adopted by the Company to ensure compliance with
the applicable laws and regulations. In addition, the Committee approves the
compensation of the Executive Officers of the Company and serves as the
Committee described in the Company's 1992 Stock Option Plan to operate and
administer the Plan solely with respect to persons who are Principal Officers as
defined therein. The Committee met four times during 1996. The members of the
Committee are Heinn F. Tomfohrde, III (Chairman), David I. Barton and Paul C.
Schorr, IV.
Stock Option Plan Committee. The Stock Option Plan Committee serves as the
Committee described in the Company's 1992 Stock Option Plan to operate and
administer the Plan solely with respect to persons who are not Principal
Officers as defined therein. The Stock Option Plan Committee did not meet during
1996. Its members are Richard M. Klein (Chairman) and John H. Schroeder.
Executive Committee. The Executive Committee was established to perform
such duties as the Board of Directors from time to time may direct. The
Executive Committee did not meet during 1996. Its members are Richard M. Klein
(Chairman), Paul C. Schorr, IV and John H. Schroeder.
Compensation of Directors
Each member of the Board of Directors who is not an employee of the Company
is automatically granted options to acquire 4,000 shares of common stock on the
first business day of each year. In addition, directors of the Company who were
not employees or affiliates of Citicorp Investments Inc. were paid a standard
fee of (a) $750 for each meeting of the Board of Directors which such director
attends, and (b) $500 for each meeting of a committee of the Board of Directors
which such Director attends. Such Directors are also entitled to reimbursement
of reasonable travel expenses incurred while attending meetings of the Board of
Directors or any of its committees.
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes certain information for each of the last three
fiscal years concerning the cash compensation paid by the Company, as well as
certain other compensation paid to or accrued for 1996, 1995 and 1994, to the
Company's Chief Executive Officer and to each of the Company's other four most
highly compensated executive officers:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------------- -----------------------------------
Awards
------
All
Other Other
Name and Annual Restricted Securities LTIP Compen-
Principal Salary Bonus Compensa- Stock Underlying Pay- sation
Position Year ($) ($) tion($) Award(s)($) Options outs($) ($)(6)
-------- ---- --- --- -------- ----------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard M. Klein 1996 264,560 176,959(1) -- -- 25,500 -- 23,931
President and Chief 1995 256,855 49,214(2) -- -- -- -- 27,484
Executive Officer 1994 252,986 61,716(3) -- -- 4,500 -- 16,887
Peter de Bruijn 1996 146,932 59,179(1) -- -- 18,625 -- 48,362
Managing Director- 1995 136,985 32,393(2) -- -- 3,375 -- 40,122
Europe Division 1994 103,904 10,978(3) -- -- -- -- 34,637
John H. Schroeder 1996 158,795 79,037(1) -- -- 22,500 -- 15,646
Executive Vice 1995 148,321 21,869(2) -- -- -- -- 18,871
President, 1994 144,952 26,436(3) -- -- 6,625 -- 14,137
Environmental
Products and Services
Albert L. Eilender(4) 1996 125,769 76,630 -- -- 25,000 -- 27,373
Executive Vice 1995 Not Employed by the Company -- -- -- -- --
President, Corporate 1994 Not Employed by the Company -- -- -- -- --
Development
Joe J. Belcher 1996 80,272 95,032(5) -- -- 13,625 -- 15,987
Vice President, 1995 78,229 97,712(5) -- -- -- -- 11,188
Textile Chemicals- 1994 75,981 79,065(5) -- -- -- -- 9,592
North America
</TABLE>
- -------------------
(1) Consists of bonuses earned during 1996 and paid in 1997 pursuant to the
Company's Executive Bonus Plan (the "Bonus Plan"). These bonuses were paid
in the form of Common Stock and cash in the following amounts: Richard M.
Klein 4,276 shares and $103,198 cash, Peter de Bruijn 635 shares and $48,225
cash, John H. Schroeder 1,381 shares and $55,215 cash and Albert L. Eilender
2,432 shares and $34,678 cash. The closing price of the Common Stock on the
date the Bonus Plan shares were issued was $17.25. For a description of the
determination of the number of shares issued see: "Report of the Audit and
Compensation Committee on Executive Compensation".
(2) Consists of bonuses earned during 1995 and paid in 1996 pursuant to the
Bonus Plan. These bonuses were paid in the form of Common Stock and cash in
the following amounts: Richard M. Klein 4,279 shares and $5 cash, Peter de
Bruijn 436 shares and $27,379 cash and John H. Schroeder 1,416
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shares and $5,585 cash. The closing price of the Common Stock on the date
the Bonus Plan shares were issued was $11.50.
(3) Consists of bonuses earned during 1994 and paid in 1995 pursuant to the
Bonus Plan. These bonuses were paid in the form of Common Stock and cash in
the following amounts: Richard M. Klein 4,257 shares and $8,503 cash, Peter
de Bruijn 652 shares and $2,828 cash and John H. Schroeder 1,374 shares and
$9,261 cash. The closing price of the Common Stock on the date the Bonus
Plan shares were issued was $12.50.
(4) Mr. Eilender joined the Company in May 1996.
(5) Mr. Belcher does not participate in the Bonus Plan, instead,
he receives an alternative compensation arrangement based on adjusted
variable profits for certain segments of the America textile chemical
business.
(6) Includes (with respect to amounts applicable to 1996) contributions by the
Company to the named executives' pension and 401(k) plans ("PLANS"), as well
as car allowances ("AUTO"), life insurance premiums ("LIFE"), moving
expenses ("MOVING"), income tax preparation ("TAX") and supplemental
executive retirement plan payments ("SERP") paid by the Company for the
benefit of the named executives: Richard M. Klein $9,840 (PLANS), $2,533
(AUTO), $171 (LIFE), $10,742 (SERP), $645 (TAX); Peter de Bruijn $39,059
(PLANS), $9,303 (AUTO); John H. Schroeder $9,133 (PLANS), $3,707 (AUTO),
$544 (LIFE), $2,262 (SERP); Joe J. Belcher $9,069 (PLANS), $5,360 (AUTO),
$546 (LIFE), $1,012 (SERP); and Albert L. Eilender $5,031 (PLANS), $1,296
(AUTO), $319 (LIFE), $20,727 (MOVING).
Stock Option Grants in Last Fiscal Year
The following table sets forth, as to the Chief Executive Officer and the
four most highly compensated other executive officers of the Company,
information with respect to the grant of stock options during 1996. None of
these executive officers exercised any options during 1996. The Company did not
grant any stock appreciation rights ("SARs") during 1996.
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<PAGE>
<TABLE>
<CAPTION>
Individual Grants(1)
- ---------------------------------------------------------------------------------
Number of % of Total Potential Realizable
Securities Options Value at Assumed
Underlying Granted to Exercise Annual Rates of Stock
Options Employees in or Base(2) Expiration Price Appreciation for
Name Granted(#)(1) Fiscal Year Price($/Sh) Date Option Term
---- ------------- ----------- ----------- ---- -----------
5%($) 10%($)
----- ------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Klein... 4,500 1.6% $12.50 4/23/06 $ 35,375 $ 89,648
9,000 3.2% $12.75 4/26/06 $ 72,166 $182,882
12,000 4.3% $13.50 6/14/06 $101,881 $258,186
Peter de Bruijn.... 2,500 0.9% $10.75 1/02/06 $ 16,901 $ 42,832
1,625 0.5% $12.50 4/23/06 $ 12,774 $ 32,373
14,500 5.2% $13.50 6/14/06 $123,106 $311,975
John H. Schroeder.. 4,500 1.6% $12.50 4/23/06 $ 35,375 $ 89,648
9,000 3.2% $12.75 4/26/06 $ 72,166 $182,882
9,000 3.2% $13.50 6/14/06 $ 76,411 $193,640
Albert L. Eilender. 25,000 8.9% $13.50 6/14/06 $212,252 $537,888
Joe J. Belcher..... 2,500 0.9% $12.50 4/23/06 $ 19,653 $ 49,804
1,250 0.4% $12.75 4/26/06 $ 10,023 $ 25,400
9,875 3.5% $13.50 6/14/06 $ 89,840 $212,466
</TABLE>
- -------------------
(1) Options granted during 1996 are scheduled to vest and become exercisable in
annual increments of 20% beginning on the initial anniversary of the date of
grant, with full vesting occurring five years from the date of grant. Upon
termination of employment, all unvested options will terminate and the
optionee will have 90 days from the date of termination to exercise all
outstanding vested options. Notwithstanding the foregoing, in the event of
death, the optionee's estate will have 12 months from the date of death to
exercise all outstanding vested options.
(2) Each such option had an exercise price equal to the market price of the
Common Stock on the date of grant.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
None of the Company's executive officers exercised any of their stock
options during 1996. The Company does not have any outstanding SARs.
Number of Securities
Underlying Unexercised
Options at FY-End(#)
Name Exercisable Unexercisable
---- ----------- -------------
Richard M. Klein.......... 1,800 28,200
Peter de Bruijn........... 675 21,325
John H. Schroeder......... 1,800 25,200
Albert L. Eilender........ 0 25,000
Joe J. Belcher............ 150 13,850
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Compensation Committee Interlocks and Insider Participation
NONE
Pension Plans
None of the Company's executive officers are eligible participants in
defined benefit or actuarial plans sponsored by the Company. However, Peter de
Bruijn, a resident of the Netherlands, participates in a national pension plan
sponsored by the Dutch government.
Report of the Audit and Compensation Committee on Executive
Compensation.
The compensation policies adopted by the Audit and Compensation Committee
(the "Committee") are designed to attract and retain executives capable of
leading the Company to meet its business objectives, and to motivate the
Company's executives to enhance long term shareholder value.
The objectives of the Company's compensation program are to:
-attract, retain and motivate key executive talent; and
-provide rewards which are closely linked to Company
performance; and
-align the interests of the Company's key employees with those of its
stockholders through potential stock ownership.
The Committee applies these objectives to executive officers and key
employees through the availability of performance based cash and stock incentive
opportunities and stock option grants.
Executive officer compensation programs have short-term and longer term
components. Short-term components include base salary and annual bonus under the
stockholder approved Executive Bonus Plan. The longer term component consists of
stock option awards under the 1992 Stock Option Plan.
Salaries
The Committee sets salaries for the Company's executive officers based upon
the Committee's assessment of the performance of each officer and the
Committee's understanding of executive compensation practices at similar
specialty chemical companies. The Committee uses industry comparative
compensation information as a general reference, however, rather than to set
specific salary amounts.
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<PAGE>
Bonuses
Bonus awards for executive officers are based on a range of quantitative
measures including Company wide financial performance and general economic
conditions for the previous year. Bonuses, which constitute a significant
portion of an executive's overall compensation, were determined in accordance
with the Company's Bonus Plan which provides for awards to executives based on
meeting operating profit growth targets.
Under the Bonus Plan, the bonus payable to certain executive officers for
any given year is based on the operating profit for that year versus targets
related to growth over the preceding year's operating profit as well as overall
growth of 12% per year in operating profit.
The basic bonus formula in the Bonus Plan provides for payments ranging
from 0% to 78% of the executive's base salary, depending on the executive's
salary grade level and on the level of operating profit attained in relation to
the targets, subject to certain adjustments based on the Company's cash flow
performance. In addition, executive officers may be entitled to a supplemental
bonus if operating profit exceeds the maximum target level.
Dr. Klein and Messrs. Adler, Eilender and Schroeder received 1996 bonuses
based on the executive officer basic bonus provisions of the Bonus plan. Each
received the same percentage payout relative to their grade level, in accordance
with the formula. Messrs. de Bruijn, Hoffman and McPeak received their bonuses
based on the Executive Basic Bonus provisions of the Bonus Plan. Dr. Klein and
Messrs. Adler, de Bruijn, Eilender and Schroeder were also awarded supplemental
bonuses that will be paid in March 1998 provided that the Company attains
certain performance targets during 1997. Mr. Hoffman received a monthly bonus
for performing additional duties normally performed by the Chief Financial
Officer. Mr. Belcher does not participate in the Bonus Plan, instead, he
receives an alternative compensation arrangement based on adjusted variable
profits for certain segments of the America textile chemical business.
Executive officers received 100% of their 1996 Projected Target bonus in
Company Common Stock, with the balance paid in cash, as per the terms of the
Bonus Plan. The number of shares of Common Stock was based on each executive
officer's 1996 Projected Target (as defined in the Bonus Plan), at a
pre-established price. This price was $24.125 for Dr. Klein and Messrs. Adler,
de Bruijn, Hoffman, McPeak and Schroeder, and $14.25 for Mr. Eilender. The
actual amount of each executive officer's stock bonus for 1996 is based on the
February 28, 1997 trading price of $17.25 per share, which was 28.4% below the
$24.125 price noted above, and 21.1% higher than the $14.25 price noted above,
used to calculate the number of shares payable under the Bonus Plan.
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Messrs. McPeak and Schroeder received promotions during 1996 with
commensurate increases in grade level and salary. Dr. Klein and Messrs. Adler,
Belcher, de Bruijn and Hoffman all received merit increases in base salary on
their salary review date.
Heinn F. Tomfohrde, III (Chairman)
David I. Barton
Paul C. Schorr, IV
Employment Agreements with Executive Officers
Mr. Eilender (Executive Vice President, Corporate Development) is employed
pursuant to an employment agreement dated April 19, 1996 (the "Agreement"). Mr.
Eilender's base salary is at an annual rate of $200,000 which is to be reviewed
annually. Mr. Eilender is also eligible to participate in the Company's
executive bonus plan which carries a target bonus of 26% of his annual salary.
The actual amount of the award depends upon the performance of the Company.
The Agreement further provides that, in the event there shall be a change
in control, as defined in the Agreement, and Mr. Eilender's employment with the
Company terminates at any time prior to December 31, 1998 Without Cause, as
defined in the Agreement, Mr. Eilender shall be entitled to a lump sum payment
equal to twice his annual base salary then in effect.
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total stockholder return on
the Company's Common Stock from March 31, 1992 (the date on which the Company's
Common Stock was first publicly traded) through December 31, 1996, as compared
to the returns of the Standard and Poor's 500 Index and the Standard & Poor's
Specialty Chemicals Stock Index. The graph assumes $100 was invested on March
31, 1992 in the Company's Common Stock and in each of the two Standard & Poor's
indices and assumes the reinvestment of dividends.
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GRAPH OMITTED
(See below)
Comparison of Cumulative Total Returns
3/92 12/92 12/93 12/94 12/95 12/96
---- ----- ----- ----- ----- -----
Sybron Chemicals 100.0 108.75 120.65 77.50 53.75 80.00
S&P 500 Composite 100.0 107.93 115.55 113.77 152.57 183.49
S&P Specialty Chemicals 100.0 105.89 118.50 101.59 131.42 140.68
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission and to furnish the Company with copies of these reports.
Based upon a review of such reports furnished to the Company, the Company
believes that all of those filing requirements were satisfied on a timely basis.
PROPOSAL ONE
ELECTION OF TWO DIRECTORS
At the Meeting, the stockholders will elect two Class III Directors to hold
office until the Annual Meeting of Stockholders to be held in 2000 and until his
successor shall be duly elected and qualified. Proxies for holders of Common
Stock executed on the enclosed form will be voted, in the absence of other
instructions, "FOR" the election of the person named below. Should the nominee
become unavailable to accept nomination or
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<PAGE>
election as a director, the persons named in the enclosed proxy will vote the
shares which they represent for the election of such other person as the Board
of Directors may recommend. The nominees for director are presently serving as
directors of the Company.
The following sets forth certain information about each nominee for
election at this meeting and each director continuing in office.
Nominated for election at this meeting:
Heinn F. Tomfohrde, III, 63, has been a director of the Company since June,
1992. Mr. Tomfohrde served as President, Chief Operating Officer and a director
of International Specialty Products Inc. and its predecessor company, GAF
Chemicals Corporation, from 1987 to 1991. Since 1991, Mr. Tomfohrde has been an
independent business consultant and currently serves as a director of Harris
Chemical Group, Inc. and McWhorter Technologies Inc.
David I. Barton, 58 has been a director of the Company since July 1996 and
served as Chairman, President and Chief Executive Officer of OSi Specialties,
Inc. from March 1993 until October 1995. During the previous five years, Mr.
Barton was Senior Vice President and General Manager of the Specialty
Derivatives business at International Specialty Products, Inc. Mr. Barton
currently serves as a director of the University of Connecticut Foundation.
Directors whose present terms continue until 1998:
Paul C. Schorr, IV, 29, has been a director of the Company since February
1997. Mr. Schorr has been a Vice President of Citicorp Venture Capital Ltd.,
which is an affiliate of the Company, since 1996. Prior to joining Citicorp in
1996, Mr. Schorr was a consultant with McKinsey & Company, Inc. Mr. Schorr
currently serves as a director of Inland Resources and Fairchild Semiconductor.
Richard M. Klein, 59, has been a director of the Company and its President
and Chief Executive Officer since its inception in 1987. From 1969 until July
1987, Dr. Klein served in various managerial positions with the Company's
predecessors, becoming its senior executive officer in 1978. He holds a Ph.D. in
Chemistry from the University of Illinois. Dr. Klein currently serves as a
director of the Nash Engineering Company.
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Director whose present term continues until 1999:
John H. Schroeder, 46, has served in various managerial positions within
the Company since 1983 and became a director of the Company in February 1992. He
was promoted to Executive Vice President, Environmental Products and Services in
March 1996 with responsibility for all business activities for the Company's
Environmental Products and Services segment. From February 1994 to February
1996, he was the Executive Vice President, Ion Exchange Products.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR
PROPOSAL TWO
PROPOSAL TO APPROVE THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the stockholders, the Board of Directors has
selected the firm of Price Waterhouse LLP, which served as the Company's
independent auditors for the last fiscal year, to serve as the Company's
independent auditors with respect to the consolidated financial statements of
the Company and its subsidiaries for the current fiscal year.
A representative of Price Waterhouse LLP is expected to be present at the
annual Meeting and will have the opportunity to make a statement if he or she
desires to do so. The representative is also expected to be available to respond
to appropriate questions of stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" APPROVAL OF THE ABOVE PROPOSAL
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual Meeting
of Stockholders must be received by January 2, 1998 at the Company's principal
executive offices, Birmingham Road, Birmingham, New Jersey 08011, directed to
the attention of the Secretary in order to be considered for inclusion in next
year's annual meeting proxy material. Each proposal must set forth: (i) the name
and address of the stockholder who intends to bring the business before the
meeting; (ii) the general nature of the business which he or she seeks to bring
before the meeting; and (iii) a representation that the stockholder is a holder
of record of the stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to bring the business
specified in the notice before the meeting.
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<PAGE>
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of solicitation of proxies for the
Meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telecopy by
directors, officers or regular employees of the Company or its subsidiaries.
ANNUAL REPORT ON FORM l0-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST
RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO THE INVESTOR
RELATIONS DEPARTMENT AT THE ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE
OF THIS PROXY STATEMENT.
The foregoing notice and proxy statement are sent by Order of the Board of
Directors.
/s/ Lawrence R. Hoffman
-----------------------
LAWRENCE R. HOFFMAN, ESQ.
Secretary
May 1, 1997
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SYBRON CHEMICALS INC.
The undersigned, a stockholder of SYBRON CHEMICALS INC., hereby constitutes
and appoints RICHARD M. KLEIN AND LAWRENCE R. HOFFMAN, and each of them acting
individually, as the attorney and proxy of the undersigned, with full power of
substitution, for and in the name and stead of the undersigned, to attend the
Annual Meeting of Stockholders of the Company to be held on Friday, May 30,
1997, at 2:00 P.M. local time, at the Country House, 122 South Pemberton Road,
Pemberton, New Jersey 08068 and any adjournment or postponement thereof, and
thereat to vote all shares of Common Stock which the undersigned would be
entitled to case if personally present, as follows on the reverse side.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT OF SYBRON CHEMICALS INC.
(Please sign and date on reverse side)
(SEE REVERSE
SIDE)
Please mark
(X) votes as in
this example.
This Proxy is solicited on behalf of the Board of Directors. Unless otherwise
specified, the shares will be voted "FOR" the election of the nominees for
director and "FOR" the proposal set forth below. This Proxy also delegates
discretionary authority to vote with respect to any other business which may
properly come before the Meeting or any adjournment or postponement thereof.
1. Election of Directors 2. To approve the appointment
of Price Waterhouse LLP
Nominee: David I. Barton as the Company's independent
auditors.
For Withheld For Against Abstain
( ) ( ) ( ) ( ) ( )
Nominee: Heinn F. Tomfohrde, III 3. To vote on such other business
which may properly come before
For Withheld the Meeting.
( ) ( )
MARK HERE
FOR ADDRESS ( )
CHANGE AND
NOTE BELOW
PLEASE SIGN, DATE AND RETURN IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
NOTE: Please sign this Proxy exactly as name(s) appear(s) in address. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such, and if signer is a corporation, please sign with
full corporate name by duly authorized officer or officers and affix the
corporate seal. When stock is issued in the name of two or more persons, all
such persons should sign.
Signature:_________________ Date:_______ Signature:_______________ Date:_______
