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EXHIBIT 20
PROXY STATEMENT
GENERAL INFORMATION
The proxy statement is furnished in connection with the solicitation on behalf
of the Board of Directors of Bio-Lok International Inc. (the "Company"), of
proxies to be voted at the annual meeting of shareholders of the Company to be
held on March 22, 2000, and any adjournment thereof. This proxy statement is
being mailed with the 1999 Annual Report and results for the first quarter 2000
(unaudited).
VOTING AT THE MEETING
The Board of Directors (the "Board") has fixed the close of business of January
31, 2000, as the record date for determining shareholders entitled to vote at
the meeting. On that date there were 5,642,275 shares of the Company's common
stock outstanding, each of which will be entitled to ONE VOTE. At the meeting a
majority of the shares entitled to vote will constitute a quorum for the
transaction of business.
Shares will be voted in accordance with the instructions indicated in a properly
executed PROXY. If no instructions are indicated, such shares will be voted as
recommended by the Board. A shareholder who has given a PROXY may revoke it by
voting in person at the meeting, or by giving written notice of revocation or a
later-dated PROXY to the Secretary of the Company at any time before the closing
of the polls at the meeting. The Secretary of the Company will act as inspector
at the meeting.
The Company's by-laws require the affirmative vote of a plurality of the votes
cast at the meeting for the election of directors and the affirmative of a
majority of the votes cast at the meeting for the approval of the independent
auditors.
ANY PROXY NOT RETURNED TO THE COMPANY WILL BE DEEMED THAT THE STOCKHOLDER AGREES
WITH THE BOARD OF DIRECTORS AND RELATED SHARES WILL BE VOTED BY THE SITTING
BOARD AT THE ANNUAL MEETING.
1. ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The following individuals represent the existing Board of Directors and
Management of the Company:
<TABLE>
<CAPTION>
Month & Year first
Principal Business Position(s), age, Elected or Appointed
Name Expiration of Term and Other Offices as a Director
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
ALEXANDER, HAROLD Director; age 61; term expires 4/01; 4/99
other offices - President of Orthogen
Corporation;
BARONOFF, PETER Vice-Chairman of the Board; age 41; 4/9/96
term expires 3/00; other offices
Chairman & CEO of Sun Capital, Inc.
HOLLANDER, BRUCE L. Chairman of the Board, CEO and President; 12/95
age 61; term expires 4/01;
</TABLE>
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<TABLE>
<CAPTION>
Month & Year first
Principal Business Position(s), age, Elected or Appointed
Name Expiration of Term and Other Offices as a Director
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
KOSLOW, HOWARD Director, age 54; term expires 3/00; 8/97
other offices - President, COO & CFO of
Sun Capital, Inc.
KOZAK, INGO K. Director, CFO and VP - Finance, Secretary; 4/94
age 58; term expires 4/01;
SADOWSKY, CARL Director; age 53; term expires 3/00; 4/9/96
other offices - Doctor of Medicine.
SMITH, NEIL H. Director; age 58; term expires 4/01; 7/96
retired and past C0-Chairman & CFO of
Express Shade, Inc.;
WEISMAN, HAROLD ESQ. Director; age 65; term expires 3/00; 7/96
other offices - Attorney at Law, Delray Beach,
Florida.
</TABLE>
BOARD COMMITTEES
Committees authorized and established are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Executive Committee - Bruce L. Hollander, Chairman
Peter Baronoff
Neil Smith
Ingo K. Kozak
Compensation & Employee Benefits
Committee - Bruce L Hollander, Chairman
Neil H. Smith
Howard Koslow
Finance Committee - Bruce L. Hollander, Chairman
Ingo K. Kozak
Howard Koslow
</TABLE>
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
Board meetings were held regularly every two or three months since the last
annual meeting. Average attendance at these meetings was 90%.
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NOMINATION OF NEW BOARD OF DIRECTORS
The following contains information concerning any nominees and the directors
whose terms of office will continue after the meeting. Unless otherwise
indicated, each such persons current principal business position and historical
positions held for the past 5 years is provided. These individuals are being
nominated by the Board of Directors of the Company after having reviewed their
credentials and evaluated the potential of their contribution to the Company
going forward. No other individuals have been nominated or put forth at the last
Annual Meeting or since.
Board members have been elected in the past on a staggered basis. This change
was implemented in 1997 to provide a level of continuity to the Board for future
years. Individuals elected in 1999 (four (4) directorships) where elected for a
2 year term.
The following individuals are nominated for the term specified at this election
by the Board of Directors:
<TABLE>
<CAPTION>
Year First Length of
Principal Business Position(s) for Past Five (5) Elected Term to be
Name Years, Other Directorships, and Age Director Elected
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BARONOFF, PETER Chairman & CEO of Sun Capital, Inc., age 41; 1996 1
KOSLOW, HOWARD President, COO & CFO of Sun Capital Inc. 1997 1
age 54;
SADOWSKY, CARL Doctor of Medicine; age 53; 1996 1
WEISMAN, HAROLD ESQ. Attorney at Law, Delray Beach, FL, age 65; 1996 1
</TABLE>
THE SITTING BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF THE SLATE PUT FORTH.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of the Company's common
stock beneficially owned by each of the Directors and/or by each of the
Executive Officers named in the Summary Compensation Table and by all Directors
and all Executive Officers of the Company as a group on February 28, 1998,
unless otherwise indicated in footnotes. Each of the following persons and
members of the group had sole voting and investment power with respect to the
shares shown unless otherwise indicated in footnotes.
Beneficially
Name and Office Shares Owned
--------------- ------------
Bruce L. Hollander (Director and Officer)....................... 1,988,532(a)
Ingo K. Kozak (Director and Officer)............................. 667,451(a)
Peter Baronoff (Director)........................................ 240,500
Carl Sadowsky (Director)......................................... 191,000
Howard Koslow (Director)......................................... 69,250
Neil Smith (Director)............................................ 68,000
Harold Weisman (Director)........................................ 60,000
Harold Alexander(Director)....................................... 5,000
Voting Trust - (Voted by Mr. Hollander).......................... 220,000
All Directors and Officers....................................... 3,289,733
Total shares outstanding as of 1/31/00.......................... 5,642,275
Total common stock shares authorized by board.................... 7,000,000
(a) shares voted may not all be beneficially owned by the individual but by
other family members or individual controlled entities.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS None
REPORT OF THE COMPENSATION AND EMPLOYEE BENEFITS COMMITTEE ON EXECUTIVE
COMPENSATION
Committee met as necessary. The Committee recommended the issue of common stock
in lieu of cash to a number of Directors, Officers, employees and select
clinicians; respective shares have been issued after approval by the Board.
SHORT-TERM INCENTIVES None
LONG-TERM INCENTIVES None
RESTRICTED STOCK None
CORPORATE PERFORMANCE AND CEO PAY
1999 represented the first year that the Corporation has been profitable since
its reorganization. Sales have grown and costs have continued to be controlled.
The turn to profitability is expected to continue into 2000 and beyond.
Mr. Hollander, the President and CEO of the company, is covered by an employment
contract which dictates a salary of $150,000 to be paid. For 1999 Mr. Hollander
has again forgone being paid his full salary, permitting the company to continue
to reinvest the money for new machinery and market penetration.
PERFORMANCE GRAPH
None presented or comparison feasible due to lack of stock trading. Book value
of stock as of 1/31/00 (end of the first quarter operating results) was $.15 per
share. No active market has existed for the stock in the past, but trades have
occurred from time to time at from $.25 to $1.25 per share.
SUMMARY COMPENSATION TABLE
The following table sets forth the annual compensation attributable to all
service in the fiscal years 1999, 1998, 1997, paid to those persons who held
officer positions at the end of 1998 fiscal year and will hold same in the
future:
<TABLE>
<CAPTION>
Annual Compensation
------------------------------
Past, Present or Future Other Annual
Name and Principal Position(s) Year Salary Compensation
------------------------------ ---- ------- ------------
<S> <C> <C> <C>
Bruce L. Hollander 1999 $79,465 $ -0-
Director, CEO and President 1998 50,934 -0-
1997 65,852 -0-
Ingo K. Kozak 1999 79,368 -0-
Director, CFO, Secretary and 1998 48,724 -0-
VP - Finance 1997 63,546 -0-
</TABLE>
STOCK OPTIONS Stock options granted to date to Directors and/or employees of the
company are as follows:
2/1/00 - 760,000 stock purchase options have been granted to
employees at an exercise price of $.25 per share from
2/1/2002 to 2/28/2007;
2/15/00 - 200,000 stock purchase options have been granted to an
entity for the assistance in promoting the company and its
stock at an exercise price of $.75 and $3.00 for up to
five years.
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LONG-TERM INCENTIVE PLAN AWARDS None granted in 1999.
PENSION PLANS
Effective 1/1/97 the Company established a 401k Plan for its employees to which
the Company may contribute up to 50% of the employees contribution out of
profits. It represents an option to the Company and the contribution can be
granted only by the Board of Directors. For 1999 no corporate contributions
where voted to be disbursed to the plan.
COMPENSATION OF DIRECTORS
Presently, no compensation is paid to Directors for services as a Director of
the Company except for common stock issued. For 1999 each Director received
10,000 shares of common stock for their services and support of the company.
COMPENSATION OF MEMBERS OF THE EXECUTIVE COMMITTEE (ALSO DIRECTORS), for 1999
member of the Executive Committee of the company were granted 5,000 shares of
common stock for their services and support of the company.
CHANGE OF CONTROL ARRANGEMENTS AND EMPLOYMENT CONTRACTS
Employee contracts exist for Mr. Hollander, President for five (5) years; Mr.
Kozak, Vice President for four (4) years; and, Mr. Nilo, Director International
Sales & Marketing for two (2) years.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Board of Directors it is requested that the
accounting firm of WEINBERG & COMPANY, P.A. be appointed as the independent
auditors of the Company for the fiscal year ending October 31, 2000, which
appointment will be proposed for ratification at the meeting. Weinberg & Company
represented the same accounting firm engaged for the 1999 audit.
Approval of the proposal requires the affirmative vote of a majority of the
shares voted. In the event the proposal is not approved, the Board will consider
the negative vote as a mandate to appoint other independent auditors for the
next fiscal year.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF
DURLAND & COMPANY P.A. AS THE INDEPENDENT AUDITORS.
3. OTHER MATTERS
DISCRETIONARY AUTHORITY
At the time of the mailing of this Proxy Statement, the Board was not aware of
any other matters which might be presented at the meeting. If any matter not
described in this Proxy Statement should properly be presented, the persons
named in the Proxy form to be mailed at a later date will vote such PROXY in
accordance with their judgment.
NOTICE REQUIREMENTS
The Company's By-laws require written notice to the Company of a nomination for
election as a Director (other than a nomination by the Board) and of the
submission of a proposal (Other than a proposal by the Board) for consideration
at an annual meeting of Shareholders. The notice must contain certain
information concerning the nominating or proposing Shareholder, and the nominee
or the proposal, as the case may be, and be furnished to the Company generally
not less than 30 days prior to the meeting. A copy of the applicable by-law
provisions may be obtained, without charge, upon written request to the
Secretary of the Company at the Company's principal executive offices.
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In addition to the foregoing, any shareholder who desires to have a proposal
included in the Company's 2001 annual meeting of shareholders should send to the
Secretary of the Company a signed notice of intent. This notice, including the
text of the proposal, must be received no later than December 31, 2000.
EXPENSES AND METHODS OF SOLICITATION
The expenses of soliciting proxies is being paid by the Company. In addition to
the use of the mails, proxies may be solicited personally, by telephone or other
means of communication, by directors, officers and employees of the Company, who
will not receive compensation therefor.
By order of the Board of Directors,
Ingo K. Kozak
Secretary of the Company
Dated: February 22, 2000
YOUR VOTE IS IMPORTANT. PLEASE, COMPLETE AND SIGN THE PROXY
FORWARDED HEREWITH AND RETURN IT PROMPTLY TO THE COMPANY.
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