ENVIRONMENTAL MONITORING & TESTING CORPORATION
825 Main Street, South
New Ellenton, SC 29809
PROXY STATEMENT
for
1997 ANNUAL MEETING OF SHAREHOLDERS
to be held Wednesday, April 8, 1998
The enclosed proxy is solicited by the Board of Directors of
Environmental Monitoring & Testing Corporation, a Delaware corporation (the
"Company"), in connection with the 1997 Annual Meeting of Shareholders to be
held at the Company's office at 825 Main Street South, New Ellenton,
South Carolina on Wednesday, April 8, 1998 at 10:00 a.m., local time, and any
adjournments thereof, for the purposes set forth in the accompanying Notice
of Meeting. The cost of this solicitation will be borne by the Company.
Unless instructed to the contrary on the proxy, it is the intention of the
persons named in the proxy to vote the proxies in favor of (I) the election
of the two nominees listed herein to serve until the next annual meeting of
shareholders, and (ii) approval of the selection of Margolies, Fink and
Wichrowski as the Company's independent auditors for the fiscal year ending
September 30, 1998. The record date with respect to this solicitation is the
close of business on February 27, 1998 and only shareholders of record at
that time will be entitled to vote at the meeting. A stockholder who submits
a proxy on the accompanying form has the power to revoke it by notice of
revocation directed to the proxy holders at any time before it is voted. If a
stockholder specifies on the accompanying Proxy how shares are to be voted,
they will be voted accordingly. If the stockholder does not specify on the
Proxy how the shares are to be voted, they will be voted "FOR" the election of
directors and the confirmation of the appointment of Margolies, Fink and
Wichrowski as independent auditors for the 1998 fiscal year. Although a
stockholder may have given a proxy, such stockholder may nevertheless attend
the meeting, revoke the proxy and vote in person. The election of the
directors nominated and the confirmation of the appointment of the Company's
auditors will require the affirmative vote of a majority of the shares of the
Company's Common Stock voting at the Annual Meeting in person or by proxy.
The shares represented by all validly executed proxies received in time to be
taken to the meeting, and not previously revoked, will be voted at the
meeting. This proxy statement and the accompanying proxy will be mailed to
you on or about March 3, 1998.
OUTSTANDING SHARES
As of February 27, 1998, the record date for determining the
shareholders of the Company entitled to vote at the meeting, 3,975,383 shares
of Common Stock of the Company, par value $.01 per share, were issued and
outstanding. There is no cumulative voting. Each share of Common Stock
entitles the holder to one vote on all matters brought before the Annual
Meeting. The quorum necessary to conduct business at the Annual Meeting
consists of a majority of the outstanding shares of Common Stock as of the
record date.
ELECTION OF DIRECTORS
Two directors are to be elected at the annual meeting. Those persons
elected will hold office until the next annual meeting of stockholders and
their successors have been elected and qualified. The Company's bylaws
provide that the actual number of directors be established by resolution of
the Board of Directors but in no event shall it be less than three or more
than nine directors. The current Board of Directors consists of two
directors. One director will be elected at a later date by the newly-elected
Board members.
The nominees for the Board of Directors are set forth herein. The proxy
holders intend to vote all proxies received by them for the nominees for
directors listed herein unless instructed otherwise. In the event any nominee
is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy. In the event that
additional persons are nominated for election as directors, the proxy holders
intend to vote all proxies received by them for the nominees listed herein
unless instructed otherwise. As of the date of the proxy statement, the Board
of Directors is not aware of any nominee who is unable or will decline to
serve as a director.
NOMINEES FOR ELECTION
<TABLE>
<S> <C> <C>
Name Age Director Since
George J. Georges
President, Chief Executive Officer 79 1992
Michael R. Camino 56 1997
</TABLE>
George J. Georges
Mr. Georges was appointed to the Company's Board of Directors in
September 1992 and was elected as Chief Executive Officer and President of
the Company contemporaneously with his appointment as a Board member.
Mr. Georges has been a personal investment manager since 1962 and has been a
licensed real estate broker with the State of Illinois since 1954.
Mr. Georges is also a member of the Company's Executive, Finance,
Compensation Stock/Option, Bidding, Legal and Accounting, and Investment
Committees.
Michael R. Camino
Mr. Camino was appointed to the Company's Board of Directors in June
1997 to fill the vacated seat of Ms. Rebecca DelMedico. Mr. Camino received
his dental degree in 1965 from Marquette University. He served in the United
States Air Force from 1965 to 1967. He has practiced dentistry in Northbrook,
Illinois since 1967. Mr. Camino is a member of the American Dental Society
and a past member of the Northbrook Civic Association and the Lake Forest
Committee on Candidates.
The Board of Directors recommends a vote FOR all nominees as directors.
During the fiscal year ended September 30, 1997 the Board of Directors
met four (4) times. No directors on the Board attended fewer than 75% of the
meetings of the Board of Directors.
Voting Securities and Principal Holders
As of February 27, 1998, the record date, the Company had 3,975,383
shares of Common Stock outstanding. Each share is entitled to one vote at the
Company's Annual Meeting of Shareholders.
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of February 27, 1998, by (I) owners of
more than 5% of the Company's Common Stock, (ii) each director of the
Company, and (iii) all executive officers and directors of the Company as a
group.
<TABLE>
<S> <C> <C>
Name and Address of Number of Shares Percentage of Outstanding
Beneficial Owner Beneficially Owned(1) Shares Common Stock(2)
George J. Georges
6445 Via Rosa
Boca Raton, FL 2,000,000 50.3%
Stephen A. Lassak
5665 Whitecraigs Court
Dublin, OH 300,000 7.5%
Michael Camino
1275 Shermer Road
Northbrook, IL 60062 70,000 1.8%
All officers and directors
as a group (3 persons) 2,070,000 52.1%
</TABLE>
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended ("Rule 13d-3") and
unless otherwise indicated, represents shares for which the beneficial owner
has sole voting and investment power.
(2) The percentage of class is calculated in accordance with Rule 13d-3 and
assumes that the beneficial owner has exercised any options or other rights
to subscribe which are currently exercisable within sixty (60) days and that
no other options of rights to subscribe have been exercised by anyone else.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the Securities and Exchange Commission ("SEC") and with the National
Association of Securities Dealers Automated Quotation Systems ("NASDAQ"),
initial reports of ownership and reports of changes in ownership of common
stock and other equity securities of the Company. Officers, directors, and
greater- than-ten-percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations from reporting
persons, there were no instances where reporting persons failed to file
timely reports during the fiscal year ended September 30, 1997.
Executive Compensation
The following table sets forth information concerning the compensation
of the Company's officers who were serving as officers at the end of the
Company's fiscal year. The information set forth below is for the Company's
last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
Long Term Compensation
Annual Compensation(2) Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Name & Principal Other Annual Restricted Options LTIP All Other
Position Year Salary($) Bonus($) Compensation($)(1) Stock Award($) SAR's(#) Payouts($) Compensation($)
G. J. Georges
President/CEO 1997 72,000 - 1,360 - - - -
1996 72,000 - 9,000 - - - -
1995 67,000 - 5,000 - - - -
Stephen A.
Lassak(3)
President/CFO 1997 52,000 - 8,161 - - - -
</TABLE>
(1) Includes automobile expenses for Mr. Georges. Includes automobile
expenses, group medical insurance, and stock issuance for Mr. Lassak.
(2) Does not include consulting fees of approximately $21,600 paid to
Mr. Lassak during fiscal year 1996.
(3) Mr. Lassak resigned as an officer and director of the Company on
December 3, 1997.
The officers of the Company do not have employment contracts and are
employed pursuant to an oral agreement of employment and at the will of the
Company.
The Company does not have any formal pension, profit sharing or such
other similar plans pursuant to which it pays additional cash or non-cash
compensation to its employees including the individuals and group specified
on previous page.
The Board of Directors of the Company may, from time to time, grant
Common Stock or options to purchase Common Stock to officers, directors, and
key employees.
Certain Transactions
On July 17, 1992 Mr. George J. Georges ("Mr. Georges"), pursuant to a
Stock Purchase Agreement purchased 1,000,000 shares of the Company's Common
Stock at a price of $0.35 per share and was granted a warrant ("the
Warrant"), immediately exercisable, to purchase an additional 1,000,000
shares of common Stock at a price of $0.35 per share which warrant expired at
5:00 p.m., Miami, Florida time, December 31, 1993. In addition to the
aforementioned stock acquisition, on July 17, 1992 pursuant to a Shareholder
Agreement and Irrevocable Proxy, Mr. Georges acquired the sole power to vote
the shares of Roscoe E. Walker, the Company's Chief Executive Officer and
President, and Barbara Walker, his wife, as tenants by the entirety. In
addition, the Shareholders' Agreement and Irrevocable proxy enabled Mr.
Georges to change the management of the Company.
On January 8, 1993 the exercise price of the Warrant to purchase
1,000,000 shares of the Company's Common Stock issued to George J. Georges,
the Company's President and CEO, pursuant to the Stock Purchase Agreement was
reduced from $0.35 per share to $0.20 per share. On July 13, 1993 the Warrant
price was reduced to $0.15 per share and the exercise period was extended
from December 31, 1993 to December 31, 1994. On September 2, 1994 the Warrant
price was reduced to $0.10 per share and the exercise period was extended
from December 31, 1994 to December 31, 1995. The purchase prices were reduced
because of the low market price of the Company's unrestricted Common Stock as
compared to the original exercise price and the substantial reduction in the
Company's net book value. The warrant was not renewed or extended and expired
on December 31, 1995.
On January 31, 1995 the Company purchased 1,514,822 shares of the
Company's Common Stock for a cost of $196,927 from the Florida Department of
Insurance as Receiver. These shares are currently held as Treasury Shares.
During the second quarter of fiscal year ended September 30, 1995
Mr. George J. Georges, President and Chief Executive Officer of the Company,
personally purchased 1,000,000 shares of the Company's Common Stock owned by
Mr. Roscoe E. Walker, the Company's former President and Chief Executive
Officer.
APPOINTMENT OF AUDITORS
Sweeney, Gates & Co. acted as auditors for the Company for the fiscal
year ended September 30, 1996 and 1997. On February 9, 1998 Sweeney, Gates &
Co. was terminated without cause or disagreement at the election of the Board of
Directors of the Company. On February 10, 1998 the firm of Margolies, Fink and
Wichrowski was engaged as the Company's auditors by unanimous consent of the
Board of Directors.
The reports on the Company's financial statements for the past two years
ended September 30, 1996 and 1997 did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to audit scope or
accounting principles. However, for the fiscal year ended September 30, 1997,
the opinion included an explanatory paragraph relating to a going concern
uncertainty. During the Company's two most recent fiscal years and the
interim period preceding the date of termination, there were no disagreements
with Sweeney, Gates & Co. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope of procedure within the
scope of Item 304 (a) (1) (iv) of Regulation S-K. Except as disclosed above,
none of the events listed in Item 304 (a) (1) (v) (A) - (D) of Regulation S-K
occurred during the Company's two most recent fiscal years and the interim
period preceding the termination. There were no disagreements or reportable
events included in the meaning of Item 304 (b) of Regulation S-K.
Pursuant to the unanimous vote of the Board of Directors on February 10,
1998 the Company engaged Margolies, Fink and Wichrowski as its new
independent accountants. During the two most recent fiscal years and through
February 10, 1998, the Company had not consulted with Margolies, Fink and
Wichrowski on items which 1) were or should have been subject to SAS 50 or 2)
concerned the subject matter of a disagreement of reportable event with the
former auditor, (as described in Regulation S-K Item 304 (a) (2)). However,
Mr. Wichrowski was the engagement partner at Sweeney & Co. (predecessor of
Sweeney, Gates & Co.) for the audit of the Company's financial statements for
the year ended September 30, 1996.
The Company has authorized Sweeney, Gates & Co. (the former auditor) to
answer and address any and all questions the Margolies, Fink and Wichrowski
may have.
The Board of Directors recommends the ratification of the selection
of Margolies, Fink and Wichrowski as the Company's auditors.
OTHER MATTERS
During 1995 the Company signed a letter of intent to merge with Jansko,
Inc. Jansko, Inc. was engaged in designing, manufacturing, and marketing
office furniture including seating products, desks, tables, and credenzas.
Since the signing of the letter of intent the Company advanced $385,841 to
Jansko, Inc. in conjunction with the proposed merger of the two Companies.
The Company did not merge with Jansko, Inc., and on May 1, 1996 Mr.
George J. Georges, the Company's President and CEO, filed a petition in the
Federal District Court of Fort Lauderdale, Florida to move Jansko, Inc., into
Chapter 7 Liquidation of the Bankruptcy Act and it Amendments. On May 23,
1996 an Order For Relief was entered by the United State Bankruptcy Court,
Southern District of Florida in Fort Lauderdale, Florida. As a result of
these events and uncertainty of any recovery, the Company recorded a loss
during the quarter ended March 31, 1996 on all advances and loans to Jansko,
Inc.
A majority shareholder of the Company has filed various lawsuits against
certain officers and directors of Jansko, Inc. and related parties on behalf
of the Company and other parties seeking restitution of funds advanced. The
Company and other parties have assigned their rights to the majority
shareholder and will share in any awards less legal and other expenses, on a
pro rata basis. There can be no assurances that this litigation will result
in any recovery and as such no recovery has been recorded by the Company.
The Board of Directors has no knowledge of any other matters which may
come before the meeting and does not intend to present any other matters.
However, if any other matters shall properly come before the meeting or any
adjournment thereof, the persons soliciting proxies will have the discretion
to vote as they see fit unless directed otherwise.
Interest of Certain Persons in Opposition to Matters to be Acted Upon
The Company is not aware of any substantial interest, direct or
indirect, by securities holdings or otherwise of any officer, director,
director nominee or associate of the foregoing persons in any matter to be
acted on as described herein, other than elections as directors.
None of the directors of the Company have informed the Company of any
intention to oppose the corporate actions as described herein.
Stockholders' Proposals
Any stockholder of the Company, who wishes to present a proposal to be
considered at the 1998 Annual Meeting of the Stockholders of the Company and
who wishes to have such proposal presented in the Company's proxy statement
for such meeting, must deliver such proposal in writing to the Company no
later than August 31, 1998.
ENVIRONMENTAL MONITORING & TESTING CORPORATION
825 Main Street, South
New Ellenton, SC 29809
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 8, 1998
To the shareholders of Environmental Monitoring & Testing Corporation:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of
Environmental Monitoring & Testing Corporation (the "Company"), a Delaware
corporation, will be held at the Company's office at 825 Main Street South,
New Ellenton, South Carolina on Wednesday, April 8, 1998 at 10:00 a.m., local
time, for the following purposes:
1. To elect two directors to serve, subject to the provisions of the
Bylaws, until the next Annual Meeting of Shareholders and until
their respective successors have been duly elected and qualified;
2. To consider and act upon a proposal to approve the selection of
Margolies, Fink and Wichrowski as the Company's independent
auditors for the fiscal year ending September 30, 1998;
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on February 27,
1998 as the record date for the meeting and only holders of shares of record
at that time will be entitled to notice of and to vote at the 1997 Annual
Meeting of Shareholders or any adjournment or adjournments thereof.
By order of the Board of Directors
New Ellenton, South Carolina George J. Georges, President and
January 21, 1998 Chief Executive Officer
THIS IS AN IMPORTANT MEETING AND ALL STOCKHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND IN PERSON ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AT THEIR
EARLIEST CONVENIENCE. PROMPTNESS IN RETURNING THE EXECUTED PROXY CARD WILL BE
APPRECIATED. STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY, NEVERTHELESS, ATTEND
THE MEETING, REVOKE THE PROXY, AND VOTE THEIR SHARES IN PERSON.
ENVIRONMENTAL MONITORING & TESTING CORPORATION
825 Main Street, South
New Ellenton, South Carolina 29809
PROXY
This Proxy is solicited on behalf of the Board of Directors of
Environmental Monitoring & Testing Corporation (the "Company").
The undersigned hereby appoints George J. Georges as Proxy, with the
power of substitution, and hereby authorizes him to represent and to vote as
designated below, all shares of Common Stock of the Company held of record by
the undersigned on February 27, 1998 at the Annual Meeting of Shareholders to
be held on Wednesday, April 8, 1998 or any adjournment thereof.
1. Election of Directors WITHHOLD AUTHORITY to vote
FOR all nominees listed below for all nominees listed below
(except as marked to the contrary)
George J. Georges For Against Withhold
Michael R. Camino For Against Withhold
2. To ratify the appointment of Margolies, Fink and Wichrowski as
independent auditors for the fiscal year ending September 30, 1998.
For Against Abstain
3. In management's discretion, the Proxy, George J. Georges, is
authorized to vote upon such other business as may properly come
before the meeting or any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy
will be voted FOR the nominees listed in Proposal 1 and Proposal 2.
__________________________________
Signature
__________________________________
Please, Print Name
__________________________________
Shares of Common Stock
Dated:______________________________________, 1998
Please, sign exactly as name appeared on Company's stock transfer records.
When signing as attorney, trustee or guardian, please, give full title as
such. If a corporation, please, sign in full corporate name by President or
other authorized officer. If a partnership, please, have an authorized person
sign in partnership name.
