ENVIRONMENTAL MONITORING & TESTING CORPORATION
825 Main Street, South
New Ellenton, SC 29809
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1999
To the shareholders of Environmental Monitoring & Testing Corporation:
NOTICE IS HEREBY GIVEN that the 1998 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 May 14, 1999 at 10:00 a.m., local time, for
the following purposes:
1. To elect three 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, 1999;
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 April 9, 1999 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 1998 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
April 9, 1999 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, SC 29809
PROXY STATEMENT
for
1998 ANNUAL MEETING OF SHAREHOLDERS
to be held May 14, 1999
The enclosed proxy is solicited by the Board of Directors of Environmental
Monitoring & Testing Corporation, a Delaware corporation (the "Company"), in
connection with the 1998 Annual Meeting of Shareholders to be held at the
Company's office at 825 Main Street South, New Ellenton, South Carolina on May
14, 1999 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, 1999. The record date with
respect to this solicitation is the close of business on April 9, 1999 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 1999 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
April 13, 1999.
OUTSTANDING SHARES
As of April 9, 1999, the record date for determining the shareholders
of the Company entitled to vote at the meeting, 3,770,183 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
Three 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 three directors.
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>
Name Age Director Since
<S> <C> <C>
George J. Georges
President, Chief Executive Officer 80 1992
Michael R. Camino 57 1997
Rebecca Del Medico 47 1998
</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.
Rebecca Del Medico
Ms. Del Medico was appointed to the Company's Board of Directors in October
1998 and previously served as a director from June 1994 through March 1997.
Ms. Del Medico served as the Company's special counsel from 1992 through March
1997. From September 1997 tp date, Ms. Del Medico has served as general counsel
to Imaging Diagnostic Systems, Inc., a publicly-traded company. Since May 1996,
Ms. Del Medico has been of counsel to the law firm of Lerser & Pearce, P.A. From
October 1994 to April 1996 Ms. Del Medico was general counsel to Sky Scientific,
Inc., a now-defunct public company that was located in Boca Raton, Florida.
Since June 1992 to October 1994 and from April 1996 to present, Ms. Del Medico
has practiced law as a sole practitioner. From 1991 to July 1992 Ms. Del Medico
was an associate of the law firm of Lewis, Vergosen & Rosenbach, P.A. in West
Palm Beach, Florida. From 1986 to 1991, Ms. Del Medico was an associate with the
law firm of Lerner, Harris and Pearce, P.A. Ms. Del Medico holds a Juris
Doctorate degree from Nova University and is a member of the Florida Bar.
The Board of Directors recommends a vote FOR all nominees as directors.
During the fiscal year ended September 30, 1998 the Board of Directors met
five (5) times. No directors on the Board attended fewer than 80% of the
meetings of the Board of Directors.
Voting Securities and Principal Holders
As of April 9, 1999, the record date, the Company had 3,770,183 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 Apriul 9, 1999, 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>
Percentage of
Number of Shares Outstanding Shares
Name and Address of Beneficial Owner Beneficially Owned(1) Common Stock(2)
<S> <C> <C>
George J. Georges 2,000,000 53.1%
6445 Via Rosa
Boca Raton, FL 33433
Stephen A. Lassak 300,000 8.0%
5665 Whitecraigs Court
Dublin, OH 43017
Michael Camino 70,000 1.9%
1275 Shermer Road
Northbrook, IL 60062
Rebecca DelMedico 10,000 0.3%
14 Tara Lakes Drive, East
Boynton Beach, FL 33436
All officers and directors as a group
(3 persons) 2,080,000 55.2%
</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, 1998.
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 Awards Payouts
Other Restricted
Name& Annual Stock Options LTIP All Other
Principal Position Year Salary Bonus Compensation Award SAR's Payouts Compensation
($) ($) ($)(1) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G. J. Georges
President/CEO 1998 72,000 - 600 - - - -
1997 72,000 - 1,360 - - - -
1996 72,000 - 9,000 - - - -
</TABLE>
(1) Includes automobile expenses for Mr. Georges.
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. Directors of the Company may be reimbursed for expenses incurred.
Certain Transactions
During June 1998, Mr. George J. Georges, the Company's President, advanced
$55,000 on behalf of the Company to purchase a drilling rig. The Company repaid
Mr. Georges during the fourth quarter of fiscal year ended September 30, 1998,
$55,000 plus $500 in interest.
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 that Margolies, Fink and Wichrowski
may have. No representative of Margolies, Fink and Wichrowski will be available
at the annual meeting.
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.
In September 1998 the Company was advised that a settlement was reached and
that the Company would receive $115,086. this amount was deposited into the
Company's bank account on October 13, 1998.
On October 1, 1998 the Board authorized the Corporation to purchase common
stock of the Company for Treasury shares in the open market at a price not to
exceed the net book value of the shares of common stock. Through December 31,
1998 the Company has purchased 205,200 shares in the open market.
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 1999 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, 1999.
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 April 9, 1999 at the Annual Meeting of Shareholders to be
held on May 14, 1999 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___
Rebecca DelMedico For___ Against___ Withhold___
2. To ratify the appointment of Margolies, Fink and Wichrowski as independent
auditors for the fiscal year ending September 30, 1999.
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:_________________________, 1999
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.
