SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY 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:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
METRO OPTICS, LTD.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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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.
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<PAGE>
METRO OPTICS, LTD.
1101 Stewart Avenue, Suite 203
Garden City, New York 11530
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 13, 1998
To the Stockholders of Metro Optics, Ltd.:
You are cordially invited to attend the Annual Meeting of Stockholders of
Metro Optics, Ltd. (the "Company"), a Delaware corporation, to be held at the
Company's offices at 1101 Stewart Avenue, Garden City, New York 11530 on Friday,
February 13, 1998, at 10:00 a.m. local time, for the following purposes:
1. To elect two members to the Board of Directors of the Company to
serve until their respective successors are elected and qualified;
2. To ratify and approve an amendment to the Company's Certificate
of Incorporation effecting a 1 for 7 reverse stock split of the Company's
outstanding Common Stock; and
3. ratify the selection by the Company of Ives & Sultan, LLP,
independent public accountants, to audit the financial statements of the
Company for the year ending February 28, 1998; and
4. To transact such other matters as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on December 30, 1997
(the "Record Date"), are entitled to notice of and to vote at the meeting.
A proxy statement and proxy are enclosed herewith. If you are unable to
attend the meeting in person you are urged to sign, date and return the enclosed
proxy promptly in the enclosed addressed envelope which requires no postage if
mailed within the United States. If you attend the meeting in person, you may
withdraw your proxy and vote your shares. Also enclosed herewith is the
Company's Annual Report on Form 10-KSB for the fiscal year ended February 28,
1997.
By Order of the Board
of Directors
Harris Mann, Secretary
Garden City, New York
December 30, 1997
<PAGE>
PRELIMINARY PROXY STATEMENT
METRO OPTICS, LTD.
1101 Stewart Avenue, Suite 203
Garden City, New York 11530
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of
proxies for use at the annual meeting ("Annual Meeting") of stockholders of
Metro Optics, Ltd. (the "Company"), to be held on Friday, February 13, 1998, and
at any adjournments thereof. The accompanying proxy is solicited by the Board of
Directors of the Company and is revocable by the stockholder by notifying the
Company's secretary at any time before it is voted, or by voting in person at
the Annual Meeting. This proxy statement and accompanying proxy will be
distributed to stockholders beginning on or about January 10, 1998. The
principal executive offices of the Company are located at 1101 Stewart Avenue,
Garden City, New York 11530, telephone (516) 227-1262.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on December 30, 1997,
are entitled to receive notice of, and vote at the Annual Meeting. As of
December 30, 1997, the number and class of stock outstanding and entitled to
vote at the meeting was _______________ shares of common stock, $.01 par value
per share ("Common Stock"). Each share of Common Stock is entitled to one vote
on all matters. No other class of securities will be entitled to vote at the
meeting. There are no cumulative voting rights.
The nominees receiving the highest number of votes cast by the holders of
Common Stock will be elected as the Company's directors and constitute the
entire Board of Directors of the Company (sometimes hereinafter referred to as
the "Board"). The affirmative vote of at least a majority of the shares
represented and voting at the Annual Meeting at which a quorum is present (which
shares voting affirmatively also constitute at least a majority of the required
quorum) is necessary for approval of Proposal Nos. 2 and 3. A quorum is
representation in person or by proxy at the Annual Meeting of a majority of the
outstanding shares of the Company.
<PAGE>
PROPOSALS TO SHAREHOLDERS
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Each nominee to the Board of Directors will serve until the next Annual
Meeting of stockholders, or until his earlier resignation, removal from office,
death or incapacity.
Unless otherwise specified, the enclosed proxy will be voted in favor of
the election of Kolman Brown and Harris Mann. The following information with
respect to the principal occupation or employment of the nominees, the name and
principal business of the corporation or other organization in which such
occupation or employment is carried on and other affiliations and business
experience during the past five years has been furnished to the Company by the
respective nominees:
Kolman Brown was appointed the Chairman of the Board and President of the
Company in January 1995. From 1988 to the present, Dr. Brown has also acted as
Chairman of the Board and President of the Company. From 1979 to 1988, Dr. Brown
developed and operated the Statewide Optical chain of Vision Centers, with
seventeen of such outlets optical stores located throughout New York City and
Nassau County. Dr. Brown sold his interest in Statewide Optical in 1988. From
1980 to date, Dr. Brown co-developed and operates the Eye Encounter Optical
chain with Dr. Harris Mann. Dr. Brown attended Fairleigh Dickinson University
and received an O.D. (Doctor of Optometry) from Pennsylvania College of
Optometry in May 1968.
Harris Mann was appointed Vice-President, Secretary, Treasurer and a
Director of the Company in January 1995. From 1988 to the present, Dr. Mann has
also acted as Vice President, Secretary, Treasurer and a Director of the
Company. From 1980 to date, Dr. Mann co-developed and operates the Eye Encounter
Optical chain with Dr. Brown. Dr. Mann received a Bachelor of Science degree
from the City College of New York in 1963 and an O.D. degree from the
Pennsylvania College of Optometry in 1967.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" ALL OF THE ABOVE-NAMED
NOMINEE DIRECTORS OF THE COMPANY.
2
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PROPOSAL NO. 2
RATIFICATION OF THE REVERSE STOCK SPLIT
Background
The Company's Board of Directors unanimously authorized a reverse stock
split of the Company's outstanding shares of Common Stock ("Reverse Split")
pursuant to which each seven (7) outstanding shares of Common Stock will be
automatically converted into one (1) share of Common Stock. The Company
currently has _____________ shares of Common Stock issued and outstanding. After
giving effect to the Reverse Split, the Company will have ______________ shares
of Common Stock issued and outstanding. The Reverse Split will not change the
par value of any outstanding shares of Common Stock. The Company's unissued
authorized shares of Common will increase from ___________ to ___________. The
Company has no plans to issue any of the unissued authorized shares of Common
Stock in connection with the Reverse Split.
Reasons for the Reverse Split
The primary reason for the Reverse Split is to increase the per share
stock price of the Common Stock in order for the Company to be in a position to
obtain a listing on the Nasdaq SmallCap Market System ("Nasdaq"), thus providing
the Company with greater market exposure. Nasdaq requires a minimum bid price of
$4.00 per share for an initial listing. There can be no assurance that the
Company will successfully obtain a NMS listing.
The Reverse Split will not alter the percentage interest in the Company of
any shareholder, except to the extent that the Reverse Split results in a
shareholder of the Company owning a fractional share. In lieu of issuing
fractional shares, the Company will issue to any shareholder who otherwise would
have been entitled to receive a fractional share as a result of the Reverse
Split an additional full share of Common Stock.
No Right of Appraisal
Under the General Corporation Law of the State of Delaware, the state in
which the Company is incorporated, the Reverse Split does not require the
Company to provide dissenting shareholders with the right of appraisal and the
Company will not provide shareholders with such right.
Outstanding Warrants, Options and Preferred Stock
Upon effectiveness of the Reverse Split, all holders of outstanding
warrants, options, preferred stock, and rights calling for the issuance of
Common Stock will, upon exercise or conversion of their warrants, rights,
options, and/or preferred stock, will receive one seventh (1/7th) of the number
of shares of Common Stock which such holders would have received prior to the
Reverse Split. In addition, the exercise and conversion price of all outstanding
warrants, rights, options and/or preferred stock will be increased seven fold.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
3
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PROPOSAL NO. 3
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has appointed the firm of Ives & Sultan, LLP, as
independent auditors of the Company for fiscal year 1998 subject to ratification
by the stockholders.
Audit services expected to be performed by Ives & Sultan, LLP during
fiscal year 1998 will consist of the audit of financial statements of the
Company and any wholly owned subsidiaries. It is anticipated that a
representative of Ives & Sultan, LLP will be present at the Annual Meeting and
will be given an opportunity to make a statement if he so desires and to respond
to appropriate questions.
During the prior three years ended February 28, 1997, the Company has had
no disagreements with the accountants on matters of accounting principles or
practices, financial statement disclosures or auditing scope or procedure which,
if not resolved to their accountant's satisfaction, would have caused them to
make reference to such matters in their reports.
The affirmative vote of at least a majority of the shares represented and
voting at the Annual Meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) is
necessary for approval of Proposal No. 3. Under Delaware law, there are no
rights of appraisal or dissenter's rights which arise as a result of a vote to
ratify the selection of auditor's.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
STOCKHOLDERS' PROPOSALS
It is anticipated that the Company's 1998 Annual Meeting of Stockholders
will be held in September 1998. Stockholders who seek to present proposals at
the Company's next Annual Meeting of Stockholders must submit their proposals to
the Secretary of the Company on or before April 30, 1998.
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MANAGEMENT
Directors and Officers
The following table sets forth the names and ages of all current directors
and officers of the Company and their respective positions in the Company.
Name Age Position
- ---- --- --------
Kolman Brown 53 Chairman, President and Director
Harris Mann 56 Vice President, Secretary, Treasurer and Director
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been duly elected and qualified.
Kolman Brown was appointed the Chairman of the Board and President of the
Company in January 1995. From 1988 to the present, Dr. Brown has also acted as
Chairman of the Board and President of the Company. From 1979 to 1988, Dr. Brown
developed and operated the Statewide Optical chain of Vision Centers, with
seventeen of such outlets optical stores located throughout New York City and
Nassau County. Dr. Brown sold his interest in Statewide Optical in 1988. From
1980 to date, Dr. Brown co- developed and operates the Eye Encounter Optical
chain with Dr. Harris Mann. Dr. Brown attended Fairleigh Dickinson University
and received an O.D. (Doctor of Optometry) from Pennsylvania College of
Optometry in May 1968.
Harris Mann was appointed Vice-President, Secretary, Treasurer and a Director of
the Company in January 1995. From 1988 to the present, Dr. Mann has also acted
as Vice President, Secretary, Treasurer and a Director of the Company. From 1980
to date, Dr. Mann co-developed and operates the Eye Encounter Optical chain with
Dr. Brown. Dr. Mann received a Bachelor of Science degree from the City College
of New York in 1963 and an O.D. degree from the Pennsylvania College of
Optometry in 1967.
INFORMATION CONCERNING BOARD MEETINGS
The Board of Directors met twice during the last fiscal year. All of the
incumbent directors attended at least 75% of the Board meetings.
The Company does not maintain standing audit, nominating and compensation
committees, or committees performing similar functions.
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<PAGE>
EXECUTIVE COMPENSATION
The Company's Summary Compensation Table for the years ended February 28,
1997, 1996 and 1995 is provided herein. There are no Option/SAR Grants,
Aggregated Option/SAR Exercises or Fiscal Year-End Option/SAR Value Table for
the years ended February 28, 1997, 1996 and 1995. There are no long-term
incentive plan ("LTIP") awards, or stock option or stock appreciation rights
except as discussed below.
For the Years Ended February 28, 1997, 1996 and 1995
Annual Compensation Awards Payouts
Other
Name Annual
and Compen- Compen-
Principal Year sation sation
Position Ended Salary ($)(1)
- -------- ----- ------- ------
Kolman Brown 1997 -- $1,704.19
1996 $19,200 $4,536.26
1995 -- --
Harris Mann 1997 -- $1,704.19
1996 $19,200 $4,536.26
1995 -- --
(1) Represents health insurance payment.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 15, 1997, the record and
beneficial ownership of Common Stock of the Company by each officer and
director, all officers and directors as a group, and each person known to the
Company to own beneficially or of record five percent or more of the outstanding
shares of the Company:
Shares
Officers, Directors and Beneficially Percent of Shares
Principal Stockholders Owned Beneficially Owned(1)
- ---------------------- ----- ---------------------
Kolman Brown 2,066,667 14.4%
Harris Mann 2,066,667 14.4%
I. Robert Altman and 2,800,008(2) 17.3%
Arline Altman
3151 Hewlett Avenue
Merrick, NY 11566
Albert L. Dorf and 2,800,008(2) 17.3%
Rhona S. Dorf
1137 Bloomingdale Rd.
Philadelphia, PA 19115
Joyce Ann Parker 2,800,008(2) 17.3%
3170 Jason Drive
Bellmore, NY 11710
Phyllis Sherman 2,800,008(2) 17.3%
2970 Lee Place
Bellmore, NY 11710
All directors, 4,133,334 28.8%
executive officers
as a group (2 persons)
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock which such person has
the right to acquire within 60 days of October 15, 1997. For purposes of
computing the percentage of outstanding shares of Common Stock held by
each person or group of persons named above, any security which such
person or persons has or have the right to acquire within such date is
deemed to be outstanding but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person. Except
as indicated in the footnotes to this table and pursuant to applicable
community property laws, the Company believes based on information
supplied by such persons, that the persons named in this table have sole
voting and investment power with respect to all shares of Common Stock
which they beneficially own.
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<PAGE>
(2) Includes 933,336 shares of Common Stock underlying Class A Warrants and
933,336 shares of Common Stock underlying Class B Warrants. The Class A
Warrants and Class B Warrants are exercisable at $.21 and $.36,
respectively, and expire on February 11, 2000.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Based solely on review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company, there were no late reports required by Section 16(a)
of the Exchange Act, nor were there any transactions that were not reported on a
timely basis, as disclosed in these Forms, during the year ended February 28,
1997, nor were there known failures to file required Forms.
GENERAL
Unless contrary instructions are indicated on the proxy, all shares of
Common Stock represented by valid proxies received pursuant to this solicitation
(and not revoked before they are voted) will be voted FOR Proposal Nos. 1, 2 and
3.
The Board of Directors knows of no business other than that set forth
above to be transacted at the meeting, but if other matters requiring a vote of
the stockholders arise, the persons designated as proxies will vote the shares
of Common Stock represented by the proxies in accordance with their judgment on
such matters. If a stockholder specifies a different choice on the proxy, his or
her shares of Common Stock will be voted in accordance with the specification so
made.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL IN, SIGN
AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE PREPAID ENVELOPE PROVIDED, NO
MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
By Order of the Board of Directors,
Harris Mann, Secretary
Garden City, New York
December 30, 1997
8
<PAGE>
Attachment A
METRO OPTICS, LTD.
Annual Meeting of Stockholders -- Friday, February 13, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kolman Brown and Harris Mann and each of
them, with power of substitution, as proxies to represent the undersigned at the
Annual Meeting of Stockholders to be held at the Company's offices at 1101
Stewart Avenue, Garden City, New York 11530 on Friday, February 13, 1998 at
10:00 a.m. local time and at any adjournment thereof, and to vote the shares of
stock the undersigned would be entitled to vote if personally present, as
indicted on the reverse side hereof.
The shares represented by the proxy will be voted as directed. If no
contrary instruction is given, the shares will be voted FOR Proposal Nos. 2 and
3 and for the election of Kolman Brown and Harris Mann as Directors.
Please mark boxes in blue or black ink.
1. Proposal No. 1 - Election of Directors.
Nominees: Kolman Brown and Harris Mann.
AUTHORITY
FOR withheld
all as to all
nominees nominees
[ ] [ ]
For, except authority withheld as to the following nominee(s):
______________________________________________________________________
2. Proposal No. 2 for the Reverse Stock Split.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal No. 3 for ratification of the selection of Ives & Sultan, LLP as
the independent auditors of the Company.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
(Please date, sign as name appears at left, and return promptly. If the stock is
registered in the name of two or more persons, each should sign. When signing as
Corporate Officer, Partner, Executor, Administrator, Trustee, or Guardian,
please give full title. Please note any change in your address alongside the
address as it appears in the Proxy.
Dated: _____________
__________________________________
(Signature)
__________________________________
(Print Name)
SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
