PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Milestone Scientific Inc.
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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.):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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/ / 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 state-
<PAGE>
ment number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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2
<PAGE>
MILESTONE SCIENTIFIC INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, SEPTEMBER 23, 1997
----------
The Annual Meeting of Stockholders of Milestone Scientific Inc. will be
held at the Hotel Inter-Continental on Tuesday, September 23, 1997 at 9:30 A.M.,
Eastern Daylight Savings Time, for the purpose of considering and acting upon
the following:
1. Election of nine Directors.
2. Approval of the Company's 1997 Stock Option Plan.
3. Confirmation of the appointment of Grant Thornton LLP as auditors for
the fiscal year ending December 31, 1997.
4. Any and all matters incident to the foregoing, and such other business
as may legally come before the meeting and any adjournments or
postponements thereof.
The Board of Director has fixed the close of business on August 1, 1997 as
the record date for determining the stockholders having the right to notice of
and to vote at the meeting.
By order of the Board of Directors
Leonard Osser
Chairman of the Board
Livingston, New Jersey
August 20, 1997
- --------------------------------------------------------------------------------
IMPORTANT: Every stockholder, whether or not he or she expects to attend the
annual meeting in person, is urged to execute the proxy and
return it promptly in the enclosed business reply envelope.
We shall appreciate your giving this matter your prompt
attention.
<PAGE>
MILESTONE SCIENTIFIC INC.
----------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 23, 1997
----------
Proxies in the form enclosed with this Statement are solicited by
Management of Milestone Scientific Inc. ("Milestone" or the "Company") to be
used at the Annual Meeting of Stockholders to be held at 9:30 A.M. Eastern
Daylight Savings Time on September 23, 1997, for the purposes set forth in the
Notice of Meeting and this Proxy Statement. Milestone's principal executive
offices are at 220 South Orange Avenue, Livingston Corporate Park, Livingston,
New Jersey 07039. The approximate date on which this Statement and the
accompanying proxy will be mailed to Stockholders is August 20, 1997.
THE VOTING AND VOTE REQUIRED
On the record date for the meeting, August 1, 1997, there were outstanding
5,568,152 shares of Common Stock of the Company (the "Common Stock"), each of
which will be entitled to one vote.
Directors are elected by a plurality of the votes cast at the meeting.
Confirmation of the appointment of auditors and approval of the 1997 Stock
Option Plan (the "Plan") is by the affirmative vote of a majority of the votes
cast at the meeting.
All shares represented by valid proxies will be voted in accordance with
the instructions contained therein. In the absence of instructions, proxies will
be voted FOR each of the stated matters being voted on at the meeting. A proxy
may be revoked by the stockholder giving the proxy at any time before it is
voted, either by oral or written notice, and a prior proxy is automatically
revoked by a stockholder giving a subsequent proxy or attending and voting at
the meeting. Attendance at the meeting, however, in and of itself does not
revoke a prior proxy. In the case of the election of directors, shares
represented by a proxy which is marked "WITHHOLD AUTHORITY" to vote for all nine
nominees will not be counted in determining whether a plurality vote has been
received for the election of directors. Shares represented by proxies which are
marked "ABSTAIN" on any other proposal will not be counted in determining
whether the requisite vote has been received for such proposal. In instances
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not returned proxies ("broker non-votes"), those
shares will not be included in the vote totals and, therefore, will have no
effect on the outcome of the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows certain information with respect to beneficial
ownership of the Company's Common Stock on July 28, 1997 by all persons known to
be the beneficial owners of more than 5% of its outstanding shares, and by all
Directors and Officers of the Company, as a group:
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED % OF CLASS
------------------------ ------------------------ ----------
Leonard Osser
c/o Milestone Scientific Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, New Jersey 07039 2,395,500(1) 43.1%
All Directors and Officers as
a group (10 persons) 2,699,094(2) 47.2%
- --------------
(1) Consists of 1,586,000 held in the name of Leonard Osser, 800,000 shares
held in the name of U.S. Asian Consulting Group, Inc., an affiliate of Mr.
Osser, and 9,000 shares held by Guarantee and Trust Company for the benefit
of U.S. Asian Consulting Group, Inc.
(2) Includes (i) 147,500 shares subject to stock options and (ii) 5,297 shares
subject to warrants issued in the Company's March 1997 Private Placement
financing, both exercisable within 60 days of the date hereof.
<PAGE>
ELECTION OF DIRECTORS
Nine Directors are to be elected at the Annual Meeting each for a term of
one year and until the election and qualification of a successor.
It is intended that votes pursuant to the enclosed proxy will be cast for
the election of the nine nominees named below. In the event that any such
nominee should become unable or unwilling to serve as a Director, the Proxy will
be voted for the election of such person, if any, as shall be designated by the
Board of Directors (the "Board"). Management has no reason to believe these
nominees will not be available for election.
The nominees for election and certain information about them are shown in
the following table:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
OWNED ON OF
NOMINEES FOR ELECTION JULY 28, 1997 (1) CLASS
- --------------------- ----------------- -----
<S> <C> <C>
LEONARD OSSER, 49, has been President, Chief Executive Officer
and a director of the Company since July 1991. From such date
until July 1997, he also served as the Chief Financial Officer of
the Company. From 1980 until the consummation of the Company's
public offering in November 1995, he had been primarily engaged
as the principal owner and Chief Executive of U.S. Asian
Consulting Group, Inc., a New Jersey based provider of consulting
services in "work-out" and "turnaround" situations for publicly
and privately owned companies in financial difficulty. During his
career, Mr. Osser has provided consulting service for, or with
respect to, companies in such related industries as medical
devices, resource recovery and reprocessing and waste disposal
and a wide variety of other industries including fashion
accessories, entertainment, telecommunications, wood processing
and securities. While consulting for, or serving as an executive
in, the securities industry, Mr. Osser structured and arranged
for financing and evaluated a large number of companies in
diverse industries............................................... 2,395,000(2) 43.1%
GREGORY VOLOK, 47, has been Executive Vice President, Chief
Operating Officer and a director of the Company since December
1996. He initially joined the Company in March 1996 as the
President of Princeton PMC, Inc., a wholly owned subsidiary of
the Company. For more than ten years prior thereto, Mr. Volok
served in various sales and marketing executive positions of
increasing responsibility with Dentsply International, Inc. (the
world's largest distributor of dental supplies and equipment),
including serving as the executive responsible for launching its
caulk endodontics line and the executive responsible for domestic
sales of its Cavitron Division................................... 6,700(3) *
GIOVANNI MONTONCELLO, 50, has been a director of the Company
since June 1995. He has been a self-employed Interior Designer in
Milan, Italy for more than 5 years. He has also served during
such period as a part-time instructor in interior design at the G.
Cova Art School in Milan, Italy.................... 20,000(4) *
MICHAEL J. MCGEEHAN, 29, has been a Vice President of the Company
since January 1997 and a director of the Company since June 1995.
He was the Managing Director of Forefront Information Strategies,
a New Jersey based company specializing in business process
re-engineering and the design and implementation of computer
database systems, from July 1994 through March 1997. In addition,
from August 1994 to January 1995 he was a manager for American
International Group, a world-wide property and casualty insurer,
where he managed a staff of 12 data base administrators. From
January 1991 through July 1994, he held positions with Microsoft
Corporation, first as a database specialist and network systems
engineer and then as a product manager for Microsoft Access...... 20,000(4) *
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
OWNED ON OF
NOMINEES FOR ELECTION JULY 28, 1997 (1) CLASS
- --------------------- ----------------- -----
<S> <C> <C>
DAVID SULTANIK, 40, has been a director of the Company since
January 1996. He has been the managing/administrative partner of
the Certified Public Accounting firm Sultanik and Krumholz, LLC
since June 1994. For more than five years prior thereto, he was a
principal at the accounting firm Perelson, Johnson & Rones, P.C. 20,000(4) *
STEPHEN A. ZELNICK, 59, has been a director of the Company since
January 1996. He has been a partner in the law firm Morse,
Zelnick, Rose & Lander, LLP since its inception in August 1995.
For more than five years prior to that he was of counsel to the
law firm Dreyer and Traub, LLP and has been practicing law for
more than 30 years............................................... 150,000(5) 2.67%
PAUL GREGORY, 62, has been a director of the Company since April
1997. Mr. Gregory has been a business and insurance consultant at
Innovative Programs Associates Inc. and Paul Gregory Associates
since January 1995 and January 1986, respectively, where he
services, among other entities, foreign and domestic insurance
groups, law and accounting firms and international corporations.
From January 1992 to January 1993, Mr. Gregory served as an
appointed Advisor to the Commissioner of Insurance of the state
of Louisiana in the areas of liquidations, rehabilitations,
insurance policy risk transfers and reinsurance. ................ 10,150(6) *
LOUIS I. MARGOLIS, 53, has been a director of the Company since
April 1997. Mr. Margolis has been a General Partner of Pine
Street Associates, L.P., a private investment partnership that
invests in other private limited partnerships, since January
1994. In January 1997, Mr. Margolis formed and is the President
and sole shareholder of Chapel Hill Capital Corp., a financial
services company. From 1991 through 1993 he was a Member of the
Management Committee of Nomura Securities International. From
1993 through 1995 he was Chairman of Classic Capital Inc., a
registered investment advisor. Mr. Margolis has been a member of
the Financial Products Advisory Committee of the Commodity
Futures Trading Commission since its formation in 1986, a Trustee
of the Futures Industry Institute since 1991 and a Trustee of
Saint Barnabas Hospital in Livingston, NJ since 1994............. 10,000(6) *
LEONARD M. SCHILLER, 55, has been a director of the Company since
April 1997. Mr. Schiller has been a partner in the law firm of
Schiller, Klein & McElroy, P.C. since 1977 and has practiced law
in the State of Illinois for over 25 years. He is also President
of The Dearborn Group, a residential property management and real
estate acquisition company. Mr. Schiller is a member of the Board
of Directors of AccuMed International, Inc., a laboratory
diagnostic company............................................... 43,094(7) *
</TABLE>
- ----------------
* Less than 1%.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the filing of this report upon
the exercise of options and warrants or conversion of convertible
securities. Each beneficial owner's percentage ownership is determined by
assuming that options, warrants and convertible securities that are held by
such person (but not held by any other person) and that are exercisable or
convertible within 60 days from the filing of this report have been
exercised or converted. Except as otherwise indicated, and subject to
applicable community property and similar laws, each of the persons named
has sole voting and investment power with respect to the shares shown as
beneficially owned.
(2) Consists of 1,586,000 held in the name of Leonard Osser, 800,000 shares
held in the name of U.S. Asian Consulting Group, Inc., an affiliate of Mr.
Osser, and 9,000 shares held by Guarantee and Trust Company for the benefit
of U.S. Asian Consulting Group, Inc.
(3) Consists of 4,000 shares held jointly with his wife and 2,700 shares held
personally or in an IRA account.
(4) Consists of 20,000 shares subject to stock options exercisable within 60
days of the date hereof at $5.375 per share.
3
<PAGE>
(5) Includes an aggregate of 45,000 shares subject to stock options exercisable
within 60 days of the date hereof, 20,000 of which are exercisable at
$5.375 per share and 25,000 of which are exercisable at $5.125 per share,
and 100,000 shares as to which beneficial ownership is shared with certain
partners not affiliated with the Company.
(6) Includes 10,000 shares subject to stock options exercisable within 60 days
of the date hereof at $5.125 per share.
(7) Includes 22,500 and 5,297 shares subject to stock options and warrants,
respectively, exercisable within 60 days of the date hereof at $5.125 and
$4.72 per share, respectively.
BOARD OF DIRECTORS AND COMMITTEES
The Board held five meetings and the Audit and Compensation Committees
held no meetings during fiscal 1996. The Audit Committee is comprised of Messrs.
Margolis, Schiller and Sultanik. The Compensation Committee is comprised of
Messrs. Margolis, Sultanik and Zelnick. There is no nominating committee. All
directors attended more than 75% of the aggregate number of meetings of the
Board.
The Compensation Committee reviews and recommends to the Board the
compensation and benefits of all officers of the Company, reviews general policy
matters relating to compensation and benefits of employees of the Company, and
administers the issuance of stock options to the Company's officers, employees,
directors and consultants. The Company has agreed with the placement agent in
its March 1997 private placement financing that until March 13, 2000, all
compensation arrangements between the Company and its directors, officers and
affiliates shall be reviewed by a compensation committee, the majority of which
is made up of independent directors. The Audit Committee meets with management
and the Company's independent auditors to determine the adequacy of internal
controls and other financial reporting matters.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.
4
<PAGE>
COMPENSATION OF DIRECTORS AND OFFICERS
AND RELATED MATTERS
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth all compensation
earned, in all capacities, during the fiscal years ended December 31, 1995 and
1996 by (i) the Company's Chief Executive Officer and (ii) any other of the four
most highly compensated executive officers earning more than $100,000 (the
individuals falling within categories (i) and (ii) are collectively referred to
as the "Named Executives"). Spintech, Inc. ("Spintech") is a 69% owned
subsidiary of Milestone.
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION YEAR SALARY ($)
--------------------------- ---- ----------
Leonard Osser,
President, CEO 1996 265,719(1)
and CFO 1995 35,257(2)
Ronald Spinello, DDS
Chairman and Director of
Research of Spintech(3) 1996 126,306
- ------------------
(1) Includes $170,000 earned as President, Chief Executive Officer and Chief
Financial Officer of Milestone and $95,719 earned as President and Chief
Executive Officer of Spintech. Does not include $56,514 paid by the Company
to Marilyn Elson, a certified public accountant who was employed by the
Company to render accounting services. Ms. Elson is the wife of Mr. Osser.
(2) Includes $22,885 earned as President, CEO and COO of Milestone and $12,372
earned as President and CEO of Spintech. Does not include $4,600 paid by
Milestone to Marilyn Elson for book keeping services rendered as
Comptroller of Milestone and $4,000 paid by Milestone and $2,250 paid by
Spintech to the accounting firm of Sultanik and Krumholz, LLC, one of whose
partners was Ms. Elson.
(3) Dr. Spinello's positions with Spintech were terminated in April 1997.
OPTION GRANTS IN FISCAL YEAR 1996 AND FISCAL YEAR-END OPTION VALUES
No options were granted to or are outstanding for any Named Executive at
December 31, 1996.
EMPLOYMENT CONTRACTS
In March 1995, the Company entered into an employment agreement with Mr.
Osser which, as amended, provides for a term expiring in March 2000, with a
two-year non-competition period at the end of the term. Mr. Osser must devote
substantially all of his time to Company business. Under the employment
agreement Mr. Osser receives compensation at the annual rate of $170,000. Mr.
Osser's employment agreement permits him to assume executive positions with
subsidiaries or other entities in which the Company has invested and to receive
additional compensation from such other entity.
In November 1995, the Company entered into an employment agreement with
Ronald P. Spinello, D.D.S., providing for his employment as Chairman and
Director of Research of Spintech for a five-year term beginning November 10,
1995 at an initial salary of $110,000 per annum and increasing by 10% per year
for each succeeding year throughout the term. The agreement also provides for
the payment to him of up to a $500,000 bonus at the end of the employment term,
depending on the achievement of certain profit projections for each year of the
term. Dr. Spinello's positions with Spintech were terminated in April 1997.
In November 1996, the Company entered into a five-year employment
agreement with Gregory Volok, providing for his employment as Executive Vice
President. The agreement provides for an annual base salary of $120,000 and an
18-month non-competition period at the expiration of the term.
In November 1996, the Company entered into an employment agreement with
Joel D. Warady providing for his employment as President and Chief Operating
Officer of Wisdom Toothbrush Co., a wholly owned subsidiary of the Company
("Wisdom"), for a three-year term at an annual base salary of $105,000. If the
income before Federal income taxes of Wisdom meets certain levels in the years
1997, 1998, and 1999, Mr. Warady will receive stock
5
<PAGE>
bonuses of 5,000, 7,000 and 10,000 shares of the Common Stock of the Company,
respectively. The agreement also provides for non-competition at the end of the
term for six months or one year, depending upon the reason the employment has
terminated.
INFORMATION ABOUT EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTOR NOMINEES
Joel Warady has been Vice President of Milestone since January 1997 and
President of Wisdom for more than five years.
COMPENSATION OF DIRECTORS
Non-employee directors are granted, upon becoming a director, five-year
options to purchase 20,000 shares of Common Stock at an exercise price equal to
the fair market value of a share of Common Stock on the date of grant.
They receive no cash compensation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1994 and 1995 Leonard Osser provided demand loans to the Company
amounting to $44,559 and $119,000, bearing interest at 6% per annum. The loans
were repaid in November 1995.
From April 1995 until February 28, 1997, Spintech leased its corporate and
administrative offices from LenRon Realty, Inc. ("LenRon"), pursuant to a lease
expiring March 31, 2000. The premises consisted of 1,500 sq. ft. on the first
and second floors of a two-story frame building. According to the terms of the
lease, annual rentals were to increase from $12,600 in the first year to $28,000
in the year 2000 and Spintech was to pay increases in real estate taxes and
certain maintenance costs. Spintech leased additional warehouse and
manufacturing space from LenRon on a month-to-month basis at $1,000 per month.
Leonard Osser founded, is the President and since December 1996 the sole owner
of LenRon. On February 28, 1997, LenRon released Spintech from its continuing
obligations under the lease in anticipation of Spintech's relocation to the
Company's corporate headquarters in New Jersey.
In March 1996, the Company organized Princeton PMC to market and sell
dental products. Initially, Princeton PMC was a joint venture between the
Company and Gregory Volok. In December 1996, it became a wholly owned subsidiary
when the Company acquired Mr. Volok's one-third interest in Princeton PMC in
exchange for 100 shares of Common Stock and an earnout of up to an additional
159,900 shares based on the Company's future earnings. At such time, Mr. Volok
became Executive Vice President, Chief Operating Officer and a Director of
Milestone.
From January 1, 1994 through March 1997, Spintech rented from Ronald
Spinello, DDS, on a month-to-month basis, at the rate of $200 per month,
laboratory space located in his home.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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 reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten-percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the best of the Company's knowledge, based solely on review of the
copies of such forms furnished to the Company, or written representations that
no other forms were required, the Company believes that all Section 16(a) filing
requirements applicable to its officers and directors were complied with during
1996.
THE 1997 STOCK OPTION PLAN
On March 20, 1997, the Board adopted the 1997 Stock Option Plan, which
provides, among other matters, for incentive and non-qualified stock options to
purchase 500,000 shares of Common Stock. The Board proposes that the
stockholders approve the Plan. The Board has granted incentive stock options to
purchase an aggregate of 152,500 shares of Common Stock to four executive
officers, including the Company's Chief Executive Officer, and one employee of
the Company; provided, however, that if stockholders do not approve the Plan
within one year from the date of grant of these options, such options will
become non-qualified stock options. In addition, the Board
6
<PAGE>
has granted to the Company's Chief Executive Officer, pursuant to the Plan,
non-qualified stock options to purchase 106,500 shares of Common Stock. The
exercise price of the options granted pursuant to the Plan will equal or exceed
the fair market value of a share of Common Stock on the date of grant.
The purpose of the Plan is to provide incentives to officers, key
employees, directors, independent contractors and agents whose performance will
contribute to the long-term success and growth of the Company, to strengthen the
ability of the Company to attract and retain officers, key employees, directors,
independent contractors and agents of high competence, to increase the identity
of interests of such people with those of the Company's stockholders and to help
build loyalty to the Company through recognition and the opportunity for stock
ownership. The Plan will be administered by the Compensation Committee of the
Board.
TERMS OF OPTIONS
The Plan permits the granting of both incentive stock options and
non-qualified stock options. Generally, the option price of both incentive stock
options and non-qualified stock options must be at least equal to 100% of the
fair market value of the shares on the date of grant. The maximum term of each
option is ten years. For any participant who owns shares possessing more than
10% of the voting rights of the Company's outstanding shares of Common Stock,
the exercise price of any incentive stock option must be at least equal to 110%
of the fair market value of the shares subject to such option on the date of
grant and the term of the option may not be longer than five years. Options
become exercisable at such time or times as the Board may determine at the time
it grants options.
FEDERAL INCOME TAX CONSEQUENCES
Non-qualified Stock Options. The grant of non-qualified stock options will
have no immediate tax consequences to the Company or the employee. The exercise
of a non-qualified stock option will require an employee to include in his gross
income the amount by which the fair market value of the acquired shares on the
exercise date (or the date on which any substantial risk of forfeiture lapses)
exceeds the option price.
Upon a subsequent sale or taxable exchange of the shares acquired upon
exercise of a non-qualified stock option, an employee will recognize long or
short-term capital gain or loss equal to the difference between the amount
realized on the sale and the tax basis of such shares.
The Company will be entitled (provided applicable withholding requirements
are met) to a deduction for Federal income tax purposes at the same time and in
the same amount as the employee is in receipt of income in connection with the
exercise of a non-qualified stock option.
Incentive Stock Options. The grant of an incentive stock option will have
no immediate tax consequences to the Company or the employee. If the employee
exercises an incentive stock option and does not dispose of the acquired shares
within two years after the grant of the incentive stock option nor within one
year after the date of the transfer of such shares to him (a "disqualifying
disposition"), he will realize no compensation income and any gain or loss that
he realizes on a subsequent disposition of such shares will be treated as a
long-term capital gain or loss. For purposes of calculating the employee's
alternative minimum taxable income, however, the option will be taxed as if it
were a non-qualified stock option.
ELIGIBILITY
Under the Plan, incentive stock options may be granted only to officers
and employees and non-qualified stock options may be granted to officers,
employees as well as directors, independent contractors and agents. The Board
has granted incentive stock options and non qualified stock options to purchase
an aggregate of 259,000 shares of Common Stock as detailed above; provided,
however, that if stockholders do not approve the plan within one year from the
date of grant of these options, such options will all become non-qualified stock
options. The Company has no present plans or understandings to grant any other
Options under the Plan. Persons eligible to receive options consist primarily of
five (5) officers and twelve (12) key employees.
The Company believes that the Plan should be approved so that shares of
Common Stock are available for grant to key employees, officers and directors as
well as independent contractors and agents upon whose performance and
contribution the long-term success and growth of the Company is dependent.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.
7
<PAGE>
CONFIRMATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board proposes that the stockholders ratify the appointment of Grant
Thornton LLP as the Company's independent accountants for 1997. Grant Thornton
LLP were the Company's independent accountants for 1996. The report of Grant
Thornton LLP with respect to the Company's financial statements appears in the
Company's Annual Report for the fiscal year ended December 31, 1996. A
representative of Grant Thornton LLP will be at the Annual Meeting of
Stockholders and will have an opportunity to make a statement if he desires to
do so and will be available to respond to appropriate questions. In the event
the stockholders fail to ratify the appointment, the Board will consider it a
directive to consider other accountants for a subsequent year.
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
MISCELLANEOUS
OTHER MATTERS
Management knows of no matter other than the foregoing to be brought
before the Annual Meeting of Stockholders, but if such other matters properly
come before the meeting, or any adjournment thereof, the persons named in the
accompanying form of proxy will vote such proxy on such matters in accordance
with their best judgment.
REPORTS AND FINANCIAL STATEMENTS
Milestone's Annual Report for the year ended December 31, 1996 including
Audited Financial Statements has been previously mailed. Such Report and
Financial Statements contained therein are not incorporated herein by reference
and are not considered part of this soliciting material.
A Copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-KSB, without exhibits, will be provided without charge to
any stockholder submitting a written request. Such request should be addressed
to Mr. Leonard Osser, President, Milestone Scientific Inc., 220 South Orange
Avenue, Livingston Corporate Park, Livingston, New Jersey 07039.
SOLICITATION OF PROXIES
The entire cost of the solicitation of proxies will be borne by Milestone.
Proxies may be solicited by directors, officers and regular employees of
Milestone, without extra compensation, by telephone, telegraph, mail or personal
interview. Milestone will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable expenses for sending proxies and
proxy material to the beneficial owners of its Common Stock.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 1998
Annual Meeting must be received by the Company for inclusion in the Company's
proxy statement relating to that meeting not later than May 26, 1998. Such
proposals should be addressed to Mr. Leonard Osser, President, Milestone
Scientific Inc., 220 South Orange Avenue, Livingston Corporate Park, Livingston,
New Jersey 07039.
EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL
MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE.
By order of the Board of Directors
Leonard Osser
Chairman of the Board
Livingston, New Jersey
August 20, 1997
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APPENDIX A
MILESTONE SCIENTIFIC INC.
1997 STOCK OPTION PLAN
1. PURPOSES. The purposes of this Stock Option Plan are to attract and
retain qualified personnel for positions of substantial responsibility, to
provide additional incentive to the Employees of the Company or its
Subsidiaries, if any (as defined in Section 2 below), as well as other
individuals who perform services for the Company or its Subsidiaries, and to
promote the success of the Company's business.
Options granted hereunder may be either "incentive stock options", as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"non-qualified stock options", at the discretion of the Board and as reflected
in the terms of the written instrument evidencing an Option.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a)"BOARD" shall mean the Board of Directors of the Company.
(b)"COMMON STOCK" shall mean the Common Stock of the Company (par value
$.001 per share.)
(c)"COMPANY" shall mean Milestone Scientific Inc., a Delaware corporation.
(d)"COMMITTEE" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.
(e)"CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board.
(f)"EMPLOYEE" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.
(g)"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(h)"INCENTIVE STOCK OPTION" shall mean a stock option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
(i)"NON-QUALIFIED STOCK OPTION" shall mean a stock option not intended to
qualify as an Incentive Stock Option.
(j)"OPTION" shall mean a stock option granted pursuant to the Plan.
(k)"OPTIONED STOCK" shall mean the Common Stock subject to an Option.
(l)"OPTIONEE" shall mean an Employee or other person who receives an
Option.
(m) "PARENT" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 425(e) of the Internal Revenue Code of 1986, as
amended.
(n)"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(o)"SEC" shall mean the Securities and Exchange Commission.
(p)"SHARE" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
(q)"SUBSIDIARY" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of
1986, as amended.
3. STOCK.
Subject to the provisions of Section 11 of the Plan, the maximum aggregate
number of shares which may be optioned and sold under the Plan is 500,000 shares
of Common Stock. If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for further grant under the Plan.
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4. ADMINISTRATION.
(a) PROCEDURE. The Company's Board of Directors may appoint a Committee to
administer the Plan. The Committee shall consist of not less than three members
of the Board of Directors who shall administer the Plan on behalf of the Board
of Directors, subject to such terms and conditions as the Board of Directors may
prescribe. Once appointed, the Committee shall continue to serve until otherwise
directed by the Board of Directors. From time to time the Board of Directors may
increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause), and appoint new members in substitution
therefor, fill vacancies however caused, or remove all members of the Committee
and thereafter directly administer the Plan.
If a majority of the Board of Directors is eligible to be granted Options
or has been eligible at any time within the preceding year, a Committee must be
appointed to administer the Plan. The Committee must consist of not less than
three members of the Board of Directors, all of whom are "disinterested persons"
as defined in Rule 16b-3 of the General Rules and Regulations promulgated under
the Exchange Act.
(b) POWERS OF THE BOARD. Subject to the provisions of the Plan, the Board,
or the Committee shall have the authority, in its discretion: (i) to grant
Incentive Stock Options, in accordance with Section 422A of the Internal Revenue
Code of 1986, as amended, or to grant Non-qualified Stock Options; (ii) to
determine, upon review of relevant information and in accordance with Section
8(b) of the Plan, the fair market value of the Common Stock; (iii) to determine
the exercise price per share of Options to be granted which exercise price shall
be determined in accordance with Section 8(a) of the Plan; (iv) to determine the
persons to whom, and the time or times at which, Options shall be granted and
the number of shares to be represented by each Option; (v) to interpret the
Plan; (vi) to prescribe, amend and rescind rules and regulations relating to the
Plan; (vii) to determine the terms and provisions of each Option granted (which
need not be identical) and, with the consent of the holder thereof, modify or
amend each Option; (viii) to accelerate or defer (with the consent of the
Optionee) the exercise date of any Option; (ix) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the grant
of an Option previously granted by the Board; and (x) to make all other
determinations deemed necessary or advisable for the administration of the Plan.
(c)EFFECT OF THE BOARD'S DECISION. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.
5. ELIGIBILITY; NON-DISCRETIONARY GRANTS.
(a) GENERAL. Incentive Stock Options may be granted only to Employees.
Non-qualified Stock Options may be granted to employees as well as directors
(subject to the limitations set forth in Section 4), independent contractors and
agents, as determined by the Board. Any person who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option or Options.
The Plan shall not confer upon any Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with his right or the Company's right to terminate his employment at any time.
(b) LIMITATION ON INCENTIVE STOCK OPTIONS. No Incentive Stock Option may
be granted to an Employee if, as the result of such grant, the aggregate fair
market value (determined at the time each option was granted) of the Shares with
respect to which such Incentive Stock Options are exercisable for the first time
by such Employee during any calendar year (under all such plans of the Company
and any Parent and Subsidiary) shall exceed One Hundred Thousand Dollars
($100,000).
(c) NON-DISCRETIONARY GRANTS. Each director who is not an employee of the
Company or a Subsidiary should, immediately upon taking office, be granted an
option for 20,000 shares.
6. TERM OF THE PLAN. The Plan shall become effective upon the earlier to occur
of (i) its adoption by the Board of Directors, or (ii) its approval by vote of
the holders of a majority of the outstanding shares of the Company entitled to
vote on the adoption of the Plan. The Plan shall continue in effect until May
28, 2007 unless sooner terminated under Section 13 of the Plan.
7. TERM OF OPTION. The term of each Option shall be ten (10) years from the date
of grant hereof or such shorter term as may be provided in the instrument
evidencing the Option. However, in the case of an Incentive Stock Option granted
to an Employee who, immediately before the Incentive Stock Option is granted,
owns stock
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representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the day of grant thereof or such
shorter time as may be provided in the instrument evidencing the Option.
8. EXERCISE PRICE AND CONSIDERATION.
(a)The per Share exercise price for the Shares to be issued pursuant to
the exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:
(i) In the case of an Incentive Stock Option:
(A) granted to an Employee who, immediately before the grant
of such Incentive Stock Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price
shall be no less than 110% of the fair market value per Share on the
date of grant, as the case may be;
(B) granted to an Employee not subject to the provisions of
Section 8(a)(i)(A), the per Share exercise price shall be no less
than one hundred percent (100%) of the fair market value per Share on
the date of grant.
(ii) In the case of a Non-qualified Stock Option, the per Share
exercise price shall be no less than one hundred percent (100%) of the
fair market value per Share on the date of grant.
(b) The fair market value shall be determined by the Board in its
discretion; provided, however, that where there is a public market for the
Common Stock, the fair market value per Share shall be the mean of the bid and
asked prices or, if applicable, the closing price of the Common Stock on the
date of grant, as reported by the National Association of Securities Dealers
Automated Quotation (NASDAQ) System or, in the event the Common Stock is listed
on a stock exchange, the fair market value per Share shall be the closing price
on such exchange on the date of grant of the Option, as reported in the Wall
Street Journal.
(c)The consideration to be paid for the Shares to be issued upon exercise
of an Option or in payment of any withholding taxes thereon, including the
method of payment, shall be determined by the Board and may consist entirely of
(i) cash, check or promissory note; (ii) other Shares of Common Stock owned by
the Employee having a fair market value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised; (iii) other Options owned by the Employee having an aggregate
in-the-money value equal to the aggregate exercise price of the Options being
exercised (Options are in-the-money if the fair market value of the underlying
Shares exceeds the exercise price of the Options), (iv) an assignment by the
Employee of the net proceeds to be received from a registered broker upon the
sale of the Shares or the proceeds of a loan from such broker in such amount; or
(v) any combination of such methods of payment, or such other consideration and
method of payment for the issuance of Shares to the extent permitted under
Delaware Law and meeting rules and regulations of the SEC to plans meeting the
requirements of Section 16(b)(3) of the Exchange Act.
9. PROCEDURES AND LIMITATIONS ON EXERCISE OF OPTIONS.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted
hereunder shall be exercisable at such times and subject to such conditions as
may be determined by the Board, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissable under the terms of
the Plan.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
instrument evidencing the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. Full payment may, as
authorized by the Board, consist of any consideration and method of
payment allowable under Section 8(c) of the Plan; it being understood that
the Company shall take such action as may be reasonably required to permit
use of an approved payment method. Until the issuance, which in no event
will be delayed more than thirty (30) days from the date of the exercise
of the Option, (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the
stock certificate evidencing such Shares, no right to vote or receive
dividends or any other
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rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for
a dividend or other right for which the record date is prior to the date
the stock certificate is issued, except as provided in the Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised.
(b) TERMINATION OF STATUS AS AN EMPLOYEE. If any Employee ceases to serve
as an Employee, he may, but only within thirty (30) days (or such other period
of time not exceeding three (3) months as is determined by the Board) after the
date he ceases to be an Employee of the Company, exercise his Option to the
extent that he was entitled to exercise it as of the date of such termination.
To the extent that he was not entitled to exercise the Option at the date of
such termination, or if he does not exercise such Option (which he was entitled
to exercise) within the time specified herein, the Option shall terminate.
(c) DISABILITY OF AN EMPLOYEE. Notwithstanding the provisions of Section
9(b) above, in the event an Employee is unable to continue his employment with
the Company as a result of his total and permanent disability (as defined in
Section 105(d)(4) of the Internal Revenue Code of 1986, as amended), he may, but
only within three (3) months (or such other period of time not exceeding twelve
(12) months as is determined by the Board) from the date of disability, exercise
his Option to the extent he was entitled to exercise it at the date of such
disability. To the extent that he was not entitled to exercise the Option at the
date of disability, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
terminate.
(d) DEATH OF OPTIONEE. In the event of the death of an Optionee:
(i) during the term of the Option who is at the time of his death an
Employee of the Company and who shall have been in Continuous Status as an
Employee since the date of grant of the Option, the Option may be
exercised, at any time within twelve (12) months following the date of
death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of
the right to exercise that would have accrued had the Optionee continued
living one (1) month after the date of death; or
(ii) within thirty (30) days (or such other period of time not
exceeding three (3) months as is determined by the Board) after the
termination of Continuous Status as an Employee, the Option may be
exercised, at any time within three (3) months following the date of
death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of
the right to exercise that had accrued at the date of termination.
10. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock dividend with
respect to the Common Stock or any other increase or decrease in the number of
issued shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.
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In the event of the proposed dissolution or liquidation of the Company, or
in the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Board of Directors of the Company shall, as to outstanding Options, either (i)
make appropriate provision for the protection of any such outstanding Options by
the substitution on an equitable basis of appropriate stock of the Company or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect to one share of Common Stock of the Company; provided, only
that the excess of the aggregate fair market value of the shares subject to the
Options immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the shares
subject to such Options immediately before such substitution over the purchase
price thereof, or (ii) upon written notice to an Optionee, provide that all
unexercised Options must be exercised within a specified number of days of the
date of such notice or they will be terminated. In any such case, the Board of
Directors may, in its discretion, advance the lapse of any waiting or
installment periods and exercise dates.
12. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each person to whom an
Option is so granted within a reasonable time after the date of such grant.
13. AMENDMENT AND TERMINATION OF THE PLAN.
(a)GENERAL. The Board may amend or terminate the Plan from time to time in
such respects as the Board may deem advisable; provided, however, that the
following revisions or amendments shall require approval of the holders of a
majority of the outstanding shares of the Company entitled to vote:
(i) any increase in the number of Shares subject to the Plan, other
than in connection with an adjustment under Section 11 of the Plan;
(ii) any change in the designation of the class of persons eligible to
be granted options; or
(iii) any material increase in the benefits accruing to participants
under the Plan.
(b) STOCKHOLDER APPROVAL. If any amendment requiring stockholder approval
under Section 13(a) of the Plan is made, such stockholder approval shall be
solicited as described in Section 17(a) of the Plan.
(c) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.
14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by, or appropriate
under, any of the aforementioned relevant provisions of law.
15. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
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16. OPTION AGREEMENT. Options shall be evidenced by written option agreements in
such form as the Board shall approve.
17. STOCKHOLDER APPROVAL. Continuation of the Plan shall be subject to approval
by the stockholders of the Company within twelve (12) months before or after the
date the Plan is adopted. If such stockholder approval is obtained at a duly
held stockholders' meeting, it may be obtained by the affirmative vote of the
holders of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon. The approval of such stockholders of
the Company shall be (1) solicited substantially in accordance with Section
14(a) of the Exchange Act and the rules and regulations promulgated thereunder,
or (2) solicited after the Company has furnished in writing to the holders
entitled to vote substantially the same information concerning the Plan as that
which would be required by the rules and regulations in effect under Section
14(a) of the Exchange Act at the time such information is furnished.
If such stockholder approval is obtained by written consent in the absence
of a Stockholders' Meeting, it must be obtained by the written consent of all
stockholders of the Company who would have been entitled to cast the minimum
number of votes which would be necessary to authorize such action at a meeting
at which all stockholders entitled to vote thereon were present and voting.
18. OTHER PROVISIONS. The Stock Option Agreement authorized under the Plan shall
contain such other provisions, including, without limitation, restrictions upon
the exercise of the Option, as the Board of Directors of the Company's shall
deem advisable. Any Incentive Stock Option Agreement shall contain such
limitations and restrictions upon the exercise of the Incentive Stock Option as
shall be necessary in order that such option will be an Incentive Stock Option
as defined in Section 422 of the Internal Revenue Code of 1986, as amended.
19. INDEMNIFICATION OF BOARD. In addition to such other rights of
indemnification as they may have as directors or as members of the Board, the
members of the Board shall be indemnified by the Company against the reasonable
expenses, including attorneys' fees actually and necessarily incurred in
connection with the defense of any action suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such Board
member is liable for negligence or misconduct in the performance of his duties,
provided that within sixty (60) days after institution of any such action, suit
or proceeding a Board member shall, in writing, offer the Company the
opportunity, as its own expense, to handle and defend the same.
20. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
and directors of the Company or any Subsidiary.
21. COMPLIANCE WITH EXCHANGE ACT RULE 16B-3. With respect to persons subject to
Section 16 of the Exchange Act, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the Plan or action by the Board
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Board.
22. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.
23. HEADINGS, ETC., NO PART OF PLAN. Headings of Articles and Sections hereof
are inserted for convenience and reference; they constitute no part of the Plan.
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MILESTONE SCIENTIFIC INC.
This proxy is solicited by the Board of Directors for the
Annual Meeting on September 23, 1997
The undersigned hereby appoints Leonard Osser and Michael J. McGeehan and
each of them, with full power of substitution, the attorneys and proxies of the
undersigned to attend the Annual Meeting of Stockholders of Milestone Scientific
Inc. to be held on September 23, 1997 at 9:30 a.m., and at any adjournment
thereof, hereby revoking any proxies heretofore given, to vote all shares of
Common Stock of the Company held or owned by the undersigned as indicated on the
proposals as more fully set forth in the Proxy Statement, and in their
discretion upon such other matters as may come before the meeting.
1. ELECTION OF DIRECTORS--Leonard Osser, Gregory Volok, Giovanni Montoncello,
Michael J. McGeehan, David Sultanik, Stephen A. Zelnick, Paul Gregory,
Louis I. Margolis and Leonard M. Schiller.
[ ] FOR all nominees.
[ ] WITHHOLD authority to vote for all nominees.
[ ] FOR all nominees, EXCEPT nominee(s) written below.
___________________________________________________________________________
FOR AGAINST ABSTAIN
2. The approval of the 1997 Stock Option Plan. [ ] [ ] [ ]
3. Confirmation of the appointment of Grant Thornton [ ] [ ] [ ]
LLP as auditors for the fiscal year ending
December 31, 1997.
(Continued, and to be signed, on Reverse Side)
<PAGE>
The shares represented by this Proxy will be voted as directed or if no
direction is indicated, will be voted FOR each of the proposals.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.
Dated:_________________________, 1997
_____________________________________
Signature of Stockholder
_____________________________________
Signature of Stockholder
DATE AND SIGN EXACTLY AS NAME APPEARS
HEREON. EACH JOINT TENANT MUST SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR,
TRUSTEE, ETC., GIVE FULL TITLE. IF
SIGNER IS CORPORATION, SIGN IN FULL
CORPORATE NAME BY AUTHORIZED OFFICER.
