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:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
MILESTONE SCIENTIFIC INC.
-------------------------
(Name of Registrant as Specified In Its Charter)
MILESTONE SCIENTIFIC INC.
-------------------------
(Name of Person(s) Filing Proxy Statement)
|X| No fee required.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
4) Proposed maximum aggregate value of transaction:
|_| 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 statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
MILESTONE SCIENTIFIC INC.
Notice of Special Meeting of Stockholders to be held December 11, 1997
--------------------
The Special Meeting of Stockholders of Milestone Scientific Inc. will be
held at the offices of Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue,
Suite 902, New York, New York 10022 for the purpose of considering and acting
upon the following:
1. Approval of an amendment to the Company's Certificate of
Incorporation to increase the number of shares of Common Stock which
the Company is authorized to issue from 10,000,000 to 25,000,000.
2. Any and all matters incident to the foregoing, and such other
business as may legally come before the meeting and any
adjournment(s) or postponement(s) thereof.
The Board of Directors has fixed the close of business on November 17,
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
November 18, 1997
- --------------------------------------------------------------------------------
IMPORTANT: Every stockholder, whether or not he or she expects to attend the
meeting in person, is urged to execute the proxy and return it
promptly in the enclosed business reply envelope.
<PAGE>
MILESTONE SCIENTIFIC INC.
--------------------
PROXY STATEMENT
For a Special Meeting of Stockholders
to be held December 11, 1997
--------------------
Proxies in the form enclosed with this Proxy Statement are solicited by
the Board of Directors of Milestone Scientific Inc. ("Milestone" or the
"Company") to be used at a Special Meeting of Stockholders to be held at 9:30
A.M. on December 11, 1997 for the purpose set forth in the Notice of Meeting and
this Proxy Statement. The approximate date on which this Proxy Statement and the
accompanying proxy will be mailed to stockholders is November 18, 1997.
VOTING AND VOTE REQUIRED
Approval of the proposed amendment to the Certificate of Incorporation
(the "Amendment") requires the affirmative vote of a majority of all outstanding
shares of Common Stock, par value $.001 per share (the "Common Stock"), entitled
to vote thereon. All shares represented by valid proxies will be voted in
accordance with instructions contained therein. 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 in and of itself does not revoke a prior proxy. In the absence of
instructions, proxies will be voted FOR the Amendment. Shares represented by
proxies which are marked "ABSTAIN" with respect to the Amendment will have the
effect of a vote against the Amendment. In instances where brokers are
prohibited from exercising discretionary authority for beneficial owners who
have not returned proxies (so called "broker non-votes"), those shares will be
disregarded and will have the effect of a vote against the Amendment.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
The Board of Directors of the Company (the "Board") believes it would be
advantageous to amend Article FOURTH of the Company's Certificate of
Incorporation to increase the aggregate number of shares of the Company's Common
Stock which the Company is authorized to issue from 10,000,000 to 25,000,000.
Should the Amendment be adopted, the Board will not seek stockholder
approval prior to any issuance within the proposed authorization of additional
shares of Common Stock, unless otherwise required by the Certificate of
Incorporation, By-laws or any applicable regulation of any exchange or national
market quotation system on which shares of the Company may be listed.
Frequently, opportunities arise that require prompt issuance of shares. A delay
occasioned by the need for stockholder approval of an amendment to increase the
authorized shares, even though stockholders' approval is not required for the
specific transaction, could be detrimental to the Company and its stockholders.
2
<PAGE>
The Amendment would change the first sentence of Article "FOURTH" of the
Company's Certificate of Incorporation to read as follows:
"FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 25,000,000 shares".
Reasons and Effects
As of October 31, 1997, of the Company's 10,000,000 authorized shares of
Common Stock, 8,103,080 shares were issued and outstanding. As of such date, the
Company also had outstanding (i) an aggregate of 1,986,572 warrants issued to
investors in private placements in March and October 1997, 260,000 of which are
not currently exercisable, (ii) incentive and non-qualified options to purchase
an aggregate of 688,000 shares vesting on a deferred basis, and (iii) various
other warrants issued in connection with the public or private sale of Common
Stock to purchase an aggregate of 401,892 shares. The Board of Directors
believes that it is necessary to have a reserve of authorized shares available
for issuance from time to time to meet the financing requirements of the
Company, including their issuance in connection with acquisitions of other
businesses, for sale for cash, for use in connection with share dividends or
share splits or for other corporate purposes not now determinable. The proposed
increase in the number of authorized shares of Common Stock is designed to
provide the Company with additional flexibility in pursuing its long-range
business objectives.
Although there are no other present plans which would result in the need
for additional shares of Common Stock to be issued, management is continually
considering the desirability of corporate actions which might create such a
need.
The increased number of authorized shares of Common Stock could
discourage, or be used to impede, an attempt to acquire or otherwise change
control of the Company. The private placement of shares of Common Stock into
"friendly" hands, for example, could dilute the voting strength of a party
seeking control of the Company. Furthermore, many companies have recently issued
warrants or other rights to acquire additional shares of common stock to the
holders of its common stock to discourage or defeat unsolicited share
accumulation programs and acquisition proposals, which programs or proposals may
be viewed by the board of directors as not in the best interest of the company
and its stockholders. If this Proposal is adopted, more capital stock of the
Company would be available for such purposes than is currently available.
The Board of Directors unanimously recommends a vote FOR the amendment.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table, together with the accompanying footnotes, sets forth
information, as of October 31, 1997, regarding stock ownership of all persons
known by the Company to own beneficially 5% or more of the Company's outstanding
Common Stock, certain executive officers, all directors, and all directors and
officers of the Company as a group:
Shares of
Name of Common Stock Percentage
Beneficial Owner(1) Beneficially Owned(2) of Ownership
------------------- --------------------- ------------
Executive Officers and Directors
Leonard Osser 2,395,000(3) 29.6%
Gregory Volk 6,700(4) *
Michael J. McGeehan 20,000(5) *
Giovanni Montoncello 20,000(5) *
David Sultanik 20,000(5) *
Stephen A. Zelnick 488,666(6) 5.8%
Paul Gregory 10,150(7) *
Louis I. Margolis 74,000(8) *
Leonard M. Schiller 48,094(9) *
Larry Haimovitch 17,356(10) *
All Directors and Officers as a group
(12 persons) 3,099,966(11) 36.4%
- ----------
* Less than 1%
(1) Address of beneficial owner is c/o Milestone Scientific Inc., Livingston
Corporate Park, Livingston, New Jersey 07039
(2) 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.
(3) 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.
(4) Consists of 4,000 shares held jointly with his wife and 2,700 shares held
personally or in an IRA account.
(5) Consists of 20,000 shares subject to stock options exercisable within 60
days of the date hereof at $5.375 per share.
(6) Includes (i) an aggregate of 45,000 shares issuable upon exercise of stock
options 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, (ii) 55,000 shares held in the name of Cowen & Co. as Custodian for
the Stephen A. Zelnick Profit
4
<PAGE>
Sharing Trust ("Cowen & Co."), (iii) 136,000 shares beneficially owned
through Erewhon Holdings Company, a partnership in which Mr. Zelnick is a
general partner ("Erewon"), (iv) 50,000 shares issuable upon exercise of
warrants within 60 days of the date hereof held in the name of Cowen &
Co., (v) 36,000 shares issuable upon exercise of warrants within 60 days
of the date hereof beneficially owned through Erewhon, and (vi) 166,666
shares issuable upon exercise of immediately exercisable warrants to
purchase units comprised of 83,333 shares and warrants to purchase an
additional 83,333 shares registered in the name of Morse, Zelnick, Rose &
Lander, LLP, a limited liability partnership ("MZRL") in which Mr. Zelnick
is a general partner. MZRL or partners in MZRL share beneficial ownership
in the securities listed in (i), (iii), (v) and (vi), above.
(7) Includes 10,000 shares subject to stock options exercisable within 60 days
of the date hereof at $5.125 per share.
(8) Includes 10,000 and 32,000 shares subject to stock options and warrants,
respectively, exercisable within 60 days of the date hereof at $5.125 and
$9.00 per share, respectively.
(9) 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.
(10) Includes 10,000 shares subject to stock options exercisable within 60 days
of the date hereof at $6.875 per share.
(11) Includes (i) 117,500 shares subject to stock options, and (ii) 289,963
shares subject to warrants all of which are exercisable within 60 days of
the date hereof.
MISCELLANEOUS
Other Matters
Management knows of no matter other than the foregoing to be brought
before the Special 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.
Solicitation of Proxies
The entire cost of the solicitation of proxies will be borne by the
Company. Proxies may be solicited by directors, officers and regular employees
of the Company, without extra compensation, by telephone, telegraph, mail or
personal interview. The Company 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.
EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE SPECIAL
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
November 18, 1997
5
<PAGE>
PROXY
MILESTONE SCIENTIFIC INC.
This Proxy is solicited by the Board of Directors for the Special Meeting
on December 11, 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 Special Meeting of Stockholders of
Milestone Scientific Inc. to be held on December 11, 1997 at 9:30 a.m. and at
any postponement(s) or adjournment(s) thereof to vote all shares of Common Stock
of the Company held or owned by the undersigned indicated on the proposal as
more fully set forth in the Proxy Statement, and in their discretion upon such
other matters as may come before the Meeting.
1. The approval of the amendment to the Certificate of Incorporation
FOR AGAINST ABSTAIN
|_| |_| |_|
(Continued and to be Signed, on Reverse Side)
The shares represented by this Proxy will be voted as directed or if no
direction is indicated, will be voted FOR the proposal.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Special Meeting.
Date:______________________________ 1997
---------------------------------------
Signature of Shareholder
---------------------------------------
Signature of Shareholder
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
6
