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 |_| Confidential, For Use
of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| 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.
<PAGE>
MILESTONE SCIENTIFIC INC.
Notice of Annual Meeting of Stockholders to be held on Tuesday, July 6, 1999
------------------
The Annual Meeting of Stockholders of Milestone Scientific Inc. will be
held in the Board Room of the American Stock Exchange, 86 Trinity Place, New
York, New York, on Tuesday, July 6, 1999 at 11:00 a.m., Eastern Daylight Savings
Time, for the purpose of considering and acting upon the following:
1. Election of eight (8) Directors.
2. Confirmation of the appointment of Grant Thornton LLP as
auditors for the fiscal year ending December 31, 1999.
3. 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 May 24, 1999 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
June 14, 1999
- ------------------------------------------------------------------------------
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 July 6, 1999
-----------------
Proxies in the form enclosed with this Statement are solicited by
Milestone Scientific Inc. ("Milestone" or the "Company") to be used at the
Annual Meeting of Stockholders to be held in the Board Room of the American
Stock Exchange, 86 Trinity Place, New York City, on July 6, 1999 at 11:00 a.m.,
Eastern Daylight Savings Time, for the purposes set forth in the Notice of
Meeting and this Proxy Statement. Milestone's principal executive offices are
located 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 June 14, 1999.
THE VOTING AND VOTE REQUIRED
On the record date for the meeting, May 24, 1999, there were outstanding
8,717,882 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 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 are marked "WITHHOLD AUTHORITY" to vote for all
eight 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 May 24, 1999 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:
Shares Beneficially
Name of Beneficial Owner Owned(1) % of Class
Leonard Osser 2,113,300(2) 23.7%
c/o Milestone Scientific Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, NJ 07039
Gintel Asset Management, Inc. 1,374,700(3) 15.76%
6 Greenwich Office Park
Greenwich, CT 06831
2
<PAGE>
Shares Beneficially
Name of Beneficial Owner Owned(1) % of Class
Little Wing, L.P. 533,046(4) 6.11%
c/o Quilcap Corp.
375 Park Avenue, Suite 1404
New York, NY 10152
All Directors and Officers
as a group (12 persons) 2,599,079(5) 28.10%
(1) A person is deemed to be a beneficial owner of securities that can
be acquired by such person within 60 days from the date of this
Proxy Statement 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
exercise 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. All percentages are determined
based on 8,717,882 shares outstanding on May 24, 1999.
(2) Includes 71,000 shares subject to stock options, exercisable within
60 days of the date hereof at 7.00 per share, 29,000 shares subject
to stock options, exercisable within 60 days of the date hereof at
7.56 per share; and a convertible note, convertible within 60 days
into 100,000 shares.
(3) Based solely upon an amendment to Schedule 13G filed by Gintel Asset
Management Inc. with the Securities and Exchange Commission on
2/12/99.
(4) Based solely upon Schedule 13D filed by Little Wing Partners LP with
the Securities and Exchange Commission on 9/19/97.
(5) Includes 283,999 shares subject to stock options, 148,853 shares
subject to warrants, and 100,000 shares subject to a convertible
note, all of which are exercisable within sixty (60) days of the
date hereof.
ELECTION OF DIRECTORS
Eight 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 eight 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
Nominees for Election Owned on Percent
May 24, Of
1999(1) Class
------- -----
<S> <C> <C>
LEONARD OSSER, 51, has been Chief Executive Officer and a director of
the Company since July 1991, and the President and Chief Executive
Officer of Spintech, a subsidiary of the Company, since November,
1995. From July 1991 until July 1997, he also served as President and
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. 2,113,300(2) 23.7%
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Nominees for Election Owned on Percent
May 24, Of
1999(1) Class
------- -----
<S> <C> <C>
PAUL GREGORY, 63, 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 Inc. 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. 20,150(3) *
LARRY HAIMOVITCH, 52, has been a director of the Company since October
1997. Mr. Haimovitch has been the President of Haimovitch Medical
Technology Consultants, a San Francisco-based health care consulting
firm, since he formed the firm in 1990. His firm, whose current area
of emphasis includes minimally-invasive surgical technologies,
specializes in the analysis of the medical device industry with
emphasis on the current trends and future outlook for emerging medical
technology. Mr. Haimovitch also serves as a director of Cardiac
Control Systems Inc., a company engaged in the design, development,
manufacture and marketing of implantable cardiac pacemaker systems. 20,156(4) *
LOUIS I. MARGOLIS, 55, 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. Since June
1998, Mr. Margolis has been a general partner of Select Ventures
Management, LP, a special purpose limited partnership that invests in
an early stage venture capital partnership. Since April 1998, Mr.
Margolis has been a registered representative with GRO Corporation, a
member firm of the NASD. In January 1997, Mr. Margolis formed and is
the President and sole shareholder of Chapel Hill Capital Corp., a
financial services company. 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. Mr. Margolis is
also a director of Hometown Auto Retailers, Inc., an automotive
retailer conducting business in the northeastern United States. 84,000(5) *
DANIEL R. MARTIN, 62, has been a director of the Company since March
1998. From March 1998 until May 1999, he served as President and Chief
Operating Officer. Prior thereto, from May 1999 From January 1990 to
October 31, 1997, Mr. Martin was the President, Chief Operating
Officer and director, and later Chief Executive Officer of E-Z-EM,
Inc., a manufacturer of medical devices and pharmaceuticals for
diagnostic imaging. 27,100(6) *
LEONARD M. SCHILLER, 57, 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. He is also a member of the Board of Directors of iMall, Inc.,
a leading provider of fully-integrated "one-stop" e-commerce
solutions. 65,594(7) *
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
DAVID SULTANIK, 41,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 to that he was a principal at the
accounting firm Perelson, Johnson & Rones, P.C. 20,000(8)
STEPHEN A. ZELNICK, 61, 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. 232,556(9) 2.62%*
</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) Includes 71,000 shares subject to stock options, exercisable within 60
days of the date hereof at 7.00 per share, 29,000 shares subject to stock
options, exercisable within 60 days of the date hereof at 7.56 per share,
and a $250,000 convertible 3% note maturing 3/15/03, convertible within 60
days into 100,000 shares.
(3) Includes 150 shares held by Mr. Gregory's wife and 17,000 shares subject
to stock options, exercisable within 60 days of the date hereof at $5.125
per share.
(4) Includes 15,000 shares subject to stock options, exercisable within 60
days of the date hereof at $6.875 per share.
(5) Includes 20,000 shares subject to stock options, exercisable within 60
days of the date hereof at $5.125 per share and 32,000 shares subject to
stock purchase warrants, exercisable within 60 days of the date hereof at
$9.00 per share.
(6) Includes 25,000 shares subject to stock options exercisable within 60 days
of the date hereof at $23.00 per share.
(7) Includes 45,000 shares subject to stock options, exercisable within 60
days of the date hereof at $5.125 per share and 5,297 shares subject to
stock purchase warrants, exercisable within 60 days of the date hereof at
$4.72 per share.
(8) Includes 15,000 shares subject to stock options, exercisable within 60
days of the date hereof at $5.375 per share.
(9) Includes (i) an aggregate of 36,666 shares issuable upon exercise of stock
options within 60 days of the date hereof, 16,666 of which are exercisable
at $5.125 per share and 20,000 of which are exercisable at $5.375 per
share, (ii) 55,000 shares held in the name of Cowen & Co. as Custodian for
the Stephen A. Zelnick Profit Sharing Trust ("Cowen & Co."), (iii) 50,000
shares subject to warrants, exercisable within 60 days of the date hereof
at $9.00 per share held in the name of Cowen & Co. (iv) 6,000 shares
subject to warrants, exercisable within 60 days of the date hereof at
$9.00 per share, (v) 55,556 shares issuable upon exercise of immediately
exercisable warrants to purchase at $6.00 units comprised of 27,778 shares
and warrants to purchase an additional 27,778 shares at $9.00 per share.
5
<PAGE>
Board of Directors and Committees
The Board held eight meetings, the Audit Committee one meeting, and the
Compensation Committee three meetings during fiscal 1998. 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 and its committees.
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.
COMPENSATION OF DIRECTORS AND OFFICERS
AND RELATED MATTERS
Executive Compensation.
The following Summary Compensation Table sets forth all compensation
earned, in all capacities, during the fiscal years ended December 31, 1998, 1997
and 1996 by (i) the Company's Chief Executive Officer and (ii) the most highly
compensated executive officers, other than the CEO, who were serving as
executive officers at the end of the 1998 fiscal year and whose salary as
determined by Regulation S-B, Item 402, exceeded $100,000 (the individuals
falling within categories (i) and (ii) are collectively referred to as the
"Named Executives").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------------------
Annual
Compensation Awards Payouts
---------------------- ---------------------- -----------------
Common Stock All Other
Name and Principal Salary Underlying Options Compensation
Position Year ($) (#) ($)
- ---------------------- ------- ---------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Leonard A. Osser 1998 280,395 (1) 50,000
Chief Executive 1997 267,768 (2) 150,000
Officer and 1996 265,719 (3)
Chairman
Daniel R. Martin 1998 139,221 75,000
President and
Chief Operating
Officer (Retired)
</TABLE>
- -----------
(1) Effective July 7, 1998 Mr. Osser took a voluntary reduction in his 1998
annual base salary of $350,000. Includes $73,136 earned as President and
Chief Executive Officer of Spintech. Does not include $11,559
6
<PAGE>
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) Does not include $41,538 paid by the Company to Marilyn Elson, C.P.A., who
was employed by the Company to render accounting services prior to the
hiring by the Company of a Chief Financial Officer. Ms. Elson is the wife
of Mr. Osser.
(3) 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 $56,514 paid by the
Company to Marilyn Elson, C.P.A., who was employed by the Company to
render accounting services.
Stock Options
The following tables show certain information with respect to incentive
and non-qualified stock options granted in 1998 to Named Executives under the
Company's 1997 Stock Option Plan and the aggregate value at December 31, 1998 of
such options. The per share exercise price of all options is equal to the fair
market value of a share of Common Stock on the date of grant. No options granted
to Named Executives have been exercised.
Option Grants in 1998
- --------------------------------------------------------------------------------
Individual Grants of Options
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Percent of
Shares of Total
Common Options
Stock Granted to Exercise
Underlying Employees Price Expiration
Name Option # in 1998 ($/Sh) Date
- --------------------- ------------ ------------- ----------- --------------
<S> <C> <C> <C> <C>
Leonard A. Osser 50,000(1) 21.27% $16.00 7/31/02
Daniel R. Martin 75,000(2) 31.91% $23.00 2/25/03
Thomas M. Stuckey 25,000(3) 10.64% $16.50 5/4/03
</TABLE>
- -----------
(1) Options vest 7/2/02
(2) Options vest in three equal installments beginning 2/25/99
(3) Options vest in three equal installments beginning 5/4/99
Aggregated 1998 Year End Options Values
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at 12/31/98 At 12/31/98 (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------ ------------------------- -------------------------
<S> <C> <C>
Leonard A. Osser 50,000 // 150,000 0
Daniel R. Martin 0 // 75,000 0
Thomas M. Stuckey 0 // 25,000 0
</TABLE>
- -----------
(1) Based on the closing price on June 1, 1999 of $1.25 as quoted on the
American Stock Exchange.
7
<PAGE>
Employment Contracts
As of January 1, 1998 the Company entered into an Employment Agreement
with Mr. Osser which provides for an initial term expiring on December 31, 2002,
with a two-year non-competition period at the end of the term. The term is
automatically increased for successive one-year periods unless prior to December
1 of any year either party notifies the other of its election not to extend the
term. Under the Agreement Mr. Osser serves as Chief Executive Officer and is
required to work on a full-time basis. Under the Employment Agreement Mr. Osser
receives annual base pay of $350,000, increasing to reflect cost of living
adjustments commencing on January 1, 2001. In addition, during January 1998 and
each of the next four Januarys the Company shall grant Mr. Osser an option to
purchase 50,000 shares of Common Stock exercisable only during the last 30 days
of the option term unless the Company achieves certain financial goals to be
specified annually by the Compensation Committee. Additionally, as soon as
financial statements for each year commencing with 1998 are completed, the
Company shall grant the executive an additional option to purchase up to 50,000
shares depending upon the achievement of specified performance goals. Further,
Mr. Osser shall receive the opportunity to earn cash bonuses of up to $200,000
per year depending upon the achievement of performance targets to be specified
by the Option Committee.
On July 7, 1998, Mr. Osser implemented a voluntary reduction of his annual
base salary, reducing his annual base pay from $350,000 to $188,462. The
voluntary reduction has been described by Mr. Osser as being both temporary and
having no effect upon his rights under his employment agreement with the
Company. Such reduction remains in effect on the date hereof.
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
On March 8, 1999, Leonard Osser purchased a 3% Senior Convertible
Promissory Note of the Company in the amount of $250,000. The note is
convertible into shares of Common Stock of the Company at $2.50 per share until
March 16, 2000; at $3.00 per share until March 16, 2001; at $5.00 per share
until March 16, 2002; and at $6.00 per share until March 16, 2003.
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
(10%) 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 (10%)
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
8
<PAGE>
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, directors and greater than ten percent
(10%) shareholders were complied with during 1998, with the exception of the
following individuals with late Form 4 filings reporting changes in beneficial
ownership: Paul Gregory, Leonard A. Osser, Leonard M. Schiller, Daniel R. Martin
and Larry Haimovitch.
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 1999. Grant Thornton
LLP were the Company's independent accountants for 1998. 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, 1998. 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, 1998 including
Audited Financial Statements is included with this proxy material. 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 on Form 10-KSB, without exhibits,
will be provided without charge to any stockholder submitting a written request.
Such request should be addressed to Thomas M. Stuckey, Chief Financial Officer,
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. Solicitation is not to be made by specifically engaged employees or
paid solicitors. 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.
9
<PAGE>
Stockholder Proposals
Stockholder proposals intended to be presented at the Company's 2000
Annual Meeting must be received by the Company for inclusion in the Company's
proxy statement relating to that meeting not later than March 1, 2000. Such
proposals should be addressed to Thomas M. Stuckey, Chief Financial officer,
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
June 14, 1999
10
<PAGE>
MILESTONE SCIENTIFIC INC.
This proxy is solicited by the Board of Directors for the
Annual Meeting on July 6, 1999
The undersigned hereby appoints Leonard Osser and Thomas M. Stuckey, 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. (the "Company") to be held on July 6, 1999 at 11:00 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, Daniel R. Martin, David Sultanik,
Stephen A. Zelnick, Paul Gregory, Louis I. Margolis, Leonard M. Schiller
and Larry Haimovitch.
For all nominees |_|
Withhold authority to vote for all nominees |_|
For all nominees, Except nominee(s) written below.
FOR AGAINST ABSTAIN
2. Confirmation of the appointment of Grant |_| |_| |_|
Thornton LLP as auditors for the fiscal
year ending December 31, 1999
(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:__________________________, 1999
______________________________________
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.
