Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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 Wednesday, June 28, 2000
------------------
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 Wednesday, June 28, 2000 at 10:00 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, 2000.
3. Ratification of issuance of shares to chief executive officer
in payment of debt.
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 Directors has fixed the close of business on May 30, 2000 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 2, 2000
--------------------------------------------------------------------------------
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 June 28, 2000
-----------------
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 June 28, 2000 at 10:00 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 _, 2000.
THE VOTING AND VOTE REQUIRED
On the record date for the meeting, May 30, 2000, there were outstanding
10,652,898 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 ratification of the issuance of
shares to the chief executive officer in payment of debt 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 March 9, 2000 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(1) % of Class
Leonard Osser 2,010,061(2) 18.69%
c/o Milestone Scientific Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, NJ 07039
Gintel Asset Management, Inc. 1,374,700(3) 12.78%
6 Greenwich Office Park
Greenwich, CT 06831
<PAGE>
Name of Beneficial Owner Shares Beneficially Owned(1) % of Class
Cumberland Associates, LLC 1,901,524(4) 17.68%
1114 Avenue of the Americas
New York, New York 10036
All Directors and Officers as a
group (11 persons) 2,481,047(5) 23.07
(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
10,752,898 shares outstanding on March 9, 2000.
(2) Includes 70,000 shares subject to stock options, exercisable
within 60 days of the date hereof at 7.00 per share and 29,000
shares subject to stock options, exercisable within 60 days of
the date hereof at 7.56 per share.
(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 Cumberland Associates,
LLC with the Securities and Exchange Commission on 2/14/00.
(5) Includes 378,666 shares subject to stock options, and no
shares subject to warrants 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 Percent
Nominees for Election Owned on Of
March 9, 2000(1) Class
---------------- -----
<S> <C> <C>
LEONARD OSSER, 52, 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. 2,296,775(2) 21.36%
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Nominees for Election Owned on Of
March 9, 2000(1) Class
---------------- -----
<S> <C> <C>
PAUL GREGORY, 64, 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, 56, 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. 52,100(6) *
LEONARD M. SCHILLER, 58, 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>
3
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Nominees for Election Owned on Of
March 9, 2000(1) Class
---------------- -----
<S> <C> <C>
MITCHELL G. KUHN, 58, has been President and Chief
Operating Officer of the Company since October 1999.
From July 1977 until March 1999, Mr. Kuhn was the Chief
Operating Officer and an Executive Director of the New
York County Dental Society. From January 1990 until
March 1999, Mr. Kuhn was the Chief Operating Officer and
an Executive Director of First District Dental Society
Health and Welfare Trust. From January 1982 until March
1999, Mr. Kuhn was Chief Executive Officer, President
and Chief Operating Officer of First Madison Corp. From
1980 to present Mr. Kuhn serves as the President of
Deekay, Inc., a consulting firm that evaluates the value
of healthcare professional practices, counsels doctors
on partnership and associate agreements and acts as a
broker in the sale of practices of healthcare
professionals. 16,800 *
STEPHEN A. ZELNICK, 62, 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. 232,557(8) 2.15%*
</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 194,714 shares subject to stock options, exercisable within 60
days of the date hereof at $1.75 per share.
(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 50,000 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.
(8) Includes an aggregate of 148,223 shares issuable upon exercise of stock
options or warrants within 60 days of the date hereof, of which 20,000 are
exercisable at $5.375 per share and the balance are exercisable at $1.25
per share.
4
<PAGE>
Board of Directors and Committees
The Board held seven meetings, the Audit Committee held two meetings, and
the Compensation Committee did meet not during fiscal 1999. The Audit Committee
was comprised of Messrs. Margolis, Schiller and Sultanik during 1999. The
Compensation Committee was comprised of Messrs. Margolis, Sultanik and Zelnick
during 1999. There is no nominating committee. Mr. Sultanik resigned in _______.
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 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, 1999,
1998, and 1997 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 1999 fiscal year and whose salary as
determined by Regulation S-B, Item 402, exceeded $100,000 (the individuals
falling within categories (i) and (ii) are collectively referred to as the
"Named Executives").
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
-------------------------------------------
Annual
Compensation Awards Payouts
---------------------- ---------------------- -----------------
Common Stock All Other
Name and Principal Salary Underlying Options Compensation
Position Year ($) (#) ($)
----------------------- -------- ---------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Leonard A. Osser 1999 197,485(1) 50,000
Chief Executive 1998 280,395(2) 50,000
Officer and 1997 267,768(3) 150,000
Chairman
Thomas M. Stuckey 1999 119,922 10,000(4)
Chief Financial
Officer and Vice
President
</TABLE>
-----------
(1) Includes voluntary reduction of base salary which commenced in July 1998
and also includes $36,000 earned as President and Chief Executive Officer
of Spintech.
5
<PAGE>
(2) 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 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.
(3) Does not include $41,538 paid by the Company to Marilyn Elson, C.P.A., who
was employed by the Company to render accounting services prior to the
hiring by the Company of a Chief Financial Officer. Ms. Elson is the wife
of Mr. Osser.
(4) 1999 Bonus.
Stock Options
The following tables show certain information with respect to incentive
and non-qualified stock options granted in 1999 to Named Executives under the
Company's 1997 Stock Option Plan and the aggregate value at March 8, 2000 of
such options. In general, the per share exercise price of all options is equal
to the fair market value of a share of Common Stock on the date of grant. No
options granted to Named Executives have been exercised.
<TABLE>
<CAPTION>
Option Grants in 1999
------------------------------------------------------------------------------------------------------------
Individual Grants of Options
------------------------------------------------------------------------------------------------------------
Number of Percent of
Shares of Total Options
Common Stock Granted to Exercise
Underlying Employees in Price
Name Option # 1999 ($/Sh) Expiration Date
-------------------------- --------------- --------------- -------------- ------------------
<S> <C> <C> <C> <C>
Leonard A. Osser 50,000(1) 31.44% $1.00 1/09/04
</TABLE>
-----------
(1) Options vest 12/10/03
<TABLE>
<CAPTION>
Aggregated 1999 Year End Options Values
for Options granted prior to and During 1999
---------------------------------------------------------------------------------------------------------
Number of Shares of Common Value of Unexercised
Stock Underlying Unexercised In-The-Money Options
Options at 12/31/99 At 12/31/99 (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
-------------------------------------- ------------------------------ ------------------------------
<S> <C> <C>
Leonard A. Osser 100,000 // 250,000 0 // $150,000
Thomas M. Stuckey 22,333 // 23,667 $7,000 // $ 14,000
</TABLE>
-----------
(1) Based on the closing price on March 8, 2000 of $4.00 as quoted on the
American Stock Exchange.
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
6
<PAGE>
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 five year 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, at his sole discretion, 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.
The self imposed current limits of Mr. Osser's base pay is below the level
suggested by an independent compensation committee retained in December 1997.
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
Pursuant to a $1 million private placement which was completed in February
2000, Leonard Osser, the Chairman and Chief Executive Officer of the Company
purchased $250,000 principal amount of 10% secured promissory notes and
five-year warrants to purchase 35,714 shares of the Company's common stock,
immediately exercisable at $1.75 per share with such exercise price increasing
each anniversary to a final exercise price of $7.00 per share. Also pursuant to
this private placement Mitchell G. Kuhn, President and Chief Operating Officer,
purchased $50,000 principal amount of 10% secured promissory notes and five-year
warrants to purchase 7,143 shares of the Company's common stock. Additionally,
pursuant to an agreement made on December 20, 1999 and formally entered into as
of January 31, 1999, the Company issued 1,800,000 shares of common stock in full
payment of the Company's three percent Senior Convertible Promissory Notes in
the aggregate principal amount of $2,250,000. Pursuant to such exchange, Leonard
Osser, Chairman and Chief Executive Officer received 200,000 shares.
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.
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 1999, with the exception of the
following individuals with late Form 4 filings reporting changes in beneficial
ownership: Leonard A. Osser and Louis I. Margolis.
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 2000. Grant Thornton
LLP were the Company's independent accountants for 1999. 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, 1999. 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.
RATIFICATION OF ISSUANCE OF SHARES TO CHIEF EXECUTIVE OFFICER
IN FULL PAYMENT AND SATISFACTION OF HIS 3% SENIOR CONVERTIBLE NOTES
On December 20, 1999, we agreed with Cumberland Associates to issue 10%
Senior Secured Notes and related warrants to purchase common stock at prices
ranging from $1.75 to $7.00 during their lifetime in a $1,000,000 private
placement to accredited investors. The warrants are exercisable at prices
increasing, in steps, from $1.75 per share in the first year to $7.00 in the
final year. Cumberland's participation in this financing was conditioned upon
the participation of certain Milestone affiliates, including Leonard Osser,
chairman and chief executive officer of Milestone. At the same time, Cumberland
and various related investors and other holders of our 3% Senior Convertible
Notes issued in March 1999 agreed to accept in full payment and satisfaction of
these notes shares of our common stock valued at $1.25 per share. At the time
these transactions were negotiated, our common stock was traded at $.8125 per
share and by year end, when the parties originally intended to close the
transaction, had dropped to $.6875 per share. At this price, the common stock
was being valued at 182% of its then market price. Subsequently, the stock did
not trade at or above $1.25 until January 24, 2000. On January 31, 2000,
immediately prior to the initial closing of the transaction, but two weeks after
Mr. Osser tendered payment for the $250,000 face amount of senior secured notes
which he had agreed to purchase, the stock closed at $1.94 in market trading.
The American Stock Exchange took the position that the shares were being issued
at less than their market value, which would require stockholder approval of the
transaction.. Milestone resisted this view and, after negotiation, agreed with
the AMEX that the common stock underlying the warrants and issued in payment of
the senior convertible notes would all be listed on the Amex, except that the
200,000 shares issued to the chief executive officer in payment of his senior
convertible notes and as part of the agreed upon purchase by him of $250,000
face amount of the new secured notes, would be listed subject to stockholder
approval.
The Board recommends that stockholders approve the issuance of these
200,000 shares to Mr. Osser. The raising of $1,000,000 in the private placement
was critical to the continued existence of Milestone at the beginning of the
year. The transaction with Mr. Osser was on exactly the same terms and
conditions as the transaction with Cumberland and its related investors and was
a condition to Cumberland's participation. Milestone believes that it should be
allowed to carry out its commitment to Mr. Osser.
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
8
<PAGE>
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, 1999 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.
Stockholder Proposals
Stockholder proposals intended to be presented at the Company's 2001
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, 2001. 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 2, 2000
9
<PAGE>
MILESTONE SCIENTIFIC INC.
This proxy is solicited by the Board of Directors for the Annual Meeting
on June 28, 2000
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 June 28, 2000 at 10:00 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, Mitchell D. Kuhn, Daniel R. Martin,
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, 2000
FOR AGAINST ABSTAIN
3. Ratification of issuance of shares to chief |_| |_| |_|
executive officer in payment of debt.
(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:________________________, 2000
____________________________________
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.
