OP-TECH ENVIRONMENTAL SERVICES, INC.
(A DELAWARE CORPORATION)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 18, 1998
To the Stockholders of
OP-TECH ENVIRONMENTAL SERVICES, INC.
The Annual Meeting of Stockholders of OP-TECH Environmental
Services, Inc. (the "Corporation") will be held at the Homewood
Suites Hotel, 275 Elwood Davis Road, Liverpool, New York on
November 18, 1998 at 3:30 p.m., local time, to consider and vote
on the following matters described under the corresponding
numbers in the attached Proxy Statement:
(1) The election of five directors;
(2) To ratify the appointment of PricewaterhouseCoopers,
LLP as independent auditors of the Corporation; and
(2) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Stockholders of record at the close of business on October
30, 1998 are the only stockholders entitled to notice of and to
vote at the Annual Stockholders Meeting. The list of such
stockholders will be available for inspection by stockholders
during the ten (10) days prior to the meeting in accordance with
Section 219 of the Delaware General Corporation Law at the
offices of the Corporation, 6392 Deere Road, Syracuse, New York
13206. Stockholders may make arrangements for such inspection by
contacting the Secretary, Dennis Lerner, of OP-TECH Environmental
Services, Inc., 6392 Deere Road, Syracuse, New York 13206. The
stock transfer books of the Corporation will not be closed.
WHETHER OR NOT YOU EXPECT TO BE PRSESENT, PLEASE FILL IN, SIGN
AND MAIL THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT
TO VOTE IN THE EVENT YOU ATTEND THE MEETING.
By Order of the Board of Directors,
Dennis Lerner
Secretary
October 30, 1998
Requests for additional copies of the proxy material should
be addressed to the Secretary, OP-TECH Environmental Services,
Inc., 6392 Deere Road, Syracuse, New York 13206.
OP-TECH Environmental Services, Inc.
6392 Deere Road
Syracuse, New York 13206
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
November 18, 1998
The enclosed Proxy is solicited by the Board of Directors of
OP-TECH Environmental Services, Inc. (the "Corporation") in
connection with the Annual Meeting of Stockholders to be held on
November 18, 1998. The Board of Directors has fixed October 30,
1998 at the close of business, as the record date for the
determination of stockholders entitled to vote at the meeting.
Any Proxy received by the Board of Directors may be revoked,
either in writing or in person, by the recordholder of the shares
covered thereby, if such revocation is received by the
Corporation at any time prior to said Proxy being exercised. It
is anticipated that this Proxy Statement and the enclosed Notice
and Proxy first will be mailed to stockholders of record on or
about October 30, 1998.
All Proxies will be voted in accordance with the
instructions contained therein and if no choice is specified will
be voted in favor of the election as directors of the persons
named herein. The Corporation knows of no reason why any of the
nominees named herein would be unable to serve. In the event,
however, that any such nominees should, prior to the election,
become unable to serve as a director, the Proxy will be voted for
such substitute nominee, if any, as the Board of Directors shall
propose.
The Annual Report of Form 10-K of the Corporation, including
financial statements for the year ended December 31, 1997, is
enclosed herewith, but without exhibits as filed with the
Securities and Exchange Commission. Any stockholder may, by
written request directed to the Secretary, OP-TECH Environmental
Services, Inc., 6392 Deere Road, Syracuse, New York 13206,
request a copy of one or more exhibits thereto, in which case,
the Corporation's reasonable expenses of furnishing such exhibits
may be charged.
VOTING SECURITIES
All the voting power of the Corporation is vested in its
Common Stock. As of the close of business on September 30, 1998,
11,601,023 shares of Common Stock, par value $.01 per share, were
outstanding. Each share of Common Stock is entitled to one vote.
Set forth below is information concerning the ownership as
of September 30, 1998 of the Common Stock of the Corporation by
persons who, to the knowledge of the Board of Directors,
beneficially own more than five (5%) percent of the outstanding
shares of Common Stock of the Corporation.
-1-
Name and Address Number of Shares of Common Percentage
of Beneficial Owner Stock Beneficially Owned (1) of Class
O'Brien & Gere Limited 3,148,200 (2) 27%
5000 Brittonfield Parkway
East Syracuse, NY 13507
OnBank & Trust Co. 5,622,140 48%
101 S. Salina Street
Syracuse, NY 13220
(1) Except as set forth in (2) below,
the beneficial owners have sole voting
and investment power over the shares
owned.
(2) Through March 24, 2003, O'Brien & Gere
Limited ("Limited") has agreed (a) to vote
its shares to elect up to 2 nominees of
OnBank to the Board of Directors, and (b)
should Limited sell shares of the Company, it
will not do so at a faster rate than OnBank,
should they elect to sell shares.
ELECTION OF DIRECTORS
NOMINEES
Five Directors are to be elected at the Annual Meeting, each
to hold office until the next annual meeting and until his
successor is elected and qualified.
The following table sets forth certain information furnished
to the Corporation regarding the persons who are nominees for the
election as directors of the Corporation.
Name, Age, Principal Years First Principal Occupation
Occupation Elected For Past Five Years
Robert J. Berger (55) - Mr. Berger was
Director employed in various
positions for
OnBank from
1978 through March 31,
1998,his last position
being Chief Financial
Officer. From April through
August 1998, he served as
consultant to First
Empire State
Corp. pursuant to
its merger with
OnBank. Since August
1998, he has
been an Adjunct Professor
and a Director of the Madden
Institute of Business Education
at LeMoyne College, Syracuse,
New York.
Richard L. Elander (56) 1991 Mr. Elander served as
Vice President and General
Director Manager from June 1994.
He also served as Chief
Executive Officer from
November 1991 to June
1994. Mr. Elander served
as a Director of O'Brien &
Gere Limited from August
1991 to December 1996.
Prior to 1988, Mr. Elander
served as President of
O'Brien & Gere Operations, Inc.
John R. Loveland (60) 1994 Mr. Loveland has
served his present positions
Chairman of the Board since June 1994. He has been a
director of O'Brien & Gere
Chief Executive Engineers, Inc. since 1973,
he served as President
of O'Brien & Gere Engineers
Inc.from 1980 to December 1992.
He has been Chairman of
the Board of O'Brien & Gere
Limited since 1989.
Cornelius B. Murphy, Jr.(52) 1991 Dr. Murphy has served his
current position since June
Director 1994. He served as the
Corporations'Chairman of the
Board from November
of 1991 to June 1994.
Dr. Murphy has been a
Director of O'Brien &
Gere Limited since 1985,
and
President of O'Brien & Gere
Engineers, Inc. since 1992.
Prior to that, Mr. Murphy
served as Senior Vice
President of O'Brien &
Gere Engineers, Inc. and
has served
as Chairman of the Board
of O'Brien & Gere Technical
Services, Inc.
since 1992. From 1988 to 1992,
Dr. Murphy served as
President of
O'Brien & Gere Technical
Services, Inc.
Steven A. Sanders (53) 1991 Mr. Sanders was
President of the Law Office
Director of Steven A. Sanders, PC
since 1992. Prior to that,
he served as Counsel to Jacobs
Persinger&Parker from 1987 to
1992.Prior thereto, Mr.Sanders
served as Senior Partner of the
law firm Sanders and Sierchio.
Each of the above nominees, with the exception of Messrs.
Loveland, Sanders and Berger, were elected a director on
November, 1991. Mr. Sanders was elected as a director in
September, 1991 and Mr. Loveland was elected as a director in
August, 1994. Each director has served continuously since he was
first elected.
The Board of Directors held 2 meetings during the last
calendar year.
The following table sets forth certain information furnished
to the Corporation regarding the beneficial ownership of the
Corporation's Common Stock at September 30, 1998 by each director
and nominee for election as director and by all directors,
nominees and officers as a group.
Name and Address Number of Shares of Common Percentage
of Beneficial Owner Stock Beneficially Owned (1) of Class
O'Brien & Gere Limited 3,148,200 (2) 27%
5000 Brittonfield Parkway
East Syracuse, NY 13507
OnBank & Trust Co. 5,622,140 48%
101 S. Salina Street
Syracuse, NY 13220
Richard L. Elander 329,365 (5) 3%
Robert J. Berger -0- -0-
Cornelius B.Murphy, Jr. 667 (5) <1%
Steven A. Sanders 25,552 (3)(5) <1%
John R. Loveland 117,093 (4)(5) <1%
All Officers & Directors 472,677 (5) 4%
as a Group (7 persons)
(1) Except as set forth in (2) below, the beneficial owners
have sole voting and investment power over the shares
owned.
(2) Through March 24, 2003, O'Brien & Gere Limited
("Limited") has agreed (a) to vote its shares to elect
up to 2 nominees of OnBank to the Board of Directors,
and (b) should Limited sell shares of the Company, it
will not do so at a faster rate than OnBank, should
they elect to sell shares.
(3) Does not include 200 shares which are owned by Mr.
Sanders' wife as custodian for the son as to which Mr.
Sanders disclaims beneficial ownership. Includes
21,348 shares held by a trust for the benefit of Mr.
Sanders and his family.
(4) Includes 50,000 shares issuable upon exercise of
currently exercisable options. Does not include
3,148,200 shares currently owned by Limited of which
Mr. Loveland is a director. Includes 66,659 shares
owned by Mr. Loveland's wife as to which Mr. Loveland
disclaims beneficial ownership.
(5) Director
Executive Compensation
The following table sets forth summary information
concerning compensation paid or accrued by the Corporation for
services rendered during the fiscal year ended December 31, 1997,
to the Corporation's Chief Executive Officer and the other most
highly compensated executive officer.
Summary Compensation Table
Long Term Compensation
Annual Awards Payments
Name and Compensation Other Annual # LTIP All Other
Principal
Position Year Salary Compensation Options Payouts Compensation (1)
John R.
Loveland 1997 19,200 -0- 50,000 -0- -0-
Chairman 1996 24,960 -0- 50,000 -0- -0-
and CEO 1995 12,480 -0- -0- -0- -0-
(1) Amounts shown consist of the Company's contribution
under the Company's 401(k) Profit Sharing Plan.
The Corporation has no formal deferred compensation or bonus
plans. The Corporation has adopted an incentive compensation
plan.
The Corporation has an Incentive Stock Option Plan (the "ISO
Plan"). The ISO Plan has been administered by a committee of the
Board of Directors. Designation of the key employees of the
Corporation including employees who are officers or directors, to
hold options under the ISO Plan and the number of options to be
granted have been determined by the Board of Directors.
The ISO Plan authorizes the granting of options to purchase
up to 500,000 shares of Common Stock of the Corporation (subject
to adjustment in the event of recapitalization or similar
change). Each option granted under the ISO Plan may be exercised
during a period of fixed by the Board of Directors but in no
event more than ten (10) years from the date of grant. The
purchase price for each share of Common Stock on the date of
grant of the option and is payable in shares of Common Stock of
the Corporation owned by the optionee, or partially by cash or
check and partially by delivery of shares of Common Stock of the
Corporation owned by the optionee.
Set forth below is certain information concerning options
outstanding under the ISO Plan as to the persons named below, and
to all executive officers as a group.
Name
Options Granted Exercise Price
Richard L. Elander 100,000 $2.75
John R. Loveland 50,000 $1.50
Executive Officers as a Group 150,000
No Options were exercised by any officer or director of the
Corporation during the fiscal year. Directors of the Company are
paid $500 for each quarter plus reimbursement for their actual
expenses incurred in attending meetings.
The following table summarized all executive officers of the
Company as of June 30, 1998.
Name Age Position Held
John R. Loveland 60 Chairman of the Board
and CEO
Cornelius B. Murphy, Jr. 52 Director
Anthony R. Pongonis 43 President
Christopher J. Polimino 32 Vice President
Richard L. Elander 56 Director
Dennis S. Lerner 56 Secretary
Joseph M. McNulty 42 Treasurer
Business Experience
See Election of Directors-Nominees for business experience
for Messrs. Berger, Loveland, Murphy, Elander and Sanders.
Mr. Lerner has served in his present position since February
of 1994. Mr. Lerner is Assistant Secretary of O'Brien & Gere
Engineers Inc. a wholly owned subsidiary of O'Brien & Gere
Limited and serves as O'Brien & Gere Engineer's in-house legal
counsel. He has held this position since 1990.
Mr. McNulty has served in his present position since
February 1993. Mr. McNulty is the Vice President of Finance of
O'Brien & Gere Limited since April of 1995 and serves as a
Director of O'Brien & Gere, Inc. of North America.
Mr. Pongonis was hired during the fourth quarter of 1996.
He has over twenty-five years experience in the environmental
services market.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 1, 1998, the Company renewed its lease agreement
with O'Brien & Gere Property Development (an affiliate) to occupy
approximately 17,000 square feet of office and garage space. The
terms of the lease extend through July 1, 2001. Total rent
expense incurred in 1997 amounted to $89,000.
During 1997, the Company provided approximately $1,500,000
of remediation, sub-contract support and project services to
affiliated parties.
The Company purchases technical and consulting services from
affiliated parties. The costs for these services amounted to
$97,225 in 1997.
The Company has a $1,000,000 unsecured line of credit with
BSB Bank & Trust Co. due on February 16, 1999. Interest is
payable at prime plus 1 1/2%. Interest expense amounted to
$59,500 for 1997.
Steven A. Sanders, a director of the Company, is President
of The Law Offices Of Steven A. Sanders, P.C. which has provided
professional services to the Company since August of 1991, and it
is anticipated that it will continue to do so.
Compliance with Section 16(a) of the Exchange Act
To the Company's knowledge, based solely on a review of the
copies of the reports required pursuant to Section 16(a) of the
Exchange Act that have been furnished to the Company and written
representations that no other reports were required, during the
year ending December 31, 1995, all Section 16(a) filing
requirements applicable to its directors, executive officers and
greater than 10% beneficial owners have been met.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the term
PricewaterhouseCoopers, LLP as independent auditors for the year
ending December 31, 1998, subject to ratification by the
stockholders at the Annual Meeting. Representatives of
PricewaterhouseCoopers, LLP are expected to attend the Annual
Meeting, will be afforded an opportunity to make a statement if
they desire to do so, and will be available to respond to
appropriate questions by shareholders.
OTHER MATTERS
The Board of Directors knows of no matters to be presented
at the meeting other than those set forth in the foregoing Notice
of Annual Meeting. If other matters properly come before the
meeting, the persons named on the accompanying form of proxy
intend to vote the shares subject to such Proxies in accordance
with their best judgment.
Additional Information
The cost of solicitation of Proxies will be borne by the
Corporation. If necessary to ensure satisfactory representation
at this meeting, Proxies may be solicited to a limited extent by
telephone, telegraph or personal interview by officers and
employees of the Corporation, except for actual out-of-pocket
communication charges. Brokerage houses, banks, custodians,
nominees and fiduciaries are being requested to forward the proxy
material to beneficial owners and their reasonable expenses
therefore will be reimbursed by the Corporation.
Stockholder's Proposals
From time to time, stockholders present proposals which may
be proper subjects for inclusion in the Proxy Statement and for
consideration at the Annual Meeting. To be considered, proposals
must be submitted on a timely basis. Proposals for the 1998
Annual Meeting must be received by the Corporation no later than
August 1, 1999.
