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
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
CRYO-CELL INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
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[LETTEHEAD]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of CRYO-CELL International, Inc.
Notice is hereby given that the Annual Meeting of the Shareholders of
CRYO-CELL International, Inc. will be held on June 19, 1998, at 9:00 A.M. local
time at the corporate headquarters of CRYO-CELL located at 3165 McMullen Booth
Road, Building 5, Clearwater, Florida 33761. The meeting is called for the
following purpose:
1. To elect a board of four directors,
2. To approve the appointment of Mirsky, Furst & Associates, P.A. as
the Company's independent auditors,
3. To consider and take action upon such other matters as may
properly come before the meeting or any other adjournment or
adjournments thereof.
The close of business on May 15, 1998 has been fixed as the record date for the
determination of Shareholders entitled to notice of, and to vote at, the
meeting. The stock transfer books of the Company will not be closed.
All Shareholders are cordially invited to attend the meeting. PLEASE NOTE THAT
IF YOU ARE NOT ABLE TO ATTEND THE MEETING PLEASE RETURN THE ENCLOSED PROXY CARD.
By Order of the Board of Directors
Jill Taymans
Secretary
Dated: May 22, 1998
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CRYO-CELL INTERNATIONAL, INC.
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PROXY STATEMENT
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This Proxy Statement is furnished to the shareholders of CRYO-CELL
International, Inc. (the "Company") in connection with the 1998 Annual Meeting
of Shareholders (the "Annual Meeting") and any adjournment thereof. The Annual
Meeting will be held at the CRYO-CELL International, Inc. headquarters located
at 3165 McMullen Booth Road, Building #5, Clearwater, Florida 33761 on June 19,
1998 at 9:00 A.M. local time.
The Annual Meeting is being held for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and
the Notice of Annual Meeting are being provided to shareholders beginning on or
about May 19, 1998. The Company, a Delaware Corporation, has its principal
executive offices at 3165 McMullen Booth Road, Building #5, Clearwater, Florida
33761.
SOLICITATION OF PROXIES
The Company is soliciting proxies. The cost of distributing the Proxy
Statement and Annual Meeting Notice will be borne by the Company. Brokerage
houses and nominees will be requested to supply lists of or forward the
information material to the beneficial owners. The Company, upon request, will
reimburse such brokerage houses and nominees for their reasonable expenses in
forwarding information materials to their beneficial owners. Proxies will be
voted as indicated and if no designation is made it is the discretion of the
proxy.
VOTING SECURITIES
The Company presently has one class of capital stock outstanding: Common
Stock, par value $.01 per share.
As of April 30, 1998, there were issued and outstanding 7,242,791 shares
of Class A Common Stock.
ITEM 1. ELECTION OF DIRECTORS
NOMINEES FOR ELECTION OF DIRECTORS
At the meeting, four Directors will be elected by the Shareholders to
serve until the next annual meeting or until the successors are elected and
shall qualify. Management has no reason to believe that any of the nominees will
not be a candidate or will be unable to serve. It is intended that persons set
forth under "Ownership of Common Stock" will vote for all the nominees set forth
below. Two of these nominees have served as Directors of the Company since
inception in 1989 and two have served since 1996.
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NAME AGE POSITION DIRECTOR SINCE
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Daniel D. Richard 67 Chief Executive Officer 1989
Chairman of the Board
Frank W. Hendricks 74 Director 1996
Edward Modzelewski 69 Director 1996
Frederick C.S. Wilhelm 66 Director 1989
DANIEL D. RICHARD
Daniel D. Richard is the co-founder and co-inventor of the Company's
products. He has served as Chairman of the Board of the Company and is also a
co-founder and director of Net/Tech International, Inc. For twelve years, he was
the co-owner with his wife, Marie E. Richard, of the Chain Lane Food Emporium
located in a New Jersey resort area. In 1986, he was co-founder and served as an
initial officer and director of Marrow-Tech, Inc., a publicly traded company
engaged in the field of cellular replication. Prior to that for over 25 years,
Mr. Richard was President of Daniel Richard Consultants, Inc. During that time
frame, his organization was responsible for setting up restaurant marketing
programs in over 40 cities.
FRANK W. HENDRICKS
Frank W. Hendricks, Esquire, is now retired from Rust-Oleum Corporation
where he served as the Vice President of Technology and Development for the
International Division. Previously, Mr. Hendricks was Executive Vice President
of International Operations for a Chemical Division of Occidental Petroleum
Corporation.
EDWARD MODZELEWSKI
Edward Modzelewski owned an operated a successful chain of 10 fast food
restaurants and a popular Steak House in Cleveland, Ohio which was purchased by
Choc-Ful-O-Nuts. Mr. Modzelewski was an all-American running back for the
University of Maryland, named Most Valuable Player in the 1952 Sugar Bowl. He
was also the Number 1 draft choice for the Pittsburgh Steelers.
FREDERICK C.S. WILHELM
Frederick C. S. Wilhelm was the former Chairman of the Board of Directors
of Buffalo Scale and Supply, Inc., a distributor of scales. He was President of
that company from 1976 to 1989. Mr. Wilhelm also serves as a member of the Board
of Directors of Net/Tech International, Inc.
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OWNERSHIP OF STOCK BY DIRECTORS AND OFFICERS
As of April 30, 1998, there was 7,242,791 Common Shares outstanding and
entitled to vote at the Annual Meeting. Each common share is entitled to one
vote on each of the matters to be voted on at the Annual Meeting. The table
listed below sets forth, as of April 30, 1998, the beneficial ownership of all
persons known by the Company to own beneficially 5% or more of the outstanding
shares of the Company's voting stock, each Director, Executive Officer and all
Executive Officers and Directors of the Company as a group as of April 30, 1998:
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS (1)
Daniel D. Richard (2)* 892,500 12.32%
Marie E. Richard (3) 565,500 7.81%
Robert E. Vago (4)* 47,000 .64%
Frank W. Hendricks (5)* 81,000 1.11%
Edward Modzelewski (6)* 51,850 .72%
Frederick C.S. Wilhelm (7)* 72,000 1.00%
Gerald F. Maass (8)* 50,000 .69%
Paul W. Enoch, Jr. (9) 540,000 7.45%
All Executive Officers and
Directors As a Group (6 persons)* 24.30%
All addresses for the persons listed above are 3165 McMullen Booth Road,
Building #5, Clearwater, Florida 33761.
(1) Pursuant to the rules of the Securities and Exchange Commission, the
percentage of voting stock for each stockholder is calculated by dividing
(i) the number of shares deemed to be beneficially held by such stockholders
as of April 30, 1998 by (ii) the sum of (a) the number of shares of Common
Stock outstanding as of April 30, 1998 plus (b) the number of shares
issuable upon exercise of options (which are shares that are not voting
until exercised) held by such stockholder which were exercisable as of April
30, 1998 or will become exercisable within 60 days after April 30, 1998.
(2) This does not include 565,500 shares owned by his wife, Marie E.
Richard, of which Mr. Richard disclaims beneficial ownership. This does not
include shares owned by the Trusts in which he is not a trustee and has no
beneficial interest.
(3) This does not include 892,500 shares owned by her husband, Daniel D.
Richard, of which Mrs. Richard disclaims beneficial ownership. This does not
include shares owned by the Trusts in which she is not a trustee and has no
beneficial ownership.
(4) Include 47,000 shares subject to options exercisable as of April 30,
1998.
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(5) Includes 7,000 shares subject to options exercisable as of April 30,
1998.
(6) Includes 5,500 shares subject to options exercisable as of April 30,
1998
(7) Mr. Wilhelm's holdings include 25,000 shares owned by his spouse and
22,000 shares subject to options exercisable as of April 30, 1998.
(8) Includes 50,000 shares subject to options exercisable as of April 30,
1998
(9) Includes 540,000 shares subject to options exercisable as of April 30, 1998.
COMPENSATION OF EXECUTIVE OFFICERS
Set forth below is a Summary Compensation table relating to the chief executive
officers.
NAME AND OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)
- ------------------ ---- ------ ----- ----------------
Daniel D. Richard
Chief Executive Officer 1996 $125,000 ---- ----
1997 $140,000 ---- ----
(1) No other compensation was received.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 2, 1996, the Company issued 41,694 shares of restricted stock
valued at $208,470 to two former employees in consideration for consulting
service rendered.
The Company borrowed from the wife of the Chairman of the Board during
1996 and 1995, $88,662 and $38,000, respectively. These loans were repaid with
interest during 1996.
The Company made payments to Officers and Directors for services
rendered for the years ending November 30:
Service Rendered 1997 1996
Salaries $199,639 $181,560
Daniel D. Richard Chief Executive Officer $140,000 $125,000
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COMPLIANCE WITH SECTION 16(A)
Daniel D. Richard - Mr. Richard failed to file a Form 5 for the fiscal year
ended November 30, 1997, on a timely basis. The required Form 5 has been filed.
Robert E. Vago - Mr. Vago failed to file a Form 5 for the fiscal year ended
November 30, 1997, on a timely basis. The required Form 5 has been filed.
Frank W. Hendricks - Mr. Hendricks failed to file a Form 5 for the fiscal year
ended November 30, 1997, on a timely basis. The required Form 5 has been filed.
Edward Modzelewski - Mr. Modzelewski failed to file a Form 5 for the fiscal year
ended November 30, 1997, on a timely basis. The required Form 5 has been filed.
Frederick C.S. Wilhelm - Mr. Wilhelm failed to file a Form 5 for the fiscal year
ended November 30, 1997, on a timely basis. The required Form 5 has been filed.
Gerald F. Maass - Mr. Maass failed to file a Form 3 on a timely basis. The
required Form 3 has been filed.
APPOINTMENT OF AUDITORS
Mirsky, Furst & Associates have been selected by the Board of Directors
as auditors of the Company for the fiscal year ending November 30, 1998. They
have been the auditors for the Company since inception.
Shareholders are being asked to approve the auditors.
OTHER BUSINESS
Management does not know of any other business to be acted upon at the
meeting, and, as far as is known to management, no matters are to be brought
before the meeting except as specified in the notice of the meeting. However, if
any other business properly should come before the meeting, it is intended that
Shareholders will vote in their discussions on any such matters in accordance
with the judgment of the persons voting such proxies.
1999 ANNUAL MEETING SHAREHOLDER PROPOSALS
Proposals intended to be presented at the Company's next Annual Meeting
of Shareholders must be received at the Company's executive offices no later
than December 1, 1998 for inclusion in the statement related to that meeting.
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ADDITIONAL INFORMATION
The Company will provide without charge to each person, on written
request of such person, a copy of the Annual Report of the Company on Form
10-KSB for the year ended November 30, 1997 (as filed with the Securities and
Exchange Commission) including the financial statements and the schedules
thereto. All such requests should be directed to the Secretary, CRYO-CELL
International, Inc., 3165 McMullen Booth Road, Building #5, Clearwater, Florida
33761.
CRYO-CELL INTERNATIONAL, INC.
Clearwater, Florida
May 22, 1998
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PROXY CRYO-CELL INTERNATIONAL, INC.
3165 McMullen Booth Road, Building 5, Clearwater, Florida 33761
/bullet/Tel (813) 723-0333
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel D. Richard, as attorney of the
undersigned with full power of substitution, to vote all shares of stock which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
CRYO-CELL International, Inc. to be held at 3165 McMullen Booth Road, Building
5, Clearwater, Florida, on June 19, 1998 at 9:00 a.m., local time, and at any
continuation or adjournment, thereof, with all powers which the undersigned
might have personally present at the meeting.
Voting Instructions - Mark Your Vote (For, Against, Abstain) Place "X" Only In
One Box. The Board of Directors Recommends a Vote "For" The Following:
1. Election of four Directors to serve a one year term expiring in
1999.
Nominees: Frank W. Hendricks, Edward Modzelewski, Daniel D. Richard,
Frederick C.S. Wilhelm
FOR ALL WITHHOLD ALL FOR ALL EXCEPT AS LISTED_________
2. To ratify the appointment of Mirsky, Furst & Associates as
independent public accountants for the fiscal year ending November
30, 1998.
FOR AGAINST ABSTAIN
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PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement, dated, May 22, 1998, and a copy of the
Company's Annual Report to Stockholders for 1997. The undersigned
hereby expressly revokes any and all proxies heretofore given or
executed by the undersigned with respect to the shares of stock
represented by this Proxy and, by filing this Proxy with the Secretary
of the Company, gives notice of such revocation.
WHERE NO CONTRARY CHOICE IS INDICATED BY THE STOCKHOLDER, THIS PROXY,
WHEN RETURNED, WILL BE VOTED FOR SUCH PROPOSALS, FOR SUCH NOMINEES AND
WITH DISCRETIONARY AUTHORITY UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
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Date
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Signature
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Signature if Held Jointly
