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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which the transaction applies:
- -----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- -----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[LOGO]
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 22, 1999, at 9:00 A.M. local
time at the corporate headquarters of CRYO-CELL located at 3165 McMullen Booth
Road, Building B, 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 April 16, 1999 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
Pamela Rader
Secretary
Dated: May 22, 1999
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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 1999 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 B, Clearwater, Florida 33761 on June 22,
1999 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 22, 1999. The Company, a Delaware Corporation, has its principal
executive offices at 3165 McMullen Booth Road, Building B, 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 voting capital stock
outstanding: Common Stock, par value $.01 per share.
As of March 31, 1999, there were issued and outstanding 8,533,955
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 one has 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
Gerald F. Maass 45 Executive Vice President 1998
General Manager
Edward Modzelewski 70 Director 1996
Frederick C.S. Wilhelm 67 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 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.
GERALD F. MAASS
Gerald F. Maass joined the Company in February 1998 as Executive Vice
President and General Manager. Mr. Maass resigned from a 10 year tenure with
Johnson & Johnson (Critikon) where he served as International Director of
Marketing. Along with extensive marketing experience, Mr. Maass also brings to
CRYO-CELL experience in the medical technology field. In September 1998, Mr.
Maass was appointed a member of the Company's Board of Directors.
EDWARD MODZELEWSKI
Edward Modzelewski owned and 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, a New York Stock Exchange Company. Mr. Modzelewski
is a graduate of the University of Maryland School of Business. While at the
University of Maryland, Mr. Modzelewski was an All-American football player and
went on to play professional football for 8 years.
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 served as a member
of the Board of Directors of Net/Tech International, Inc.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 31, 1999, there was 8,533,955 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 March 31, 1999, 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 March 31, 1999:
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS (1)
Richard Family Living Trust 877,000 8.79%
Daniel D. Richard (2) * 392,000 3.93%
Marie E. Richard (3) 329,000 3.30%
Robert E. Vago (4) * 47,000 .47%
Gerald F. Maass (5)* 76,500 .77%
Edward Modzelewski (6) * 58,100 .58%
Frederick C.S. Wilhelm (7) * 78,000 .78%
Jill M. Taymans (8) * 10,000 .10%
Paul W. Enoch, Jr. (9) 540,000 5.41%
Pamela Rader (10) * 8,500 .08%
All Executive Officers and
Directors As a Group (7 persons) * 24.23%
All addresses for the persons listed above are 3165 McMullen Booth
Road, Building B, 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 March 31, 1999 by (ii) the sum of (a) the number of
shares of Common Stock outstanding as of March 31, 1999 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 March 31, 1999 or will become exercisable within 60 days after March 31,
1999.
(2) This does not include 329,000 shares owned by his wife, Marie E. Richard,
of which Mr. Richard disclaims beneficial ownership.
(3) This does not include 392,000 shares owned by her husband, Daniel D.
Richard, of which Mrs. Richard disclaims beneficial ownership.
(4) Include 47,000 shares subject to options exercisable as of March 31, 1999.
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(5) Includes 66,000 shares subject to options exercisable as of March 31, 1999.
(6) Includes 13,750 shares subject to options exercisable as of March 31, 1999.
(7) Mr. Wilhelm's holdings include 25,000 shares owned by his spouse and
28,000 shares subject to options exercisable as of March 31, 1999.
(8) Includes 8,000 shares subject to options exercisable as of March 31, 1999.
(9) Includes 540,000 shares subject to options exercisable as of March 31,
1999.
(10) Includes 7,000 shares subject to options exercisable as of March 31, 1999.
COMPENSATION OF EXECUTIVE OFFICERS
Set forth below is a Summary Compensation table relating to the chief executive
officers.
<TABLE>
<CAPTION>
NAME AND OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)
<S> <C> <C> <C> <C>
Daniel D. Richard
Chief Executive Officer 1998 $140,000 ----- ----
1997 $140,000 ----- ----
Gerald F. Maass
Executive Vice President 1998 $ 75,000 ----- ----
General Manager
Other Executive Salaries 1998 $160,837 ----- ----
1997 $199,639 ----- ----
</TABLE>
(1) No other compensation was received.
COMPENSATION OF DIRECTORS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
NAME YEAR CONSULTING FEES UNDERLYING OPTIONS
<S> <C> <C> <C>
Edward Modzelewski 1998 ----- 6,000 *
Frederick C.S. Wilhelm 1998 ----- 6,000 *
</TABLE>
* These options are exercisable to purchase common stock at $3.00 per share for
a period of 3 years.
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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, 1998, 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, 1998, 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, 1998, 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.
Jill M. Taymans - Ms. Taymans 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, 1999. 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.
2000 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, 1999 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, 1998 (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 B, Clearwater, Florida
33761.
CRYO-CELL INTERNATIONAL, INC.
Clearwater, Florida
May 22, 1999
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PROXY CRYO-CELL INTERNATIONAL, INC.
3165 McMullen Booth Road, Building B, Clearwater, Florida 33761
o Tel (727) 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
B, Clearwater, Florida, on June 22, 1999 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 2000.
Nominees: Gerald F. Maass, 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, 1999.
[ ] 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, 1999, and a copy of the Company's
Annual Report to Stockholders for 1998. 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
