MICEL CORP.
445 CENTRAL AVENUE
CEDARHURST, NEW YORK 11516
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, DECEMBER 7, 1999
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of Micel Corp. (the "Company") will be
held at the offices of Ellenoff Grossman Schole & Cyruli, LLP, 370 Lexington
Avenue, 19th Floor, New York, New York 10017, on Tuesday, December 7, 1999
at 10:00 A.M. (E.S.T.), to consider the following proposals:
1. To elect three directors, each to serve for a term of one year or until
their respective successors are elected and qualify;
2. To ratify the appointment of Kost Forer & Gabbay, a member of Ernst &
Young International, as independent auditors of the Company; and
3. To transact such other business as may properly come before the meeting.
Shareholders of record on the books of the Company at the close of
business on November 4, 1999 will be entitled to vote at the meeting or any
adjournment thereof. A copy of the annual report containing the financial
statements of the Company for the fiscal year ended September 30, 1998 is
enclosed.
All Shareholders are cordially invited to attend the meeting. Whether or
not you expect to attend, you are requested to sign, date and promptly
return the enclosed proxy. Shareholders who execute proxies retain the
right to revoke them at any time prior to the voting thereof. A return
envelope which requires no postage if mailed in the United States is
enclosed for your convenience.
Dated: New York, New York
November 4, 1999
By Order of the Board of Directors
David Selengut, Secretary
MICEL CORP.
445 CENTRAL AVENUE
CEDARHURST, NEW YORK 11516
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Micel Corp. (the "Company") of proxies in the
enclosed form for the Annual Meeting of Shareholders to be held at the
offices of Ellenoff Grossman Schole & Cyruli, LLP, 370 Lexington Avenue,
19th Floor, New York, New York 10017 on Tuesday, December 7, 1999, at 10:00
A.M. (E.S.T.), and for any adjournment(s) thereof, for the purposes set
forth in the foregoing Notice of Annual Meeting of Shareholders.
Any shareholder giving such a proxy has the power to revoke the same at
any time before it is voted by giving written notice to the Secretary of the
Company or by providing him with a later-dated proxy. Attendance at the
meeting shall not have the effect of revoking a proxy unless the Shareholder
so attending shall, in writing, so notify the Secretary of the meeting at
any time prior to the voting of the proxy.
The principal executive offices of the Company are located at 445 Central
Avenue, Cedarhurst, New York 11516, telephone number (516) 569-0606. The
approximate date on which this Proxy Statement and the accompanying form of
proxy will first be sent or given to the Company's shareholders is November
8, 1999.
VOTING SECURITIES
Holders of shares of Common Stock, par value $.01 per share (the
"Shares"), of record as of the close of business on November 4, 1999, are
entitled to vote at the meeting. On the record date, there were issued and
outstanding 6,100,380 Shares. Each outstanding Share is entitled to one
vote upon all matters to be acted upon at the meeting. The holders of a
majority of the aggregate of the outstanding shares of Common Stock voting
as a group shall constitute a quorum.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of September 30, 1999, certain
information as to the stock ownership of each person known by the Company to
beneficially own 5% or more of the Company's outstanding Common Stock, by
each director of the Company who owns any shares of the Company's Common
Stock and by all officers and directors as a group:
Percentage of
Name of Amount and Nature of Class as of
Beneficial Owner Beneficial Ownership (1) September 30, 1999
Bonnie Septimus (2) 460,600 7.4%
72 Lord Avenue
Lawrence, New York
Barry Septimus (3) 627,901 9.9%
72 Lord Avenue
Lawrence, New York
Heather Loren (4) 184,375 3.0%
Barry Braunstein (5) 249,750 4.1%
Ron Levy (6) 75,000 1.2%
Tuvia Barak (7) 368,338 5.8%
All officers and directors
as a group (8) (4 persons) 509,125 8.2%
_____________
(1) Except as otherwise indicated, all Shares are beneficially owned, and
sole voting and investment power is held by the persons named.
(2) This includes 6,000 Shares owned by certain of her children but does
not include Shares listed below owned by her husband, Barry Septimus, Shares
held in trust for her children where she is not the trustee or Shares owned
by her independent children.
(3) Does not include Shares owned by Mr. Septimus' children or his wife,
Bonnie Septimus, listed above. Includes 181.620 Shares issuable upon
exercise of options owned by Quest Enterprises, Inc., which is 50% owned by
Mr. Septimus and 30,718 Shares issuable upon exercise of a warrant.
(4) Includes 24,750 Shares issuable upon exercise of stock options.
(5) Includes 26,750 Shares issuable upon exercise of stock options and
Shares which have been purchased by Mr. Braunstein and his family in private
placements.
(6) Consists of Shares issuable upon exercise of stock options.
(7) Includes 225,620 Shares issuable upon exercise of options owned by
companies in which Mr. Barak is a principal and 30,718 Shares issuable upon
exercise of a warrant.
(8) Includes options and warrants described in footnotes (4), (5) and (6)
above.
PROPOSAL 1
ELECTION OF DIRECTORS
At the meeting, three Directors will be elected by the shareholders to
serve until the next annual meeting of the shareholders or until their
successors are elected and shall qualify. The accompanying form of proxy
will be voted for the election of the three persons named below as
Directors, unless the proxy contains contrary instructions. Proxies cannot
be voted for a greater number of persons than the number of nominees named
in the Proxy Statement. Management has no reason to believe that any of the
nominees will not be a candidate or will be unable to serve. However, in
the event that any of the nominees should become unable or unwilling to
serve as a Director, the proxy will be voted for the election of such person
or persons as shall be designated by the Directors.
The following is information about each nominee:
Barry Braunstein (40) has been a Director of the Company since April 1994.
From June 1983 to the present, he has been the administrator of Laconia
Nursing Home in Bronx, New York. Mr. Braunstein received his B.A. Degree
from Adelphia University in 1985.
Heather Loren (31) has been a Director of the Company since August 1995.
From September 1994 until the present, Ms. Loren has been a management
consultant with the firm of Pricewaterhouse Coopers, LLP. From December
1991 until August 1992, she was in geriatric research at Hadasa Hospital in
Jerusalem. From June 1989 until December 1991 she held various managerial
positions at the Bridgeport Healthcare Center and White Plains Nursing Home.
She received her Masters degree in Management from Northwestern University
in 1994 and a B.A. degree from Columbia University.
Ron Levy (51) has been President and Director of the Company since October
1, 1996. Prior to that time he was a consultant to Microkim Ltd., the
Companys wholly owned subsidiary. From October 1992 to November 1995 he
was President and Chief Executive Officer at EUROM FlashWare Solutions Ltd.,
and from September 1990 to September 1992 he was Project Manager at SanDisk
Corporation in Santa Clara, CA. From September 1982 until September 1990 he
was a manager of Tadiran Communication Micro Electronic Center. Mr. Levy
received his B.S. degree in Electrical Engineering and Computer Science from
the University of California in Berkeley.
The Board of Directors held two meetings in the fiscal year ended September
30, 1999. The Company does not have a standing audit, nominating or
compensation committee. To the Company's knowledge, there were no
delinquent 16(a) filers for transactions in the Company's securities during
fiscal year ended September 30, 1999.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE ABOVE NAMED NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY
CHOICE.
Executive Compensation
The following table sets forth all compensation received for services
rendered to the Company by certain executive officers during each of the
past three fiscal years ended September 30, 1998. No other executive
officer received compensation in excess of $100,000 during any of the last
two fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
Name and Principal
Position
Year
Salary ($) Other Annual
Compensation Awards
Options #
Ron Levy,
President, Chief Executive Officer 1998 $106,883 $24,797
(1) 0(2)
1997 $95,149 $25,883 (1) -0-(2)
____________________________
(1) Total value of non-cash compensation.
(2) Mr. Levy receives his salary from RadioTel Ltd. He also received
options to purchase six percent of the stock of RadioTel Ltd., a subsidiary
of the Company, exercisable for a nominal amount. The option vests to the
extent of one-half at the end of two years from the date of commencement of
employment and the remainder at the rate of two percent per month
commencing on the 25th month from the date of employment.
OPTION GRANTS IN 1998
Name (a)
Options
Granted (b)
Percent of Total
Options Granted
To Employees in
Fiscal Year 1998(c)
Exercise Price (d)
Expiration Date (e)
Ron Levy 0 (1) - 0 - - 0 -
Benjamin Sporn (2) 100000 100% $2.00 October 5, 2007
____________________________
(1) See Note (2) to the Summary Compensation Table
(2) Mr. Sporn was Chairman of the Board until November 14, 1997.
AGGREGATED OPTION EXERCISES IN 1998 AND FOR YEAR-END VALUES
Name
Shares Acquired
on Exercise (#) (b)
Value
Realized ($) (c)
Number of
Unexercised Options
at Fiscal Year-End
Exercisable/
Unexercisable (d) Value of
Unexercised
in-the-Money
Options at Fiscal
Year-End ($)
Exercisable/
Unexercisable (e)
Ron Levy -0- -0-
50,000/50,000(1)
-0-/-0-
(1) Does not include the option described in note (2) to the Summary
Compensation Table.
Stock Option Plan
In November 1990, the Company's Board of Directors adopted, and its
Shareholders approved, the 1990 Stock Option Plan (the "Plan"), which was
amended by the Shareholders at the 1996 annual meeting and provides for the
grant of incentive and/or non-qualified stock options to purchase up to
800,000 (post split) shares of Common Stock to any officer, director,
consultant or employee when the Board, in its sole discretion, determines
that a grant of options to such person would be in the best interests of the
Company. Incentive stock options granted under the Plan shall be pursuant
to a written agreement for a term not exceeding ten (10) years (five (5)
years for Shareholders owning more than ten percent (10%) of the Common
Stock of the Company). The exercise price of the options shall be
established by the Board at the time of grant of the option but cannot be
less than one hundred percent (100%) of the fair market value at the time of
grant of the option. If the recipient owns more than ten percent (10%) of
the Common Stock of the Company, the exercise price must be at least one
hundred and ten percent (110%) of the fair market value of the underlying
Common Stock at the time of grant. The aggregate fair market value
(determined as of the date of grant) of the shares of Common Stock with
respect to which incentive stock options are exercisable for the first time
by an employee during any calendar year may not exceed $100,000. Other
terms and conditions of options granted under the Plan, which expires
November 2000, are determined by the Board of Directors. The number of
shares subject to outstanding options will be appropriately adjusted upon
the happening of any stock split, stock dividend, recapitalization,
combination, subdivision, issuance of rights or other similar corporate
change. Persons who are residents of the State of Israel for the purpose
of the Israeli Currency Control Regulations, who own more than 5% of the
total outstanding shares of the Company would be required to get the consent
of the Bank of Israel to accept offers of stock options from the Company.
To date the Company has granted options to purchase 527,120 shares of Common
Stock, $.01 par value. None of the options previously granted under the
Plan has been exercised.
Mr. Tuvia Barak, a principal in Crossways Consulting Group, Inc. and Mr.
Ron Levy, President of the Company, each received an option, exercisable for
nominal value, to purchase up to 6% of the equity of RadioTel Ltd., a
subsidiary of the Company, the options vest to the extent of one half at the
end of two years and the remainder at the rate of 2% per month commencing on
the 25th month from date of commencement of employment. The options will
only vest if such persons are still an employee or a consultant to RadioTel.
The Company entered into a consulting agreement with Crossways Consulting
Group, Inc. (Crossways) effective January 1, 1999, which replaced the
consulting agreement with Quest Enterprises, Inc. Mr. Tuvia Barak is the
principal of Crossways. In accordance with this agreement, Crossways will
provide marketing, consulting and other services as reasonably required by
the Company for the purpose of securing for the Company joint development
programs, strategic partnerships, business opportunities and production and
sales contracts with North American companies. The Company will pay
Crossways a fee in the amount of $6,000 per month plus expenses. In
addition, in the event that the services provided by Crossways to the
Company result in sales in North America , Crossways will be entitled to
1.5% of such sales.Crossways will be granted options to purchase 220,000
shares of Common Stock at $2.00 per share until December 31, 2003,
exercisable to the extent of 20% thereof each year. RadioTel Ltd. also has a
consulting agreement with Crossways Consulting Group, Inc. under which
RadioTel pays Crossways a monthly consulting fee of $5,000.
In addition, the Company has been informed that Mr. Barak and Mr. Levy
collectively own 10% of EBS, Inc. The Company and EBS, Inc. are the
Shareholders of Micel Wireless Corp.
PROPOSAL 2
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Kost & Forer & Gabbay, a member of
Ernst & Young International, independent public accountants, to audit the
accounts of the Company for the fiscal year ended September 30, 1999. Kost
Forer & Gabbay has advised the Company that neither the firm nor any of its
members or associates has any direct financial interest in the Company other
than as auditors. Although the selection and appointment of independent
auditors is not required to be submitted to a vote of Shareholders, the
Directors deem it desirable to obtain the shareholders' ratification and
approval of this appointment.
Representatives of Kost Forer & Gabbay are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do
so and are expected to be available to respond to appropriate questions.
Approval of the proposal requires the affirmative vote of a majority of
the Shares voted with respect thereto. In the event the proposal is not
approved, the Board will consider the negative vote as a mandate to appoint
other independent auditors of the Company for the next fiscal year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF THE AUDITORS.
GENERAL
The management of the Company does not know of any matters other than
those stated in this Proxy Statement which are to be presented for action at
the meeting. If any other matters should properly come before the meeting,
it is intended that proxies in the accompanying form will be voted on any
such matters in accordance with the judgment of the persons voting such
proxies. Discretion or authority to vote on such matters is conferred by
such proxies upon the persons voting them.
The Company will, of course, be assembling and mailing the proxy statement
and other material which may be sent to the shareholders in connection with
this solicitation. In addition to this solicitation of proxies by mail,
officers and regular employees may solicit the return of proxies. Costs for
soliciting proxies will be borne by the Company. The Company may reimburse
persons holding stock in their names or in the names of other nominees for
their expense in sending proxies and proxy material to principals. Proxies
may be solicited by mail, personal interview, telephone and telegraph.
The Company will provide without charge to each person being solicited by
this Proxy Statement, on written request of any such person, a copy of the
Audited Financial Statements for the year ended September 30, 1998 (as filed
with the Securities and Exchange Commission). All such requests should be
directed to Micel Corp., 445 Central Avenue, Cedarhurst, New York 11516,
telephone number (516) 569-0606.
All proposals of shareholders intended to be included in the proxy
statement to be presented in the 2000 Annual Meeting materials must be
received by the Company's offices at 445 Central Avenue, Cedarhurst, New
York 11516, no later than May 1, 2000.
Dated: November 4, 1999
By Order of the Board of Directors
David Selengut, Secretary PROXY
This Proxy is Solicited
on Behalf of the Board of Directors
MICEL CORP.
445 CENTRAL AVENUE
CEDARHURST, NEW YORK 11516
The undersigned hereby appoints David Selengut and Douglas S. Ellenoff as
Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the
Shares of the Common Stock of Micel Corp. held of record by the undersigned
on November 4, 1999 at the Annual Meeting of Shareholders to be held on
December 7, 1999 or any adjournment thereof.
1. Election of Directors FOR all nominees listed below
(except as marked to the contrary below)
WITHHOLD AUTHORITY
to vote for all nominees below
(INSTRUCTION: To withhold authority to vote
for any individual nominee strike a line
through the nominee's name in the list below)
Barry Braunstein, Heather Loren, Ron Levy
2. To ratify the appointment of Kost Forer & Gabbay as the independent
auditors for the Company for the fiscal year ended September 30, 1999.
FOR AGAINST ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign.
Dated: , 1999
Signature
Signature if held jointly
When signing as attorney, executor administrator, trustee or guardian,
please give full title as such. If a Company, please sign in full corporate
name by President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
