<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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 Section 240.14a-11(c) or Section 240.14a-12
MISONIX, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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 transaction applies:
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(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):
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MISONIX, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 10, 1997
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To the Shareholders of
MISONIX, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
MISONIX, INC., a New York corporation (the "Company"), will be held at The
Huntington Hilton, at 598 Broad Hollow Road, Melville, New York 11747 on
Wednesday, December 10, 1997 at 10:00 a.m., or at any adjournment thereof, for
the following purposes:
1. To elect four Directors to the Board of Directors;
2. To consider and act upon such other business as may properly
come before this meeting or any adjournment thereof.
The above matters are set forth in the Proxy Statement attached to this
Notice to which your attention is directed.
Only shareholders of record on the books of the Company at the close of
business on November 7, 1997 will be entitled to vote at the Annual Meeting of
Shareholders or at any adjournment thereof. You are requested to sign, date and
return the enclosed Proxy at your earliest convenience in order that your shares
may be voted for you as specified.
By Order of the Board of Directors
PETER GERSTHEIMER
Secretary
Dated: November 10, 1997
Farmingdale, New York
<PAGE>
MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
Wednesday, December 10, 1997
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The Annual Meeting of Shareholders of MISONIX, INC. (the "Company")
will be held on Wednesday, December 10, 1997 at The Huntington Hilton at 598
Broad Hollow Road, Melville, New York 11747 at 10:00 a.m. for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders. The enclosed
proxy is solicited by and on behalf of the Board of Directors of the Company for
use at the Annual Meeting of Shareholders to be held on December 10, 1997 and at
any adjournments of such meeting. The approximate date on which this proxy
statement and the enclosed proxy are being first mailed to shareholders is
November 10, 1997.
If a proxy in the accompanying form is duly executed and returned, the
shares represented by such proxy will be voted as specified. Any person
executing a proxy may revoke it prior to its exercise either by letter directed
to the Company or in person at the Annual Meeting.
Voting Rights
On November 7, 1997 (the "Record Date"), the Company had outstanding
5,677,194 shares of its only class of voting securities, namely common stock,
$.01 par value per share (the "Common Shares"). Shareholders are entitled to one
vote for each share registered in their names at the close of business on the
Record Date. The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of Directors. The affirmative vote of a
majority of all outstanding shares entitled to vote is required on all other
matters which may come before the meeting. For purposes of determining whether
proposals have received a majority vote, abstentions will not be included in the
vote totals and, in instances where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned a proxy
("broker non-votes"), those votes will not be included in the vote totals.
Therefore, abstentions and broker non-votes will be counted in the determination
of a quorum and will have no effect on the vote for the election of Directors.
<PAGE>
SECURITY OWNERSHIP
The following table sets forth as of the Record Date certain
information with regard to ownership of the Company's Common Shares by (i) each
beneficial owner of more than 5% of the Company's Common Shares; (ii) each
Director and nominee for Director; (iii) each executive officer named in the
"Summary Compensation Table" below; and (iv) all executive officers and
Directors of the Company as a group. Unless otherwise stated, the persons named
in the table have sole voting and investment power with respect to all Common
Shares shown as beneficially owned by them.
Common Shares Percent
Name and Address(1) Beneficially Owned of Class % (8)
Howard Alliger 909,108 (2) 13.7%
Joseph Librizzi 209,700 (3) 3.2%
Gary Gelman 878,145 (4) 13.2%
Arthur Gerstenfeld 50,200 (5) *
Robert Lee 31,500 (6) *
All executive officer and 2,146,548 (7) 32.3%
Directors as a group (seven
persons)
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*Less than 1%
(1) The business address of each of the named individuals in this table is
c/o MISONIX, INC., 1938 New Highway, Farmingdale, New York 11735.
(2) Includes options to acquire 75,000 Common Shares which are currently
exercisable but excludes Common Shares held by Mr. Alliger's daughter, of
which he disclaims all beneficial interest.
(3) Includes 150,000 Common Shares which Dr. Librizzi has the right to
acquire upon exercise of stock options which are currently exercisable.
(4) Includes options for 688,500 Common Shares which are currently
exercisable.
(5) Includes 18,000 Common Shares which Mr. Gerstenfeld has the right to
acquire upon exercise of stock options which are currently exercisable.
(6) Includes options to acquire 30,000 Common Shares which are currently
exercisable.
(7) Includes the Common Shares indicated in notes (2), (3), (5) and (6).
(8) Based upon 5,677,197 outstanding Common Shares and presently exercisable
options to acquire 976,500 Common shares held by the persons noted.
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<PAGE>
ELECTION OF DIRECTORS
The Company currently has four Directors, all four of whom are to be elected at
the Annual Meeting. The term of each Director expires at the Annual Meeting,
with all four current Directors, Messrs. Alliger, Librizzi, Gerstenfeld, and
Gelman, standing for reelection for a term of one year. The following table
contains information regarding all Directors and executive officers of the
Company:
Director
Name Age Position With Company Since
- ---- --- --------------------- --------
Gary Gelman 50 Chairman of the Board 1995
of Directors
Joseph Librizzi 59 Director, President, Chief 1975
Executive Officer, and Treasurer
Peter Gerstheimer 48 Vice President, Chief --
Financial Officer, and Secretary
Ronald Manna 43 Vice President - Operations --
Robert Lee 38 Vice President - Sales and Marketing --
Howard Alliger 70 Director 1971
Arthur Gerstenfeld 69 Director 1992
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Principal Occupations and Business Experience of Directors and Executive
Officers
The following is a brief account of the business experience for the past five
years of the Company's Directors and executive officers:
Gary Gelman, the founder of American Claims Evaluation, Inc., a publicly traded
company engaged in auditing hospital bills and providing vocational
rehabilitational counseling, has been Chairman of the Board and a Director of
that company for more than ten years. Since 1973, Mr. Gelman has also been
President and a principal of American Para Professional Systems, Inc., which
provides nurses who perform physical examinations of applicants for life and/or
health insurance for insurance companies. He received a B.A. Degree from Queens
College. Mr. Gelman became a director in June, 1995 and was elected Chairman of
the Board of the Company in March, 1996.
Joseph Librizzi became President and Chief Executive Officer of the Company in
March 1995. Prior to this he was Executive Vice President, Chief Operating
Officer, Treasurer and Secretary of the Company since September 1991. Dr.
Librizzi was previously President of the Company (prior to the merger between
the Company and Sonic Needle Corp.) from 1986 to
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September 1991. Dr. Librizzi holds a doctorate in applied mechanics and
aerospace engineering from Polytechnic Institute of Brooklyn.
Peter Gerstheimer became Vice President and Chief Financial Officer of the
Company in September 1992. From December 1984 to September 1992, he was Vice
President of Finance at Thermex-Thermatron, Inc., a manufacturer of
high-frequency electronic heat sealing and processing equipment. Previously, he
served as Treasurer and Controller of LogiMetrics, a manufacturer of electronic
test components and systems for military and non-military use. Mr. Gerstheimer
is a licensed certified public accountant in the State of New York and was a
senior accountant at Touche Ross & Co. Mr. Gerstheimer holds a B.A. Degree from
Hofstra University.
Ronald Manna became Vice President - Operations of the Company in September
1989. For more than three years prior thereto, Mr. Manna served as the Director
of Engineering of the Company. Mr. Manna holds a B.S. Degree in mechanical
engineering from Hofstra University.
Robert Lee became Vice President of Sales and Marketing in August 1996. For the
year prior thereto, he served as Director of Sales and Marketing for the
laboratory products division of the Company. Prior to the Company, Mr. Lee was
a Divisional General Manager, National Sales Manager and Regional Sales Manager
for Pall Corporation, a filtration company, where he worked for seven years.
Prior to Pall Corporation, Mr Lee worked for American Bionetics as a Regional
Manager. Mr. Lee holds a B.A. Degree in Chemistry from the State University of
New York at Plattsburg.
Howard Alliger has served since 1955 as the sole proprietor or as the Chairman
of the Board of Directors of the Company and its predecessors until March, 1996,
when he assumed his current position as a member of the Board of Directors. He
was President of the Company through 1982. Mr. Alliger holds a B.A. degree in
economics from Allegheny College and attended Cornell University's School of
Engineering. He has received 23 patents, has published various papers on
ultrasonic technology and, for the three years ended in June 1991, was the
President of the Ultrasonic Industry Association.
Arthur Gerstenfeld is a Professor at Worcester Polytechnic Institute and
Director of its Advanced Automation Technology Program. He is also the
President of UFA, Inc., a manufacturer of air traffic control simulation
systems, and has served in that capacity since 1980. Dr. Gerstenfeld received a
B.M.E. from Rensselaer Polytechnic Institute in 1950 and an M.S. and Ph.D. from
the Massachusetts Institute of Technology in 1966 and 1967, respectively.
Officers of the Company serve until the first meeting of the Board of Directors
after the Annual Meeting of Shareholders.
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<PAGE>
Meetings of the Board of Directors
During the last fiscal year ended June 30, 1997, the Board of Directors
held six meetings and the Stock Option Committees each held one meeting. No
Director attended less than 75% of the aggregate of the total number of meetings
of the Board of Directors and meetings of Committees of which they were a member
that were held during the Company's last fiscal year.
Currently, the only standing committees of the Board of Directors of
the Company are its Stock Option Committees. The Stock Option Committee for the
1996 Employee Incentive Stock Option Plan consists of Messrs. Gelman, Alliger,
and Gerstenfeld. The Stock Option Committees for both the 1991 Employee Stock
Option Plan and the 1996 Non-Employee Director Stock Option Plan consist of
Messrs. Gelman, Librizzi, Alliger and Gerstenfeld, the entire Board of
Directors. The Stock Option Committees are responsible for administering the
Company's stock option plans.
Director Compensation
Each non-employee Director receives $1,500 for each meeting of the
Board of Directors attended (to a maximum of $7,500), $2,500 for dual attendance
at the Annual Meeting of Shareholders and of the Board, and an award of $5,000
payable in a cash or the Company's Common Shares at the end of the fiscal year.
Each non-employee Director is also reimbursed for reasonable expenses incurred
while traveling to attend meetings of the Board of Directors or while traveling
in furtherance of the business of the Company.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal years indicated the
compensation paid by the Company to its Chief Executive Officer and each of the
four other highest paid executive officers with annual compensation exceeding
$100,000:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation (1) Compensation
Awards
Name and Underlying
Principal Position Fiscal Year Salary Bonus Options/SARS(#)
- ------------------ ----------- ------ ----- ---------------
<S> <C> <C> <C> <C>
Joseph Librizzi, President 1997 $160,000 $379,394 -
Chief Executive Officer and 1996 160,000 23,971 -
Treasurer 1995 135,000 -- -
Robert Lee, Vice President 1997 67,708 38,818 -
of Sales & Marketing 1996 52,303 14,925 -
1995 - - -
Howard Alliger, Director 1997 - - -
and, until March, 1996, 1996 - - -
Chairman of the Board 1995 135,000 - -
</TABLE>
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(1) No other annual compensation is shown because the amounts of
perquisites and other non-cash benefits provided by the Company do not
exceed the lesser of $50,000 or 10% of the total annual base salary and
bonus disclosed in this table for the respective officer.
Employment Agreements
On September 1, 1995, the Company entered into an employment agreement
with Dr. Librizzi, who is employed as President and Chief Executive Officer. The
agreement now provides for an annual salary of $200,000. Dr. Librizzi receives
additional benefits that are generally provided to other employees of the
Company. The agreement is automatically renewed for a successive one year term
unless the Company or the executive elects not to renew. This agreement was
automatically renewed on August 31, 1997.
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<PAGE>
In conformity with the Company's policy, all of its Directors, officers
and employees execute confidentiality and nondisclosure agreements upon the
commencement of employment with the Company. The agreements generally provide
that all inventions or discoveries by the employee related to the Company's
business and all confidential information developed or made known to the
employee during the term of employment shall be the exclusive property of the
Company and shall not be disclosed to third parties without prior approval of
the Company. Messrs. Librizzi, Gerstheimer, and Manna also have agreements with
the Company which provide for the payment of six months severance upon their
termination for any reason. The Company's employment agreement with Dr. Librizzi
also contains non-competition provisions that preclude him from competing with
the Company for a period of one year from the date of his termination of
employment unless his employment is terminated by the Company without cause.
Option Grants in Last Fiscal Year
The following table contains information concerning options granted to
executive officers named in the Summary Compensation Table during the fiscal
year ended June 30, 1997:
Individual Grants
<TABLE>
<CAPTION>
Number of Securities
Underlying Options % of Total Options Granted
Name Granted (#)(1)(2) to Employees in Fiscal Year Exercise Price ($/sh)(2) Expiration Date
- ---- ------------------- --------------------------- ------------------------ ---------------
<S> <C> <C> <C> <C>
Joseph Librizzi 60,000 6.68 4.00 7/24/06
Robert Lee 0 - - -
Howard Alliger 75,000 8.35 .73 3/27/06
</TABLE>
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(1) All such options are immediately exercisable.
(2) Adjusted for fifty percent (50%) stock dividend paid on October 20, 1997.
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
No options were exercised by any executive officer named in the Summary
Compensation Table during the fiscal year ended June 30, 1997. The following
table contains
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<PAGE>
information concerning the number and value, at June 30, 1997, of unexercised
options held by executive officers named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at FY-End (#) Value of Unexercised In-the-Money Options at
Name (Exercisable/Unexercisable) FY-End (Exercisable/Unexercisable)($)(1)
- ---- ----------------------------- -------------------------------------------
<S> <C> <C>
Joseph Librizzi 150,000/0 $ 496,250/0
Robert Lee 15,000/0 63,725/0
Howard Alliger 75,000/0 336,000/0
</TABLE>
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(1) Fair market value of underlying securities (the closing price of the
Company's Common Shares on the National Association of Securities
Dealers Automated Quotation System) at fiscal year end (June 30, 1997)
minus the exercise price.
Stock Options
In September 1991, in order to attract and retain persons necessary for
the success of the Company, the Company adopted a stock option plan (the "1991
Plan") which, as amended, covers up to 375,000 of the Company's Common Shares.
Pursuant to the 1991 Plan, officers, Directors, consultants and key employees of
the Company are eligible to receive incentive and/or non-incentive stock
options. At June 30, 1997, options to purchase 200,250 Shares were outstanding
under the plan at $ .50 to $4.33 per share and 174,750 options had been
exercised.
In March 1996, the Board of Directors approved the 1996 Employee
Incentive Stock Option Plan covering an aggregate of 450,000 Common Shares of
the Company and a 1996 Non-Employee Director Stock Option Plan covering an
aggregate of 1,125,000 Common Shares of the Company. The Board then granted
options to acquire 120,000 Common Shares at prices of $4.00 and $6.00 under the
1996 Employee Incentive Stock Option Plan and options to acquire 778,500 shares
at a price of $.73 under the 1996 Non-Employee Director Stock Option Plan. At
June 30, 1997, no options under either of these Plans had been exercised. The
options are exercisable for 10 years. Both of these Plans and the transactions
under which options to acquire 898,500 Common Shares were granted were ratified
and approved at the annual meeting of shareholders held on February 19,1997.
Since the exercise price of the granted options was less than the market price
of the Company's Common Shares on February 19, 1997, this resulted in a non-cash
compensation charge in the amount of $4,544,600, of which $185,000 was recorded
during the fourth quarter of fiscal 1997.
The foregoing plans are administered by the Board of Directors with the
right to designate a committee. The selection of participants, allotments of
shares, determination of price and other conditions relating to options are
determined by the Board of Directors, or a committee thereof, in its sole
discretion. Incentive stock options granted under the plans are exercisable for
a period of up to ten years from the date of grant at an exercise price which is
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<PAGE>
not less than the fair market value of the Common Shares on the date of the
grant, except that the term of an incentive stock option granted under the Plans
to a shareholder owning more than 10% of the outstanding Common Shares may not
exceed five years and its exercise price may not be less than 110% of the fair
market value of the Common Shares on the date of grant.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers, Directors and persons who own more than ten
percent of a registered class of the Company's equity securities ("Reporting
Persons") to file reports of ownership and changes in ownership on Forms 3, 4,
and 5 with the Securities and Exchange Commission (the "SEC"), the Boston Stock
Exchange, and the National Association of Securities Dealers, Inc. (the "NASD").
These Reporting Persons are required by SEC regulation to furnish the Company
with copies of all Forms 3, 4 and 5 they file with the SEC and NASD. Based
solely on the Company's review of the copies of the forms it has received, the
Company believes that all Reporting Persons complied on a timely basis with all
filing requirements applicable to them with respect to transactions during
fiscal year 1997.
ACCOUNTANTS
The Board of Directors has continued to retain the firm Ernst & Young LLP to act
as the Company's independent certified public accountants. A representative of
such firm is expected to be available either personally or by telephone hookup
at the Annual Meeting to respond to appropriate questions from shareholders and
will be given the opportunity to make a statement if he desires to do so.
MISCELLANEOUS INFORMATION
As of the date of this Proxy Statement, the Board of Directors does not
know of any business other than that specified above to come before the meeting,
but, if any other business does lawfully come before the meeting, it is the
intention of the persons named in the enclosed Proxy to vote in regard thereto,
in accordance with their judgment.
The Company will pay the cost of soliciting proxies in the accompanying
form and as set forth below. In addition to solicitation by use of the mails,
certain officers and regular employees of the Company may solicit proxies by
telephone, telegraph or personal interview without additional remuneration
therefor.
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<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals with respect to the Company's next Annual Meeting
of Shareholders must be received by the Company no later than July 13, 1998 to
be considered for inclusion in the Company's next Proxy Statement.
A copy of the Company's Annual Report of Shareholders for the fiscal
year ended June 30, 1997 has been provided to all shareholders. Shareholders are
referred to the report for financial and other information about the Company,
but such report is not incorporated in this proxy statement and is not a part of
the proxy soliciting material.
By Order of the Board of Directors,
PETER GERSTHEIMER
Secretary
Dated: November 10, 1997
Farmingdale, New York
