<PAGE>
MISONIX, INC.
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 20, 2000
----------------
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 Hotel, 598 Broad Hollow Road, Melville, New York 11747 on
Thursday, January 20, 2000 at 10:00 a.m., or at any adjournment thereof, for the
following purposes:
1. To elect four Directors to the Board of Directors;
and
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 December 3, 1999 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 Stock
may be voted for you as specified.
By Order of the Board of Directors
RICHARD ZAREMBA
Secretary
Dated: December 20, 1999
Farmingdale, New York
<PAGE>
MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF SHAREHOLDERS
Thursday, January 20, 2000
----------------------
The Annual Meeting of Shareholders of MISONIX, INC. (the "Company")
will be held on Thursday, January 20, 2000 at the Huntington Hilton Hotel, 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 January 20, 2000 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
December 20, 1999.
If a proxy in the accompanying form is duly executed and returned, the
Stock 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 December 3, 1999 (the "Record Date"), the Company had outstanding
5,957,470 shares of its only class of voting securities, namely common stock,
$.01 par value per share (the "Common Stock"). 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; on all other matters which
may come before the Annual Meeting, the affirmative vote of a majority of the
votes cast at the Annual Meeting is required. 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 December 1, 1999 certain
information with regard to ownership of the Company's Common Stock by (i) each
beneficial owner of more than 5% of the Company's Common Stock; (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
Stock shown as beneficially owned by them.
Name and Address(1) Common Stock Percent
Beneficially Owned of Class
Howard Alliger 922,608(2) 15.3%
Gary Gelman 766,000(3) 11.5%
Arthur Gerstenfeld 71,350(4) 1.2%
Michael A. McManus, Jr. 297,450(5) 4.8%
Ronald Manna 87,894(6) 1.5%
Christopher Thomas 13,887(7) *
Joseph Librizzi(8) 137,300 2.3%
All executive officers and Directors 2,314,859(9) 28.5%(10)
as a group (eight persons)
* Less than 1%
(1) Except as otherwise stated, 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 90,000 shares of Common Stock which Mr. Alliger has the right
to acquire upon exercise of stock options which are currently
exercisable.
(3) Includes 703,500 shares of Common Stock which Mr. Gelman has the right
to acquire upon exercise of stock options which are currently
exercisable.
(4) Includes 33,000 shares of Common Stock which Mr. Gerstenfeld has the
right to acquire upon exercise of stock options which are currently
exercisable.
(5) Includes 250,000 shares of Common Stock which Mr. McManus has the right
to acquire upon exercise of stock options which are currently
exercisable.
(6) Includes 35,000 shares of Common Stock which Mr. Manna has the right to
acquire upon exercise of stock options which are currently exercisable.
(footnotes continued on next page)
2
<PAGE>
(footnotes continued)
(7) Includes 12,000 shares of Common Stock which Mr. Thomas has the right
to acquire upon exercise of stock options which are currently
exercisable.
(8) Mr. Librizzi's address is 9249 July Lane, Saint Augustine, Florida
32086. Mr. Librizzi's Employment Agreement with the Company expired on
October 30, 1998. He acted as an independent consultant for the Company
for the six months ending April, 1999. See "Executive Compensation -
Summary Compensation Table."
(9) Includes the shares of Common Stock indicated in notes (2), (3), (4),
(5), (6) and (7) and 18,370 shares of Common Stock which are
beneficially owned by an executive officer of the Company.
(10) Based upon 5,957,470 outstanding shares of Common Stock and presently
exercisable options to acquire 1,123,500 shares of Common Stock held by
the persons noted.
PROPOSAL ONE
------------
ELECTION OF DIRECTORS
The Company currently has four Directors, all of whom are to be elected at the
Annual Meeting. The term of each Director expires at the Annual Meeting, with
Messrs. Alliger, Gelman, Gerstenfeld and McManus standing for reelection for a
term of one year. The following table contains information regarding all
Directors and executive officers of the Company:
<TABLE>
<CAPTION>
Director
Name Age Position With Company Since
- ---- --- --------------------- -----
<S> <C> <C> <C>
Gary Gelman 52 Chairman of the Board 1995
of Directors
Michael A. McManus, Jr. 56 Director, President, 1998
Chief Executive Officer
Richard Zaremba 44 Vice President, Chief - -
Financial Officer, Secretary
and Treasurer
Christopher Thomas 37 Vice President - Mystaire Products - -
Gregory Homison 52 Vice President - Industrial Products - -
Ronald Manna 45 Vice President - Operations - -
Howard Alliger 72 Director 1971
Arthur Gerstenfeld 71 Director 1992
</TABLE>
3
<PAGE>
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 Chief
Executive Officer of American Para Professional Systems, Inc., a privately held
entity, 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 Chairman of the Board of the
Company in March 1996.
Michael A. McManus, Jr. became President and Chief Executive Officer of the
Company on October 30,1998. Prior to this he served as President and Chief
Executive Officer of New York Bancorp Inc. from 1991 through March 1998 and as a
director of such company from 1990 through March 1998. He also served as
President and Chief Executive Officer of Home Federal Savings Bank, the
principal subsidiary of New York Bancorp Inc., from February 1995 through March
1998. From 1990 through November 1991, Mr. McManus was President and Chief
Executive Officer of Jamcor Pharmaceuticals Inc. Mr. McManus served as an
Assistant to The President of The United States from 1982 to 1985 and also held
positions with Pfizer Inc. and Revlon Group. Mr. McManus received a B.A. in
economics from the University of Notre Dame and a J.D. from the Georgetown
University Law Center. He serves as a member of the Board of Directors of the
United States Olympic Committee, Document Imaging System, Corp., National
Wireless Holdings, Inc., and Novavax, Inc.
Richard Zaremba became Vice President and Chief Financial Officer in February,
1999. Mr. Zaremba became Secretary and Treasurer in March, 1999. From March 1995
to February 1999, he was the Vice President and Chief Financial Officer of
Comverse Information Systems, Inc., a manufacturer of digital voice recording
systems. Previously, Mr. Zaremba was Vice President and Chief Financial Officer
of Miltope Group, Inc., a manufacturer of electronic equipment. Mr. Zaremba is a
licensed certified public accountant in the State of New York and holds BBA and
MBA degrees in Accounting 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.
Christopher Thomas became Vice President of Mystaire Products in January 1999.
For three years prior thereto, he served as Director of Air Pollution
Technology. Prior to his employment with the Company, Mr. Thomas was an account
representative for the Business Imaging Systems Division of Eastman Kodak
Company. Mr. Thomas holds a B.S. degree in General Science from Villanova
University.
4
<PAGE>
Gregory Homison became Vice President of Industrial Products in August 1999.
From November 1998 to August 1999, he was Senior Program Director, IntraMed
Educational Group of Sudler & Hennessey Advertising. From August 1995 to March
1998, Mr. Homison was Senior Vice President of Pall Corporation, a manufacturer
of biomedical products. Previously, Mr. Homison held various sales and marketing
positions with Pall Corporation. Mr. Homison holds a BS, MS and PHD in
Biological Sciences from Columbia University.
Howard Alliger founded the Company's predecessor in 1955 and the Company was a
sole proprietorship until 1960. The Company name then was Heat
Systems-Ultrasonics. Mr. Alliger was President of the Company until 1982 and
Chairman of the Board until 1996. He has been awarded 25 patents and has
published various papers on ultrasonic technology. In 1959 Mr. Alliger sold the
first sonicator in the United States. For three years, ending in 1991, Mr.
Alliger was the President of the Ultrasonic Industry Association. Mr. Alliger
holds a B.A. degree in economics from Allegheny College and also attended
Cornell University School of Engineering for four years. He has also
established, and is President of, two privately held entities which are engaged
in pharmaceutical research and development.
Arthur Gerstenfeld is currently Professor of Industrial Engineering and
Professor of Management at Worcester Polytechnic Institute, Worcester,
Massachusetts. Dr. Gerstenfeld received his Ph.D. and Masters Degree from
Massachusetts Institute of Technology (Sloan School of Management). He has
edited and authored seven books and approximately forty articles focusing on
innovation and productivity. Dr. Gerstenfeld's industry experience has been as
founder, CEO, and Chairman of the Board of UFA, Inc. He is the holder of four
patents on which that company is based.
Meetings of the Board of Directors
During the last fiscal year ended June 30, 1999, the Board of Directors
held six meetings and the Stock Option Committees held three meetings and acted
twice by unanimous written consent. The Audit Committee and Compensation
Committee each met once with respect to such last fiscal year. 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.
Committees of the Board
Currently, the only standing committees of the Board of Directors of
the Company are its Stock Option Committees, the Audit Committee and the
Compensation Committee. The Stock Option Committee for both the 1996 Employee
Stock Option Plan and the 1998 Employee 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, McManus, Alliger and Gerstenfeld, the entire Board of
Directors. The Stock Option Committees are responsible for administering the
Company's stock option plans.
5
<PAGE>
The Audit Committee consists of Messrs. Gelman and Gerstenfeld. The
functions of the Audit Committee are to recommend to the Board of Directors the
selection, retention, or termination of its independent accountants; determine
through consultation with management the appropriateness of the scope of the
various professional services provided by the independent accountants, and
consider the possible effect of the performance of such services on the
independence of the accountants; review the arrangements and the proposed
overall scope of the annual audit with management and the independent
accountants; discuss matters of concern to the Audit Committee with the
independent accountants and management relating to the annual financial
statements and results of the audit; obtain from management, the independent
accountants and the Chief Financial Officer their separate opinions as to the
adequacy of the Company's system of internal accounting control; review with
management and the independent accounts the recommendations made by the
accountants with respect to changes in accounting procedures and internal
accounting control; discuss with management any concerns the Audit Committee may
have with regard to the Company's business practices; hold regularly scheduled
meetings, separately and jointly, with representatives of management, the
independent accountants, and the Chief Financial Officer to make inquiries into
and discuss their activities; and review the overall activities of the Company's
internal auditors.
The Compensation Committee consists of Messrs. Gelman and Alliger. The
Compensation Committee is responsible for considering and authorizing
remuneration arrangements for senior management.
Director Compensation
Each non-employee Director receives an annual fee of $20,000. In
addition, Mr. Gelman receives a special Chairman's fee of $15,000 per year. For
the fiscal year ended June 30, 1999, each non-employee Director was granted
options to purchase 15,000 shares of Common Stock at an exercise price of $3.07
per share. 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.
EXECUTIVE COMPENSATION
The following report and the performance graph on page 12 do not
constitute soliciting materials and are not considered filed or incorporated by
reference into any other of the Company's filings under the Securities Act of
1933 or the Securities Exchange Act of 1934, unless the Company states
otherwise.
6
<PAGE>
Report of the Compensation Committee
Compensation Policies. The principal goal of the Company's compensation
program as administered by the Board of Directors is to help the Company
attract, motivate and retain the executive talent required to develop and
achieve the Company's strategic and operating goals with a view to maximizing
shareholder value. The key elements of this program and the objectives of each
element are as follows:
Base Salary. Base salaries paid to the Company's executive officers are
intended to be competitive with those paid to executives holding comparable
positions in the marketplace. Individual performance and the Company's
performance are considered when setting salaries within the range for each
position. Annual reviews are held and adjustments are made based on attainment
of individual goals in a manner consistent with operating and financial
performance.
Bonuses. Annual cash bonuses are intended to motivate performance by
creating the potential to earn incentive awards that are contingent upon
personal and business performance. The Company sets goals of revenue and
profitability for each group.
Long Term Incentives. The Company provides its executive officers with
long-term incentive compensation through grants of stock options under the
Company's stock option plans. The grant of stock options aligns the executive's
interests with those of the Company's shareholders by providing the executive
with an opportunity to purchase and maintain an equity interest in the Company's
stock and to share in the appreciation of its value. In fiscal 1999, options to
purchase an aggregate of 50,000 shares of Common Stock were granted to the
Company's executive officers other than the Chief Executive Officer. Each of
these options vest over a two year period. The options expire on the tenth
anniversary of the date of grant.
CEO's Compensation. Michael A. McManus is entitled to receive an annual
base salary of $250,000 and is entitled to receive a bonus of $250,000 in
January 2000. Mr. McManus also received options to purchase (i) 250,000 shares
of Common Stock at a purchase price of $5.06 per share and (ii) 50,000 shares of
Common Stock at $3.07 per share. The factors involved in determining the CEO's
compensation are the Company's revenues and profits, his lengthy experience and
business acumen, his responsibilities, and the efforts exerted by him in
performance of his duties. The options to purchase the 250,000 shares are fully
vested, the remaining options described above vest over a two year period. The
options expire on the tenth anniversary of the date of grant.
Reported upon by the Compensation Committee
Gary Gelman
Howard Alliger
7
<PAGE>
The following table sets forth for the fiscal years indicated the
compensation paid by the Company to its Chief Executive Officer and other
executive officers with annual compensation exceeding $100,000:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation(1) Compensation
---------------------- ------------
Fiscal Year Awards
Name and Ended June Underlying
Principal Position 30, Salary Bonus Options/SARS(#)
- ------------------ -------- ------ ----- ---------------
<S> <C> <C> <C> <C>
Michael A. McManus, Jr., 1999 $166,667 $142,858 300,000
President and Chief Executive 1998 0 0 0
Officer 1997 0 0 0
Ronald Manna, Vice President of 1999 107,481 15,000 20,000
Operations 1998 95,000 0 25,000
1997 76,869 14,000 7,500
Christopher Thomas, Vice President 1999 111,013 10,000 15,000
of Mystaire Products 1998 124,150 0 0
1997 74,691 0 12,000
Joseph Librizzi, President, Chief 1999 174,359 0 0
Executive Officer and Treasurer (2) 1998 193,333 170,141 50,000
1997 160,000 379,394 60,000
</TABLE>
- -------------------------------
(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 named officer.
(2) Mr. Librizzi ceased to be President, Chief Executive Officer and
Treasurer on October 30, 1998. The foregoing chart does not include
fees paid to Mr. Librizzi for consulting services and the severance
payment set forth below under "Employment Agreements."
Employment Agreements
The Company has entered into an employment agreement with Mr. McManus
providing for his employment as President and Chief Executive Officer. The
initial term of the agreement expires on October 31, 2000 and is automatically
renewable for one year periods unless notice is given by the Company or Mr.
McManus that it or he declines to renew the agreement. The agreement provides
for an annual salary of $250,000, a company provided automobile and an annual
bonus, solely in the
8
<PAGE>
discretion of the Board of Directors of the Company, pursuant to a formula to be
mutually agreed upon. For the first year of his employment agreement, Mr.
McManus is entitled to receive a bonus of $250,000. Mr. McManus will also
receive such benefits as are generally provided to other executives of the
Company. Upon the occurrence of certain "Changes in Control" events (as defined
in the agreement), Mr. McManus will receive a one-time payment equal to six
months base salary.
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. Mr. Manna has an agreement with the Company which provides for the
payment of six months severance upon his termination for any reason. Mr. Zaremba
has an agreement for payment of six months' annual base salary upon a change in
control of the Company. The Company's employment agreement with Mr. McManus also
contains non-competition provisions that preclude him from competing with the
Company for a period of 18 months from the date of his termination of
employment.
The Company's employment agreement with Dr. Librizzi expired, after
being extended for one month, on October 30, 1998. The agreement provided for an
annual salary of $200,000 and additional benefits that are generally provided to
other employees of the Company. Dr. Librizzi remained through April 30, 1999 as
a consultant and received a fee of $10,000. In addition, he received a one-time
severance payment of $100,000 in January 1999.
Option Grants in Last Fiscal Year
The following table contains information concerning options granted to
executive officers named in the Summary Compensation Table during the fiscal
year ended June 30, 1999:
Individual Grants
<TABLE>
<CAPTION>
Number of Securities % of Total Options
Underlying Options Granted to Employees in Exercise Price
Name Granted(#) Fiscal Year ($/sh) Expiration Date
- ---- ---------- ----------- ------ ---------------
<S> <C> <C> <C> <C>
Michael A. McManus, Jr. 250,000 63.9 5.06 10/30/2008
50,000 3.07 3/3/2009
Ronald Manna 5,000 4.26 5.50 1/13/2009
15,000 3.07 3/3/2009
Christopher Thomas 15,000 3.19 3.07 3/3/2009
Joseph Librizzi 0 0 0 n/a
</TABLE>
9
<PAGE>
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Except for Mr. Librizzi, no options were exercised by any executive
officer named in the Summary Compensation Table during the fiscal year ended
June 30, 1999. The following table contains information concerning the number
and value, at June 30, 1999, of exercised and unexercised options held by
executive officers named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-
Shares Acquired Value Unexercised Options at FY-End(#) Money Options at FY-End ($)
Name on Exercise (#) Realized($)(1) (Exercisable/Unexercisable) (Exercisable/Unexercisable)(2)
- ---- --------------- -------------- --------------------------- ------------------------------
<S> <C> <C> <C> <C>
Michael A. McManus, Jr. 0 0 125,000/175,000 188,137/327,467
Ronald Manna 0 0 32,500/20,000 18,300/57,450
Christopher Thomas 0 0 12,000/15,000 5,280/50,550
Joseph Librizzi 90,000 484,200 0/0 0/0
</TABLE>
(1) "Value Realized" is calculated by determining the difference between
the fair market value of the Common Stock on the date the options are
exercised and the exercise price of the options.
(2) Fair market value of underlying securities (the closing price of the
Company's Common Stock on the National Association of Securities
Dealers Automated Quotation System) at fiscal year end (June 30, 1999)
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 shares of the Company's Common
Stock. Pursuant to the 1991 Plan, officers, Directors, consultants and key
employees of the Company are eligible to receive incentive and/or non-qualified
stock options. At June 30, 1999, options to purchase 70,500 shares of Common
Stock were outstanding under the 1991 Plan at exercise prices of $.96 to $6.78
per share and options to purchase 304,500 shares of Common Stock had been
exercised.
In March 1996, the Board of Directors approved the 1996 Employee Stock
Option Plan covering an aggregate of 450,000 shares of Common Stock of the
Company and the 1996 Non-Employee Director Stock Option Plan covering an
aggregate of 1,125,000 shares of Common Stock of the Company. At June 30, 1999
options to acquire 374,050 shares of Common Stock at prices of $3.07 to $18.50
under the 1996 Employee Stock Option Plan and options to acquire 823,500 shares
of Common Stock at a price of $.73 to $3.07 under the 1996 Non-Employee Director
Stock Option Plan were outstanding. At June 30, 1999, options to purchase 2,250
shares of Common Stock under the 1996 Employee Stock Option Plan have been
exercised. The options are exercisable for 10 years. Both of these plans and the
transactions under which options to acquire 898,500 shares of Common Stock were
granted were ratified and approved at the Annual Meeting of Shareholders held on
February 19, 1997.
10
<PAGE>
In October 1998, the Board of Directors adopted and, in January 1999,
the shareholders approved the 1998 Employee Stock Option Plan (the "1998 Plan")
covering an aggregate of 500,000 shares of Common Stock of the Company. At
June 30, 1999, options to purchase 144,000 shares of Common Stock were
outstanding under the 1998 Plan at exercise prices ranging from $3.07 to $5.50
per share. At June 30, 1999, no options granted under the 1998 Plan have been
exercised or canceled. Since the exercise price of certain of the granted
options was less than the market price of the Company's Common Stock on October
7, 1998, this resulted in a non-cash compensation charge in the amount of
$32,303, of which $21,535 was recorded during fiscal 1999.
The foregoing plans are administered by the Board of Directors with the
right to designate a committee. The selection of participants, allotments of
Common Stock, determination of price and other conditions relating to options
are determined by the Board of Directors, or a committee thereof, in its sole
discretion. The Board of Directors has designated a committee to administer each
of the plans. 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 not less
than the fair market value of the Common Stock on the date of the grant, except
that the term of a stock option granted under the plans to a shareholder owning
more than 10% of the outstanding Common Stock may not exceed five years and its
exercise price may not be less than 110% of the fair market value of the Common
Stock on the date of grant.
Compensation Committee Interlocks and Insider Participation
Mr. Gelman, the Chairman of the Board of Directors, and Mr. Alliger are
the members of the Compensation Committee. No Company executive officer
currently serves on the Compensation Committee or any similar committee of
another public company, one of whose executive officers sits on the Compensation
Committee of the Company.
Share Performance Graph
The following graph compares the cumulative total return on the
Company's Common Stock during the last five fiscal years with the NASDAQ Total
U.S. and Foreign Return Index and the NASDAQ Medical Device Manufacturers Index
during the same period. The graph shows the value, at the end of each of the
last five fiscal years, of $100 invested in the Common Stock or the indices on
June 30, 1995. The graph depicts the change in value of the Company's Common
Stock relative to the noted indices as of the end of each fiscal year and not
for any interim period. Historical stock price performance is not necessarily
indicative of future stock price performance.
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
MISONIX, INC. $100.0 $726.0 $1,560.9 $2,446.3 $1,932.6
NASDAQ Total U.S. and Foreign Return Index $100.0 $127.6 $154.4 $202.3 $285.2
NASDAQ Medical Device Manufacturers Index $100.0 $124.0 $119.0 $139.3 $186.6
</TABLE>
[Chart inserted here]
11
<PAGE>
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") 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 1999.
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 Annual
Meeting, but, if any other business does lawfully come before the Annual
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.
SHAREHOLDER PROPOSALS
Shareholder proposals with respect to the Company's next Annual Meeting
of Shareholders must be received by the Company no later than August 22, 2000 to
be considered for inclusion in the Company's next Proxy Statement. Under the
Securities and Exchange Commission's proxy rules, proxies solicited by the Board
of Directors for the 2001 Annual Meeting may be voted at the discretion of the
persons named in such proxies (or their substitutes) with respect to any
shareholder proposal not included in the Company's proxy statement if the
Company does not receive notice of such proposal on or before November 6, 2000,
unless the 2001 Annual Meeting is not held within 30 days before or after the
anniversary date of the 2000 Annual Meeting.
<PAGE>
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended June 30, 1999 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,
RICHARD ZAREMBA
Secretary
Dated: December 20, 1999
Farmingdale, New York
13
<PAGE>
PROXY MISONIX, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary Gelman and Michael A. McManus, Jr.,
as Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock, par value $.01 per share, held of record by the undersigned on December
8, 1999 at the Annual Meeting of Shareholders to be held on January 20, 2000 or
any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE
ENVELOPE PROVIDED
<TABLE>
<S> <C>
- -------------------------- --------------------------
ACCOUNT NUMBER NO. OF SHARES
1. ELECTION OF DIRECTORS:
/ / FOR all nominees listed / / WITHHOLD authority to vote for all nominees listed
(except as marked to the contrary)
</TABLE>
Nominees: Gary Gelman, Michael A. McManus, Jr., Howard Alliger,
Arthur Gerstenfeld.
(INSTRUCTION: To withhold authority to vote for one or more individual nominees
write the nominee's name(s) in the line provided below).
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This Proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, the Proxy will be voted FOR the election
of all Directors.
Please sign exactly as name appears hereon.
- ---------------------------- -------------------------------
DATED SIGNATURE
-------------------------------
SIGNATURE IF JOINTLY HELD
Note: When shares are held by joint
tenants, both should sign. When signing as
attorney, as executor, administrator,
trustee, or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by
authorized person. Please note any change
in your address alongside the address as it
appears in the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
