<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 240.14a-11(c) or 240.14a-12
ECOSCIENCE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which 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:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
<PAGE>
ECOSCIENCE CORPORATION
10 ALVIN COURT
EAST BRUNSWICK, NEW JERSEY 08816
908-432-8200
_____________________
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
NOVEMBER 7, 1996
TO THE STOCKHOLDERS OF
EcoScience Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of
EcoScience Corporation (the "Company") will be held on Thursday, November 7,
1996 at 9:00 A.M. local time at the Brunswick Hilton Hotel, Three Tower Center
Boulevard, East Brunswick, New Jersey 08816, to consider and act upon (1) the
election of three Directors to the class of Directors whose term expires in 1999
and (2) such other business as may properly come before the meeting or any
adjournment thereof.
Reference is hereby made to the accompanying Proxy Statement for more
complete information concerning the matters to be acted upon at the meeting.
Only stockholders of record of the Company's Common Stock at the close of
business on September 19, 1996 (the "Record Date") will be entitled to vote at
the Annual Meeting and any adjournment thereof. All stockholders are invited to
attend the meeting in person.
By Order of the Board of Directors
/s/ Harold A. Joannidi
Harold A. Joannidi
SECRETARY
East Brunswick, New Jersey
October 15, 1996
HOLDERS OF RECORD OF COMMON STOCK AS OF THE RECORD DATE ARE URGED TO VOTE, SIGN,
DATE AND RETURN THEIR PROXIES IN THE ENCLOSED ENVELOPE. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES. HOLDERS OF RECORD OF THE COMMON STOCK
AS OF THE RECORD DATE WHO DO ATTEND THE MEETING AND WISH TO VOTE IN PERSON MAY
REVOKE THEIR PROXIES.
<PAGE>
ECOSCIENCE CORPORATION
10 ALVIN COURT
EAST BRUNSWICK, NEW JERSEY 08816
908-432-8200
PROXY STATEMENT FOR 1996 ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD
NOVEMBER 7, 1996
This Proxy Statement, with the enclosed proxy card, is being furnished to
stockholders of EcoScience Corporation ("EcoScience" or the "Company"), a
Delaware corporation, in connection with the solicitation by the Company's Board
of Directors (the "Board") of proxies to be voted at the Company's 1996 Annual
Meeting of Stockholders to be held on Thursday, November 7, 1996 at 9:00 A.M.
local time at the Brunswick Hilton Hotel, Three Tower Center Boulevard, East
Brunswick, New Jersey 08816, and at any adjournments thereof (the "Meeting").
This Proxy Statement and the enclosed proxy card are first being mailed or
otherwise furnished to stockholders of the Company on or about October 15, 1996.
Proxies may be solicited by Directors, officers and employees of the Company by
mail, by telephone, in person or otherwise. No such person will receive
additional compensation for such solicitation. In addition, the Company will
request banks, brokers, and other custodians, nominees, and fiduciaries to
forward proxy materials to the beneficial owners of Common Stock and obtain
voting instructions from such beneficial owners. The Company will reimburse
those firms for their reasonable expenses in forwarding proxy materials and
obtaining voting instructions.
When the proxy card of a stockholder is duly executed and returned, the
shares represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more proposals,
the shares represented by that proxy card will be voted, in the election of
Directors, for the nominees named herein and with respect to other proposals, in
accordance with the recommendations of the Board. Stockholders may revoke their
proxies at any time prior to any vote at the Meeting by written notice to the
Secretary of the Company at or before the Meeting, by submission of a duly
executed proxy card bearing a later date or by voting in person by ballot at the
Meeting.
VOTING SECURITIES
Holders of Common Stock of record on the books of the Company at the close
of business on September 19, 1996 (the "Record Date") are entitled to notice of
and to vote at the Meeting. At the Record Date, there were issued and
outstanding 9,342,177 shares of Common Stock, each of which entitles the holder
to one vote on each matter submitted to a vote at the meeting. A plurality of
the shares of Common Stock present in person and
<PAGE>
represented by proxy at the Meeting is required for the election of Directors.
An affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy is required for approval of all other items
submitted to the stockholders for their consideration. Shares owned by a
stockholder submitting a proxy card but abstaining from voting on any proposal
are counted in the number of shares present in person or represented by proxy
for purposes of determining whether that proposal has been approved. Shares
held but not voted by brokers are counted only for purposes of determining
whether a quorum is present at the meeting.
ELECTION OF DIRECTORS
The By-Laws of the Company provide for a Board consisting of such number of
Directors, not fewer than three, as shall be fixed from time to time by the
Board. The Board is divided into three classes, with each class to hold office
for a term of three years and the term of office of one class to expire each
year. The Board has fixed the number of Directors to constitute the full Board
for the ensuing year at five, three of whom are to be elected at this year's
Annual Meeting, one whose term expires at the 1997 Annual Meeting and one whose
term expires at the 1998 Annual Meeting.
Kenneth S. Boger, E. Andrews Grinstead III, and Heinz K. Wehner represent
the class of Directors whose term expires at this year's Annual Meeting. The
Board has nominated Messrs. Boger, Grinstead and Wehner for election to the
class of Directors whose term expires at the 1999 Annual Meeting.
Shares represented by proxies will be voted for the election as Director of
the foregoing nominees unless otherwise specified in the proxy. If any of the
nominees for election to the Board should, for any reason not now anticipated,
not be available to serve as such, proxies will be voted for such other
candidate as may be designated by the Board unless the Board reduces the number
of Directors. The Board has no reason to believe that any of the nominees will
be unable to serve if elected.
Set forth below is certain information with respect to the nominees for
election to the Board and those Directors whose terms of office will continue
after the Annual Meeting.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 1999 ANNUAL MEETING
KENNETH S. BOGER(3)
Mr. Boger, age 50, has served as a Director of the Company since July 1993.
Mr. Boger is currently a partner in the Boston law firm of Warner & Stackpole
LLP, the Company's general counsel, where he has practiced corporate law since
1976. Mr. Boger holds an A.B. from Duke University, an M.B.A. from the
University of Chicago and a J.D. from Boston College Law School.
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<PAGE>
E. ANDREWS GRINSTEAD III(2)(3)
Mr. Grinstead, age 51, has served as a Director of the Company since May
1991. Mr. Grinstead is currently Chairman, Chief Executive Officer and
President of Hybridon, Inc., a pharmaceutical company, and serves as a director
of Pharmos Corporation and Survival Technologies, Inc. From October 1990 to
June 1991, he acted as a consultant and financial advisor to emerging growth
companies in the medical field, particularly bio-pharmaceutical companies. From
February 1984 through September 1990, he was a Managing Director and head of
PaineWebber Incorporated's Healthcare/Life Sciences Group, Managing Director of
the life sciences group at Drexel Burnham Lambert Incorporated and a Vice
President of Kidder, Peabody & Co. Mr. Grinstead graduated from Harvard
University, the University of Virginia School of Law and Harvard Business
School.
HEINZ K. WEHNER(1)
Mr. Wehner, age 65, has served as a Director of the Company since March
1993. From March 1976 to June 1992, Mr. Wehner served in several management
positions with Chemagro Corporation, a subsidiary of Bayer A.G. in Germany,
Mobay Corporation and, most recently, Miles, Inc., where he served as Executive
Vice President of the Agricultural, Animal Health and Consumer Products
Division. Previously, he held several management positions with Bayer Quimicas
Unidas S.A. in Peru, including Vice President of the Agricultural Chemicals and
Animal Health Division, and with Bayer de Mexico S.A., including Vice President
of the Crop Protection and Consumer Products Division. Mr. Wehner is an
advisory director for the Commerce Bank of Kansas City, N.A. in Kansas City,
Missouri. Mr. Wehner attended Escuelas Americanas in Peru where he studied
business administration.
DIRECTOR CONTINUING IN OFFICE UNTIL THE 1997 ANNUAL MEETING
DAVID J. RYAN (1)(2)(3)
Mr. Ryan, age 41, has served as a Director of the Company since 1988.
Since 1983, Mr. Ryan has been a General Partner of Copley Venture Partners, an
affiliate of Copley Partners 2, L.P., a venture capital investor in EcoScience.
Prior to his involvement in venture capital, Mr. Ryan spent five years with
Medusa Corporation, a midwest based manufacturer of industrial and building
products, in several financial and operating capacities. Mr. Ryan holds a B.S.
from Northeastern University and an M.B.A. from Case Western Reserve University.
-3-
<PAGE>
DIRECTOR CONTINUING IN OFFICE UNTIL THE 1998 ANNUAL MEETING
LARRY M. NOUVEL(1)
Mr. Nouvel, age 53, has served as a Director of the Company since March
1993. Mr. Nouvel is currently President of Speer Products, a company that is
primarily engaged in the development, manufacturing and marketing of insecticide
products to the non-agricultural markets. From January 1986 to May 1992, he
served as President of Roussel BioCorporation, a company that manufactures and
markets insecticide products to the non-agricultural markets. Previously, Mr.
Nouvel held several senior marketing and sales positions, including Vice
President of Marketing and Sales, for Zoecon Industries, a manufacturer and
marketer of insecticide products to the professional pest control markets. Mr.
Nouvel holds a B.A. degree in Chemistry from the University of Texas at El Paso.
______________
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Member of the Strategic Alternatives Committee.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board held five meetings during the fiscal year ended June 30, 1996.
Each of the Directors attended at least 75% of the Board meetings and meetings
of committees of the Board of which he was a member.
The Audit Committee consists of E. Andrews Grinstead III and David J. Ryan.
During fiscal 1996, the full Board of Directors performed the functions of the
Audit Committee which included interactions with the Company's independent
accountants to review the scope of the annual audit, to discuss the adequacy of
internal accounting controls and procedures and to perform general oversight
with respect to the accounting principles applied in the financial reporting of
the Company.
The Compensation Committee's functions are to recommend to the full Board
the amount, character and method of payment of compensation to all executive
officers and certain other key employees of the Company and to administer the
Company's 1991 Stock Option Plan. The Compensation Committee consists of Mr.
Ryan, Larry M. Nouvel and Heinz K. Wehner. The Compensation Committee held four
meetings in fiscal 1996.
In fiscal 1995, the Company appointed Messrs. Grinstead and Ryan and
Kenneth S. Boger to serve on a Strategic Alternatives Committee to investigate
strategic alternatives available to the Company, including mergers, acquisitions
and technology licensing opportunities. The Strategic Alternatives Committee
held no meetings in fiscal 1996.
-4-
<PAGE>
BOARD RECOMMENDATION
The Board recommends that the stockholders VOTE FOR the election of the
nominees to the Board of Directors. A plurality of the shares of Common Stock
present in person or represented by proxy at the Meeting is required to elect
each nominee as Director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the Company's Common Stock as of September 19, 1996 by (i) each person known
to the Company to be the beneficial owner of more than 5% of the Company's
Common Stock, (ii) each Director, (iii) each executive officer listed in the
Summary Compensation Table below and (iv) all Directors and executive officers
as a group.
SUMMARY SECURITY OWNERSHIP TABLE
Shares
Beneficially Percentage
Name and Address Owned(1) of Total
---------------- -------- --------
Palo Alto Investors. . . . . . . . . . . . . . . 1,438,400(2) 15.4%
431 Florence Street, Suite 200
Palo Alto, California 94301
Copley Partners 2, L.P (3) . . . . . . . . . . . 756,266 8.1%
600 Atlantic Avenue
Boston, Massachusetts 02110
Worcester Business Development Corporation . . . 500,000(4) 5.4%
One Innovation Drive
Worcester, Massachusetts 01605
Kenneth S. Boger . . . . . . . . . . . . . . . . 30,003(5) *
E. Andrews Grinstead III . . . . . . . . . . . . 20,003(5) *
Larry M. Nouvel. . . . . . . . . . . . . . . . . 30,003(5) *
David J. Ryan. . . . . . . . . . . . . . . . . . 786,269(6) 8.4%
Heinz K. Wehner. . . . . . . . . . . . . . . . . 30,003(5) *
Michael A. DeGiglio. . . . . . . . . . . . . . . 159,323(7) 1.7%
Richard A. Andrews . . . . . . . . . . . . . . . 70,811(8) *
David W. Miller. . . . . . . . . . . . . . . . . 82,609(9) *
All Directors and executive officers as a group
(10 persons) . . . . . . . . . . . . . . . . . . 1,243,024(10) 12.7%
- ------------
*Less than 1%.
(1) Information with respect to beneficial ownership is based upon information
furnished to the Company by each stockholder included in this table.
Except as indicated in the notes to the table, each stockholder included in
the table has sole voting and investment power with respect to the shares
shown to be beneficially owned by him. Pursuant to the rules of the
Securities and Exchange Commission, shares of Common Stock which an
individual or member of a group has a right to acquire within 60 days
pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the
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<PAGE>
percentage ownership of such individual or group, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person shown in the table.
(2) According to a Schedule 13G dated April 12, 1996, filed by Palo Alto
Investors, includes no shares of Common Stock as to which such entity has
sole voting and investment power and 1,438,400 shares of Common Stock as to
which such entity has shared voting and investment power.
(3) David J. Ryan, a Director of the Company, is a general partner of Copley
Venture Partners L.P., which is a general partner of Copley Partners 2,
L.P.
(4) According to a Schedule 13D dated January 16, 1996, filed by Worcester
Business Development Corporation includes 500,000 shares of Common Stock as
to which such entity has sole voting and investment power.
(5) Represents shares of Common Stock issuable upon exercise of warrants.
(6) Includes 30,003 shares of Common Stock issuable upon exercise of
outstanding warrants and an aggregate of 756,266 shares of Common Stock
held by Copley Partners 2, L.P.
(7) Includes 17,427 shares of Common Stock held by Mr. DeGiglio's wife, Susan
A. DeGiglio, as to which Mr. DeGiglio disclaims beneficial ownership, and
107,498 shares of Common Stock issuable upon exercise of outstanding
options.
(8) Includes 69,583 shares of Common Stock issuable upon exercise of
outstanding options.
(9) Includes 58,750 shares of Common Stock issuable upon exercise of
outstanding options.
(10) Includes 409,846 shares of Common Stock issuable upon exercise of
outstanding options and warrants.
EXECUTIVE COMPENSATION
The following table provides certain summary information covering
compensation paid by the Company during the fiscal years ended June 30, 1996,
1995, and 1994, to the Company's Chief Executive Officer and to each of the
other executive officers of the Company, determined as of June 30, 1996, whose
annual compensation exceeded $100,000 (together with the Chief Executive
Officer, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation Awards
------------------- ----------------------
Number of
Restricted Underlying
Name and Stock Stock
Principal Position Year Salary Bonus Awards Options
- ----------------------- ------ ---------- --------------------- ----------
Michael A. DeGiglio(1) 1996 $123,391 $25,000 - 200,000
President and Chief 1995 110,250 - - -
Executive Officer 1994 107,500 16,077 - -
Richard A. Andrews 1996 121,750 - - 50,000
Vice President 1995 131,250 - - -
1994 128,125 - - 15,000
David W. Miller 1996 108,230 - - 50,000
Vice President-
Technology 1995 120,750 - - -
1994 117,815 - - 25,000
(1) Mr. DeGiglio joined the Company in November 1992 as the President of Agro
Dynamics, Inc. and was appointed President and Chief Executive Officer of
the Company in July 1995.
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<PAGE>
The following table provides certain information with respect to options granted
under the Company's 1991 Stock Option Plan to each of the Named Executive
Officers during the fiscal year ended June 30, 1996.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
----------------- Value at Assumed Rates
Percent of Stock Price
of Total Appreciation for
Options Option Term (1)
Granted to ---------------------
Options Employees in Exercise Expiration
Name Granted (2) Fiscal Year Price Date 5% 10%
---- ----------- ------------ ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Michael A. DeGiglio 100,000 18.1% $0.875 11/01/05 $142,528 $226,952
100,000(3) 18.1% 1.375 11/01/01 175,489 221,445
------- ----- -------- --------
200,000 36.2% $318,017 $448,397
------- ----- -------- --------
------- ----- -------- --------
Richard A. Andrews 50,000 9.1% 0.875 11/01/05 $ 71,264 $113,476
David W. Miller 50,000 9.1% 0.875 11/01/05 71,264 113,476
</TABLE>
(1) As required by the rules of the Securities and Exchange Commission,
potential values stated are on the prescribed assumption that the Company's
Common Stock will appreciate in value from the date of grant to the end of
the option term at annualized rates of 5% and 10%. The actual value, if
any, an executive officer may realize will depend on the excess of the
market price of the Company's Common Stock over the exercise price on the
date the option is exercised; there is no assurance that the value realized
by an executive officer will be near the value show in the table.
(2) Unless otherwise noted, options vest in two equal annual installments
beginning one year from the date of grant.
(3) Options vest 25% on the date of grant with the balance vesting in equal
monthly installments of 2,083 shares beginning June 1, 1996 and ending
April 1, 1999 and an installment of 2,095 shares on May 1, 1999.
The following table provides certain information with respect to options to
purchase Common Stock held by the Named Executive Officers at June 30, 1996. No
options were exercised by such persons during fiscal 1996.
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<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In the Money Options
Options at Fiscal Year End at Fiscal Year End
-------------------------- ------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Michael A. DeGiglio 42,083 177,917 $ 3,385 $71,615
Richard A. Andrews 62,083 61,250 35,750 31,250
David W. Miller 47,500 67,500 11,250 31,250
COMPENSATION OF DIRECTORS
Each Director who is not an employee of the Company receives an annual
retainer of $5,000 for Board service, plus $750 for each Board meeting attended,
$250 for each telephone Board meeting which lasts more than one hour and $500
for each Committee meeting attended, plus expenses. Those Directors who are
employees of the Company do not receive any compensation for their services as
Directors.
Each non-employee Director when first elected or appointed to the Board
receives a warrant to purchase 20,000 shares of Common Stock at an exercise
price equal to the fair market value on the grant date. These warrants vest at
the rate of 20 percent on the grant date and on the first anniversary of the
grant date and 30 percent on the second and third anniversaries of the grant
date. In addition, on May 1, 1996, each Director received a warrant to purchase
20,000 shares of Common Stock at an exercise price of $1.38 which was an amount
equal to the fair market value on that date. These warrants vest at a rate of
6,667 shares on the date of grant with the balance vesting in monthly
installments of 556 shares for the period June 1, 1996 to July 1, 1997, and 555
shares for the period August 1, 1997 to May 1, 1998. Warrants granted to
Directors of the Company expire five years after date of grant.
CERTAIN TRANSACTIONS
Kenneth S. Boger, a Director of the Company, is a partner in the law firm
of Warner & Stackpole LLP, which performed legal services for the Company during
fiscal 1996 and is expected to perform such services in the current fiscal year.
The Company sells certain products and leases certain office space to an
affiliated company of which Mr. DeGiglio serves as Chief Executive Officer and a
Director. Revenues from such product sales and rental income derived from such
office lease with the affiliated company totaled $556,000 and $55,000,
respectively, for 1996. The Company's accounts receivable as of June 30, 1996
included $89,000 due from this affiliated company.
-8-
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Board of Directors delegated to its Compensation Committee (the
"Committee") the responsibility and authority to administer executive
compensation policies for all executive officers of the Company, including the
Chief Executive Officer. The Committee's recommendations as to compensation for
executive officers of the Company are subject to approval by the full Board of
Directors of the Company. The Committee is currently composed of three
independent Directors, Larry M. Nouvel, David J. Ryan and Heinz K. Wehner.
This report sets forth the policies used by the Committee in determining
the compensation paid by the Company for fiscal 1996 to its executive officers,
including the Named Executive Officers.
SUMMARY PHILOSOPHY AND OVERALL OBJECTIVES OF EXECUTIVE COMPENSATION
EcoScience seeks to encourage and reward executives' efforts for the
achievement of corporate objectives and performance goals by blending base
salary, bonuses, and long-term incentive compensation in the form of stock
options. EcoScience's executive compensation program seeks to accomplish
several major goals:
- To recruit and retain highly qualified executive officers.
- To motivate executive officers to achieve specified individual
performance objectives and Company wide goals and to reward them when
these objectives and goals are achieved.
- To align the financial interests of executive officers with the long-
term interests of the Company's stockholders.
BASE SALARY
The Committee set base salaries for the Named Executive Officers in the
middle of fiscal 1996. Base salaries for the Named Executive Officers, other
than Michael A. DeGiglio, the Company's Chief Executive Officer, were reduced in
fiscal 1996 by approximately 15%. The Committee believed that these reductions
were necessary as part of the Company's ongoing restructuring and cost cutting
measures which have been implemented in the past few years. The Committee
determined to increase Mr. DeGiglio's base salary to reflect his assumption of
the responsibilities of President and Chief Executive Officer of EcoScience.
BONUSES
The Company during fiscal 1993 established an executive officer incentive
bonus program (the "Bonus Program"), payable in cash and in Common Stock of the
Company, to
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<PAGE>
reward executive officers when the Company achieves certain objectives and when
an executive officer's area of responsibility meets its predetermined goals.
All executive officers, including the Chief Executive Officer, are eligible to
receive bonuses under the Bonus Program. No bonuses were awarded under the
Bonus Program in fiscal 1996.
LONG-TERM INCENTIVE COMPENSATION
The Company's 1991 Stock Option Plan (the "Plan") was established to
provide all employees of the Company with an opportunity to share in the growth
of the Company along with its stockholders, and to encourage employees to remain
with the Company and work toward its long-term success. Incentive stock options
granted under the Plan are priced at not less than the fair market value of the
Company's Common Stock on the date of grant, usually vest over a four year
period and expire after ten years.
Stock option grants are typically made to all employees upon commencement
of employment and, when appropriate, following a promotion or to recognize
superior on the job performance. It is contemplated that senior executives of
the Company, including the Named Executive Officers, will be eligible to receive
stock option grants in the future, subject to individual performance and the
performance of the Company as a whole.
In fiscal 1996, the Compensation Committee granted options to purchase
50,000 shares of Common Stock to Richard A. Andrews, Vice President and David W.
Miller, Vice President-Technology, in recognition of those executives' loyalty
to the Company and their willingness to take a reduction in base salary in
fiscal 1996. The Committee believes that these option grants will also act as
incentives for those executives to remain with the Company and continue to
devote their best efforts to its progress.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. DeGiglio's annualized base salary for fiscal 1996 of $130,000
represents an increase of approximately 18% over his 1995 salary. The Committee
believes that this increase was necessary in light of Mr. DeGiglio's assuming
additional responsibilities as President and Chief Executive Officer of the
Company. The Committee also granted Mr. DeGiglio options to purchase 100,000
shares of Common Stock. The Committee felt it was necessary to increase Mr.
DeGiglio's option position with the Company in order to continue his incentive
to remain with the Company. The Board of Directors awarded Mr. DeGiglio
additional options to purchase 100,000 shares of Common Stock in recognition of
his continuing efforts in cutting costs and his leadership in guiding the
Company through its restructuring. The Committee awarded Mr. DeGiglio a $25,000
cash merit bonus in recognition of his efforts consummating the lease
termination of the Company's former facility located in Worcester,
Massachusetts.
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<PAGE>
INTERNAL REVENUE CODE LIMITATION ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code, enacted in 1993, limits to
$1,000,000 per executive the amount of compensation paid in tax years after 1993
to the Company's Chief Executive Officer or any of the Company's other four most
highly compensated executive officers which may be deducted for corporate tax
purposes. Qualified performance based compensation is not included in the
$1,000,000 limit. The Company believes that the Company's 1991 Stock Option
Plan would qualify as a performance based compensation plan until the end of the
applicable transition period.
Submitted by the
Compensation Committee:
Larry M. Nouvel
David J. Ryan
Heinz K. Wehner
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<PAGE>
COMPARISION OF 53 MONTH CUMULATIVE TOTAL RETURN*
AMONG ECOSCIENCE CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND A PEER GROUP
ECOSCIENCE CORPORATION PEER GROUP (1) NASDAQ STOCKMARKET-US
2/5/92 100 100 100
Jun-92 65 78 88
Jun-93 95 77 111
Jun-94 47 64 112
Jun-95 13 36 150
Jun-96 14 40 192
* $100 INVESTED ON 02/05/92 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JUNE 30.
(1) THE COMPANY-SELECTED PEER GROUP INCLUDES: BIOSYS INC., CALGANA INC., DNA
PLANT TECHNOLOGY CORPORATION, ECOGEN INC., MYCOGEN CORPORATION AND RINGER
CORPORATION.
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<PAGE>
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP, the independent accountants for the Company, will
have representatives at the Meeting who will be available to respond to
appropriate questions and who will be given the opportunity to make a statement
should they desire to do so.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
In order to be considered for inclusion in the proxy statement for the
Company's 1997 Annual Meeting of Stockholders, stockholder proposals must be
received by the Company no later than June 1, 1997. Proposals should be sent to
the attention of the Secretary at the Company's principal offices at 10 Alvin
Court, East Brunswick, New Jersey 08816.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended requires
directors, executive officers and persons who are beneficial owners of more than
ten percent of the Company's Common Stock to file with the Securities and
Exchange Commission (the "Commission") reports of their ownership of the
Company's securities and of changes in that ownership. To the Company's
knowledge, based on a review of copies of reports filed with the Commission and
written representations by certain reporting persons that no reports on Form 5
were required from those persons, all reports that were required to be filed
under Section 16(a) were timely filed, except that Harold A. Joannidi, the
Company's Treasurer, Corporate Controller and Secretary, and William B. Silk,
Vice President, did not file timely reports on Form 3 to report their initial
statement of beneficial ownership of securities.
OTHER MATTERS
The Annual Meeting of Stockholders is called for the purposes set forth in
the notice. The Board of Directors does not know of any matter for action by
the stockholders at the meeting other than the matters described in the notice.
However, the enclosed proxy confers discretionary authority on the persons named
therein with respect to matters which are not known to the Directors at the date
of printing hereof and which may properly come before the meeting. It is the
intention of the persons named in the proxy to vote in accordance with their
best judgment on any such matter.
By order of the Board of Directors
/s/ Harold A. Joannidi
Harold A. Joannidi
Secretary
East Brunswick, New Jersey
October 15, 1996
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<PAGE>
PROXY CARD
ECOSCIENCE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 7, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby constitute and appoint Michael A. DeGiglio and
Harold A. Joannidi, or either of them, the attorney(s) of the undersigned, with
full power of substitution, with all the powers which the undersigned would
possess if personally present, to vote all stock of EcoScience Corporation (the
"Company") which the undersigned is entitled to vote at the Company's Annual
Meeting of Stockholders to be held at the Brunswick Hilton Hotel, Three Tower
Center Boulevard, East Brunswick, New Jersey 08816 on Thursday, November 7, 1996
at 9:00 A.M. local time and at any adjournment thereof, hereby acknowledging
receipt of the Proxy Statement for such meeting and revoking all previous
proxies.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTOR THE
NOMINEES NAMED ON THE REVERSE SIDE AND, IN THE CASE OF OTHER MATTERS THAT
LEGALLY COME BEFORE THE MEETING, AS SAID ATTORNEY(S) MAY DEEM AVAILABLE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
<PAGE>
/X/ Please mark votes as in this example.
Please vote, sign, date and return the proxy card promptly using the enclosed
envelope.
1. Election of Directors whose term expires in 1999.
Nominees: Kenneth S. Boger, E. Andrews Grinstead III and Heinz K. Wehner
Withhold Authority
For All Nominees To Vote For All Nominees
/ / / /
- -----------------------------------------------------------------------------
/ / Check here to vote for all nominees except the following (print name(s)
on line above):
MARK HERE FOR MARK HERE IF
ADDRESS CHANGE / / YOU PLAN TO / /
AND NOTE AT LEFT ATTEND THE
MEETING
Please sign name exactly as name appears. When signing in a fiduciary capacity,
please give full title. Cofiduciaries and joint owners should each sign.
Signature: Date: Signature: Date:
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