SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EcoScience Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
Check the appropriate box
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14(a)(6)(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
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<PAGE>
ECOSCIENCE CORPORATION
10 Alvin Court
East Brunswick, New Jersey 08816
(732) 432-8200
------------------------
NOTICE OF THE 2000
ANNUAL MEETING OF STOCKHOLDERS
June 1, 2000
------------------------
To the Stockholders of EcoScience Corporation:
Notice is hereby given that the 2000 Annual Meeting of Stockholders of
EcoScience Corporation (the "Company") will be held on Thursday, June 1, 2000 at
10:00 A.M. local time at the Company's offices at 17 Christopher Way, Eatontown,
NJ 07724, for the following purposes:
(1) To elect two Directors to the class of Directors whose terms shall
expire in 2003;
(2) To transact 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 April 25, 2000 will be entitled to vote at the 2000 Annual Meeting
and any adjournment thereof. All stockholders are invited to attend the meeting
in person.
By Order of the Board of Directors
Kenneth S. Hollander
Secretary
East Brunswick, New Jersey
May 3, 2000
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
(732) 432-8200
PROXY STATEMENT FOR THE 2000 ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD
June 1, 2000
This Proxy Statement and the enclosed proxy card are 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 2000 Annual
Meeting of Stockholders to be held on Monday, June 1, 2000 at 10:00 A.M. local
time at the Company's offices at 17 Christopher Way, Eatontown, New Jersey
07724, 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 May 3, 2000.
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. The Company's Annual Report to Stockholders for
the fiscal year ended January 2, 2000 is being mailed to the stockholders with
this Proxy Statement but does not constitute a part hereof.
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 the proposal, the shares represented by the
proxy card will be voted (i) FOR the election of the nominees for Director named
herein, and (ii) 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 giving 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.
<PAGE>
VOTING SECURITIES
Holders of Common Stock of record on the books of the Company at the close of
business on April 25, 2000 (the "Record Date") are entitled to notice of and to
vote at the Meeting. At the Record Date, there were issued and outstanding
12,887,882 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 votes cast
in person and represented by proxy at the Meeting is required for the election
of the Directors.
All votes will be tabulated by the inspector of election appointed at the
Meeting who will separately tabulate affirmative votes, negative votes,
authority withheld for any nominee for Director, abstentions and broker
non-votes. Any proxy submitted and containing an abstention or broker non-vote
will not affect the outcome of the vote.
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. The Company's Restated Certificate of
Incorporation provides that Directors are elected for a term of office to expire
at the third succeeding annual meeting of stockholders following their election.
In addition, the Restated Certificate of Incorporation provides that any
Director appointed to fill a vacancy shall hold office until the next election
of the class for which such Director has been chosen and until his successor is
elected and qualified. A Special Meeting of Stockholders in lieu of the 1997
Annual Meeting of Stockholders was held on September 10, 1998. As a result, the
Company did not hold a 1998 Annual Meeting of Stockholders. In accordance with
the Restated Certificate of Incorporation, two Directors are to be elected at
the Meeting. The terms of two Directors will expire at the 2001 Annual Meeting
and the term of one Director will expire at the 2002 Annual Meeting.
Albert W. Vanzeyst and Heinz K. Wehner are the two Directors whose term expires
at this year's Meeting. The Board has nominated Mr. Vanzeyst and Mr. Wehner for
election to the class of Directors whose terms expire at the 2003 Annual
Meeting.
Shares represented by proxies will be voted FOR the election of Mr. Vanzeyst and
Mr. Wehner as Directors unless otherwise specified in the proxy. If either Mr.
Vanzeyst or Mr. Wehner should, for any reason not now anticipated, not be
available to serve as Director, 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 either Mr. Vanzeyst or Mr.
Wehner will be unable to serve if elected.
Set forth below is certain information with respect to Mr. Vanzeyst and Mr.
Wehner and those Directors whose terms of office will continue after the
Meeting.
2
<PAGE>
Nominees for Election for a Three Year Term Expiring at the 2003 Annual Meeting
Albert W. Vanzeyst
Albert W. Vanzeyst, age 54, has served as a Director of the Company since
September 1998, when he was elected to serve as a Director and Executive Vice
President by the Board pursuant to certain agreements made by the Company in
connection with the merger transaction (the "Merger") pursuant to which the
Company acquired Agro Power Development, Inc. ("APD"). Mr. Vanzeyst, a
co-founder of APD, has been Chief Operating Officer and a Director of APD since
its inception in 1990. In January 1997, he also assumed the role of President of
APD. Mr. Vanzeyst has 30 years of greenhouse design, engineering and
construction experience spanning several countries, crops and climates
throughout the world. Between 1984 and 1990, Mr. Vanzeyst was President of Dace
U.S.A., Inc., a subsidiary of Dace International, Inc., an international
turn-key greenhouse construction company. Prior thereto, he participated in the
development, design and construction of numerous greenhouse operations in
several countries throughout the world. Mr. Vanzeyst holds a degree in Foreign
Trade and International Commerce from Handelavond College in the Netherlands.
Heinz K. Wehner
Mr. Wehner, age 69, 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 and Mobay Corporation, both subsidiaries of Bayer A.G.
in Germany and, most recently, Bayer Corporation, where he served as President
of the Agricultural, Animal Health and Consumer Products Divisions. 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 attended Escuelas
Americanas in Peru where he studied business administration.
Directors Continuing in Office until the 2001 Annual Meeting
Michael A. DeGiglio
Michael A. DeGiglio, age 45, has served as a Director of the Company since
November 1996, when he was elected to serve as a Director by the Board. Mr.
DeGiglio joined the Company upon its acquisition of Agro Dynamics, Inc. ("ADI")
in November 1992, and served as Chief Executive Officer of ADI until November
1998. In July 1995, Mr. DeGiglio assumed the offices of President and Chief
Executive Officer of the Company. From 1984 until 1992, Mr. DeGiglio was
employed by ADI, where he served as Chief Executive Officer. Prior to
co-founding ADI, Mr. DeGiglio was Vice President of International Sales for
NYPCO International, Inc. Mr. DeGiglio served on active duty in the United
States Navy as an Officer and Jet Aviator from July 1976 through January 1983,
and the Naval Air Reserves from 1983 to present, currently holding the rank of
Captain with the United States Naval Reserve. Throughout his Naval career, he
has held various department head positions, completed a tour as Commanding
Officer of a Jet Aviation Squadron, performed multiple tours overseas, and has
completed numerous Senior Advanced Management courses. Mr. DeGiglio is a
co-founder of APD and has served as Chief Executive Officer of APD since its
inception in 1990. He served as President of APD until January 1997. Mr.
DeGiglio received a B.S. in Aeronautical Science and Aviation Management from
Embry Riddle Aeronautical University.
3
<PAGE>
David J. Ryan
Mr. Ryan, age 45, 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.
Mr. Ryan has also been a Managing Partner of Mission Ventures, a venture capital
firm, since 1997. 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
also serves as a director of several private companies. Mr. Ryan holds a B.S.
from Northeastern University and an M.B.A. from Case Western Reserve University.
Directors Continuing in Office Until the 2002 Annual Meeting
Thomas A. Montanti
Thomas A. Montanti, age 75, has served as a Director of the Company since
September 1998, when he was elected to serve as a Director by the Board pursuant
to certain agreements made by the Company in connection with the Merger. Mr.
Montanti, a co-founder of APD, served as Chairman of the Board and a Director of
APD from its inception in 1990 until the completion of the Merger. He is the
father-in-law of Mr. DeGiglio. Mr. Montanti co-founded ADI in 1984. ADI was
acquired by the Company in 1992. Currently, Mr. Montanti is President of NYPCO
Industries, Inc., and New York Protective Coverings Industry, Inc., each of
which is located in New York and distributes building products and provides
specialized insulation contracting to the marine and power generating
industries.
Meetings and Committees of the Board of Directors
The Board held five regular and three telephonic meetings during the twelve
month period ended January 2, 2000. 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.
During the twelve month period ended January 2, 2000, the Company had two
committees: the Audit Committee and the Compensation Committee.
The Audit Committee consists of Messrs. Ryan and Wehner. During the twelve month
period ended January 2, 2000, the full Board 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 stock option plans. The Compensation Committee consists of Messrs.
Ryan and Wehner. The Compensation Committee held one meeting during the twelve
month period ended January 2, 2000.
Board Recommendation
The Board recommends that the stockholders VOTE FOR the election of the nominees
to the Board of Directors. A plurality of the votes cast in person or
represented by proxy at the Meeting is required to elect each nominee as
Director.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of the
Common Stock as of April 25, 1999 by: (i) each person known to EcoScience to be
the beneficial owner of more than 5% of the Common Stock on that date, (ii) each
Director, (iii) each of the Named Officers (as defined in the section captioned
"Executive Compensation") who is currently an officer of the Company, and (iv)
all Directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares
Name and Address Beneficially Percent of
of Beneficial Owners Owned(1) Class
-------------------- ------------ ----------
<S> <C> <C>
Michael A. DeGiglio (2).............................................. 3,363,976 26.0%
Albert Vanzeyst (3).................................................. 2,941,811 22.8%
Thomas Montanti (4).................................................. 2,537,324 19.7%
David J. Ryan (5).................................................... 222,586 2.0%
Heinz K. Wehner (6).................................................. 58,000 *
Kenneth S. Hollander (7)............................................. 42,500 *
Cogentrix Delaware Holdings, Inc..................................... 1,000,000 7.8%
1105 North Market Street, Suite 1108
Wilmington, Delaware 19801
All Directors and executive officers
as a group (6 persons) (2),(3),(4),(5),(6) and (7)................ 9,166,197 69.9%
</TABLE>
- ---------------
* 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 of April 25, 2000
pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the 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) Includes 166,593 shares held by Mr. DeGiglio's wife, as to which Mr.
DeGiglio disclaims beneficial ownership, 518,900 shares held in trust for
the benefit of Mr. DeGiglio's children that Mr. DeGiglio has no right to
vote and as to which he disclaims beneficial ownership, and 64,000 shares
issuable upon the exercise of stock options.
(3) Includes 153,095 shares held in custody for Mr. Vanzeyst's child that Mr.
Vanzeyst has no right to vote and as to which he disclaims beneficial
ownership.
(4) Includes 4,231 shares held by Mr. Montanti's wife, as to which Mr. Montanti
disclaims beneficial ownership.
(5) Includes 58,000 shares of Common Stock issuable upon exercise of stock
options and warrants, and 151,253 and 13,333 shares of Common Stock held
and issuable upon exercise of a warrant, respectively, by Copley Partners
2, L.P. Copley Venture Partners L.P., a limited partnership of which Mr.
Ryan is a general partner, is a general partner of Copley Partners 2, L.P.
(6) Includes 58,000 shares of Common Stock issuable upon exercise of stock
options and warrants.
(7) Includes 40,000 shares of Common Stock issuable upon exercise of stock
options.
The mailing address for each of the stockholders listed above whose address was
not supplied in the table is c/o EcoScience Corporation, 17 Christopher Way,
Eatontown, New Jersey 07724.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table provides certain summary information regarding compensation
paid by the Company during the twelve month periods ended January 2, 2000 and
January 3, 1999 and the fiscal year ended June 30, 1998 to the Company's Chief
Executive Officer and to each of the other executive officers of the Company,
whose annual compensation and bonus for the twelve month period ended January 2,
2000 exceeded $100,000 (together with the Chief Executive Officer, the "Named
Executive Officers").
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------------------------------------ -------------------
Number of Shares
Twelve Months Underlying Stock
Name and Principal Position Ended (1) Salary($) Bonus($) Options(#)
--------------------------- ------------- --------- -------- -------------------
<S> <C> <C> <C> <C>
Michael A. DeGiglio..................... 1/02/00 210,250 -- --
President and Chief Executive 1/03/99 168,750(2) -- --
Officer and Director 6/30/98 150,000 25,000 --
Albert Vanzeyst............................. 1/02/00 209,417 -- --
Executive Vice President and 1/03/99 38,076(3) -- --
Director 6/30/98 -- -- --
Kenneth S. Hollander...................... 1/02/00 81,667 20,000 100,000
Senior Vice President and Chief 1/03/99 -- -- --
Financial Officer (4) 6/30/98 -- -- --
David W. Miller......................... 1/02/00 115,400 -- 50
Senior Vice President and Chief 1/03/99 114,500 3,500 --
Technology Officer (5) 6/30/98 114,500 3,500 --
</TABLE>
(1) In 1998, the Company changed its fiscal year from the twelve month period
ending June 30 of each year to a fiscal year which ends on the Sunday
nearest December 31 of each year. As a result, the information presented
for the twelve months ended January 3, 1999 and the twelve months ended
June 30, 1998 reflects a six month overlap.
(2) Excludes $56,250 of compensation paid to Mr. DeGiglio by APD during the
nine month period ending September 30, 1998 (the effective date of the
Merger).
(3) Excludes $112,500 of compensation paid to Mr. Vanzeyst by APD during the
nine month period ending September 30, 1998 (the effective date of the
Merger).
(4) Mr. Hollander's employment with the Company commenced June 1999.
(5) Dr. Miller's position as an officer of the Company terminated in November
1999.
6
<PAGE>
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, $375 for
each telephonic Board meeting which lasts more than one hour and $500 for each
Committee meeting attended, plus expenses. Those Directors who are employees of
the Company do not receive any compensation for their services as Directors.
Each non-employee Director (other than Mr. Montanti who was appointed to the
Board in connection with the Merger) when first elected or appointed to the
Board receives a warrant to purchase 20,000 shares of Common Stock at an
exercise price equal to the fair market value on the grant date. These warrants
vest at the rate of 20 percent on the grant date and on the first anniversary of
the grant date and 30 percent on the second and third anniversaries of the grant
date. Warrants granted to Directors of the Company expire five years after the
date of grant.
Options Grants in the Last Fiscal Year
Shown below is further information with respect to grants of stock options in
the fiscal year ended January 2, 2000 to the Named Officers by the Company which
are reflected in the Summary Compensation Table set forth under the caption
"Executive Compensation."
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
-------------------------------------------------------------- Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation for
Underlying Granted to Exercise or Option Term
Options Employees in Base Price ----------------------
Name Granted (#) Fiscal Year ($/Sh) Expiration Date 5% ($) 10% ($)
---- ----------- ------------- ----------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Kenneth S. Hollander 100,000 (1) 11% $2.000 6/01/09 $127,780 $318,470
David W. Miller 50 (2) $4.875 1/13/09 153 388
</TABLE>
(1) These options vest 20% on December 31, 1999, 20% on June 1, 2000, 30% on
June 1, 2001 and 30% on June 1, 2002.
(2) Less than 1%.
Aggregate Option Exercises in Twelve Months Ended January 2, 2000 and Year End
Option Values
The following table provides certain information with respect to options to
purchase Common Stock held by the Named Executive Officers at January 2, 2000.
<TABLE>
<CAPTION>
Number of Securities Underlying Unexercised
Options at January 2, 2000
-------------------------------------------
Name Exercisable Unexercisable
---- ----------- -------------
<S> <C> <C>
Michael A. DeGiglio ....................... 64,000 --
Kenneth S. Hollander ...................... 20,000 80,000
David W. Miller ........................... 21,050 --
</TABLE>
7
<PAGE>
On December 31, 1999 (the last trading day prior to January 2, 2000),
the exercise price of each of the options listed in the table set forth above
exceeded the closing price of the Common Stock ($0.1562 per share) on the OTC
Bulletin Board. No options were exercised by the Named Executive Officers during
the twelve month period ended January 2, 2000.
REPORT OF THE COMPENSATION COMMITTEE
The Board of Directors has 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.
This report sets forth the policies used by the Committee in determining the
compensation paid by the Company to its executive officers, including the Chief
Executive Officer, for the twelve-month period ended January 2, 2000.
Summary Philosophy and Overall Objectives of Executive Compensation
EcoScience seeks to encourage and reward the efforts of its executives officers
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:
o Recruit and retain highly qualified executive officers.
o Motivate executive officers to achieve specified individual performance
objectives and Company wide goals, and to reward them when these objectives
and goals are achieved.
o Align the financial interests of executive officers with the long-term
interests of the Company's stockholders.
Base Salary
Factors considered when determining the base salary for an officer of the
Company include the position of the officer, the amount of responsibility
associated with such position, past performance of such responsibilities,
dedication to the pursuit of achieving individual and Company goals and the
overall results of the Company.
Bonuses
In fiscal 1993, the Company established an executive officer incentive bonus
program (the "Bonus Program"), payable in cash and in Common Stock of the
Company, to 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. During the
fiscal year ended January 2, 2000, no bonuses were awarded under the Bonus
Program. No bonus was awarded to Mr. DeGiglio during this period.
8
<PAGE>
Long-Term Incentive Compensation
The Company's 1999 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.
During the year ended January 2, 2000, there were 100,050 options granted under
the Company's 1999 Stock Option Plan to the Named Executive Officers. None of
such options were granted to Mr. DeGiglio. Stock option grants for executive
officers are determined by evaluating the performance of the individuals
reviewed, their contributions to the performance of the Company, their
responsibilities, experience and potential, their period of service at current
salary and compensation practices for comparable positions at other companies.
Financial results, nonfinancial measures and the Chief Executive Officer's
evaluation of other executive officers are considered. Historically, stock
option grants were also made to employees upon the commencement of employment.
Chief Executive Officer Compensation
Following the Merger, Mr. DeGiglio's annual base salary was increased to
$225,000, an increase of $75,000 or 50% of his annual base salary prior to the
Merger. Mr. DeGiglio subsequently volunteered to reduce his annual base salary
to $195,000, effective April 16, 1999, in recognition of the Company's liquidity
position. In making the salary adjustment following the Merger, the Committee
considered (i) the annual salary paid to Mr. DeGiglio by APD prior to the
Merger, (ii) the additional responsibilities which Mr. DeGiglio would assume
following the Merger as a result of the integration of the businesses of
EcoScience and APD, (iii) the contributions made by Mr. DeGiglio to the
completion of the Merger and (iv) Mr. DeGiglio's contributions to the Company's
operational advancements during the 12 months ended January 3, 1999 and the
fiscal year ended June 30, 1998. The Committee did not award Mr. DeGiglio a
bonus or grant him any options to purchase shares of Common Stock for the twelve
months ended January 3, 1999. Effective November 1, 1999, in recognition of the
role played by Mr. DeGiglio in obtaining agreements with creditors to
restructure the terms of certain indebtedness, the Committee restored Mr.
DeGiglio's annual base salary to $225,000.
Internal Revenue Code Limitation on Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation in excess of
$1,000,000 paid during any fiscal year to the Company's Chief Executive Officer
or four other most highly compensated executive officers. Qualified performance
based compensation is not included in the $1,000,000 limit. The Committee
believes that the Company's 1991 Stock Option Plan and 1999 Stock Option Plan
qualify as performance based compensation plans.
Submitted by the Compensation Committee
David J. Ryan
Heinz K. Wehner
9
<PAGE>
CORPORATE PERFORMANCE
The following graph compares the cumulative total stockholder return (stock
price appreciation plus reinvested dividends) on the Company's Common Stock with
the cumulative total return (including reinvested dividends) on the Nasdaq Stock
Market Index, the Standard & Poor's Midcap Foods and Beverages Index and a
former peer group (the "Former Peer Group") index (see note 1 below) selected by
the Company for the period from June 30, 1994 through December 31, 1999,
assuming the investment of $100 in the Company's Common Stock and the indices on
June 30, 1994 and the reinvestment of all dividends.
[GRAPHIC]
In the printed version of the document, a line graph
appears which depicts the following plot points:
<TABLE>
<CAPTION>
Cumulative Total Return
---------------------------------------------------------------
6/94 6/95 6/96 6/97 6/98 12/98 12/99
---- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
ECOSCIENCE CORPORATION 100 28.75 30.00 25.00 25.62 16.50 0.62
S&P MIDCAP FOODS AND
BEVERAGES INDEX 100 118.22 136.80 163.50 194.77 184.36 146.79
FORMER PEER GROUP 100 32.95 24.06 16.34 17.61 9.23 5.89
NASDAQ STOCK MARKET
(U.S.) INDEX 100 133.43 171.31 208.35 274.31 321.67 596.26
</TABLE>
- ----------------
(1) The Former Peer Group consisted of Ecogen Inc. and Verdant Brands Inc. Due
to the change in the Company's primary business focus which has occurred as a
result of the Merger which was completed in September 1998, the Company believes
it is now more appropriate to compare the performance of its stock with the
Standard & Poor's Midcap Foods and Beverages Index.
10
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, the independent public 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 2001 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement for the Company's
2001 Annual Meeting of Stockholders, stockholder proposals must be received by
the Company no later than January 3, 2001.
OTHER MATTERS
The 2000 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 now known to the Directors at the
date of printing hereof and which may properly come before the Meeting. The
intention of the persons named in the proxy is to vote in accordance with the
recommendation of the Board of Directors.
THE MANAGEMENT OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
NOMINEES TO THE BOARD OF DIRECTORS.
THE COMPANY SUBMITS TO THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL REPORT
ON FORM 10-K. COPIES OF THE REPORT WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN
REQUEST RECEIVED FROM ANY HOLDER OF RECORD OR BENEFICIAL OWNER OF SHARES OF
COMMON STOCK OF THE COMPANY. REQUESTS SHOULD BE DIRECTED TO INVESTOR RELATIONS,
ECOSCIENCE CORPORATION, 17 CHRISTOPHER WAY, EATONTOWN, NEW JERSEY 07724.
ALL SHAREHOLDERS ARE URGED TO MARK, SIGN, DATE AND SEND IN THEIR PROXIES IN THE
ENCLOSED ENVELOPE WITHOUT DELAY TO BOSTON EQUISERV LP, P.O. BOX 8040, MAILSTOP
45-02-64, BOSTON, MASSACHUSETTS 02266-8040. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
By order of the Board of Directors
Kenneth S. Hollander
Secretary
East Brunswick, New Jersey
May 3, 2000
11
<PAGE>
DETACH HERE
ECP15B
PROXY
ECOSCIENCE CORPORATION
Proxy for Annual Meeting of Stockholders to be held on June 1, 2000
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF ECOSCIENCE CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Michael A. DeGiglio and Kenneth S. Hollander and each of them,
the true and lawful attorneys, agents and proxies of the undersigned, with
full power of substitution, to vote with respect to all the shares of Common
Stock of ECONSCIENCE CORPORATION, standing in the name of the undersigned at
the close of business on April 25, 2000, at the annual meeting of stockholders
to be held at the Company's offices at 17 Christopher Way, Eatontown, New
Jersey and at any and all adjournments thereof, with all powers that the
undersigned would posses if personally present and especially (but without
limiting the general authorization and power hereby given) to vote as indicated
on the reverse side hereof. Said proxies are authorized to vote in their
discretion upon any other matters which may come before the meeting.
The shares represented by this Proxy will be voted in the manner directed, and
if no instructions to the contrary are indicated, will be voted FOR the
election of the nominee and FOR the proposal listed on the reverse side of this
card.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
<TABLE>
<S> <C> <C> <C>
ECO15A DETACH HERE
Please mark
/X/ votes as in
this example.
1. Election of (01) Albert W. Van Zeyst and (02) Heinz K.
Wehner as Directors.
FOR WITHHELD
THE /_/ /_/ FROM THE
NOMINEES NOMINEES
/_/ ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT /_/
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners must EACH sign. Please sign EXACTLY as your
name(s) appear(s) on this card. When signing as attorney,
trustee, executor, administrator, guardian or corporate officer,
please give your FULL title.)
Signature: _______________________________ Date: ______ Signature: ________________________________ Date: ______
</TABLE>
