SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
NYER MEDICAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(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)(4)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 of 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:
...................................................
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NYER MEDICAL GROUP, INC.
PROXY STATEMENT
The enclosed proxy is solicited by Samuel Nyer and Karen L. Wright on
behalf of the Board of Directors (the "Board") of Nyer Medical Group, Inc. (the
"Company") for use at the annual meeting of shareholders on August 18, 1997 at
10:00 a.m. to be held at the Company's corporate office located at 1292 Hammond
Street, Bangor, Maine, 04401. Such solicitation is being made by mail, and the
Company may also use its officers to solicit proxies from shareholders either in
person or by telephone or letter without extra compensation. All expenses of
this solicitation will be paid by the Company. Since proxies are being solicited
by the Board, it may be deemed to have a conflict of interest in recommending
how shareholders vote for the proposals. An inherent conflict of interest may
arise from the Board recommending their own re-election and the corporate
governance provisions which will tend to perpetuate control of the Board. A
proxy may be revoked by delivering a written notice of revocation to the
principal office of the Company or in person at the meeting at any time prior to
the voting thereof. If a shareholder wishes to give a proxy to someone other
than management, he or she may cross out the names appearing on the enclosed
proxy form, insert the name of some other person, sign and give the form to that
person for use at the meeting.
Only shareholders of record at the close of business on July 8, 1997 (the
"Record Date") are entitled to notice of, and to vote at, the meeting. Each
share of common stock outstanding on the record date is entitled to one vote on
all proposals. Nyle International Corp. ("Nyle") is the holder of all of the
Company's Class A preferred stock which shares are entitled to 2,000,000 votes.
Additionally, Mr. Samuel Nyer, the Company's president who also controls Nyle,
owns all of the shares of Class B Preferred Stock, which shares are also
entitled to 2,000,000 votes. As of the close of business on July 8, 1997,
3,407,093 shares of common stock of the Company were outstanding which means
that a total of 7,407,093 votes are eligible to be cast at the meeting.
All proposals require a vote of the majority of the shareholders present in
person or by proxy except for the election of directors who shall be elected by
a plurality of such votes. Proxies which abstain on one or more proposals and
"broker non- votes" will be deemed present for quorum purposes for all proposals
to be voted on at the meeting. Broker non-votes occur where a broker holding
stock in street name votes the shares on some matters but not others. The
missing votes are broker non-votes. Client directed abstentions are not broker
non-votes. Abstentions and broker non-votes are counted in tabulations of the
votes cast on proposals presented to the shareholders and will have the same
effect as a vote against the proposed amendments to the Company's Articles of
Incorporation ("Articles"). Shareholders whose shares are in street name and do
not return a proxy are not counted for
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any purpose and are neither an abstention nor a broker non-vote. Shareholders
who sign, date and return a proxy but do not indicate how their shares are to be
voted are giving management full authority to vote their shares as they deem
best for the Company.
This proxy statement and the accompanying proxy are first being mailed to
shareholders on or about July 16, 1997.
Voting Securities and Principal Holders Thereof
The following table sets forth the number of shares of the Company's voting
stock beneficially owned as of July 8, 1997 by (i) owners of more than 5% of the
Company's voting stock1, (ii) each director of the Company, and (iii) all
executive officers and directors of the Company as a group:
- --------
1 The table includes the Class A and the Class B Preferred Stock each of which
has 2,000,000 votes.
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Amount and
Nature of
Name and Address of Beneficial Percent of
Class ..............Beneficial Ownership Ownership 1,2 Voting Power
------------ ------------ ------------
Common Stock, .... Samuel Nyer 64.7%
Class A .......... 1292 Hammond Street 4,808,000-1,3,4,
Preferred ..........Bangor, ME 04401 5
Stock, and
Class B
Preferred Stock
Common Stock .......Nyle International Corp. 36.4%
and Class A ........72 Center Street
Preferred ..........Brewer, ME 04412 2,710,000-1
Stock
Common Stock .... William Clifford, Jr. *
1292 Hammond Street
Bangor, ME 04401 14,100-4
Common Stock .......Karen L. Wright *
1292 Hammond Street
Bangor, ME 04401 7,100-5
Common Stock .......Michael Anton *
9 Haigis Parkway
Scarborough, ME 04074 47,150
Common Stock .......Doyle Boatwright *
6829 N. 12th Street
Suite 207 2,000-6
Phoenix, AZ 85014
Common Stock .......David Dumouchel *
264 R. Washington St
Wellesley Hills, MA 02181 6,000-6
Common Stock .......Stanley Dudrick, M.D. *
c/o St. Mary's Hospital
56 Franklin Street 2,000-6
Waterbury, CT 06706
Common Stock .......Donald C. Lewis, Jr. *
c/o Nyle International Corp.
72 Center Street 9,000-6,7
Brewer, ME 04412
Common Stock .......Kenneth L. Nyer, M.D. *
1933 Williamsbridge Rd
Bronx, New York 10461 16,000-6
Common Stock .......Howard G. Parker, M.D. *
358 Broadway
Bangor, ME 04401 18,000-6,8
Common Stock .......Daniel Striar *
1 Fox Hill Drive
South Walpole, MA 02701 16,000-6
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All directors and executive officers 66.5%
of the Company as a group (11 persons) 4,945,350-1,3,6,9
* Less than 1% of class
- ------------
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2 Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934 and includes any options
which vest within 60 days of the Record Date, i.e., September 30, 1996.
Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them.
3 Includes shares owned by Nyle International Corp. ("Nyle") since Mr.
Samuel Nyer is chairman of that corporation.
4 Includes 12,000 shares of common stock underlying vested stock options
granted pursuant to the Company's 1993 Stock Option Plan (the "Plan").
5 Includes 7,000 shares of common stock underlying vested options granted
pursuant to the Company's Plan.
6 Includes shares underlying vested options granted pursuant to the
Company's Plan.
7 Also includes 5,000 shares of common stock acquired upon exercise of
options.
8 Also includes 9,000 shares of common stock acquired upon exercise of
options.
Board Meetings and Committees
The Board of the Company held five meetings during the fiscal year ended
December 31, 1996 and executed a Unanimous Consent in lieu of formal meeting on
4 occasions. All directors except Mr. Daniel Striar attended each of the total
number of meetings of the Board during this period either in person or by
telephone. Mr. Striar did not attend any meetings of the Board due to ill health
and is not standing for re-election. The Board has established an executive
committee consisting of Messrs. Samuel Nyer, William Clifford, Michael Anton and
Donald Lewis.
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CURRENT BOARD OF DIRECTORS
Position
Name ................... Age with Company Since Term Ending
Samuel Nyer ............ 71 Chairman of the Board, 1991 3 years 1999
President and Secretary
William J. Clifford, Jr ..47 Vice President of Sales 1991 3 years 1999
and Director
Karen L. Wright ..........35 Vice President of Finance 1997 3 years 1999
Assistant Secretary and
Director
Treasurer 1991
Michael Anton ............51 Director 1993 2 years 1998
Doyle Boatwright .........60 Director 1996 2 years 1998
David Dumouchel ......... 36 Director 1996 2 years 1998
Stanley Dudrick, M.D .... 62 Director 1997 1 year 1997
Donald C. Lewis ..........59 Director 1993 3 years 1999
Kenneth L. Nyer, M.D .... 38 Director 1991 2 years 1998
Howard G. Parker, M.D ....56 Director 1991 1 year 1997
Daniel Striar ............62 Director 1991 1 year 1997
Item 1. Election of Directors
Three Class C directors are to be elected at the annual
meeting. The Company's Articles, as amended, provide for a
staggered Board designed to elect approximately one-third of the
directors each year. Initially, Class A directors serve a three-
year term, Class B directors serve a two-year term and Class C
directors serve a one-year term. Messrs. Samuel Nyer, Clifford,
Lewis and Ms. Karen Wright are Class A directors, Messrs. Anton,
Boatwright, and Dumouchel and Dr. Kenneth Nyer are Class B
directors, and Dr. Dudrick, Dr. Parker and Mr. Striar are Class C
directors, with their terms expiring in 1999, 1998 and 1997,
respectively. Accordingly, only Dr. Dudrick and Dr. Parker are up
for re-election this year. Due to ill health, Mr. Striar is not
running for re-election, which will leave one vacancy. Upon
election each will hold office for a three-year term until the
annual meeting of shareholders held in 2000 and their successors
are elected and qualified.
The nominees for the Board are set forth below. The proxy holders intend to
vote all proxies received by them for the nominees for directors listed below
unless instructed otherwise. In the event any nominee is unable or declines to
serves as a director at the time of the annual meeting, the proxies will be
voted for any nominee who shall be designated by the present Board to fill the
vacancy. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them for the
nominees listed below
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unless instructed otherwise. As of the date of this proxy statement, the Board
is not aware of any nominee who is unable or will decline to serve as a
director.
Directors shall be elected by a plurality of the votes of the shares cast
at the annual meeting.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Position with
Name ....................Age the Company Since New Term
Stanley Dudrick, M.D ....62 Director 1996 3 years
Howard G. Parker, ...... 56 Director 1991 3 years
M.D .................................................................
STANLEY DUDRICK, M.D. has been a director of the Company since
March 1997. Since November 1994, Dr. Dudrick has been Associate
Chairman for St. Mary's Hospital, Department of Surgery. St.
Mary's, which is located in Waterbury, Connecticut, is affiliated
with Yale Medical School. Since 1982, Dr. Dudrick also has been a
Clinical Professor of Surgery at the University of Texas Health
Science Center at Houston. Dr. Dudrick is nationally known in the
field of enteral nutrition and has received numerous awards and
honors, is an editorial consultant and on the board of numerous
medical journals including those specializing in nutrition and has
published widely on the subject.
HOWARD G. PARKER, M.D. has been a director of the Company since
December 1991. Dr. Parker has been an orthopedic surgeon in
Bangor, Maine since 1978. Dr. Parker acts as a medical advisor,
liaison, and consultant to numerous medical and athletic
organizations. Dr. Parker has conducted research at Harvard
Medical School and Massachusetts Institute of Technology and has
published widely on the subject of orthopedics.
Other Directors
SAMUEL NYER has been Chairman of the Board, president and
secretary of the Company since December 1991. He served as a
director of Genetic Vectors, Inc. ("Vectors") from December 1991 to
June 1996. Mr. Nyer also serves on the board of directors of each
of the Company's subsidiaries. Since 1985, Mr. Nyer has been
chairman of the board of Nyle, a manufacturer of drying equipment.
Nyle, a publicly-held corporation, is the Company's principal
shareholder. Mr. Nyer also has interests in a number of small
businesses in the Bangor, Maine area.
WILLIAM J. CLIFFORD, JR. has been vice president of sales and a
director of the Company since 1992, and vice president and general
manager of ADCO Surgical Supply, Inc. ("ADCO"), Nyle Home Health
Supplies, Inc. and ADCO South Medical Supplies, Inc. since 1988,
1990 and 1992, respectively. Mr. Clifford was a director of
Vectors from June 1996 through April 30, 1997. From 1973 to 1988,
Mr. Clifford was general sales manager of ADCO. Mr. Clifford has
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over 20 years experience in the medical supply industry and possesses
substantial experience in medical warehousing, purchasing, sales and sales
management. He has been an employee of ADCO since 1973.
KAREN L. WRIGHT has been treasurer and vice-president of finance of the
Company since December 1991 and January 1997, respectively. She was appointed to
the Board in April 1997. From 1985 through 1987, Ms. Wright was ADCO's assistant
comptroller and from 1987 through the present time, Ms. Wright has been ADCO's
comptroller and treasurer. Ms. Wright received her Bachelors of Science Degree
in Accounting from Husson College, Bangor, Maine in 1985.
MICHAEL ANTON has been a director and an employee of the Company
since September 1993. At that time, the Company acquired his sole
proprietorship, Anton Enterprises, through its subsidiary, Anton
Investments, Inc. ("Anton") and appointed Mr. Anton president of
Anton. The Company owns 80% and Mr. Anton 20% of Anton. Mr. Anton
is also the president and owner of 20% of the Company's 80% owned
subsidiary, Conway Associates, Inc. ("Conway"). Anton and Conway
distribute safety and fire equipment to municipal and industrial
departments and law enforcement agencies through their showrooms
and catalogs.
DOYLE W. BOATWRIGHT has been a director of the Company and is president and
director of Nyer Nutritional Systems, Inc. ("NNS"). The Company owns 80% of NNS
and Mr. Boatwright owns the remaining 20%. From September 1995 through December
1996, Mr. Boatwright was president and founder of Boatwright Laboratories, Inc.,
which owned the enteral nutritional product patents now held by NNS. From 1989
through September 1995, Mr. Boatwright was president and founder of DigniCare,
Inc., a company providing enteral, wound care and urological products to
Medicare patients.
DAVID P. DUMOUCHEL has been a director of the Company since
August 1996. Mr. Dumouchel has been a director of the Company 80%
owned subsidiary, D.A.W., Inc. d/b/a Eaton Apothecary ("Eaton")
since August of 1996. Additionally, Mr. Dumouchel has been vice-
president of Eaton since 1988. Mr. Dumouchel is a registered
pharmacist in the State of Massachusetts. Mr. Dumouchel received
his Bachelors of Science Degree in Pharmacy from Purdue University
in 1983, and his Masters of Business Administration from Amos Tuck
School at Dartmouth College in 1986.
DONALD C. LEWIS, JR. has been a director of the Company since
July 1993. Mr. Lewis has been president and a director of Nyle,
the Company's principal shareholder, since January 1985.
KENNETH L. NYER, M.D. has been a director of the Company since
December 1991. Dr. Nyer is a specialist in internal medicine and
has practiced at the North Shore University Hospital, Manhasset,
New York since 1987. Dr. Nyer has held a faculty position at
Cornell University Medical School since 1987. Dr. Nyer is the son
of Mr. Samuel Nyer.
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Executive Compensation
The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's Chief Executive Officer for
the fiscal years ended December 31, 1994, 1995 and 1996. No executive officer
received compensation exceeding $100,000 for the fiscal years ended December 31,
1994, 1995 or 1996.
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SUMMARY COMPENSATION TABLE
Annual Compensation
(a) (b) (c) (d)
Other Annual
Compensation
Position . Year Salary($) ($)
- ---------- ----- -------- ------------
Samuel Nyer, Chief 1996 $ 86,538 $ 4,200-9
Executive Officer 1995 $ 75,000 $ 4,200-9,10
1994 $ 75,000-12 $ 4,200-9,13
SUMMARY COMPENSATION TABLE, cont.
................... Long Term Compensation
.............. Awards Payouts
(e) (f) (g) (h)
Securities
Restricted Underlying All Other
Name and Principal Year Stock Options/SARS LTIP Compensation
Position . Award(s)($) (#) Payouts($) ($)
---- ---------- ----------- ---------- --------------
Samuel Nyer, Chief 1996 $ 0 0 $ 0 $ 0
Executive Officer 1995 $ 0 90,000-11 $ 0 $ 0
1994 $ 0 0 $ 0 $ 0
9 Consists of automobile and automobile insurance allowance.
10 Includes $1,750 accrued in 1995 and paid in 1996.
11 Consists of shares of common stock underlying options
exercisable at $2.31 per share granted in January 1995
pursuant to the Company's Plan of which 20,000 options are vested.
Mr. Nyer exercised 50,000 of these options in August 1996.
12 Includes $12,981 accrued in 1994 and paid in 1995.
13 Includes $1,400 accrued in 1994 and paid in 1995.
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The Company has not paid any cash compensation to any person for serving as
a director. The Company does not intend to compensate non-employee directors for
serving as directors except to reimburse them for expenses incurred in
connection with their service as directors and to issue automatic grants of
non-qualified stock options pursuant to the Plan as described herein. Directors
who are employees receive no cash compensation for serving as directors;
however, they are reimbursed for out-of-pocket expenses incurred in connection
with their service as directors. All directors receive automatic grants of
options as described below.
Employment Agreements
Except for Mr. Nyer, the Company employs its officers pursuant
to oral agreements. However, Messrs. Anton, Boatwright and
Dumouchel, officers of certain of the Company's subsidiaries, are
each employed pursuant to written contracts.
The Company entered into a three-year written employment agreement with Mr.
Samuel Nyer at a base annual salary of $125,000 effective October 1, 1996. Mr.
Nyer's new employment contract also granted him 2,000 shares of Series 1 Class B
Preferred Stock (the "Preferred Stock"), which provide a total of 2,000,000
votes on all matters on which common stockholders may vote. The Preferred Stock
carries a substantial risk of forfeiture and vests October 1, 1999 only if Mr.
Nyer fulfills certain obligations. Prior to vesting or cancellation Mr. Nyer has
full voting rights. Mr. Nyer's employment agreement also provides for use of a
car and automobile insurance at an annual cost of approximately $4,200.
The Company has an oral employment agreement with Mr. William Clifford,
vice president of sales and a director, which provides for an annual salary of
$62,000 and use of an automobile including all expenses associated with it at an
annual cost of $4,500. The Company has an oral employment agreement with its
vice president of finance and treasurer, Ms. Karen L. Wright, which provides for
an annual salary of $47,000.
The Company entered into a five-year written employment agreement with Mr.
Anton at a base annual salary of $62,500 effective September 16, 1993. Mr. Anton
also receives a vehicle allowance of $5,000 annually and life-insurance coverage
of $1,000,000, $300,000 of which is payable to Mr. Anton's designated
beneficiary and the remainder of which is payable to the Company.
Nyer Nutritional Systems, Inc. ("NNS"), a company 80% owned by
the Company and 20% owned by Doyle W. Boatwright, entered into a
five-year agreement effective December 4, 1996 with Mr. Boatwright.
Mr. Boatwright has a base annual salary of $120,000 and an
incentive bonus plan whereby Mr. Boatwright receives an annual
bonus of 10% of the net pretax profit so long as the net income of
NNS exceeds $250,000 during any year during the term of the
agreement. Mr. Boatwright also receives reimbursement for this
automobile expenses to a maximum of approximately $7,300 per year
and key-man life insurance coverage in the amount of $2,000,000, of
which $400,000 is payable to Mr. Boatwright's designated
beneficiary, and the remainder of which is payable to the Company.
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NNS also maintains a marketing office for Mr. Boatwright located in Phoenix,
Arizona and reimburses Mr. Boatwright for one-half of his health insurance costs
up to a maximum of $325 per month.
Effective August 5, 1996, D.A.W., Inc., a wholly-owned subsidiary of the
Company engaged in the operation of pharmacies, entered into a five-year
employment agreement with David Dumouchel at an annual base salary of $65,000
per year to act as Eaton's pharmacist. The contract is automatically renewable
at Mr. Dumouchel's sole option for an additional five-year term. The employment
agreement further provides for an annual bonus of at least 2% of Eaton's annual
pre-tax income in excess of $450,000 and provides for term life insurance in the
aggregate amount of $800,000, of which $300,000 is payable to Mr. Dumouchel's
beneficiary. He also receives reimbursement of his automobile insurance premiums
and an unaccountable vehicle allowance of $3,600 per year.
Stock Option Plan
The Company does not have any formal pension, profit sharing or such other
similar plans pursuant to which it pays additional cash or non-cash compensation
to its employees including the individuals specified above. Under the Plan, the
Board of the Company from time to time may grant options to purchase its common
stock to employees, including officers. With the effectiveness of the new
Securities and Exchange Commission rules governing employee plans, the Company's
Plan was amended in April 1997 to provide for all directors, employee and
non-employee, to receive automatic grants of non-qualified options vesting
semi-annually each June 30th and December 31st over a three year term. After
vesting, and upon reelection to the Board, each director will receive a new
automatic grant of non-qualified options on the same terms as above. As provided
for in the Plan, the exercise price of the options is the closing price of the
Company's common stock on the last business day prior to the grant of options.
The number of options granted is 4,000, 8,000 or 12,000 depending on whether the
director is serving a one, two or three-year term.
The following table gives information as to all options to purchase the
Company's common stock which were granted to each director of the Company who is
a nominee for re-election.
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- ------
Option Grants of Nominees to Board
- ------
Exercise Price
Name Date of Grant Number Per Share
- ------ ------------- ------ ---------------
Stanley J. Dudrick, M.D ..March 11, 1997 12,000 $ 6.66
Howard Parker, M. D ......July 21, 1993 12,000-14 $ 4.62
September 30, 1996 12,000 $ 16.75
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======
Related Party Transactions
In August 1996, Mr. Samuel Nyer, the Company's President, exercised 50,000
stock options at the exercise price of approximately $2.31 per share by
delivering a recourse promissory note to the Company in the sum of $115,500. The
note bears 6-1/4% annual interest payable quarterly and is due in August 1999.
In October 1996, the Company entered into a three-year written employment
agreement with Mr. Samuel Nyer at a base annual salary of $125,000 per year. Mr.
Nyer's agreement also provides for the use of a car and automobile insurance at
annual cost of $4,200. In accordance with the employment agreement, the Company
issued to Mr. Nyer 2,000 shares of Series I Class B Preferred Stock. Each share
of Preferred Stock carries 1,000 votes in all matters concerning the vote of the
common shareholders. The Preferred Stock may be voted but does not vest until
October 1999, subject to substantial risk of forfeiture as provided in Mr.
Nyer's employment agreement. The shares were issued February 1997 after receipt
of a fairness opinion from independent third party.
In April 1997, the Company amended the Plan to provide for an
automatic grant to all directors of non-qualified options which
vest semi-annually over a three-year period. See "Stock Option
Plan".
Section 16(a) Beneficial Ownership Reporting Compliance
To the best of the Company's knowledge based on a review of its files, all
Forms 3, 4 and 5 have been filed as required with the Securities and Exchange
Commission except Mr. Anton who failed to file one Form 4 and Mr. Lewis failed
to file two Form 4s.
Item 2. Appointment of Auditors
Coopers & Lybrand, LLP ("Coopers") independent public accountants,
currently acts as the independent auditors of the Company and has been selected
by the Board to act as auditors for the fiscal year ended December 31, 1997
subject to shareholder approval. Unless directed to vote no, proxies being
solicited will be voted in favor of the ratification of Coopers as independent
auditors for the Company's fiscal year ended December 31, 1997. Coopers acted as
auditors for the Company for the fiscal year ended
- --------
14- As of July 8, 1997, all of these options have vested and are therefore
exercisable. Dr. Parker exercised 10,000 options in 1996 but did not sell
the common stock.
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December 31, 1996. A representative of Coopers will be present at the meeting to
respond to questions.
Ratification of the appointment of Coopers as the Company's independent
accountants for fiscal 1997 will require the affirmative vote of at least a
majority of the votes represented in person or by proxy at the annual meeting.
Proxies solicited by management will be voted for the proposal unless instructed
otherwise.
Item 3. Other Matters
The Board has no knowledge of any other matters which may come before the
meeting and does not intend to present any other matters. However, if any other
matters shall properly come before the meeting or any adjournment thereof, the
persons soliciting proxies will have the discretion to vote as they see fit
unless directed otherwise.
If you do not plan to attend the meeting, in order that your shares may be
represented and in order to assure the required quorum, please sign, date and
return your proxy promptly. In the event you are able to attend the meeting, at
your request, the Company will cancel the proxy.
Shareholders' Proposals
Any shareholder of the Company, who wishes to present a proposal to be
considered at the 1998 annual meeting of the shareholders of the Company and who
wishes to have such proposal presented in the Company's proxy statement for such
meeting, must deliver such proposal in writing to the Company no later than
December 31, 1997.
The Company will furnish, without charge to any shareholder submitting a
written request a copy of the Company's annual report on Form 10-KSB as filed
with the Securities and Exchange Commission including financial statements and
schedules thereto. Such written request should be directed to Karen L. Wright,
P.O. Box 1328, Bangor, Maine, 04402-3928.
By the Order of the Board of Directors
Samuel Nyer, Secretary
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
NYER MEDICAL GROUP, INC.
To All Shareholders:
The annual meeting of the shareholders of Nyer Medical Group, Inc. (the
"Company") will be held at 1292 Hammond Street, Bangor, Maine, 04401 on August
18, 1997 for the following purposes:
(1) To elect Class C directors to serve on the board of directors of the
Company for a three-year term until the Company's annual meeting, and
their successors are elected and qualified.
(2) To ratify the appointment of Coopers & Lybrand as independent auditors
for the fiscal year ending December 31, 1997.
(3) For the transaction of other lawful business that may properly
come before the meeting.
The board of directors has fixed the close of business on July 8, 1997
as the record date for a determination of shareholders entitled to notice of,
and to vote at, this meeting or any adjournment thereof.
If you do not plan on attending the meeting, please vote,
date, sign and mail the enclosed proxy promptly to Ms. Karen L.
Wright, Nyer Medical Group, Inc., P.O. Box 1328, Bangor, Maine,
04402.
Dated: July 16, 1997 By Order of the Board of Directors
By: Samuel Nyer, Secretary
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
NYER MEDICAL GROUP, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON AUGUST 18, 1997
The undersigned hereby appoints Samuel Nyer and Karen L. Wright as my proxy
with power of substitution for and in the name of the undersigned to vote all
shares of common stock of Nyer Medical Group, Inc. (the "Company") which the
undersigned would be entitled to vote at the annual meeting of shareholders of
the Company to be held at the Company's corporate office located at 1292 Hammond
Street, Bangor, Maine, 04401 on August 18, 1997 at 10:00 a.m., and at any
adjournment thereof, upon such business as may properly come before the meeting,
including the items set forth below:
Each share of common stock outstanding on the record date of July 8, 1997 is
entitled to one vote on all proposals.
1. I hereby elect the following individuals to serve on the board
of directors of the Company for a three-year term until the
Company's annual meeting for 2000:
Name Yes No
a) Stanley Dudrick, M.D. -------- --------
b) Howard G. Parker, M.D. ________ ________
2. I hereby ratify the appointment of Coopers & Lybrand
independent auditors for the fiscal year ended December 31,
1997.
Yes _____ No _____ Abstain _____
3. I hereby authorize the transaction of any other lawful
business that may properly come before the annual meeting of
shareholders.
Yes _____ No _____ Abstain _____
(Shares cannot be voted unless this proxy is signed and returned, or
specific arrangements are made to have the shares represented at the
meeting).
17
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If no direction is indicated, this Proxy will be voted as recommended
by the board of directors for all proposals.
Dated: , 1997
----------------------------
Signature of Shareholder
----------------------------
Typed or Printed Name of Shareholder
---------------------
Number of Shares Owned
18
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