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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount of which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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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 10, 1998 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. 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
10, 1998 (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 9, 1998, 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. Mr. Nyer
controls 64.8% of these votes which means he controls the outcome
of all issues presented to the Company's shareholders herein.
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. Shareholders whose
shares are in street name and do not return a proxy are not counted
for 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 13, 1998.
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 10, 1998 by
(i) owners of more than 5% of the Company's voting stock, (ii)
each director of the Company, and (iii) all executive officers and
directors of the Company as a group:
Amount and
Nature of
Class Name and Address of Beneficial Percent of
Beneficial Ownership Ownership 1,2 Voting Power
Common Stock, Samuel Nyer 4,844,000 1,2,3 64.8%
Class A 1292 Hammond Street
Preferred Bangor, Maine 04401
Stock, and
Class B
Preferred Stock
Common Stock Nyle International 2,710,000 1 35.6
and Class A 72 Center Street
Preferred Brewer, Maine 04412
Stock
Common Stock William Clifford, Jr. 18,100 4 *
1292 Hammond Street
Bangor, ME 04401
Common Stock Karen L. Wright 11,100 5 *
1292 Hammond Street
Bangor, ME 04401
Common Stock Michael Anton 6 51,150 4 *
9 Haigis Parkway
Scarborough, ME 04074
Common Stock Doyle W. Boatwright 6,000 7 *
6829 N. 12th Street
Suite 207
Phoenix, AZ 85014
Common Stock David P. Dumouchel 10,000 7 *
264 R. Washington St.
Wellesley Hill, MA 02181
Common Stock Stanley Dudrick, M.D. 6,000 7 *
c/o St. Mary's Hospital
56 Franklin Street
Waterbury, CT 06706
Common Stock Donald C. Lewis, Jr. 13,000 8 *
c/o Nyle International Corp.
72 Center Street
Brewer, ME 04412
Common Stock Kenneth L. Nyer, M.D. 20,000 9 *
1933 Williamsbridge Rd.
Bronx, New York 10461
Common Stock Howard G. Parker, M.D. 10,000 10 *
358 Broadway
Bangor, ME 04401
All directors and executive officers
of the Company as a group (10 persons)
* Less than 1% of class 4,989,350 1,2,3,4,5,
7,8,9,10
65.8%
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., August 14, 1998. 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. Also includes 58,000 shares of
Common Stock underlying options granted to Mr. Nyer pursuant to the 1993 Stock
Option Plan (the "Plan").
4 Includes 18,000 shares of common stock underlying vested stock options
granted pursuant to the Plan.
5 Includes 11,000 shares of common stock underlying vested options granted
pursuant to the Plan.
6 Mr. Anton's term as a director expires at the annual meeting. However,
he is not running for reelection and the Company currently has no plans to
fill his seat on the Board.
7 Includes 6,000 shares of Common Stock underlying vested options granted
pursuant to the Plan.
8 Includes 13,000 shares of Common Stock underlying vested stock options
granted pursuant to the Plan.
9 Includes 20,000 shares of Common Stock underlying vested stock options
granted pursuant to the Plan.
10 Includes 10,000 shares of Common Stock underlying vested stock options
granted pursuant to the Plan.
Board Meetings and Committees
The Board held two meetings during the fiscal year ended
December 31, 1997 and executed a Unanimous Consent in lieu of a
formal meeting on five occasions. Messrs. Dumouchel, Dudrick and
Dr. Nyer (and Daniel Striar, a former director) attended only one
the two meetings of the Board during this period. All other
directors attended both meetings either in person or by telephone.
The Board has established an executive committee consisting of
Messrs. Samuel Nyer, William Clifford, Michael Anton and Donald
Lewis and an audit committee consisting of Drs. Dudrick and Parker
and Ms. Wright.
CURRENT BOARD OF DIRECTORS
Position
Name Age with Company Since Term Ending
Samuel Nyer 72 Chairman of the Board,
President and Secretary 1991 3 years 1999
William J. Clifford, Jr. 48 Vice President of Sales
and Director 1991 3 years 1999
Karen L. Wright 36 Vice President of Finance,
Assistant Secretary and
Director 1997 3 years 1999
Michael Anton 52 Director 1993 2 years 1998
Doyle W. Boatwright 61 Director 1996 2 years 1998
David P. Dumouchel 37 Director 1996 2 years 1998
Stanley Dudrick, M.D. 63 Director 1997 3 years 2000
Donald C. Lewis 60 Director 1993 3 years 1999
Kenneth L. Nyer, M.D. 39 Director 1991 2 years 1998
Howard G. Parker, M.D. 57 Director 1991 3 years 2000
Item 1. Election of Directors
Three Class B directors are to be elected at the annual
meeting. The Company's Articles of Incorporation, 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 Drs. Dudrick and Parker are Class C directors, with
their terms, initially expiring in 1999, 1998 and 1997,
respectively. Drs. Dudrick and Parker were re-elected last year
for a full three-year term. Only Dr. Nyer and Messrs. Boatwright
and Dumouchel are up for re-election this year, Mr. Anton is not
running for re-election and the Company has no current plans to
nominate a director to fill his seat on the Board. There is a
vacancy for one Class C director. Upon election, each person will
hold office for a three-year term until the annual meeting of
shareholders held in 2001 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
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
Doyle W. Boatwright 61 Director 1996 3 years
David P. Dumouchel 37 Director 1996 3 years
Kenneth L. Nyer, M.D. 39 Director 1991 3 years
Doyle W. Boatwright has been a director of the Company and
president and a director of Nyer Nutritional Systems, Inc. ("NNS")
since December 1996. 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's
80%-owned subsidiary, D.A.W., Inc. d/b/a Eaton Apothecary ("Eaton")
since August 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.
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.
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 and again January
1998 through February 1998. From 1973 to 1988, Mr. Clifford was
general sales manager of ADCO. Mr. Clifford has over 25 years
experience in the medical supply industry and possesses substantial
experience in medical warehousing, purchasing, sales and sales
management.
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. Mr. Anton's term as a director expires at the annual
meeting and he is not running for re-election. He is also
resigning as an employee of the Company effective September 1998.
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.
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.
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,
1995, 1996 and 1997 and the one executive officer who received
compensation exceeding $100,000 for the fiscal year ended December
1997.
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation Awards
(a) (b) (c) (e) (g)
Name and Principal Year Salary($) Other Annual Securities
Position Compensation($) Underlying
Options/SARS (#)
Samuel Nyer,
Chief Executive Officer 1997 $125,000 $ 4,20011 0/0
1996 $ 86,538 $ 4,20011 0/0
1995 $ 75,00012 $ 4,20011 90,00013/0
Doyle W. Boatwright,
President
Nyer Nutritional
Systems, Inc.
1997 $119,995 $ 7,32011 12,00014/0
11 Consists of automobile and automobile insurance allowance.
12 Includes $1,750 accrued in 1995 and paid in 1996.
13 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
all options are vested. Mr. Nyer exercised 50,000 of these options in
August 1996.
14 Consists of shares of common stock underlying options exercisable at $5.00
per share granted in April 1997 pursuant to the Plan of which 6,000 options
are vested.
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. The Plan
was amended in April 1997 to provide that 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 agreement
also granted him 1,000 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 his obligations under the
agreement. 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.
The agreement will not be renewed.
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 receives a base annual salary of $120,000; he is
entitled to receive an incentive bonus of 10% of NNS' net pretax
income so long as its net income exceeds $250,000 during any year
during the term of the agreement. NNS has lost money since
inception. Mr. Boatwright also receives reimbursement for his
automobile expenses to a maximum of approximately $7,300 per year.
NNS also maintains a marketing office for Mr. Boatwright located in
Phoenix, Arizona.
Effective August 5, 1996, Eaton, an 80%-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. The agreement is automatically
renewable at Mr. Dumouchel's sole option for an additional five-
year term. The 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 automobile 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 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:
Option Grants of Nominees to Board
Exercise Price
Name Date of Grant Number Per Share
Doyle W. Boatwright 04/28/97 12,000 $ 5.00
David P. Dumouchel 04/28/97 12,000 $ 5.00
Kenneth L. Nyer, M.D. 07/21/93 12,000 $ 4.62
09/30/96 12,000 $16.75
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 1,000 shares of Series I Class B Preferred Stock. Each share
of Preferred Stock carries 2,000 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 a
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".
Prior to 1991, the Company and Nyle each engaged in inter-
company loans. At June 30, 1998, the Company was owed $32,991 by
Nyle. Nyle pays the Company principal and interest of 9% per annum
on an infrequent basis. The Company is currently subject to a
provision of the Florida General Corporation Law which restricts
loans to affiliated parties and therefore the Company has not lent
any further sums to its affiliates.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best of the Company's knowledge based solely on a
review of Forms 3, 4 and 5 and amendments thereto, all Forms 3 and
5 have been filed as required in calendar 1997 with the Securities
and Exchange Commission. However in calendar 1996 Messrs. Anton,
Lewis, Parker and Striar and Dr. Nyer failed to timely file
required Form 4s in connection with three, one, two, one and one
transactions, respectively, and accordingly filed Form 5s in
calendar 1997.
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, 1998 subject to shareholder
approval. Unless directed to vote no, proxies being solicited will
be voted in favor of the ratification of Coopers. Coopers acted as
auditors for the Company for the fiscal year ended December 31,
1997. 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 1998 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 1999 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, 1998.
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
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 10, 1998, at 10:00 a.m. for the following
purposes:
(1) To elect directors to serve on the board of directors of the
Company until the Company's next annual meeting.
(2) To ratify the appointment of Coopers & Lybrand as independent
auditors for the fiscal year ending December 31, 1998.
(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
10, 1998 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 10, 1998 By Order of the Board of Directors
By: Samuel Nyer, Secretary
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
NYER MEDICAL GROUP, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON AUGUST 10, 1998
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 10, 1998 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
10, 1998 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 2001:
Name Yes No
a) Kenneth Nyer, M.D. ________ _______
b) Doyle Boatwright ________ _______
c) David Dumouchel ________ _______
2. I hereby ratify the appointment of Coopers & Lybrand, independent auditors
for the fiscal year ended December 31, 1998.
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).
If no direction is indicated, this Proxy will be voted as
recommended by the board of directors for all proposals.
Dated: , 1998
Signature of Shareholder Typed or Printed Name of
Shareholder
Number of Shares Owned
