<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
HI-TECH PHARMACAL CO., INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
HI-TECH PHARMACAL CO., INC.
369 BAYVIEW AVENUE
AMITYVILLE, NEW YORK 11701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 25, 1997
To Hi-Tech Pharmacal Co., Inc. Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hi-Tech
Pharmacal Co., Inc. (the "Company" or "Hi-Tech") will be held on November 25,
1997, at 10:00 a.m., Eastern Standard Time, at Fleet Bank, 300 Broad Hollow
Road, Melville, New York 11747 (the "Meeting"), for the following purposes,
all as more fully described in the accompanying Proxy Statement:
1. To elect Messrs. Bernard Seltzer, David S. Seltzer, Reuben Seltzer,
Martin M. Goldwyn and Yashar Hirshaut, M.D. to the Board of Directors, each
to serve for a term to expire at the 1998 Annual Meeting;
2. To ratify the appointment of Richard A. Eisner & Company, LLP as the
Company's independent auditors for the fiscal year ending April 30, 1998;
and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on October 15, 1997
will be entitled to receive notice of and to vote at the Meeting. A complete
list of stockholders entitled to vote at the Meeting will be maintained at the
offices of the Company for a period of at least ten days prior to the Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE URGE YOU TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD, READ THE ACCOMPANYING PROXY STATEMENT, AND
THEN COMPLETE AND RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE AS SOON
AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
By Order of the Board of Directors,
David S. Seltzer
Secretary, Treasurer, Chief
Operating Officer and Executive Vice
President- Administration
Dated: October 20, 1997
<PAGE>
HI-TECH PHARMACAL CO., INC.
369 BAYVIEW AVENUE
AMITYVILLE, NEW YORK 11701
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 25, 1997
----------------
This Proxy Statement is furnished to stockholders of Hi-Tech Pharmacal Co.,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors of the Company of proxies for use at
its Annual Meeting of Stockholders and any adjournments thereof (the
"Meeting"). The Meeting is scheduled to be held on November 25, 1997, at 10:00
a.m., Eastern Standard Time, at Fleet Bank, 300 Broad Hollow Road, Melville,
New York 11747.
INTRODUCTION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company in connection with the Meeting to be held at Fleet
Bank, 300 Broad Hollow Road, Melville, New York 11747, on November 25, 1997,
at 10:00 a.m., Eastern Standard Time, or any adjournment or adjournments
thereof. This Proxy Statement and the accompanying proxy will first be sent to
stockholders on or about October 20, 1997.
At the Meeting, stockholders will be asked to vote upon: (1) the election of
five directors; (2) the ratification of the Company's independent auditors;
and (3) such other business as may properly come before the Meeting and at any
adjournments thereof.
Each proxy executed and returned by a stockholder may be revoked at any time
thereafter by written revocation, by execution of a written proxy bearing a
later date or by attending the Meeting and voting in person. No such
revocation will be effective, however, with respect to any matter or matters
upon which, prior to such revocation, a vote shall have been cast pursuant to
the authority conferred by such proxy. Where instructions are indicated,
proxies will be voted in accordance therewith. Where no instructions are
indicated, proxies will be voted for the election of the nominees for director
set forth herein and for the other proposals.
The Board of Directors has fixed October 15, 1997 as the record date (the
"Record Date") for the purpose of determining the stockholders entitled to
notice of and to vote at the Meeting. As of such date, there were issued and
outstanding and entitled to vote 4,526,717 shares of the Company's common
stock par value $.01 per share (the "Common Stock"), each such share being
entitled to one vote. A quorum of the stockholders, present in person or by
proxy, consists of the holders of a majority of the outstanding shares.
The cost of solicitation of proxies will be borne by the Company. The Board
of Directors may use the services of the individual directors, officers and
other regular employees of the Company to solicit proxies personally or by
telephone or facsimile and may request brokers, fiduciaries, custodians and
nominees to send proxies, Proxy Statements and other material to their
principals and reimburse them for their out-of-pocket expenses.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
Directors are elected at each Annual Meeting of Stockholders and hold office
until the next Annual Meeting of Stockholders when their respective successors
are duly elected and qualified. The persons named in the enclosed proxy intend
to vote for the election of the five nominees listed below, unless
instructions to the contrary are given therein. All of the nominees are
currently directors.
The five nominees have indicated that they are able and willing to continue
to serve as directors. However, if some unexpected occurrence should require
the substitution of some other person or persons for any one or more of the
nominees, the person or persons voting the proxies will vote for such nominee
or nominees as the Company may select. The affirmative vote of a plurality of
the votes cast at the Annual Meeting is required to elect each nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
Nominees for director:
<TABLE>
<CAPTION>
SERVED AS
POSITION WITH THE COMPANY OR DIRECTOR
NAME PRINCIPAL OCCUPATION FROM
---- ------------------------------- ---------
<C> <S> <C>
Bernard Seltzer.................. Chairman, Chief Executive 1983
Officer and President of the
Company
David S. Seltzer................. Chief Operating Officer, 1992
Secretary, Treasurer and
Executive Vice President-
Administration of the Company
Reuben Seltzer................... Consultant to the Company on 1992
legal matters and special
projects, President of R.M.
Realty Services Inc., an
investment and consulting
company
Martin M. Goldwyn................ Member of the law firm of 1992
Tashlik, Kreutzer & Goldwyn
P.C.
Yashar Hirshaut, M.D. ........... Associate Clinical Professor of 1992
Medicine at Cornell University
Medical College, Research
Professor of Biology at
Yeshiva University, editor-in-
chief of the Professional
Journal of Cancer
Investigation and practicing
medical oncologist
</TABLE>
EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES
The following table sets forth certain information with respect to the
executive officers, directors and significant employees of the Company,
including the nominees for election as director, as of October 20, 1997.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<C> <S>
Bernard Seltzer.................. Chairman of the Board, Chief Executive
Officer and President
David S. Seltzer................. Chief Operating Officer, Executive Vice
President-Administration, Secretary,
Treasurer and Director
Reuben Seltzer................... Director
Elan Bar-Giora................... Executive Vice President-Operations
Arthur S. Goldberg............... Vice President-Finance and Chief Financial
Officer
Martin M. Goldwyn................ Director
Yashar Hirshaut, M.D............. Director
</TABLE>
2
<PAGE>
BERNARD SELTZER, 73, has been Chairman, Chief Executive Officer and President
of the Company since January 1990. From May 1983 to January 1990, Mr. Seltzer
was Vice President of Sales of the Company. Prior thereto, Mr. Seltzer was the
Vice President of Sales and Marketing of Ketchum Laboratories, Inc., a
pharmaceutical manufacturer and the predecessor of the Company.
DAVID S. SELTZER, 37, has been Executive Vice President-Administration since
July 1992, Vice President-Administration and Chief Operating Officer of the
Company since March 1992 and a Director, Secretary and Treasurer since February
1992. From September 1986 to February 1990 Mr. Seltzer was employed as an
account executive. Mr. Seltzer received a B.A. in Economics from Queens College
in 1984. David S. Seltzer is the son of Bernard Seltzer.
REUBEN SELTZER, 41, has been a Director of the Company since April 1992 and
is currently serving as a consultant to the Company on legal matters and
special projects. Mr. Seltzer has been president of R.M. Realty Services Inc.,
an investment and consulting company since May 1988. From May 1983 to May 1988
Mr. Seltzer was a vice president and attorney with Merrill Lynch Hubbard Inc.,
a real estate investment subsidiary of Merrill Lynch and Company. Mr. Seltzer
received a B.A. in Economics from Queens College in 1978, a Juris Doctor from
the Benjamin N. Cardozo School of Law in 1981 and a L.L.M. from the New York
University School of Law in 1987. Reuben Seltzer is the son of Bernard Seltzer.
MARTIN M. GOLDWYN, 45, was elected a Director of the Company in May 1992. Mr.
Goldwyn is a member of the law firm of Tashlik, Kreutzer & Goldwyn P.C. Mr.
Goldwyn received a B.A. in finance from New York University in 1974 and a Juris
Doctor from New York Law School in 1977.
YASHAR HIRSHAUT, M.D., 59, has been a Director of the Company since September
1992. Dr. Hirshaut is a practicing medical oncologist and is currently an
Associate Clinical Professor of Medicine at Cornell University Medical College.
Since July 1986, he has been a Research Professor of Biology at Yeshiva
University. In addition, he has served as editor-in-chief of the Professional
Journal of Cancer Investigation since July 1981. Dr. Hirshaut received a B.A.
from Yeshiva University in 1959 and his medical degree from Albert Einstein
College of Medicine in 1963.
SIGNIFICANT EMPLOYEES
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Gennaro P. Caccavale....... Director of Operations
Michael McConnell.......... Director of Product Development
Gary M. April.............. Divisional Vice President of Sales
Suzanne Fenton............. Director of Compliance
Jesse Kirsh................ Director of Quality Assurance
</TABLE>
DIRECTORS' FEES
For their services on the Board, the Company pays each director a fee of $300
per meeting. Each member of the Board is reimbursed for expenses incurred in
connection with each Board or Committee meeting attended. In addition, each
non-employee director is granted options annually to purchase 3,000 shares of
Common Stock under the Company's 1994 Directors Stock Option Plan.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During Fiscal Year 1997, the Board of Directors held three meetings. In
addition, there were two actions taken by unanimous written consent. Each
director, except for Yashar Hirshaut, M.D., attended at least 75% of the
aggregate of (a) the total number of meetings of the Board of Directors and (b)
the committees on which the director served.
The Board has two committees: the Audit Committee and the Stock Option
Committee.
3
<PAGE>
Audit Committee. The Audit Committee makes recommendations to the Board of
Directors concerning the engagement of a firm of independent public auditors,
reviews with such firm the plans and results of the audit engagement, reviews
the independence of such firm, considers the range of audit and non-audit fees
and reviews the adequacy of the Company's internal controls. In addition, the
Audit Committee meets periodically with the independent auditors and
representatives of management to review accounting activities, financial
control and reporting. The Audit Committee is comprised of Messrs. David S.
Seltzer, Martin M. Goldwyn and Yashar Hirshaut, M.D. and held one meeting
during fiscal 1997.
Stock Option Committee. The Stock Option Committee is responsible for
administering the Company's Stock Option Plan. The Stock Option Committee has
full power to interpret the Plan and to establish and amend rules for its
administration. The Stock Option Committee is also authorized to determine who
from the eligible class of persons shall be granted options and the terms and
provisions of the options. The Stock Option Committee is comprised of Messrs.
Reuben Seltzer and Martin M. Goldwyn and held one meeting during fiscal 1997.
The Board of Directors of the Company is responsible for administering the
Company's 1994 Directors Stock Option Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, and the
rules issued thereunder, the Company's directors and executive officers are
required to file with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. reports of ownership and changes in
ownership of Common Stock and other equity securities of the Company. Copies
of such reports are required to be furnished to the Company. Based solely on
review of the copies of such reports furnished to the Company, or written
representations that no other reports were required, the Company believes
that, during fiscal 1997, all of its executive officers and directors complied
with the requirements of Section 16(a), except for the filing of a Form 5 for
Yashar Hirshaut, M.D. which was not timely filed.
4
<PAGE>
ADDITIONAL INFORMATION
STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of October 20, 1997, by (i) each
executive officer, identified in the Summary Compensation Table below; (ii)
each director and nominee for director; (iii) all executive officers and
directors as a group; and (iv) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of the Company's
Common Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AS
OF
OCTOBER 20, 1997(1)
-----------------------
EXECUTIVE OFFICERS, NUMBER OF PERCENT OF
DIRECTORS AND 5% STOCKHOLDERS SHARES CLASS
----------------------------- ------------ ----------
<S> <C> <C>
Bernard Seltzer..................................... 791,026(2) 16.7%
c/o Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701
David S. Seltzer.................................... 614,796(3) 13.0%
c/o Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701
Reuben Seltzer...................................... 366,138(4) 7.7%
c/o Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701
Arthur S. Goldberg.................................. 33,375(5) *
c/o Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701
Elan Bar-Giora...................................... 42,500(6) *
c/o Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701
Martin M. Goldwyn................................... 14,125(7) *
c/o Tashlik, Kreutzer & Goldwyn P.C.
833 Northern Boulevard
Great Neck, New York 11021
Yashar Hirshaut, M.D................................ 4,250(8) *
c/o Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701
All Directors and Executive Officers as a group (7
persons)......................................... 1,866,210(9) 39.3%
</TABLE>
- --------
* Represents less than 1% of the outstanding shares of Common Stock including
shares issuable to such beneficial owner under options which are presently
exercisable or will become exercisable within 60 days.
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares shown as beneficially owned by such person.
(2) Amount does not include 60,000 shares of Common Stock owned by Mr.
Seltzer's wife, as to which Bernard Seltzer disclaims beneficial ownership.
5
<PAGE>
(3) Amount includes options to purchase 103,125 shares of Common Stock
exercisable within 60 days of October 20, 1997, and 82,406 shares of Common
Stock owned by Mr. Seltzer's wife and children.
(4) Amount includes options to purchase 21,250 shares of Common Stock
exercisable within 60 days of October 20, 1997 and 78,028 shares of Common
Stock owned by Mr. Seltzer's wife and children.
(5) Amount represents options to purchase 33,375 shares of Common Stock
exercisable within 60 days of October 20, 1997.
(6) Amount represents options to purchase 42,500 shares of Common Stock
exercisable within 60 days of October 20, 1997.
(7) Amount represents options to purchase 14,125 shares of Common Stock
exercisable within 60 days of October 20, 1997.
(8) Amount includes options to purchase 4,250 shares of Common Stock
exercisable within 60 days of October 20, 1997.
(9) Amount includes options to purchase 218,625 shares of Common Stock
exercisable within 60 days of October 20, 1997.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid for the year ended April
30, 1997 to (i) the Chief Executive Officer and (ii) the Company's three other
most highly compensated individuals who were serving as officers on April 30,
1997, 1996 and 1995 and whose salary plus bonus exceeded $100,000 for such
years (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITION YEAR ($) ($) (1)($) (#)(2) (3)($)
------------------ ---- ------- ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Seltzer 1997 186,000 16,000 -- 0 3,910
President, Chief 1996 186,000 20,000 -- 0 3,408
Executive Officer 1995 210,000 30,000 -- 0 2,912
David S. Seltzer 1997 186,000 16,000 -- 50,000 3,175
Executive Vice 1996 186,000 25,000 -- 37,500 1,040
President-- 1995 136,500 30,000 -- 37,500 2,231
Administration, Chief
Operating Officer,
Secretary and Treasurer
Elan Bar-Giora 1997 102,000 0 -- 10,000 1,475
Executive Vice 1996 100,000 0 -- 10,000 0
President--Operations 1995 100,000 2,500 -- 5,000 1,090
Arthur S. Goldberg 1997 101,000 0 -- 7,500 0
Vice President of 1996 93,000 0 -- 7,500 0
Finance and Chief 1995 89,000 0 -- 3,000 0
Financial Officer
</TABLE>
- --------
(1) The named executive officers received various perquisites, the cost of
which did not exceed the lesser of $50,000 or 10% of annual salary plus
bonus.
(2) Adjusted to reflect a 3-for-2 stock split declared on November 1, 1993.
(3) Represents the dollar value of the premium paid by the Company during the
fiscal years ended April 30, 1997, 1996 and 1995 with respect to term life
insurance for the benefit of the named executive officer.
6
<PAGE>
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table contains information concerning stock option grants made
to each of the Named Executive Officers in fiscal 1997. No stock appreciation
rights were granted to these individuals during such year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(#)(1)(2) FISCAL YEAR ($/SH) DATE
---- ---------------- ------------- -------- ----------
<S> <C> <C> <C> <C>
Bernard Seltzer.......... 0 0 0 0
David S. Seltzer......... 50,000 37.7% 4.00 1/21/02
Elan Bar-Giora........... 10,000 7.5% 4.00 1/21/07
Arthur S. Goldberg....... 7,500 5.6% 4.00 1/21/07
</TABLE>
- --------
(1) Options granted in fiscal year 1997 are scheduled to vest and become
exercisable in yearly increments of 25% beginning on January 21, 1998, with
full vesting occurring on January 21, 2001. Options expire ten years after
grant under the terms of the Company's Plan.
(2) Granted January 21, 1997.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information concerning option exercises and
option holdings for the fiscal year 1997 with respect to each of the Named
Executive Officers. No Named Executive Officers exercised any options during
such year.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR- AT FISCAL YEAR-END
END (#)(1) ($)(2)
-------------- ----------------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Bernard Seltzer......... 0 0 0/0 0/0
David S. Seltzer........ 0 0 103,125/96,875 0/0
Elan Bar-Giora.......... 0 0 42,500/20,000 0/0
Arthur S. Goldberg...... 0 0 34,125/13,875 0/0
</TABLE>
- --------
(1) Adjusted to reflect a 3-for-2 stock split declared on November 1, 1993.
(2) Amounts reflect the market value of the underlying shares of Common Stock
on April 30, 1997 less the exercise price.
7
<PAGE>
EMPLOYMENT CONTRACTS
Bernard Seltzer and David S. Seltzer serve as President and Chief Executive
Officer and Executive Vice President-Administration, Chief Operating Officer,
Secretary and Treasurer, respectively, of the Company pursuant to employment
agreements, as amended, effective as of May 1, 1992 and expiring April 30,
2000, pursuant to which they have agreed to serve in their respective
capacities. Such employment agreements were modified to provide that the
annual base salary for each of Bernard Seltzer and David Seltzer would be
$186,000 for the fiscal year commencing May 1, 1996 through April 30, 1997.
The increase in annual base salary for each fiscal year thereafter for Bernard
Seltzer and David S. Seltzer is determined by multiplying their respective
annual base salary for the prior fiscal year by the greater of 5% or the
increase in the Consumer Price Index as of May 1 of each such year over the
index as of May 1 of the prior year. Commencing on the sixth year of the
employment agreement, each of the salaries of Bernard Seltzer and David S.
Seltzer will be increased by $50,000. The Board of Directors in its discretion
will determine the annual bonus, if any, to be received by Bernard Seltzer and
David S. Seltzer. The employment agreements also contain standard
confidentiality provisions and a non-compete provision for a term of one year
after the termination of their employment.
Under the employment agreements for each of Bernard Seltzer and David S.
Seltzer, the Company will pay to each person's estate upon his death, his base
salary for a period of twelve (12) months after the end of the month in which
death occurred. In the event of total disability, each will continue to
receive his base salary for the remaining term of his employment agreement. In
addition to base salary, Bernard Seltzer and David S. Seltzer each will be
paid an amount equal to a percentage of the bonus, if any, based on the
portion of such year in which death, total disability or termination of
employment occurred. If termination is for cause, total disability or because
he wrongfully leaves his employment, then, upon such occurrence, the
employment agreement shall be deemed terminated and the Company shall be
released from all obligations.
Arthur S. Goldberg serves as Vice President-Finance and Chief Financial
Officer of the Company pursuant to a three year employment agreement ending on
August 3, 1998. Mr. Goldberg's annual base salary is $85,000 for the period
commencing on August 4, 1995 through August 3, 1998. Such annual salary shall
be adjusted annually, commencing September 1, 1996, by the annual change in
the Consumer Price Index or an agreed upon substitute but no less than 5% per
annum. The Board of Directors in its discretion will determine the annual
bonus, if any, to be received by Mr. Goldberg. Such employment agreement
contains standard confidentiality provisions.
CERTAIN TRANSACTIONS
For the fiscal year ended April 30, 1997, Mr. Reuben Seltzer was engaged by
the Company to provide new business development and legal services. For such
services, Mr. Reuben Seltzer received $61,000. Mr. Reuben Seltzer is a
director of the Company and the son of Mr. Bernard Seltzer, the Company's
President, Chief Executive Officer and Chairman of the Board.
The Company believes that material affiliated transactions between the
Company and its directors, officers, principal stockholders or any affiliates
thereof have been, and will be in the future, on terms no less favorable than
could be obtained from unaffiliated third parties.
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
The Company is asking the stockholders to ratify the appointment of Richard
A. Eisner & Company, LLP as the Company's independent auditors for the fiscal
year ending April 30, 1998.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the Company's and its
stockholders' best interests.
8
<PAGE>
Richard A. Eisner & Company, LLP has audited the Company's financial
statements annually since fiscal 1992. Its representatives will be present at
the Meeting, will have the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF RICHARD A. EISNER & COMPANY, LLP TO SERVE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING APRIL 30, 1998.
OTHER BUSINESS
The Board does not intend to present, and does not have any reason to
believe that others intend to present, any matter of business at the meeting
other than as set forth above. If any other matter should be presented
properly, it is the intention of the persons named as proxies to vote on such
matters in accordance with their judgment.
VOTING PROCEDURES
Directors of the Company must be elected by a plurality of the vote of the
shares of Common Stock present in person or represented by proxy at the
Meeting. Consequently, only shares that are voted in favor of a particular
nominee will be counted toward such nominee's achievement of a plurality.
Shares present at the Meeting that are not voted for a particular nominee or
shares present by proxy where the stockholder properly withheld authority to
vote for such nominee (including broker non-votes) will not be counted toward
such nominee's achievement of a plurality.
With respect to any other matter that may be submitted to the stockholders
for a vote, the affirmative vote of the holders of at least a majority of the
shares of Common Stock present in person or represented by proxy at the
Meeting for a particular matter is required to become effective. With respect
to abstentions, the shares are considered present at the Meeting for the
particular matter, but since they are not affirmative votes for the particular
matter, they will have the same effect as votes against the matter. With
respect to broker votes, the shares are not considered present at the Meeting
for the particular matter as to which the broker withheld authority.
9
<PAGE>
1998 PROPOSALS FOR ANNUAL MEETING
Proposals by stockholders which are intended to be presented at the 1998
Annual Meeting must be received by the Company at its principal executive
offices on or before June 18, 1998.
ANNUAL REPORT
The Company's Annual Report containing audited financial statements for the
fiscal year ended April 30, 1997 accompanies this Proxy Statement. THE COMPANY
WILL SEND TO A STOCKHOLDER, UPON REQUEST WITHOUT CHARGE, A COPY OF THE ANNUAL
REPORT ON FORM 10-KSB (WITHOUT EXHIBITS) FOR THE YEAR ENDED APRIL 30, 1997,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH THE COMPANY HAS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE REQUEST MUST BE
DIRECTED TO THE ATTENTION OF DAVID S. SELTZER, SECRETARY, AT THE ADDRESS OF
THE COMPANY SET FORTH ON THE FIRST PAGE OF THIS PROXY STATEMENT.
By Order of the Board of Directors,
Hi-Tech Pharmacal Co., Inc.
David S. Seltzer
Secretary
Dated: October 20, 1997
10
<PAGE>
Hi-Tech Pharmacal Co., Inc.
Annual Meeting of Stockholders - November 25, 1997
(Solicited on Behalf of the Board of Directors)
PROXY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of Hi-Tech
Pharmacal Co., Inc. (the "Company") constitutes and appoints Bernard Seltzer and
David S. Seltzer or either of them, the attorneys and proxies of the undersigned
with full power of substitution to vote for and in the name, place and stead of
the undersigned at the Annual Meeting of the Stockholders of the Company, to be
held at Fleet Bank, 300 Broad Hollow Road, Melville, New York 11747 on November
25, 1997 at 10:00 A.M., and at any adjournment or adjournments thereof, upon the
following matters (which are more fully described in the accompanying Proxy
Statement).
(1) FOR the election of the following nominees to the Board of Directors
for the ensuing year: Bernard Seltzer, David S. Seltzer, Reuben
Seltzer, Martin M. Goldwyn and Yashar Hirshaut, M.D. [ ] (except as
marked to the contrary below).
WITHHOLD authority to vote for all nominees listed above. [ ]
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(Instruction: To withhold authority to vote for any individual
nominee, write the nominee's name in the space provided above.)
(2) FOR [ ] AGAINST [ ] ABSTAIN [ ] the proposal to ratify the appointment
of Richard A. Eisner & Company, LLP as the Company's independent
auditors for the fiscal year ending April 30, 1998.
(3) In their discretion, upon other matters as may properly come before
the meeting or any adjournments thereof.
UNLESS YOU SPECIFY OTHERWISE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES AS DIRECTORS AND "FOR" ITEM 2.
(Continued and signed on the reverse side)
<PAGE>
A majority of such attorneys and proxies, or their substitutes at the
meeting, or any adjournment or adjournments thereof, may exercise all of the
powers hereby given. Any proxy to vote any of the shares, with respect to which
the undersigned is or would be entitled to vote, heretofore given to any person
or persons other than the persons named above, is revoked.
IN WITNESS WHEREOF, the undersigned has signed and sealed this proxy and
hereby acknowledges receipt of a copy of the notice of such meeting and proxy
statement in reference thereto both dated October 20, 1997.
Dated: 1997
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-----------------------------------
(Stockholder(s) Signature)
(L.S.)
----------------------------
----------------------------
Printed Name of Stockholder
NOTE: Signature should correspond
with name appearing on stock
certificate. When signing in a
fiduciary or representative
capacity, sign full title as such.
Where more than one owner, each
should sign.
