<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
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 ss.240.14a-11(c) or ss.240.14a-12
M.H. MEYERSON & 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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------
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 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
M.H. MEYERSON & CO., INC.
Newport Office Tower
525 Washington Boulevard
Jersey City, New Jersey 07310
--------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------------------------
Date: Tuesday, June 22, 1999
Time: 8:00 a.m.
Place: Newport Office Tower
525 Washington Boulevard
Jersey City, New Jersey 07310
Matters to be voted on:
1. Election of two Class II directors.
2. Approval of amendments to our 1993 Employees Stock Option Plan, increasing
the number of shares by 500,000 shares and extending the expiration date of
the Plan to June 21, 2008.
3. Ratification of the appointment of Vincent R. Vassalo, CPA, as our
independent accountant for our fiscal year ending January 31, 2000.
4. Any other matters properly brought before the shareholders at the meeting.
By orders of the Board of Directors,
Michael Silvestri
May 19, 1999 President and Chief Operating Officer
Contents
Page
----
General Information About Voting 3
Proposal No. 1: Election of Directors 6
Proposal No. 2: Approval of Amendments to Employee Stock Option Plan 14
Proposal No. 3: Appointment of Independent Accountants 16
PROXY STATEMENT
Your vote at the annual meeting is important to us. Please vote your shares
of common stock by completing the enclosed proxy card and returning it to us in
the enclosed envelope. This proxy statement has information about the annual
meeting and was prepared by the Company's management for the board of directors.
This proxy statement was first mailed to shareholders on May 20, 1999.
<PAGE>
General Information About Voting
Who can vote?
You can vote your shares of common stock if our records show that you owned
the shares on May 3, 1999. A total of 6,027,335 shares of common stock can vote
at the annual meeting. You get one vote for each share of common stock. The
enclosed proxy card shows the number of shares you can vote.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card to vote on each proposal
to be considered at the annual meeting. Sign and date the proxy card and mail it
back to us in the enclosed envelope. The proxyholders named on the proxy card
will vote your shares as you instruct. If you sign and return the proxy card but
do not vote on a proposal, the proxyholders will vote for you on that proposal.
Unless you instruct otherwise, the proxyholders will vote for both of the two
director nominees and for each of the other proposals to be considered at the
meeting.
What if other matters come up at the annual meeting?
The matters described in this proxy statement are the only matters we know
will be voted on at the annual meeting. If other matters are properly presented
at the meeting, the proxyholders will vote your shares as they see fit.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote
either by giving the Company's secretary a written notice revoking your proxy
card or by signing, dating, and returning to us a new proxy card. We will honor
the proxy card with the latest date.
Can I vote in person at the annual meeting rather than by completing the proxy
card?
Although we encourage you to complete and return the proxy card to ensure
that your vote is counted, you can attend the annual meeting and vote your
shares in person.
What do I do if my shares are held in "street name"?
If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.
How are votes counted?
We will hold the annual meeting if holders of a majority of the shares of
common stock entitled to vote either sign and return their proxy cards or attend
the meeting. If you sign and return your proxy card, your shares will be counted
to determine whether we have a quorum even if you abstain or fail to vote on any
of the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the
nominee by June 12, 1999 how to vote your shares (so-called "broker nonvotes"),
the nominee can vote them as it sees fit only on matters that industry
practice determines to be routine, and not on any other proposal. Banker
nonvotes will be counted as present to determine if a quorum exists but will not
be counted as present and entitled to vote on any nonroutine proposal.
Who pays for this proxy solicitation?
We do. In addition to sending you these materials, some of our employees
may contact you by telephone, by mail, or in person. None of these employees
will receive any extra compensation for doing this. We have not retained any
proxy solicitation firm, so our costs in contacting you will be minimal.
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Stock Ownership
The following table shows the number of shares of common stock beneficially
owned (as of April 7, 1999) by:
o each person who we know beneficially owns more than 5% of the common
stock;
o each director;
o each executive director named in the Executive Compensation Table on
page 12; and
o the directors and executive officers as a group.
Unless otherwise stated, the persons named in the table have sole voting
and investment power with respect to all common stock shown as beneficially
owned by them. This information is based upon 5,527,335 outstanding shares of
common stock and presently exercisable options to acquire 1,060,000 shares of
common stock held by the persons noted:
Common Stock
Name and Address Beneficially Owned Percent of Class
- ---------------- ------------------ ----------------
Martin H. Meyerson 2,465,190 44.657%
Michael Silvestri 130,000 2.339%
Kenneth J. Koock 399,625 7.448%
Jeffrey E. Meyerson 130,000 2.298%
Eugene M. Whitehouse 75,000 1.350%
Bertram Siegel 80,000 1.427%
Martin Leventhal 75,000 1.339%
Alfred Duncan 15,000 0.271%
All executive officers and
directors as a group (8 people) 3,369,815 51.156%
Unless otherwise stated, the business address of each of the named individuals
in this table is c/o M.H. Meyerson & Co., Inc., 525 Washington Boulevard, Jersey
City, New Jersey 07310.
The following table sets forth opposite the name of each of the following
people, the number of shares of our common stock which that person has the right
to acquire upon exercise of currently outstanding and exercisable stock
options. These shares are included in the shares shown as beneficially owned by
such persons in the table above:
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Name Option Shares
---- -------------
Martin H. Meyerson 430,000
Michael Silvestri 30,000
Kenneth J. Koock 275,000
Jeffrey E. Meyerson 130,000
Eugene M. Whitehouse 25,000
Bertram Siegel 80,000
Martin Leventhal 75,000
Alfred Duncan 15,000
5
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PROPOSAL NO. 1
Election of Directors
Under the Company's Certificate of Incorporation, the Board of Directors is
divided into three classes, with the number of directors in each class fixed by
the Board of Directors, and with the term of office of one class expiring each
year. There are presently eight Board members, two in the class holding office
until the Annual Meeting, three in the class holding office until the next
succeeding Annual Meeting, and three in the class holding office until the
second succeeding Annual Meeting.
Messrs. Kenneth J. Koock and Martin Leventhal, management's nominees for
Class II Directors, are now serving as Class II Directors.
Unless otherwise indicated on a proxy, the proxy holders intend to vote the
shares of Common Stock for which they hold proxies "FOR" the election of Kenneth
J. Koock and Martin Leventhal as Class II Directors. Each of such persons has
consented to being named as a nominee in this Proxy Statement and to serve as a
Class II Director if elected.
The Board has no nominating committee. The nominees for Class II Directors
were selected by the entire Board of Directors. At the Meeting, shareholders may
make nominations for Class II Directors.
The votes applicable to the shares represented by proxies in the
accompanying form will be cast in favor of Messrs. Koock and Leventhal as
nominees.
Certain information concerning the directors who are being nominated for
reelection at the meeting and the incumbent directors whose terms of office
continue after the Annual Meeting and executive officers of the Company named in
the section "Executive Compensation" and all directors and executive officers as
a group, is set forth below.
While the Board of Directors has no reason to believe that either Messrs.
Koock or Leventhal will not be available as a candidate for election, should
this situation arise, the enclosed proxy may be voted for the election of
another nominee or nominees in the discretion of the persons acting pursuant to
the proxy.
The following persons have been nominated for election as Directors of the
Company as members of the indicated class, to serve for a term of three years:
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Director
Name Age Since Class
---- --- ----- -----
Kenneth J. Koock 56 1993 II
Martin Leventhal, CPA 62 1994 II
All Directors hold office until their terms expire and until their
successors have been elected and qualified.
Information about each Director and nominee for Director is given below.
Martin H. Meyerson, Chairman, Chief Executive Officer and Chief Financial
Officer
Martin H. Meyerson is our Chairman, Chief Executive Officer, Chief
Financial Officer and a director since founding our company in 1960. Mr.
Meyerson also acts as Chairman of our Emeyerson.com Inc. subsidiary. Mr.
Meyerson was also the President and a director of Bio Recovery Technology, Inc.,
a research and development company involved in microbiological and pollution
control products, from 1984 through 1986. He was also the chairman of the board
of Bio Metallics, Inc., a firm also involved in pollution control products, from
1987 through 1990. Mr. Meyerson graduated from Packard College in 1952, majoring
in Business Administration.
Michael Silvestri, President, Chief Operating Officer and Director
Michael Silvestri joined us in 1978 as Manager and Cashier and has been our
President and Chief Operating Officer since 1984. Mr. Silvestri became a
Director in 1993. He has been actively involved in the securities business for
thirty (30) years. His previous experience at Fahnstock & Company enabled him to
expand his operational expertise in all trading areas. He has established new
compliance and accounting procedures for us. Mr. Silvestri received a sociology
and business degree from Brooklyn College in 1974.
Kenneth J. Koock, Vice Chairman and Director
Kenneth J. Koock has been with us since 1977 and became a director in 1993.
Mr. Koock also acts as Vice Chairman of Emeyerson.com Inc. Mr. Koock received
his B.A. degree from Duke University in 1963 and a law degree in 1966 from St.
John's University. He was president of Bio Metallics, Inc. from 1987 through
1990 and is a member of the New York State Bar Association.
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Jeffrey E. Meyerson, Vice President, Foreign Trading and Director
Jeffrey E. Meyerson has been with us since 1987. He became Vice President
of the Foreign Trading Department in 1989 and a Director in 1993. He received an
Economics/Management degree from Ithaca College in 1987. He is the son of our
Chairman.
Eugene M. Whitehouse, Vice President, Controller, Secretary, Treasurer and
Director
Eugene M. Whitehouse has been associated with us since 1983 and became our
Vice President and Controller in 1994, and a director in 1996. He received a
B.B.A. degree from Pace University in 1982, and an M.B.A. from St. Peter's
College with a concentration in MIS in 1994, and a concentration in
International Business in 1997.
Bertram Siegel, Esq., Director
Bertram Siegel became a director in 1994. Mr. Siegel is a partner in the
law firm of Siegel and Siegel, and was a member of the Board of Directors of Bio
Metallics, Inc., from 1987 through 1990. He is a member of the New Jersey and
Bergen County Bar Associations, and received his Juris Doctor degree from
Rutgers, the State University of New Jersey in 1963.
Martin Leventhal, CPA, Director
Martin Leventhal graduated from Brooklyn College in 1958 and became a
Certified Public Accountant in 1963. He became a director in 1994. With the
exception of time spent in military service, he has been actively involved in
public accounting since his graduation. In 1971, he founded the firm most
recently known as Martin Leventhal & Company, a CPA firm with approximately 25
employees. In 1997 Martin Leventhal & Company merged with Weinick, Sanders & Co.
to form Weinick, Sanders, Leventhal & Co., LLP, with approximately 100
employees, of which Mr. Leventhal is the executive partner. He is a member of
the American Institute of Certified Public Accountants and the New York Society
of Certified Public Accountants, for which he served on numerous committees. He
has also held a principal's license in the securities industry.
Alfred T. Duncan, Director
Alfred T. Duncan has been an independent management consultant since 1992,
specializing in financial management for small growth firms. He became a
director in 1997. Prior to 1992, he held numerous senior positions with
Commodore International, Ltd. including General Manager of Latin America and
Eastern Europe (1990-1991) and General Manager of U. S. operations (1987-1990).
He was President and Chief Executive Officer of Victor Technologies (1986-1987)
and has held financial management positions with A. M. International, Abbott
Laboratories, First National Bank of Chicago, and Ford Motor Company. He is
currently Executive Vice President and Chief Financial Officer of On Site
Sourcing Inc. He received an
8
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M.B.A. degree from Harvard University in 1972 and a B.S.C.E. degree from Duke
University in 1965.
Certain Relationships and Related Transactions
We pay maintenance charges for space in Aventura, Florida, under an
agreement with our Chairman, who owns the property. This space is primarily used
for entertainment and investment banking purposes. The total maintenance charges
for the years ending January 31, 1999 and 1998 were $10,440 and $10,440,
respectively. We also pay rent for space in New York City, New York, which is
leased in the name of our Chairman. This property is also used primarily for
entertainment and investment banking. The total rent paid on this space for the
years ended January 31, 1999 and 1998 were $35,315 and $31,310, respectively.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers, Directors and persons who own more than ten
percent of a registered class of the Company's equity securities ("Reporting
Persons") to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission (the "SEC") and the National
Association of Securities Dealers, Inc. (the "NASD"). These Reporting Persons
are required by SEC regulation to furnish us with copies of all Forms 3, 4 and 5
they file with the SEC and NASD. Based solely on our review of the copies of the
forms we have received, we believe that all Reporting Persons complied on a
timely basis with all filing requirements applicable to them with respect to
transactions during fiscal year 1999.
Committees of the Board and Other Information. The board of directors has
one committee, the audit committee.
Audit Committee
The Audit Committee consists of Messrs. Silvestri, Siegel and Duncan. The
functions of the Audit Committee are to recommend to the Board of Directors the
selection, retention, or termination of our independent accountants; determine
through consultation with management the appropriateness of the scope of the
various professional services provided by the independent accountants, and
consider the possible effect of the performance of such services on the
independence of the accountants; review the arrangements and the proposed
overall scope of the annual audit with management and the independent
accountants; discuss matters of concern to the Audit Committee with the
independent accountants and management relating to the annual financial
statements and results of the audit; obtain from management, the independent
accountants and the Chief Financial Officer their separate opinions as to the
adequacy of our system of internal accounting control; review with management
and the independent accountants the recommendations made by the accountants with
respect to changes in accounting procedures and internal accounting control;
discuss with management any concerns the Committee may have
9
<PAGE>
with regard to our business practices; hold regularly scheduled meetings,
separately and jointly, with representatives of management, the independent
accountants, and the Chief Financial Officer to make inquiries into and discuss
their activities; and review the overall activities of our internal auditors.
The board of directors had three meetings during the year ended January 31,
1999. No director was absent from more than one meeting. There is no separate
Compensation Committee but the Board of Directors, acting as a whole, fills this
function.
Directors receive 5,000 options to purchase shares of our Common Stock
annually. Outside Directors are compensated $300 for each meeting of the Board
of Directors he attends. Inside Directors have waived their right to be
compensated for attending meetings of the Board of Directors.
Executive Compensation
The following report and the performance graph on page 13 do not constitute
soliciting materials and are not considered filed or incorporated by reference
into any other of our filings under the Securities Act of 1993 or the Securities
Exchange Act of 1934, unless we state otherwise.
Report of the Compensation Committee
Compensation Policies. The principal goal of our compensation program as
administered by the Board of Directors is to help us attract, motivate and
retain the executive talent required to develop and achieve our strategic and
operating goals with a view to maximizing shareholder value. The key elements of
this program and the objectives of each element are as follows:
Base Salary. Base salaries paid to our executive officers are intended to
be competitive with those paid to executives holding comparable positions in the
marketplace. Individual performance and our performance are considered when
setting salaries within the range for each position. Annual reviews are held and
adjustments are made based on attainment of individual goals in a manner
consistent with operating and financial performance.
Bonuses. Annual cash bonuses are intended to motivate performance by
creating the potential to earn annual incentive awards that are contingent upon
personal and business performance. We set goals of revenue and profitability for
each group.
Long Term Incentives. We provide our executive officers with long-term
incentive compensation through grants of stock options our stock option plan.
The grant of stock option aligns the executive's interests with those of our
stockholders by providing the executive with an opportunity to purchase and
maintain an equity interest in our stock and to share in the appreciation of its
value Stock. In fiscal 1999, options to purchase an aggregate of 100,000
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shares of our Common Stock were granted to our executive officers other than the
Chief Executive Officer. Each of these options vested at grant.
CEO's Compensation. As discussed in the Executive Compensation Table, Mr.
Meyerson received a base salary of $512,500 for fiscal 1999 but did not receive
a bonus. During the third quarter of Fiscal 1999, when securities markets were
in dislocation and our operations were under pressure, Mr. Meyerson voluntarily,
on a temporary basis, reduced his base salary, as part of a company wide cost
reduction program. In the absence of these special circumstances, the factors
involved in determining our CEO's compensation are our revenues and profits, his
lengthy experience and business acumen, his responsibilities, and the efforts
exerted by him in performance of his duties.
Reported upon by the Board of Directors:
Martin H. Meyerson Eugene M. Whitehouse
Kenneth J. Koock Bertram Siegel
Michael Silvestri Martin Leventhal
Jeffrey E. Meyerson Alfred T. Duncan
Employment Agreements
We have employment agreements with Martin H. Meyerson and Michael
Silvestri. The agreements provide for base annual compensation of $600,000 and
$200,000 respectively, plus certain incentive compensation. The agreements
expire on October, 1999 and are automatically renewable for periods of one (1)
years. In the event we terminate without cause the employment of either Mr.
Meyerson or Mr. Silvestri (except by causing non-renewal of their employment
agreement), they would receive a severance payment equal to one year's base
salary plus accrued benefits and incentive compensation.
Internal Revenue Code Limits
Section 162(a) of the Internal Revenue Code disallows a tax deduction to
public corporations for compensation over $1,000,000 paid for any fiscal year to
the corporation's chief executive officer or to any of the four other most
highly compensated executive officers. The statute exempts qualifying
performance-based compensation from the deduction limit if certain requirements
are met. The Committee currently intends to structure its executive-compensation
packages to meet these requirements.
The following table sets forth as of the years ended January 31, 1999, 1998
and 1997 the compensation we paid for services rendered in all capacities to all
executive officers whose cash compensation exceeded $100,000 during these years:
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<TABLE>
<CAPTION>
Long Term
Compensation
------------
Securities
Fiscal Salary Bonus Underlying
Name and Principal Position Year Options/SARS(#)
<S> <C> <C> <C> <C>
Martin H. Meyerson, Chairman....................... 1999 $ 512,500 -- --
1998 600,000 -- 15,000
1997 600,000 $200,000 5,000
Kenneth J. Koock, Vice Chairman.................... 1999 434,800 -- --
1998 574,800 -- 10,000
1997 1,448,800 -- 255,000
Michael Silvestri, President and Chief
Operating Officer......................... 1999 225,018 100,000 115,000
1998 215,018 -- 5,000
1997 270,111 100,000 5,000
</TABLE>
This table does not specify "other compensation" since it is less than 10% of
the total salary and bonus reported for each officer. Mr. Koock does not receive
a base salary. His compensation is based on commissions earned. Mr. Silvestri
earns compensation based on commissions earned in addition to his contracted
salary and incentive amounts.
Option Grants in Last Fiscal Year
The following table contains information concerning options granted to
executive officers named in the Summary Compensation Table during the fiscal
year ended January 31, 1999:
<TABLE>
<CAPTION>
Potential realizable
Number of % of Total Value at Assumed
Securities Options annual Rates of
Underlying Granted to Stock Price
Options Employees Exercise Price Expiration Appreciation for
Granted (#) in Fiscal Year ($/sh) Date Option Term
----------- -------------- ------ ---- ----- ------
5%($) 10%($)
----- ------
<S> <C> <C> <C> <C> <C> <C>
Michael Silvestri 15,000 2.636 $1.96875 6/9/03 8,163.75 18,033.75
100,000 17.543 1.375 8/4/03 38,000.00 83,900.00
</TABLE>
The options granted to Mr. Silvestri became exercisable in June and August 1998,
respectively. In accordance with SEC rules, the last two columns shows gains
that might exist for the respective options, assuming the market price of our
common stock appreciates from the date of grant over a period of five years (the
end of the option term) at the annualized rates of five and ten percent,
respectively. If the stock price does not increase above the exercise price at
the time of exercise, realized value to the named executives from these options
will be zero.
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Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
No options were exercised by any executive officer named in the Summary
Compensation Table during the fiscal year ended January 31, 1999. The following
table contains information concerning the number and value, at January 31, 1999,
of unexercised options held by executive officers named in the Summary
Compensation Table:
<TABLE>
<CAPTION>
[This table represents the difference between
the exercise price of the outstanding options
and the estimated market price of the
Common Stock on January 29, 1999 of
$2.3125 per share.]
Number of Shares Underlying Unexercised Value of Unexercised In-the Money
Options at FY-End(#) Options at FY-End
Name (Exercisable /Unexercisable) (Exercisable /Unexercisable)
- ---- ---------------------------- ----------------------------
<S> <C> <C>
Martin H. Meyerson 430,000/0 $275,625/0
Kenneth J. Koock 275,000/0 $23,437/0
Michael Silvestri 130,000/0 $99,843/0
Share Performance Graph
The following graph shows changes over the past five year period ending January
31, 1999 of $100 invested in: (1) the Nasdaq Stock Market, (2) The Nasdaq
Financial Stocks, and (3) our Common Stock.
[The following table was depicted as a line graph in the printed materials.]
Nasdaq Nasdaq
M.H. Meyerson Stock Market Financial Stocks
------------- ------------ ----------------
1994 $100 $100 $100
1995 17.021 95.414 101.052
1996 34.043 134.843 143.072
1997 69.149 176.735 190.173
1998 62.766 208.582 268.016
1999 39.362 326.274 268.172
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PROPOSAL NO. 2
Approval of Amendments to the 1993 Employees Stock Option Plan
At the annual meeting, you will be asked to vote to approve two amendments
to our 1993 Employees Stock Option Plan which:
o increase the number of shares covered by this Plan from 2,500,000
shares to 3,000,000 shares, an increase of 500,000 shares; and
o extend the term of the Plan from its current expiration date of
October 1, 2003 to an expiration date of June 21, 2008.
We recommend that you vote in favor of these amendments. The amendments
were adopted by our directors on May 11, 1999.
Vote Required. If a majority of the shares of common stock entitled to vote
at the meeting are voted for these amendments to the 1993 Employees Stock Option
Plan, the amendments will be approved.
Summary of the Plan. Here is a summary of the significant terms of the
Plan, including the two amendments described thereto:
Amendments:
Total Number of
Shares Covered.............. 3,000,000 (increased from 2,500,000).
Term of Plan................... The Plan will expire on June 21, 2008, unless
we terminate it earlier. Prior to this
amendment, the Plan was scheduled to
terminate October 1, 2003.
Other Plan Provisions:
Administration................. The Board of Directors administers the Plan.
Eligible Persons............... Officers and other key employees of the
Company, directors, consultants and
independent contractors.
Exercise Price................. The fair market value on the date of grant;
generally this is the closing price of our
common stock on the date we grant the
option.
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Terms of Options.............. Generally 10 years, but could be a shorter
period.
Vesting of Options............ Options will generally vest over the term
provided in the grant.
Exercise of Options........... The holder of an option can choose to pay the
exercise price of the option in cash, with our
common stock (valued at the closing price of
the common stock on the exercise date) or,
with the permission of the board of directors,
with funds borrowed from us.
Transferability............... Non-transferable by holder during lifetime.
General Discussion. As of January 31, 1999, 1,993,000 options have been
granted under the Plan, 107,000 have been exercised, and 1,886,000 are
outstanding. The outstanding options have exercise prices from $1.00 to $3.50
per share.
Stock options are a key factor in our efforts to attract new employees and
consultants and to retain and motivate existing employees and consultants. If
these amendments to our 1993 Employees Stock Option Plan are not approved, our
ability to secure the services of new employees and consultants and to retain
and motivate existing personnel will be impaired.
Federal Income Tax Consequences to Option-Holders. All options granted
under the Plan may or may not be "incentive stock options" as defined in Section
422 of the Internal Revenue Code. If the option is an incentive stock option, no
taxable income is recognized by the holder either upon grant of the option or
exercise of the option. If the option is not an incentive stock option then,
when the option is exercised, the option-holder will recognize ordinary income
for tax purposes measured by the excess of the then fair market value of the
shares over the exercise price. When shares are resold by the option-holder, any
difference between the sale price and the exercise price, to the extent not
recognized as ordinary income as provided above, will be treated as capital gain
or loss. We will be entitled to a deduction in the same amount as any ordinary
income recognized by the option-holder.
This is only a summary of the federal income tax consequences of the grant
and exercise of options under the Plan. It is not a complete statement of all
tax consequences. In particular, we have not discussed the income tax laws of
any municipality, state, or foreign country where an optionee resides.
15
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PROPOSAL NO. 3
Ratification of Appointment of Independent Accountants
We have appointed the accounting firm of Vincent R. Vassallo, CPA as our
independent accountants to examine the Company's financial statements for the
year ending January 31, 2000. A resolution to ratify the appointment will be
presented at the annual meeting. A majority of the votes cast must vote in favor
to ratify the appointment. If the shareholders do not ratify the appointment, we
will reconsider our selection of Vincent R. Vassallo, CPA.
We recommend that you vote for ratification of the appointment of Vincent
R. Vassallo, CPA.
Vincent R. Vassallo, CPA examined the Company's financial statements for
1999. A representative of this firm will be at the meeting and available to
answer questions.
Shareholder Proposals for 2000 Annual Meeting
If you want to include a shareholder proposal in the proxy statement for
the 2000 annual meeting, it must be delivered to our secretary at our executive
offices before February 11, 2000.
Other Matters
At the date of mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxyholders see fit.
You can obtain a copy of our Annual Report on Form 10-K for the year ended
January 31, 1999 at no charge by writing to our corporate secretary at Newport
Office Tower, 525 Washington Boulevard, Jersey City, New Jersey 07310.
By order of the Board of Directors,
Michael Silvestri
May 19, 1999 President and Chief Operating Officer
16
<PAGE>
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
M.H. MEYERSON & CO., INC.
June 22, 1999
Please Detach and Mail in the Envelope Provided
- ------------------------------------------------------------------------------
Please mark your
A /X/ votes as in this
example.
1. Election of two Class II directors.
FOR WITHHOLD
/ / / /
Nominees: Kenneth J. Koock
Martin Leventhal
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
2. Approval of amendments to our 1993 Employees Stock Option Plan, increasing
the number of shares by 500,000 shares and extending the expiration date of
the Plan to June 21, 2008.
FOR AGAINST ABSTAIN
/ / / / / /
3. Ratification of the appointment of Vincent R. Vassalo, CPA, as our
independent accountant for our fiscal year ending January 31, 2000.
FOR AGAINST ABSTAIN
/ / / / / /
4. Any other matters properly brought before the shareholders at the meeting.
Please date, sign and return this Proxy Card using the enclosed envelope.
Signature Signature if held jointly Dated: , 1999
------------- ------------- -----
NOTE: (Signature should conform exactly to name on this Proxy. When shares are
held by joint tenants, both should sign. Executors, administrators, guardians,
trustees, attorneys and officers signing for corporations should give full
title.)
<PAGE>
M.H. MEYERSON & CO., INC.
Newport Office Tower
525 Washington Boulevard
Jersey City, New Jersey 07310
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 1999
The undersigned hereby appoints Martin H. Meyerson and Michael
Silvestri, and each of them individually with the power of substitution,
as Proxy or Proxies of the undersigned, to attend and act for on behalf
of the undersigned at the Annual Meeting of Shareholders of M.H.
Meyerson & Co., Inc. (the "Company") to be held at Newport Office Tower,
525 Washington Blvd., Jersey City, New Jersey on Tuesday, June 22, 1999,
at 8:00 a.m., local time and at any adjournment thereof, hereby revoking
any prior Proxy or Proxies.
This Proxy when properly executed will be voted as directed
herein by the undersigned. If no direction is made, shares will be voted
FOR the election of directors named in the Proxy, FOR Proposals 2 and 3
and on any other matters properly brought before the shareholders at the
meeting.
(Continued and to be dated and signed on other side)
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