<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 Rule 14a-11(c) or Rule 14a-12
IVC INDUSTRIES, 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:
(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:
<PAGE>
[IVC Letterhead]
June 18, 1999
Dear Shareholder:
On behalf of our Board of Directors, I cordially invite you to attend
the IVC Industries, Inc. Special Meeting of Shareholders. The Special Meeting
will be held at 10:00 a.m. on July 8, 1999 at the offices of Rosenman & Colin
LLP, 575 Madison Avenue, New York, New York 10022.
At the Special Meeting, shareholders will be asked to approve an
amendment to IVC's Certificate of Incorporation to effect a one-for-eight
reverse stock split.
Your vote is very important. Please ensure that your shares will be
represented at the meeting by filling in, dating, signing, and returning your
proxy card in the envelope provided even if you plan to attend the Special
Meeting. Sending us your proxy will not prevent you from voting in person at
the Special Meeting should you wish to do so.
On behalf of your Board of Directors, thank you for your continued
support and interest in IVC.
Sincerely,
/s/ E. Joseph Edell
-----------------------------------
E. Joseph Edell
Chairman of the Board and
Chief Executive Officer
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD.
<PAGE>
IVC INDUSTRIES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the Special Meeting of Shareholders of IVC
Industries, Inc. ("IVC"), a Delaware corporation, will be held at 10:00 a.m. on
July 8, 1999 at the offices of Rosenman & Colin LLP, 575 Madison Avenue, New
York, New York 10022, to approve an amendment to IVC's Certificate of
Incorporation to effect a one-for-eight reverse stock split of IVC's issued and
outstanding common stock, par value $.01 per share.
The Board of Directors has fixed the close of business on June 14,
1999 as the record date for the determination of shareholders entitled to
notice of and to vote at the Special Meeting. A complete list of such
shareholders will be available at the offices of Rosenman & Colin LLP, 575
Madison Avenue, New York, New York 10022, on and after June 24, 1999 for
inspection by any shareholder for any proper purpose.
Whether or not you plan to attend the Special Meeting, please fill in,
date, sign and return the enclosed proxy card promptly. A return envelope is
enclosed for your convenience and requires no postage for mailing in the United
States. Any shareholder attending the Special Meeting may vote in person even
if that shareholder has returned a proxy.
By Order of the Board of Directors,
/s/ E. Joseph Edell
-----------------------------------
Freehold, New Jersey E. Joseph Edell
June 18, 1999 Chairman of the Board and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
TO VOTE YOUR SHARES, PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY
CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE
IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE>
IVC INDUSTRIES, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of IVC Industries, Inc. ("IVC" or the
"Company") for use at the Special Meeting of Shareholders of the Company
scheduled to be held at 10:00 a.m. on July 8, 1999 at the offices of Rosenman &
Colin LLP, 575 Madison Avenue, New York, New York 10022, and at any
adjournments or postponements thereof. At the Special Meeting, shareholders of
record of the Company's Common Stock, par value $.01 per share (the "IVC Common
Stock"), as of the close of business on June 14, 1999 (the "Record Date") will
be entitled to consider and vote upon the proposal to approve an amendment to
IVC's Certificate of Incorporation to effect a one-for-eight reverse stock
split of the issued and outstanding shares of IVC Common Stock.
The principal executive offices of IVC are at 500 Halls Mill Road,
Freehold, New Jersey 07728. This Proxy Statement and the form of proxy are
being mailed to shareholders on or about June 18, 1999.
Revocability of Proxies and Voting Proxies
A proxy given by a shareholder may be revoked at any time before the
Special Meeting by giving another proxy bearing a later date, by notifying the
Secretary of the Company in writing of such revocation at any time before the
Special Meeting, or by attending the Special Meeting in person and casting a
ballot. The shares represented by the proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. IVC shareholders vote at the meeting by casting ballots (in person or
by proxy) which are tabulated by a person who is appointed by the Board of
Directors before the meeting to serve as inspector of election at the meeting
and who has executed and verified an oath of office. Abstentions and broker
"non-votes" are included in the determination of the number of shares present
at the Special Meeting for quorum purposes and will have the same effect as
votes against the proposal to amend the Company's Certificate of Incorporation
to effect a one-for-eight reverse stock split of the issued and outstanding
shares of IVC Common Stock. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because
the nominee does not have discretionary voting power with respect to that item
and has not received instructions from the beneficial owner.
If no instructions are indicated on a proxy, the proxy will be voted
FOR the amendment to IVC's Certificate of Incorporation to effect a
one-for-eight reverse stock split. No matters, other than that described
herein, are to be presented at the Special Meeting.
Voting Rights
Only shareholders of record at the close of business on the Record
Date are entitled to notice of and to vote at the Special Meeting. On the
Record Date there were 17,211,540 shares of IVC Common Stock outstanding and
entitled to vote at the Special Meeting. Each shareholder entitled to vote
shall have one vote for each share of IVC Common Stock registered in such
shareholder's name on the books of IVC as of the Record Date.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding shares of
IVC Common Stock beneficially owned as of June 14, 1999 by (i) each person or
group, known to the Company, who beneficially owns more than 5% of the IVC
Common Stock, (ii) each of the Company's directors, (iii) the Company's Chief
Executive Officer, and (iv) all officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address of Number of Percentage
Title of Class Beneficial Owner Shares of Class
-------------- ---------------- --------- --------
<S> <C> <C> <C>
Common E. Joseph Edell (1) 5,356,430 31.1%
c/o IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Common Andrew M. Pinkowski (2) 2,653,062 15.4%
c/o IVC Industries, Inc.
3580 N.E. Broadway
Portland, OR 97232
Common I. Alan Hirschfeld (3) 2,063,689 12.0%
14 Malke Drive
Ocean, NJ 07712
Common Arthur S. Edell (4) 1,851,488 10.7%
c/o IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Common Marc Z. Edell (5) 111,800 *
c/o Edell & Associates
1776 On the Green
Morristown, NJ 07962
Common Dr. Mark S. Gold (5) 45,000 *
2002 San Marco Boulevard
Jacksonville, FL 32207
Common Dennis E. Groat (5) 45,000 *
c/o Groat & Associates
3007 Paxton Knoll
Cincinnati, OH 45208
Common David Popofsky (5) 45,000 *
c/o Popofsky Advertising
60 Madison Avenue
New York, NY 10010
Common Erwin Lehr (6) 20,000 *
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Number of Percentage
Title of Class Beneficial Owner Shares of Class
-------------- ---------------- --------- --------
<S> <C> <C> <C>
156 Clarkin Drive
West Orange, NJ 07052
Common All Executive Officers and Directors 12,182,469 70.8%
as a group (9 persons) (7)
</TABLE>
- -----------------
* Less than 1%
(1) Includes 601,410 shares of IVC Common Stock owned by Beverlee Edell, the
wife of E. Joseph Edell. Mr. Edell disclaims beneficial ownership of the
shares owned by his wife.
(2) Includes 943,845 shares owned by his wife. Mr. Pinkowski disclaims
beneficial ownership of the shares owned by his wife.
(3) Includes 50,000 shares of IVC Common Stock issuable upon exercise of stock
options, 179,868 shares of IVC Common Stock owned by Susan H. Hirschfeld,
the wife of I. Alan Hirschfeld, 31,194 shares of IVC Common Stock owned by
Mr. Hirschfeld's minor children, and 120,000 shares owned by Two Seas
Ventures, a family partnership. Mr. Hirschfeld disclaims beneficial
ownership of the shares owned by his wife and children.
(4) Includes 225,000 shares of IVC Common Stock issuable upon exercise of
stock options and 1,500,000 shares owned by the two Edell Family
Partnerships (750,000 each).
(5) Includes 45,000 shares of IVC Common Stock issuable upon exercise of stock
options.
(6) Represents shares of IVC Common Stock issuable upon exercise of stock
options.
(7) Includes 475,000 shares of IVC Common Stock issuable upon the exercise of
stock options held by all executive officers and directors.
3
<PAGE>
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT A
ONE-FOR-EIGHT REVERSE STOCK SPLIT OF THE IVC COMMON STOCK
On June 14, 1999, the Board of Directors unanimously approved an
amendment to the Company's Certificate of Incorporation to effect a
one-for-eight reverse stock split (the "Reverse Split") of the issued and
outstanding shares of IVC Common Stock. The amendment would increase the par
value of the Common Stock from $0.01 to $0.08 per share, but would not change
the number of authorized shares of IVC Common Stock.
The proposed amendment would amend Article FOURTH of the Company's
Certificate of Incorporation to read in its entirety as follows:
"FOURTH: The Corporation shall have authority to issue 25,000,000
shares of Common Stock of the par value of $0.08 per share and
2,000,000 shares of preferred stock of the par value of $0.01 per
share."
"Simultaneously with the effective date of the filing of this
amendment to the Corporation's Certificate of Incorporation (the
"Effective Date"), each share of common stock, par value $0.01 per
share, of the Corporation issued and outstanding or held as treasury
shares immediately prior to the Effective Date (the "Old Common
Stock") shall automatically and without any action on the part of the
holder thereof, be reclassified and changed into one-eighth of a share
of common stock, par value $0.08 per share, which the Corporation
shall be authorized to issue immediately subsequent to the Effective
Date (the "New Common Stock"), and any fractional interests resulting
from such reclassification will be rounded up to the nearest whole
share. Each holder of a certificate or certificates which immediately
prior to the Effective Date represented outstanding shares of Old
Common Stock (the "Old Certificates") shall, from and after the
Effective Date, be entitled to receive upon surrender of such Old
Certificates to the Corporation's transfer agent for cancellation, a
certificate or certificates (the "New Certificates") representing the
shares of New Common Stock into which the shares of Old Common Stock
formerly represented by such Old Certificates so surrendered are
reclassified under the terms hereof."
Effects of the Reverse Split
If the Reverse Split is approved by the Company's shareholders, the
Reverse Split will become effective on the Effective Date. The Reverse Split
will have the effects set forth in said amendment. All outstanding shares of
Old Common Stock will, without further action on the part of the holders
thereof, be deemed to represent shares of New Common Stock as reclassified to
effect the Reverse Split and accordingly do no need to be replaced.
Consequently, it will not be necessary to submit Old Certificates for exchange.
If the Reverse Split is approved, Old Certificates will be deemed to represent
that number of shares of New Common Stock into which such shares of Old Common
Stock are reclassified. Upon the sale or transfer of shares of Old Common
Stock, New Certificates will be issued by the Company's transfer agent.
The shares of New Common Stock into which the shares of Old Common
Stock are reclassified and changed on the Effective Date will be fully paid and
nonassessable.
4
<PAGE>
If the Reverse Split is effected, the Company will have outstanding
approximately 2,151,442 shares of New Common Stock, replacing 17,211,540 shares
of Old Common Stock. Consummation of the Reverse Split will not alter the
number of authorized shares of the Company's capital stock, which will remain
at 25,000,000 shares of common stock and 2,000,000 shares of preferred stock.
Other than the rounding up of fractional interests, the Reverse Split will not
alter any shareholder's proportionate ownership interest in the Company.
The shareholder's equity accounts of the Company will not change as a
result of the Reverse Split. The Company's aggregate stated capital will not
change because, although one-eighth as many shares of Common Stock will be
issued, the par value of each share of Common Stock after the Reverse Split
will be increased by eight times the pre-Reverse Split amount.
With the possible exception of the additional amount (which should be
de minimis) received by a shareholder in the rounding up process to avoid
fractional shares, the Company believes that the Reverse Split will result in
no gain or loss or realization of taxable income to holders of Common Stock
under existing United States Federal income tax laws, and that the tax basis
and holding period of the Old Common Stock will carry over to the New Common
Stock.
In accordance with the terms of the IVC 1993 Stock Option Plan, the
IVC 1995 Stock Option Plan and the Non-Employee Directors' Stock Option Plan
(the "Plans"), appropriate adjustments will be made in the number of shares of
Common Stock covered by outstanding option grants and reserved for issuance
pursuant to the Plans and the exercise price of outstanding option grants.
Shares reserved for issuance pursuant to outstanding options granted under the
Plans will be divided by eight and the exercise price per share will be
multiplied by eight.
Market for the IVC Common Stock
IVC Common Stock trades on the National Association of Securities
Dealers Automated Quotation (NASDAQ) Small-Cap Market System under the symbol
"IVCO." The last reported traded price of the Common Stock which occurred June
14, 1999 was $.75 per share. As of June 14, 1999, there were 116 holders of
record of the Common Stock.
Purposes of the Proposed Reverse Split
The Board of Directors unanimously approved the amendment to the
Company's Certificate of Incorporation to effect the Reverse Split in order to
ensure the continued inclusion of the IVC Common Stock in NASDAQ, and is of the
opinion that the low price per share of the IVC Common Stock diminishes the
effective marketability of such Stock because of the reluctance of many
brokerage firms to recommend lower-priced stocks to their clients.
Additionally, the policies and practices of a number of brokerage firms tend to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of such policies and practices pertain to the payment of brokers'
commissions and to time consuming procedures that operate to make the handling
of lower-priced stocks unattractive to brokers from an economic perspective.
The foregoing factors adversely affect the price and liquidity of the IVC
Common Stock.
The Board of Directors is hopeful that the decrease in the number of
shares of IVC Common Stock outstanding as a consequence of the proposed Reverse
Split, and the anticipated corresponding increased price per share will
stimulate interest in the IVC Common Stock and possibly promote greater
liquidity for the Company's shareholders with respect to those shares held by
them.
5
<PAGE>
However, there can be no assurance that the proposed Reverse Split will achieve
any of these desired results, nor can there be any assurance that the price per
share of the IVC Common Stock immediately after the proposed Reverse Split will
increase proportionately with the Reverse Split, that any increase can be
sustained for any period of time, or that the market price of the IVC Common
Stock will exceed or remain in excess of current market prices. In addition,
the Reverse Split may have the effect of creating odd lots of stock for some
shareholders and such odd lots may be more difficult to sell or have higher
brokerage commissions associated with the sale of such odd lots.
The affirmative vote of the holders of a majority of the outstanding
shares of IVC Common Stock entitled to vote thereon is necessary for approval
of the amendment of the Company's Certificate of Incorporation to effect a
one-for-eight reverse split of the issued and outstanding shares of IVC Common
Stock. Proxies received in response to this solicitation will be voted FOR the
proposal to amend the Certificate of Incorporation to effect a one-for-eight
reverse split of the issued and outstanding shares of IVC Common Stock, unless
otherwise specified in the proxy.
Under Delaware law, shareholders are not entitled to dissenter's
rights of appraisal with respect to the proposal to effect the Reverse Split.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE IN FAVOR OF THE
AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO EFFECT A
ONE-FOR-EIGHT REVERSE SPLIT OF THE COMPANY'S ISSUED AND OUTSTANDING SHARES OF
IVC COMMON STOCK.
6
<PAGE>
MISCELLANEOUS
The Company will bear the cost of preparing, assembling and mailing
the enclosed form of proxy, this Proxy Statement and other material which may
be sent to shareholders in connection with this solicitation. Solicitation may
be made by mail, telephone, telegraph and personal interview. The Company may
reimburse persons holding shares in their names or in the names of nominees for
their expense in sending proxies and proxy material to their principals.
By order of the Board of Directors,
/s/ E. Joseph Edell
-----------------------------------
E. Joseph Edell
Chairman of the Board and
Chief Executive Officer
Freehold, New Jersey
June 18, 1999
7
<PAGE>
IVC INDUSTRIES, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
July 8, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints EDWARD COHEN and JOSE IGNACIO
LUZARRAGA, attorneys and proxies, with power of substitution and revocation, to
vote, as designated below, all shares of IVC Common Stock which the undersigned
is entitled to vote, with all powers which the undersigned would possess if
personally present, at the Special Meeting of Shareholders (including all
adjournments thereof) of IVC INDUSTRIES, INC. to be held on July 8, 1999 at
10:00 A.M. at the offices of Rosenman & Colin LLP, 575 Madison Avenue, New
York, New York 10022. The Board of Directors recommends a vote FOR the
proposal.
APPROVAL of the amendment to IVC's Certificate of Incorporation to effect a
one-for-eight reverse stock split.
|_| FOR |_| AGAINST |_| ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is given, this
proxy will be voted FOR the proposal and in the discretion of said proxy on any
other matter which may come before the meeting or any adjournments thereof.
Dated: ,
-------------- --------
-----------------------------------------
Signature
-----------------------------------------
Signature, if held jointly
NOTE: When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, custodian, guardian or corporate
officer, please give your full title as such. If a corporation, please sign
full corporate name by authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE FILL IN, DATE, SIGN AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
