SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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)(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:
|_| 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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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 June 5, 2000 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 decrease the authorized number of shares of IVC common and
preferred stock.
The Board of Directors has fixed the close of business on May 18,
2000 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 May 26, 2000 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,
Freehold, New Jersey E. Joseph Edell
May 22, 2000 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.
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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 June 5, 2000 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 $.08 per share, as of the close of business on
May 18, 2000 (the "Record Date") will be entitled to consider and vote upon the
proposal to approve an amendment to IVC's Certificate of Incorporation to
decrease the number of authorized shares of IVC common and preferred 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 May 22, 2000.
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. 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 decrease the number
of authorized shares of IVC common and preferred stock. 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 2,088,092 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.
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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 May 8, 2000 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) each executive officer
of IVC, and (iv) all officers and directors as a group.
Name and Address of Number of Percentage
Title of Class Beneficial Owner Shares of Class
- -------------- ---------------- ------ --------
Common E. Joseph Edell (1) 669,805 32.1%
c/o IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Common Domenic Golato (2) 13,750 *
c/o IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Common William Lederman (2) 6,250 *
c/o IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Common Michael Durso (2) 17,292 *
c/o IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Common Jesus Febus (2) 13,125 *
c/o IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Common Arthur S. Edell (3) 234,561 11.2%
Channel Towers
511 Channel Towers Drive
Monmouth Beach, NJ 07750
Common Marc Z. Edell (4) 17,100 *
c/o Edell & Associates
1776 On the Green
Morristown, NJ 07962
Common Dr. Mark S. Gold (2) 8,750 *
2002 San Marco Boulevard
Jacksonville, FL 32207
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Name and Address of Number of Percentage
Title of Class Beneficial Owner Shares of Class
- -------------- ---------------- ------ --------
Common Dennis E. Groat (2) 8,750 *
c/o Groat & Associates
411 Lonestar Lane
Lindale, TX 75771
Common Erwin Lehr (2) 5,625 *
156 Clarkin Drive
West Orange, NJ 07052
Common Andrew M. Pinkowski (5) 308,509 14.8%
5725 Southwest Menefee Drive
Portland, OR 97201
Common David Popofsky (2) 8,750 *
c/o Popofsky Advertising
60 Madison Avenue
New York, NY 10010
Common Samuel Potenza 0 *
1733 Bay Boulevard
Pt. Pleasant, NJ 08742
Common I. Alan Hirschfeld (6) 210,288 10.1%
14 Malke Drive
Ocean, NJ 07712
Common All Executive Officers and 1,522,555 72.9%
Directors as a group
(14 persons) (7)
* Less than 1%
(1) Includes 75,177 shares owned by Beverlee Edell, the wife of E. Joseph
Edell. Mr. Edell disclaims beneficial ownership of the shares owned by his
wife.
(2) Represents shares issuable upon exercise of stock options that are
presently exercisable or exercisable within 60 days of the date of this
proxy statement.
(3) Includes 31,250 shares issuable upon exercise of stock options and 187,500
shares owned by the Edell Family Partnership.
(4) Includes 8,750 shares issuable upon exercise of stock options that are
presently exercisable or exercisable within 60 days of this proxy
statement.
(5) Includes 117,981 shares owned by Rita Pinkowski, the wife of Mr.
Pinkowski. Mr. Pinkowski disclaims beneficial ownership of the shares
owned by his wife.
(6) Information as to shares owned by Mr. Hirschfeld is as of May 1, 2000.
Includes 6,250 shares issuable upon exercise of stock options, 22,484
shares owned by Susan H. Hirschfeld, the wife of I. Alan Hirschfeld, 3,900
shares owned by Mr. Hirschfeld's minor children and 15,000 shares
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owned by Two Seas Ventures, a family partnership. Mr. Hirschfeld disclaims
beneficial ownership of the shares owned by his wife and children.
(7) Includes 128,542 shares issuable upon the exercise of stock options held
by all executive officers and directors that are presently exercisable or
exercisable within 60 days of this proxy statement.
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO DECREASE
THE AUTHORIZED SHARES OF IVC COMMON STOCK AND PREFERRED STOCK
On May 15, 2000, the Board of Directors unanimously approved an
amendment to the Company's Certificate of Incorporation to decrease the number
of authorized shares of IVC common stock from 25,000,000 to 4,500,000 shares and
of IVC preferred stock from 2,000,000 to 250,000 shares. The purpose of the
decrease is to lower the Company's Delaware franchise tax. The Company has
outstanding 2,088,092 shares of common stock and no shares of preferred stock,
and believes that the number of authorized shares of common stock and preferred
stock which will be available if this amendment is adopted will be sufficient
for all corporate purposes.
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 4,500,000 shares of
Common Stock of the par value of $0.08 per share and 250,000 shares of
preferred stock of the par value of $0.01 per share."
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 May 8,
2000 was $3.69 per share. As of May 1, 2000, there were 96 holders of record of
the Common Stock.
Required Vote
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. Proxies received in
response to this solicitation will be voted FOR the proposal to amend the
Certificate of Incorporation unless otherwise specified in the proxy.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE IN FAVOR OF THE
AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECREASE THE
NUMBER OF AUTHORIZED SHARES OF IVC COMMON AND PREFERRED STOCK.
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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.
Any proposal of an eligible shareholder intended to be presented at
the next Annual Meeting of Shareholders must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting no
later than September 9, 2000. The proxy or proxies designated by the Company
will have discretionary authority to vote on any matter properly presented by a
shareholder for consideration at the next Annual Meeting of Shareholders but not
submitted for inclusion in the proxy materials for such Meeting unless notice of
the matter is received by the Company not later than October 26, 2000 and
certain other conditions of the applicable rules of the Securities and Exchange
Commission are satisfied.
The Board of Directors of the Company 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 those set forth in the accompanying
Notice of Special Meeting of Shareholders. However, if other matters properly
come before the meeting, it is the intention of the persons named in the
enclosed form of proxy to vote any proxies in accordance with their judgment.
By order of the Board of Directors,
E. Joseph Edell
Chairman of the Board and
Chief Executive Officer
Freehold, New Jersey
May 22, 2000
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IVC INDUSTRIES, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
June 5, 2000
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 June 5, 2000 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.
|_| FOR |_| AGAINST |_| ABSTAIN
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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: _____________, 2000
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Signature
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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.
