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 (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
|X| Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
| | Definitive Additional Materials
| | Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
KIRLIN HOLDING CORP.
- -------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| 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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__________
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
KIRLIN HOLDING CORP.
6901 Jericho Turnpike
Syosset, New York 11791
________________________
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
_________________________
June 20, 1997
_________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
("Annual Meeting") of Kirlin Holding Corp. ("Company") will be held at the
offices of the Company at 6901 Jericho Turnpike, Syosset, New York on June 20,
1997, at 11:00 a.m., for the following purposes, all as more fully described in
the attached Proxy Statement:
1. To elect one director to serve for the ensuing three-year period and
until his successor is elected and qualified; and
2. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on April
25, 1997, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting or any adjournment thereof.
You are earnestly requested to date, sign and return the
accompanying form of proxy in the envelope enclosed for that purpose (to which
no postage need be affixed if mailed in the United States) whether or not you
expect to attend the meeting in person. The proxy is revocable by you at any
time prior to its exercise and will not affect your right to vote in person in
the event you attend the meeting or any adjournment thereof. The prompt return
of the proxy will be of assistance in preparing for the meeting and your
cooperation in this respect will be appreciated.
By Order of the Board of Directors
Robert A. Paduano, Secretary
Syosset, New York
May 7, 1997
<PAGE>
KIRLIN HOLDING CORP.
___________________
PROXY STATEMENT
___________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 1997
___________________
This Proxy Statement and the accompanying form of proxy is
furnished to stockholders of Kirlin Holding Corp. ("Company") in connection with
the solicitation of proxies, in the accompanying form, by the Board of Directors
of the Company for use in voting at the Annual Meeting of Stockholders to be
held at the offices of the Company, 6901 Jericho Turnpike, Syosset, New York on
June 20, 1997, at 11:00 a.m., and at any and all adjournments thereof. Any proxy
given pursuant to this solicitation may be revoked by the person giving it by
giving notice to the Secretary of the Company in person, or by written
notification actually received by the Secretary, at any time prior to its being
exercised. Unless otherwise specified in the proxy, shares represented by
proxies will be voted for the election of the nominee listed herein.
The Company's executive offices are located at 6901 Jericho
Turnpike, Syosset, New York 11791. On or about May 7, 1997, this Proxy Statement
and the accompanying form of proxy, together with a copy of the Annual Report of
the Company for the fiscal year ended December 31, 1996, are to be mailed to
each stockholder of record at the close of business on April 25, 1997.
VOTING SECURITIES
The Board of Directors has fixed the close of business on April
25, 1997, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting. Only stockholders of record at
the close of business on that date will be entitled to vote at the Annual
Meeting or any and all adjournments thereof. As of April 25, 1997, the Company
had issued and outstanding 1,302,330 shares of Common Stock, the Company's only
class of voting securities outstanding. Each stockholder of the Company will be
entitled to one vote for each share of Common Stock registered in his name on
the record date. The presence, in person or by proxy, of a majority of all of
the outstanding shares of Common Stock constitutes a quorum at the Annual
Meeting. Proxies relating to "street name" shares that are returned to the
Company but marked by brokers as "not voted" will be treated as shares present
for purposes of determining the presence of a quorum on all matters but will not
be treated as shares entitled to vote on the matter as to which authority to
vote is withheld by the broker ("broker non-votes"). The election of directors
requires a plurality vote of those shares voted at the Annual Meeting with
respect to the election of directors. "Plurality" means that the individuals who
receive the largest number of votes cast "FOR" are elected as directors.
Consequently, any shares not voted "FOR" a particular nominee (whether as a
result of a direction to withhold authority or a broker non- vote) will not be
counted in such nominee's favor. All other matters to be voted on will be
decided by the affirmative vote of a majority of the shares present or
represented at the Annual Meeting and entitled to vote. On any such matter, an
abstention will have the same effect as a negative vote, but because shares held
by brokers will not be considered entitled to vote on matters as to which the
brokers withhold authority, a broker non-vote will have no effect on the vote.
<PAGE>
The following table sets forth certain information as of April
25, 1997, with respect to (i) those persons or groups known to the Company to
beneficially own more than 5% of the Company's Common Stock, (ii) each director
and nominee, (iii) each executive officer whose compensation exceeded $100,000
in fiscal 1996, and (iv) all directors and executive officers as a group. The
information is determined in accordance with Rule 13d-3 promulgated under the
Securities Exchange Act of 1934 based upon information furnished by the persons
listed or contained in filings made by them with the Securities and Exchange
Commission. Except as indicated below, the stockholders listed possess sole
voting and investment power with respect to their shares.
<TABLE>
<CAPTION>
Account and Nature of Percent
Name of Beneficial Owner(1) Beneficial Ownership of Class
- ------------------------ -------------------- --------
<S> <C> <C>
David O. Lindner.......................................................... 391,046(2) 28.8%
Anthony J. Kirincic....................................................... 391,046(2) 28.8%
Robert A. Paduano......................................................... 96,046(2)(3) 7.1%
Edward J. Casey........................................................... 3,250(4) *
All Executive Officers and Directors as a Group (5 persons)............... 881,388(5) 59.8%
- ---------------------------------
<FN>
* Less than 1%.
(1) The business address of each beneficial owner other than Mr. Casey is 6901
Jericho Turnpike, Syosset, New York 11791. Mr. Casey's business is 444
South flower Street, Los Angeles, California 90071.
(2) Includes 56,046 shares of Common Stock issuable to such person upon
exercise of options which are currently exercisable.
(3) Includes an aggregate of 12,000 shares of Common Stock held by three trusts
established for the benefit of Mr. Paduano's children for which he serves
as co-trustee.
(4) Includes 2,500 shares of Common Stock issuable to Mr. Casey upon exercise
of options which are currently exercisable.
(5) Includes an aggregate of 170,638 shares of Common Stock issuable to the
executive officers of the Company upon exercise of options which are
currently exercisable.
</FN>
</TABLE>
PROPOSAL I: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each of
which generally serves for a term of three years, with only one class of
directors being elected in each year. The term of the first class of directors,
consisting of Anthony J. Kirincic, will expire in 1998; the term of office of
the second class of directors, consisting of David O. Lindner and Edward J.
Casey, will expire in 1999; and the term of office of the third class of
directors, consisting of Robert A. Paduano, will expire on the date of this
year's Annual Meeting. In each case, each director serves from the date of his
election until the end of his term and until his successor is elected and
qualified.
One person will be elected at the Annual Meeting to serve as a
director for a term of three years. The Board of Directors has nominated Robert
A. Paduano as the candidate for election. Unless authority is withheld, the
proxies solicited by the Board of Directors will be voted FOR the election of
this nominee. In case the nominee becomes unavailable for election to the Board
of Directors, an event which is not anticipated, the persons named as proxies,
or their substitutes, shall have full discretion and authority to vote or
refrain from voting for any other candidate in accordance with their judgment.
2
<PAGE>
Information About the Nominee
Robert A. Paduano has been Executive Vice President and a
director of the Company since inception and is 39 years old. He has held those
same offices in the Company's wholly-owned subsidiary, Kirlin Securities, Inc.
("Kirlin"), since 1989.
Information About the Other Directors and Executive Officers
The Company's other Directors and Executive Officers are as Follows:
Name Age Principal Occupation
- ---- --- ---------------------
David O. Lindner 34 Chairman of the Board and Chief Executive Officer
of the Company and Kirlin
Anthony J. Kirincic 35 President, Chief Financial Officer and Director
of the Company and Kirlin
Edward J. Casey 37 Director of the Company and Attorney
Barry E. Shapiro 30 Controller and Chief Accounting Officer of the
Company and Kirlin
David O. Lindner has been Chairman of the Board and Chief Executive Officer
of the Company and Kirlin since the inception of each.
Anthony J. Kirincic has been President, Chief Financial Officer and a
director of the Company and Kirlin since the inception of each.
Edward J. Casey has been a director of the Company since November 1995.
Since June 1992, Mr. Casey has been an attorney at McClintock, Weston, Benshoof,
Rochefort, Rubalcava and MacCuish. From August 1985 to June 1992, Mr. Casey was
an attorney at Alschuler, Grossman and Pines.
Barry E. Shapiro has been Controller and Chief Accounting Officer of the
Company and Kirlin since April 1995. From September 1990 to April 1995, he was
an accountant at Coopers & Lybrand L.L.P.
The executive officers of the Company are elected annually by the Board of
Directors and serve at the discretion of the Board.
During the fiscal year ended December 31, 1996, the Company's Board of
Directors held one meeting and acted by unanimous written consent on two
occasions. The Company does not have a standing compensation or nominating
committee. The Board of Directors established an audit committee in November
1995. The functions of the Audit Committee are to recommend annually to the
Board of Directors the appointment of the independent auditors of the Company,
to review with the independent auditors the scope of the annual audit and review
their final report relating thereto; to review with the independent auditors the
accounting practices and policies of the Company and recommend to whom reports
should be submitted within the Company; to review with internal and independent
auditors overall accounting and financial controls; and to be available to the
independent auditors during the year for consultation. The audit committee met
once in the fiscal year ended December 31, 1996.
3
<PAGE>
Executive Compensation
The following table sets forth information concerning
compensation for the fiscal years indicated for services in all capacities
awarded to, earned by or paid to the Company's Chief Executive Officer and each
of the other most highly compensated executive officers whose compensation was
in excess of $100,000 during the fiscal year ended December 31, 1996:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation(1) Long-Term Compensation
- ----------------------------------------------------------------------------------------------------------------------------------
Other Annual Number of
Salary Bonus Compensation Options All Other
Name and Principal Position Year ($) ($) ($)(2) (#) Compensation
- ----------------------------- ---- ------- ------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C>
David O. Lindner 1996 225,000 125,000 48,951 33,000(3) --
Chief Executive Officer 1995 200,000 -- 52,593 -- --
1994 175,000 -- -- 30,000(4) --
Anthony J. Kirincic 1996 225,000 125,000 48,951 33,000(3) --
President 1995 200,000 -- 52,479 -- --
1994 175,000 -- 30,000(4) --
Robert A. Paduano 1996 225,000 -- 51,570 33,000(3) --
Executive Vice President 1995 200,000 -- 52,593 -- --
1994 175,000 -- -- 30,000(4) --
================================= ============ ============= ============== ==================== ================ ===============
<FN>
(1) The compensation is paid by the Company's wholly-owned subsidiary, Kirlin
Securities, Inc.
(2) Primarily represents brokerage commissions.
(3) Represents options to purchase 33,000 shares of Common Stock for $5.50 per
share through January 11, 2001, of which options to purchase 18,000 shares
became exercisable on January 12, 1997, and options to purchase 15,000
shares will become exercisable on January 12, 1998.
(4) Represents options to purchase 30,000 shares of Common Stock for $11.00 pr
share through July 31, 1999, all of which are presently exercisable.
</FN>
</TABLE>
The following table summarizes the number of exercisable and
unexercisable options held by the executive officers named above at December 31,
1996, and their value at that date if such options were in-the-money:
<TABLE>
<CAPTION>
AGGREGATE YEAR-END OPTION VALUES
- -----------------------------------------------------------------------------------------------
Number of unexercised options at Value of unexercised in-the-
fiscal year-end(#) money options at fiscal
year-end ($)(1)
--------------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David O. Lindner 48,000 15,000 81,000 67,500
Chairman of the Board
Anthony J. Kirincic 48,000 15,000 81,000 67,500
President
Robert A. Paduano 48,000 15,000 81,000 67,000
Executive Vice President
============================ ================ =============== ============= ================
<FN>
(1) Represents the difference between the aggregate market value at December
31, 1996, of the Common Stock underlying the options (based on a last
sale price of $10 on that date) and the options' aggregate exercise
price.
</FN>
</TABLE>
4
<PAGE>
The following table summarizes the number of options granted to
the executive officers named above during the fiscal year ended December 31,
1996, and the percentage that such options relate to the stock options granted
to all employees during such fiscal year:
<TABLE>
<CAPTION>
OPTIONS/SHARES GRANTS IN LAST FISCAL YEAR
Individual Grants
% of Total
Options/Shares Market Price
Options/Shares Granted to Employees Exercise Price on Date of Expiration
Name Granted(#) in Fiscal Year ($/Share) Grant ($) Date
- ---------- -------------- -------------------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
David O. Lindner 33,000(1) 9.6% 5.50 5.00 2001
Chairman of the Board
Anthony J. Kirincic 33,000(1) 9.6% 5.50 5.00 2001
President
Robert A. Paduano 33,000(1) 9.6% 5.50 5.00 2001
Executive Vice President
================================= ============= ==================== ============== ============ ==========
<FN>
(1) Represents option to purchase 33,000 shares of Common Stock pursuant to
the Company's 1994 Plan, as to which options to purchase 18,000 shares
became exercisable on January 12, 1997, and options to purchase 15,000
shares will become exercisable on January 12, 1998.
</FN>
</TABLE>
Compensation Arrangements
Kirlin had employment agreements with each of Messrs. Lindner,
Kirincic and Paduano that expired in December 31, 1996, and which provided for
an annual salary of $225,000 during 1996. Commencing in 1997, Messrs. Lindner
and Kirincic are paid a salary at an annual rate of $325,000 per year, and Mr.
Paduano is paid a salary at an annual rate of $225,000 per year. Each of these
officers also receive brokerage commissions generated by their customer
accounts, with Messrs. Lindner and Kirincic sharing equally in the commissions
generated under each other's customer account. In addition, Kirlin issues to
each of Messrs. Lindner and Kirincic 20%, and to Mr. Paduano 5%, of any
underwriter warrants issuable to Kirlin in connection with its investment
banking activities.
Edward J. Casey, the only director of the Company not employed
by the Company's subsidiary, Kirlin, receives an annual director's fee of
$12,000, payable quarterly. In addition, on January 12, 1996, Mr. Casey was
granted options to purchase 2,500 shares of Common Stock for $5.00 per share
through January 11, 2006, which options became exercisable on January 12, 1997.
Stock Option Plan
In August 1994, the Company adopted the 1994 Stock Plan ("1994
Plan") covering 600,000 shares of the Company's Common Stock pursuant to which
officers, directors, key employees and consultants of the Company are eligible
to receive incentive or non-qualified stock options, stock appreciation rights,
restricted stock awards, deferred stock, stock reload options and other stock
based awards. The 1994 Plan will terminate at such time that no further awards
may be granted and awards granted are no longer outstanding, provided that
incentive options may only be granted until August 1, 2004. The 1994 Plan is
administered by the Board of Directors. To the extent permitted under the
provisions of the 1994 Plan, the Board of Directors has authority to determine
the selection of participants, allotment of shares, price, and other conditions
of purchase of awards and administration of the 1994 Plan. In June 1996, the
Company adopted the 1996 Stock Plan ("1996 Plan"), covering 1,000,000 shares of
the Company's Common Stock, which is substantially identical to the 1994 Plan
except that incentive options may be granted until April 10, 2006.
5
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's officers, directors and persons who beneficially
own more than ten percent of the Company's Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
These reporting persons also are required to furnish the Company with copies of
all Section 16(a) forms they file. To the Company's knowledge, based solely on
its review of the copies of such forms furnished to it and representations that
no other reports were required, the Company believes that all Section 16(a)
reporting requirements were complied with during the fiscal year ended December
31, 1996.
INDEPENDENT ACCOUNTANTS
The Company has selected the independent accounting firm of
Goldstein Golub Kessler & Company, P.C. as the auditors of the Company for the
fiscal year ending December 31, 1997. A representative of Goldstein Golub
Kessler & Company, P.C., the auditors of the Company for the fiscal year ended
December 31, 1996, is expected to be present at the Annual Meeting. The
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions from stockholders.
1998 STOCKHOLDER PROPOSALS
In order for stockholder proposals for the 1998 Annual Meeting
of Stockholders to be eligible for inclusion in the Company's Proxy Statement,
they must be received by the Company at its principal office in Syosset, New
York not later than January 7, 1998.
SOLICITATION OF PROXIES
The solicitation of proxies in the enclosed form is made on
behalf of the Company and the cost of this solicitation is being paid by the
Company. In addition to the use of the mails, proxies may be solicited
personally or by telephone or telephone using the services of directors,
officers and regular employees of the Company at nominal cost. Banks, brokerage
firms and other custodians, nominees and fiduciaries will be reimbursed by the
Company for expenses incurred in sending proxy material to beneficial owners of
the Company's stock.
OTHER MATTERS
The Board of Directors knows of no matter which will be
presented for consideration at the Annual Meeting other than the matters
referred to in this Proxy Statement. Should any other matter properly come
before the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote such proxy in accordance with their best judgment.
Robert A. Paduano, Secretary
Syosset, New York
May 7, 1997
6
<PAGE>
KIRLIN HOLDING CORP. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on June 20, 1997
The undersigned Stockholder(s) of KIRLIN HOLDING CORP., a Delaware
P corporation ("Company"), hereby appoints Anthony J. Kirincic and
David O. Lindner, or either of them, with full power of substitution and
to act without the other, as the agents, attorneys and proxies of the
undersigned, to vote the shares standing in the name of the undersigned
at the Annual Meeting of Stockholders of the Company to be held on June
R 20, 1997 and at all adjournments thereof. This proxy will be voted in
accordance with the instructions given below. If no instructions are given,
this proxy will be voted FOR all of the following proposals.
O 1. Election of the following Director:
Robert A. Paduano
X
FOR |_| WITHHOLD AUTHORITY |_|
Y
2. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.
Date _____________________________, 1997
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
Please sign exactly as name appears above.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
<PAGE>
