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:
_________________________________________________________________________
(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:*
___________________________________________________________________________
(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:
___________________________________________________________________________
- -------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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KIRLIN HOLDING CORP.
6901 Jericho Turnpike
Syosset, New York 11791
_________________________
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
________________________
June 4, 1999
________________________
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 4,
1999, at 11:00 a.m., for the following purposes, all as more fully described in
the attached Proxy Statement:
1. To elect two directors to serve for the ensuing three-year period
and until their successors are 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
23, 1999, 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
Barry Shapiro, Secretary
Syosset, New York
May 7, 1999
<PAGE>
KIRLIN HOLDING CORP.
________________________
PROXY STATEMENT
________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1999
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 4, 1999, 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, 1999, 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, 1998, are to be
mailed to each stockholder of record at the close of business on April 23, 1999.
VOTING SECURITIES
The Board of Directors has fixed the close of business on April
23, 1999, 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 23, 1999, the Company
had issued and outstanding 2,871,764 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
23, 1999, 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 1998, 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.
Amount and Nature of Percent
Name of Beneficial Owner(1) Beneficial Ownership of Class
- ------------------------ -------------------- --------
David O. Lindner(2) 724,000 25.2%
Anthony J. Kirincic(2) 724,000 25.2%
Edward J. Casey(3) 7,500 *
All Executive Officers and
Directors as a Group (3 persons)(4) 1,455,500 50.6%
- ---------------------------------
* Less than 1%.
(1) The business address of Messrs. Lindner and Kirincic is 6901 Jericho
Turnpike, Syosset, New York 11791. Mr. Casey's business address is 444
South Flower Street, 43rd Floor, Los Angeles, California 90071.
(2) Excludes 66,000 shares of Common Stock of the Company issuable upon the
exercise of options that are not exercisable within the next sixty (60)
days.
(3) Includes 5,000 shares of Common Stock issuable upon the exercise of options
that are currently exercisable.
(4) Includes 5,000 shares of Common Stock issuable upon the exercise of options
that are currently exercisable. Excludes 132,000 shares of Common Stock
issuable upon the exercise of options that are not exercisable within the
next sixty (60) days.
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 David O. Lindner and Edward J. Casey, will expire on the date of
this year's Annual Meeting; the term of office of the second class of directors,
which class is presently vacant as the result of the resignation, on April 23,
1999, of Edmund McCormick as a director, will expire in 2000; and the term of
office of the third class of directors, consisting of Anthony J. Kirincic, will
expire in 2001. 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.
Two people will be elected at the Annual Meeting to serve as
directors for a term of three years. The Board of Directors has nominated David
O. Lindner and Edward J. Casey as the candidates 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
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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.
Information About the Nominees
David O. Lindner (age 37) has been Chairman of the Board and
Chief Executive Officer of the Company and of the Company's wholly-owned
subsidiary, Kirlin Securities, Inc. ("Kirlin") since the inception of each.
Edward J. Casey (age 39) 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.
Information About the Other Director and Executive Officer
The Company's other director and executive officer is as
follows:
Name Age Principal Occupation
- -------------------
Anthony J. Kirincic 37 President, Chief Financial Officer and
Director of the Company and Kirlin
Anthony J. Kirincic has been President, Chief Financial Officer
and a director of the Company and of Kirlin, since the inception of each.
The executive officers of the Company are elected annually by
the Board of Directors and serve at the discretion of the Board.
Edmund McCormick was elected a director of the Company in
February 1998 and he served as such until his resignation on April 23, 1999. The
Company is currently seeking to identify a candidate (who will meet the
requirements of an "independent" director as required by the Nasdaq SmallCap
Market) to fill the directorship formerly held by Mr. McCormick.
During the fiscal year ended December 31, 1998, the Company's
Board of Directors held four meetings and acted by unanimous written consent on
one occasion. The Company does not have a standing compensation or nominating
committee. The Board of Directors established an audit committee in November
1995 consisting of Edward J. Casey, David O. Lindner and Robert A. Paduano. In
February 1998, Messrs. Lindner and Paduano resigned and Edmund McCormick was
appointed to the audit committee upon his becoming a director. Since Mr.
McCormick's resignation, Mr. Casey serves as the sole member of the audit
committee. 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; to be available to the
independent auditors during the year for consultation; and to review related
party transactions by the Company on an ongoing basis and review potential
conflicts of interest situations where appropriate. The audit committee met two
times in the fiscal year ended December 31, 1998.
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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 $100,000 during the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------
Annual Compensation(1) Long-Term Compensation
----------------------------------------------------------------------
Name and Principal Salary Bonus Compensation Number of Options
Position Year ($) ($) ($)(3) (#)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David O. Lindner 1998 325,000 275,000 75,369 --
Chief Executive Officer 1997 325,000 400,000(2) 177,928 --
1996 225,000 125,000 48,951 66,000(5)
- --------------------------------------------------------------------------------------------------------------------
Anthony J. Kirincic 1998 325,000 275,000 75,369 --
President 1997 325,000 400,000(2) 177,928 --
1996 225,000 125,000 48,951 66,000(5)
- --------------------------------------------------------------------------------------------------------------------
Robert A. Paduano 1998 83,333 -- 251,468(4) --
formerly Executive Vice President 1997 237,500 150,000(2) 153,808 --
1996 225,000 -- 51,570 66,000(5)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The compensation is paid by the Company's wholly-owned subsidiary, Kirlin
Securities, Inc.
(2) Approximately one-half of this amount ($200,250 for Messrs. Lindner and
Kirincic and $76,563.50 for Mr. Paduano) was paid in cash and the balance
was paid by the issuance of the Company's Common Stock under the Company's
1994 Stock Plan, which was valued at the last sale price of the Common
Stock ($5.875) on the date of the award. Accordingly, Messrs. Lindner and
Kirincic were each issued 34,000 shares and Mr. Paduano was issued 12,500
shares.
(3) Represents brokerage commissions and in 1997 includes cash received in the
Company's exchange offer of its outstanding stock options and warrants
described below.
(4) Represents $160,000 received in severance payments described below.
(5) Represented options to purchase 66,000 shares of Common Stock for $2.75 per
share through January 11, 2001, of which options to purchase 36,000 shares
became exercisable on January 12, 1997, and options to purchase 30,000
shares were to have become exercisable on January 12, 1998. These options
were surrendered in July 1997 in the option exchange described below. On
December 22, 1997, the Company effected a two-for-one stock split of its
Common Stock by the declaration and payment of a 100% stock dividend. All
share and exercise price information in this proxy statement have been
adjusted to reflect this stock split.
No options were granted to the executive officers named above
during the fiscal year ended December 31, 1998. The executive officers named
above did not hold any options at December 31, 1998.
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Compensation Arrangements
Kirlin had employment agreements with each of Messrs. Lindner
and Kirincic that expired on December 31, 1996, and which provided for an annual
salary of $225,000 during 1996. Commencing in 1997, Messrs. Lindner and Kirincic
began being paid a salary at an annual rate of $325,000. Messrs. Lindner and
Kirincic and a non-executive officer of Kirlin have pooled their respective
customer accounts and share equally (one-third each) in the commissions
generated by such accounts. In addition, Kirlin issues to each of Messrs.
Lindner and Kirincic 16b% of any underwriter warrants issuable to Kirlin in
connection with its investment banking activities.
Kirlin also had an employment agreement with Mr. Paduano that
expired on December 31, 1996, and which provided for an annual salary of
$225,000 during 1996. Commencing in 1997, Mr. Paduano was paid a salary at an
annual rate of $225,000 until June 30, 1997, and thereafter at a rate of
$250,000 per year. Mr. Paduano also received brokerage commissions generated by
his customer accounts and 5% of any underwriter warrants issuable to Kirlin in
connection with its investment banking activities. Mr. Paduano resigned as a
director and executive officer of the Company and Kirlin effective April 30,
1998 and his employment by Kirlin ceased shortly thereafter. In consideration
for certain covenants not to compete for a period of two years following the
cessation of his employment, Mr. Paduano will receive a severance payment of
$300,000 payable in 15 monthly installments.
Edward J. Casey, the only director of the Company in 1997 not
employed by the Company's subsidiary, Kirlin, received an annual director's fee
of $12,000, payable quarterly, in 1997. Commencing in 1998, the two non-employee
directors, Messrs. Casey and McCormick, began receiving annual directors' fees
of $15,000 payable quarterly.
On January 11, 1999, Messrs. Lindner and Kirincic each were
granted options to purchase 66,000 shares of Common Stock for $3.875 (the last
sale price of the Common Stock on the trading day immediately preceding the date
of grant) per share through January 10, 2009, which options become exercisable
as to 22,000 shares on January 1 in each of the years 2000, 2001 and 2002. In
addition, on January 11, 1999, Messrs. Casey and McCormick each were granted
options to purchase 5,000 shares of Common Stock or $3.875 per share through
January 10, 2009, which options were immediately exercisable.
Stock Option Plans
In August 1994, the Company adopted the 1994 Stock Plan ("1994
Plan") which presently covers 1,162,000 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 2,000,000 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.
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
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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, 1998 .
INDEPENDENT ACCOUNTANTS
The Company anticipates that it will select the independent
accounting firm of Goldstein Golub Kessler & Company, P.C. as the auditors of
the Company for the fiscal year ending December 31, 1999, although no formal
recommendation has been made to the Company's Board of Directors by its audit
committee as of the date of this proxy statement. A representative of Goldstein
Golub Kessler & Company, P.C., the auditors of the Company for the fiscal year
ended December 31, 1998, 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.
2000 STOCKHOLDER PROPOSALS
In order for stockholder proposals for the 1999 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 6, 2000. Pursuant to Rule 14a-4 promulgated by the
Securities and Exchange Commission, stockholders are advised that the Company's
management shall be permitted to exercise discretionary voting authority under
proxies it solicits and obtains for the Company's 2000 Annual Meeting of
Stockholders with respect to any proposal presented by a stockholder at such
meeting, without any discussion of the proposal in the Company's proxy statement
for such meeting, unless the Company receives notice of such proposal at its
principal office in Syosset, New York, not later than March 22, 2000.
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.
Barry Shapiro, Secretary
Syosset, New York
May 7, 1999
<PAGE>
KIRLIN HOLDING CORP. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on June 4, 1999
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
R Meeting of Stockholders of the Company to be held on June 4, 1999 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 Directors:
FOR all nominees listed below, except WITHHOLD AUTHORITY to vote
X as marked to the contrary below |_| for all nominees listed below |_|
David O. Lindner and Edward J. Casey
Y
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.
_________________________________________
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 _____________________________, 1999
________________________________________
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.
