OPT-SCIENCES CORPORATION
1912 Bannard Street Post Office Box 221 Riverton, New Jersey 08077-0221 (856)
829-2800
Notice of Annual Meeting of Shareholders
To Be Held on March 25, 2009
To the Shareholders of OPT-SCIENCES CORPORATION
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION (the "Company"),
will be held at 2:30 p.m. (EDST) on Wednesday, March 25, 2009 at the offices of
Kania, Lindner, Lasak and Feeney, in the Sinkler Building, Suite 108, 560 E.
Lancaster Avenue (at the intersection with Radnor Chester Road), St. Davids, PA
19087 to consider and act upon the following matters:
(1)
To elect three (3) directors to serve until the next Annual Meeting and until
their successors have been elected and qualified;
(2)
To transact such other business as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record on the books of the Company at the close of
business on February 6, 2009 will be entitled to notice of and vote at the
meeting or any adjournment thereof.
The Annual Report of the Company for the year ended November 1, 2008 is
enclosed herewith.
By Order of the Board of Directors
/s/ Anderson L. McCabe Anderson L. McCabe President March 6, 2009
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Management Information Statement For Annual Meeting of ShareholdersTo be held
March 25, 2009
Management has furnished this statement to shareholders regarding matters to be
voted at the Annual Meeting of Shareholders of Opt-Sciences Corporation (the
"Company"). The Annual Meeting will be held at 2:30 p.m. local time on
Wednesday, March 25, 2009 at the offices of Kania, Lindner, Lasak and Feeney,
in the Sinkler Building, Suite 108, 560 E. Lancaster Avenue (at the
intersection with Radnor Chester Road), St. Davids, PA 19087.
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WE ARE NOT ASKING YOU FOR A PROXY AND WE ARE REQUESTING YOU NOT TO SEND US A
PROXY
VOTING SECURITIES AND RECORD DATE
The Common Stock ($.25 par value) is the only outstanding class of voting
securities. Holders of record at the close of business of February 6, 2009 are
entitled to notice of the meeting and to vote at the meeting and any
adjournment thereof. At the close of business on February 6, 2009, 775,585
shares of Common Stock were issued, outstanding, and entitled to vote. The
holders of Common Stock will vote as one class at the meeting of the
Shareholders. Each share of Common Stock entitles the holder at the record
date to one vote at the meeting.
PRINCIPAL SHAREHOLDER AND QUORUM
A Trust for the benefit of the children of Arthur J. Kania owns 510,853 shares
(66% of the outstanding shares). A majority of the outstanding shares of the
Common Stock of the Company, represented in person or by proxy, shall
constitute a quorum at the meeting, and since there is no provision for
cumulative voting, only the affirmative vote of the majority of the shares
represented at the Meeting is required to elect Directors and approve such
other matters to be considered by the shareholders. Dissenters' rights are not
applicable to the matters being proposed. No party other than the Trust is
known by Management to own of record or beneficially more than 5% of the
outstanding shares of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Owner
Rose Sayen, Trustee 510,853 66%
Arthur John Kania Trust Suite 108, 560 E. Lancaster Avenue St. Davids, PA 19087
Security Ownership of Directors and Officers:
Name and Address of Amount and Nature of Percent of Class Beneficial Owner
Beneficial Owner
Anderson L. McCabe 1,064(1) *
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077
Arthur J. Kania 23,723(1) 3%
Suite 108
560 E. Lancaster Avenue
St. Davids, PA 19087
Arthur J. Kania, Jr. 0(1) *
Suite 108
560 E. Lancaster Avenue
St. Davids, PA 19087
Directors and Officers 24,781(1) 3%
As a Group
*Less than 1% of the outstanding Common Stock
1. Excludes 510,853 shares (66% of the outstanding shares) owned by a Trust for
the benefit of Arthur J. Kania's children and a total of 10,000 shares (1.3% of
the outstanding shares) owned by separate trusts for the benefit of each of
Arthur J. Kania's grandchildren. Mr. Kania has no voting power with respect to
such securities and disclaims beneficial ownership in all such shares. Mr.
McCabe, husband of a beneficiary of the trust, disclaims beneficial ownership
in all such shares. Arthur J. Kania, Jr., a son of Arthur J. Kania, is a
beneficiary of the first aforementioned trust and father of beneficiaries of
the second aforementioned trusts, but has no power to vote such shares in said
trusts and is not a beneficial owner under the applicable rules.
MATTERS TO BE ACTED UPON
Election of Directors
Three (3) directors are to be elected at the Annual Meeting and those persons
elected will hold office until the next Annual Meeting of shareholders and
until their successors have been elected and qualified. The by-laws provide
that the Board of Directors shall consist of no more than five members, with
the actual number to be established by resolution of the Board of Directors.
The current Board of Directors has by resolution established the number of
directors at three. The Arthur J. Kania Trust has advised that it intends to
give a proxy to Arthur J. Kania and Anderson L. McCabe to vote in favor of the
Management slate of directors and in their discretion to vote in favor of such
other matters that may properly come before the meeting. If any of the
nominees cannot serve for any reason (which is not anticipated), the Board of
Directors may designate a substitute nominee or nominees. If a substitute is
nominated, Mr. Kania and Mr. McCabe are expected to vote all valid proxies for
the election of the substitute nominee or nominees. Alternatively, the Board of
Directors may also decide to leave the board seat or seats open until a
suitable candidate or candidates are located, or it may decide to reduce the
size of the Board.
Any vacancy that occurs during the year may be filled by a majority vote of the
Board of Directors without any further shareholder action. The vacancy may be
filled for the remainder of the term, which is until the next annual meeting of
shareholders. There is no reason to believe that any nominee will be unable to
serve if elected, and to the knowledge of Management all nominees intend to
serve the entire term for which election is sought.
The following persons have been nominated for election to the Board of
Directors to succeed
themselves in office:
Nominees(Age) Positions with Company, Principal Year First Became
Occupation and Business Experience Director of Company
During Past Five Years (1)
Anderson L. McCabe (53) Director of the Company; President, Chief 1987
Executive Officer and Chief Financial Officer
of the Company
Arthur J. Kania (77) Director of the Company; Secretary 1977
of Company; Principal of Trikan
Associates (real estate ownership and management-
investment firm); Partner of Kania,
Lindner, Lasak and Feeney (law firm)
Arthur J. Kania, Jr. (53) Director of the Company; Principal of Trikan 1987
Associates (real estate ownership and management-investment firm);
Vice- President of Newtown Street Road Associates (real estate ownership
and management)
1. This column lists directorships held in any company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Sections 15(d) of that Act or any
company registered as an investment company under the Investment Company Act of
1940. This column does not include directorships held with any of the Company's
subsidiaries.
Directors will serve in such capacity until the next annual meeting of
shareholders or until their successors have been duly elected and qualified.
Executive officers are elected by the Board of Directors.
Each director will be elected to serve for a one-year term, unless he resigns
or is removed before his term expires, or until his replacement is elected and
qualified. Each of the nominees listed above is currently a member of the
Board of Directors.
INFORMATION REGARDING OFFICERS
Anderson L. McCabe, 53 years old, is President, Chief Executive Officer and
Chief Financial Officer of the Company and its manufacturing subsidiary. He
graduated from the University of South Carolina in 1977 and received a B.S. in
Chemical Engineering. From 1977 to 1985, he was employed by United Engineers
and Constructors, Inc., a subsidiary of Raytheon Corporation as Process
Engineer with managerial responsibilities. In 1986 he became President of the
Company. He is a registered professional engineer.
Arthur J. Kania, 77 years old, is the Secretary of the Company and its
manufacturing subsidiary. He is not active in the day-to-day operations of
either the Company or its manufacturing subsidiary. Mr. Kania's principal
occupations during the past five years have been as Principal of Trikan
Associates (real estate ownership and management - investment firm); as a
partner of the law firm of Kania, Lindner, Lasak and Feeney.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's officers (as defined in the SEC regulations) and
directors and persons who own more than ten percent of a registered class of
our equity securities to file reports of ownership and changes in ownership
with the SEC. Officers, directors, and greater than ten percent shareholders
are required by SEC regulations to furnish us with copies of all Section 16(a)
forms they file.
Based solely on a review of copies of such reports of ownership furnished to
us, or representations that no forms were necessary, Management believes that,
during the past fiscal year, the officers, directors, and greater than ten
percent beneficial owners complied with all applicable filing requirements
during Fiscal Year 2008.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Audit Committee and Audit Committee Financial Expert
Our Board of Directors functions as an audit committee and performs some of the
same functions as an audit committee including: (1) selection and oversight of
our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; and (3) engaging outside advisors. We are not a "listed
company" under SEC rules and are therefore not required to have an audit
committee comprised of independent directors. Our Board of Directors does not
have an independent director. Our Board of Directors has determined that each
of its members is able to read and understand fundamental financial statements
and has substantial business experience that results in that member's financial
sophistication. Accordingly, the Board of Directors believes that each of its
members has the sufficient knowledge and experience necessary to fulfill the
duties and obligations that an audit committee member should have for a
business such as the Company.
Board Meetings; Nominating and Compensation Committees
Given the size of the Company and its Board of Directors, much of its decision
making is made through telephone calls and intermittent informal meetings; when
formalization is necessary, the Board conducts formal meetings or acts by
written consent. In Fiscal 2008, there were two Board Meetings attended by all
Directors. Our directors and officers do not receive remuneration from us
unless approved by the Board of Directors. No such payment shall preclude any
director from serving us in any other capacity and receiving compensation
therefor. A total of $7,500 has been paid to each director for services as
director during the last fiscal year.
We are not a "listed company" under SEC rules and are therefore not required to
have a compensation committee or a nominating committee. We do not currently
have a compensation committee. Our Board of Directors is currently comprised of
only three members, one of whom acts as Chief Executive Officer and Chief
Financial Officer.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth on an accrual basis for the fiscal years shown,
the remuneration of the sole compensated executive officer of the Company.
Summary Compensation Table
(a) (b) (c) (d) (e) (f)
Name and All Other
Principal Fiscal Salary Bonus Compensation Total
Position Year ($) ($) ($) ($)
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Anderson L.
McCabe President, CEO, CFO, Treasurer 2008 2007 125,000 118,750 25,000
25,000 12,624* 11,130** 162,624 154,880
and Director
* Includes directors fee of $7,500 and Company matching contribution to 401(K)
Plan of $5,124.
** Includes directors fee of $7,500 and Company matching contribution to 401(K)
Plan of $3,630. DIRECTOR COMPENSATION FOR FISCAL YEAR 2008
Cash Compensation
Name Annual Meeting Consulting Other
Retainer Fees Fees Fees
Anderson L. McCabe $7,500 $0 $0 $0
Arthur J. Kania $7,500 $0 $0 $0*
Arthur J. Kania, Jr. $7,500 $0 $0 $0
* See Certain Transactions and Relationships below.
OPTIONS/SAR GRANTS/OTHER LONG TERM COMPENSATION
The Company did not grant stock awards, stock options or stock appreciation
rights during Fiscal Year 2008, nor does it have any of such rights outstanding
from prior years. The Company does not provide non equity incentive plan
compensation or non qualifying deferred compensation.
CERTAIN TRANSACTIONS AND FAMILY RELATIONSHIPS AMONG OFFICERS AND DIRECTORS
Arthur J. Kania is the father of Arthur J. Kania, Jr. and the father-in-law of
Anderson L. McCabe. Those individuals constitute the Board of Directors.
Anderson L. McCabe is the sole executive officer. Rose Sayen, an employee of
Arthur J. Kania, is the Trustee of the Arthur J. Kania Trust, which is the
principal shareholder of the Company.
During Fiscal year 2008, we incurred legal fees of $45,000 to the firm of
Kania, Lindner, Lasak and Feeney, of which Arthur J. Kania is the Senior
partner. Mr. Kania does not share or participate in fees generated from the
Company.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Goff, Backa, Alfera & Company, LLC has acted as independent certified public
accountants for the Company since 2004. No change is presently contemplated.
The Company has been advised that neither that accounting firm nor any member
thereof has any direct financial interest or any material indirect interest in
the Company. We do not expect a representative of Goff, Backa, Alfera &
Company, LLC to be present at the Meeting or to be available for
questioning at the Meeting.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Type 2008 2007
Audit Fees: $32,202 $28,468
Review of Schedule 14C filing: $ -0- $ -0-
Tax Fees $ -0- $ -0-
Other Fees $ -0 $ -0
Total $32,202 $28,468
(1) AUDIT FEES
The aggregate fees billed or accrued for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of the
Company's annual financial statements and review of financial statements
included in the Company's Form 10-KSB (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those
fiscal years was $32,202 for the Fiscal Year ended November 1, 2008 and $28,468
for the Fiscal Year ended October 27, 2007.
(2)
AUDIT-RELATED FEES
There were no fees billed in either of the last two fiscal years for audit
related matters rendered by the principal accountant.
(3)
OTHER FEES
There were no fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning.
ANNUAL REPORT ON FORM 10-KSB
The 2008 Annual Report of the Company, which includes consolidated financial
statements for the fiscal year ended November 1, 2008, accompanies this
information statement.
Upon the written request of any person who on the record date was a record
owner of the Company's Common Stock, or who represents in good faith that he
was on such date, a beneficial owner of such stock entitled to vote at the
Annual Meeting, the Company will send to such person, without charge, a copy of
its Annual Report on Form 10-KSB for fiscal year 2008 as filed with Securities
and Exchange Commission. Requests for this report should be directed to
Anderson L. McCabe, President, Opt-Sciences Corporation, 1912 Bannard Street,
Post Office Box 221, Riverton, New Jersey, 08077-0221.
The Company is an electronic filer with the S.E.C. The SEC maintains an
internet site that contains periodic reports, information statements, and other
information filed electronically by the Company. The address of that web site
is http://www.sec.gov. The Company also provides a link to all its current SEC
Filings at its Internet web site: http://optsciences.com.
STOCKHOLDER PROPOSALS
Any qualified Shareholder desiring to have his proposal included on the
Company's information statement for the annual meeting to be held in the Year
2010 must submit such proposal in writing to the Company no later than
September 30, 2009.
OTHER MATTERS
Management does not know of any other business which is likely to be brought
before the 2009 Annual Meeting. However, in the event that other matters
properly come before the 2009 Annual Meeting, they will be acted upon
accordingly.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered to multiple shareholders
sharing an address unless the Company has received contrary instructions from
one or more shareholders. The Company will undertake to deliver promptly upon
written or oral request, a separate copy of this Information Statement to a
Shareholder at a shared address to which the Company has delivered a single
copy of the Information Statement. If a Shareholder wishes to notify the
Company that he or she wishes to receive a separate copy of this Information
Statement, the Shareholder may contact the President of the Company at (856)-
829-2800 or at 1912 Bannard Street, Post Office Box 221, Riverton, NJ 08077-
0221. A Shareholder may also use the above telephone number or mailing address
to notify the Company that Shareholders sharing an address request delivery of
a single copy of this Information Statement if they are receiving multiple
copies of this Information Statement.
Important Notice Regarding the Availability of the Notice of Shareholders
Meeting to be Held on March 25, 2009, Management Information Statement and
Annual Report to Shareholders: The Notice of Shareholders Meeting, the
Management Information Statement and the Annual Report to Shareholders is
available at the Company's website: http://optsciences.com.
By Order of the Board of Directors
Anderson L. McCabe President Riverton, New Jersey March 6, 2009
Opt Sciences (CE) (USOTC:OPST)
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