(14A part 2):
MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
Wednesday, December 10, 1997
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The Annual Meeting of Shareholders of MISONIX, INC. (the "Company")
will be held on Wednesday, December 10, 1997 at The Huntington Hilton at 598
Broad Hollow Road, Melville, New York 11747 at 10:00 a.m. for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders. The enclosed
proxy is solicited by and on behalf of the Board of Directors of the Company for
use at the Annual Meeting of Shareholders to be held on December 10, 1997 and at
any adjournments of such meeting. The approximate date on which this proxy
statement and the enclosed proxy are being first mailed to shareholders is
November 10, 1997.
If a proxy in the accompanying form is duly executed and returned, the
shares represented by such proxy will be voted as specified. Any person
executing a proxy may revoke it prior to its exercise either by letter directed
to the Company or in person at the Annual Meeting.
Voting Rights
On November 7, 1997 (the "Record Date"), the Company had outstanding
5,677,194 shares of its only class of voting securities, namely common stock,
$.01 par value per share (the "Common Shares"). Shareholders are entitled to one
vote for each share registered in their names at the close of business on the
Record Date. The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of Directors. The affirmative vote of a
majority of all outstanding shares entitled to vote is required on all other
matters which may come before the meeting. For purposes of determining whether
proposals have received a majority vote, abstentions will not be included in the
vote totals and, in instances where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned a proxy
("broker non-votes"), those votes will not be included in the vote totals.
Therefore, abstentions and broker non-votes will be counted in the determination
of a quorum and will have no effect on the vote for the election of Directors.
SECURITY OWNERSHIP
The following table sets forth as of the Record Date certain
information with regard to ownership of the Company's Common Shares by (i) each
beneficial owner of more than 5% of the Company's Common Shares; (ii) each
Director and nominee for Director; (iii) each executive officer named in the
"Summary Compensation Table" below; and (iv) all executive officers and
Directors of the Company as a group. Unless otherwise stated, the persons named
in the table have sole voting and investment power with respect to all Common
Shares shown as beneficially owned by them.
Common Shares Percent
Name and Address(1) Beneficially Owned of Class % (8)
Howard Alliger 909,108 (2) 13.7%
Joseph Librizzi 209,700 (3) 3.2%
Gary Gelman 878,145 (4) 13.2%
Arthur Gerstenfeld 50,200 (5) *
Robert Lee 31,500 (6) *
All executive officer and 2,146,548 (7) 32.3%
Directors as a group (seven
persons)
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*Less than 1%
(1) The business address of each of the named individuals in this table is
c/o MISONIX, INC., 1938 New Highway, Farmingdale, New York 11735.
(2) Includes options to acquire 75,000 Common Shares which are currently
exercisable but excludes Common Shares held by Mr. Alliger's daughter, of
which he disclaims all beneficial interest.
(3) Includes 150,000 Common Shares which Dr. Librizzi has the right to
acquire upon exercise of stock options which are currently exercisable.
(4) Includes options for 688,500 Common Shares which are currently
exercisable.
(5) Includes 18,000 Common Shares which Mr. Gerstenfeld has the right to
acquire upon exercise of stock options which are currently exercisable.
(6) Includes options to acquire 30,000 Common Shares which are currently
exercisable.
(7) Includes the Common Shares indicated in notes (2), (3), (5) and (6).
(8) Based upon 5,677,197 outstanding Common Shares and presently exercisable
options to acquire 976,500 Common shares held by the persons noted.
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ELECTION OF DIRECTORS
The Company currently has four Directors, all four of whom are to be elected at
the Annual Meeting. The term of each Director expires at the Annual Meeting,
with all four current Directors, Messrs. Alliger, Librizzi, Gerstenfeld, and
Gelman, standing for reelection for a term of one year. The following table
contains information regarding all Directors and executive officers of the
Company:
Director
Name Age Position With Company Since
---- --- --------------------- --------
Gary Gelman 50 Chairman of the Board 1995
of Directors
Joseph Librizzi 59 Director, President, Chief 1975
Executive Officer, and Treasurer
Peter Gerstheimer 48 Vice President, Chief --
Financial Officer, and Secretary
Ronald Manna 43 Vice President - Operations --
Robert Lee 38 Vice President - Sales and Marketing --
Howard Alliger 70 Director 1971
Arthur Gerstenfeld 69 Director 1992
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Principal Occupations and Business Experience of Directors and Executive
Officers
The following is a brief account of the business experience for the past five
years of the Company's Directors and executive officers:
Gary Gelman, the founder of American Claims Evaluation, Inc., a publicly traded
company engaged in auditing hospital bills and providing vocational
rehabilitational counseling, has been Chairman of the Board and a Director of
that company for more than ten years. Since 1973, Mr. Gelman has also been
President and a principal of American Para Professional Systems, Inc., which
provides nurses who perform physical examinations of applicants for life and/or
health insurance for insurance companies. He received a B.A. Degree from Queens
College. Mr. Gelman became a director in June, 1995 and was elected Chairman of
the Board of the Company in March, 1996.
Joseph Librizzi became President and Chief Executive Officer of the Company in
March 1995. Prior to this he was Executive Vice President, Chief Operating
Officer, Treasurer and Secretary of the Company since September 1991. Dr.
Librizzi was previously President of the Company (prior to the merger between
the Company and Sonic Needle Corp.) from 1986 to
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September 1991. Dr. Librizzi holds a doctorate in applied mechanics and
aerospace engineering from Polytechnic Institute of Brooklyn.
Peter Gerstheimer became Vice President and Chief Financial Officer of the
Company in September 1992. From December 1984 to September 1992, he was Vice
President of Finance at Thermex-Thermatron, Inc., a manufacturer of
high-frequency electronic heat sealing and processing equipment. Previously, he
served as Treasurer and Controller of LogiMetrics, a manufacturer of electronic
test components and systems for military and non-military use. Mr. Gerstheimer
is a licensed certified public accountant in the State of New York and was a
senior accountant at Touche Ross & Co. Mr. Gerstheimer holds a B.A. Degree from
Hofstra University.
Ronald Manna became Vice President - Operations of the Company in September
1989. For more than three years prior thereto, Mr. Manna served as the Director
of Engineering of the Company. Mr. Manna holds a B.S. Degree in mechanical
engineering from Hofstra University.
Robert Lee became Vice President of Sales and Marketing in August 1996. For the
year prior thereto, he served as Director of Sales and Marketing for the
laboratory products division of the Company. Prior to the Company, Mr. Lee was
a Divisional General Manager, National Sales Manager and Regional Sales Manager
for Pall Corporation, a filtration company, where he worked for seven years.
Prior to Pall Corporation, Mr Lee worked for American Bionetics as a Regional
Manager. Mr. Lee holds a B.A. Degree in Chemistry from the State University of
New York at Plattsburg.
Howard Alliger has served since 1955 as the sole proprietor or as the Chairman
of the Board of Directors of the Company and its predecessors until March, 1996,
when he assumed his current position as a member of the Board of Directors. He
was President of the Company through 1982. Mr. Alliger holds a B.A. degree in
economics from Allegheny College and attended Cornell University's School of
Engineering. He has received 23 patents, has published various papers on
ultrasonic technology and, for the three years ended in June 1991, was the
President of the Ultrasonic Industry Association.
Arthur Gerstenfeld is a Professor at Worcester Polytechnic Institute and
Director of its Advanced Automation Technology Program. He is also the
President of UFA, Inc., a manufacturer of air traffic control simulation
systems, and has served in that capacity since 1980. Dr. Gerstenfeld received a
B.M.E. from Rensselaer Polytechnic Institute in 1950 and an M.S. and Ph.D. from
the Massachusetts Institute of Technology in 1966 and 1967, respectively.
Officers of the Company serve until the first meeting of the Board of Directors
after the Annual Meeting of Shareholders.
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Meetings of the Board of Directors
During the last fiscal year ended June 30, 1997, the Board of Directors
held six meetings and the Stock Option Committees each held one meeting. No
Director attended less than 75% of the aggregate of the total number of meetings
of the Board of Directors and meetings of Committees of which they were a member
that were held during the Company's last fiscal year.
Currently, the only standing committees of the Board of Directors of
the Company are its Stock Option Committees. The Stock Option Committee for the
1996 Employee Incentive Stock Option Plan consists of Messrs. Gelman, Alliger,
and Gerstenfeld. The Stock Option Committees for both the 1991 Employee Stock
Option Plan and the 1996 Non-Employee Director Stock Option Plan consist of
Messrs. Gelman, Librizzi, Alliger and Gerstenfeld, the entire Board of
Directors. The Stock Option Committees are responsible for administering the
Company's stock option plans. |
