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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Opt Sciences Corp (CE) | USOTC:OPST | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 22.00 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
SCHEDULE 14C
INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
o
Preliminary Information Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
þ
Definitive Information Statement
OPT-SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
þ
No fee required
o
Fee computed on table below per Exchange Act Rules 14c-5(g) 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: |
___________________________________________________________________ |
o
Fee paid previously with preliminary materials.
o
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: |
___________________________________________________________________ |
OPT-SCIENCES CORPORATION
1912 Bannard Street
Post Office Box 221
Riverton, New Jersey 08077-0221
(856) 829-2800
optsciences.com
Notice of Annual Meeting of Stockholders
To Be Held on March 27,
2013
To the Stockholders of OPT-SCIENCES CORPORATION,
The 2013 Annual Meeting of Stockholders of OPT-SCIENCES CORPORATION (the "Company"), will be held at 2:30 P.M.(local
time) on Wednesday, March 27, 2013 at the offices of Kania, Lindner, Lasak and Feeney, in the Sinkler Building, Suite 108,
560 East 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 ratify the appointment of Goff, Backa, Alfera & Company, LLC as the Company's independent registered public accounting firm for Fiscal Year 2013; |
3. | To hold an advisory (non-binding) vote on the approval of the Company's executive officer compensation; |
4. | To hold an advisory vote on whether the frequency of Stockholder votes on executive compensation should be one, two or three years; |
5. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
  |   |
Only Stockholders of record on the books of the Company at the close of business
on February 1, 2013 (the "Record Date") will be entitled to notice of and vote at the meeting or any adjournment thereof.
Stockholders of record as of the Record Date are encouraged and cordially invited to attend the 2013 Annual Meeting.
By Order of the Board of Directors |
/s/ Anderson L. McCabe |
Anderson L. McCabe
President and Chief Executive Officer February 8, 2013 |
Opt-Sciences Corporation |
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
OPT-SCIENCES CORPORATION
Management Information Statement
For Annual Meeting of Stockholders
To be held March 27, 2013
Management has furnished this statement to Stockholders regarding matters to be voted at the Annual Meeting of Stockholders of Opt-Sciences Corporation. The Annual Meeting will be held at 2:30 P.M. (local time) on Wednesday, March 27, 2013 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.
QUESTIONS AND ANSWERS REGARDING THE INFORMATION
STATEMENT, ANNUAL REPORT AND ANNUAL MEETING
Why am I receiving these materials?
The Board of Directors of Opt-Sciences Corporation (sometimes referred to as "Opt-Sciences" or
the "Company") is providing this information to you as a Stockholder of record in connection with
the Opt-Sciences Annual Meeting of Stockholders. The purposes of the Annual Meeting are set forth
in the accompanying Notice of Annual Meeting of Stockholders and this Information Statement.
Internet Availability of the Information Statement and related Materials
We are furnishing the Information Statement and related materials to our Stockholders via the Internet,
rather than mailing printed copies of those materials to each Stockholder. If you received a Notice of
Internet Availability by mail, you will not also receive a printed copy of the Information Statement
and related materials unless you request them. Instead, the Notice of Internet Availability will
instruct you as to how you may access and review the Information Statement and related materials.
If you received a Notice of Internet Availability by mail and would like to receive a printed
copy of our Information Statement and related materials, please follow the instructions
included in the Notice of Internet Availability.
We anticipate that the Notice of Internet Availability will be mailed to Stockholders on or about
February 11, 2013.
Am I entitled to vote at the Annual Meeting?
You may vote if our records showed that you owned shares of Opt-Sciences Corporation as of
February 1, 2013 (the "Record Date"). Each share of Common Stock is entitled to one vote, and
a majority of the Common Stock is required to approve each proposal at the Meeting.
Stockholders of Record: Shares Registered in Your Name
If on February 1, 2013 your shares were registered directly in your name with the Company's transfer
agent, Broadridge, then you are a Stockholder of record. As a Stockholder of record, although not
requested to vote, you are invited to attend the Meeting.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on February 1, 2013 your shares were held, not in your name, but rather in an account at a brokerage
firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in
"street name" and this Information Statement is being forwarded to you by that organization. The
organization holding your account is considered the Stockholder of record for purposes of voting at
the Meeting. As a beneficial owner you are invited to attend the Meeting.
Is this a Proxy Statement?
No. This is not a proxy statement.
We are not asking you for a
proxy and you are requested not to send us a proxy.
Why am I not being asked to vote?
The Arthur J. Kania Trust owns
66% of the issued and outstanding shares of Common Stock of the Company and has advised us that it intends to provide Anderson L. McCabe
and Arthur J. Kania with a proxy to vote for the reelection of the Management slate of directors, for ratification of the
appoinment of Goff, Backa, Alfera & Company, LLC as the Company's independent accounting firm for
Fiscal Year 2013, for approval of the Company's executive officer compensation, for approval of
Stockholder voting every three years on executive compensation and for such other matters that might come before the Meeting. Such proxy is sufficient to take such actions, and so additional proxies are not needed or required for the Meeting.
What do I need to do now?
Nothing. These materials are provided to inform you and do not require or request you to do anything.
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 ($0.25 par value) is the only outstanding class of voting securities. Stockholders
of record at the close of business of February 1, 2013 are entitled to notice of the Meeting and to
vote at the Meeting and any adjournment or postponement thereof. At the close of business on
February 1, 2013, 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. Each share of Common Stock
entitles the holder at the record date to one vote at the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
Arthur John Kania Trust 3/30/67
Rose Sayen, Trustee 560 E. Lancaster Avenue, Suite 108 St. Davids, PA 19087-5049 |
510,853 | 66% |
Security Ownership of Directors and Officers | ||
Name & Address of Beneficial Owner |
Amount and Nature of
Beneficial Owner |
Percent of Class |
Anderson L. McCabe
P.O. Box 221 1912 Bannard Street Riverton, NJ 08077 |
1064(1) | * |
Arthur J. Kania
560 E. Lancaster Avenue, Suite 108 St. Davids, PA 19087-5049 |
23,723(1) | 3% |
Arthur J. Kania, Jr.
560 E. Lancaster Avenue, Suite 108 St. Davids, PA 19087-5049 |
0(1) | * |
Directors and Officers as a Group | 24,787(1) | 3% |
* Less than 1% of outstanding 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 or investment power with respect to such securities and disclaims beneficial ownership in all such shares. Mr. McCabe, husband of a beneficiary of the first aforementioned 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 voting power and no investment power over such shares in said trusts and is not a beneficial owner under the applicable rules.
MATTERS TO BE ACTED UPON
Proposal 1: 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 Stockholders or 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, to vote in favor of all Director endorsed proposals listed below 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 Stockholder action. The vacancy may be filled for the remainder of the term, which is until
the next Annual Meeting of Stockholders. 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:
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 Stockholders 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF ANDERSON L. MCCABE, ARTHUR J. KANIA AND ARTHUR J. KANIA, JR. TO SERVE AS A DIRECTOR AND TO HOLD OFFICE UNTIL OUR 2014 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED, OR UNTIL THEIR EARLIER DEATH, RESIGNATION, OR REMOVAL.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
As a matter of good corporate governance, we are asking that our Stockholders ratify the appointment of Goff, Backa, Alfera & Company, LLC as our independent registered public accounting firm ("Independent Auditor") for Fiscal
Year 2013.
Proposal 3: Advisory Vote on Our Executive Officer's Compensation
Our Stockholders are being asked to cast a non-binding advisory vote on approval of our executive officer's compensation. We believe our executive compensation and compensation policies and practices are focused on principles that reflect a strong alignment with the interests of our Stockholders, assist us in retaining and incentivizing our executive officers, and are reasonable in comparison to the compensation practices of our competitors and other manufacturing companies of similar size and complexity.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
APPROVAL OF OUR EXECUTIVE OFFICER'S COMPENSATION.
Proposal 4: Advisory Vote on the Frequency of the Advisory Vote on Executive Officer Compensation
Our
Stockholders are being asked to cast a non-binding advisory vote on the frequency of the advisory vote on the Company's compensation for our named executive officer compensation.The frequency under consideration is either every one, two or three years.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
ONCE EVERY THREE YEARS FOR THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
Proposal 5: Other Matters
Other Business
Management does not know of any other business which is likely to be brought before the Meeting.
However, in the event that other matters properly come before the Meeting, they will be acted upon
accordingly.
Board Meetings; Nominating and Compensation Committees
Given the small size of the Company and its limited staff
and operations, its directors frequently make determinations informally by
telephone calls or by written consent. The Board met before and after the
Annual Stockholders' Meeting, and at one additional time during the Fiscal
Year. Each Meeting was attended by all directors. We pay each of our
Directors an annual stipend for acting as Director. No such payment
shall preclude any director from serving us in any other capacity and
receiving compensation therefor. A total of $12,500 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.
We do not have a
policy regarding the consideration of any
director candidate which may be recommended by our Stockholders, including
the minimum qualification for director candidates, nor has our Board of
Directors established a process for identifying and evaluating director
nominees. We have not adopted a
policy regarding the handling of any potential recommendation of director
candidate by our Stockholders, including the procedures to be followed.
Because our largest Stockholder holds a majority of all issued stock,
we do not solicit proxies for the election of directors, since that
Stockholder has the full power by its vote to elect all directors.
The following table sets forth certain summary information concerning compensation paid or
accrued to its sole executive officer during the past two fiscal years. He did not receive
any awards, stock awards, option compensation, non equity incentive plan earnings or non-qualified
deferred compensation. He has no agreement with the Company which would provide him a payment in the event of termination or change in control.
Name
and Principal
Positions |
Fiscal
Year |
Salary | Bonus |
All Other
Compensation* |
Total
Compensation |
Anderson L. McCabe
President, CEO, CFO, Treasurer & Director |
2012 | $130,000 | $50,000 | $16,400 | $196,400 |
2011 | $130,000 | $25,000 | $11,400 | $166,400 |
*Includes an annual retainer as Director of Company of $12,500 for 2012 and $7,500 for 2011 in addition to a 401(k) Contribution of $3,900 for both 2012 and 2011.
DIRECTOR COMPENSATION FOR FISCAL YEAR 2012
We do not have a standard compensation arrangement for our directors, and the compensation
payable to each individual for service rendered is determined by our Board of Directors based
upon the amount of time expended on behalf of the Company and also, to a limited extent,
the success of the Company in the prior year. The Directors do not receive any compensation
other than cash compensation.They do not receive stock awards, option awards, non-equity
incentive plan compensation or non-qualified deferred compensation.
The following table sets forth the compensation of our non-employee directors. Our employee
director, Anderson L. McCabe, receives the same compensation as the other directors for his
services as director. His director fees are included in his total compensation in the Summary
Compensation Table above.
Name | Cash Retainer | Total Compensation |
Arthur J. Kania | $12,500 | $12,500* |
Arthur J. Kania, Jr. | $12,500 | $12,500 |
* Excludes payments for legal services to law firm of which Mr. Kania is a partner. See Certain Transactions and Relationships below.
OPTION/SAR GRANTS; DEFERRED EXECUTIVE COMPENSATION PLAN; EQUITY COMPENSATION PLAN
The Company did not grant restricted stock awards, stock
options or stock appreciation rights during Fiscal Year 2012, nor does it
have any of such awards, options or rights outstanding from prior years. The
Company does not have any deferred executive compensation plan. The Company
does not have any securities authorized for issuance under an equity
compensation plan.
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.
Type | 2011 | 2012 |
Audit Fees: (1) | $ 37,678 | $ 42,458 |
Audit Related Fees:(2) | -0- | -0- |
Tax Fees: (3) | -0- | -0- |
Other Fees: (4) |
-0- |
-0- |
Total Fees |
$ 37,678 |
$ 42,458 |
(1) AUDIT FEES
This category includes the aggregate fees billed or
accrued for each of the last two fiscal years for professional services
rendered by the independent auditors for the audit of the Company's annual
financial statements and review of financial statements included in the
Company's Annual and Quarterly Reports filed with the SEC or services that
are normally provided by the accountant in connection with other statutory
and regulatory filings or engagements for those fiscal years.
(2) AUDIT-RELATED FEES
This category includes the aggregate fees billed in each
of the last two fiscal years for services by the independent auditors that
are reasonably related to the performance of the audits of the financial
statements and are not reported above under "Audit Fees".
(3) TAX FEES
This category includes the aggregate fees billed in each
of the last two years for professional services rendered by the independent
auditors for tax compliance, tax planning and tax advice.
(4) ALL OTHER FEES
This category includes the aggregate fees billed in each
of the last two fiscal years for products and services by the independent
auditors that are not reported under "Audit Fees", "Audit Related Fees" or
"Tax Fees".
RE-APPROVAL POLICIES AND PROCEDURES
Before we engage the accountant to render
audit or non-audit services, the Company's
Board of Directors acting as the audit committee approves such engagement.
The 2012 Annual Report of the Company on Form 10-K, which includes consolidated financial
statements for the fiscal year ended October 27, 2012 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 Meeting, the Company will send to such person, without charge, a copy
of its Annual Report on Form 10-K for Fiscal Year 2012 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 SEC. The Company provides a link to all its current
SEC Filings at its Internet web site: http://www.optsciences.com. The SEC also 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.
STOCKHOLDER PROPOSALS
Any qualified Stockholder desiring to have his proposal included on the Company's Information Statement
for the Annual Meeting of Stockholders to be held in the Year 2014 must submit such proposal in writing
to the Company no later than December 23, 2013.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Only one Annual Report, Information Statement and/or Notice of Internet Availability of Proxy Materials,
as applicable, will be delivered to multiple Stockholders sharing an address unless the Company has
received contrary instructions from one or more Stockholders. The Company will undertake to deliver promptly
upon written or oral request, a separate copy of the Annual Report, Information Statement, Notice of Meeting and/or Notice
of Internet Availability of Proxy Materials, as applicable, to a Stockholder at a shared address to which
the Company has delivered a single copy of such documents. If a Stockholder wishes to notify the Company
that he or she wishes to receive a separate copy of such documents, the Stockholder may contact the
President of the Company at (856) 829-2800 or at 1912 Bannard Street, Post Office Box 221, Riverton,
NJ 08077-0221.
Important Notice Regarding the Internet Availability of the Notice of Stockholders' Meeting to be
Held on March 27, 2013, Management Information Statement and Annual Report to Stockholders on Form 10-K:
The Notice of the 2013 Stockholders' Meeting, the Management Information Statement and the 2012 Annual
Report to Stockholders on Form 10-K are available at the Company's
website: http://www.optsciences.com.
By Order of the Board of Directors |
/s/ Anderson L. McCabe |
Anderson L. McCabe
President and Chief Executive Officer February 8, 2013 |
Opt-Sciences Corporation |
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