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. )
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|_| Preliminary Proxy Statement |_| Soliciting Material Under Rule
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Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
Schick Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)
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July 23, 2003
Dear Stockholders:
You are cordially invited to attend the 2003 Annual Meeting of
Stockholders of Schick Technologies, Inc. (the "Company"), to be held on
Wednesday, September 3, 2003, beginning at 10:00 a.m. at the Company's offices,
located at 30-00 47th Avenue, 5th floor, Long Island City, New York 11101.
Information about the meeting and the various matters on which the
stockholders will vote is included in the Notice of Meeting and Proxy Statement
which follow. Also included is a proxy card and postage-paid return envelope.
Please sign, date and mail the enclosed proxy card in the return envelope
provided, as promptly as possible, whether or not you plan to attend the
meeting. A copy of the Company's 2003 Annual Report is also enclosed for your
review.
I look forward to greeting you personally at the meeting.
Sincerely,
David B. Schick
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 3, 2003
TO THE STOCKHOLDERS OF SCHICK TECHNOLOGIES, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of Schick
Technologies, Inc. (the "Company") will be held on Wednesday, September 3, 2003,
at 10:00 a.m., at the Company's offices located on the fifth floor of 30-00 47th
Avenue, Long Island City, New York, for the following purposes:
1. To elect three (3) directors to serve for three-year terms or until
their respective successors are elected and qualified;
2. To ratify the selection of Grant Thornton LLP as the Company's
independent certified public accountants for the fiscal year ending
March 31, 2004; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of record of Common Stock as of the close of business on July
23, 2003 are entitled to notice of and to vote at the meeting and any
adjournment thereof.
In accordance with Delaware law, a list of the holders of Common Stock
entitled to vote at the 2003 Annual Meeting will be available for examination by
any stockholder for any purpose germane to the Annual Meeting, during ordinary
business hours, for at least 10 days prior to the Annual Meeting, at the offices
of the Company, 30-00 47th Avenue, Long Island City, New York.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU
MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.
By Order of the Board of Directors,
Zvi N. Raskin
Secretary
Long Island City, New York
July 23, 2003
schick
creating the image
Schick Technologies, Inc.
30-00 47th Avenue
Long Island City, New York 11101
(718) 937-5765
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On September 3, 2003
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy by the Board of Directors of Schick Technologies, Inc. (the
"Company") for use at the 2003 Annual Meeting of Stockholders (the "Annual
Meeting") to be held on September 3, 2003, at 10:00 a.m., New York time, at the
Company's offices, located on the fifth floor of 30-00 47th Avenue, Long Island
City, New York, and at any adjournments thereof, for the purposes set forth in
the Notice of Annual Meeting of Stockholders. This Proxy Statement and the form
of proxy enclosed are being mailed to stockholders with the Company's Annual
Report to Stockholders commencing on or about August 3, 2003.
Only stockholders of record of the common stock, par value $0.01 per
share, of the Company (the "Common Stock") at the close of business on July 23,
2003 will be entitled to vote at the Annual Meeting. As of that date, a total of
10,228,198 shares of Common Stock were outstanding, each share being entitled to
one vote. There is no cumulative voting. The presence at the Annual Meeting, in
person or by proxy, of the holders of a majority of the shares of Common Stock
will constitute a quorum for the transaction of business at the Annual Meeting.
If, however, a quorum is not present or represented at the Annual Meeting, the
stockholders entitled to vote thereat, present in person or represented by
proxy, will have the power to adjourn the Annual Meeting, without notice other
than announcement at the Annual Meeting, until a quorum shall be present or
represented.
Shares of the Company's Common Stock represented by proxies in the
accompanying form, which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted in the manner directed by a stockholder. If no direction is given, the
proxy will be voted FOR the election of the nominees for director named in this
Proxy Statement, and FOR ratification of the selection of Grant Thornton LLP as
the Company's independent
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certified public accountants. A stockholder may revoke a proxy at any time prior
to its exercise by giving to an officer of the Company a written notice of
revocation of the proxy's authority, by submitting a duly elected proxy bearing
a later date, by attending the Annual Meeting and voting in person or by
delivering a written revocation at the Annual Meeting.
If a stockholder returns a proxy withholding authority to vote the proxy
with respect to a nominee for director, then the shares of the Common Stock
covered by such proxy shall be deemed present at the Annual Meeting for purposes
of determining a quorum and for purposes of calculating the vote with respect to
such nominee, but shall not be deemed to have been voted for such nominee. If a
stockholder abstains from voting as to any matter, then the shares held by such
stockholder shall be deemed present at the Annual Meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on such matter, then the shares covered by such non-vote shall be deemed present
at the Annual Meeting for purposes of determining a quorum but shall not be
deemed to be present and entitled to vote at the Annual Meeting for purposes of
calculating the vote with respect to such matter. The three nominees for
director for three-year terms receiving the highest number of votes at the
Annual Meeting will be elected. The affirmative vote of a majority of the
outstanding shares of Common Stock present in person or by proxy at the Annual
Meeting is required to ratify the selection of the Company's certified public
accountants.
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no business that will be presented for consideration at the
Annual Meeting other than the matters described in this Proxy Statement. If any
other matters are properly brought before the Annual Meeting, the persons named
in the enclosed form of proxy will vote the proxies in accordance with their
best judgment.
PROPOSAL ONE:
ELECTION OF DIRECTORS
The Board of Directors of the Company is currently composed of eight
members divided into three classes. The members of each class are elected to
serve three-year terms with the term of office of each class ending in
successive years. Allen Schick, David B. Schick and Uri D. Landesman are the
directors in the class whose term expires at the Annual Meeting. The Board of
Directors has nominated Allen Schick, David B. Schick and Uri D. Landesman for
re-election and Allen Schick, David B. Schick and Uri D. Landesman have
indicated a willingness to serve. The directors of the two other classes of the
Company will continue in office for their existing terms. Upon the
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expiration of the term of a class of directors, the nominees for such class will
generally be elected for three-year terms at the annual meeting of stockholders
held in the year in which such term expires. A plurality of the shares of Common
Stock present and voting at the Annual Meeting is necessary to elect the
nominees for director.
The persons named as proxies in the enclosed form of proxy will vote the
proxies received by them for the election of Allen Schick, David B. Schick and
Uri D. Landesman, unless otherwise directed. In the event that any of the
nominees become unavailable for election at the Annual Meeting, the persons
named as proxies in the enclosed form of proxy may vote for a substitute nominee
in their discretion as recommended by the Board of Directors.
Information concerning the nominees and incumbent directors whose terms
will continue after the Annual Meeting is set forth below.
William K. Hood Age 79, has served as a Director of the Company
(Term expires in 2004) and as a Chairman of the Audit Committee of the
Board of Directors since February 2002. Mr. Hood's
current term on the Board expires at the Company's
Annual Meeting of Stockholders in 2004. From 1989
to 1996, Mr. Hood served as a Consultant to Harlyn
Products, Inc. and as a member of its Board of
Directors. From 1983 to 1988, he was Senior
Vice-President of American Bakeries Company. From
1981 to 1983, Mr. Hood served as Dean of the
Chapman University School of Business and
Management. From 1972 to 1980, he was President
and Chief Executive Officer of Hunt-Wesson Foods,
Inc. Mr. Hood is a Trustee of Chapman University.
Curtis M. Rocca III Age 40, has served as a Director of the Company
(Term expires in 2004) and as a member of the Audit Committee of the
Board of Directors since May 2002. Mr. Rocca's
current term on the Board expires at the Company's
Annual Meeting of Stockholders in 2004. Since
2000, Mr. Rocca has been the Chief Executive
Officer of Douglas, Curtis & Allyn, LLC. From 1998
to 2000, he served as Chief Executive Officer of
Dental Partners, Inc. From 1990 to 1998, Mr. Rocca
was Chairman and Chief Executive Officer of
Bio-Dental Technologies Corp.
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Jeffrey T. Slovin Age 38, has served as the Company's President and
(Term expires in 2004) Chief Operating Officer since November 2001. From
December 1999 to November 2001, Mr. Slovin was the
Company's President. Mr. Slovin's current term on
the Board expires at the Company's Annual Meeting
of Stockholders in 2004. Since November 2001, Mr.
Slovin has been a member of the Board of Directors
of Electronic Global Holding LTD. From 1999 to
November 2001, Mr. Slovin was a Managing Director
of Greystone & Co., Inc. From 1996 to 1999, Mr.
Slovin served in various executive capacities at
Sommerset Investment Capital LLC, including
Managing Director, and as President of Sommerset
Realty Investment Corp. During 1995, Mr. Slovin
was a Manager at Fidelity Investments Co. From
1991 to 1994, Mr. Slovin was Chief Financial
Officer of SportsLab USA Corp. and, from 1993 to
1994, was also President of Sports and
Entertainment Inc. From 1987 to 1991, Mr. Slovin
was an associate at Bear Stearns & Co.,
specializing in mergers and acquisitions and
corporate finance. Mr. Slovin holds an MBA degree
from Harvard Business School.
Euval Barrekette, Ph.D. Age 72, has served as a Director of the Company
(Term expires in 2005) since April 1992. Dr. Barrekette's current term on
the Board expires at the Company's Annual Meeting
of Stockholders in 2005. Dr. Barrekette is a
licensed Professional Engineer in New York State.
Since 1986 Dr. Barrekette has been a consulting
engineer and physicist. From 1984 to 1986 Dr.
Barrekette was Group Director of Optical
Technologies of the IBM Large Systems Group. From
1960 to 1984 Dr. Barrekette was employed at IBM's
T.J. Watson Research Center in various capacities,
including Assistant Director of Applied Research,
Assistant Director of Computer Science, Manager of
Input/Output Technologies and Manager of Optics
and Electrooptics. Dr. Barrekette holds an A.B.
degree from Columbia College, a B.S. degree from
Columbia University School of Engineering, an M.S.
degree from its Institute of Flight Structures and
a Ph.D. from the Columbia University Graduate
Faculties. Dr. Barrekette is a fellow of the
American Society of Civil Engineers, a Senior
Member of the Institute of Electronic & Electrical
Engineers, and a member of The National Society of
Professional Engineers, The New York State Society
of Professional Engineers, The Optical Society of
America and The New York Academy of Science. Dr.
Barrekette is the uncle of David B. Schick and the
brother-in-law of Dr. Allen Schick.
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Jonathan Blank, Esq. Age 58, has served as a Director of the Company
(Term expires in 2005) and as a member of the Audit Committee of the
Board of Directors since April 2000. Mr. Blank's
current term on the Board expires at the Company's
Annual Meeting of Stockholders in 2005. Since
1979, Mr. Blank has been a member of the law firm
of Preston Gates Ellis & Rouvelas Meeds LLP, a
managing partner of the firm since 1995 and a
member of the Executive Committee of Preston Gates
Ellis LLP since 1995.
David B. Schick Age 42, is a founder of the Company and, since its
(Nominee with new term inception in April 1992, has served as the
expiring in 2006) Company's Chief Executive Officer and Chairman of
the Board of Directors. From the Company's
inception to December 1999, Mr. Schick also served
as the Company's President. Mr. Schick's current
term on the Board expires at the Company's Annual
Meeting of Stockholders in 2003. Mr. Schick is
also a member of the Board of Directors of
Photobit Corporation. From September 1991 to April
1992, Mr. Schick was employed by Philips N.V.
Laboratories, where he served as a consulting
engineer designing high-definition television
equipment. From February 1987 to August 1991, Mr.
Schick was employed as a senior engineer at Cox
and Company, an engineering firm in New York City.
From January 1985 to January 1987, Mr. Schick was
employed as an electrical engineer at Grumman
Aerospace Co. Mr. Schick holds a B.S. degree in
electrical engineering from the University of
Pennsylvania's Moore School of Engineering. Mr.
Schick is the son of Dr. Allen Schick and the
nephew of Dr. Barrekette.
Allen Schick, Ph.D. Age 68, has served as a Director of the Company
(Nominee with new term since April 1992. Dr. Schick's current term on the
expiring in 2006) Board expires at the Company's Annual Meeting of
Stockholders in 2003. Since 1981, Dr. Schick has
been a professor at the University of Maryland
and, in 2000, was elected "Distinguished
University Professor", a title reserved for fewer
than 2% of the faculty. Since 1988, has been a
Visiting Fellow at the Brookings Institution. Dr.
Schick holds a Ph.D. degree from Yale University.
Dr. Schick is David B. Schick's father and the
brother-in-law of Dr. Barrekette.
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Uri D. Landesman Age 41, has served as a Director of the Company
(Nominee with new term since January 2003 and from April 1992 to June
expiring in 2006) 1997. Mr. Landesman's current term on the Board
expires at the Company's Annual Shareholders
Meeting in 2003. Since February 2003, Mr.
Landesman has been a Senior Portfolio Manager at
Federated Global Investment Management Corp. From
July 2001 to January 2003, Mr. Landesman was a
Principal and Portfolio Manager at Arlington
Capital Management. From April 1999 to June 2001,
he was a Principal and Chief Investment Officer at
Aaron Fleck & Associates, LLC/A.F.A. Management
Partners, L.P. From June 1993 to March 1999, Mr.
Landesman was employed at J.P. Morgan Investment
Management, as Vice-President and Lead Portfolio
Manager from February 1997 to March 1999, and as
Vice-President and Senior Analyst from June 1993
to January 1997. He holds a B.A. degree from
Yeshiva University.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
DR. ALLEN SCHICK, MR. DAVID B. SCHICK AND MR. URI D. LANDESMAN
AS DIRECTORS OF THE COMPANY.
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Meetings and Committees of The Board of Directors
During fiscal 2003, the Board of Directors held eight (8) meetings. Each
Director holding office during the year attended at least 75% of the total
number of meetings of the Board of Directors and committees of the Board on
which he served. The Board of Directors has an Audit Committee and an Executive
Compensation Committee, which are described below. The Company does not have a
nominating committee.
The Audit Committee currently consists of three directors. Its primary
duties and responsibilities are to serve as an independent and objective party
to monitor the Company's financial reporting process and internal control
system; review and
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appraise the audit efforts of the Company's independent certified public
accountants; and provide an open avenue of communication among the independent
certified public accountants, financial and senior management and the Board of
Directors. The Audit Committee has oversight responsibility relating to the
Company's accounting practices, internal financial controls and financial
reporting, including the engagement of independent certified public accountants
and the timing and cost of any audit as well as review of the independent
accountant's report on the financial statements following completion of each
such audit. The Audit Committee Charter was adopted on June 30, 2002 and amended
on April 9, 2003. A copy of the Audit Committee Charter, as amended, is attached
to this Proxy Statement as Appendix A. The current members of the Audit
Committee are Jonathan Blank, William K. Hood and Curtis M. Rocca III. The Audit
Committee held five (5) meetings during fiscal 2003.
The Executive Compensation Committee has oversight responsibility relating
to the Company's employee benefit and compensation plans, including compensation
of the executive officers and administering and recommending awards under the
Company's 1996 Employee Stock Option Plan. The current members of the Executive
Compensation Committee are Euval Barrekette, Jonathan Blank, William K. Hood,
Curtis M. Rocca and Allen Schick.
Compensation of Directors
Directors who are also employees of the Company are not separately
compensated for any services they provide as directors. In fiscal 2003, each
director of the Company who was not an employee received $1000 for each meeting
of the Board of Directors attended and $1000 for each committee meeting
attended. The Company was permitted to, but did not, pay such fees in Common
Stock. In addition, directors who are not employees of the Company are eligible
to receive annual and other grants of stock options under the Company's 1997
Directors Stock Option Plan. No fees are paid for meetings attended
telephonically.
EXECUTIVE OFFICERS
The following table shows the names and ages of all executive officers of
the Company, their positions and offices and the period during which each such
person served as an officer.
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Officer
Name Age Position Since
---- --- -------- -----
David B. Schick........ 42 Chairman of the Board and Chief
Executive Officer 1992
Jeffrey T. Slovin...... 38 President, Chief Operating Officer
And Director 1999
Michael Stone.......... 50 Executive Vice President of Sales and 2000
Marketing
Ari Neugroschl......... 32 Vice President of Management 2000
Information Systems
Stan Mandelkern........ 43 Vice President of Engineering 1999
Will Autz.............. 49 Vice President of Manufacturing 2003
Zvi N. Raskin.......... 40 Secretary and General Counsel 1992
Ronald Rosner.......... 56 Director of Finance and Administration 2000
The business experience of each of the executive officers who is neither a
nominee for Director nor a Director whose term of office will continue after the
Annual Meeting is set forth below.
MICHAEL STONE has served as the Company's Executive Vice President of
Sales and Marketing since September 2000 and as the Company's Vice
President of Sales and Marketing from January 2000 to September 2000. From
September 1993 to January 2000, Mr. Stone was General Manager of the
Dental Division of Welch-Allyn Company, and from October 1989 to September
1993 was Director of Marketing for Welch-Allyn. Mr. Stone holds an MBA
degree from the University of Rochester.
STAN MANDELKERN has served as the Company's Vice President of Engineering
since November 1999. From 1998 to 1999, Mr. Mandelkern was the Company's
Director of Electrical Engineering, and was a Senior Electrical Engineer
at the Company from 1997 to 1998. From 1996 to 1997 Mr. Mandelkern was at
Satellite Transmission Systems as Project Leader for the Digital Video
Products Group. From 1989 to 1996 Mr. Mandelkern held various design and
management positions at Loral Corp. Mr. Mandelkern holds an M.S. Degree in
electrical engineering from Syracuse University.
ARI NEUGROSCHL has served as the Company's Vice President of Management
Information Systems since July 2000. From November 1997 to July 2000, Mr.
Neugroschl was the Company's Director of Management Information Systems,
and from February 1996 to November 1997 he served as the Company's
Director of Customer Service and Support. Mr. Neugroschl holds a B.S. in
Economics from Yeshiva University.
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ZVI N. RASKIN has served as Secretary of the Company since April 1992 and
as General Counsel of the Company since September 1995. From April 1992 to
May 1996, Mr. Raskin was a Director of the Company. Mr. Raskin is admitted
to practice law before the Bars of the State of New York, the United
States District Courts for the Southern and Eastern Districts of New York
and the United States Court of Appeals for the Second Circuit. From 1992
to 1995, Mr. Raskin was a senior associate at the New York law firm of
Townley & Updike. From 1990 to 1992, Mr. Raskin was an associate at the
New York law firm of Dornbush Mandelstam & Silverman. Mr. Raskin holds a
J.D. degree from Yale Law School.
WILL AUTZ has served as the Company's Vice President of Manufacturing
since January 2003. From January 2000 to December 2002, Mr. Autz was the
Company's Director of Manufacturing. From 1996 to 1999, Mr. Autz was the
Manager of Manufacturing Engineering at Trident International Inc., a
division of Illinois Tools Work Inc. From 1991 to 1996, Mr. Autz was the
Director of Manufacturing & Manufacturing Engineering at General Signal
Networks, a division of General Signal Inc. Mr. Autz holds a BS in
Electromechanical Technology from the New York Institute of Technology and
is a member of the American Society of Manufacturing Engineers.
RONALD ROSNER has served as the Company's Director of Finance and
Administration since August 2000. From March 1999 to August 2000 Mr.
Rosner served the Company in several senior accounting and financial
capacities. Mr. Rosner holds a B.S. degree in Accounting from Brooklyn
College and has been a Certified Public Accountant in the State of New
York since May 1972. Prior to 1999, for a period of approximately four
years, Mr. Rosner was an audit manager with the predecessor to Ernst &
Young LLP.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation
received for the fiscal years ended March 31, 2003, 2002 and 2001 by the
Company's chief executive officer and each of the four most highly compensated
executive officers of the Company whose total salary and other compensation
exceeded $100,000 (the "Named Executives") for services rendered in all
capacities (including service as a director of the Company) during the year
ended March 31, 2003.
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Summary Compensation Table
Annual Long-Term
Compensation Compensation Awards
------------ -------------------
Other
Annual Securities All Other
Name and Principal Fiscal Compensa- Underlying Compensa-
Position Year Salary($) Bonus($) tion(1) Options(2) tion($)(3)
---------------------------------------------------------------------------------------------------
David B. Schick 2003 $246,540 $ 90,463 -- 8,572 $ 6,708
Chairman of the Board and 2002 225,246 50,000 -- 160,709 4,362
Chief Executive Officer 2001 200,000 16,308 -- -- 4,468
---------------------------------------------------------------------------------------------------
Jeffrey T. Slovin 2003 246,646 90,463 -- 8,502 6,710
President and Chief 2002 89,430 57,263 -- 150,000 1,846
Operating Officer (4)
---------------------------------------------------------------------------------------------------
Michael Stone 2003 212,487 45,232 -- 7,439 5,894
Executive Vice President of 2002 193,577 48,154 -- 135,207 4,491
Sales and Marketing 2001 175,000 -- -- -- 2,861
---------------------------------------------------------------------------------------------------
Zvi N. Raskin, Esq 2003 222,690 28,025 -- 7,793 5,078
General Counsel and 2002 204,154 20,000 -- 36,018 4,527
Secretary 2001 200,001 20,000 -- -- 4,038
---------------------------------------------------------------------------------------------------
Stan Mandelkern 2003 163,241 5,952 -- 7,240 4,081
Vice President of 2002 154,615 -- -- 30,108 3,865
Engineering 2001 121,878 -- -- -- 3,048
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(1) Does not include other compensation if the aggregate amount thereof does
not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus for the named officer.
(2) Represents options to purchase shares of Common Stock granted during
fiscal 2003, 2002, and 2001 pursuant to the Company's 1996 Employee Stock
Option Plan.
(3) Reflects amounts contributed by the Company in the form of matching
contributions to the Named Executive's Savings Plan account during fiscal
2003, 2002 and 2001.
(4) Prior to November 1, 2001, Greystone Funding Corporation ("Greystone")
paid Mr. Slovin for his service as the Company's President. The Company
reimbursed Greystone in the amount of $17,000 per month pursuant to a
Termination Agreement between the Company and Greystone entered into on
July 12, 2001 and made effective as of March 31, 2001. Such amounts are
not included in the table above.
Stock Option Grants
The following table sets forth information regarding grants of options to
purchase Common Stock made by the Company during the year ended March 31, 2003
to each of the Named Executives.
Option Grants in Fiscal 2003
Individual Grants
Number of Percent of
Securities Total Options
Underlying Granted to Exercise
Options Employees in Price Expiration Grant Date
Name Granted(1) Fiscal 2003(2) ($/Share) Date Value (3)
---- ---------- -------------- --------- ---------- ----------
David B. Schick 8,572 3.2% $3.03 11/18/07 $13,972
Jeffrey T. Slovin 8,502 3.2% $2.75 11/18/12 $14,283
Michael Stone 7,439 2.8% $2.75 11/18/12 $12,498
Stan Mandelkern 7,240 2.7% $2.75 11/12/12 $12.163
Zvi N. Raskin 7,793 2.9% $2.75 11/18/12 $13,092
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(1) All the options listed in the above table have the following vesting
schedule: 25% shall vest on November 18, 2003, 25% shall vest on November
18, 2004, 25% shall vest on November 18, 2005 and the final 25% shall vest
on November 18, 2006.
(2) The Company granted employees options to purchase a total of 265,000
shares of Common Stock in fiscal 2003.
(3) The Company uses the Black-Scholes valuation model to determine the grant
date value. Assumptions used to calculate the grant date value include:
Volatility 82%
Risk-free interest rate 3.03%
Dividend yield None
Time of exercise 4 years
Option Exercises and Year-End Value Table
The following table sets forth information regarding the exercise of stock
options during fiscal 2003 and the number and value of unexercised options held
at March 31, 2003 by each Named Executive.
Aggregated Option Exercises in Fiscal 2003
and Fiscal 2003 Year-End Option Values
Number of
Securities Value of
Underlying Unexercised
Unexercised "In-the-Money"
Options at Options at
Shares March 31, 2003 March 31, 2003
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized ($) Unexercisable Unexercisable(1)
---- ----------- ------------ -------------- ----------------
David B. Schick -- -- 114,283/64,998 $271,091/127,357
Jeffrey T. Slovin -- -- 80,000/108,502 $282,400/316,008(2)
Michael Stone -- -- 85,332/82,314 $276,672/258,209
Stan Mandelkern -- -- 48,151/27,877 $132,168/84,540
Zvi N. Raskin -- -- 19,406/19,111 $190/63,845
(1) Options are "in-the-money" if the fair market value of the underlying
securities exceeds the exercise price of the options. The amounts set
forth represent the difference between $4.28 per share, the closing price
per share on March 31, 2003, and the exercise price of the option,
multiplied by the applicable number of options.
(2) This chart does not include warrants issued to Mr. Slovin as designee of
Greystone. Such warrants are discussed in this Proxy Statement under the
caption"Certain Transactions".
EMPLOYMENT AGREEMENTS
In January 2002, the Company entered into a two-year employment agreement
with Michael Stone, pursuant to which Mr. Stone is employed as the Company's
Executive Vice President of Sales and Marketing. Mr. Stone's annual base salary
is $210,000. In addition to base salary, Mr. Stone is eligible to receive annual
merit and/or cost-of-living increases as
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may be determined by the Executive Compensation Committee of the Board of
Directors. Pursuant to the terms of the employment agreement, Mr. Stone also
received a performance bonus equal to 0.5% of the Company's earnings before
income taxes, depreciation and amortization for the 2003 fiscal year. In
addition, Mr. Stone received 75,000 employee stock options which vest as
follows: 12,500 options upon grant, an additional 25,000 options on January 14,
2003, an additional 25,000 options on January 14, 2004, and the final 12,500
options on January 14, 2005. In the event that Mr. Stone is terminated from
employment with the Company without cause, he would receive 6 months of
severance pay, a pro-rated performance bonus and immediate vesting of all
unvested Company stock options. Additionally, all unvested Company stock options
held by Mr. Stone will immediately vest in the event that the Company has a
change in control or is acquired by another entity.
In December 2001, the Company entered into a three-year employment
agreement with David Schick, replacing the previous employment agreement between
the Company and Mr. Schick, entered into in February 2000. Pursuant thereto, Mr.
Schick is employed as Chief Executive Officer of the Company. The term of the
agreement is renewable thereafter on a year-to-year basis unless either party
gives 60 days written notice of termination before the end of the then-current
term. Mr. Schick's initial base annual salary under the Agreement is $242,000.
In addition to base salary, Mr. Schick is eligible to receive annual merit or
cost-of-living increases as may be determined by the Executive Compensation
Committee of the Board of Directors. Mr. Schick will also receive an increase in
base salary as well as incentive compensation in the form of a bonus based on
the Company's EBITDA. Such incentive compensation is capped at $100,000 per
fiscal year. Pursuant to the Agreement, as amended by a letter agreement dated
March 4, 2002, Mr. Schick also received 150,000 employee stock options which
vest as follows: 50,000 options on December 20, 2002, an additional 50,000
options on December 20, 2003, and the final 50,000 options on December 20, 2004.
Additionally, all Company stock options held by, or to be issued to, Mr. Schick
will immediately be granted and vest in the event that the Company has a change
in control or is acquired by another company or entity. In the event that Mr.
Schick is terminated from employment with the Company without cause, he would
receive severance pay for two years or the remainder of the term of the
Agreement, whichever time period is shorter. Under certain circumstances, where
the Company effects a change in Mr. Schick's title or diminishes, in any
significant manner, his duties or responsibilities of employment, Mr. Schick may
unilaterally resign from employment. In this instance, he would act as a
consultant to the Company for a period of one year following his resignation and
receive severance pay for one year.
In November 2001, the Company entered into a three-year employment
agreement with Jeffrey T. Slovin. Pursuant to the Agreement, Mr. Slovin is
employed as President and Chief Operating Officer of the Company. Mr. Slovin's
initial base annual salary under the Agreement is $240,000. In addition to base
salary, Mr. Slovin is eligible to receive annual
12
merit or cost-of-living increases as may be determined by the Executive
Compensation Committee of the Board of Directors. Mr. Slovin will also receive
an increase in base salary as well as incentive compensation in the form of a
bonus based on the Company's EBITDA. Such incentive compensation is capped at
$100,000 per fiscal year. Pursuant to the Agreement, Mr. Slovin also received
150,000 employee stock options which vest as follows: 50,000 options on October
31, 2002, an additional 50,000 options on October 31, 2003, and the final 50,000
options on October 31, 2004. Additionally, all Company stock options held by, or
issued to, Mr. Slovin will immediately vest in the event that the Company has a
change in control or is acquired by another company or entity. In the event that
Mr. Slovin is terminated from employment with the Company without cause, he
would receive severance pay for two years or the remainder of the term of the
Agreement, whichever time period is shorter. Under certain circumstances, where
the Company effects a change in Mr. Slovin's title or diminishes, in any
significant manner, his duties or responsibilities of employment, Mr. Slovin may
unilaterally resign from employment. In this instance, he would act as a
consultant to the Company for a period of one year following his resignation and
receive severance pay for one year.
In February 2000, the Company entered into a three-year employment
agreement with Zvi Raskin, effective January 1, 2000, pursuant to which Mr.
Raskin was employed as General Counsel of the Company until January 2003. Under
the expired employment agreement, Mr. Raskin's base annual salary was $220,000.
In addition to base salary, Mr. Raskin received a bonus of $20,000 per calendar
year and was eligible to receive additional performance bonuses at the sole
discretion of the Executive Compensation Committee of the Board of Directors.
Mr. Raskin was also awarded 75,000 shares of the Company's Common Stock, subject
to a risk of forfeiture which expired as to 25,000 shares on each of December
31, 2000, 2001 and 2002. Upon the sale of any such vested shares, Mr. Raskin is
required to pay the Company the sum of $1.32 per share sold within 30 days
following such sale. In the event that Mr. Raskin was terminated from employment
with the Company without cause, he would have received 12 months of severance
pay. Since January 2003, Mr. Raskin has been serving as an at-will employee of
the Company.
EXECUTIVE COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
This report shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement into any filing under the
Securities Act of 1933 or under the Exchange Act, except to the extent that the
Company specifically incorporates the information contained herein by reference,
and shall not otherwise be deemed filed under those acts.
Compensation Philosophy: The Company does business in a competitive and
dynamic industry. The Company's continued success in such an environment
depends, in part, on
13
its ability to attract and retain talented senior executives. The Company must
provide executives with long- and short-term incentives to maximize corporate
performance, and reward successful efforts to do so. As a result, the
Committee's compensation policies are designed to:
(i) Provide a competitive level of compensation to attract and retain
talented management;
(ii) Reward senior executives for corporate performance;
(iii) Align the interests of senior executives with the Company's
stockholders in order to maximize stockholder value;
(iv) Motivate executive officers to achieve the Company's business
objectives; and
(v) Reward individual performance.
To achieve these compensation objectives, the Committee has developed
compensation packages for senior executive officers generally consisting of base
salary, a bonus arrangement and awards of stock options.
Base Salary. The Company seeks to pay competitive salaries to executive
officers commensurate with their qualifications, duties and responsibilities. In
conducting salary reviews, the Committee considers each individual executive
officer's achievements during the prior fiscal year in meeting the Company's
financial and business objectives, as well as the executive officer's
performance of individual responsibilities and the Company's financial position
and overall performance.
Bonuses. The Committee believes that performance bonuses are a key link
between executive pay and stockholder value.
Option Grants. The Committee believes that equity ownership by executive
officers provides incentive to build stockholder value and aligns the interests
of officers with the stockholders. The Committee typically recommends or awards
an option grant upon hiring executive officers or within one year of their date
of hire, subject to a maximum four-year vesting schedule. After the initial
stock option grant, the Committee periodically considers additional grants,
under the Company's 1996 Employee Stock Option Plan. Options are granted at the
then-current market price for the Company's Common Stock and, consequently, have
value only if the price of the Common Stock increases over the exercise price
during the period in which the option is exercisable. The size of the initial
grant is usually determined with reference to the seniority of the officer, the
contribution the officer is expected to make to the Company and comparable
equity compensation offered by others in the industry. In determining the size
of the periodic grants, the Committee considers prior option grants to the
officer, independent of whether the options have been
14
exercised, the executive's performance during the year and his or her expected
contributions in the succeeding year. The Committee believes that periodic
option grants provide incentives for executive officers to remain with the
Company.
Modification of Compensation Policies. The Omnibus Budget Reconciliation
Act of 1993 includes potential limitations on tax deductions for compensation in
excess of $1,000,000 paid to the Company's executive officers. The Compensation
Committee has analyzed the impact of this provision of the tax law on the
compensation policies of the Company, has determined that historically the
effect of this provision on the taxes paid by the Company has not and would not
have been significant and has decided for the present not to modify the
compensation policies of the Company based on such provision. In the event that
a material amount of compensation might potentially not be deductible, it will
consider what actions, if any, should be taken to seek to make such compensation
deductible without compromising its ability to motivate and reward excellent
performance.
Chief Executive Officer Compensation. The Committee reviews the
performance of the Chief Executive Officer, and other executive officers of the
Company, generally on an annual basis. In December 2001, the Company entered
into a three-year employment agreement with David Schick, the Company's Chief
Executive Officer, supplanting the prior employment agreement between the
Company and Mr. Schick, entered into in February 2000. Prior to entering into
the agreement, the Committee conducted a review of Mr. Schick's compensation.
The Committee considered salary data for other companies and the Company's
earnings and financial position in comparison to preceding years. The terms of
Mr. Schick's employment agreement are discussed above. See "Employment
Agreements," supra page 12.
Euval Barrekette, Jonathan Blank, William K. Hood,
Curtis M. Rocca and Allen Schick
Members of the Executive
Compensation Committee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee reviews and makes recommendations
regarding the compensation for top management and key employees of the Company,
including salaries and bonuses. The members of the Executive Compensation
Committee during the fiscal year ended March 31, 2003 were Euval Barrekette,
Jonathan Blank, William K. Hood, Curtis M. Rocca and Allen Schick. None of such
persons is an officer or employee, or former officer or employee, of the Company
or any of its subsidiaries. Allen Schick is David Schick's father, and Euval
Barrekette is David Schick's uncle. No interlocking relationship existed during
the fiscal year ended March
15
31, 2003, between the members of the Company's Board of Directors or Executive
Compensation Committee and the board of directors or compensation committee of
any other company, nor had any such interlocking relationship existed in the
past.
The following graph compares the Company's cumulative stockholder return
on its Common Stock with the return on the Russell 2000 Index and the Dow Jones
Advanced Technology Medical Devices Index from March 31, 1998 through March 31,
2003, the end of the Company's fiscal year. The graph assumes investments of
$100 on March 31, 1998 in the Company's Common Stock, the Russell 2000 Index and
the Dow Jones Advanced Technology Medical Devices Index and assumes the
reinvestment of all dividends.
[LINE GRAPH OMITTED]
3/31/98 3/31/99 3/31/00 3/31/01 3/31/02 3/31/03
SCHICK TECHNOLOGIES 100.00 16.18 9.66 3.20 8.43 16.78
PEER GROUP INDEX 100.00 131.93 163.75 161.69 172.07 177.93
RUSSELL 2000 INDEX 100.00 83.74 114.98 97.35 110.97 81.04
16
CERTAIN TRANSACTIONS
In connection with the December 1999 loan agreement with Greystone
(amended in March 2000), the Company issued to Greystone 4,250,000 warrants (the
"Warrants") to purchase the Company's Common Stock, and to Jeffrey T. Slovin, as
Greystone's designee, 750,000 warrants to purchase the Company's Common Stock.
The Warrants are exercisable at $0.75 per share and are subject to anti-dilution
adjustment. Mr. Slovin is the Company's President and Chief Operating Officer
and serves as a Director of the Company. In July 2001, the Company repaid the
Greystone loan in full and the Greystone loan agreement was terminated. Certain
notes payable to DVI Financial Services, Inc. ("DVI"), which were assigned to
Greystone in 2000, were repaid in full as of June 30, 2003. In connection with
such assignment, DVI transferred warrants to purchase 552,500 shares of Common
Stock to Greystone and warrants to purchase 97,500 shares of Common Stock to
Jeffrey T. Slovin, as Greystone's designee. Such transferred warrants are
exercisable at $0.75 per share and are subject to anti-dilution adjustment.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 23, 2003 by (i) each person
who is known by the Company to own beneficially more than 5% of the Common
Stock, (ii) each director, (iii) each Named Executive of the Company and (iv)
all directors and executive officers of the Company as a group. Unless otherwise
noted, the stockholders listed in the table have sole voting and investment
powers with respect to the shares of Common Stock owned by them.
Number of Shares Percentage of
Name Beneficially Owned(1) Outstanding Shares
---- --------------------- ------------------
David B. Schick(2) 2,247,583(3) 21.9%
Jeffrey T. Slovin(2) 927,500(11) 8.3%
Michael Stone(2) 162,632(4) 1.6%
Stan Mandelkern(2) 64,251(5) *
Zvi N. Raskin(2) 94,406(6) *
Euval S. Barrekette(7) 178,240(8) 1.7%
Allen Schick(9) 653,824(10) 6.4%
William K. Hood (12) 60,250(13) *
Jonathan Blank(14) 190,575(15) 1.8%
Curtis M. Rocca(19) 32,000(20) *
Uri Landesman(21) 104,600(22) 1.0%
Greystone Funding Corp.(16) 4,802,500(17) 32.0%
All current executive Officers
And Directors as a group(18) 4,779,482 43.8%
* Less than 1%
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission (the "Commission") and includes voting
power and/or investment power with respect to securities. Shares of Common
Stock subject to options or warrants currently exercisable or exercisable
within 60 days of July 23, 2003 are deemed outstanding for computing the
number and the
17
percentage of outstanding shares beneficially owned by the person holding
such options or warrants but are not deemed outstanding for computing the
percentage beneficially owned by any other person.
(2) Such person's business address is c/o Schick Technologies, Inc., 30-00
47th Avenue, Long Island City, New York 11101.
(3) Consists of 2,183,300 shares held jointly by Mr. Schick and his wife; 4283
shares issuable upon the exercise of stock options granted to Mr. Schick
in October 2001; 50,000 shares issuable upon the exercise of stock options
granted to Mr. Schick in December 2001 and 10,000 shares issuable upon the
exercise of stock options granted to Mr. Schick in October 1998, pursuant
to the 1996 Employee Stock Option Plan.
(4) Consists of 71,050 shares held by Mr. Stone; 18,750 shares issuable upon
the exercise of stock options granted to Mr. Stone in January 2000; 18,750
shares issuable upon the exercise of stock options granted to Mr. Stone in
January 2001; 12,500 shares issuable upon the exercise of stock options
granted to Mr. Stone in December 2001; 4,082 shares issuable upon the
exercise of stock options granted to Mr. Stone in October 2001 and 37,500
shares issuable upon the exercise of stock options granted to Mr. Stone in
January 2002.
(5) Consists of 1,000 shares held by Mr. Mandelkern; 2,000 shares issuable
upon the exercise of stock options granted to Mr. Mandelkern in April
1998; 5,000 shares issuable upon the exercise of stock options granted to
Mr. Mandelkern in July 1998; 2,560 shares issuable upon the exercise of
stock options granted to Mr. Mandelkern in March 1999; 29,120 shares
issuable upon the exercise of stock options granted to Mr. Mandelkern in
January 2000; 20,880 shares issuable upon the exercise of stock options
granted to Mr. Mandelkern in January 2001 and 3,691 shares issuable upon
the exercise of stock options granted to Mr. Mandelkern in October 2001.
(6) Consists of 75,000 shares (the "Shares") issued by the Company to Mr.
Raskin on February 6, 2000, which were subject to restrictions on their
sale or transfer which have expired; 2,343 shares issuable upon the
exercise of stock options granted to Mr. Raskin in July 1997; 2006 shares
issuable upon the exercise of options granted to Mr. Raskin in April 1998;
5,000 shares issuable upon the exercise of options granted to Mr. Raskin
in July 1998; 10,000 shares issuable upon the exercise of options granted
to Mr. Raskin in October 1998, 7 shares issuable upon the exercise of
options granted to Mr. Raskin in October 2001 and 50 shares issuable upon
the exercise of stock options granted to Mr. Raskin in December 2001. With
respect to the Shares, Mr. Raskin is required to pay the Company the sum
of $1.32 per share sold within 30 days following their sale. The Company
recorded a note receivable, which is presented as a reduction of paid-in
capital amounting to $99, relating to the issuance of the Shares. The
charge to operations relating to this stock award is not material to the
financial statements.
(7) Such person's address is 90 Riverside Drive, New York, New York 10024.
(8) Consists of 115,740 shares held by Dr. Barrekette; 2,500 shares issuable
upon the exercise of stock options granted to Dr. Barrekette in July,
1998; 30,000 shares issuable upon the exercise of stock options granted to
Dr. Barrekette in June, 2000, pursuant to the 1997 Directors Stock Option
Plan and 30,000 shares issuable upon the exercise of stock options granted
to Dr. Barrekette in December 2001, pursuant to the 1997 Directors Stock
Option Plan.
(9) Such person's business address is University of Maryland at College Park,
School of Public Affairs, Van Munching Hall, College Park, Maryland 20742.
(10) Consists of 546,524 shares held jointly by Dr. Schick and his wife; 44,800
shares held by Dr. Schick as custodian for the minor children of David
Schick; 2,500 shares issuable upon the exercise of stock options granted
to Dr. Schick in July 1998; 30,000 shares issuable upon the exercise of
stock options granted to Dr. Schick in June, 2000, pursuant to the 1997
Directors Stock Option Plan and 30,000 shares issuable upon the exercise
of stock options granted to Dr. Schick in December 2001, pursuant to the
1997 Directors Stock Option Plan. Dr. Schick disclaims beneficial
ownership of the 44,800 shares held as custodian.
(11) Consists of 847,500 shares issuable upon the exercise of warrants held by
Mr. Slovin (which Mr. Slovin received as designee of Greystone); 50,000
shares issuable upon the exercise of stock options granted to Mr. Slovin
in November 2001 and 30,000 shares issuable upon the exercise of stock
options granted to Mr. Slovin in June 2000, pursuant to the 1997 Directors
Stock Option Plan.
(12) Such person's address is 444 Via Lido Nord, Newport Beach, CA 92663.
18
(13) Consists of 30,250 shares held by Mr. Hood and 30,000 shares issuable upon
the exercise of stock options granted to Mr. Hood in February 2002,
pursuant to the 1997 Directors Stock Option Plan.
(14) Such person's business address is c/o Preston Gates Ellis & Rouvelas Meeds
LLP, 1735 New York Avenue, N.W., Washington, D.C. 20006.
(15) Consists of 130,575 shares held by Mr. Blank; 30,000 shares issuable upon
the exercise of stock options granted to Mr. Blank in June 2000, pursuant
to the 1997 Directors Stock Option Plan and 30,000 shares issuable upon
the exercise of stock options granted to Mr. Blank in December 2001,
pursuant to the 1997 Directors Stock Option Plan.
(16) Greystone's address is 152 West 57th Street, New York, New York 10019.
(17) Consists of 4,802,500 shares issuable upon the exercise of warrants held
by Greystone.
(18) Includes the shares underlying warrants described in Note 11 as well as
shares subject to options held by current officers and directors.
(19) Such person's business address is c/o Douglas, Curtis & Allyn, LLC, 2998
Douglas Boulevard, Suite 300, Roseville, CA 95661.
(20) Consists of 2,000 shares held by Mr. Rocca and 30,000 shares issuable upon
the exercise of stock options granted to Mr. Rocca in July 2002, pursuant
to the 1997 Directors Stock Option Plan.
(21) Such person's address is 25 Lovell Road, New Rochelle, New York, NY 10804.
(22) Consists of 89,600 shares held by Mr. Landesman and 15,000 shares issuable
upon the exercise of stock options granted to Mr. Landesman in January
2003, pursuant to the 1997 Directors Stock Option Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Commission. Such executive officers and
directors and greater than 10% beneficial owners are required by the regulations
of the Commission to furnish the Company with copies of all Section 16(a)
reports they file.
Based solely on a review of the copies of such reports furnished to the
Company and written representations from executive officers and directors, the
Company believes that all Section 16(a) filing requirements applicable to its
executive officers and directors and greater than 10% beneficial owners were
complied with, except for the following: a Form 3 was filed on May 13, 2003 for
Mr. Autz who became Vice President of Manufacturing on April 9, 2003. A Form 4
was filed on February 5, 2003 for Mr. Landesman who was issued stock options on
January 29, 2003 by the Board of Directors, pursuant to the 1997 Directors Stock
Option Plan. Eight Forms 4 were filed on November 29, 2002 for the issuance of
employee stock options on November 18, 2002 by the Board of Directors to the
following executive officers, pursuant to the 1996 Employee Stock Option Plan:
Messrs. Mandelkern, Neugroschl, Raskin, William Rogers, Rosner, Schick, Slovin
and Stone.
19
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Company's Board of Directors is currently
composed of three Directors, Messrs. Hood, Rocca and Blank, all of whom are
independent Directors as such term is defined in Rule 4200(a)(15) of the
National Association of Securities Dealers' independent director and audit
committee listing standards. In addition, the Company's Board of Directors has
determined that Messrs. Hood and Rocca are "audit committee financial experts,"
as those terms are defined by the Securities and Exchange Commission. The Audit
Committee operates under a written charter that was adopted by the Board of
Directors on June 30, 2002 and amended on April 9, 2003. (A copy of the Audit
Committee charter, as amended, is annexed to this proxy statement as Appendix
A.) The Audit Committee met five times during fiscal 2003.
Pursuant to the Audit Committee charter, the Audit Committee's
responsibilities include monitoring the Company's financial reporting process
and internal control systems, as well as complaints or concerns relating
thereto; pre-approving all services to be performed by the Company's independent
accountants; reviewing and appraising the performance of the Company's
independent accountants; overseeing the performance of the Company's independent
accountants; providing an open avenue of communication between the Company's
independent accountants, Management and the Board of Directors; and recommending
to the Board of Directors the yearly selection of the Company's independent
accountants and approving the fees and other compensation to be paid to them.
In executing its responsibilities, the Audit Committee has reviewed and
discussed the audited financial statements with Management of the Company. The
Audit Committee has discussed with the Company's independent accountants the
matters required to be discussed by SAS 61, as amended. In addition, the Audit
Committee has received the written disclosures and a letter from the Company's
independent accountants delineating all relationships between it and the
Company, consistent with Independence Standards Board Standard No. 1
("Independence Discussions with Audit Committee"), as may be modified or
supplemented, and has discussed with the independent accountants matters
pertaining to their independence. The Audit Committee also considered whether
the additional services unrelated to Audit Services performed by Grant Thornton
LLP were compatible with maintaining their independence in performing their
Audit Services. Based upon the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for 2003 for
filing with the Securities and Exchange Commission. The Audit Committee and
Board of Directors have also recommended the selection of Grant Thornton LLP as
the Company's independent accountants for the fiscal year ending March 31, 2004.
William K. Hood, Chair, Jonathan Blank and Curtis M. Rocca III
Members of the Audit Committee
20
INDEPENDENT ACCOUNTANTS' FEES
The Company incurred the following fees for services performed by Grant
Thornton LLP pertaining to the fiscal years ended March 31, 2003 and March 31,
2002, respectively.
Audit Fees
Grant Thornton LLP billed aggregate fees of $174,481.00 and $131,768.00
for the annual audit and three quarterly reviews pertaining to the fiscal years
ended March 31, 2003 and March 31, 2002, respectively.
Tax Fees
Grant Thornton LLP billed aggregate fees of $28,550.00 and $15,000.00 for
tax fees pertaining to the fiscal years ended March 31, 2003 and March 31, 2002,
respectively.
All Other Fees
Grant Thornton LLP billed aggregate fees of $11,762.00 and $29,756.00 for
all other services rendered to the Company during the fiscal years ended March
31, 2003 and March 31, 2002, respectively.
PROPOSAL TWO
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Grant Thornton LLP as independent
accountants for the Company for the fiscal year ending March 31, 2004. A
proposal to ratify the appointment of Grant Thornton LLP will be presented at
the Annual Meeting. Representatives of Grant Thornton LLP are expected to be
present at the Annual Meeting, will have an opportunity to make a statement if
they desire to do so and will be available to answer questions from
stockholders. If the appointment of Grant Thornton LLP is not approved by the
stockholders, the Board of Directors is not obligated to appoint other
accountants, but the Board of Directors will give consideration to such
unfavorable vote.
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF THE SELECTION OF GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR FISCAL 2004.
--------------------------------------------------------------------------------
21
SOLICITATION OF PROXIES
The Company is paying the costs for the solicitation of proxies, including
the cost of preparing and mailing this Proxy Statement. Proxies are being
solicited primarily by mail, but in addition, the solicitation by mail may be
followed by solicitation in person, or by telephone or facsimile, by regular
employees of the Company without additional compensation. The Company will
reimburse brokers, banks and other custodians and nominees for their reasonable
out-of-pocket expenses incurred in sending proxy materials to the Company's
stockholders.
PROPOSALS FOR THE 2004 ANNUAL MEETING
Pursuant to federal securities laws, any proposal by a stockholder to be
presented at the 2004 Annual Meeting of Stockholders and to be included in the
Company's proxy statement must be received at the Company's executive office at
30-00 47th Avenue, Long Island City, New York 11101, no later than the close of
business on April 4, 2004. Proposals should be sent to the attention of the
Secretary. Pursuant to the Company's By-laws, in order for business to be
properly brought before an annual meeting of stockholders by a Stockholder, the
stockholder must give written notice of such stockholder's intent to bring a
matter before the annual meeting not less than ninety days prior to the date of
such meeting; provided, however, that if less than ninety days' notice or prior
public disclosure of the date of such meeting is given to stockholders or made,
the stockholder must give such written notice no later than the close of
business on the tenth (10th) day following the day on which notice or public
disclosure of the date of such meeting is given or made. Each such notice should
be sent to the attention of the Company's Secretary, and must set forth certain
information with respect to the stockholder who intends to bring such matter
before the meeting and the business desired to be conducted, as set forth in
greater detail in the Company's By-laws.
GENERAL
The Company's Annual Report for the fiscal year ended March 31, 2003 is
being mailed to stockholders together with this Proxy Statement. The Annual
Report is not to be considered part of the soliciting materials.
The information set forth in this Proxy Statement under the captions
"Executive Compensation Committee Report on Executive Compensation", "Report of
the Audit Committee" and "Comparison of 5 year Cumulative Total Return" shall
not be deemed to be (i) incorporated by reference into any filing by the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
to the extent that in any such filing
22
the Company expressly incorporates such information by reference, and (ii)
"soliciting material" or to be "filed" with the SEC.
By Order of the Board of Directors,
Zvi N. Raskin
Secretary
23
SCHICK TECHNOLOGIES, INC.
PROXY
Annual Meeting of Stockholders
September 3, 2003
(Solicited On Behalf Of The Board Of Directors)
The undersigned stockholder of Schick Technologies, Inc. hereby constitutes and
appoints each of David B. Schick, Jeffrey T. Slovin and Zvi N. Raskin as the
attorney and proxy of the undersigned, with full power of substitution and
revocation, to vote for and in the name, place and stead of the undersigned at
the Annual Meeting of Stockholders of Schick Technologies, Inc. (the "Company")
to be held at the Company's offices at 30-00 47th Avenue, fifth floor, Long
Island City, New York, on Wednesday, September 3, 2003 at 10:00 a.m., and at any
adjournments thereof, the number of votes the undersigned would be entitled to
cast if present.
--------------------------------------------------------------------------------
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THREE
DIRECTORS AND FOR EACH OF THE FOLLOWING PROPOSALS.
--------------------------------------------------------------------------------
1. Election of three directors nominated by the Board of Directors.
|_| FOR the nominees listed |_| WITHHOLD AUTHORITY
below(except as indicated to to vote for the nominees
the contrary below) listed below
Allen Schick
David B. Schick
Uri D. Landesman
---------------------------------------------------------------
---------------------------------------------------------------
24
2. Proposal to ratify the selection of Grant Thornton LLP as the
Company's independent accountants for the fiscal year ending March
31, 2004.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In his discretion, upon such other matters as may properly come
before the meeting.
Said attorney and proxy, or his substitutes (or if only one, that one), at
said meeting, or any adjournments thereof, may exercise all of the powers hereby
given. Any proxy heretofore given is hereby revoked.
Receipt is acknowledged of the Notice of Annual Meeting of Stockholders,
the Proxy Statement accompanying such Notice and the Annual Report to
stockholders for the fiscal year ended March 31, 2003.
__________________________ ,2003 _______________________________
Date Stockholder(s) signature(s)
__________________________ ,2003 _______________________________
Date Stockholder(s) signature(s)
Note: If shares are held jointly, both holders should sign. Attorneys,
executors, administrators, trustees, guardians or others signing in a
representative capacity should give their full titles. Proxies executed in the
name of a corporation should be signed on behalf of the corporation by its
president or other authorized officer.
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APPENDIX A
CHARTER OF THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. PURPOSE
The primary function of the Audit Committee of the Schick Technologies
Board of Directors (the "Audit Committee") is to provide assistance to the
Directors of Schick Technologies, Inc. (the "Company") in fulfilling their
responsibility to the Company's shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of the financial reports of the
Company.
The Audit Committee's primary duties and responsibilities are to:
(i) Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system and complaints or
concerns relating thereto.
(ii) Pre-approve all auditing services as well as non-audit services to be
provided by the auditor.
(iii) Review and appraise the audit efforts of the Company's independent
accountants, who shall ultimately be accountable to the Audit Committee
and the Board of Directors.
(iv) Provide an open avenue of communication among the independent accountants,
financial and senior Management and the Board of Directors.
(v) If deemed necessary and appropriate, make periodic proposals to the Board
of Directors concerning the adoption of changes to the Company's
accounting and internal control environment.
II. COMPOSITION
The Audit Committee shall be appointed by the Board and shall be comprised
of three or more directors (the precise number to be determined by the Board),
all of whom shall be independent (i.e., a Committee member may not accept any
consulting, advisory, or other compensatory fee from the Company, other than in
his or her capacity as a Board or Committee member and may not be an "affiliated
person" of the Company or any subsidiary thereof). Such members shall also be
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of their independent judgment as members of the Audit
Committee. All members of the Audit Committee shall have a working familiarity
with basic finance and accounting practices, and at least one member of the
Audit Committee shall be an Audit Committee "financial expert" as defined by the
SEC in its rules.
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Unless a Chair is elected by the full Board, the members of the Audit
Committee may designate a Chair by majority vote of the full Audit Committee
membership.
III. MEETINGS
The Audit Committee shall meet at least four times annually (in person or
telephonically), or more frequently as circumstances dictate, as follows:
(i) Once annually, or more frequently as circumstances dictate, prior to the
release of the Company's Annual Report on Form 10-K (or 10-KSB), with Company
Management, the Company's principal accounting officer, and with the Company's
independent accountants outside the presence of Company Management, consistent
with Section IV (ii) below;
(ii) Once each quarter: (a) prior to the release of the Company's Quarterly
Report on Form 10-Q, with the Company's independent accountants and Company
Management to review the Company's financials, consistent with Section IV(iii)
below. The Audit Committee shall determine, in the exercise of its discretion,
whether to meet with the Company's independent accountants outside the presence
of Company Management. The Chair of the Audit Committee may represent the entire
Committee for purposes of these meetings; (b) with the Company's Chief Executive
Officer; (c) with the Company's Chief Financial Officer ("CFO") or, in the
absence of a CFO, with the Company's principle accounting officer; and (d) with
the Company's Chief Operating Officer.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, The Audit Committee shall:
(i) Review and update this Charter periodically, as deemed necessary or
appropriate by the Board of Directors or members of the Audit
Committee.
(ii) Review with Company Management and the independent accountants each
Form 10-K Annual Report prior to its filing, and review and consider
with the independent accountants the matters required to be
discussed by Statement of Auditing Standards ("SAS") No. 61 as
amended.
(iii) Review with financial Management and the independent accountants
each Form 10-Q quarterly report prior to its filing, and review with
the independent accountants the matters required to be discussed by
SAS No. 100. The Chair of the Audit Committee may represent the
entire Committee for purposes of this review.
(iv) Review with Company management any financial information filed with
the S.E.C. or disseminated to the public, including any
certification, report, opinion, or review rendered by the
independent accountants.
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(v) Establish procedures for receiving and treating complaints received
by the Company regarding accounting, internal accounting controls
and auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters.
Independent Accountants
(vi) Recommend to the Board of Directors the yearly selection of the
independent accountants (considering independence and effectiveness)
and approve the fees and other compensation to be paid to the
independent accountants. On an annual basis, the Audit Committee
shall request from the independent accountants a formal written
statement delineating all relationships between it and the Company,
consistent with Independence Standards Boards Standard No. 1, and
shall review and discuss with the accountants all significant
relationships the accountants have with the Company to determine
their impact on the accountants' independence.
(vii) Take appropriate action, or recommend that the Board of Directors
take appropriate action, to oversee the independence of the
independent accountants, including the actions set forth in
paragraph "(vi)" above.
(viii) Pre-approve all auditing services as well as non-audit services to
be provided by the auditor.
(ix) Review and evaluate the performance of the independent accountants
and, where appropriate, replace the independent accountants.
(x) Periodically consult with the independent accountants out of the
presence of Management about internal controls and the fullness and
accuracy of the Company's financial statements.
Financial Reporting Processes
(xi) In consultation with the independent accountants and the Company's
accounting personnel, review the integrity of the Company's
financial reporting processes, both internal and external.
(xii) Consider and approve, if appropriate, major changes to the Company's
accounting principles and practices as suggested by the independent
accountants or Management.
Process Improvement
(xiii) If deemed necessary and appropriate, make periodic proposals to the
Board of Directors concerning the adoption of changes to the
Company's accounting and internal control environment.
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(xiv) Establish regular and separate systems of reporting to the Audit
Committee by each of Management and the independent accountants
regarding any significant judgments made in Management's preparation
of the financial statements and the view of each as to
appropriateness of such judgments and additional items as required
under the Sarbanes-Oxley Act including Critical Accounting Policies,
alternative treatments of GAAP relating to material items that have
been discussed with management, the ramifications of such treatment
and the preferred treatment by the accounting firm, and other
written communications with management, i.e. management letter or
schedule of material unadjusted audit differences.
(xv) Following completion of the annual audit, review separately with
each of Management and the independent accountants any significant
difficulties encountered during the course of the audit, including
any restrictions on the scope of work or access to required
information.
(xvi) Review and resolve any significant disagreement among Management and
the independent accountants in connection with the preparation of
the financial statements.
(xvii) Following completion of the annual audit, request from the
independent accountants either a verbal report or a written
Management Letter (the choice of which shall rest with the Audit
Committee in the exercise of its discretion) describing the
deficiencies, if any, in the Company's operational or control
procedures as determined by the independent accountants.
(xviii) Review with the independent accountants and Management the extent to
which changes or improvements in financial or accounting practices,
as approved by the Audit Committee, have been implemented. (This
review should be conducted at an appropriate time subsequent to
implementation of changes or improvements, as decided by the Audit
Committee.)
(xix) Review activities, organizational structure, and qualifications of
the Company's accounting and finance department.
(xx) Review, with the Company's counsel, legal compliance matters
including corporate securities trading policies.
(xxi) Review, with the Company's counsel, any legal proceedings that could
have a significant impact on the Company's financial statements.
(xxii) Perform any other activities consistent with this Charter, the
Company's By-Laws and governing law, as the Audit Committee or the
Board deems necessary or appropriate.
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V. Advisors
(xxiii) The Committee shall have the authority to engage and the funds to
pay independent counsel and/or other advisors to assist it in
carrying out its duties, and responsibilities, as it deems
appropriate.
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