UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (A) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e) (2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to or sec. 240. 14a-12
VALLEY FORGE SCIENTIFIC CORP.
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(Named of Registrant as Specified in its Charter)
VALLEY FORGE SCIENTIFIC CORP.
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(Name of Person (s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and
0-11.
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computed pursuant to Exchange Act Rule 0-11. (Set forth in the amount on which
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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VALLEY FORGE SCIENTIFIC CORP.
136 Green Tree Road
Oaks, Pennsylvania 19456
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, March 12, 2003
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To the Stockholders of
Valley Forge Scientific Corp.:
The Annual Meeting of Stockholders (the "Annual Meeting") of Valley
Forge Scientific Corp. (the "Company") will be held at the Hampton Inn at Route
422 and Egypt Road, Oaks, Pennsylvania on Wednesday, March 12, 2003 at 10:30
a.m. local time, for the following purposes:
1. To elect five directors to hold office until the Annual
Meeting of Stockholders in 2004 and until their respective
successors are duly elected and qualified; and
2. To consider and act upon any other matter which may properly
come before the meeting or any adjournments or postponements
thereof. The Board of Directors of the Company is presently
unaware of any other business to be presented to a vote of
stockholders at the Annual Meeting.
The Board of Directors has fixed the close of business on January 28,
2003 as the record date for determining the stockholders entitled to notice of
and to vote at the Annual Meeting. Only stockholders of record of the Company's
common stock, no par value, at the close of business on that date are entitled
to notice of and vote at the Annual Meeting and any adjournments or
postponements thereof.
The enclosed proxy is solicited by the Board of Directors of the
Company. You are requested to complete and sign the enclosed form of proxy and
mail it promptly in the enclosed postage-prepaid envelope. Any proxy may be
revoked by delivery of a later dated proxy. Stockholders of record who attend
the Annual Meeting may vote in person, even if they have previously delivered a
signed proxy.
By Order of the Board of Directors,
/s/ BONNIE RITCHIE
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BONNIE RITCHIE,
Oaks, Pennsylvania Secretary
January 31, 2003
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. EVEN IF YOU
PLAN TO BE PRESENT, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT
YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN
PERSON OR BY PROXY.
VALLEY FORGE SCIENTIFIC CORP.
136 Green Tree Road
Oaks, Pennsylvania 19456
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PROXY STATEMENT
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2003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 12, 2003
January 31, 2003
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Valley Forge Scientific Corp., a
Pennsylvania corporation (the "Company"), in connection with the Company's
Annual Meeting of Stockholders (the "Annual Meeting"), which is scheduled to be
held at 10:30 a.m., local time, on Wednesday, March 12, 2003, at the Hampton
Inn, Route 422 and Egypt Road, Oaks, Pennsylvania, and at any adjournments or
postponements thereof. At the Annual Meeting, stockholders will be asked to vote
upon (i) the election of five directors of the Company; and (ii) any other
matters properly brought before the Annual Meeting.
VOTING
This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being sent to stockholders on or about February 10, 2003.
The Board of Directors has fixed the close of business on January 28, 2003 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting (the "Record Date"). Only stockholders of record
of the Company's common stock, no par value, (the "Common Stock"), at the close
of business on the Record Date will be entitled to notice of and to vote at the
Annual Meeting. As of the Record Date, there were 8,004,712 shares of Common
Stock outstanding and entitled to vote at the Annual Meeting. Holders of Common
Stock outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held by them.
The presence, in person or by proxy, of holders of at least a majority
of the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. Directors are elected by a plurality of the votes cast at the Annual
Meeting. Votes may be cast FOR or WITHHOLD FROM each nominee. Votes cast FOR the
nominees will count as "yes votes"; votes that are WITHHOLD FROM the nominees
will be excluded entirely from the vote and will have no effect. Abstentions and
broker non-votes are each included in the number of shares present at the Annual
Meeting for purposes of establishing a quorum. Abstentions and broker non-votes
will have no effect on the outcome of the election of directors.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE
VOTE AT THE ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE ANNUAL MEETING
AS DIRECTED ON THE PROXY. IF A PROPERLY EXECUTED PROXY IS SUBMITTED AND NO
INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE FIVE
NOMINEES FOR DIRECTORS OF THE COMPANY NAMED IN THIS PROXY STATEMENT. IT IS NOT
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ANTICIPATED THAT ANY MATTER OTHER THAN THAT SET FORTH IN THIS PROXY STATEMENT
WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES
WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS. THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE NOMINEES.
A stockholder of record may revoke a proxy at any time before it has
been exercised by filing a written revocation with the Secretary of the Company
at the address of the Company set forth above; by filing a duly executed proxy
bearing a later date; or by appearing in person and voting by ballot at the
Annual Meeting. Any stockholder of record as of the Record Date attending the
Annual Meeting may vote in person whether or not a proxy has been previously
given, but the presence (without further action) of a stockholder at the Annual
Meeting will not constitute revocation of a previously given proxy.
The Company's 2002 Annual Report, including the Company's audited
financial statements for the fiscal year ended September 30, 2002, is being
mailed to stockholders concurrently with this Proxy Statement.
PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect five directors to
hold office until the Annual Meeting of Stockholders in 2004, and until their
respective successors are duly elected and qualified.
The Company's by-laws provide that the Board of Directors shall consist
of not fewer than three members. The Board of Directors has fixed the number of
directors at five. Jerry L. Malis, Leonard I. Malis, Bruce A. Murray, Robert H.
Dick, and Louis Uchitel, who have each been nominated for election as a director
by the Board of Directors, are the Company's current directors. All directors
hold office until the next annual meeting of stockholders, or until their
successors are elected and qualified.
It is the intention of the persons named in the accompanying proxy to
vote, unless otherwise instructed, "FOR" the election as directors of the five
nominees named above. All nominees have expressed their willingness to serve as
directors. If any of the nominees should be unable to serve, the proxies will be
voted for the election of such other person or persons as shall be determined by
the person in the proxy in accordance with their judgment.
INFORMATION REGARDING NOMINEES AND DIRECTORS
Set forth below is certain information with respect to the five
nominees for election as directors at the Annual Meeting based on information
furnished to the Company by each director. The following information is as of
January 15, 2003, unless otherwise specified.
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Director
Name Age Position(s) Since
---- --- ----------- -----
Jerry L. Malis 70 Chairman of the Board, Chief Executive 1980
Officer and President
Leonard I. Malis 83 Director 1989
Bruce A. Murray 66 Director 1992
Robert H. Dick 59 Director 1997
Louis Uchitel 77 Director 2001
Jerry L. Malis, has served as Chief Executive Officer, President or
Vice-President and a Director of the Company since its inception in March 1980.
As of June 30, 1989, Mr. Malis was elected as Chairman of the Board of the
Company. He has published over fifty articles in the biological science,
electronics and engineering fields, and has been issued twelve United States
patents. Mr. Malis coordinates and supervises the development, engineering and
manufacturing of the Company's products and is in charge of the daily business
operations of the Company. He devotes substantially all his business time to the
business of the Company.
Leonard I. Malis, M.D., a consultant to the Company since its inception
in March 1980, has been a director since June 30, 1989. Dr. Malis was Professor
and Chairman of the Department of Neurosurgery at Mount Sinai School of
Medicine, New York, New York, from 1971 until 1993, and is currently Professor
and Chairman Emeritus of the Department of Neurosurgery. Dr. Malis designed and
built the first commercial bipolar coagulator in 1955, and his original units
were the standard in neurosurgery for many years. Dr. Malis has been issued five
United States patents and has designed and trademarked over one hundred
instruments. He has published over one hundred articles in medical journals and
reviews and is the author of a textbook on neurosurgery.
Bruce A. Murray, a member of the audit committee and chairman of the
compensation committee, has been a director of the Company since October 14,
1992. He was a Managing Member of The Change Management Group, LLC, a management
consulting company, and was a Principal of Adair & Murray Associates, Inc., a
management consulting company. Mr. Murray has held positions within the Pfizer
Hospital Products Group, as Director of Engineering-Surgical Products, Corporate
Vice President - Research and Development, and Senior Vice President and
Business Manager - Surgical Products. He has also held senior management
positions with Valleylab, Inc., Picker Corporation Electronics Division, Ball
Brothers Research Corporation and IIT Research Institute. Mr. Murray received
both his B.S. in Engineering and his M.B.A. from the Illinois Institute of
Technology.
Robert H. Dick, a member of the audit committee and the compensation
committee, has been a director of the Company since 1997. He is the principal of
R.H. Dick & Company, Inc., an investment banking firm. From April 1996 to 1998,
he was a partner in Boles & Company, an investment banking firm. He was
President, CEO and CFO of two Boles & Company clients: BioMagnetic Therapy
Systems, Inc. (from September 1995 to April 1996) and Pharmx, Inc. (from May
1994 to May 1995). From April 1987 to May 1994, Mr. Dick served as Vice
President-International for Codman & Shurtleff, Inc., a Johnson & Johnson
subsidiary, where he was responsible for new business development and sales and
marketing in non-U.S. markets. Mr. Dick has also held other business development
and sales and marketing positions with Codman & Shurtleff, Inc., and product
management positions with USCI Surgical Products, a division of C.R. Bard.
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Louis Uchitel, chairman of the audit committee and a member of the
compensation committee, was appointed as a director of the Company in June 2001.
He is a certified public accountant and the Secretary and Treasurer of Quaker
State Environmental Equipment, Inc., a lessor of solid waste equipment. Mr.
Uchitel was formerly the Executive Vice President and Chief Financial Officer of
Accurate Industries, Inc.
Jerry L. Malis and Dr. Leonard I. Malis are brothers. The executive
officers are elected annually by the Board of Directors and shall continue to
serve until their successors are elected and qualified.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held five meetings during the
fiscal year ended September 30, 2002. Each of the directors attended more than
75% of the aggregate of the total number of meetings of the Board of Directors
and committees of which he is a member which were held during the period he was
a director or committee member.
The Company has standing Audit and Compensation Committees. During the
2002 fiscal year, the members of the Audit Committee consisted of Messrs.
Uchitel (as Chairman), Murray and Dick. Each of the members of the Audit
Committee is independent as defined in the National Association of Securities
Dealer's listing standards. The Audit Committee reviews the results of the
annual audit of the Company's accounts conducted by the Company's independent
auditors and the recommendations of the auditors with respect to accounting
systems and controls. The Audit Committee has a written charter adopted by the
Board of Directors, which charter was attached as an exhibit to the fiscal year
2000 proxy statement. During the fiscal year ended September 30, 2002, the Audit
Committee held seven meetings. The Audit Committee's report on the Company's
audited financial statements for the fiscal year ended September 30, 2002
appears elsewhere in this Proxy Statement.
The members of the Compensation Committee are Messrs. Murray (as
Chairman), Dick and Uchitel. The Compensation Committee reviews and approves the
Company's executive compensation and benefit policies and administers the
Company's 2001 Stock Plan. During the fiscal year ended September 30, 2002, the
Compensation Committee held one meeting. The Compensation Committee's report on
executive compensation appears elsewhere in this Proxy Statement.
DIRECTORS' COMPENSATION
Directors have not received any cash compensation for their services as
members of the Board of Directors, but Directors are entitled to reimbursement
for expenses incurred in connection with their attendance at meetings.
Non-Employee Directors' Stock Option Plan. The Company has adopted the
2000 Non-Employee Directors' Stock Option Plan which provides that each Director
of the Company, who is neither an employee of the Company or an immediate family
member of an officer of the Company, will be granted options to purchase 10,000
shares of the Company's Common Stock each year he is elected, appointed, or
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re-elected as a Board member. Each non-employee Director of the Company who
served in such position on December 12, 2000, the effective date of this plan,
received a grant of options as of that date. The exercise price of options
granted under this plan is equal to the fair market value of the Common Stock on
the date of grant. All options granted under this plan vest upon issuance.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the
aggregate compensation paid by the Company with respect to the three fiscal
years ended September 30, 2002 to the Company's Chief Executive Officer.
Number of Shares of
Common Stock
Name and Underlying
Principal Position Fiscal Year Salary Bonus Options Granted
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Jerry L. Malis, 2002 $199,000 $25,000 --
Chief Exec. Officer 2001 199,000 0 50,000
and President 2000 199,000 0 --
Aggregate Fiscal Year End Option Values. The following table sets forth
the value on September 30, 2002 of unexercised options for the Chief Executive
Officer.
Number of Shares of Common Stock
Underlying Unexercised Aggregate Value of Unexercised
Name Options at September 30, 2002 Options at September 30, 2002
---- -------------------------------- ------------------------------
Jerry L. Malis (1) 100,000 $27,250
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(1) On each of June 5, 2000 and October 24, 2002, options to purchase
50,000 shares of Common Stock, which were previously issued to Mr.
Malis, expired in accordance with their terms unexercised. Mr. Malis'
options consist of the following:
- 50,000 shares granted on December 22, 1994 at $2.375 per
share, expiring December 22, 2004, of which 50,000 shares are
exercisable; and
- 50,000 shares granted on December 12, 2000 at $1.125 per share
expiring December 12, 2010, of which 50,000 shares are
exercisable.
REPORT OF THE COMPENSATION COMMITTEE
Objective of the Company's Compensation Program. The Company's
executive compensation program is intended to attract, retain and reward
executives who are capable of leading the Company effectively and continuing its
growth in the competitive marketplace for electrosurgical equipment. The
Company's objective is to utilize a combination of cash and equity-based
compensation to provide appropriate incentives for executives.
Like many other public companies, the Company will use a three-pronged
approach to its compensation for its executives for the following twelve months.
First, the executive's base salary is intended to create a reasonably
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competitive minimum level of compensation for each executive for the following
twelve months. Second, the Company will maintain an incentive bonus program for
executive officers and certain other members of management under which
discretionary bonuses may be offered based upon the achievement of corporate and
individual performance goals. The objective of the incentive bonus program is to
reward executives for their past twelve months' performance. Finally, the
Company utilizes stock options granted under its 2001 Stock Plan as a long-term
incentive for the executive officers as well as for many other employees of the
Company. The Company believes that stock options are important in aligning
management and stockholder interests and in encouraging management to adopt a
longer-term perspective. Accordingly, options generally provide for incremental
vesting over a four-year period.
Compensation Committee Procedures. The Company's executive compensation
program is administered under the direction of the Company's Compensation
Committee, which is currently composed of the Company's three non-employee
directors. The Compensation Committee meets periodically and may consult by
telephone at other times.
Factors Considered in Setting Compensation of the Chief Executive
Officer and President. Mr. Malis has served as President and Chief Executive
Officer of the Company since 1989. The Compensation Committee considers the
Company's financial performance, as measured by sales and earnings growth, to be
a significant determinant in Mr. Malis' overall compensation package. In making
its determination, however, the Compensation Committee also considers a number
of other factors which are not subject to precise quantitative measurement and
which the Committee believes can only be properly assessed over the long term.
Compensation Decisions for Chief Executive Officer. Each year the
Compensation Committee reviews the performance of the Company's Chief Executive
Officer. The Committee concluded that Mr. Malis achieved significant success in
meeting several key strategic goals and was instrumental to the financial
performance of the Company in fiscal 2002. In particular, the Committee noted
Mr. Malis' contributions to the Company's profit growth, improved return on
sales, strengthening of the Company's management team, entering into a
development agreement with Stryker Corporation, and consolidating the operations
of the Company and its wholly-owned subsidiary Diversified Electronics Company,
Inc. Accordingly, the Committee awarded Mr. Malis a bonus of $25,000, for fiscal
2002. In addition, the Compensation Committee increased Mr. Malis' annual salary
by $20,000 to $220,000 effective on October 1, 2002.
Submitted by the Compensation Committee
For fiscal 2002
Bruce A. Murray, Chairman
Robert H. Dick
Louis Uchitel
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All executive officer compensation decisions are made by the
Compensation Committee. The Compensation Committee also reviews and makes
recommendations to the Board of Directors regarding the compensation of senior
management and key employees of the Company, including salaries and bonuses. The
current members of the Compensation Committee are Messrs. Murray, Dick and
Uchitel, neither of who is an officer of the Company.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the Company, including the matters in
the written disclosures required by the Independence Standards Board and
considered the compatibility of nonaudit services with the auditor's
independence.
The Audit Committee discussed with the Company's independent auditors
the overall scope and plans for their respective audits. The Audit Committee met
with the independent auditors, with and without management present, to discuss
the results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting. The
Audit Committee held seven meetings during fiscal 2002.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended September 30, 2002 for filing with the Securities and
Exchange Commission.
Submitted by the Audit Committee
For fiscal 2002
Louis Uchitel, Chairman
Robert H. Dick
Bruce A. Murray
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INDEPENDENT AUDITORS
The accounting firm of Samuel Klein and Company has served as the
Company's independent auditors since 1992. A representative of Samuel Klein and
Company is not expected to be present at the Annual Meeting. The Audit Committee
has not had the opportunity to consider the selection of the Company's
independent auditors for the year ended September 30, 2003.
Audit Fees. During fiscal 2002, the aggregate fees and expenses billed
for professional services rendered by Samuel Klein and Company for the audit of
the Company's annual financial statements and review of the Company's quarterly
financial statements totaled $83,525.
Financial Information System Design and Implementation Fees. Samuel
Klein and Company did not bill the Company for any professional services
rendered to the Company during fiscal 2002 in connection with the design and
implementation of financial information systems, the operation of information
systems or the management of local area networks.
All Other Fees. During fiscal 2002, the aggregate fees and expenses
billed for professional services rendered by Samuel Klein and Company to the
Company not covered in either of the preceding two paragraphs totaled $5,000,
which were primarily for tax consulting services.
The Audit Committee has considered whether the provision of services by
Samuel Klein and Company is compatible with maintaining Samuel Klein and
Company's independence.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth as of January 15, 2003 certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) each of the named Executive Officers and Directors; and (ii)
persons or entities believed by the Company to be the beneficial owners of more
than 5% of the Company's Common Stock based on certain filings made under
Section 13 of the Exchange Act. All such information provided by the
stockholders who are not Executive Officers or Directors listed reflects their
beneficial ownership as of the dates specified in the footnotes to the table.
Amount of
Name and Address of Beneficial Percentage
Beneficial Owners (1) Ownership Owned
--------------------- ---------- ----------
Jerry L. Malis (2)(3) 1,232,276 15.2%
Dr. Leonard I. Malis (2)(6) 961,242 12.0%
Russell U. Schenkman (8) 651,375 8.1%
Louis Uchitel (2)(7) 235,000 2.9%
Bruce A. Murray (2)(4) 36,000 *
Robert H. Dick (2)(5) 34,000 *
All officers and directors
as a group (5 persons) 2,498,518 30.4%
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* less than 1%
(1) Except as indicated in the footnotes to this table, the persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) The mailing address of Messrs. Malis, Murray, Dick, Uchitel and Dr.
Malis, directors of the Company, is 136 Green Tree Road, P.O. Box 1179,
Oaks, Pennsylvania 19456-1179.
(3) Includes 100,000 shares issuable to Mr. Malis subject to options
exercisable currently or within 60 days. Also includes 200,000 shares
held in the Malis Family, L.P., a limited partnership in which Jerry L.
Malis is the general partner and possesses voting and investment power.
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(4) Represents 36,000 shares issuable to Mr. Murray subject to options
exercisable currently or within 60 days.
(5) Represents 34,000 shares issuable to Mr. Dick subject to options
exercisable currently or within 60 days.
(6) Includes 400,000 shares held in the Leonard and Ruth Malis Family,
L.P., a limited partnership in which Dr. Malis is a general partner and
possesses voting and investment power.
(7) Includes 20,000 shares issuable to Mr. Uchitel subject to options
exercisable currently or within 60 days.
(8) Russell U. Schenkman is the sole trustee of the Frances W. Gilloway
Marital Trust and the Frances W. Gilloway Residue Trust (the "Trusts"),
which are the record owners of 601,375 shares of the Common Stock and
options to purchase 50,000 shares of Common Stock exercisable currently
or within 60 days. The Trusts were created under the will of Thomas J.
Gilloway to, among other things, own certain shares of the Common Stock
beneficially owned by Mr. Gilloway. Mr. Schenkman in his capacity as
trustee of the Trusts possesses sole voting and investment power with
respect to the shares and therefore is deemed to beneficially own,
under applicable regulations of the Securities and Exchange Commission,
the 651,375 shares owned of record by the Trusts. Mr. Schenkman
disclaims beneficial ownership of all shares owned of record by the
Trusts. The address of Mr. Schenkman is 13 Roszel Road, Princeton, New
Jersey 08540. Based on information set forth in a Schedule 13G filed
under the Exchange Act on January 16, 2002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the late 1960's, Dr. Leonard I. Malis, one of the Company's
directors, on an individual basis, has been a party to royalty arrangements with
Codman & Shurtleff, Inc., the Company's principal customer. Dr. Malis has
developed and in the future may develop passive hand instruments for Codman &
Shurtleff, Inc. with no pecuniary benefits to the Company.
The Company has entered into a five year lease commencing on July 1,
2000 for approximately 4,200 square feet of office and warehouse space at a base
monthly rent of $4,716 with GMM Associates, a Pennsylvania general partnership.
Two of the partners of GMM Associates are Jerry L. Malis and Leonard I. Malis,
principal shareholders as well as directors. The related expense for this lease
for the year ended September 30, 2002 was $57,740. The Company believes the
rental payments reflect fair rental value for the space.
For the year ended September 30, 2002, the Company paid legal fees and
costs in the amount of $85,994 to a law firm in which a son-in-law of Jerry L.
Malis is a partner.
During fiscal years 2000, 2001 and 2002, the Company retained R. H.
Dick & Company, Inc., an investment banking and business consulting company,
owned by Robert H. Dick, one of the Company's directors, to perform investment
banking and business consulting services. For the years ended September 30,
2002, 2001 and 2000, the Company incurred consulting expenses from these
services in an amount totaling $10,000, $5,000 and $5,594, respectively.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership of, and transactions in, the Company's
securities with the Securities and Exchange Commission and the Nasdaq Stock
Market. Such directors, executive officers and 10% stockholders are also
required to furnish the Company with copies of all Section 16(a) forms they
file.
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Based solely upon a review of reports furnished to the Company, and on
written representations from certain reporting persons, the Company believes
that, with respect to the fiscal year ended September 30, 2002, each director,
executive officer and 10% stockholder of the Company's securities made timely
filings of all reports required by Section 16 of the Exchange Act.
STOCKHOLDER PROPOSALS - 2004 ANNUAL MEETING
For a proposal of a stockholder to be included in the Company's proxy
statement for the Company's 2004 Annual Meeting of Stockholders, it must be
received at the principal executive offices of the Company on or before October
23, 2003. Such proposal must also comply with the requirements as to form and
substance established by the Securities and Exchange Commission for such a
proposal to be included in the proxy statement.
In addition, the Company's By-laws provide that any stockholder wishing
to nominate a director or have a stockholder proposal considered at an annual
meeting must provide written notice of such nomination or proposal and
appropriate supporting documentation, as set forth in the By-laws, to the
Company at its principal executive offices not less than 120 calendar days prior
to the anniversary date of the date the Company's proxy statement was released
to stockholder in connection with the previous year's annual meeting. Any such
proposal should be mailed to: Valley Forge Scientific Corp., P.O. Box 1179,
Oaks, Pennsylvania 79456-1179, Attention: Secretary of the Corporation.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the
Board of Directors of the Company. The Company will pay the expense of
solicitation of proxies for the meeting. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telecopy by
directors, officers or regular employees of the Company.
FORM 10-K ANNUAL REPORT
A copy of the Annual Report on Form 10-K of the Company for the fiscal
year ended September 30, 2002, as filed with the Securities and Exchange
Commission, is available to stockholders. A stockholder may obtain a copy of the
Form 10-K without charge and a copy of any exhibit thereto upon payment of a
reasonable charge limited to the Company's costs of providing such exhibits by
writing to Investor Relations, Valley Forge Scientific Corp., P.O. Box 1179, 136
Green Tree Road, Oaks, Pennsylvania 19456.
By Order of the Board of Directors,
/s/ BONNIE RITCHIE
-----------------------------------------
January 31, 2003 BONNIE RITCHIE,
Secretary
-10-
VALLEY FORGE SCIENTIFIC CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS.
TO BE HELD ON MARCH 12, 2003
The undersigned stockholder of Valley Forge Scientific Corp. (the
"Company") hereby appoints Jerry L. Malis, or his true and lawful agent and
proxy with full power of substitution in each, to represent and to vote on
behalf of the undersigned all shares of common stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at the Hampton Inn at Route 422 and Egypt Road, Oaks,
Pennsylvania on Wednesday, March 12, 2003, at 10:30 a.m., local time, and at any
adjournment thereof, upon the following proposals more fully described in the
Notice of Annual Meeting of Stockholders and Proxy Statement for the meeting
(receipt of which is hereby acknowledged):
(1) ELECTION OF DIRECTORS
Nominees: [ ] Jerry L. Malis
[ ] VOTE FOR ALL NOMINEES [ ] Leonard I. Malis
[ ] Bruce A. Murray
[ ] WITHOLD AUTHORITY FOR ALL NOMINEES [ ] Robert H. Dick
[ ] Louis Uchitel
[ ] FOR ALL EXCEPT (see instructions below)
INSTRUCTIONS: To withhold authority to vote for any individual nominees(s), mark
"FOR ALL EXCEPT" and fill in the circle next to such nominee you wish to
withhold, as shown here. [X]
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
[ ]
(Continued, and to be signed and dated, on reverse side)
(Continued from other side)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
(2) In his discretion, the proxy is authorized to vote upon other matters as
may properly come before the Meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR the nominees listed in Proposal 1.
_____________________________
_____________________________
Signature of Stockholder(s)
Dated:___________________, 2003
Note: This proxy must be signed exactly as the name appears herein. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.