SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENTS
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the 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 Under Rule 14a-12
UNITED-GUARDIAN, INC.
_______________________________________________
(Name of Registrant as specified in Its Charter)
_______________________________________________________________________
(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.
(1) Title of each class of securities to which transaction
applies:
_______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
1
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
(5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount Previously Paid:
_______________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
(3) Filing Party:
_______________________________________________________________
(4) Date Filed:
_______________________________________________________________
2
UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------
To Be Held May 14, 2003
-----------------------
To the Stockholders of UNITED-GUARDIAN, INC.:
You are hereby notified that the annual meeting of the stockholders
of UNITED-GUARDIAN, INC., a Delaware corporation (the "Company"), will be
held at the Sheraton Long Island Hotel, 110 Vanderbilt Motor Parkway,
Smithtown, NY 11788 on Wednesday, May 14, 2003 at 10:00 A.M. local time,
for the following purposes:
1. To elect nine (9) directors to serve until the next annual
meeting of the stockholders and until their respective
successors are elected and qualified;
2. To ratify the selection of Eisner LLP, independent certified
public accountants, to audit the financial statements of the
Company for the fiscal year ending December 31, 2003; and
3. To transact such other matters as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 28,
2003 are entitled to notice of and to vote at the meeting and any
adjournment or postponement thereof.
By order of the Board of Directors
Robert S. Rubinger, Secretary
Dated: April 15, 2003
RETURN OF PROXIES
A Proxy and Business Reply Envelope are enclosed for
your use if you do not plan to attend the Annual
Meeting in person. We urge each stockholder who is
unable to attend the Annual Meeting to vote promptly
by signing and returning his or her proxy,
regardless of the number of shares held.
3
UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788
(631) 273-0900
Proxy Statement
The enclosed proxy is solicited by the Board of Directors of
UNITED-GUARDIAN, INC. (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 A.M., local time,
on Wednesday, May 14, 2003, at the Sheraton Long Island Hotel, 110
Vanderbilt Motor Parkway, Smithtown, NY 11788, and at any adjournments
thereof. A proxy granted hereunder is revocable at any time before it is
voted by (a) a duly executed proxy bearing a later date, (b) written
notice to the Secretary of the Company received by the Company at any
time before such proxy is voted at the Annual Meeting, or (c) revocation
in person at the Annual Meeting.
It is anticipated that the mailing of this Proxy Statement and the
accompanying Proxy to Stockholders will commence on or about April 15,
2003.
SOLICITATION OF PROXIES
The persons named as proxies are Dr. Alfred R. Globus and Kenneth H.
Globus.
All shares represented by properly executed, unrevoked proxies
received in proper form and in time for use at the Annual Meeting will be
voted in accordance with the directions specified thereon and otherwise
in accordance with the judgment of the persons designated as proxies. Any
proxy on which no direction is specified will be voted in favor of the
nominees to the Board of Directors listed in this Proxy Statement and in
favor of the other proposals set forth in the Notice of Annual Meeting.
The cost of preparing, assembling and mailing the Notice of Annual
Meeting, Proxy Statement, proxy card and other materials enclosed, will
be borne by the Company. In addition to the solicitation of proxies by
use of the mails, officers and employees of the Company may solicit
proxies by telephone, telegram or personal interview. The Company will
request brokerage houses and other custodians, nominees and fiduciaries
to forward soliciting materials to the beneficial owners of stock held of
record by such persons, and will reimburse such persons for their
expenses in forwarding soliciting material.
4
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
--------------------------------------------
Outstanding Shares And Voting Rights
------------------------------------
Only holders of record of the Company's Common Stock, par value $.10
per share ("Common Stock"), at the close of business on March 28, 2003,
will be entitled to notice of and to vote at the Annual Meeting. On March
28, 2003, there were 4,881,139 shares of Common Stock outstanding. Each
outstanding share of Common Stock is entitled to one vote on all matters,
which vote may be given in person or by proxy. There are no cumulative
voting rights.
The nine (9) nominees for director receiving the greatest number of
votes cast by the holders of Common Stock will be elected directors.
The affirmative vote of the holders of a majority of shares of
Common Stock eligible to vote at the Annual Meeting is necessary for the
approval of the proposal to ratify the Board of Directors' selection of
Eisner LLP to audit the financial statements of the Company for the
fiscal year ending December 31, 2003.
Under Delaware law, shares as to which a stockholder abstains or
withholds authority to vote and shares as to which a broker indicates
that it does not have discretionary authority to vote ("broker
non-votes") will be treated as present at the Annual Meeting for the
purposes of determining a quorum. Proxies marked "Withhold Authority"
with respect to the election of one or more directors will not be counted
in determining who are the nine persons who received the greatest number
of votes in the election of directors. Proxies marked "Abstain" with
respect to the ratification of the selection of Eisner LLP to audit the
financial statements of the Company for the fiscal year ending December
31, 2003, will have the effect of a vote against ratification.
Principal Stockholders
----------------------
The following table sets forth the shares of the Company's Common
Stock owned beneficially by each person who, as of March 3, 2003, owned
of record or is known to have owned beneficially more than 5% of the
outstanding Common Stock.
Name and Address
of Beneficial Owner Amount Beneficially Owned Percentage of Class
------------------- ------------------------- -------------------
Dr. Alfred R. Globus 1,422,326 * 29.0%
26-53 210th Street
Bayside, NY 11360
Kenneth H. Globus 667,053 ** 13.6%
19 McCulloch Dr.
Dix Hills, NY 11746
5
Irwin Uran 556,339 11.3%
9903 Santa Monica Blvd., #843
Beverly Hills, CA 90212
* Includes 14,966 shares owned by the Foundation for Science and
Theology Inc. of which Dr. Globus is President and Director.
** Includes currently exercisable options to purchase 7,000 shares of
Common Stock.
Security Ownership Of Management
--------------------------------
The following information is furnished with respect to beneficial
ownership of shares of Common Stock as of March 3, 2003, by each
Director, by each officer named in the "Summary Compensation Table"
below, and by all Directors and Officers of the Company as a group (12
persons). Ownership of shares by the persons named below includes sole
voting and investment power held by such persons.
Name Number of Shares Percent of Class
-------------------- ---------------- ----------------
Dr. Alfred R. Globus 1,422,326 ** 29.0%
Henry P. Globus 2,940 *** *
Benjamin Wm. Mehlman 1,587 *
Charles W. Castanza 5,005 *** *
Robert S. Rubinger 7,037 *** *
Kenneth H. Globus 667,053 *** 13.6%
Joseph J. Vernice 7,026 *
Lawrence F. Maietta 2,000 *
Arthur Dresner 7,000 *** *
Andrew A. Boccone 0 *
All officers and directors
as a group (12 persons) 2,127,294 ** *** 43.4%
* Less than one percent (1%)
** Includes 14,966 shares owned by the Foundation for Science and
Theology Inc. of which Dr. Globus is President and Director.
*** Includes currently exercisable options to purchase the number
of shares of Common Stock set forth after each person's name
and all Officers and Directors as a group: Charles W. Castanza-
4,000; Robert S. Rubinger - 2,000; Kenneth H. Globus - 7,000;
Henry P. Globus - 2,000; Arthur Dresner - 2,000; and all
Officers and Directors as a group - 22,000.
6
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Nominees For Election As Directors
----------------------------------
Nine directors are to be elected to serve until the next Annual
Meeting of Stockholders and until their successors have been elected and
qualified. Set forth in the table below are the names of all nominees
designated by management for election as directors, the principal
occupation or employment of each nominee for the past five years, his
present positions with the Company and the year he was first elected a
director.
Year First
Name and Position Principal Occupation During Elected a
with the Company Age the Past Five Years Director
--------------- --- --------------------------- ----------
Dr. Alfred R. Globus 82 From July 1988 to date, 1942
C.E.O. and Director Chairman of the Board
and C.E.O. of the
Company. For more than
5 years prior thereto,
Chairman of the Board and
President. From February 1982
to November 1997 Chief Financial
Officer of the Company.
Henry P. Globus 80 From July 1988 to date, 1947
Director business consultant.
For more than five years prior
thereto, Executive Vice
President of the Company.
Benjamin Wm. Mehlman 92 Retired since June 1997. 1964
Director Counsel to the New York
law firm of Wilfred T. Friedman
P.C., and its predecessor, Friedman
and Shaftan, P.C. for more than
five years prior thereto.
Charles W. Castanza 70 From March 2000 to date, Senior Vice 1982
Senior Vice President President of the Company. From April
and Director 1986 to March 2000, Vice
President of the Company. For
more than five years prior thereto,
Operations Manager of Chemicals &
Pharmaceuticals for the Company.
7
Robert S. Rubinger 60 From July 1988 to date, Executive 1982
Executive Vice President, Vice President and Secretary. For
Secretary, Treasurer and more than five years prior thereto,
Director Vice President and Secretary of the
Company. Treasurer of the Company
since May 1994.
Kenneth H. Globus 51 From July 1988 to date, President 1984
President, Chief and General Counsel of the Company.
Financial Officer For more than 5 years prior
and Director thereto, Vice President and
General Counsel of the
Company. Chief Financial Officer
since November 1997.
Lawrence F. Maietta 45 Partner in the accounting firm of 1994
Director Bonamassa, Maietta & Cartelli, LLP,
(formerly Bonamassa & Maietta, CPA's)
Brooklyn, NY, since October
1991. For more than 5 years
prior thereto, partner in the
accounting firm of Wilfred
Wyler & Co. Controller of the
Company from October 1991 to
November 1997.
Arthur Dresner 61 Engaged as "Of Counsel" to the law 1997
Director firm of Reed Smith, LLP, New York,
NY (formerly McAuley Nissen Goldberg
& Hand) since June 1998.
Attorney in private practice and
independent business consultant
since January 1997. For more than
5 years prior thereto, a Vice
President in corporate development
and general management of
International Specialty Products
Inc., Wayne, N.J.
Andrew A. Boccone 57 Senior advisor to the international 2002
Director business research firm of Kline &
Company, Little Falls, NJ since 2001.
From 1990 until his retirement in 2001,
President of Kline & Company. During
his 27 years with Kline & Company he
developed growth strategies and provided
business solutions for the senior
management of the firm's multinational
chemical and advanced materials clients.
Dr. Alfred R. Globus and Henry P. Globus are brothers. Kenneth H.
Globus is the son of Henry P. Globus and the nephew of Dr. Alfred R.
Globus. There are no other family relationships between any Director or
Officer of the Company.
8
Executive Officers and Significant Employees
Dr. Alfred R. Globus 82 From July 1988 to date, Chairman of the
C. E. O. and Director Board and C.E.O. of the Company. For more
than 5 years prior thereto, Chairman of the
Board and President. From February 1982 to
November 1997, Chief Financial Officer of
the Company.
Kenneth H. Globus 51 From July 1988 to date, President and
President, Chief General Counsel of the Company. For more
Financial Officer than 5 years prior thereto, Vice President
and Director and General Counsel of the Company. Chief
Financial Officer since November 1997.
Robert S. Rubinger 60 From July 1988 to date, Executive Vice
Executive Vice President and Secretary of the Company. For
President, Secretary, more than 5 years prior thereto, Vice
Treasurer and Director President and Secretary. Treasurer of the
Company since May 1994.
Charles W. Castanza 70 From March 2000 to date, Senior Vice
President of the Company. From April 1986 to
March 2000, Vice President of the Company.
For more than 5 years prior thereto,
Operations Manager of Chemicals &
Pharmaceuticals for the Company.
Derek Hampson 63 From October 1987 to date, Vice President of
the Company. Since 1971 Manager of the
Company's Eastern Chemical Corp. subsidiary.
Joseph J. Vernice 44 From February 1995 to date, Vice President
of the Company. From November 1991 until
February 1995, Assistant Vice President of
the Company. Since 1988 Manager of Research
& Development and since 1991 Director of
Technical Services of the Company.
Peter A. Hiltunen 44 From July 2002 to date Vice President of the
Company. From November 1991 until July 2002,
Assistant Vice President of the Company.
Since 1982 Production Manager for the
Company.
Cecile M. Brophy 54 From November 1997 to date, Controller of
the Company. From May 1994 until November
1997, Accounting Manager for the Company.
9
Section 16(a) Beneficial Ownership Reporting Compliance
------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires the Company's officers, directors and persons who own more than
10% of a class of the Company's equity securities (collectively
"Reporting Persons") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Reporting
Persons are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based on (i) a review of
copies of Forms 3, 4, and 5 and any amendments thereto furnished to the
Company and (ii) statements signed by each responsible person regarding
his or her obligation to file Forms 3, 4, and 5 during the fiscal year
ended December 31, 2002, the Company believes that all persons subject to
the reporting requirements pursuant to Section 1 6(a) filed the required
reports on a timely basis except Andrew A. Boccone. Mr. Boccone filed
Form 3 late after his election to the Board of Directors on December 4,
2002.
Meetings And Compensation
-------------------------
During the fiscal year ended December 31, 2002, the Board of
Directors held four meetings. All Directors attended all four meetings.
The Board of Directors has an Audit Committee to meet and review
with the Company's independent auditors the plan, scope and results of
its audits. Members of the Audit Committee are Messrs. Benjamin Wm.
Mehlman, Arthur Dresner, and Andrew A. Boccone. Lawrence F. Maietta, a
Certified Public Accountant and former member of the audit committee, now
acts as an advisor to the audit committee. There was one meeting of the
Audit Committee during the fiscal year ended December 31, 2002. Committee
members receive a fee of $500.00 for attending each meeting.
The Board of Directors has a Stock Option Committee which meets
periodically to grant options under the 1993 Employee Incentive Stock
Option Plan and the Non-Statutory Stock Option Plan For Directors. The
committee consists of two directors. No fee is paid to such committee
members. There was one Stock Option Committee meeting during the fiscal
year ended December 31, 2002.
The Board of Directors formed a Compensation Committee in 1999 for
the purpose of recommending to the Board the compensation for corporate
officers for the ensuing year. Members of the Compensation Committee are
Messrs. Lawrence F. Maietta, Arthur Dresner, and Andrew A. Boccone.
Kenneth H. Globus acts as advisor to the Committee representing
management. The Committee held one meeting in 2002. Committee members
receive a fee of $500.00 for attending each meeting.
The Board does not have a Nominating Committee.
10
Audit Committee Report
----------------------
The Audit Committee of the Board of Directors is comprised of three
directors: Benjamin Wm. Mehlman, Arthur Dresner, and Andrew A. Boccone.
All of the Audit Committee members are independent as that term is
defined in Section 121(A) of the listing standards of the American Stock
Exchange.
The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities by reviewing the Company's consolidated
financial reports, its internal financial and accounting controls, and
its auditing, accounting and financial reporting processes generally. In
June 2000, the Board of Directors approved and adopted a written Audit
Committee Charter.
In discharging its oversight responsibilities regarding the audit
process, the Audit Committee reviewed and discussed the audited
consolidated financial statements of the Company as of and for the year
ended December 31, 2002, with Company management and Eisner LLP
("Eisner"), the independent auditors. The Audit Committee received the
written disclosures and the letter from Eisner required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, discussed with Eisner any relationships which might impair
that firm's independence from management and the Company and satisfied
itself as to the auditors' independence. The Audit Committee reviewed and
discussed with Eisner all communications required by generally accepted
auditing standards, including Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended.
Based upon these reviews and discussions, the Audit Committee
recommended to the Board of Directors that the Company's audited
consolidated financial statements be included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2002 for
filing with the Securities and Exchange Commission.
/s/ Benjamin Wm. Mehlman /s/ Arthur Dresner /s/ Andrew A. Boccone
The foregoing Audit Committee Report shall not be deemed "filed"
with the Securities and Exchange Commission or subject to the liabilities
of Section 18 of the Securities Exchange Act of 1934.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
--------------------------
The following table sets forth for the three years ended December
31, 2002 certain information concerning the compensation paid or accrued
to the Chief Executive Officer of the Company and the other executive
officers of the Company whose total salary and bonus for the fiscal year
ended December 31, 2002 exceeded $100,000.
11
Annual Compensation Long-Term Compensation
------------------------------- --------------------------------
Awards Payments
----------------------- --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Restricted Underlying
Name and Other Annual Stock Options LTIP All Other
Principal Position Year* Salary Bonus Compensation** Award(s) /SARs Payouts Compensation***
($) ($) ($) ($) (#) ($) ($)
------------------- ----- -------- -----
Alfred R. Globus, 2000 $122,111 5,000 -- -- -- -- --
Chief Executive 2001 $100,889 5,000 -- -- -- -- --
Officer 2002 $165,957 4,000 -- -- -- -- --
Kenneth H. Globus, 2000 $179,968 25,000 -- -- -- -- $3,400
President 2001 $188,877 37,500 -- -- -- -- $3,400
2002 $191,416 32,000 -- -- -- -- $4,468
Robert S. Rubinger, 2000 $117,940 7,500 -- -- -- -- $2,412
Executive Vice 2001 $122,051 9,500 -- -- -- -- $2,631
President 2002 $123,467 8,500 -- -- -- -- $2,639
Charles W. Castanza 2000 $ 98,740 5,500 -- -- -- -- $2,085
Senior Vice President 2001 $101,698 8,000 -- -- -- -- $2,198
2002 $105,934 7,200 -- -- -- -- $2,263
Joseph J. Vernice 2000 $ 98,332 7,500 -- -- -- -- $2,117
Vice President 2001 $100,260 11,000 -- -- -- -- $2,225
2002 $101,120 10,000 -- -- -- -- $2,222
* Year ended on December 31 of such year.
** The amount of personal benefits received by Alfred R. Globus,
Kenneth H. Globus, Robert S. Rubinger, Charles W. Castanza and
Joseph J. Vernice for these periods did not exceed reporting
thresholds.
*** Under its 401(k) Plan for all of its employees, the Company
makes a contribution of up to 2% of each employee's weekly pay
for an employee's elective deferral of 4% of weekly pay. This
amount represents the Company's contribution for each year.
12
Equity Compensation Plan Information
Number of securities Weighted-average Number of securities remaining
to be issued upon exercise price available for future issuance
exercise of of outstanding under equity compensation plans
outstanding options, options, warrants (excluding securities reflected
Plan category warrants, and rights and rights in column (a))
(a) (b) (c)
------------- -------------------- ----------------- -------------------------------
Equity compensation plans approved
by security holders 65,500 $3.51 54,005
Equity compensation plans not --- --- ---
approved by security holders
Total 65,500 $3.51 54,005
Stock Options
-------------
During the fiscal year ended December 31, 2002 the Company granted
Options to purchase Common Stock under the 1993 Employee Incentive Stock
Option Plan and the Non-Statutory Stock Option Plan for Directors.
The following table sets forth certain information with respect to
Options granted during the fiscal year ended December 31, 2002 to each of
the named executive officers in the Summary Compensation table above.
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration Date
Granted (#) Fiscal Year ($/SH)
(b) (c) (d) (e)
Name
Alfred R. Globus - - - -
Kenneth H. Globus 2,000 8.77 3.861 December 6, 2007
Robert S. Rubinger 2,000 8.77 3.51 December 6, 2012
Charles W. Castanza 2,000 8.77 3.51 December 6, 2012
Joseph J. Vernice 1,600 7.02 3.51 December 6, 2012
The following table sets forth certain information with respect
to Options to purchase Common Stock held on December 31, 2002 by the
persons in the Summary Compensation table above.
13
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options/SARs
Shares Acquired Value Options/SARs atFY-End (#) at FY-End ($)
Name on exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- ------------ ------------------------- -------------------------
Alfred R. Globus - - 0/0 0/0
Kenneth H. Globus - - 7,000/2,000 $29,400/8,400
Robert S. Rubinger 2,000 4,000 2,000/2,000 $ 8,400/8,400
Charles W. Castanza 4,000 14,995 4,000/2,000 $16,800/8,400
Joseph J. Vernice - - 0/1,600 $ 0/6,720
Compensation of Directors
-------------------------
Non-officer directors receive a fee of $1,000.00 for each meeting
attended. All other directors receive $500.00 for each meeting.
APPOINTMENT OF AUDITORS
-----------------------
The firm of Eisner LLP, independent certified public accountants, of
New York, N.Y., has been selected by the Board of Directors to be the
independent auditors of the Company for the fiscal year ending December
31, 2003. The selection of such firm is subject to ratification by the
stockholders at the Annual Meeting. Management believes that the firm is
well qualified and recommends a vote in favor of the ratification.
Representatives of Eisner LLP are expected to be present at the
the Annual Meeting and will have an opportunity to make a statement, if
they desire to do so, and will be available to respond to appropriate
questions.
Principal Accounting Firm Fees
------------------------------
The following table sets forth the aggregate fees, including out-of-
pocket expenses, billed to the Company for the fiscal year ended December
31, 2002 by the Company's principal accountants, Eisner LLP and Grant
Thornton LLP. In November 2002 the Company changed its principal
accounting firm from Grant Thornton LLP to Eisner LLP. This change was
made because the Company had been informed by Grant Thornton that audit
fees for the upcoming year would be increasing substantially, and
management of the Company believed that it could retain a comparable
certifying public accounting firm for a fee lower than what was being
proposed by Grant Thornton, which it was able to do.
14
Audit Fees $51,500*
Financial Information Systems Design
and Implementation Fees $ 0
All Other Fees $ 0
-------
$51,500
* The Company has estimated the fees for the three quarterly reports
paid to Grant Thornton LLP in 2002 at $12,000 (plus a fee of $5,000
to copy and provide this information to Eisner LLP). The actual fee
paid to Grant Thornton LLP in 2002 was an annual fee. As a result
the Company has used Eisner LLP's fee for these reports in 2003 for
this estimate.
ANNUAL REPORT TO STOCKHOLDERS
-----------------------------
The Annual Report to Stockholders for the fiscal year ended December
31, 2002 accompanies this Proxy Statement.
STOCKHOLDER PROPOSALS
---------------------
Proposals of stockholders for possible consideration at the 2004
Annual Meeting (expected to be held in May 2004) must be received by the
Secretary of the Company not later than December 15, 2003 to be
considered for inclusion in the proxy statement for that meeting if
appropriate for consideration under applicable securities laws. The proxy
for the 2004 Annual Meeting may confer discretionary authority to the
proxy holders for that meeting with respect to voting on any stockholder
proposal received by the Secretary of the Company after March 1, 2004.
Stockholders who wish to make a proposal at the 2004 Annual Meeting-other
than one that will be included in the Company's proxy materials-must
notify the Company no earlier than November 15, 2003 and no later than
December 15, 2003. If a stockholder who wishes to present a proposal
fails to notify the Company by December 15, 2003, the stockholder would
not be entitled to present the proposal at the meeting. If, however,
notwithstanding the foregoing procedure, the proposal is brought before
the meeting, then under the Securities and Exchange Commission's proxy
rules the proxies solicited by management with respect to the 2004 Annual
Meeting will confer discretionary voting authority with respect to the
stockholder's proposal on the persons selected by management to vote the
proxies. If a stockholder makes a timely notification, the proxies may
still exercise discretionary voting authority under circumstances
consistent with the Securities and Exchange Commission's proxy rules.
OTHER BUSINESS
--------------
Management of the Company knows of no business other than that
referred to in the foregoing Notice of Annual Meeting and Proxy Statement
that may come before the Annual Meeting.
By order of the Board of Directors
Robert S. Rubinger, Secretary
Dated: April 15, 2003
15
UNITED-GUARDIAN, INC.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2002, INCLUDING FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES, BUT EXCLUDING EXHIBITS, TO
EACH STOCKHOLDER WHO REQUESTS THE 10-KSB IN WRITING
ADDRESSED TO ROBERT S. RUBINGER, CORPORATE SECRETARY,
UNITED-GUARDIAN, INC., P.O. BOX 18050, HAUPPAUGE, NEW YORK
11788.
UNITED-GUARDIAN, INC.
230 Marcus Blvd. - P. 0. Box 18050 - Hauppauge, NY 11788
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. Alfred R. Globus and Kenneth H.
Globus, and each of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of common stock of United-Guardian, Inc.
held of record by the undersigned on March 28, 2003 at the annual meeting
of stockholders to be held on Wednesday, May 14, 2003, 10:00 a.m. local
time at the Sheraton Long Island Hotel, 110 Vanderbilt Motor Parkway,
Smithtown, N.Y. 11788, or any adjournment thereof.
1. ELECTION OF DIRECTORS.
_ _
FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for |_|
(except as marked to the all nominees listed below
contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Dr. Alfred R. Globus Charles W. Castanza Arthur Dresner
Henry P. Globus Robert S. Rubinger Lawrence F. Maietta
Benjamin Wm. Mehlman Kenneth H. Globus Andrew A. Boccone
2. PROPOSAL TO RATIFY THE APPOINTMENT OF EISNER LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2003.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
In their discretion, the proxies are authorized to vote upon matters
incident to the conduct of the meeting and upon such other business
(which the Board of Directors did not know, prior to making this
solicitation, would come before the meeting) as may properly come
before the meeting or any adjournment thereof.
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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 proposals 1 and 2.
DATED:___________________________ 2003
______________________________________
Signature
______________________________________
Signature
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership
please sign in partnership name by
authorized person.
Please mark, sign, date and return the proxy card promptly, using the
enclosed envelope.
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