SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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
[X] Definitive Proxy Statement RULE 14A-6 (E) (2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11 (c) or (S)240.14a-12
IMAGE TECHNOLOGY LABORATORIES, INC.
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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, of the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
[Logo]
167 SCHWENK DRIVE
KINGSTON, NEW YORK 12401
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 29, 2002
To the Stockholders of IMAGE TECHNOLOGY LABORATORIES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of IMAGE TECHNOLOGY LABORATORIES, INC. (the "Company") will be
held at the Holiday Inn, 503 Washington Avenue, Kingston, New York 12401, on
Thursday, August 29, 2002 at 9:00 a.m. (New York time) for the purpose of :
1. To elect the directors of the Company, all of whom shall hold office
until the next annual meeting of stockholders and until their
successors are elected and qualified;
2. To consider and vote upon a proposal to ratify the appointment of
J.H. Cohn LLP as the Company's independent auditors for the fiscal
year ending December 31, 2002;
3. To transact such other business as may properly come before the
meeting.
By Order of the Board of Directors
Lewis M. Edwards, Secretary
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JULY 19,2002 WILL BE
ENTITLED TO NOTICE OF OR TO VOTE AT THE MEETING, OR ANY ADJOURNMENT THEREOF.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE A QUORUM,
AS WELL AS YOUR REPRESENTATION, AT THE MEETING. EVEN IF YOU HAVE GIVEN YOUR
PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE,
HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
[Logo]
167 SCHWENK DRIVE
KINGSTON, NEW YORK 12401
MANAGEMENT PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, AUGUST 29, 2002
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Image Technology Laboratories, Inc. (the
"Company") for use at the Annual Meeting of the Stockholders of the Company to
be held at the Holiday Inn, 503 Washington Avenue, Kingston, New York 12401,
on Thursday, August 29,2002 at 9:00 a.m. (New York time), or at any adjournment
thereof (the "Annual Meeting"). Proxy material is being mailed beginning on or
about July 29, 2002 to the Company's stockholders of record on the record date.
The total number of shares of the Common Stock outstanding and entitled to vote
on July 19, 2002 was 12,156,212. The total number of votes which may be cast by
all of the holders of the Preferred Stock in the aggregate is 1,500,000.
The purposes of the Annual Meeting are: (1) to elect directors, and (2)
to transact such other business as may properly come before the meeting and at
any adjournment thereof.
PROPOSALS SUBMITTED FOR STOCKHOLDER VOTE
PROPOSAL 1: ELECTION OF DIRECTORS.
At the Annual Meeting, five directors are to be elected by the holders
of the Company's common and preferred stock. Each director elected shall hold
office until the next annual meeting of stockholders and until his successor is
elected and qualified. Unless otherwise specified in the proxy, the shares
represented by the proxy hereby solicited will be voted for the persons named
below, by the persons designated as proxies, both of whom are now directors of
the Company. Should any of these nominees become unable to accept nomination or
election (which is not anticipated), it is the intention of the persons
designated as proxies to vote for the election of the remaining nominees named
and for such substitute nominees as the management may recommend.
The nominees for election by the holders of the common and preferred
stock are: David Ryon, MD, Lewis M. Edwards, Richard V. Norell, Robert G.
Carpenter and John J. Naccarato.
Directors are elected by the favorable vote of the holders of a
majority of (i) the voting rights assigned to shares of preferred stock, plus
(ii) the number of shares of common stock represented at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEES TO THE BOARD OF DIRECTORS.
-1-
PROPOSAL 2: APPOINTMENT OF J.H. COHN LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
The Board of Directors has selected J.H. Cohn LLP, as the Company's
independent auditors for the fiscal year ending December 31, 2002, and has
further directed that management submit the selection of independent auditors
for ratification by the stockholders at the Annual Meeting. J.H. Cohn LLP has
audited the Company's financial statements since its initial public offering.
Representatives of J.H. Cohn LLP are not expected to be present at the Annual
Meeting.
Stockholder ratification of the selection of J.H. Cohn LLP as the
Company's independent auditors is not required by the Company's By-laws or
otherwise. However, the Board is submitting the selection of J.H. Cohn LLP to
the stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board will reconsider whether or
not to retain that firm. Even if the selection is ratified, the Board in their
discretion may direct the appointment of different independent auditors at any
time during the year if they determine that such a change would be in the best
interests of the Company and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO RATIFY
THE APPOINTMENT OF J.H. COHN LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2002.
The favorable vote of the holders of a majority of (i) the voting
rights assigned to shares of preferred stock, plus (ii) the number of shares of
common stock represented at the meeting is needed to approve this Proposal No.
2.
PROPOSAL 3: TO TRANSACT SUCH OTHER BUSINESS AS MAY BE PROPERLY BROUGHT BEFORE
THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" SUCH OTHER
MATTERS AS MAY BE PROPERLY BROUGHT BEFORE THE MEETING.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Company. The Company is unaware of any additional matters not set forth in
the Notice of Annual Meeting of Stockholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the Annual Meeting and presented for a vote of the Stockholders, the
persons named in the Proxy will vote in accordance with their best judgment upon
such matters, unless otherwise restricted by law.
INFORMATION WITH RESPECT TO NOMINEES
Information with respect to each nominee is set forth below.
Additional information with respect to officers, directors and the major
stockholder of the Company, including their percentage ownership in the
Company's voting stock, is set forth on pages 6 and 7.
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DIRECTORS NOMINATED TO REPRESENT THE HOLDERS OF THE COMMON STOCK:
All directors of Image Technology hold office until the next annual meeting of
shareholders or until their successors are elected and qualified. At present,
Image Technology's Bylaws provide for not less than one director nor more than
fifteen. Currently, there are five directors of Image Technology. The Bylaws
permit the Board of Directors to fill any vacancy and such director may serve
until the next annual meeting of shareholders or until his successor is elected
and qualified. Officers serve at the discretion of the Board of Directors. In
April, 2002, we appointed Richard V. Norell, Robert G. Carpenter and John J.
Naccarato to our Board of Directors to fill three vacancies. There are no family
relationships among any officers or directors of Image Technology.
DAVID RYON, MD, 57, is a founder and principal stockholder of Image Technology
and a co- developer of ITL's RIS/PACS. He was appointed to the Board of
Directors and appointed to serve as Image Technology's President and Chief
Executive Officer in December 1997. Dr. Ryon is the founder of the Kingston
Diagnostic Center in Kingston, New York. Dr. Ryon operated the Kingston
Diagnostic Center as a sole proprietor from its inception in 1992 until the
sale of the business to Rockland Radiological Group, P.C., now known as Mid
Rockland Imaging Partners, in 1997. Dr. Ryon worked as a radiologist at the
Kingston Hospital for five years before founding the Center. Dr. Ryon graduated
as an M.D. cum laude from Albany Medical College in 1975 and served residencies
in surgery and radiology at Albany Center Hospital. Among other post-graduate
specialties, Dr. Ryon also trained as an Emergency Physician. Prior to becoming
a physician, Dr. Ryon earned a B.S. in physics with high honors and an M.S. in
engineering at the University of Rochester. He worked as an engineer at General
Electric in the medical systems division after graduation where he gained
experience in the patent process.
LEWIS M. EDWARDS, 46, is a founder and principal stockholder of Image Technology
and a co- developer of ITL's RIS/PACS. He was appointed to the Board of
Directors and elected by the Board to serve as Image Technology's Vice President
of Research and Development and Chief Technical Officer in December 1997 and was
elected secretary in March, 2002. Mr. Edwards is currently employed full time by
Image Technology. Mr. Edwards has served as a senior technical staff member at
IBM since 1993. He was an architect and lead software designer for IBM's RS/6000
SP, a massive parallel processor until 2000. From 1982 to 1993 he served as the
head of engineering for Graphic Systems Labs, a CAD/CAM Independent Business
Unit start-up company within IBM. He is a member of the IEEE and ACM
professional societies and a charter member of the Microsoft Developer Network.
He has provided computer- consulting services to Boeing, General Motors,
Chrysler, Ford and the Federal government's FAA and ATC teams. He holds a BSEE
magna cum laude from Princeton University and an MSCE from Syracuse University.
-3-
RICHARD V. NORELL, 57, was appointed to our Board of Directors in April 2002.
Since 1995 he has served as a consultant in securities law compliance matters,
after being employed 26 years with the U.S. Securities and Exchange Commission,
Washington, D.C. in the Division of Enforcement, from 1972 to 1995. Mr. Norell
acted as the Division's Chief of Market Surveillance overseeing the Division's
investigators and financial analysts. In addition to implementing programs for
detecting securities fraud and improper conduct, Mr. Norell advised the
Director of the Division concerning policy issues and emerging problems in
the securities industry. Mr. Norell graduated American University, Washington,
D.C. with an MBA in Investment Analysis, University of Rochester, Rochester,
N.Y. Bachelor of Arts, Economics. Mr. Norell currently resides in Great Falls,
VA.
ROBERT G. CARPENTER, 65, was appointed to our Board of Directors in April 2002.
Mr. Carpenter brings extensive business experience from a career spanning over
30 years in a succession of executive management positions overseeing
technology, engineering, marketing and business development at Bell Research
Labs in NJ, IBM Yorktown Heights Research Center, and IBM Development Labs in
Kingston and Poughkeepsie, NY. Retired from IBM in 1991, Mr. Carpenter currently
serves as Chief Engineering Liaison on a $6.7 million water facilities project
in the County of Ulster, NY. Mr. Carpenter resides in Saugerties, NY.
JOHN J. NACCARATO, 70, was appointed to our Board of Directors in April 2002. He
served for 26 years as District Representative to the late United States
Congressman Hamilton Fish, Jr., with oversight responsibility for three District
offices, under the direct supervision of Congressman Fish. From 1988 to the
present, Mr. Naccarato has held the office of Ulster County Legislator, serving
on Mental Health and Ways and Means committees, and chairing the Criminal
Justice / Public Safety Committee. A former President of the Central
Businessmans Association, Mr. Naccarato serves on the Ulster County Community
Action Board, United Way Board, City of Kingston Board of Assessment, and the
board of the Catskill Regional OTB Corporation. Mr. Naccarato currently resides
in Kingston, NY.
In the first quarter of 2002, Dr. Carlton T. Phelps was terminated for cause
pursuant to the terms of his employment agreement, as Vice President of Finance
and Administration, Chief Financial Officer, Secretary and Treasurer of Image
Technology and resigned from the Board of Directors. The terms and circumstances
of Dr. Phelps' departure are currently in dispute. Dr. David Ryon has been
appointed our acting principal accounting officer as of March 5, 2002 and Mr.
Edwards has been appointed our secretary.
Meetings of the Board of Directors
In the last fiscal year the Board of Directors held no regularly
scheduled meetings and did not hold any special meetings. All other actions by
the Board of Directors were taken by unanimous written consent.
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SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's Common Stock, to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of the Common Stock of the Company.
Officers, directors and greater-than-ten-percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2001, all
Section 16(a) filing requirements applicable to its officers and directors have
been complied with.
HOLDINGS OF MANAGEMENT AND OF HOLDERS
OF 5% OR MORE OF THE COMPANY'S SECURITIES
The following table sets forth certain information regarding the
ownership of the Company's securities as of July 19, 2002 by (i) each director
and nominee for director; (ii) each of the executive officers named in the
employed by the Company in that capacity on December 31, 2001; (iii) all
executive officers and directors of the Company as a group; and (iv) all those
known by the Company to be beneficial owners of more than five percent of any
class of the Company's voting securities.
-------------------------------- -------------------- ----------------------- -----------------------
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL OWNERSHIP AS PERCENT OF OUTSTANDING
OWNER TITLE OF CLASS OF JULY 19, 2002(1) SHARES IN CLASS (2)
-------------------------------- -------------------- ----------------------- -----------------------
David Ryon, M.D.
167 Schwenk Drive
Kingston, New York 12401 Common Stock 2,829,584 23.28%
-------------------------------- -------------------- ----------------------- -----------------------
Preferred Stock 500,000 33.33%
-------------------------------- -------------------- ----------------------- -----------------------
Carlton T. Phelps, M.D.
167 Schwenk Drive
Kingston, New York 12401 Common Stock 2,429,583 20.53%
-------------------------------- -------------------- ----------------------- -----------------------
Preferred Stock 500,000 33.33%
-------------------------------- -------------------- ----------------------- -----------------------
Lewis M. Edwards
167 Schwenk Drive
Kingston, New York 12401 Common Stock 2,429,583 20.53%
-------------------------------- -------------------- ----------------------- -----------------------
Preferred Stock 500,000 33.33%
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-------------------------------- -------------------- ----------------------- -----------------------
Richard V. Norell
167 Schwenk Drive
Kingston, New York 12401 Common Stock 150,000 1.23%
-------------------------------- -------------------- ----------------------- -----------------------
Robert G. Carpenter
167 Schwenk Drive
Kingston, New York 12401 Common Stock 60,000 *
-------------------------------- -------------------- ----------------------- -----------------------
John J. Naccarato
167 Schwenk Drive
Kingston, New York 12401 Common Stock 35,000 *
-------------------------------- -------------------- ----------------------- -----------------------
All officers and directors as
a group Common Stock 7,933,750 65.26%
-------------------------------- -------------------- ----------------------- -----------------------
Preferred Stock 1,500,000 100%
-------------------------------- -------------------- ----------------------- -----------------------
(1) Includes for each of Messrs. Ryon, Phelps and Edwards, options to purchase
200,000 shares of common stock exercisable within 60 days. Also includes, with
respect to Mr. Norell, warrants to purchase 10,000 shares of common stock
exercisable within 60 days.
(2) Based upon 12,156,212 shares of common stock outstanding.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Image Technology has not paid any compensation to its directors or
executive officers from its inception through December 31, 1999. Upon their
appointment to the Board in April 2002 each of Messrs. Norell, Carpenter and
Naccarato were issued 10,000 shares of the Company's common stock in
consideration for their serving as directors.
The following table sets forth information for each of the Company's
fiscal years ended December 31, 2001, 2000 and 1999 concerning compensation of
(i) all individuals serving as the Company's Chief Executive Officer during the
fiscal year ended December 31, 2001 and (ii) each other executive officer of the
Company whose total annual salary and bonus equaled or exceeded $100,000 in the
fiscal year ended December 31, 2001:
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Annual Compensation
---------------------
NAME AND PRINCIPAL POSITION YEAR OTHER ALL OTHER
SALARY($) BONUS($)(2) ($)ANNUAL COMPENSATION($)
---------------------------- ----- --------- ----------- --------- ---------------
David Ryon(1) 2001 $150,000 $ 0 0 (3)
Chairman, President and Chief 2000 150,000 150,000 0 (3)
Executive Officer 1999 0 0 0 0
Carlton Phelps(1) 2001 $150,000 $ 0 0 (3)
Vice President, Chief Financial 2000 $150,000 $150,000 0 (3)
Officer, Secretary, Treasurer 1999 0 0 0 0
and Director
Lewis Edwards(1) 2001 $150,000 $ 0 0 (3)
Vice President, Chief Technical 2000 $150,000 $150,000 0 (3)
Officer and Director 1999 0 0 0 0
(1) Messrs. Ryon, Phelps and Edwards waived their salaries from Image Technology
for the years ended December 31, 1999 and 1998. These salaries were not deemed
material during this period. During the year ended December 31, 2000, Messrs.
Ryon, Phelps and Edwards deferred $136,407, $51,923 and $109,615, respectively.
During the year ended December 31, 2001, Mr. Ryon deferred $122,596 of his
salary.
(2) Messrs. Ryon, Phelps and Edwards were each issued 500,000 shares of
preferred stock in conjunction with the commencement of their employment
agreements. The preferred shares were valued at $.30 per share based on the
price of units that we were offering for sale through a private placement.
(3) See "Option Grants in Last Fiscal Year" below.
Employment Agreements
David Ryon is engaged as President and Chief Executive Officer of Image
Technology, and Lewis M. Edwards is engaged as Vice President, Chief Technical
Officer and Secretary. Each has been signed to a three year contract which
provides them with the following:
-- a minimum annual base salary of $150,000 payable in regular equal
installments in accordance with our general payroll practices.
-- an annual performance bonus at the end of each calendar year as
determined in good faith by the Board based upon its annually
established goals.
-- participation in all retirement plans, health and other group
insurance programs, stock option plans and other fringe benefit plans
which we may now or hereafter in the Board of Directors' discretion
make available generally to its executives or employees.
-- term life insurance in the amount of $300,000, short-term and
long-term disability insurance in the amount of not less than 60% of
base salary, unless such insurance is not available at commercially
reasonable rates.
-- an automobile for business use in accordance with Image Technology's
standard policy for senior executive officers.
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Option Grants in Last Fiscal Year
The following table sets forth certain information regarding stock options
granted to the Named Executive Officers during 2000. No options were granted
during 2001. We have never granted any stock appreciation rights.
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INDIVIDUAL GRANTS (1)
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NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED 2000 (2) SHARE ($) DATE
---- ------------- ----------------- --------- ----------
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
David Ryon 1,000,000 33.33% $.33 December 31, 2009
-------------------------------------------------------------------------------------------
Carlton Phelps 1,000,000 33.33% $.33 December 31, 2009
-------------------------------------------------------------------------------------------
Lewis Edwards 1,000,000 33.33% $.33 December 31, 2009
-------------------------------------------------------------------------------------------
(1). Each option represents the right to purchase one share of common stock. The
options shown in this table were all granted under our Stock Option Plan.
(2). In the year ended December 31, 2000, we granted options to employees to
purchase an aggregate of 3,000,000 shares of common stock.
Stock Option Plan
In January 1998, Image Technology's stockholders ratified Image
Technology's Stock Option Plan (the "Plan") whereby options for the purchase of
up to 5,000,000 shares of Image Technology's common stock may be granted to key
personnel in the form of incentive stock options and nonstatutory stock options,
as defined under the Internal Revenue Code. Key personnel eligible for these
awards include our employees, consultants and nonemployee directors. Under the
Plan, the exercise price of all options must be at least 100% of the fair market
value of our common shares on the date of grant. The exercise price of an
incentive stock option granted to an optionee which holds more than ten percent
of the combined voting power of all classes of stock of Image Technology must be
at least 110% of the fair market value on the date of grant. The maximum term of
any stock option granted may not exceed ten years from the date of grant and
generally vest over three years.
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On January 1, 2000, we granted options under the plan to David Ryon,
Carlton T. Phelps and Lewis M. Edwards, our three founders, for the purchase of
a total of 3,000,000 shares of its common stock at $.33 per share, approximately
110% of the fair market value on the date of grant, which are exercisable
through December 31, 2009.
No options were granted or exercised prior to January 1, 2000.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
No options were exercised by any of the Named Executive Officers during the
fiscal year ended December 31, 2001. The value of unexercised options held by
any such persons as of December 31, 2001 was as follows for each of Messrs.
Ryon, Phelps and Edwards (the only such option holders):
Total number of shares underlying unexercised options 1,000,000
Exercisable options 400,000
Unexercisable options 400,000
Value of in-the-money options $ 28,000
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has voted to appoint J.H. Cohn LLP as the firm
of independent public accountants to audit the accounts of the Company for the
year 2002. J.H. Cohn LLP has acted as independent public accountants for the
Company since inception. Management does not believe it is necessary for
stockholders to ratify this appointment due to the satisfactory services of J.H.
Cohn, LLP in prior years and the impracticality and undue expense of calling a
special stockholders meeting solely for that purpose. There is no requirement
under federal or Delaware law or the Company's By-laws that the appointment of
independent auditors be approved by stockholders. Management's recommendation
for the appointment of J.H. Cohn was unanimously approved by the Board of
Directors.
Audit Fees
The aggregate fees billed to the Company by J.H. Cohn LLP for
professional services rendered for the audit of the Company's annual financial
statements for fiscal 2001 and for review of the financial statements included
in the Company's quarterly reports on Form 10-Q for fiscal 2001 and assistance
with its other regulatory filings were $25,356.00.
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Financial Information Systems Design and Implementation Fees
J.H. Cohn LLP did not bill the Company for any professional services
rendered for information technology services relating to financial information
systems design and implementation for the fiscal year ended December 31, 2001.
All Other Fees
The aggregate fees billed by J.H. Cohn LLP for services rendered to the
Company for the fiscal year ended December 31, 2001 were $1,105.00.
The Board of Directors has considered whether the provision of
information technology consulting services relating to financial information
systems design and implementation, internal audit and other non-audit services
by the independent auditors to the Company is compatible with maintaining the
auditor's independence, and has discussed with the auditors the auditors'
independence. In addition, in accordance with the standards outlined by the
Independence Standards Board, the Board of Directors has received both oral and
written confirmation from J.H. Cohn LLP as to their independence.
GENERAL INFORMATION
INFORMATION AS TO VOTING SECURITIES
The close of business on July 19,2002 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and vote at, the Annual Meeting. On that date there were 12,156,212
outstanding shares of common stock of the Company, and 1,500,000 shares of
Preferred Stock, excluding shares held in treasury. Holders of shares of Common
Stock have the right to one vote, and holders of shares of Preferred Stock have
the right to two votes, for each share registered in their names on the books of
the Company as of the close of business on July 19,2002.
A majority of the outstanding shares, exclusive of shares held in
treasury, must be present in person or by proxy to constitute a quorum for the
holding of the meeting. Abstentions and broker non-votes are counted for
determining the presence of a quorum but are not counted as votes cast in the
tabulation of votes on any matter brought before the meeting, or as otherwise
required by law or regulation. Shares cannot be voted at the meeting unless the
owner of record is present in person or is represented by proxy.
The affirmative vote of the holders of a majority of (i) the voting
rights assigned to shares of preferred stock, plus (ii) the number of shares of
common stock represented at the meeting is needed for approval of Proposal 1 and
2.
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VOTING AND REVOCATION OF PROXIES
The persons named in the accompanying form of proxy will vote the
shares represented thereby, as directed in the proxy, if the proxy appears to be
valid on its face and is received on time. In the absence of specific
instructions, proxies so received will be voted for the election of the named
nominees to the Company's Board of Directors and for the ratification of J.H.
Cohn LLP as the Company's independent auditors for the fiscal year ending
December 31, 2002. Proxies are revocable at any time before they are exercised
by attending the Annual Meeting and voting in person, by filing an instrument in
writing revoking the proxy or by delivering a proxy bearing a later date to the
Secretary of the Company.
METHOD AND EXPENSE OF PROXY SOLICITATION
The solicitation of proxies will be made primarily by mail by
Continental Stock Transfer & Trust Co. Proxies may also be solicited by
overnight courier, personally and by telephone by regular employees of the
Company at nominal cost.
The Company does not expect to pay compensation for any solicitation of
proxies but may pay brokers and other persons holding shares in their names, or
in the names of nominees, their expenses for sending proxy material to
principals for the purpose of obtaining their proxies. The Company will bear all
expenses in connection with the solicitation of proxies.
GENERAL
In lieu of a separate annual report, the Company is mailing with this
Proxy Statement a copy of the Company's Annual Report on Form 10-KSB. Exhibits
to the Form 10-KSB are not included with the mailing but will be furnished to
any stockholder who requests the same for a nominal fee covering reproduction
and mailing expenses.
OTHER MATTERS
As of the date of this Proxy Statement, the management knows of no
matters other than Proposals 1 and 2 to come before the meeting. However, if any
other matters should properly come before the meeting, it is the intention of
the persons named in the accompanying form of proxy to vote all proxies not
marked to the contrary in accordance with their judgment on such matters.
By Order of the Board of Directors
Lewis M. Edwards, Secretary
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IMAGE TECHNOLOGY LABORATORIES, INC.
This proxy is solicited on behalf of the Board of Directors
The undersigned stockholder of IMAGE TECHNOLOGY LABORATORIES, INC. (the
"Company") hereby appoints David Ryon, Lewis M. Edwards, Richard V. Norell,
Robert G. Carpenter, and John J. Naccarato as Proxies, each with power to
appoint his substitute, and hereby authorizes them to represent and vote as
designated below, all of the shares of the Company's Common Stock held of record
by the undersigned on Thursday, August 29, 2002 at 9:00 a.m. (New York time) at
the Annual Meeting of Stockholders of the Company to be held at the Holiday Inn,
503 Washington Avenue, Kingston, New York 12401, or at any adjournment thereof.
(1) Election of Directors (INSTRUCTION: To withhold authority to vote for
any individual nominee, strike a line through the nominee's name in the
list below.)
(a) Election of Directors by Common Stockholders
[] FOR all nominees listed below (except as marked to the contrary
below)
[] WITHHOLD AUTHORITY to vote for any individual nominee listed below.
David Ryon, MD, Lewis M. Edwards, Richard V. Norell, Robert V.
Carpenter and John J. Naccarato.
(2) Proposal to ratify the appointment of J.H. Cohn LLP as the Company's
independent auditors for the fiscal year ending December 31, 2002.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] Yes [ ] No
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 ON THE REVERSE SIDE.
DATE:________________, 2002
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Signature
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Signature if held jointly
Please sign exactly as your name appears on this card. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. 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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