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 Pursuant to Section 240.14a-12
FRMO Corp.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
FRMO CORP.
Notice of Annual Meeting of Shareholders
July 17, 2003
3 PM Local Time
Dear Fellow Shareholder:
You are cordially invited to attend FRMO Corp's Annual Shareholders'
Meeting, which will be held on Thursday, July 17, 2002 at 3:00 PM at the 33rd
Floor Conference Room, 100 Park Avenue, New York, NY 10017. The meeting is
being held for the following purposes:
1. To elect a Board of Directions to hold office until the next
Annual Meeting of Shareholders or until their respective
successors have been elected or appointed.
2. To transact such other business as may properly come before
the annual meeting or any adjournment of the meeting.
These items are more fully described in the following pages, which are
made part of this notice. Only shareholders of record on the books of the
Company at the close of business on June 2, 2003 will be entitled to vote at
the annual meeting.
PLEASE ASSIST THE COMPANY AND ENSURE THAT YOUR VOTE IS RECORDED, BY
SIGNING AND RETURNING YOUR PROXY AS SOON AS POSSIBLE EVEN IF YOU PLAN TO ATTEND
THE ANNUAL MEETING. IF YOU DO ATTEND, YOU MAY VOTE IN PERSON AND THE PROXY WILL
BE SUPERSEDED BY THE VOTE YOU CAST AT THE MEETING.
Lester Tanner, Secretary
For the Board of Directors
New Rochelle, NY
June 12, 2003
FRMO CORP.
271 NORTH AVENUE
NEW ROCHELLE, NY 10801
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
------------------------
June 12, 2003
This Proxy Statement is being furnished to the Shareholders (the
"Shareholders") of FRMO Corp. a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors for use at
the Annual Meeting of Shareholders (the "Meeting") of the Company to be held on
July 17, 2003 and at any adjournments thereof.
At the Meeting, Shareholders will be asked:
1. To elect seven directors,
2. To transact such other business as may properly come before the
Meeting or any adjournments of the Meeting.
June 2, 2003 is the record date (the "Record Date") for the determination
of the holders of the Company's common shares, par value $.001 per share (the
"Common Shares") entitled to notice of and to vote at the Meeting. Each such
Shareholder will be entitled to one vote for each Common Share held on all
matters to come before the Meeting and may vote in person or by proxy authorized
in writing. At the close of business on June 3, 2002, there were 36,083,774
Common Shares entitled to vote.
This Proxy Statement and the accompanying form of proxy are first being
sent to holders of the Common Shares on or about June 12, 2003.
-1-
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such
information may also be accessed electronically by means of the Commission's
home page on the Internet (http://www.sec.gov.).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 0-29346) with the
Commission are incorporated by reference into this Proxy Statement:
The Company's Annual Report (Form 10-K) for the fiscal year ended
February 28, 2003 which is a part of the Annual Report sent to
Shareholders with this Proxy Statement.
All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Proxy Statement and prior to the date of the Meeting shall be deemed to be
incorporated by reference in this Proxy Statement and to be a part hereof from
the date of filing of such documents or reports.
-2-
THE MEETING
DATE, TIME AND PLACE
The Meeting will be held on Thursday, July 17, 2003 at 3:00 P.M., local
time, at the 33rd floor conference room, 100 Park Avenue, New York, NY 10017.
MATTERS TO BE CONSIDERED
At the Meeting, Shareholders will be asked to elect seven directors. The
Board of Directors knows of no matters that are to be brought before the
Meeting other than as set forth in the Notice of Meeting. If any other matters
properly come before the Meeting, the persons named in the enclosed form of
proxy or their substitutes will vote in accordance with their best judgment on
such matters.
RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE
Shareholders as of the Record Date (i.e., the close of business on June 2,
2003) are entitled to notice of and to vote at the Meeting. As of the Record
Date, there were 36,083,774 Common Shares outstanding and entitled to vote,
with each share entitled to one vote.
REQUIRED VOTES
Under Delaware law, the affirmative vote of the holders of a plurality of
the Common Shares voted at the Meeting is required to elect each director.
Consequently, only shares that are voted in favor of a particular nominee will
be counted toward such nominee's achievement of a plurality. Shares present at
the Meeting that are not voted for a particular nominee (including broker
non-votes) will not be counted toward such nominee's achievement of a plurality.
-3-
VOTING AND REVOCATION OF PROXIES
Shareholders are requested to complete, date, sign and promptly return the
accompanying form of proxy in the enclosed envelope. Common Shares represented
by properly executed proxies received by the Company and not revoked will be
voted in accordance with the specifications, if any, made in the proxy. If not
otherwise specified in the proxy, the shares will be voted for election of each
nominee for director named herein.
If any other matters are properly presented at the Meeting for
consideration, including among other things, consideration of a motion to
adjourn the Meeting to another time and/or place (including, without limitation,
for the purpose of soliciting additional proxies), the persons named in the
enclosed form of proxy and acting thereunder will have discretion to vote on
such matters in accordance with their best judgment.
Any proxy signed and returned by a Shareholder may be revoked at any time
before it is voted by filing with the Secretary of the Company, at the address
of the Company set forth herein, written notice of such revocation or a duly
executed proxy bearing a later date or by attending the Meeting and voting in
person. Attendance at the Meeting will not in and of itself constitute
revocation of a proxy.
PROXY SOLICITATION
The Company will bear the costs of solicitation of proxies for the Meeting.
In addition to solicitation by mail, directors, officers and regular employees
of the Company may solicit proxies from Shareholders by telephone, telegram,
personal interview or otherwise. Such directors, officers and employees will not
receive additional compensation, but may be reimbursed for out-of-pocket
expenses in connection with such solicitation. Brokers, nominees, fiduciaries
and other custodians have been requested to forward soliciting material to the
beneficial owners of Common Shares held of record by them, and such custodians
will be reimbursed for their reasonable expenses.
MARKET PRICES AND DIVIDEND POLICY
The Common Shares of the Company are traded on the NASDAQ Bulletin Board
under the symbol FRMO. See page 6 of the enclosed Form 10-K for market prices of
the Company's Common Stock and page 10 of the Proxy Statement for a price
performance measurement comparison. The Company has never paid a cash dividend
on its Common Stock and there is no present intention to declare a cash dividend
in the future.
-4-
ELECTION OF DIRECTORS
Seven directors will be elected at this year's annual meeting. Each
director will serve until the next annual meeting or until he is succeeded by
another qualified director who has been elected. We will vote your shares as
you specify when providing your proxy. If you do not specify how you want your
shares voted when you provide your proxy, we will vote them for the election of
all the nominees listed below. The Board of Directors recommends a vote FOR the
nominees set forth below, each of whom was first elected to the new FRMO Corp.
after the spin-off and recapitalization on January 23, 2001. The following
information was provided by the nominees.
MURRAY STAHL: Age 49. Mr. Stahl is Chairman of the Board and Chief
------------- Executive Officer of the Company. He co-founded Horizon
Research Group, a subsidiary of Horizon Asset
Management, Inc., in 1995 and is currently the
Portfolio Manager of The New Paradigm Fund. Prior to
1995 Mr. Stahl was with Bankers Trust Company for 16
years as a portfolio manager and research analyst.
STEVEN BREGMAN: Age 44. Mr. Bregman is President and Chief Operating
--------------- Officer of the Company. He co-founded Horizon Research
Group in 1995. Prior to 1995 Mr. Bregman was with
Bankers Trust for 9 years, where he was an Investment
Officer in the Bank's Private Clients Group.
PETER DOYLE: Age 41. Mr. Doyle is a co-founder of Horizon Research
------------ Group and also Kinetics Asset Management, Inc. in 1996
where he is Chief Investment Strategist for the
Kinetics family of mutual funds. Prior to 1996 Mr.
Doyle was with Bankers Trust Company for 9 years, where
he was an Investment Officer.
LAWRENCE J. GOLDSTEIN: Age 67. Mr. Goldstein is the General Partner of Santa
---------------------- Monica Partners, L.P., a private investment fund, he
founded in 1982. Prior thereto he was First Vice
President of Drexel Burnham Lambert and a General
Partner (Security Analyst and Fund Manager) of its
predecessor Burnham & Company for 23 years. He is a
director of Starstruck, Ltd. (ASE: KAP) since 1984.
ALLAN KORNFELD: Age 65. Mr. Kornfeld is currently an Independent
--------------- Consultant on financial matters and a Director at M & A
London, LLC of Montclair, New Jersey which provides
corporate development services to mid-range public and
private companies. He is a certified public accountant
and attorney. He was an accountant and audit partner at
Ernst & Young from 1960-1975, a comptroller, Vice
President and Senior Vice President of Ametek, Inc.
(NYSE) from 1975-1986 and then Chief Financial Officer
and Executive Vice President of Ametek from 1986-1994.
DAVID MICHAEL: Age 65. Mr. Michael is President of David Michael &
-------------- Co., P.C., Certified Public Accountants. He has been a
certified public accountant practicing as a partner in
independent public accounting firms for more than 25
years and as the President of David Michael & Co., P.C.
since 1983. He is a director of MFC Development Corp.
LESTER TANNER: Age 79. Mr. Tanner is President and a director of MFC
-------------- Development Corp. Prior to August 1, 2000 he practiced
law as a partner in his law firm for more than 30 years
with a concentration in corporate, real estate and
financial matters. He is Secretary of the Company. Mr.
Tanner has a J.D. degree from Harvard Law School.
-5-
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND BOARD COMMITTEES
SHAREHOLDER NOMINATIONS
A Shareholder entitled to vote in the election of directors may
nominate one or more persons for election as directors at the meeting if
written notice of such Shareholder's intent to make such nomination has been
given to the Company, not less than five days prior to the meeting date. Such
notice shall set forth the name and address of the Shareholder and his or her
nominee, a representation that the Shareholder is entitled to vote at such
meeting and intends to nominate such person, a description of all arrangements
or understandings between the Shareholder and each nominee, such other
information as would be required to be included in a proxy statement soliciting
proxies for the election of such Shareholder's nominee, and the consent of each
nominee to serve as a director of the Company if so elected. The Company may
require any proposed nominee to furnish such other information as may
reasonably be required to determine the eligibility of such proposed nominee to
serve as a director of the Company.
MEETINGS AND COMMITTEES
Since July 18, 2002, the Board of Directors held three meetings at
which all directors were present. The Board of Directors has a standing
Executive Committee, Audit Committee and Compensation Committee.
The Executive Committee exercises the authority of the Board of
Directors in the management of the business of the Company at such times as the
full Board of Directors is unavailable. The Executive Committee, which met once
since July 18, 2002, currently consists of Messrs. Bregman (Chair), Stahl and
Doyle.
The Audit Committee met twice since July 18, 2002 and currently
consists of Messrs. Michael (Chair), Kornfeld and Tanner who operate under the
Charter filed as an exhibit to a previous proxy statement. All members are
"financially literate" and at least one member qualifies as an "audit committee
financial expert" as defined by applicable regulations. The Report of the Audit
Committee is included in this Proxy Statement.
The Compensation Committee reviews the compensation, benefits and
stock options for the Company's executive and key personnel and makes
recommendations to the Board of Directors. The Compensation Committee which has
held no meetings currently consists of Messrs. Stahl (Chair), Bregman and
Goldstein.
-6-
PRESENT BENEFICIAL OWNERSHIP OF COMMON SHARES
The table below is as of May 21, 2003 and shows the beneficial ownership of
the Company's Common Shares by (i) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the outstanding Common
Shares (the Company's only class of voting securities), (ii) each executive
officer and director and (iii) all executive officers and directors of the
Company as a group.
NAME POSITION SHARES PERCENT
-------------- ------------------- -------------- --------------
Murray Stahl (a)(c) Chairman, CEO, Director 6,693,120 18.6%
Steven Bregman (a)(c) President, COO, Director 6,693,120 18.6%
Treasurer & CFO after
12/3/02
Peter Doyle (a)(d) Vice President, Director 3,640,320 10.1%
Lester Tanner (b) Secretary, Director 3,932,790 10.9%
Victor Brodsky (c) Treasurer, CFO until 32,400 -
12/3/02
Lawrence J. Goldstein (d) Director 1,800,000 5.0%
Allan Kornfeld (d) Director 4,000 -
David Michael (d) Director 10,000 -
John Meditz (a)(d) - 6,693,120 18.6%
Thomas C. Ewing (a)(d) - 3,453,120 9.6%
FRMO Control Group and all executive
officers and directors as a group (10 persons) 34,662,964 96.1%
------------------------------
(a) The FRMO Control Group owns 34,532,790 shares consisting of the
32,905,590 shares owned by Messrs. Stahl, Bregman, Doyle, Tanner, Goldstein,
Meditz and Ewing shown above, 1,146,240 shares owned by Catherine Bradford and
480,960 shares owned by Katherine Ewing. Horizon Research Group and Kinetics
Voting Trust, affiliates of the Chairman and President of the Company, own
80,003 shares and 315 shares respectively, which are included above in the total
of 34,662,964 shares.
(b) Includes shares owned by entities managed by Lester Tanner which are
owned by him, his children and his wife. His address is 271 North Avenue, New
Rochelle, NY 10801.
(c) The address of Messrs. Stahl, Bregman and Brodsky at the Company is
271 North Avenue, New Rochelle, NY 10801.
(d) The address of Messrs. Doyle, Meditz and Ewing is 470 Park Avenue
South, New York, NY 10016. Address for other persons are: Lawrence J. Goldstein
1865 Palmer Avenue, Larchmont, N.Y. 10538; Allan Kornfeld 5 Patterson Place,
Newtown Square, PA 19073; David Michael 7 Penn Plaza, New York, NY 10001. Mr.
Goldstein is the General Partner of Santa Monica Partners, LP, a private fund
which owns 218,000 shares of the Company. See page 8 for stock options granted
to Messrs. Kornfeld, Michael and Brodsky.
-7-
EXECUTIVE COMPENSATION
The Company has not paid any compensation to any officer in the fiscal year
ended February 28, 2003.
COMPENSATION POLICY
The Company's compensation for any officer after February 28, 2003 is
expected to consist of a base salary and annual bonus compensation. Salary and
bonus payments will be discretionary with the Board of Directors and will be
designed to reward current and past performance.
The Company's policy will emphasize performance-based compensation.
Accordingly, a significant percentage of annual compensation may consist of
bonus compensation. This ensures that compensation reflects the individual's
specific contributions to the success of the Company. Bonus compensation is
determined on the basis of the directors' subjective assessment of an
executive's performance and not on any specific formula.
The Company believes that, as it grows, its compensation program will
enable it to attract, motivate and retain senior management by providing a
competitive total compensation opportunity based on performance.
STOCK OPTIONS
The Company may issue stock options to officers or directors who do not own
as much as one percent of the Company's outstanding stock. Stock options are
designed to provide strong incentive for superior long-term performance and are
directly linked to shareholders' interests because the value of the awards will
increase or decrease based upon the future price of the Common Shares. The
Company may also adopt a Stock Option Plan designed to secure the services of
persons capable of filling key management positions. The amount of stock options
awarded will not be based on any specific formula, but rather on a subjective
assessment of the person's performance by the Board of Directors. On July 20,
2001 the Company issued stock options to directors Allan Kornfeld and David
Michael and Chief Financial Officer Victor Brodsky, to purchase 3,000, 3,000 and
15,000 shares, respectively, expiring July 20, 2006 at the option price of $1.25
per share. On July 18, 2002, the Company issued stock options to Messrs.
Kornfeld and Michael to purchase 3,000 shares each and to Mr. Brodsky to
purchase 30,000 shares, all expiring July 18, 2007 at the option price of $0.40
per share.
COMPENSATION OF DIRECTORS
The Company has not paid compensation to any director in the fiscal year
ended February 28, 2002 and has made no arrangement to pay directors' fees in
the current fiscal year. Only Allan Kornfeld and David Michael, among the
present directors, will be eligible to receive stock
-8-
options under the Company's policy of not granting options to any officer or
director who already owns as much as 1% of the Company's outstanding stock.
INDEMNIFICATION
Pursuant to its By-Laws, the Company provides indemnification for all
directors and officers of the Company and its subsidiaries. No claims have been
made pursuant to this indemnification.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's new start on January 23, 2001 and its recapitalization by the
purchase of 34,200,000 shares of common stock by the FRMO Control Group, defined
above at page 7, on January 23, 2001 are described in the accompanying Annual
Report (Form 10-K) for the fiscal year ended February 28, 2003 (the "Annual
Report") at pages 1-3 thereof.
In January 2001 the Company signed a consulting agreement with Lawrence J.
Goldstein, the manager of the Santa Monica Partners, L.P., whereby he will pay
$21,600 per year to the Company for access to consultations with the Company's
personnel designation by Murray Stahl and Steven Bregman. Mr. Goldstein is a
director and shareholder of the Company.
In March 2001 the Company acquired the research service fees that Horizon
Research Group was entitled to receive from The New Paradigm Fund in exchange
for 80,003 shares of the Company's Common Stock. In May 2001 the Company
acquired the research service fees that Horizon Research Group was entitled to
receive from The Middle East Growth Fund in exchange for 3,456 shares of the
Company's common stock. Murray Stahl, Steven Bregman and Peter Doyle, officers,
directors and the shareholders of the Company, are shareholders of the
corporation which owns the Horizon Research Group. See page 5 of the Annual
Report.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Based solely upon a review of the copies of such forms furnished to
the Company and written representations from the Company's executive officers,
directors and greater than 10% beneficial shareholders, the Company believes
that since the effective date of the Company's Registration Statement Pursuant
to Section 12(g) of The Securities Exchange Act of 1934, all persons subject to
the reporting requirements of Section 16(a) filed the required reports on a
timely basis.
-9-
PERFORMANCE MEASUREMENT COMPARISON
The Company's common stock has traded on the NASDAQ Bulletin Board (symbol
FRMO) since the spin-off on January 23, 2001. The graph set forth below compares
cumulative total return to our shareholders with the total return of the Nasdaq
Total U.S. Index and S&P Mid-cap Diversified Financial Services Index, resulting
from an initial assumed investment of $100 in each and assuming reinvestment of
any dividends, beginning February 28, 2001 and ending at February 28, 2003.
[TOTAL RETURN PERFORMANCE LINE GRAPH]
PERIOD ENDING
--------------------------------------
INDEX 02/28/01 02/28/02 02/28/03
------------------------------------------------------------------------------
FRMO Corp. 100.0 61.18 19.76
NASDAQ - Total US* 100.0 80.47 62.16
S&P Mid-cap Diversified Financial 100.0 92.86 73.50
Services Index*
*Source: Bloomberg L.P.
-10-
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is comprised solely of independent directors and
operates under a written charter adopted by the Board of Directors. The
Committee reviews and assesses the adequacy of its charter on an annual basis.
As described more fully in its charter, the purpose of the Audit Committee is
to assist the Board of Directors in its general oversight of the company's
financial reporting, internal control and audit functions. Management is
responsible for the preparation, presentation and integrity of the Company's
financial statements, accounting and financial reporting principles, internal
controls and procedures designed to ensure compliance with accounting
standards, applicable laws and regulations. Holtz Rubenstein & Co., LLP, the
company's independent auditing firm, is responsible for performing an
independent audit of the consolidated financial statements in accordance with
generally accepted auditing standards.
The Audit Committee's functions are not intended to duplicate the
activities of management and the independent auditor. The Committee serves a
board-level oversight role, in which it provides advice and direction to
management and the auditors on the basis of the information it receives and the
experience of the Committee's members in business, financial and accounting
matters. Among other matters, the Audit Committee monitors the performance of
the Company's auditors, including the audit scope and auditor independence. The
Audit Committee and the Board have ultimate authority and responsibility to
select, evaluate and, when appropriate, replace the Company's independent
auditor.
The Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditor. Management represented
to the Committee that the Company's consolidated financial statements were
prepared in accordance with generally accepted accounting principles. The
Company's independent auditor provided the Committee with the disclosures
required by Independent Standards Board Standard No. 1, "Independence
Discussions with Audit Committees." The Committee discussed with the independent
auditor that firm's independence.
Following the Committee's discussions with management and the independent
auditor, the Committee recommended that the Board of Directors include the
audited consolidated financial statements in the Company's annual report on Form
10-K for the year ended February 28, 2003. A representative of Holtz Rubenstein
& Co., LLP will be present at the Annual Meeting and will be available to
respond to appropriate questions and to make such statements as the
representative may desire.
AUDIT COMMITTEE: DAVID MICHAEL (CHAIR), ALLAN KORNFELD, LESTER TANNER.
AUDIT FEES
Fees for professional services rendered by Holtz Rubenstein & Co., LLP in
connection with the audit of the Company's annual financial statements for the
year ended February 28, 2003
-11-
and reviews of the Company's Forms 10-Q for the fiscal year approximated
$12,000. Fees for audit-related services approximated $700. Fees to Holtz
Rubenstein for other services approximated $800.
AUDIT COMMITTEE: DAVID MICHAEL (CHAIR), ALLAN KORNFELD, LESTER TANNER.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended February 28, 2003 is being furnished to Shareholders concurrently
herewith.
PROPOSALS BY SHAREHOLDERS
Proposals that Shareholders wish to include in the Company's Proxy
Statement and form of proxy for presentation at the Company's 2004 Annual
Meeting of Shareholders, presently scheduled to be held on July 15, 2004, must
be received by the Company at 271 North Avenue, New Rochelle, NY 10801,
Attention of Lester Tanner, Secretary, no later than March 23, 2004.
June 12, 2003 By Order of the Board of Directors
Murray Stahl
Chairman and Chief Executive Officer
Steven Bregman
President and Chief Financial Officer
-12-
REVOCABLE PROXY
FRMO CORP.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Revoking any such prior appointment, the undersigned hereby appoints
Murray Stahl, Steven Bregman and Lester Tanner, and each of them,
attorneys and agents, with power of substitution to vote as Proxy for the
undersigned as herein stated, at the Annual Meeting of Shareholders of
FRMO Corp. (the "Company") to be held at the 33rd Floor Conference Room,
100 Park Avenue, New York, New York, 10017 on Thursday, July 17, 2003 at
3:00 P.M., and at any adjournment thereof, with respect to the number of
shares the undersigned would be entitled to vote if personally present.
1. Election of Directors WITH- FOR ALL
FOR HOLD EXCEPT
To elect the nominees listed below: [ ] [ ] [ ]
MURRAY STAHL, STEVEN BREGMAN, PETER DOYLE, LAWRENCE J. GOLDSTEIN,
ALLAN KORNFELD, DAVID MICHAEL AND LESTER TANNER
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES NAMED ABOVE.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED FOR THE ELECTION OF
THE BOARD OF DIRECTORS IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED
AND IN THE DISCRETION OF THE NAMED ATTORNEYS AND AGENTS ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Please sign exactly as your name appears on this card. When shares
are held by joint tenants, both should sign. When signing as attorney,
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.
The shareholder(s) hereby acknowledge(s) receipt of a copy of the
Proxy Statement relating to such Annual Meeting.
Please be sure to sign and date Date
this Proxy in the box below. -----------------------
----------------------------- ---------------------------------
Shareholder sign above Co-holder (if any) sign above
- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -
FRMO CORP.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
--------------------------------
--------------------------------
--------------------------------