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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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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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(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,
or 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:
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FRMO CORP.
Notice of Annual Meeting of Shareholders
July 18, 2002
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 18, 2002 at 3:00 PM at 271 North
Avenue, 6th Floor, New Rochelle, NY 10801. 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 13, 2002 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 19, 2002
FRMO CORP.
271 NORTH AVENUE
NEW ROCHELLE, NY 10801
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 19, 2002
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 18, 2002 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 3, 2002 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 19, 2002.
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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 Commissions'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, 2002, 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.
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THE MEETING
DATE, TIME AND PLACE
The Meeting will be held on Thursday, July 18, 2002 at 3:00 P.M., local
time, at the 6th floor conference room, 271 North Avenue, New Rochelle, NY
10801. This building houses the office of the Company and is located directly
across from the Metro North New Rochelle Railroad Station (Stamford Line).
Parking is available behind the building.
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
13, 2002) 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.
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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 7 of the enclosed Form 10-K for market prices of
the Company's Common Stock and page 10 of this 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.
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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 about the nominees was provided by the nominees.
MURRAY STAHL: Age 48. 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 43. 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 40. 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 66. 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 64. Mr. Kornfeld is currently an Independent
Consultant on financial matters and a Director at M & A
London, LLC of New York City 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.
Mr. Kornfeld is currently a director of MFC Development
Corp.
DAVID MICHAEL: Age 64. 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 the Del Global
Technologies Corp (NASDAQ : DGTC) since 1986 and MFC
Development Corp.
LESTER TANNER: Age 78. 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.
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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 20, 2001, the Board of Directors held two 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
20, 2001, currently consists of Messrs. Bregman (Chair), Stahl and Doyle.
The Audit Committee met once since July 20, 2001 and currently consists of
Messrs. Michael (Chair), Kornfeld and Tanner. 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.
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PRESENT BENEFICIAL OWNERSHIP OF COMMON SHARES
The table below is as of May 29, 2002 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%
Peter Doyle(a)(d) Vice President, Director 3,640,320 10.1%
Lester Tanner(a)(b) Secretary, Director 3,932,790 10.9%
Victor Brodsky (c) Treasurer, CFO 32,400 -
Lawrence J. Goldstein (a)(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. Messrs. Brodsky, Kornfeld and Michael together
own 46,400 shares. 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.
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EXECUTIVE COMPENSATION
The Company has not paid any compensation to any officer in the fiscal
year ended February 28, 2002.
COMPENSATION POLICY
The Company's compensation for any officer after February 28, 2002 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, to purchase 3,000 shares, each and Chief Financial Officer Victor
Brodsky, to purchase 15,000 shares, all expiring July 20, 2006 at the option
price of $1.25 per share.
COMPENSATION OF DIRECTORS
The Company has not paid compensation to any director in the fiscal year
ended February 28, 2001 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 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.
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INDEMNIFICATION
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its named subsidiaries. No claims have
been made and no payments were received under the Company's indemnification
insurance.
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, 2002 (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 designated 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.
In February 2002, the Company acquired a 7.71% interest in Kinetics
Advisors, LLC and the Finder's Fee Share Interest from the Stahl Bregman Group,
in exchange for 315 shares of the Company's common stock. Kinetics Advisors, LLC
controls and provides investment advice to New Economy Partners and Kinetics New
Economy Fund, both of which are hedge funds.
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.
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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 US Index and the 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, 2002.
[LINE GRAPH]
INDEX 02/28/01 02/28/02
----- -------- --------
FRMO Corp. 100.00 138.66
NASDAQ - Total US* 100.00 81.26
S&P Mid-cap Diversified Financial Services Index** 100.00 93.98
* Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2002. Used with permission. All rights
reserved. crsp.com.
** Source: Bloomberg, L.P.
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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 financial statements with
management and the independent auditor. Management represented to the Committee
that the Company's financial statements were prepared in accordance with
generally accepted accounting principles. The Company's independent auditor
provided the Committee with the disclosures required by Independence 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 financial statements in the Company's annual report on Form 10-K for the
year ended February 28, 2002. 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 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, 2002 and reviews of the Company's Forms 10-Q for that
fiscal year approximated $6,600. Holtz Rubenstein
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rendered no services pertaining to Financial Information Systems Design and
Implementation. Fees to Holtz Rubenstein for other services totaled $600.
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, 2002 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 2003 Annual
Meeting of Shareholders, presently scheduled to be held on July 17, 2003, must
be received by the Company at 271 North Avenue, New Rochelle, NY 10801,
Attention of Lester Tanner, Secretary, no later than March 25, 2003.
June 19, 2002 By Order of the Board of Directors
Murray Stahl
Chairman and Chief Executive Officer
Steve Bregman
President and Chief Operating Officer
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/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
FRMO CORP.
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 Suite 601, 271 North Avenue, New Rochelle, New York, New York
10801 on Thursday, July 18, 2002 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
FOR WITH- FOR ALL
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.
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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.
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Please be sure to sign and date Date
this Proxy in the box below.
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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.
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