-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LbRLvm3bQR81bNSTdSsSdz7jo1ti3cXD548YEp86xpd4xBFx6zejK+mmQBz3Sbcc 6fGmbnP6gkStfJw740mYQA== 0000832815-98-000003.txt : 19980504 0000832815-98-000003.hdr.sgml : 19980504 ACCESSION NUMBER: 0000832815-98-000003 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980430 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON CHEMICALS INC CENTRAL INDEX KEY: 0000832815 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 510301280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: SEC FILE NUMBER: 001-12263 FILM NUMBER: 98606666 BUSINESS ADDRESS: STREET 1: BIRMINGHAM RD STREET 2: PO BOX 66 CITY: BIRMINGHAM STATE: NJ ZIP: 08011 BUSINESS PHONE: 6098931100 MAIL ADDRESS: STREET 1: P O BOX 66 BIRMINGHAM ROAD CITY: BIRMINGHAM STATE: NJ ZIP: 08011 DEFR14A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant (X) 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 ss. 260.14a(11(c) or ss. 240.14a-12 Sybron Chemicals Inc. (Name of Registrant as Specified in its Charter) N/A (Name of Person(s) filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): (X) No fee required ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (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): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A ( ) 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: SYBRON CHEMICALS INC. Birmingham Road Birmingham, New Jersey 08011 (609) 893-1100 --------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 1998 ------------------------------ The Annual Meeting of Stockholders of Sybron Chemicals Inc. (the "Company") will be held on Friday, May 29, 1998, at 2:00 p.m. local time, at The Country House, 122 South Pemberton Road, Pemberton, New Jersey 08068, for the following purposes: 1. To elect two Class III Directors to serve until the annual meeting of Stockholders to be held in 2000 and until their successors shall be duly elected and qualified. 2. To consider and act upon the selection of Price Waterhouse LLP as the Company's independent auditors for the 1998 fiscal year. 3. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. The close of business on April 22, 1998 has been fixed as the record date for the meeting. All stockholders of record at that time are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting. The Board of Directors urges you to date, sign and return promptly the enclosed proxy to give voting instructions with respect to your shares of Common Stock. This proxy is solicited by the Board of Directors of the Company. The return of the proxy will not affect your right to vote in person if you do attend the meeting. A copy of the Company's Annual Report is also enclosed. By Order of the Board of Directors, /s/ Dennis J. Fiore ------------------- DENNIS J. FIORE Secretary Birmingham, New Jersey May 1, 1998 SYBRON CHEMICALS INC. Birmingham Road Birmingham, New Jersey 08011 (609) 893-1100 ------------------------ PROXY STATEMENT ------------------------ The enclosed proxy is solicited by the Board of Directors of Sybron Chemicals Inc. (the "Company"), a Delaware corporation, for use at the Annual Meeting of Stockholders (the "Meeting") to be held on Friday, May 29, 1998, at 2:00 p.m. local time, at The Country House, 122 South Pemberton Road, Pemberton, New Jersey 08068, and any adjournment or postponement thereof. This proxy statement, the foregoing notice and the enclosed proxy are being mailed to stockholders on or about May 1, 1998. The Board of Directors does not intend to bring any matters before the Meeting other than the matters specifically referred to in the notice of the Meeting, nor does the Board of Directors know of any matter which anyone else proposes to present for action at the Meeting. However, if any other matters properly come before the Meeting, the persons named in the accompanying proxy or their duly constituted substitutes acting at the Meeting will be deemed authorized to vote or otherwise act thereon in accordance with their judgment in such matters. In the absence of instructions, the shares represented at the Meeting by the enclosed proxy will be voted "FOR" the nominees of the Board of Directors in the election of two directors; "FOR" the approval of Price Waterhouse LLP as the Company's independent auditors for the 1998 fiscal year; and, as to any other matter that may be properly brought before the Annual Meeting, in accordance with the judgment of the proxy holders. Any proxy may be revoked at any time prior to its exercise by notifying the Secretary in writing, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. QUORUM AND VOTING The presence, in person or by proxy, of stockholders entitled to cast a majority of the votes that stockholders are entitled to cast in the election of a director and on the selection of Price Waterhouse LLP as the Company's independent auditors, shall constitute a quorum. Each of those matters submitted to the shareholders requires the affirmative vote of a majority of the -1- votes cast at the meeting. For purposes of determining the number of votes cast with respect to any voting matter, only those cast "for" or "against" are included. Abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the Meeting. At the close of business on April 22, l998, the record date, the Company had outstanding 5,686,827 shares of Common Stock, par value $.0l per share. On all matters voted upon at the Meeting and any adjournment or postponement thereof, each record holder of Common Stock will be entitled to one vote per share. PRINCIPAL STOCKHOLDERS The following table sets forth certain information regarding the holdings of each stockholder who was known to the Company to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 5% of the Company's Common Stock at the close of business on April 27, 1998. Each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares. Amount Percent of Beneficially Outstanding Name and Address of Beneficial Owner Owned Shares - ------------------------------------ ----- ------ 399 Venture Partners, Inc................... 2,025,000(1) 35.6 Citibank, N.A. Citicorp 399 Park Avenue New York, NY 10043 T. Rowe Price Associates, Inc............... 564,000(2) 9.9 T. Rowe Price Small Cap Value Fund, Inc. 100 East Pratt Street Baltimore, MD 21202 Richard M. Klein............................ 475,651(3) 8.3 P.O. Box 66 Birmingham, NJ 08011 Mentor Partners, L.P........................ 297,400(4) 5.2 499 Park Avenue New York, NY 10022 (1) Based on a Schedule 13D, filed with the Securities and Exchange Commission (the "Commission") as of February 25, -2- 1998, which states that the address of each of 399 Venture Partners, Inc. ("399 Venture"), Citibank, N.A. ("Citibank") and Citicorp is 399 Park Avenue, New York, New York 10043; that 399 Venture is the record and beneficial owner of 2,025,000 shares of Common Stock and has sole ownership of and voting and dispositive powers over such shares; that 399 Venture is a wholly owned subsidiary of Citibank; that Citibank is a wholly owned subsidiary of Citicorp; and that Citibank and Citicorp own no shares of Common Stock directly. (2) Based on a Schedule 13 G/A, filed with the Commission as of February 12, 1998, jointly by T. Rowe Price Associates, Inc. ("Associates") and T. Rowe Price Small Cap Value Fund, Inc. ("Fund") which states that the address of each of Associates and Fund is 100 E. Pratt Street, Baltimore, Maryland, 21202; that Associates has sole dispositive power over 564,000 shares of Common Stock; that Fund has sole voting power over 450,000 shares of Common Stock; and that the aggregate amount of shares of Common Stock reported by Fund is also included in the aggregate amount reported by Associates. (3) Shares issuable pursuant to options exercisable within 60 days of April 27, 1998 are deemed to be beneficially owned; accordingly, the amount beneficially owned by Richard M. Klein includes 12,900 shares of Common Stock underlying options held by him. (4) Based on a Schedule 13D, filed with the Commission as of February 2, 1998, by Mentor Partners, L.P. ("Mentor") which states that the address of Mentor is 500 Park Avenue, New York, New York 10022 and that Mentor owns beneficially and has sole voting power and sole dispositive power over 297,400 shares of Common Stock. MANAGEMENT OWNERSHIP The following table sets forth certain information regarding the Common Stock beneficially owned by the Company's Chief Executive Officer, by each director and nominee for director of the Company, by each of the Company's four other most highly compensated executive officers and by all directors and executive officers of the Company as a group, at the close of business on April 27, 1998. Each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. -3- Amount Percent of Beneficially Outstanding Owned(1) Shares(1) Name of Beneficial Owner Richard M. Klein............................ 475,651 8.4 David I. Barton............................. 4,900 * Paul C. Schorr, IV.......................... 0 - John H. Schroeder........................... 71,982 1.3 Heinn F. Tomfohrde, III..................... 4,000 * Peter de Bruijn. ........................... 11,970 * Albert L. Eilender.......................... 16,381 * Joe J. Belcher.............................. 21,588 * All directors and executive officers as a group (11 persons)...................... 628,664 10.9 - ------------------ *Represents less than 1% of the Company's outstanding shares of Common Stock. (1) Shares issuable pursuant to options exercisable within 60 days of April 27, 1998 are deemed to be beneficially owned; accordingly, the amount beneficially owned includes the following number of shares of Common Stock underlying options held by the following individuals: Richard M. Klein 12,900 shares, David I. Barton 2,000 shares, John H. Schroeder 11,700 shares, Heinn F. Tomfohrde, III 2,000 shares, Peter de Bruijn 9,475 shares, Albert L. Eilender 10,000 shares and Joe J. Belcher 5,675 shares; and all directors and executive officers as a group 62,775 shares. BOARD OF DIRECTORS AND COMMITTEES The business of the Company is managed under the direction of its Board of Directors. The Board meets on a regularly scheduled basis during the Company's fiscal year to review significant developments affecting the Company and to act on matters requiring Board approval. During the year ended December 31, 1997, the Board of Directors met five times. During 1997, each of the directors was in attendance at no less than 75% of the aggregate number of meetings of the Board of Directors and the committees on which he served. The Company has the following standing committees of the Board of Directors whose present members are as identified below: -4- Audit and Compensation Committee. The Audit and Compensation Committee (the "Committee") reviews and recommends to the Board of Directors the independent auditors to be selected to audit the books of the Company and the proposed scope of the audit to be performed by such independent auditors and reviews such audit, including the opinion and any comments or recommendations of the independent auditors. The Committee also reviews with the independent auditors and with the financial management of the Company the adequacy and effectiveness of the internal auditing, accounting and financial controls of the Company and reviews the practices and procedures adopted by the Company to ensure compliance with the applicable laws and regulations. In addition, the Committee approves the compensation of the Executive Officers of the Company and serves as the Committee described in the Company's 1992 Stock Option Plan to operate and administer the Plan solely with respect to persons who are Principal Officers as defined therein. The Committee met two times during 1997. The members of the Committee are Heinn F. Tomfohrde, III (Chairman), David I. Barton and Paul C. Schorr, IV. Stock Option Plan Committee. The Stock Option Plan Committee serves as the Committee described in the Company's 1992 Stock Option Plan to operate and administer the Plan solely with respect to persons who are not Principal Officers as defined therein. The Stock Option Plan Committee did not meet during 1997. Its members are Richard M. Klein (Chairman) and John H. Schroeder. Executive Committee. The Executive Committee was established to perform such duties as the Board of Directors from time to time may direct. The Executive Committee did not meet during 1997. Its members are Richard M. Klein (Chairman), Paul C. Schorr, IV and John H. Schroeder. Compensation of Directors Each member of the Board of Directors who is not an employee of the Company is automatically granted options to acquire 4,000 shares of common stock on the first business day of each year at the current market price. In addition, during 1997 directors of the Company who were not employees or affiliates of Citicorp Investments Inc. were paid a standard fee of (a) $750 for each meeting of the Board of Directors that such director attends, and (b) $500 for each meeting of a committee of the Board of Directors that such Director attends. Such Directors are also entitled to reimbursement of reasonable travel expenses incurred while attending meetings of the Board of Directors or any of its committees. -5- EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes certain information for each of the last three fiscal years concerning the cash compensation paid by the Company, as well as certain other compensation paid to or accrued for 1997, 1996 and 1995, to the Company's Chief Executive Officer and to each of the Company's other four most highly compensated executive officers:
Annual Compensation Long Term Compensation ----------------------------------------- ----------------------------------- Awards ------ All Other Other Name and Annual Restricted Securities LTIP Compen- Principal Salary Bonus Compensa- Stock Underlying Pay- sation Position Year ($) ($) tion($) Award(s)($) Options outs($) ($)(5) -------- ---- --- --- -------- ----------- ------- ------- ------ Richard M. Klein 1997 272,500 339,736(1) -- -- -- 51 36,416 President and Chief 1996 264,560 176,959(2) -- -- 25,500 -- 23,931 Executive Officer 1995 256,855 49,214(3) -- -- -- -- 27,484 Albert L. Eilender 1997 204,000 181,442(1) -- -- -- -- 17,780 Executive Vice 1996 125,769 76,630(2) -- -- 25,000 -- 27,373 President, Corporate 1995 Not Employed by the -- -- -- -- -- Development Company John H. Schroeder 1997 166,855 141,256(1) -- -- -- -- 18,968 Executive Vice 1996 158,795 79,037(2) -- -- 22,500 -- 15,646 President, 1995 148,321 21,869(3) -- -- -- -- 18,871 Environmental Products and Services Peter de Bruijn 1997 125,810 101,268(1) -- -- -- -- 60,359 Managing Director- 1996 146,932 59,179(2) -- -- 18,625 -- 48,362 Europe Division 1995 136,985 32,393(3) -- -- 3,375 -- 40,122 Joe J. Belcher 1997 82,000 98,000(4) -- -- -- -- 13,484 Vice President, 1996 80,272 95,032(4) -- -- 13,625 -- 15,987 Textile Chemicals- 1995 78,229 97,712(4) -- -- -- -- 11,188 North America
- ------------------- (1) Consists of bonuses earned during 1997 and paid in 1998 pursuant to the Company's Executive Bonus Plan (the "Bonus Plan"). These bonuses were paid in the form of Common Stock and cash in the following amounts: Richard M. Klein 6,856 shares of Common Stock and $108,346 cash, Albert L. Eilender 3,758 shares of Common Stock and $54,609 cash, John H. Schroeder 2,639 shares of Common Stock and $52,190 cash and Peter de Bruijn 708 shares of Common Stock and $77,373 cash. The closing price of the Common Stock on the date the Bonus Plan shares were issued was $33.75. For a description of the determination of the number of shares issued see: "Report of the Audit and Compensation Committee on Executive Compensation". -6- (2) Consists of bonuses earned during 1996 and paid in 1997 pursuant to the Company's Executive Bonus Plan (the "Bonus Plan"). These bonuses were paid in the form of Common Stock and cash in the following amounts: Richard M. Klein 4,276 shares of Common Stock and $103,198 cash, Albert L. Eilender 2,432 shares of Common Stock and $34,678 cash, John H. Schroeder 1,381 shares of Common Stock and $55,215 cash and Peter de Bruijn 635 shares of Common Stock and $48,225 cash. The closing price of the Common Stock on the date the Bonus Plan shares were issued was $17.25. For a description of the determination of the number of shares issued see: "Report of the Audit and Compensation Committee on Executive Compensation". (3) Consists of bonuses earned during 1995 and paid in 1996 pursuant to the Bonus Plan. These bonuses were paid in the form of Common Stock and cash in the following amounts: Richard M. Klein 4,279 shares of Common Stock and $5 cash, John H. Schroeder 1,416 shares of Common Stock and $5,585 cash, and Peter de Bruijn 436 shares of Common Stock and $27,379 cash. The closing price of the Common Stock on the date the Bonus Plan shares were issued was $11.50. (4) Mr. Belcher does not participate in the Bonus Plan. Instead, he receives an alternative compensation arrangement based on adjusted variable profits for certain segments of the America textile chemical business. (5) Includes (with respect to amounts applicable to 1997) contributions by the Company to the named executives' pension and 401(k) plans ("PLANS"), as well as car allowances ("AUTO"), life insurance premiums ("LIFE"), supplemental executive retirement plan contributions ("SERP") and income tax preparation ("TAX") paid by the Company for the benefit of the named executives: Richard M. Klein $13,821 (PLANS), $2,685 (AUTO), $171 (LIFE), $18,989 (SERP), $750 (TAX); Albert L. Eilender $7,968 (PLANS), $4,440 (AUTO), $547 (LIFE), $4,825 (SERP); John H. Schroeder $9,581 (PLANS), $5,218 (AUTO), $547 (LIFE), $3,622 (SERP); Peter de Bruijn $40,290 (PLANS), $20,069 (AUTO); and Joe J. Belcher $9,478 (PLANS), $2,595 (AUTO), $547 (LIFE), $864 (SERP). Stock Option Grants in Last Fiscal Year No stock options were granted to the Chief Executive Officer and the four most highly compensated other executive officers of the Company during 1997. The Company did not grant any stock appreciation rights ("SARs") during 1997. -7- Aggregated Option Exercises in Last Fiscal Year and Fiscal Year- End Option Values None of the Company's executive officers exercised any of their stock options during 1997. The Company does not have any outstanding SARs. Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options Options at FY-End(#) at Fiscal Year-End Name Exercisable Unexercisable Exercisable Unexercisable ---- ----------- ------------- ----------- ------------- Richard M. Klein 7,800 22,200 $144,075 $443,550 Albert L. Eilender 5,000 20,000 100,000 400,000 John H. Schroeder 7,200 19,800 132,075 395,550 Peter de Bruijn 5,075 16,925 100,500 341,250 Joe J. Belcher 2,950 11,050 58,506 222,963 Compensation Committee Interlocks and Insider Participation NONE Pension Plans None of the Company's executive officers are eligible participants in defined benefit or actuarial plans sponsored by the Company. However, Peter de Bruijn, a resident of the Netherlands, participates in a national pension plan sponsored by the Dutch government. Report of the Audit and Compensation Committee on Executive Compensation. The compensation policies adopted by the Audit and Compensation Committee (the "Committee") are designed to attract and retain executives capable of leading the Company to meet its business objectives, and to motivate the Company's executives to enhance long term shareholder value. The objectives of the Company's compensation program are to: -attract, retain and motivate key executive talent; and -provide rewards that are closely linked to Company performance; and -align the interests of the Company's key employees with those of its stockholders through potential stock ownership. -8- The Committee applies these objectives to executive officers and key employees through the availability of performance based cash and stock incentive opportunities and stock option grants. Executive officer compensation programs have short-term and longer term components. Short-term components include base salary and annual bonus under the stockholder approved Executive Bonus Plan. The longer term component consists of stock option awards under the 1992 Stock Option Plan and the stock award feature of the annual bonus plan as described below. Salaries - -------- The Committee sets salaries for the Company's executive officers based upon the Committee's assessment of the performance of each officer and the Committee's understanding of executive compensation practices at similar specialty chemical companies. The Committee uses industry comparative compensation information as a general reference, however, rather than as a basis for setting specific salary amounts. Bonuses - ------- Bonus awards for executive officers, which constitute a significant portion of an executive's overall compensation, are determined in accordance with the Company's Bonus Plan which provides for awards to executives based on meeting operating profit growth targets. Under the Bonus Plan, the bonus payable to certain executive officers for any given year is based on the operating profit for that year versus targets related to growth over the preceding year's operating profit as well as overall growth of 12% per year in operating profit. The basic bonus formula in the Bonus Plan provides for payments ranging from 0% to 78% of the executive's base salary, depending on the executive's salary grade level and on the level of operating profit attained in relation to the targets, subject to certain adjustments based on the Company's cash flow performance. In addition, executive officers may be entitled to a supplemental bonus if operating profit exceeds the maximum target level. Dr. Klein and Messrs. Eilender and Schroeder received 1997 bonuses based on the executive officer basic bonus provisions of the Bonus plan. Each received the same percentage payout relative to their grade level, in accordance with the formula. Mr. de Bruijn received his bonus based on the Executive Basic Bonus provisions of the Bonus Plan. Dr. Klein and Messrs. de Bruijn, Eilender and Schroeder were also awarded supplemental bonuses that will be paid in March 1999 provided that the Company attains certain performance targets during 1998. Mr. Belcher does not participate in the Executive Bonus Plan. Mr. Belcher -9- receives an alternative compensation arrangement based on adjusted variable profits for certain segments of the America textile chemical business. Executive officers received 100% of their 1997 Projected Target bonus in Company Common Stock, with the balance paid in cash, in accordance with the terms of the Bonus Plan. The number of shares of Common Stock was based on each executive officer's 1997 Projected Target (as defined in the Bonus Plan), at a pre-established historical price. This price was $15.50 for Dr. Klein and Messrs. de Bruijn and Schroeder, and $14.25 for Mr. Eilender. The actual amount of each executive officer's stock bonus for 1997 is based on the February 28, 1998 trading price of $33.75 per share, which was 117.7% higher than the $15.50 price noted above, and 136.8% higher than the $14.25 price noted above, and is used to calculate the number of shares payable under the Bonus Plan. In 1997 Mr. de Bruijn's salary and grade level was raised in recognition of the performance and growth of the Europe Textile business. Dr. Klein and Messrs. Belcher, Eilender and Schroeder all received merit increases in base salary on their salary review date. AUDIT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Heinn F. Tomfohrde, III (Chairman) David I. Barton Paul C. Schorr, IV Employment Agreements, Termination of Employment and Change-in- Control Arrangements Dr. Klein (President and Chief Executive Officer) is employed pursuant to an employment agreement dated June 2, 1995 with the Company (the "Agreement"). The Agreement provides for an initial term of employment, which expired on December 31, 1996, and for successive one year renewal periods subject to termination as provided therein. The Agreement calls for compensation, benefits and stock options to be paid to Dr. Klein as determined by the Audit and Compensation Committee of the Company's Board of Directors. The Agreement also provides that, in the event of a Change in Control (as defined in the Agreement), Dr. Klein shall be entitled to a severance payment equal to three times his annual base salary as then in effect, plus three times the average incentive compensation awarded to Dr. Klein during the preceding calendar years, plus one-half of Dr. Klein's base salary as then in effect in lieu of further benefits and perquisites being provided by the Company to Dr. Klein. In addition, Dr. Klein has -10- the right to surrender to the Company for cancellation all or any part of his options to purchase Common Stock of the Company in exchange for an amount equal to the difference between the option prices for the shares surrendered and the higher of (a) the fair market value to the shares (determined to be the mean between the highest and lowest price for the shares traded on the American Stock Exchange on the last trading day preceding the day of surrender), or (b) the highest price per share offered to the Company's shareholders in any tender or exchange offer which led to the Change in Control. The Agreement subjects Dr. Klein to confidentiality obligations and certain restrictions on competing with and soliciting customers of the Company for a a period of one year following termination of the Agreement. Mr. Eilender (Executive Vice President, Corporate Development) is employed pursuant to an employment agreement dated April 19, 1996 (the "Agreement"). The Agreement provides that, in the event there shall be a Change in Control (as defined in the Agreement), and Mr. Eilender's employment with the Company terminates at any time prior to December 31, 1998 Without Cause (as defined in the Agreement), Mr. Eilender shall be entitled to a lump sum payment equal to twice his annual base salary then in effect. In circumstances other than a Change in Control, if Mr. Eilender is terminated Without Cause, he would be eligible for three months of salary continuation pay. Mr. Schroeder (Executive Vice President, Environmental Products and Services) is employed pursuant to an employment agreement which was amended and restated in July 1995. The amended agreement provides that, upon the occurrence of certain events (each a "Termination Event"), Mr. Schroeder shall be entitled to be employed by the Company for a period of two years after the Termination Event with remuneration, benefits and responsibili-ties comparable to those earned prior to the Termination Event, or, at the Company's option, he shall be entitled to receive, for a period of two years after the Termination Event, payments equal to the base salary plus bonus earned by him prior to the Termination Event. Mr. Belcher (Vice President, North America Textiles) is employed pursuant to an employment agreement which was amended in March 1998. The amended agreement provides that, in the event Mr. Belcher's employment terminates prior to May 31, 2006 Without Cause (as defined in the amended agreement), he shall be entitled to salary continuation over a twelve month period to be paid in equal monthly or semi-monthly installments totalling for that twelve month period an amount equal to his annual base salary then in effect plus the annual bonus or incentive pay he received for the most recent calendar year. -11- STOCK PERFORMANCE GRAPH The following graph sets forth the cumulative total stock- holder return on the Company's Common Stock from March 31, 1992 (the date on which the Company's Common Stock was first publicly traded) through December 31, 1997, as compared to the returns of the Standard and Poor's 500 Index and the Standard & Poor's Specialty Chemicals Stock Index. The graph assumes $100 was invested on March 31, 1992 in the Company's Common Stock and in each of the two Standard & Poor's indices and assumes the reinvestment of dividends. GRAPH OMITTED (See below) Comparison of Cumulative Total Returns 3/92 12/92 12/93 12/94 12/95 12/96 12/97 ---- ----- ----- ----- ----- ----- ----- Sybron Chemicals 100.0 108.75 120.65 77.50 53.75 80.00 167.50 S&P 500 Composite 100.0 107.93 115.55 113.77 152.57 183.49 240.39 S&P Specialty Chemicals 100.0 105.89 118.50 101.59 131.42 140.68 171.24 -12- COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors and persons who own more than ten percent of a registered class of the Company's equity securities to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission and to furnish the Company with copies of these reports. Based upon a review of such reports furnished to the Company, the Company believes that all of those filing requirements were satisfied on a timely basis. PROPOSAL ONE ELECTION OF TWO DIRECTORS At the Meeting, the stockholders will elect two Class III Directors to hold office until the Annual Meeting of Stockholders to be held in 2001 and until their successors shall be duly elected and qualified. Proxies for holders of Common Stock executed on the enclosed form will be voted, in the absence of other instructions, "FOR" the election of the person named below. Should the nominee become unavailable to accept nomination or election as a director, the persons named in the enclosed proxy will vote the shares that they represent for the election of such other person as the Board of Directors may recommend. The nominees for director are presently serving as directors of the Company. The following sets forth certain information about each nominee for election at this meeting and each director continuing in office. Nominated for election at this meeting: Paul C. Schorr, IV, 31, has been a director of the Company since February 1997. Mr. Schorr has been a Vice President of Citicorp Venture Capital Ltd., which is an affiliate of the Company, since 1996. Prior to joining Citicorp in 1996, Mr. Schorr was a consultant with McKinsey & Company, Inc. Mr. Schorr currently serves as a director of Inland Resources, Fairchild Semiconductor and KEMET Corporation. Richard M. Klein, 60, has been a director of the Company and its President and Chief Executive Officer since its inception in 1987. From 1969 until July 1987, Dr. Klein served in various managerial positions with the Company's predecessors, becoming its senior executive officer in 1978. He holds a Ph.D. in Chemistry from the University of Illinois. Dr. Klein currently serves as a director of the Nash Engineering Company and Mannington Mills, Inc. -13- Directors whose present terms continue until 2000: Heinn F. Tomfohrde, III, 64, has been a director of the Company since June 1992. Mr. Tomfohrde served as President, Chief Operating Officer and a director of International Specialty Products Inc. and its predecessor company, GAF Chemicals Corporation, from 1987 to 1991. Since 1991, Mr. Tomfohrde has been an independent business consultant and currently serves as a director of McWhorter Technologies Inc. Mr. Tomfohrde has indicated his desire to retire from the Board and has stated that he will do so as soon as a suitable successor is found. David I. Barton, 59, has been a director of the Company since July 1996 and served as Chairman, President and Chief Executive Officer of OSi Specialties, Inc. from March 1993 until October 1995. During the previous five years, Mr. Barton was Senior Vice President and General Manager of the Specialty Derivatives business at International Specialty Products, Inc. Mr. Barton currently serves as a director of the University of Connecticut Foundation. Director whose present term continues until 1999: John H. Schroeder, 47, has served in various managerial positions within the Company since 1983 and became a director of the Company in February 1992. He was promoted to Executive Vice President, Environmental Products and Services in March 1996 with responsibility for all business activities for the Company's Environmental Products and Services segment. From February 1994 to February 1996, he was the Executive Vice President, Ion Exchange Products. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR PROPOSAL TWO PROPOSAL TO APPROVE THE APPOINTMENT OF INDEPENDENT AUDITORS Subject to approval by the stockholders, the Board of Directors has selected the firm of Price Waterhouse LLP, which served as the Company's independent auditors for the last fiscal year, to serve as the Company's independent auditors with respect to the consolidated financial statements of the Company and its subsidiaries for the current fiscal year. A representative of Price Waterhouse LLP is expected to be present at the annual Meeting and will have the opportunity to make a statement if he or she desires to do so. The representative is also expected to be available to respond to appropriate questions of stockholders. -14- THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE ABOVE PROPOSAL STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the 1999 Annual Meeting of Stockholders must be received by January 4, 1999 at the Company's principal executive offices, Birmingham Road, Birmingham, New Jersey 08011, directed to the attention of the Secretary in order to be considered for inclusion in next year's annual meeting proxy material. Each proposal must set forth: (i) the name and address of the stockholder who intends to bring the business before the meeting; (ii) the general nature of the business which he or she seeks to bring before the meeting; and (iii) a representation that the stockholder is a holder of record of the stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring the business specified in the notice before the meeting. SOLICITATION OF PROXIES The accompanying form of proxy is being solicited on behalf of the Board of Directors of the Company. The expenses of solicitation of proxies for the Meeting will be paid by the Company. In addition to the mailing of the proxy material, such solicitation may be made in person or by telephone or telecopy by directors, officers or regular employees of the Company or its subsidiaries. ANNUAL REPORT ON FORM l0-K THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO THE INVESTOR RELATIONS DEPARTMENT AT THE ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE OF THIS PROXY STATEMENT. The foregoing notice and proxy statement are sent by Order of the Board of Directors. /s/ Dennis J. Fiore ------------------- DENNIS J. FIORE Secretary May 1, 1998 -15- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SYBRON CHEMICALS INC. The undersigned, a stockholder of SYBRON CHEMICALS INC., hereby constitutes and appoints RICHARD M. KLEIN AND LAWRENCE R. HOFFMAN, and each of them acting individually, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name and stead of the undersigned, to attend the Annual Meeting of Stockholders of the Company to be held on Friday, May 29, 1998, at 2:00 P.M. local time, at the Country House, 122 South Pemberton Road, Pemberton, New Jersey 08068 and any adjournment or postponement thereof, and thereat to vote all shares of Common Stock which the undersigned would be entitled to cast if personally present, as follows on the reverse side. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT OF SYBRON CHEMICALS INC. CONTINUED AND TO BE SIGNED ON REVERSE SIDE (See Reverse (See Reverse Side) Side) Plese mark (X) votes as in this example. This Proxy is solicited on behalf of the Board of Directors. Unless otherwise specified, the shares will be voted "FOR" the election of the nominees for director and "FOR" the proposals set forth below. This Proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the Meeting or any adjournment or postponement thereof. 1. Election of Directors 2. To approve the appointment of Price Waterhouse LLP as the Nominee: Richard M. Klein Company's indpenedent auditors. For Withheld For Against Abstain ( ) ( ) ( ) ( ) ( ) Nominee: Paul C. Schorr, IV 3. To vote on such other business which may properly come before For Withheld the Meeting. ( ) ( ) MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ( ) PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTATE-PREPAID ENVELOPE. NOTE: Please sign this Proxy exactly as name(s) appear in address. When signing as attorney-in-fact, executor, administrator, trustee or guardian, please sign with full corporate name by duly authorized officer or officers and affix the corporate seal. When stock is issued in the name of two or more persons, all such persons should sign. Signature:______________ Date:________ Signature:_______________ Date:________ -----END PRIVACY-ENHANCED MESSAGE-----