Milestone Scientific Inc. – ‘PRES14A’ for 12/11/97

As of:  Wednesday, 11/5/97   ·   For:  12/11/97   ·   Accession #:  1005477-97-2430   ·   File #:  0-26284

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Statement                            7     27K 

PRES14A
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
 Securities Exchange Act of 1934

Filed by the Registrant |X|                                                     
Filed by a Party other than the Registrant |_|                                  

Check the appropriate box:                                                      

|X| Preliminary Proxy Statement                                                 
|_| Definitive Proxy Statement                                                  
|_| Definitive Additional Materials                                             
|_| Soliciting Material Pursuant to Section 240.14a-11(c)                       
or Section 240.14a-12                                                   

MILESTONE SCIENTIFIC INC. 
------------------------- 
(Name of Registrant as Specified In Its Charter)

MILESTONE SCIENTIFIC INC. 
------------------------- 

(Name of Person(s) Filing Proxy Statement)

|X| No fee required.                                                            
|_| $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3).                                                            
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

1)  Title of each class of securities to which transaction applies:             

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:                                                 

4)  Proposed maximum aggregate value of transaction:                            

|_| 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:                                                         

PRES14A
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MILESTONE SCIENTIFIC

  Notice of Special Meeting of Stockholders to be held December 11, 1997

--------------------

    The Special Meeting of Stockholders of Milestone Scientific Inc. will be
held at the offices of Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue,     
Suite 902, New York, New York 10022 for the purpose of considering and acting   
upon the following:                                                             

1.    Approval of an amendment to the Company's Certificate of      
            Incorporation to increase the number of shares of Common Stock which
         the Company is authorized to issue from 10,000,000 to 25,000,000.

2.    Any and all matters incident to the foregoing, and such other 
           business as may legally come before the meeting and any adjournment
or postponements thereof.                               

  The Board of Directors has fixed the close of business on November 17,
1997 as the record date for determining the stockholders having the right to    
notice of and to vote at the meeting.                                           

                      By order of the Board of Directors

 Leonard Osser
             Chairman of the Board

Livingston, New Jersey                                                          
November 18, 1997                                                               

--------------------------------------------------------------------------------
IMPORTANT:  Every stockholder, whether or not he or she expects to attend the   
      meeting in person, is urged to execute the proxy and return it
promptly in the enclosed business reply envelope.       

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MILESTONE SCIENTIFIC

--------------------

 PROXY STATEMENT
 For a Special Meeting of Stockholders
  to be held December 11, 1997

--------------------

   Proxies in the form enclosed with this Proxy Statement are solicited by
the Board of Directors of Milestone Scientific Inc. ("Milestone" or the         
"Company") to be used at a Special Meeting of Stockholders to be held at 9:30   
A.M. on December 11, 1997 for the purpose set forth in the Notice of Meeting and
this Proxy Statement. The approximate date on which this Proxy Statement and the
accompanying proxy will be mailed to stockholders is November 18, 1997.         

VOTING AND VOTE REQUIRED

  Approval of the proposed amendment to the Certificate of Incorporation
(the "Amendment") requires the affirmative vote of a majority of all outstanding
shares of Common Stock, par value $.001 per share (the "Common Stock"), entitled
to vote thereon. All shares represented by valid proxies will be voted in       
accordance instructions contained therein. A proxy may be revoked by the        
stockholder giving the proxy at any time before it is voted, either by oral or  
written notice, and a prior proxy is automatically revoked by a stockholder     
giving a subsequent proxy or attending and voting at the meeting. Attendance at 
the meeting in and of itself does not revoke a prior proxy. In the absence of   
instructions, proxies will be voted FOR the Amendment. Shares represented by    
proxies which are marked "ABSTAIN" with respect to the Amendment will have the  
effect of a vote against the Amendment. In instances where brokers are          
prohibited from exercising discretionary authority for beneficial owners who    
have not returned proxies (so called "broker non-votes"), those shares will be  
disregarded and will have the effect of a vote against the Amendment.           

 AMENDMENT TO THE CERTIFICATE OF INCORPORATION
 TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

General                                                                         

    The Board of Directors of the Company (the "Board") believes it would be
advantageous to amend Article FOURTH of the Company's Certificate of            
Incorporation to increase the aggregate number of shares of the Company's Common
Stock which the Company is authorized to issue from 10,000,000 to 25,000,000.   

Should the Amendment be adopted, the Board will not seek stockholder
approval prior to any issuance within the proposed authorization of additional  
shares of Common Stock, unless otherwise required by the Certificate of         
Incorporation, By-laws or any applicable regulation of any exchange or national 
market quotation system on which shares of the Company may be listed.           
Frequently, opportunities arise that require prompt issuance of shares. A delay 
occasioned by the need for stockholder approval of an amendment to increase the 
authorized shares, even though stockholders' approval is not required for the   
specific transaction, could be detrimental to the Company and it stockholders.  

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    The Amendment would change the first sentence of Article "FOURTH" of the
Company's Certificate of Incorporation to read as follows:                      

    "FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 25,000,000 shares".                                  

Reasons and Effects                                                             

    As of October 31, 1997, of the Company's 10,000,000 authorized shares of
Common Stock, 8,103,080 shares were issued and outstanding. As of such date, the
Company also had outstanding (i) an aggregate of 1,986,572 warrants issued to   
investors in private placements in March and October 1997, 260,000 of which are 
not currently exercisable, (ii) incentive and non-qualified options to purchase 
an aggregate of 688,000 shares vesting on a deferred basis, and (iii) various   
other warrants issued in connection with the public or private sale of Common   
Stock to purchase an aggregate of 401,892 shares. The Board of Directors        
believes that it is necessary to have a reserve of authorized shares available  
for issuance from time to time to meet the financing requirements of the        
Company, including their issuance in connection with acquisitions of other      
businesses, for sale for cash, for use in connection with share dividends or    
share splits or for other corporate purposes not now determinable. The proposed 
increase in the number of authorized shares of Common Stock is designed to      
provide the Company with additional flexibility in pursuing its long-range      
business objectives.                                                            

    Although there are no other present plans which would result in the need
for additional shares of Common Stock to be issued, management is continually   
considering the desirability of corporate actions which might create such a     
need.                                                                           

The increased number of authorized shares of Common Stock could     
discourage, or be used to impede, an attempt to acquire or otherwise change     
control of the Company. The private placement of shares of Common Stock into    
"friendly" hands, for example, could dilute the voting strength of a party      
seeking control of the Company. Furthermore, many companies have recently issued
warrants or other rights to acquire additional shares of common stock to the    
holders of its common stock to discourage or defeat unsolicited share           
accumulation programs and acquisition proposals, which programs or proposals may
be viewed by the board of directors as not in the best interest of the company  
and its stockholders. If this Proposal is adopted, more capital stock of the    
Company would be available for such purposes than is currently available.       

   The Board of Directors unanimously recommends a vote FOR the amendment.

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 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table, together with the accompanying footnotes, sets forth
information, as of October 31, 1997, regarding stock ownership of all persons   
known by the Company to own beneficially 5% or more of the Company's outstanding
Common Stock, certain executive officers, all directors, and all directors and  
officers of the Company as a group:                                             

                     Shares of
    Name of                              Common Stock         Percentage
Beneficial Owner(1)                   Beneficially Owned(2)   of Ownership
-------------------                   ---------------------   ------------
Executive Officers and Directors                                                

Leonard Osser                                2,395,000(3)           29.6%       
Gregory Volk                                     6,700(4)              *        
Michael J. McGeehan                             20,000(5)              *        
Giovanni Montoncello                            20,000(5)              *        
David Sultanik                                  20,000(5)              *        
Stephen A. Zelnick                             488,666(6)            5.8%       
Paul Gregory                                    10,150(7)              *        
Louis I. Margolis                               74,000(8)              *        
Leonard M. Schiller                             48,094(9)              *        
Larry Haimovitch                                17,356(10)             *        

All Directors and Officers as a group                                           
(12 persons)                                 3,099,966(11)          36.4%       

----------                                                                      
*     Less than 1%                                                              

(1)   Address of beneficial owner is c/o Milestone Scientific Inc., Livingston  
Corporate Park, Livingston, New Jersey 07039                        

(2)   A person is deemed to be the beneficial owner of securities that can be   
      acquired by such person within 60 days from the filing of this report upon
the exercise of options and warrants or conversion of convertible   
     securities. Each beneficial owner's percentage ownership is determined by
    assuming that options, warrants and convertible securities that are held
      by such person (but not held by any other person) and that are exercisable
  or convertible within 60 days from the filing of this report have been
 exercised or converted. Except as otherwise indicated, and subject to
     applicable community property and similar laws, each of the persons named
    has sole voting and investment power with respect to the shares shown as
beneficially owned.                                                 

(3)   Consists of 1,586,000 held in the name of Leonard Osser, 800,000 shares   
      held in the name of U.S. Asian Consulting Group, Inc., an affiliate of Mr.
Osser, and 9,000 shares held by Guarantee and Trust Company for the 
benefit of U.S. Asian Consulting Group, Inc.                        

(4)   Consists of 4,000 shares held jointly with his wife and 2,700 shares held 
personally or in an IRA account.                                    

(5)   Consists of 20,000 shares subject to stock options exercisable within 60  
days of the date hereof at $5.375 per share.                        

(6)   Includes (i) an aggregate of 45,000 shares issuable upon exercise of stock
      options within 60 days of the date hereof, 20,000 of which are exercisable
 at $5.375 per share and 25,000 of which are exercisable at $5.125 per
      share, (ii) 55,000 shares held in the name of Cowen & Co. as Custodian for
the Stephen A. Zelnick Profit                                       

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  Sharing Trust ("Cowen & Co."), (iii) 136,000 shares beneficially owned
     through Erewhon Holdings Company, a partnership in which Mr. Zelnick is a
    general partner ("Erewon"), (iv) 50,000 shares issuable upon exercise of
  warrants within 60 days of the date hereof held in the name of Cowen &
    Co., (v) 36,000 shares issuable upon exercise of warrants within 60 days
   of the date hereof beneficially owned through Erewhon, and (vi) 166,666
shares issuable upon exercise of immediately exercisable warrants to
 purchase units comprised of 83,333 shares and warrants to purchase an
     additional 83,333 shares registered in the name of Morse, Zelnick, Rose &
      Lander, LLP, a limited liability partnership ("MZRL") in which Mr. Zelnick
     is a general partner. MZRL or partners in MZRL share beneficial ownership
in the securities listed in (i), (iii), (v) and (vi), above.        

(7)   Includes 10,000 shares subject to stock options exercisable within 60 days
of the date hereof at $5.125 per share.                             

(8)   Includes 10,000 and 32,000 shares subject to stock options and warrants,  
     respectively, exercisable within 60 days of the date hereof at $5.125 and
$9.00 per share, respectively.                                      

(9)   Includes 22,500 and 5,297 shares subject to stock options and warrants,   
     respectively, exercisable within 60 days of the date hereof at $5.125 and
$4.72 per share, respectively.                                      

(10)  Includes 10,000 shares subject to stock options exercisable within 60 days
of the date hereof at $6.875 per share.                             

(11)  Includes (i) 117,500 shares subject to stock options, and (ii) 289,963    
     shares subject to warrants all of which are exercisable within 60 days of
the date hereof.                                                    

 MISCELLANEOUS

Other Matters                                                                   

Management knows of no matter other than the foregoing to be brought
before the Special meeting of Stockholders, but if such other matters properly  
come before the meeting, or any adjournment thereof, the persons named in the   
accompanying form of proxy will vote such proxy on such matters in accordance   
with their best judgment.                                                       

Solicitation of Proxies                                                         

The entire cost of the solicitation of proxies will be borne by the 
Company. Proxies may be solicited by directors, officers and regular employees  
of the Company, without extra compensation, by telephone, telegraph, mail or    
personal interview. The Company will also reimburse brokerage houses and other  
custodians, nominees and fiduciaries for their reasonable expenses for sending  
proxies and proxy material to the beneficial owners of its Common Stock.        

     EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE SPECIAL
MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE  
ENCLOSED BUSINESS REPLY ENVELOPE.                                               

                      By order of the Board of Directors

 Leonard Osser
             Chairman of the Board
Livingston, New Jersey                                                          
November 18, 1997                                                               

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PROXY                                                                           

 MILESTONE SCIENTIFIC INC.

     This Proxy is solicited by the Board of Directors for the Special Meeting
on December 11, 1997.                                                           

            The undersigned hereby appoints Leonard Osser and Stephen A. Zelnick
and each of them, with full power of substitution, the attorneys and proxies of 
the undersigned to attend the Special Meeting of Stockholders of Milestone      
Scientific Inc. to be held on December 9, 1997 at 9:30 a.m. and at any          
postponement(s) or adjournment(s) thereof to vote all shares of Common Stock of 
the Company held or owned by the undersigned indicated on the proposal as more  
fully set forth in the Proxy Statement, and in their discretion upon such other 
matters as may come before the Meeting.                                         

1. The approval of the amendment to the Certificate of Incorporation            

                                    FOR          AGAINST           ABSTAIN
                                  |_|            |_|               |_|

                                   (Continued and to be Signed, on Reverse Side)

   The shares represented by this Proxy will be voted as directed or if no
direction is indicated, will be voted FOR the proposal.                         

   The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Special Meeting.                                   

                                Date:______________________________ 1997

                               ---------------------------------------
                                  Signature of Shareholder

                               ---------------------------------------
                                  Signature of Shareholder

                             DATE AND SIGN EXACTLY AS NAME APPEARS
                                 HEREON, EACH JOINT TENANT MUST SIGN, WHEN
                               SIGNING AS ATTORNEY, EXECUTOR, TRUSTEE,
                           ETC., GIVE FULL TITLE, IF SIGNER IS
                                   CORPORATION, SIGN IN FULL CORPORATE NAME BY
          AUTHORIZED OFFICER

6 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
For Period End:		12/11/97		2		7			DEFS14A
		12/9/97		7
		11/18/97		2		6			DEFS14A
		11/17/97		2					S-8
Filed on:		11/5/97
		10/31/97		4		5
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