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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the registrant [x] [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
Filed by a party other than the registrant [ ] RULE 14A-6(E)(2))
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[x] Definitive Additional Materials
[ ] Soliciting material pursuant to Section 240.14a-11(c) or Section 240.14a-12
KENSEY NASH CORPORATION
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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 the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $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:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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[KENSEY NASH LETTERHEAD]
November 27, 1996
To All Kensey Nash Stockholders:
This letter serves to notify all the stockholders of Kensey Nash Corporation
of changes to the Company's Proxy Statement (the "Proxy Statement") filed with
the Securities and Exchange Commission (the "SEC") on October 30, 1996.
The Summary Compensation Table on page 6 of the Proxy Statement erroneously
presented bonuses earned during the fiscal year ended June 30, 1995 by each of
the Company's four officers as bonuses earned during the fiscal year ended June
30, 1996. There were no bonuses earned by such officers for fiscal 1996. All
bonuses presented on the fiscal 1996 line within the Summary Compensation Table
should appropriately be presented on the fiscal 1995 line, consistent with the
Company's Form S-1, declared effective by the SEC on December 13, 1995. This
topic was also discussed in the Report of the Compensation Committee of the
Board of Directors. All bonuses discussed in such Report as earned in fiscal
1996 should appropriately read as earned in fiscal 1995.
Also, in the Other Annual Compensation column of the Summary Compensation
Table, due to a typographical error, the information for Joseph W. Kaufmann
referred to Footnote (1), but should refer to Footnote (2).
Following is the corrected Summary Compensation Table:
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EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
The following table sets forth information with respect to the cash
compensation paid by the Company for services rendered during the fiscal years
ended June 30, 1996, 1995 and 1994 to its chief executive officer and the other
executive officers of the Company whose total annual salary and bonus exceeded
$100,000 during fiscal year 1996 (each, a "Named Executive Officer).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------- ------------
Securities
Other Annual Underlying
Salary Bonus Compensation Options
Name and principal position Year ($) ($) ($) (#)
- ---------------------------- ----- -------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Kenneth R. Kensey, M.D. 1996 $200,000 -- $ 9,000(1) --
Chairman of the Board 1995 $200,000 $100,000 $ 8,567(1) --
1994 $200,000 $ 30,000 $ 8,653(1) --
John E. Nash, P.E. 1996 $200,000 -- $ 9,018(1) --
Vice Chairman of the Board 1995 $200,000 $ 50,000 $ 8,567(1) --
and Executive Vice President 1994 $200,000 $ 30,000 $ 8,653(1) --
Joseph W. Kaufmann 1996 $200,000 -- $2,533,143(2) 60,000
President, Chief Financial 1995 $164,181 $100,000 -- --
Officer, Secretary and Director 1994 $100,249 $ 1,923 -- --
Douglas G. Evans, P.E. 1996 $107,019 -- $ 840,000(2) 30,000
Chief Operating Officer and 1995 $ 80,870 $ 50,000 -- --
Director 1994 $ 65,930 $ 7,449 -- --
- -----------------------------
</TABLE>
(1) Represents allowance for automobile.
(2) Represents the fair market value in excess of the price paid by such
employee for certain employee stock rights which were converted into Common
Stock on the date of the Company's initial public offering.
We apologize for any inconvenience these mistakes may have caused.
Sincerely,
Joseph W. Kaufmann
President and Chief Executive Officer
This letter serves as a part of the Proxy Statement.
-2-
