<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] 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 Rule 14a-11(c) or Rule 14a-12
ENDOVASCULAR TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(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 (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
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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
ENDOVASCULAR TECHNOLOGIES, INC.
1360 O'BRIEN DRIVE
MENLO PARK, CALIFORNIA 94025
MAY 30, 1997
TO THE STOCKHOLDERS OF ENDOVASCULAR TECHNOLOGIES, INC.
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
EndoVascular Technologies, Inc. (the "Company") which will be held at the
Company's principal executive offices at 1360 O'Brien Drive, Menlo Park,
California, 94025 on Thursday, July 16, 1997 at 4:30 p.m.
Details of the business to be conducted at the Annual Meeting of
Stockholders are given in the attached Proxy Statement and Notice of Annual
Meeting of Stockholders.
It is important that your shares be represented and voted at the Annual
Meeting. Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and promptly return the accompanying proxy in the enclosed
postage-paid envelope. Returning the proxy does NOT deprive you of your right to
attend the Annual Meeting. If you decide to attend the Annual Meeting and wish
to change your proxy vote, you may do so automatically by voting in person at
the Annual Meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We look
forward to seeing you at the Annual Meeting.
Sincerely,
W. James Fitzsimmons
President and Chief Executive Officer
<PAGE> 3
ENDOVASCULAR TECHNOLOGIES, INC.
1360 O'BRIEN DRIVE
MENLO PARK, CALIFORNIA 94025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 16, 1997
The Annual Meeting of Stockholders ("Annual Meeting") of EndoVascular
Technologies, Inc. (the "Company") will be held at the Company's principal
executive offices at 1360 O'Brien Drive, Menlo Park, California, 94025 at 4:30
p.m. on July 16, 1997 for the following purposes:
1. To elect H. DuBose Montgomery and Vaughn D. Bryson to serve as
Directors of the Company for a three-year term or until their successors
have been duly elected and qualified;
2. To ratify the appointment of Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending December 31,
1997; and
3. To act upon such other business as may properly come before the
meeting or at any adjournment or postponement thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement.
Only the stockholders of record at the close of business on May 20, 1997
are entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company during ordinary business hours for the
ten-day period prior to the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
W. James Fitzsimmons
President and Chief Executive Officer
Menlo Park, California
May 30, 1997
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF
YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
<PAGE> 4
STOCKHOLDERS SHOULD READ THE ENTIRE PROXY STATEMENT
CAREFULLY PRIOR TO RETURNING THEIR PROXIES
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
ENDOVASCULAR TECHNOLOGIES, INC.
TO BE HELD JULY 16, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of EndoVascular Technologies, Inc. (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders ("Annual Meeting")
which will be held at 4:30 p.m. on July 16, 1997 at the Company's principal
executive offices at 1360 O'Brien Drive, Menlo Park, California 94025, or at any
adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders ("Notice"). This Proxy
Statement and the proxy card were first mailed to stockholders on or about May
30, 1997.
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
VOTING RIGHTS AND SOLICITATION
The close of business on May 20, 1997 was the record date for stockholders
entitled to notice of and to vote at the Annual Meeting. As of March 31, 1997,
the Company had 8,481,868 shares of common stock, $0.00001 par value per share
(the "Common Stock"), issued and outstanding. All of the shares of the Company's
Common Stock outstanding on the record date are entitled to vote at the Annual
Meeting, and stockholders of record entitled to vote at the Annual Meeting will
have one (1) vote for each share so held on the matters to be voted upon.
Shares of the Company's Common Stock represented by proxies in the
accompanying form which are properly executed and returned to the Company will
be voted at the Annual Meeting in accordance with the stockholders' instructions
contained therein. In the absence of contrary instructions, shares represented
by such proxies will be voted FOR the election of each of the Directors as
described herein under "Proposal 1 -- Election of Directors," and FOR
ratification of the selection of accountants as described herein under "Proposal
2 -- Ratification of Selection of Independent Public Accountants." Management
does not know of any matters to be presented at the Annual Meeting other than
those set forth in this Proxy Statement and in the Notice accompanying this
Proxy Statement. If other matters should properly come before the Annual
Meeting, the proxy holders will vote on such matters in accordance with their
best judgment. Any stockholder has the right to revoke his or her proxy at any
time before it is voted.
The entire cost of soliciting proxies will be borne by the Company. Proxies
will be solicited principally through the use of the mails, but, if deemed
desirable, may be solicited personally or by telephone, telegraph or special
letter by officers and Company employees for no additional compensation.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy material to the beneficial owners of
the Company's Common Stock, and such persons may be reimbursed for their
expenses.
The Company's bylaws provide that the holders of a majority of the
Company's Common Stock issued and outstanding and entitled to vote at the Annual
Meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at the Annual Meeting. Abstentions and broker
non-votes will be counted as present for the purpose of determining the presence
of a quorum.
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<PAGE> 5
VOTES REQUIRED
PROPOSAL 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled to
vote at the Annual Meeting. The two nominees for Director receiving the highest
number of affirmative votes will be elected. Abstentions and broker non-votes
will not be counted toward each nominee's total. Stockholders may not cumulate
votes in the election of Directors.
PROPOSAL 2. Ratification of the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year ending December 31,
1997 requires the affirmative vote of a majority of those shares present in
person, or represented by proxy, and cast either affirmatively or negatively at
the Annual Meeting. Abstentions and broker non-votes will not be counted as
having been voted on the proposal.
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL 1:
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for a classified Board
of Directors consisting of three classes of Directors, each serving staggered
three-year terms. H. DuBose Montgomery and Vaughn D. Bryson are Class II
Directors whose terms expire at the Annual Meeting. W. James Fitzsimmons is a
Class III Director whose term expires at the 1998 annual meeting of
stockholders. Tony R. Brown, Ph.D. is a Class I Director whose term expires at
the 1999 annual meeting of stockholders. There is one vacancy on the Board of
Directors.
At the Annual Meeting, two Directors are to be elected to serve until the
2000 annual meeting of stockholders or until their successors are elected and
qualified. The candidates receiving the highest number of affirmative votes of
the shares entitled to vote at the Annual Meeting will be elected Directors of
the Company. The Board of Directors has selected H. DuBose Montgomery and Vaughn
D. Bryson ("Nominees"), who are current Directors of the Company, to be elected
as Directors at the Annual Meeting. Unless otherwise instructed, the proxy
holders will vote the Proxies received by them FOR the Nominees. If, however,
any of the Nominees is unable or declines to serve (which is not expected) at
the time of the Annual Meeting, the proxies (except those marked to the
contrary) will be voted for such other person(s) recommended by the Board.
NOMINEES OF THE BOARD OF DIRECTORS
Set forth below is information regarding each of the Nominees, including
age, the period during which each Nominee has previously served as a Director,
and information furnished by each Nominee as to principal occupation and
directorships held by each Nominee in corporations whose shares are publicly
registered.
Mr. H. DuBose Montgomery has served as Chairman of the Board since June
1989 and is a member of the Company's Compensation Committee. Since 1976, Mr.
Montgomery has been a general partner of Menlo Ventures, a venture capital firm
in Menlo Park, California. Mr. Montgomery is a director of Infoseek Corporation
and Micro Therapeutics, Inc., as well as other private companies. Mr. Montgomery
is 48 years old and holds a B.S. in Electrical Engineering and Management
Science and an M.S. in Electrical Engineering from M.I.T. and an M.B.A. from the
Harvard University Graduate School of Business.
Mr. Vaughn D. Bryson has served as a Director of the Company since May 1994
and is a member of the Company's Audit and Compensation Committees. Since
December 1996, Mr. Bryson has served as President of Life Science Advisors, a
consulting firm focused on assisting biopharmaceutical firms in building
stockholder value. From April 1994 to December 1996, Mr. Bryson served as Vice
Chairman of Vector Securities International, Inc., an investment bank. For 32
years Mr. Bryson was an employee of Eli Lilly and
2
<PAGE> 6
Company ("Eli Lilly") where he served as President and Chief Executive Officer
from November 1991 to June 1993 and as Executive Vice President from June 1986
to October 1991. Mr. Bryson is a director of Ariad Pharmaceuticals, Inc., Fusion
Medical Technologies, Inc., Molecular Geriatrics Corporation, NaPro
Biotherapeutics, Inc., Perclose, Inc., and Quintiles Transnational Corporation.
Mr. Bryson is 58 years old and holds a B.S. in Pharmacy from the University of
North Carolina and completed the Sloan Program at the Stanford University
Graduate School of Business.
CONTINUING DIRECTORS
Set forth below is information regarding the continuing Directors of the
Company, including their ages, the period during which they have served as
Directors, and information furnished by them as to principal occupations and
directorships held by them in corporations whose shares are publicly registered.
CLASS III DIRECTOR -- TERM ENDING IN 1998
Mr. W. James Fitzsimmons has served as President, Chief Executive Officer
and a Director of the Company since October 1991. From December 1989 to
September 1991, Mr. Fitzsimmons was Director of the Electrocardiography division
of Physio-Control Corporation, a wholly owned subsidiary of Eli Lilly. From
December 1987 to November 1989, Mr. Fitzsimmons was engaged in merger and
acquisition activities for the Medical Device and Diagnostics division of Eli
Lilly, where he initiated the acquisition of Devices for Vascular Intervention.
Mr. Fitzsimmons is a director of VNUS Corporation, a private medical device
company. Mr. Fitzsimmons is 40 years old and holds a B.S. in Biology and an
M.B.A. from Seattle University.
CLASS I DIRECTOR -- TERM ENDING IN 1999
Dr. Tony R. Brown, Ph.D. has served as a Director of the Company since
September 1991 and is a member of the Company's Audit Committee. Since August
1996, Dr. Brown has been President and Chief Executive Officer of Cordial
Medical, Inc., a private company working in the field of minimally invasive
cardiovascular surgery. From April 1994 to August 1996, Dr. Brown was President
and Chief Executive Officer of Cordis Webster, Inc., a wholly owned subsidiary
of Cordis Corporation. In February 1996, Cordis Corporation was acquired by
Johnson & Johnson. From March 1993 to April 1994, Dr. Brown was President and
Chief Executive Officer of Webster Laboratories, Inc., the predecessor to Cordis
Webster, Inc. From August 1990 to March 1993, Dr. Brown was Chief Operating
Officer at Bio-Rad Laboratories. From 1985 to 1990, Dr. Brown worked for Baxter
Healthcare Corporation's Medical Specialties Group as President of Edwards
Cardiovascular Surgery Division, President of Bentley Laboratories Division, and
had oversight responsibility for the Edwards Orthopedics Division and the
Novacor Division. Dr. Brown is 58 years old and holds a Ph.D., M.S. and B.S., in
Mechanical Engineering from Purdue University.
There are no family relationships among executive officers or Directors of
the Company.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 1996, the Board of Directors of
the Company held a total of seven meetings and acted by written consent on two
occasions. During this period, each Director attended or participated in at
least 75% of the aggregate of (i) the total number of meetings of the Board and
(ii) the total number of meetings held by all committees of the Board on which
they were members. The Company has an Audit Committee, a Compensation Committee
and a Stock Option Committee of the Board of Directors. There is no nominating
committee or committee performing the functions of such committee.
The Audit Committee meets with the Company's financial management at
various times during each year and reviews internal control conditions, audit
plans and results, and financial reporting procedures. The Audit Committee also
reviews the performance of the Company's independent accountants. This Committee
held four meetings during the fiscal year ended December 31, 1996. The Audit
Committee consists of Tony R. Brown and Vaughn D. Bryson.
3
<PAGE> 7
The Compensation Committee reviews and approves the Company's compensation
arrangements for management. This Committee held a total of five meetings and
acted by written consent on three occasions during the fiscal year ended
December 31, 1996. The Compensation Committee consists of H. DuBose Montgomery
and Vaughn D. Bryson.
The Stock Option Committee reviews and approves the Company's grant of
stock options to non-officer employees and consultants of the Company to
purchase up to 10,000 shares of the Company's common stock. This Committee held
a total of two meetings and acted by written consent on four occasions during
the fiscal year ended December 31, 1996. The Stock Option Committee consists of
W. James Fitzsimmons.
DIRECTOR COMPENSATION
Except for grants of stock options, Directors of the Company generally do
not receive compensation for services provided as a Director. The Company also
does not pay compensation for committee participation or special assignments of
the Board of Directors. Non-employee members of the Board are reimbursed for all
out-of-pocket costs incurred in connection with their attendance at Board and
Committee meetings.
Non-employee Board members are eligible for option grants pursuant to the
provisions of the Automatic Option Grant Program under the Company's 1995 Stock
Option Plan. On February 7, 1996, Messrs. Brown, Bryson and Montgomery were each
granted an option to purchase 10,000 shares at an exercise price of $12.00 per
share under the Automatic Option Grant Program. Under the Automatic Option Grant
Program, each individual who first becomes a non-employee Board member will be
granted an option to purchase 10,000 shares on the date such individual joins
the Board, provided such individual has not been in the prior employ of the
Company. In addition, at each annual stockholders meeting, including the Annual
Meeting, each individual who has served as a non-employee Board member for at
least six months prior to such annual meeting will receive an additional option
to purchase 2,000 shares of Common Stock whether or not such individual has been
in the prior employ of the Company. Thus, Messrs. Brown, Bryson and Montgomery
will each receive an option to purchase 2,000 shares of Common Stock at the
Annual Meeting.
Directors who are also employees of the Company are eligible to receive
options and to be issued shares of Common Stock directly under the Company's
1995 Stock Option Plan and are also eligible to participate in the Company's
Employee Stock Purchase Plan and, if an executive officer of the Company, the
Annual Vice President Bonus Program or President Bonus Program.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF H. DUBOSE MONTGOMERY AND VAUGHN D. BRYSON TO SERVE AS DIRECTORS OF
THE COMPANY UNTIL THE 2000 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR
SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED.
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP served as independent public accountants
for the Company for the fiscal year ended December 31, 1996. The Board of
Directors desires the firm to continue in this capacity for the fiscal year
ending December 31, 1997. Accordingly, a proposal will be presented at the
Annual Meeting to ratify the selection of Arthur Andersen LLP by the Board of
Directors as independent public accountants to audit the accounts and records of
the Company for the fiscal year ending December 31, 1997, and to perform other
appropriate services.
In the event that stockholders fail to ratify the selection of Arthur
Andersen LLP, the Board of Directors would reconsider such selection. Even if
the appointment is ratified, the Board of Directors, in its discretion, may
direct the appointment of a different independent accounting firm at any time
during the year if the Board of Directors feels that such a change would be in
the Company's and its stockholders' best interest.
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<PAGE> 8
A representative of Arthur Andersen LLP will be present at the Annual
Meeting to respond to appropriate questions and to make a statement if such
representative desires to do so.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP TO SERVE AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
RECORD DATE AND STOCK OWNERSHIP
RECORD DATE
The close of business on May 20, 1997 was the record date for stockholders
entitled to notice of and to vote at the Annual Meeting. As of March 31, 1997,
the Company had 8,481,868 shares of common stock, $0.00001 par value per share
(the "Common Stock"), issued and outstanding. All of the shares of the Company's
Common Stock outstanding on the record date are entitled to vote at the Annual
Meeting, and stockholders of record entitled to vote at the Annual Meeting will
have one (1) vote for each share so held on the matters to be voted upon.
STOCK OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of March 31, 1997 by each Director, each executive officer named
in the Summary Compensation Table in the "Executive Compensation" section below
(the "Named Executive Officers"), and all Directors and executive officers as a
group. All shares are subject to the named person's sole voting and investment
power except where otherwise indicated.
<TABLE>
<CAPTION>
APPROXIMATE
SHARES PERCENT
BENEFICIALLY BENEFICIALLY
NAME OWNED(1) OWNED(2)
------------------------------------------------------- ------------ ------------
<S> <C> <C>
W. James Fitzsimmons(3)................................ 252,867 2.9%
G. Bradley Cole(4)..................................... 84,303 *
Jeffrey W. Jarvela(5).................................. 90,981 1.1%
Victor M. Bernhard, M.D.(6)............................ 61,405 *
Lori E. Adels(7)....................................... 72,057 *
H. DuBose Montgomery(8)................................ 2,151,246 25.3%
3000 Sand Hill Road
Building Four, Suite 100
Menlo Park, CA 94025
Vaughn D. Bryson(9).................................... 33,809 *
Tony R. Brown, Ph.D.(10)............................... 36,190 *
All Directors and executive officers as
a group (10 persons)(11)............................. 2,795,084 31.5%
</TABLE>
- ---------------
* Less than 1%
(1) Except as indicated in the other footnotes to this table, based on
information provided by such persons and subject to applicable community
property laws, the persons named in the table above have sole voting and
investment power with respect to all of the shares of Common Stock shown as
beneficially owned by them.
(2) Percentage of ownership is based on 8,481,868 shares of Common Stock
outstanding on March 31, 1997. This percentage also includes Common Stock
of which such individual or entity has the right to acquire beneficial
ownership within sixty days of March 31, 1997, including but not limited to
the
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<PAGE> 9
exercise of an option; however, such Common Stock is not deemed outstanding
for the purpose of computing the percentage owned by any other individual
or entity. Such calculation is required by General Rule 13d-3(1)(i) under
the Securities Exchange Act of 1934.
(3) Includes 204,288 shares in the form of immediately exercisable options,
some of which, if exercised and issued, would be subject to a repurchase
right of the Company until the lapse of such repurchase right in increments
over time.
(4) Includes 71,428 shares in the form of immediately exercisable options, some
of which, if exercised and issued, would be subject to a repurchase right
of the Company until the lapse of such repurchase right in increments over
time.
(5) Includes 25,130 shares in the form of immediately exercisable options, some
of which, if exercised and issued, would be subject to a repurchase right
of the Company until the lapse of such repurchase right in increments over
time.
(6) Includes 23,809 shares which are subject to a repurchase right of the
Company until the lapse of such repurchase right in increments over time.
(7) Includes 59,520 shares in the form of immediately exercisable options, some
of which, if exercised and issued, would be subject to a repurchase right
of the Company until the lapse of such repurchase right in increments over
time.
(8) Includes 2,107,921 shares beneficially owned by affiliated entities of
Menlo Ventures. Mr. Montgomery, a Director of the Company, is a general
partner of Menlo Ventures, a group of venture capital funds. Mr. Montgomery
may be deemed to share voting and investment power with respect to these
shares but he disclaims beneficial ownership of the shares held by Menlo
Ventures IV, L.P. and Menlo Evergreen V, L.P. except to the extent of his
pecuniary interest therein. Includes 10,000 shares in the form of
immediately exercisable options, some of which, if exercised and issued,
would be subject to a repurchase right of the Company until the lapse of
such repurchase right in increments over time.
(9) Includes 13,889 shares which are subject to a repurchase right of the
Company until the lapse of such repurchase right in increments over time,
and 10,000 shares in the form of immediately exercisable options, some of
which, if exercised and issued, would be subject to a repurchase right of
the Company until the lapse of such repurchase right in increments over
time.
(10) Includes 10,000 shares in the form of immediately exercisable options, some
of which, if exercised and issued, would be subject to a repurchase right
of the Company until the lapse of such repurchase right in increments over
time.
(11) Includes 37,698 shares of Common Stock subject to a repurchase right of the
Company, 11,666 shares in the form of options exercisable within 60 days of
March 31, 1997, and 390,366 shares in the form of immediately exercisable
options some of which, if exercised and issued, would be subject to a
repurchase right of the Company. Such repurchase rights lapse in increments
over time. See notes (3) through (10).
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<PAGE> 10
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the only
persons, other than Directors and executive officers, who beneficially owned (to
the Company's knowledge) more than 5% of the Common Stock of the Company as of
March 31, 1997.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP CLASS(1)
-------------------------------------------------- ----------------- ----------
<S> <C> <C>
Entities affiliated with Menlo Ventures(2)........ 2,107,921 24.9%
3000 Sand Hill Road
Building Four, Suite 100
Menlo Park, CA 94025
St. Jude Medical, Inc............................. 714,285 8.4%
One Lillehei Plaza
St. Paul, MN 55117
Warburg Pincus Counsellors, Inc. (3).............. 692,491 8.2%
466 Lexington Ave
10th Floor
New York, NY 10017
</TABLE>
- ---------------
(1) Percentage of ownership is based on 8,481,868 shares of Common Stock
outstanding on March 31, 1997.
(2) Includes 1,944,469 shares beneficially owned by Menlo Ventures IV, L.P. and
163,452 shares owned by Menlo Evergreen V, L.P. Mr. Montgomery, a Director
of the Company, is a general partner of Menlo Ventures, a group of venture
capital funds. Mr. Montgomery may be deemed to share voting and investment
power with respect to these shares but he disclaims beneficial ownership of
the shares held by Menlo Ventures IV, L.P. and Menlo Evergreen V, L.P.
except to the extent of his pecuniary interest therein.
(3) Pursuant to Schedule 13G dated January 14, 1997, and filed with the
Securities and Exchange Commission, Warburg, Pincus Counsellors, Inc.
("Warburg") has reported that: it has sole power to dispose of such 692,491
shares but has sole voting power with respect to only 369,600 of such
shares, has shared voting power with respect to 182,981 of such shares and
has no voting power with respect to 139,910 of such shares; its beneficial
ownership of such shares arises from its services as investment adviser to
investments accounts which own such shares; and none of such investment
accounts individually owns more than five percent of the Company's
securities.
7
<PAGE> 11
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation earned by the Company's
Chief Executive Officer and each of the Company's four other highest-paid
executive officers (as determined as of the end of the last fiscal year) for
services rendered in all capacities to the Company for the fiscal years ended
December 31, 1996, December 31, 1995 and December 31, 1994, respectively (the
"Named Executive Officers"). No executive officers who would have otherwise been
includible in such table on the basis of salary and bonus earned for the 1996
fiscal year have resigned or terminated employment during the fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION ------------
---------------------------------------- SECURITIES
SALARY BONUS OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) COMPENSATION($) OPTIONS(#)
- ------------------------------------ ----- -------- ------- --------------- ------------
<S> <C> <C> <C> <C> <C>
W. James Fitzsimmons................ 1996 $182,308 $64,375(2) $ 3,426(3) 40,000
President and Chief Executive 1995 155,793 16,250(2) 4,277(3) 47,619(4)
Officer 1994 165,654 76,250(2) 3,120(3) 47,619(4)
Victor M. Bernhard, M.D............. 1996 $315,000 $22,750 $ 7,054(6) 0
Vice President, Medical Affairs 1995 288,090 25,200 6,023(6) 0
1994 127,154(5) -- 52,804(6) 59,523
G. Bradley Cole..................... 1996 $145,152 $22,750 -- 30,000
Vice President, Finance and Chief 1995 126,164 10,920 -- 23,809
Financial Officer 1994 61,563(5) -- -- 59,523
Jeffrey W. Jarvela.................. 1996 $142,892 $22,750 -- 30,000
Vice President, Manufacturing 1995 123,041 10,575 -- 23,808
1994 124,166 4,101 -- 17,857
Lori E. Adels....................... 1996 $125,609 $22,750 $ 1,811(7) 30,000
Vice President, Regulatory Affairs 1995 101,663 9,586 2,073(7) 33,688
and Quality Assurance 1994 86,203 4,101 512(7) 11,904
</TABLE>
- ---------------
(1) Salary includes amounts deferred pursuant to the Company's 401(k) Plan.
(2) Includes the forgiveness of $16,250 of indebtedness pursuant to a loan
agreement between the Company and Mr. Fitzsimmons (See "Certain
Transactions"). Mr. Fitzsimmons' 1996 Bonus includes a 1995 Bonus of $14,000
paid in 1996.
(3) Represents interest imputed on loans extended by the Company to Mr.
Fitzsimmons.
(4) The options granted to Mr. Fitzsimmons were originally granted in 1994, then
canceled and subsequently regranted on February 1, 1995.
(5) Dr. Bernhard joined the Company in August 1994; Mr. Cole joined the Company
in July 1994.
(6) Represents reimbursement of relocation expenses.
(7) Represents interest imputed on loans extended by the Company to Ms. Adels.
8
<PAGE> 12
STOCK OPTIONS
The following table contains information concerning the grant of stock
options made under the Company's 1995 Stock Option Plan for the 1996 fiscal year
to the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES OF
NUMBER OF STOCK
SECURITIES PERCENT OF PRICE
UNDERLYING TOTAL OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO OPTION TERM (1)
GRANTED EMPLOYEES IN EXERCISE PRICE EXPIRATION -------------------
NAME (#)(2) FISCAL YEAR ($/SH)(3) DATE 5%($) 10%($)
- ------------------------------ ---------- ------------- -------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
W. James Fitzsimmons.......... 40,000 7.79% $ 9.25 09/02/06 $232,691 $589,685
Victor M. Bernhard, M.D....... 0 -- -- -- -- --
G. Bradley Cole............... 30,000 5.84 9.25 09/02/06 174,518 442,264
Jeffrey W. Jarvela............ 30,000 5.84 9.25 09/02/06 174,518 442,264
Lori E. Adels................. 30,000 5.84 9.25 09/02/06 174,518 442,264
</TABLE>
- ---------------
(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There can
be no assurance provided to any executive officer or any other holder of the
Company's securities that the actual stock price appreciation over the
10-year option term will be at the assumed 5% and 10% levels or at any other
defined level. Unless the market price of the Common Stock appreciates over
the option term, no value will be realized from the option grants made to
the executive officers.
(2) Each of the options listed in the table vests and becomes exercisable with
respect to 20% of the option shares upon completion of one year of service
from the date of grant and the balance in a series of equal monthly
installments over the next 48 months of service thereafter. The option
shares will vest upon an acquisition of the Company by merger or asset sale,
unless the Company's repurchase right with respect to the unvested option
shares is transferred to the acquiring entity. Each option has a maximum
term of ten (10) years, subject to earlier termination in the event of the
optionee's cessation of employment or service with the Company.
(3) The exercise price may be paid in cash, in shares of the Company's Common
Stock valued at fair market value on the exercise date or through a cashless
exercise procedure involving a same-day sale of the purchased shares. The
Company may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares,
together with any federal and state income tax liability incurred by the
optionee in connection with such exercise.
9
<PAGE> 13
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during the 1996 fiscal
year and unexercised options held as of the end of the 1996 fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED IN-THE-
ACQUIRED ON OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
EXERCISE(#) YEAR-END(2) YEAR-END($)(3)
----------- -------------------- -----------------------
NAME VALUE VESTED UNVESTED VESTED UNVESTED
- ---------------------------- REALIZED($)(1) -------- -------- ---------- --------
--------------
<S> <C> <C> <C> <C> <C> <C>
W. James Fitzsimmons........ 10,000 $106,795 161,034 83,254 $1,341,577 $295,809
Victor M. Bernhard, M.D..... -- -- -- -- -- --
G. Bradley Cole............. -- -- 25,398 76,030 177,627 288,801
Jeffrey W. Jarvela.......... 40,038 384,673 8,215 60,081 51,112 192,315
Lori E. Adels............... -- -- 26,612 62,908 189,132 195,663
</TABLE>
- ---------------
(1) Based on the fair market value of the shares on the exercise date less the
exercise price paid for the shares.
(2) Some of the options are immediately exercisable for all of the option
shares, but any shares purchased under the options will be subject to
repurchase by the Company at the original exercise price per share upon the
optionee's cessation of service until such shares have vested. The table
indicates the number and value of shares no longer subject to the Company's
repurchase right (vested) and the number and value of shares subject to the
repurchase right (unvested) as of fiscal year-end.
(3) Based on the fair market value of the Company's Common Stock at the end of
the 1996 fiscal year ($9.75 per share) less the exercise price payable for
such shares.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors are
Messrs. Bryson and Montgomery. None of these individuals was an officer or
employee of the Company at any time during the fiscal year ended December 31,
1996, or at any other time. Mr. Montgomery is a general partner of Menlo
Ventures, a principal stockholder of the Company. See "Ownership of Securities."
EMPLOYMENT AGREEMENTS
The Company presently has employment agreements with Mr. Fitzsimmons, Dr.
Bernhard, Mr. Giannotti and Ms. McDermott as described below.
On October 1, 1991, the Company entered into an employment agreement with
W. James Fitzsimmons, the Company's President and Chief Executive Officer and a
Director of the Company, pursuant to which his salary was set at $155,000 per
annum through October 1, 1995; the Company agreed to grant him options to
purchase 178,571 shares of Common Stock; and the Company agreed to extend loans
to assist him in the purchase of his principal residence (see "Certain
Transactions"). The Board of Directors has subsequently approved increases to
Mr. Fitzsimmons' salary. The agreement provides for severance payments should
his employment be terminated by the Company without cause for the lesser of six
months or until he commences new employment, whichever occurs first.
On April 26, 1994, the Company entered into an employment agreement with
Dr. Victor M. Bernhard, the Company's Vice President of Medical Affairs,
pursuant to which his salary was set at $300,000 per annum; the Company agreed
to grant him options to purchase 59,523 shares of Common Stock; and the Company
agreed to reimburse certain relocation costs, including closing costs on the
sale of his existing home and the
10
<PAGE> 14
purchase of a new home. The Board has subsequently approved increases to Dr.
Bernhard's salary. The agreement provides for severance payments should his
employment be terminated by the Company without cause during the first 36 months
of his employment: 18 months of salary will be paid if his employment is
terminated less than 12 months after his commencement of employment; 12 months
of salary will be paid if his employment is terminated more than 12 but less
than 24 months after his commencement of employment; and 6 months of salary will
be paid if his employment is terminated more than 24 but less than 36 months
after his commencement of employment.
On March 1, 1996, the Company entered into an employment agreement with
Ronald R. Giannotti, the Company's Vice President, Sales and Marketing, pursuant
to which his salary was set at $125,000 per annum; the Company agreed to grant
him options to purchase 50,000 shares of Common Stock; and the Company agreed to
advance certain relocation costs. The Board of Directors has subsequently
approved an increase to Mr. Giannotti's salary and to the number of option
shares granted to Mr. Giannotti. The agreement provides for an interest-free
down payment assistance loan of up to $100,000 payable over five years (see
"Certain Transactions"). In addition, the agreement also provides for severance
payments equal to six months' salary should his employment be terminated by the
Company without cause.
On August 12, 1996, the Company entered into an employment agreement with
Elizabeth A. McDermott, the Company's Vice President of Research and
Development, pursuant to which her salary was set at $135,000 per annum; the
Company also agreed to grant her options to purchase a total of 75,000 shares of
Common Stock. The Board of Directors has subsequently approved an increase to
Ms. McDermott's salary. In the event her employment is terminated by the Company
without cause, the agreement provides for severance payments equal to her base
salary for a period of six months or until she commences new employment,
whichever occurs first.
CHANGE IN CONTROL ARRANGEMENTS
All executive officers of the Company are eligible to participate in the
Company's Officers Severance Plan. To the extent that any of such executive
officers currently have other severance arrangements with the Company, such
executive officers may elect to accept the severance benefits available under
the Officers Severance Plan or their existing severance arrangements. Under the
Officers Severance Plan, in the event that an officer is involuntarily
terminated, including a reduction in such officer's compensation or
responsibilities, within 12 months of a change in control, such officer shall
receive severance benefits equal to 24 months of salary plus a bonus equal to
200% of such officer's Target Bonus. A Target Bonus is 100% of the bonus
potential established for each officer by the Company for the applicable fiscal
year. In the event that an officer is involuntarily terminated, including a
reduction in such officer's compensation or responsibilites, more than 12 but
less than 24 months following a change in control, such officer shall receive
severance benefits equal to 12 months of salary plus a bonus equal to 100% of
his or her Target Bonus. In the event that an officer is terminated for other
than cause, such officer shall receive 6 months of salary plus 50% of his or her
Target Bonus. In addition to the above payments, the Company shall also pay for
each applicable officer's COBRA continuation coverage for 18, 12 and 6 months,
respectively.
REPORT OF THE BOARD OF DIRECTORS REGARDING COMPENSATION
The following is the Report of the Compensation Committee describing the
compensation policies and rationale applicable to the Company's executive
officers with respect to the compensation paid to such executive officers for
the fiscal year ended December 31, 1996.
The objectives of the Board in establishing the compensation levels for the
executive officers in fiscal year 1996 have been: (1)to provide a means for the
Company to attract and retain high-quality executives; (2) to tie executive
compensation directly to the Company's business and performance objectives; and
(3) to reward outstanding individual performance that contributes to the
long-term success of the Company. Each executive officer's compensation package
is comprised of three elements: (1) base compensation, which reflects individual
performance and is designed primarily to be competitive with salary levels in a
comparative group, (2) annual cash bonuses tied to the achievement of corporate
performance goals proposed by the executive
11
<PAGE> 15
officers of the Company and approved by the Compensation Committee, and (3)
stock options which emphasize a focus on Company growth and increased
stockholder value.
The base compensation for each executive officer was determined at the time
of each officer's commencement of employment based on individual negotiation.
VICE PRESIDENT BONUS PROGRAM
The Company's Vice President Bonus Program provides for incentive bonus
compensation to all senior managers (except the President and Chief Executive
Officer) based on the achievement of specific corporate performance targets
established early in the fiscal year relating to clinical results and regulatory
submissions. Bonuses for fiscal year 1996 were paid to officers of the Company
based on corporate performance targets, some of which were exceeded.
STOCK OPTION GRANTS
Long-term incentives are provided through stock option grants. The grants
are designed to align the interests of each executive officer with those of the
stockholders and provide each individual with a significant incentive to manage
the Company from the perspective of an owner with an equity stake in the
business. Each grant generally allows the officer to acquire shares of the
Company's common stock at a fixed price per share (the market price on the grant
date) over a specified period of time (up to 10 years). Each option generally
becomes exercisable in installments over a five year period, contingent upon the
executive officer's continued employment with the Company. Accordingly, the
option will provide a full return to the executive officer only if the executive
officer remains employed by the Company during the five-year vesting period, and
then only if the market price of the shares appreciates over the option term.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
Mr. Fitzsimmons' base salary was established through individual negotiation
prior to his commencement of employment in October 1991. The Board increased Mr.
Fitzsimmons' base salary to $175,000 per annum on November 29, 1994 to be
effective December 1, 1994. After the Company clinical trials were suspended in
early 1995, Mr. Fitzsimmons voluntarily took a 15% reduction in compensation
beginning in March 1995 through October 31, 1995. Based on the results of a
survey conducted on officer compensation for officers at medical device
companies in the San Francisco Bay Area, the Board increased Mr. Fitzsimmons'
base salary to $200,000 effective October 1, 1996. Mr. Fitzsimmons received a
portion of his 1995 salary in 1996. Mr. Fitzsimmons was granted an option to
purchase 40,000 shares of Common Stock during the 1996 fiscal year. In addition,
the Compensation Committee adopted a President Bonus Program which provides for
bonus payments equal to 150% of the payments under the Vice President Bonus
Program on the achievement of specific corporate performance targets relating to
clinical results and regulatory submissions. Bonuses for fiscal year 1996 were
paid to Mr. Fitzsimmons based on corporate performance targets, some of which
were exceeded.
Submitted by the Company's Compensation Committee:
H. DuBose Montgomery
Vaughn D. Bryson
12
<PAGE> 16
COMPARISON OF STOCKHOLDER RETURN
This graph reflects a comparison of the cumulative total return (change in
stock price plus reinvested dividends) of the Company's Common Stock price with
the cumulative total returns of the Nasdaq Stock Market (U.S.) Index and the
Hambrecht & Quist Healthcare Excluding Biotechnology Index.
[PERFORMANCE GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C>
2/6/96 3/31/96 6/31/96 9/30/96 12/31/96
- ----------------------------------------------------------------------------------
EndoVascular Technologies, Inc. 100 83 92 100 81
- ----------------------------------------------------------------------------------
Nasdaq Stock Market (U.S.) Index 100 102 110 114 120
- ----------------------------------------------------------------------------------
Hambrecht & Quist Healthcare
Excluding Biotechnology Index 100 99 93 102 103
- ----------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) The graph covers the period from February 7, 1996, the date the Company's
initial public offering commenced, through the fiscal year ended December
31, 1996.
(2) The graph assumes that $100 was invested on February 7, 1996 in the
Company's Common Stock in each index and that all dividends were reinvested.
No cash dividends have been declared on the Company's Common Stock.
(3) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
(4) The performance graph and all of the material in the Compensation Committee
Report is not deemed filed with the Securities and Exchange Commission, and
is not incorporated by reference to any filing of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
whether made before or after the date of this Proxy Statement and
irrespective of any general incorporation language in any such filing.
CERTAIN TRANSACTIONS
On September 22, 1992, the Company extended two loans to Mr. Fitzsimmons,
the Company's President and Chief Executive Officer and a Director of the
Company, for $65,000 each to assist him with the purchase of his residence. The
first loan ("First Loan") was due in four equal annual installments of $16,250
on December 30 of each year beginning in 1992 and was secured by his residence.
The second loan ("Second Loan") was due on demand by the Company and was to be
secured by any shares Mr. Fitzsimmons may acquire upon exercise of an option to
purchase 178,571 shares of the Common Stock of the Company granted to him on
October 10, 1991. The Second Loan was secured by 60,000 shares of Common Stock
acquired under such option. Unless Mr. Fitzsimmons ceases employment with the
Company, no interest was to accrue on the First Loan. In each of 1993, 1994,
1995 and 1996, the Company awarded bonuses to Mr. Fitzsimmons in the amount of
$16,250 in partial forgiveness of the principal balance of the First Loan. Both
loans provided for forgiveness of outstanding principal and interest in the
event the Company ceases business. The largest aggregate amount of indebtedness
outstanding since the beginning of the Company's last fiscal year under the two
loans was $81,250. Mr. Fitzsimmons repaid all outstanding indebtedness under
both loans on November 1, 1996.
On February 9, 1997, the Company extended a loan to Mr. Giannotti, the
Company's Vice President, Sales and Marketing, for $250,000 to assist him with
the purchase of his residence. The loan is due and payable on February 9, 2002
("Giannotti Repayment Date") unless accelerated under the terms of the loan
13
<PAGE> 17
agreement, and is secured by a Second Deed of Trust on such residence. No
interest shall accrue on the loan until the Giannotti Repayment Date.
On April 5, 1993, the Company extended a loan to Ms. Adels, the Company's
Vice President, Regulatory Affairs and Quality Assurance, for $6,500 to assist
her with relocation expenses (the "1993 Loan"). The 1993 Loan is due and payable
on demand. No interest shall accrue on the 1993 Loan. On November 9, 1994, the
Company extended a loan to Ms. Adels for $25,000 (the "1994 Loan"). The 1994
Loan is due and payable on demand. The 1993 Loan and the 1994 Loan are each
secured by any shares Ms. Adels may acquire upon exercise of an option to
purchase 19,047 shares of the Common Stock of the Company granted to her on July
27, 1992. No interest shall accrue on the 1994 Loan. On April 11, 1997, the
Company extended a loan to Ms. Adels for $100,000 to assist her with the
purchase of her residence (the "1997 Loan"). The 1997 Loan is due and payable on
April 11, 2002 ("Adels Repayment Date") unless accelerated under the terms of
the loan agreement, and is secured by any shares Ms. Adels may acquire upon
exercise of certain options to purchase shares of the Common Stock of the
Company. No interest shall accrue on the 1997 Loan until the Adels Repayment
Date. The largest aggregate amount of indebtedness outstanding since the
beginning of the Company's last fiscal year under the three loans was $131,500.
The Company has entered into employment agreements with Mr. W. James
Fitzsimmons, the Company's President and Chief Executive Officer and a Director
of the Company, Dr. Victor M. Bernhard, the Company's Vice President, Medical
Affairs, Elizabeth A. McDermott, the Company's Vice President, Research and
Development and Ronald R. Giannotti, the Company's Vice President, Sales and
Marketing. In addition, the Company has granted options to certain Directors and
executive officers. Certain executive officers are also eligible to participate
in the Company's Officers Severance Plan. See "Executive Compensation and
Related Information - Employment Agreements" and "Change in Control
Arrangements."
In February 1997, the Company adopted a Stockholder Rights Plan (the
"Rights Plan"). The rights granted to stockholders under the Rights Plan (each,
a "Right") will generally not become exercisable and will continue to trade with
the common stock unless a person or group acquires 15 percent or more of the
Company's Common Stock or announces a tender offer which, if consummated, would
result in ownership of 15 percent or more of the Company's Common Stock. Each
Right will entitle stockholders to buy one-thousandth of a share of a new series
of junior participating preferred stock of the Company at an exercise price of
$60.00. If a person or group acquires 15 percent or more of the Company's
outstanding Common Stock, each Right will entitle the Company's stockholders
(other than the acquiring person or group and subject to a grandfather clause)
to purchase a number of the Company's common shares having a market value of
twice the exercise price. In addition, if the Company is acquired in a merger or
other business combination transaction after such a person or group has acquired
15 percent or more of the Company's outstanding Common Stock, each Right will
entitle its holder to purchase a number of the acquiring company's common shares
having a market value of twice the exercise price. Following the acquisition by
such a person or group of 15 percent or more of the Company's Common Stock and
prior to an acquisition of 50 percent or more of the Company's Common Stock, the
Board of Directors may exchange the Rights, excluding those owned by such person
or group, for one share of Common Stock per Right. Alternatively, the Rights may
be redeemed for one cent per Right at the option of the Board of Directors prior
to the acquisition by a person or group of beneficial ownership of 15 percent or
more of the Company's Common Stock.
All future transactions between the Company and its officers, Directors,
principal stockholders and affiliates will be approved by a majority of the
independent and disinterested members of the Board of Directors, and will be on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties.
ANNUAL REPORT
A copy of the Annual Report of the Company for the fiscal year ended
December 31, 1996 has been mailed concurrently with this Proxy Statement to all
stockholders entitled to notice of and to vote at the Annual Meeting. Except for
"Executive Officers of the Registrant" from Part I of the Company's Annual
14
<PAGE> 18
Report on Form 10-K for the fiscal year ended December 31, 1996, the Annual
Report is not incorporated into this Proxy Statement and is not considered proxy
solicitation material.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Stockholder proposals intended to be considered at the 1998 Annual Meeting
of Stockholders must be received by the Company no later than January 30, 1998.
The proposal must be mailed to the Company's principal executive offices, 1360
O'Brien Drive, Menlo Park, California 94025, Attention: Investor Relations. Such
proposals may be included in next year's proxy statement if they comply with
certain rules and regulations promulgated by the Securities and Exchange
Commission.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file reports
with respect to their ownership of the Company's Common Stock and their
transactions in such Common Stock. Based upon (i) the copies of Section 16(a)
reports that the Company received from such persons for the 1996 fiscal year
transactions in the Common Stock and their Common Stock holdings and (ii) the
written representations received from one or more of such persons that no annual
Form 5 reports were required to be filed by them for the 1996 fiscal year, the
Company believes that all reporting requirements under Section 16(a) for such
fiscal year were met in a timely manner by its executive officers, Board members
and greater than ten-percent stockholders, except for a late filing of a Form 3
by G. Bradley Cole filed in connection with the Company's initial public
offering in February 1996.
FORM 10-K
THE COMPANY FILED AN ANNUAL REPORT ON FORM 10-K WITH THE SEC. STOCKHOLDERS
MAY OBTAIN A COPY OF THIS REPORT, WITHOUT CHARGE, BY WRITING TO ENDOVASCULAR
TECHNOLOGIES, INC., ATTN: INVESTOR RELATIONS, 1360 O'BRIEN DRIVE, MENLO PARK,
CALIFORNIA 94025.
15
<PAGE> 19
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
W. James Fitzsimmons
President and Chief Executive Officer
Menlo Park, California
May 30, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF
YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
16
<PAGE> 20
ENDOVASCULAR TECHNOLOGIES, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS
JULY 16, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints W. James Fitzsimmons and G. Bradley Cole and
each or either of them as proxies of the undersigned, with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
below, all of the shares of Common Stock of EndoVascular Technologies, Inc.,
held of record by the undersigned on May 20, 1997 at the Annual Meeting of
Stockholders of EndoVascular Technologies, Inc. to be held July 16, 1997, or at
any adjournment or postponement thereof.
The Board of Directors recommends a vote FOR Proposal Nos. 1 and 2. This
Proxy, when properly executed, will be voted as specified on the reverse side.
This Proxy will be voted FOR Proposal Nos. 1 and 2 if no specification is made.
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C> <C>
[ ] FOR the Nominees [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
listed below: to vote for the Nominees
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE MARK THE
"EXCEPTIONS" BOX, AND STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW:
H. DuBose Montgomery
Vaughn D. Bryson
2. To ratify the selection of Arthur Andersen LLP as independent public
accountants of the Company.
<TABLE>
<S> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
Please sign exactly as your name(s) is (are) shown on the share certificate to
which the Proxy applies. When shares are held by joint tenants, both should
sign. When signing as an 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.
DATED: , 1997
SIGNATURE:
(ADDITIONAL SIGNATURE IF
HELD JOINTLY)
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
