<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
BONE CARE INTERNATIONAL, 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 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:
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(4) Date Filed:
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Notes:
<PAGE>
Bone Care International, Inc.
One Science Court
Madison, Wisconsin 53711
(608) 236-2500
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Bone Care International, Inc. will be
held at the UW Health Research Park Clinic, 621 Science Drive, Madison,
Wisconsin, on Wednesday, November 17, 1999, at 1:00 p.m., local time, for the
following purposes:
(1) To elect two (2) Directors to serve until the 2002 annual meeting of
shareholders.
(2) To transact any other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on October 8, 1999, the
record date for the meeting, will be entitled to notice of and to vote at the
meeting or any adjournments thereof.
IMPORTANT
To ensure your representation at the meeting, please sign and date the
enclosed proxy, and return it immediately in the enclosed stamped envelope.
Sending in your proxy will not prevent you from personally voting your shares
at the meeting, since you may revoke your proxy by attending the meeting and
voting in person or by advising our assistant secretary in writing (by later-
dated proxy which is voted at the meeting or otherwise) of such revocation at
any time before it is voted.
By Order of the Board of
Directors,
Charles W. Bishop, Ph.D.
President and Chief Executive
Officer
Madison, Wisconsin
October 21, 1999
<PAGE>
Bone Care International, Inc.
One Science Court
Madison, Wisconsin 53711
(608) 236-2500
-----------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of the
accompanying proxy by the Board of Directors of Bone Care International, Inc.
("Bone Care", "we", "our" or "us") for use at the annual meeting of
shareholders to be held at the UW Health Research Park Clinic, 621 Science
Drive, Madison, Wisconsin, Wednesday, November 17, 1999, at 1:00 p.m., local
time, and at any adjournments thereof.
At the meeting, shareholders will consider a proposal to elect two (2)
Directors to serve until the 2002 annual meeting of shareholders. The Board of
Directors does not know of any other matters to be brought before the meeting;
however, if other matters should properly come before the meeting, it is
intended that the persons named in the accompanying proxy will vote on such
matters at their discretion.
Shareholders who execute proxies retain the right to revoke them at any time
prior to the voting thereof by attending the meeting and voting in person or
by advising our assistant secretary of such revocation in writing (by later-
dated proxy which is voted at the meeting or otherwise).
PROXY SOLICITATION
Proxies will be solicited by mail. In addition to solicitation by mail,
certain of our officers and employees may solicit by telephone, telegraph, and
personally. The cost of the solicitation will be borne by Bone Care. The
notice of the meeting, this proxy statement, the accompanying form of proxy
and the annual report on Form 10-K filed with the Securities and Exchange
Commission, including financial statements for the fiscal year ended June 30,
1999, were first mailed to shareholders on or about
October 21, 1999.
1
<PAGE>
SHAREHOLDERS ENTITLED TO VOTE
Only holders of record of the shares of our common stock at the close of
business on October 8, 1999, the record date for the meeting, are entitled to
notice of and to vote at the meeting and at any adjournments thereof.
Shareholders will be entitled to one vote for each full share held. On October
8, 1999, there were 10,173,396 shares of common stock outstanding.
VOTING INFORMATION
A shareholder may, with respect to the election of Directors, (i) vote for
the election of both nominees named below to serve until the 2002 annual
meeting of shareholders, (ii) withhold authority to vote for both nominees, or
(iii) vote for the election of one nominee and withhold authority to vote for
the other nominee by striking a line through such other nominee's name on the
proxy.
Proxies in the accompanying form, properly executed and received by us at or
prior to the meeting and not revoked, will be voted as directed therein on all
matters presented at the meeting. In the absence of a specific direction from
the shareholder as to a proposal, the shareholder's proxy will be voted "FOR"
the election of the Director nominees named in this proxy statement. If a
proxy is marked to indicate that all or a portion of the shares represented by
such proxy are not being voted with respect to the proposal, such non-voted
shares will not be considered present and entitled to vote on the proposal,
although such shares may be considered present and entitled to vote on other
matters and will count for purposes of determining the presence of a quorum.
The affirmative vote of a plurality of the votes cast by the shares present
in person or by proxy at the meeting and entitled to vote in the election of
Directors is required to elect Directors. Thus, if a quorum is present, the
two persons receiving the greatest number of votes will be elected to serve as
Directors. Accordingly, non-voted shares with respect to the election of
Directors will not affect the outcome of the election of Directors. In
addition, withholding authority to vote for a Director nominee will not
prevent such nominee from being elected.
2
<PAGE>
PURPOSE OF THE MEETING
Election of Directors
Our by-laws authorize the Board of Directors to fix the number of Directors,
provided that such number shall not be less than five nor more than twelve.
Currently, the number is fixed at five. The by-laws stagger the Board of
Directors by dividing the number of Directors into three classes, with one
class being elected each year for a term of three years. For the 1999 annual
meeting, two Directors, Martin Barkin, M.D. and Charles R. Klimkowski, CFA,
are nominees for election.
The table below sets forth certain information with respect to the nominees
for election as directors of Bone Care to serve until the 2002 annual meeting
of shareholders. Unless otherwise specified, the shares of common stock
represented by the proxies solicited hereby will be voted "FOR" the election
as a Director of the persons named below, who have been nominated by the Board
of Directors. If, at or prior to such person's election, either nominee shall
be unwilling or unable to serve, it is presently intended that the proxies
solicited hereby will be voted for a substitute nominee designated by the
Board of Directors. The Board of Directors has no reason to believe either
nominee will be unwilling or unable to serve.
<TABLE>
<CAPTION>
Principal Occupations
Name and Age Positions Held During Past 5 Years
-------------------------- -------------- ------------------------------------
<C> <C> <S>
To serve until the 2002 annual meeting of shareholders:
Martin Barkin, M.D. Director Director since 1993; President and
Age 63 Chief Executive Officer of Draxis
Health, Inc. (A pharmaceutical
company) since 1992; Partner and
National Practice Leader for
HealthCare at KPMG Canada from 1991
to 1992; Deputy Minister of Health
for the Province of Ontario from
1987 to 1991; Director of Novopharm
Biotech (a biotech research and
development company).
Charles R. Klimkowski, CFA Director Director since March 1999; Director
Age: 64 of Theragenics Corp. Mr. Klimkowski
served as Chairman of Theragenics
from December 1994 to June 1997 and
Co-chairperson from June 1997 to
June 1998. Theragenics is a publicly
traded company producing and selling
implantable radiation devices for
the treatment of cancer. Prior to
his retirement in August 1998, Mr.
Klimkowski served as Chief Operating
Officer and Director of Investments
of ABN AMRO Asset Management (USA)
Inc.
</TABLE>
The Board of Directors recommends you vote FOR the nominees named above to
serve on the Board of Directors of Bone Care.
3
<PAGE>
The following table sets forth certain information about our Directors whose
terms of office will continue after the 1999 annual meeting.
<TABLE>
<CAPTION>
Principal Occupations
Name and Age Positions Held During Past 5 Years
------------ --------------------- -------------------------------
<C> <C> <S>
Term expires at the 2001 annual meeting of shareholders:
Richard B. Mazess, Ph.D. Chairman of the Board Director since 1984; Founder of
Age 60 Bone Care; Chairman of the
Board since February 1996;
President since inception of
Bone Care in 1984 through
February, 1996; President and
Director of Lunar Corporation
since 1974; Professor Emeritus
of Medical Physics at the
University of Wisconsin--
Madison since 1985. Lunar
develops and sells x-ray and
ultrasound densitometers for
the diagnosis and monitoring of
osteoporosis and other
metabolic bone diseases. Lunar
also develops and sells medical
imaging equipment used by
orthopedists and radiologists
for imaging extremities.
Terms expiring at the 2000 annual meeting of shareholders:
Robert A. Beckman Director Director since 1989; Vice
Age 45 President of Finance for the
period May, 1996 through
November 14, 1996; Vice
President of Finance for Lunar
Corporation since 1987.
Charles W. Bishop, Ph.D. President and Chief Director since 1989; President
Age 48 Executive Officer and Chief Executive Officer
since February, 1996; Vice
President from March, 1990 to
February, 1996.
</TABLE>
Directors do not receive cash compensation for serving as members of the
Board. Pursuant to the Bone Care International, Inc. 1996 Stock Option Plan,
annual awards of non-qualified stock options to purchase 9,000 shares of
common stock at the fair market value on the grant date have been granted to
non-employee Directors. These stock options expire ten years after their grant
date and become exercisable in equal one-third increments on the first three
anniversaries of the grant date. In March 1999, Mr. Klimkowski was granted
non-qualified stock options to purchase 37,500 shares of common stock at the
fair market value on the grant date. These stock options expire ten years
after their grant date. 7,500 of these stock options become exercisable nine
months after the grant date, and 30,000 of these stock options become
exercisable in equal one-third annual increments on the first three
anniversaries of the grant date.
During the year ended June 30, 1999, four meetings of the Board of Directors
were held. Four of the five Directors attended 100% of the meetings in person
or by telephone. One of the Directors was unable to attend one of the four
meetings. The Board of Directors has an audit committee. The audit committee,
composed of non-employee Directors, oversees the audit of the corporate
accounts through independent public accountants whom it recommends for
selection by the Board of Directors. The committee reviews
4
<PAGE>
the scope of the audit with such accountants and their related fees. The audit
committee did not hold any formal meetings during the fiscal year ended June
30, 1999. Its members are Mr. Klimkowski and Mr. Beckman. The compensation
committee, composed of non-employee Directors, determines the compensation and
benefits for officers (other than grants of stock options), and makes
recommendations to the Board of Directors concerning compensation arrangements
for the President and Chief Executive Officer and Board of Directors. Mr.
Klimkowski and Dr. Mazess are members of the compensation committee. The
compensation committee did not hold any formal meetings during the fiscal year
ended June 30, 1999. Bone Care does not have a nominating committee of the
Board of Directors. However, our by-laws provide that the Board may establish
additional committees as it deems advisable.
Section 16(a) Beneficial Ownership Reporting Compliance
Our Directors and officers are required by Section 16 of the Securities
Exchange Act of 1934 to report to the Securities and Exchange Commission their
transactions in, and beneficial ownership of, our common stock, including
options to purchase common stock, including stock options. Reports received by
us indicate that all reports were filed on a timely basis.
5
<PAGE>
SECURITIES BENEFICIALLY OWNED BY PRINCIPAL SHAREHOLDERS,
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists all institutions and individuals known by us to
beneficially own more than 5% of Bone Care's common stock as of October 13,
1999. The table also summarizes information for our Directors and executive
officers, individually and as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Beneficial ownership generally includes
voting or investment power with respect to securities. Common stock subject to
an option that is exercisable within 60 days of October 13, 1999 is deemed to
be beneficially owned by the person holding the option when computing
ownership, but is not treated as outstanding when computing the ownership of
any other person. We have determined each beneficial owner's percentage
ownership by assuming that stock options held by such person which are
exercisable within 60 days of October 13, 1999, have been exercised. Except as
indicated by the footnotes to the table below, we believe, based on
information provided to us, that the persons and entities named in the table
below have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them. Applicable percentage of
beneficial ownership is based on 11,402,454 shares of common stock outstanding
as of October 13, 1999.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class
------------------------ -------------------- ----------
<S> <C> <C>
Richard B. Mazess, Ph.D. (1)............. 3,111,710 27.3%
313 West Beltline Highway
Madison, WI 53713
Dresdner RCM Global Investors LLC (2).... 995,900 8.7
4 Embarcadero Center
Suite 3000
San Francisco, CA 94111
T. Rowe Price Associates, Inc. (3)....... 885,200 7.8
100 E. Pratt Street
Baltimore, MD 21202
State of Wisconsin Investment Board ..... 2,008,000 17.6
Lake Terrace
121 E. Wilson Street
Madison, WI 53707
Martin Barkin, M.D. (4).................. 9,000 *
Robert A. Beckman (5).................... 53,346 *
Charles W. Bishop, Ph.D. (6)............. 126,627 1.2
Dale W. Gutman (7)....................... 10,200 *
Charles R. Klimkowski, CFA............... 30,000 *
Paul V. Peterson (8)..................... 6,000 *
All Directors and Executive Officers as a 3,352,883 29.0
Group (7 persons) (9)...................
</TABLE>
- --------
* Less than 1 percent (1%)
6
<PAGE>
(1) Includes 1,608,950 shares of common stock held by Dr. Mazess in joint
tenancy with his wife and 587,500 shares of common stock held by Dr.
Mazess as custodian for his daughters.
(2) Based on Amendment No. 3 to Schedule 13G dated February 12, 1999,
furnished to us, Dresdner RCM Global Investors LLC, an investment adviser
registered under Section 203 of the Investment Advisors Act of 1940, had
sole voting power with respect to 895,900 shares of common stock and sole
dispositive power with respect to 995,900 share of common stock. Based on
that Amendment No. 3 to Schedule 13G, Dresdner RCM Global Investors LLC
is a wholly-owned subsidiary of Dresdner Bank AG and Dresdner Bank AG may
be deemed to be the beneficial owner of such common stock to the extent
that Dresdner RCM Global Investors LLC is deemed to be the beneficial
owner.
(3) Based on Amendment No. 1 to Schedule 13G dated February 12, 1999,
furnished to us, T. Rowe Price Associates, Inc., an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, had
voting power with respect to no shares of common stock and had
dispositive power with respect to 885,200 shares of common stock, and T.
Rowe Price Small Cap Value Fund, Inc., an investment company registered
under Section 8 of the Investment Company Act of 1940, had sole voting
power with respect to 885,200 shares of common stock and sole dispositive
power with respect to no shares of common stock.
(4) Includes 9,000 shares of common stock issuable within 60 days upon
exercise of stock options.
(5) Includes 41,000 shares of common stock issuable within 60 days upon
exercise of stock options.
(6) Includes 88,000 shares of common stock issuable within 60 days upon
exercise of stock options and 2,800 shares of common stock held by Dr.
Bishop as custodian for his children.
(7) Includes 7,200 shares of common stock issuable within 60 days upon
exercise of stock options.
(8) Includes 6,000 shares of common stock issuable within 60 days upon
exercise of stock options.
(9) Includes 151,200 shares of common stock issuable within 60 days upon
exercise of stock options.
7
<PAGE>
EXECUTIVE COMPENSATION
Board of Directors Report on Executive Compensation
The following is a report submitted by the Board of Directors addressing our
compensation policy as it related to the President and Chief Executive Officer
for fiscal year 1999. With respect to the other executive officers, Richard B.
Mazess, Chairman of Bone Care, received no direct compensation. Bone Care paid
Lunar Corporation fees aggregating $42,000 during fiscal year 1999 pursuant to
a Transition Agreement for substantially all the services that Dr. Mazess and
Lunar provided to Bone Care.
This report by the Board of Directors and the performance graph contained in
this proxy statement shall not be deemed to be incorporated by reference by
any general statement which incorporates by reference this proxy statement
into any filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, and they shall not otherwise be deemed filed under such Acts.
The goal of Bone Care's executive compensation policy is to ensure that an
appropriate relationship exists between executive pay and the creation of
shareholder value, while also retaining and motivating executive officers and
other key employees. Bone Care's executive compensation program integrates
annual base salary with cash bonuses and stock options based upon corporate
performance, employee initiatives and performance overall.
In determining the appropriate kinds and levels of compensation of the Chief
Executive Officer and other executive officers, the Board of Directors
considered that Bone Care has been primarily a research and development
company with nominal revenues. The Board believes that annual base salaries
should be designed to attract and retain qualified executives and has granted
stock options periodically to ensure those executives have a motivating and
continuing stake in Bone Care's long-term success. Further, the Board views
stock options as an effective incentive for executives to create value for
shareholders, since the value of a stock is directly related to stock price.
The compensation of the Chief Executive Officer is more heavily weighted
toward stock options than base salary and cash bonuses. In 1996, when Bone
Care became a publicly traded company, the Board of Directors granted an
option to purchase 150,000 shares of common stock to the Chief Executive
Officer. The Board granted the Chief Executive Officer an option to purchase
an additional 10,000 shares of common stock in 1997. Since joining Bone Care,
the Chief Executive Officer has been granted options to purchase 173,691
shares of common stock. The Chief Executive Officer's salary for the fiscal
years ended 1999 and 1998 remained unchanged at $150,000. The cash bonus
received by the Chief Executive Officer was $6,900 for fiscal 1999.
The Board evaluates the compensation of the other executive officers
annually and adjusts overall compensation packages based on performance toward
achieving Bone Care's short-term and long-term objectives. The Board of
Directors does not use a fixed formula for determining base salary, bonuses,
or long-term compensation.
8
<PAGE>
The Board of Directors believes that linking executive compensation to
corporate performance results in a better alignment of compensation with Bone
Care's goals and shareholder interests. The Board of Directors believes that
compensation levels during fiscal year 1999 adequately reflect Bone Care's
compensation goals and policies.
Respectfully submitted,
Martin Barkin, M.D.
Robert A. Beckman
Charles W. Bishop, Ph.D.
Charles R. Klimkowski, CFA
Richard B. Mazess, Ph.D.
9
<PAGE>
Summary Compensation Table
The following table summarizes information regarding compensation during the
fiscal years ended June 30, 1999, 1998, and 1997, for our President and Chief
Executive Officer and two other executive officers.
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
--------------- --------------------------
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary Bonus Options(#) Compensation(1)
------------------ ------ -------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
Charles W. Bishop,
Ph.D................... 1999 $150,000 $6,900 -- $2,301
President, and Chief 1998 150,000 4,225 -- 2,290
Executive Officer 1997 143,846 2,250 10,000 2,116
Paul V. Peterson........ 1999 151,538 7,000 -- --
Vice President--Sales 1998 31,731 -- 30,000 --
and Marketing 1997 -- -- -- --
Dale W. Gutman.......... 1999 93,531 9,825 -- 1,595
Vice President--Finance 1998 61,000 9,906 13,000 1,604
1997 11,538 -- 10,000 --
</TABLE>
- --------
(1) Amounts shown consist of Bone Care contributions to a 401(K) plan.
Fiscal Year-End Option Values
The following table reflects stock options exercised during the year ended
June 30, 1999, by the individuals named in the summary compensation table.
None of the named officers exercised stock options during the year ended June
30, 1999. The value of unexercised stock options was based upon the closing
price of our common stock of $9.875 on June 30, 1999, as reported by the
Nasdaq National Market, minus the exercise price.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Stock Options at Fiscal Stock Options at Fiscal
Year End(#) Year End($)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Charles W. Bishop, Ph.D..... 88,000 62,000 $668,760 $459,590
Paul V. Peterson............ 6,000 24,000 6,750 27,000
Dale W. Gutman.............. 7,200 13,800 20,600 43,275
</TABLE>
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended June 30, 1999, Dr. Mazess served on the
compensation committee of the Board of Directors. Dr. Mazess was President of
Bone Care since its inception in 1984 through February 1996.
10
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return on
our common stock for the period commencing May 9, 1996, and ending June 30,
1999, with the cumulative total shareholder return of Standard & Poor's 500
Stock Index (the "S & P 500") and Standard & Poor's Bio Technology--Small Cap
Index (the "S & P Biotech--Small Cap").
[Bone Care Performance Graph]
<TABLE>
<CAPTION>
05/09/96 06/30/96 06/30/97 06/30/98 06/30/99
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
S&P 500............................ $100 $105 $141 $184 $226
S&P BioTechnology--Small Cap....... $100 $ 94 $ 64 $ 56 $ 53
Bone Care International, Inc....... $100 $111 $221 $298 $336
</TABLE>
The performance graph assumes $100 dollars invested on May 9, 1996, in each
of our common stock, the S & P 500 Index, and the S & P Biotech--Small Cap
Index. The graph also assumes the reinvestment of dividends. Our common stock
was distributed by Lunar to its shareholders on May 8, 1996. The first trading
day for our common stock was May 9, 1996.
11
<PAGE>
CERTAIN TRANSACTIONS
Relationship with Lunar
Dr. Mazess, the Chairman of the Board of Bone Care, is also the Chairman of
the Board, President and Chief Executive Officer of Lunar and is the
beneficial owner of approximately 33% of the outstanding common stock of
Lunar. Mr. Beckman, a member of our Board of Directors, is also Vice President
of Finance of Lunar.
Under an agreement with Lunar, employees of Lunar provide 401(k) plan
administration and other services to us. As compensation for the services, we
paid Lunar a monthly fee of $3,500 during the year ended June 30, 1999.
Payments made by us to Lunar during fiscal year 1999 were $42,000 in the
aggregate.
1998 Sale of Common Stock
On July 24, 1998, we completed a directed public offering of 1,326,000
shares of our common stock at a price of $8.00 per share. The price per share
represented an approximate 5% discount from the average closing bid price of
the previous 5 days. We sold shares of common stock in the offering to the
following Directors and principal shareholders:
<TABLE>
<CAPTION>
Number of shares purchased
Name in 1998 common stock offering
---- -----------------------------
<S> <C>
Richard B. Mazess, Ph.D.................... 170,000
Chairman
Charles W. Bishop, Ph.D.................... 6,000
President, Chief Executive Officer and
Director
John Kapoor, Ph.D.......................... 100,000
Director at time of offering
T. Rowe Price Associates, Inc.............. 100,000
Dresdner RCM Global Investors LLC.......... 250,000
State of Wisconsin Investment Board........ 600,000
</TABLE>
1999 Sale of Common Stock
On October 12, 1999, we completed a directed public offering of 1,229,058
shares of common stock to the State of Wisconsin Investment Board, a principal
shareholders of Bone Care, at a price of $9.02 per share. The price per share
represents an approximate 7.5% discount for the average closing price of the
previous 20 days.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in our proxy materials for the 2000
annual meeting of shareholders, written notice of any shareholder proposal
must be delivered or mailed to and received at our principal executive offices
at One Science Court, Madison, Wisconsin 53711 by June 24, 2000.
12
<PAGE>
In addition, our by-laws establish an advance notice procedure for
shareholder proposals to be brought before any meeting of shareholders,
including proposed nominations of persons for election to the Board of
Directors. Shareholders at the 1999 annual meeting may consider shareholder
proposals or nominations brought by a shareholder of record on October 8, 1999,
who is entitled to vote at the annual meeting and who has given our Assistant
Secretary timely written notice, in proper form, of the shareholder's proposal
or nomination. A shareholder proposal or nomination intended to be brought
before the 1999 annual meeting must have been received by the assistant
secretary on or after August 18, 1999, and on or prior to September 17, 1999.
The 2000 annual meeting is expected to be held on November 15, 2000.
Accordingly, a shareholder proposal or nomination intended to be brought before
the 2000 annual meeting must be received by the assistant secretary on or after
August 17, 2000, and on or prior to September 16, 2000.
FINANCIAL STATEMENTS
A copy of our annual report on Form 10-K filed with the Securities and
Exchange Commission, containing audited consolidated financial statements for
the fiscal year ended June 30, 1999, is enclosed herewith.
OTHER
KPMG LLP served as our independent accountants for the year ended June 30,
1999. A decision regarding the selection of independent accountants to audit
our consolidated financial statements for the year ending June 30, 2000, has
not yet been made. It is expected that a representative of KPMG LLP will attend
the 1999 annual meeting, with the opportunity to make a statement if he should
desire, and will be available to respond to appropriate questions.
By Order of the Board of
Directors,
Charles W. Bishop, Ph.D.
President and Chief Executive
Officer
Madison, Wisconsin
October 21, 1999
A COPY OF OUR ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1999, (OTHER THAN EXHIBITS NOT
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN) WILL BE PROVIDED WITHOUT CHARGE
TO EACH RECORD OR BENEFICIAL OWNER OF OUR COMMON STOCK AS OF OCTOBER 8, 1999,
ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON DIRECTED TO: BONE CARE
INTERNATIONAL, INC., ONE SCIENCE COURT, MADISON, WISCONSIN 53711, ATTENTION:
DALE W. GUTMAN AT (608) 236-2590.
13
<PAGE>
(Label Here)
Proxy for
Bone Care International, Inc.
Annual Meeting of Shareholders
November 17, 1999
The undersigned hereby appoints Charles W. Bishop, Ph.D., and Dale W.
Gutman, and each of them, proxies, with full power of substitution, to vote for
the undersigned all shares of the common stock of BONE CARE INTERNATIONAL, INC.,
which the undersigned, as designated below, would be entitled to vote if
personally present at the annual meeting of shareholders to be held at UW Health
Research Park Clinic, 621 Science Drive, Madison, Wisconsin, on Wednesday,
November 17, 1999, at 1:00 PM local time, and at any adjournments thereof as
follows:
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BONE CARE.
(1) ELECT DIRECTORS
GRANT AUTHORITY WITHHOLD AUTHORITY
to vote for nominees [_] to vote for nominees [_]
listed below listed below
Instructions: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
Martin Barkin, M.D. Charles Klimkowski, CFA
(2) In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments
thereof.
<PAGE>
This proxy will be voted as specified. IF NO CONTRARY SPECIFICATION IS
MADE, IT WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES NAMED ON THE
REVERSE SIDE AND, IN THE DISCRETION OF THE PERSONS DESIGNATED HEREIN AS PROXIES,
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.
Please date this proxy and sign exactly as your name or names appear
hereon. If shares are held jointly, one or more owners should sign.
Administrators, executors, trustees and others signing in representative
capacity should indicate the capacity in which they sign. The undersigned hereby
revokes all proxies heretofore given to vote at the aforesaid meeting.
Dated _________________________, 1999
Co-Owner Sign Here Shareholder Sign Here
