Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities and 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 ss. 240.14a-11(c) or ss. 240.14a-12
GLOBAL MED TECHNOLOGIES, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6 (i) (4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GLOBAL MED TECHNOLOGIES, INC.
12600 West Colfax, Suite A-500
Lakewood, Colorado 80215
(303) 238-2000
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On July 10, 1997
- --------------------------------------------------------------------------------
June 26, 1997
TO THE SHAREHOLDERS OF GLOBAL MED TECHNOLOGIES, INC.:
An Annual Meeting of Shareholders of Global Med Technologies, Inc., a
Colorado corporation (the "Company"), will be held at the Company's offices at
12600 West Colfax, Suite A-500, Lakewood, Colorado 80215 on July 10, 1997 at
10:00 a.m., Mountain Time, to consider and take action on:
1. The election of four (4) directors to serve until the next Annual
Meeting of Shareholders and until their successors have been elected and
qualified. (Each shareholder entitled to vote at the meeting has the right to
vote the number of shares held by him for each of the four (4) director
nominees. Election of the director nominees requires the affirmative vote of a
majority of the votes cast at the Annual Meeting.)
2. Such other business as may properly come before the meeting, or any
adjournment or adjournments thereof.
The discussion of the proposals of the Board of Directors set forth above
is intended only as a summary, and is qualified in its entirety by the
information relating to the proposals set forth in the accompanying Proxy
Statement.
Only shareholders of record at the close of business on June 25, 1997, will
be entitled to notice of and to vote at this annual meeting, or any adjournment
or adjournments thereof.
Date: June 26, 1997 By Order of the Board of Directors:
Michael I. Ruxin, M.D., Chairman of the
Board of Directors and Chief Executive
Officer
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING.
YOUR VOTE IS IMPORTANT
<PAGE>
GLOBAL MED TECHNOLOGIES, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 10, 1997
June 26, 1997
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH A SOLICITATION OF
PROXIES (IN THE FORM ENCLOSED) BY THE BOARD OF DIRECTORS OF GLOBAL MED
TECHNOLOGIES, INC. (THE "COMPANY") TO BE USED AT THE ANNUAL MEETING OF
SHAREHOLDERS AT 10:00 A.M. (MOUNTAIN TIME), ON JULY 10, 1997 AT THE COMPANY'S
OFFICES AT 12600 WEST COLFAX, SUITE A-500, LAKEWOOD, COLORADO 80215. THE PROXY
AND PROXY STATEMENT WILL BE MAILED TO SHAREHOLDERS ON OR ABOUT JUNE 26, 1997.
REVOCABILITY OF PROXY
If the enclosed Proxy is executed and returned, it will be voted on the
proposal as indicated by the shareholder. The Proxy may be revoked by the
shareholder at any time prior to its use by notice in writing to the Secretary
of the Company, by executing a later dated proxy and delivering it to the
Company prior to the meeting or by voting in person at the meeting.
SOLICITATION
The cost of preparing, assembling and mailing the Notice of Meeting, Proxy
Statement and Proxy (the "Proxy Materials"), miscellaneous costs with respect to
the Proxy Materials and solicitation of the Proxies will be paid by the Company.
The Company also may use the services of its directors, officers and employees
to solicit Proxies, personally or by telephone and telegraph, but at no
additional salary or compensation. The Company intends to request banks,
brokerage houses and other custodians, nominees and fiduciaries to forward
copies of the Proxy Materials to those persons for whom they hold such shares
and request authority for the execution of the Proxies. The Company will
reimburse them for the reasonable out-of-pocket expenses incurred by them in so
doing.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF
Shareholders of record at the close of business on June 25, 1997 will be
entitled to vote on all matters. On the record date the Company had 7,908,752
shares of Common Stock, $.01 par value (the "Common Stock"), outstanding. The
holders of the Common Stock are entitled to one vote per share. The Company has
no class of voting securities outstanding other than its Common Stock. One third
of the issued and outstanding shares of the Company's Common Stock entitled to
vote, represented in person or by proxy, constitutes a quorum at any
shareholders' meeting. Broker non-votes and abstentions will be counted for
purposes of determining a quorum; however, they will not be counted as votes
cast. Therefore, such votes will not affect the outcome of the voting on
Proposal Number One relating to the election of the Company's directors.
<PAGE>
The following table sets forth certain information as of June 25, 1997 the
ownership of the Company's Common Stock by (i) each person known by the Company
to be the beneficial owner of more than five percent (5%) of the Company's
Common Stock, (ii) each director and executive officer of the Company, and (iii)
all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Title Beneficial Ownership(1) of Class
- -------------------- ----- ---------------------- ---------
<S> <C> <C> <C>
Michael I. Ruxin, M.D.(1)(9) Chairman of the Board 906,250(2) 11.1%
12600 W. Colfax and CEO
Suite A-500
Lakewood, CO 80215
Joseph F. Dudziak(1) President and COO 46,914(3) 0.6%
12600 W. Colfax
Suite A-500
Lakewood, CO 80215
William J. Collard (1)(9) Secretary/Treasurer, 613,006(4)(5)(11) 7.5%
11121 Sun Center Drive Director and Wyndgate
Suite C President (11)
Rancho Cordova, CA 95670
Gerald F. Willman, Jr. (1)(9) Director and Wyndgate 882,514(6) 10.9%
11121 Sun Center Drive Vice President (11)
Suite C
Rancho Cordova, CA 95670
Bart K. Valdez (1) Acting Chief Financial Officer 8,700(8) Nil
12600 W. Colfax Ave. and DataMed Director of
Suite A-500 Operations (11)
Lakewood, CO 80215
Lori J. Willman (1) (9) 882,514(7) 10.9%
11121 Sun Center Drive
Suite C
Rancho Cordova, CA 95670
Gordon E. Segal Director 256,667(10) 3.2%
340 W. 57th, Apt. 9J
New York, NY 10019
All Directors and Executive 2,714,051 34.3%
Officers as a group (6 persons)
</TABLE>
-2-
<PAGE>
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person,
but are not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed.
(2) Includes 6,250 shares underlying warrants issued in connection with the
purchase of the Company's 10% notes. In May, 1996 the Company issued
$751,200 principal amount of convertible 10% notes accruing interest at 10%
per annum until maturity, which was March 6, 1997, in connection with its
10% note offering (the "10% Notes").
(3) Includes options exercisable from June 28, 1996 until June 27, 2006 to
purchase 20,000 shares at $2.45 per share, 13,333 shares underlying 10%
Notes purchased by Joseph F. Dudziak in the principal amount of $50,000,
and 1,081 shares from accrued interest on the 10% Notes and 12,500 shares
underlying warrants issued in connection with the purchase of the 10%
Notes. Does not include 105,000 shares underlying the unvested portion of
Mr. Dudziak's options.
(4) Includes 15,000 shares underlying warrants issued in connection with the
purchase of the 10% Notes.
(5) William J. Collard has granted individual options to an employee of
Wyndgate to purchase all or any part of 1,633 of his shares of the Company,
exercisable until September 21, 2005.
(6) Includes 346,481 shares owned by Lori J. Willman, the spouse of Gerald F.
Willman, Jr. Gerald F. Willman, Jr. has granted individual options to
certain employees of Wyndgate to purchase all or any part of 109,434 of his
shares of the Company, exercisable until September 21, 2005.
(7) Includes 536,033 shares owned by Gerald F. Willman, Jr., the spouse of Lori
J. Willman.
(8) Includes 2,700 shares underlying warrants issued in connection with the
purchase of the 10% Notes, options exercisable from June 5, 1995 until June
4, 2005 to purchase 4,000 shares at $2.45 per share and options exercisable
from September 21, 1995 until September 20, 2005 to purchase 2,000 shares
at $2.45 per share. Does not include 44,000 shares underlying the unvested
portion of Mr. Valdez's options.
(9) On November 14, 1996, Michael I. Ruxin, William J. Collard, Gerald F.
Willman, Jr., Lori J. Willman, Timothy J. Pellegrini and Gordon Segal
(collectively, the "Shareholders") entered into a Proxy and Right of First
Refusal Agreement (the "Shareholders Agreement") with ODSI pursuant to
which each of the Shareholders granted an irrevocable proxy to ODSI to vote
their shares of the Company's Common Stock (i) in favor of a proposal to
approve any definitive agreement between the Company and ODSI relating to
the Technology, or (ii) on any other proposal relating to the sale of any
of the stock of the Company or all or substantially all of the assets of
the Company or any of the Technology, unless prior to the date of the
shareholders' meeting, the definitive agreement has been terminated under
certain conditions. Unless earlier terminated, the proxy granted by each of
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<PAGE>
the Shareholders expires November 14, 1997. Each of the Shareholders also
granted ODSI a right of first refusal to purchase the Shareholder's shares
until November 14, 1997, in the event such Shareholder proposes to
transfer, dispose of, or otherwise sell such Shareholder's shares to any
third party or grant to any third party an option or other right to buy any
shares of the Company's Common Stock held by such Shareholder.
(10) Includes 6,667 shares underlying warrants issued in connection with the 10%
Notes. Does not include 10,000 shares underlying unvested options.
(11) The Company consists of two divisions, Wyndgate Technologies ("Wyndgate")
and DataMed International ("DataMed"), both of which operate under their
respective trade names.
Change in Control
- -----------------
No change in control of the Company has occurred since the beginning of the
last fiscal year.
DIRECTORS AND EXECUTIVE OFFICERS
The following are the current directors and executive officers of the
Company:
<TABLE>
<CAPTION>
Officer or
Name Age Position Director Since
---- --- -------- --------------
<S> <C> <C> <C>
Michael I. Ruxin, M.D. 51 Chairman of the Board and 1989
CEO
Joseph F. Dudziak 59 President and COO 1995
William J. Collard 56 Secretary/Treasurer, 1995
Director and Wyndgate
President
Gerald F. Willman, Jr. 40 Director and Wyndgate 1995
Vice-President
Bart K. Valdez 34 Acting Chief Financial Officer 1996
and DataMed Director of
Operations
Gordon E. Segal 45 Director 1997
</TABLE>
MICHAEL I. RUXIN, M.D., the founder of the Company, has been an officer and
director of the Company since its incorporation in 1989 and is currently the
Chairman and Chief Executive Officer of the Company. From 1982 to 1994, Dr.
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<PAGE>
Ruxin was a director of GeriMed of America, Inc., a private company
administering senior health care centers. From 1985 to 1993, Dr. Ruxin was an
officer and director of CBL Medical, Inc. ("CBL"), a public company which
managed multiple medical groups, including Medcomp Medical Group which was a
group of small clinics owned by Dr. Ruxin. CBL focused on providing second
opinions on workers compensation claims. Dr. Ruxin left CBL management in 1988
to found the Company although he remained on the board of CBL due to his
continued ownership of clinics until 1993. Five years after Dr. Ruxin left CBL
management, in 1993, CBL filed a Petition under Chapter 7 of the Federal
Bankruptcy Code to liquidate due to a change in the workers compensation
regulations in the State of California. Dr. Ruxin received a B.A. degree from
the University of Pittsburgh and an M.D. degree from the University of Southern
California. Dr. Ruxin is a licensed physician in California and Colorado. He is
a member of the American Association of Medical Review Officers.
JOSEPH F. DUDZIAK has been President and Chief Operating Officer of the
Company since June 1995. From January 1993 to June 1995, he was employed as a
"site executive" with Analysts International Corporation, a contract consulting
firm engaged primarily in development and support of software. From August 1991
to December 1992, he was a self-employed executive consultant, during which time
he provided consulting services primarily to The Wyndgate Group, Ltd., which
merged with the Company in May, 1995, in the areas of product development and
marketing and the development of a business plan. For the 30 years prior to
August 1991, Mr. Dudziak was employed in various capacities (most recently as a
group Vice President) by Control Data Corporation ("CDC"), which was involved in
the computer systems, software and information management businesses.
WILLIAM J. COLLARD has been a director and the Secretary/Treasurer of the
Company and the President of the Wyndgate division since May 1995. From 1984 to
May 1995 he was president and a director of The Wyndgate Group, Ltd., and
responsible for directing the sales, operations and research and development
efforts of The Wyndgate Group, Ltd. From 1976 to 1984, Mr. Collard was the
executive director of Sigma Systems, Inc., a company that provides colleges and
other institutions with administrative computer applications. Mr. Collard
received a B.S. degree in Business Administration (Finance) and an M.S. degree
in Business Administration (Quantitative Methods) from California State
University.
GERALD F. WILLMAN, JR. has been a director of the Company and the Vice
President of the Wyndgate division since May 1995. Mr. Willman was director and
then a Vice President of The Wyndgate Group, Ltd., from 1984 to 1995 and was
responsible for the overall design and development of the products developed by
The Wyndgate Group, Ltd., including research of new technologies. Prior to his
employment at The Wyndgate Group, Ltd., he was employed as a development team
leader at Systems Research, Inc. Mr. Willman received a B.S. degree from Hampden
Sydney College and M.B.A. degree from National University.
BART K. VALDEZ, has been the Acting Chief Financial Officer of the Company
since June, 1997 and Director of Operations for DataMed since October, 1996. He
was Director of Finance and Operations and also acted as the Principal Financial
-5-
<PAGE>
Officer for the Company from June 1995 through mid-October 1996. Mr. Valdez
functions under the direct supervision of the President and is accountable for
the effective operations of the account management team, medical review, data
management, vendor management and information systems departments. From 1989 to
joining the Company in 1995, he was employed by Baxter International, Inc., a
medical supply and manufacturing company, most recently as Regional Director of
Operations for the Mountain Region. Mr. Valdez received a B.S. degree in
Management from Colorado State University and a M.B.A. degree in Finance from
the University of Colorado.
GORDON E. SEGAL, M.D., has been a director of the Company since April,
1997. Since December 1995, he has been co-founder and principal of M & S
Ventures, a privately held investment venture capital firm specializing in
biotechnology and health care companies. From January 1992 to December 1995, Dr.
Segal was a private venture capitalist. Dr. Segal received a B.A. degree in 1973
from Southern Methodist University and an M.D. degree in 1978 from the
University of Tennessee. Dr. Segal is a licensed physician in New York and is a
board certified anesthesiologist.
Significant Employee
- --------------------
The following employee makes a significant contribution to the business
of the Company:
L.E. "GENE" MUNDT, age 58, has been the Senior Vice President for Wyndgate
since February, 1996, where he is responsible for medical applications. Prior to
joining Wyndgate, from 1967 to 1996, Mr. Mundt was employed by Control Data
Systems, Inc., a computer hardware and software manufacturer, most recently as
the Director, Integration and Consulting Services, Central Region, North and
South America Operations. Mr. Mundt received a Bachelors degree in Math from the
University of Iowa.
The directors of the Company are elected to hold office until the next
annual meeting of shareholders or until a successor has been elected and
qualified. Officers of the Company are elected annually by the Board of
Directors and hold office until their successors are duly elected and qualified.
No arrangement or understanding exists between any of the above officers
and directors pursuant to which any one of those persons was selected to such
office or position. None of the directors hold directorships in other companies.
During the last fiscal year the Company's Board of Directors held four (4)
meetings and took unanimous action through nine (9) sets of minutes of action.
All directors attended all four meetings held.
The Company has no nominating committee.
-6-
<PAGE>
The Company's Audit/Systems Committee acts as the liaison between the
Company and its independent public accountants. Dr. Ruxin is currently the only
member of this committee. The Audit Committee did not hold any meetings during
1996. The Audit/Systems Committee is responsible for reviewing and approving the
scope of the annual audit undertaken by the Company's independent accountants
and will meet with the accountants to review the progress and results of their
work, as well as any recommendations the accountants may offer. The
Audit/Systems Committee will also review the fees of the independent accountants
and make recommendations to the Board of Directors as to the appointment of the
accountants. In connection with the Company's internal accounting controls, the
Audit/Systems Committee will review the internal audit procedures and reporting
systems in place at the Company and review their accuracy and adequacy with
management and with the Company's independent accountants.
The Company's Compensation Committee, which will recommend compensation
levels to the Board of Directors, consists of Dr. Ruxin and Mr. Collard who have
met once as a committee. The Compensation Committee will review salaries,
bonuses, and other forms of compensation for officers and key employees of the
Company and its subsidiaries, and will establish salaries, benefits, and other
forms of compensation for new employees. Included in the Compensation
Committee's responsibility is the issuance of stock bonuses and stock options
under the Company's two stock option/bonus plans. In addition, the Compensation
Committee will review other matters concerning compensation and personnel as the
Board of Directors may request. The Compensation Committee will design the
Company's compensation to enable the Company to attract, retain, and reward
highly qualified executives, while maintaining a strong and direct link between
executive pay, the Company's financial performance, and total stockholder
return. The Compensation Committee believes that officers and certain other key
employees should have a significant stake in the Company's stock price
performance under programs which link executive compensation to stockholder
return.
Family Relationships
- --------------------
There are no family relationships among the Company's officers and
directors.
Involvement in Certain Legal Proceedings
- ----------------------------------------
No officer, director, significant employee, promoter or control person of
the Company has been involved in any event of the type described in Item 401(d)
of Regulation S-B during the past five years.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"),
requires the Company's executive officers and directors, and persons who own
more than 10% of the outstanding common stock of the Company to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC") and Nasdaq. Based solely on its review of the copies of such reports
-7-
<PAGE>
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that during
fiscal 1996, its executive officers, directors and greater than ten percent
shareholders complied with all applicable filing requirements.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
- --------------------------
The following table sets forth information regarding compensation paid to
the Company's CEO and the other executive officers of the Company who received
in excess of $100,000 of salary and bonus from the Company during the fiscal
years ended December 31, 1994, 1995 and 1996:
<TABLE>
<CAPTION>
Annual Compensation ($$) Long Term Compensation
------------------------ ----------------------
Awards
------
Restricted
Name and Stock Option Other
Position Year Salary Bonus Awards & SARs Compensation
- ------------------ ---- ------ ----- ----------- ------ -------------
($$) ($$) ($$) (##) ($$)
<S> <C> <C> <C> <C> <C> <C>
Michael I. Ruxin, 1996 $195,000 -0- -0- -0- $ 16,520(1)
Chairman and CEO 1995 $190,000 -0- -0- -0- $ 16,520(1)
1994 $180,000 -0- -0- -0- $ 8,216(2)
Joseph F. Dudziak, 1996 $110,000 -0- -0- 25,000(3) $ 4,800(4)
President and COO 1995 $105,000 -0- -0- 100,000(3) $ 4,800(4)
1994 -0- -0- -0- -0- $ -0-
William J. Collard, 1996 $100,000 -0- -0- -0- $188,400(5)
Secretary/Treasurer 1995 $100,000 -0- -0- -0- $ 30,400(5)
and Director, 1994 $ 75,000 $100(6) -0- -0- $ -0-
Wyndgate President
</TABLE>
- ------------------
(1) Dr. Ruxin receives $5,000 per annum in life insurance premiums and a $960
per month car allowance.
(2) Dr. Ruxin received a car allowance of $368 per month, and $3,800 in life
insurance premiums.
(3) In June 1995, Mr. Dudziak received options to purchase 100,000 shares
exercisable at $2.45 per share. In September 1996, Mr. Dudziak received
options to purchase 25,000 shares exercisable at $2.50 per share. These
options vest at the rate of 20% per year. No value has been attributed to
these options since the exercise price was the estimated fair value of the
Company's shares at the time of grant.
(4) Mr. Dudziak receives $400 per month car allowance.
(5) Mr. Collard receives a $450 per month car allowance. In 1995, Mr. Collard
received $25,000 under his non-compete agreement. In 1996, Mr. Collard
received $175,000 under his non-compete agreement and reimbursement for a
vacation in the approximate amount of $8,000.
(6) In 1994, Mr. Collard received a performance bonus of $100.
Option Grants
- -------------
The following table sets forth certain information regarding options to
purchase shares of Common Stock issued to Executive Officers of the Company
during the fiscal year ended December 31, 1996:
-8-
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN 1996
Number of
Securities
Underlying % of Total Options
Options Granted to
Name Granted Employees in 1996 Exercise Price Expiration Date
---- ---------- ----------------- -------------- ---------------
<S> <C> <C> <C> <C>
Joseph F. Dudziak 25,000(1) 10.8% $2.50 09/30/06
Bart K. Valdez 30,000(2) 13.0% $2.50 09/30/06
</TABLE>
- ------------------
(1) Options to purchase 5,000 shares vest each year Mr. Dudziak remains in the
employ of the Company, beginning September 30, 1997 and continuing each
September 30 thereafter. Once vested, the options are exercisable for a ten
year period.
(2) Options to purchase 6,000 shares vest each year Mr. Valdez remains in the
emoloy of the Company, beginning September 30, 1997 and continuing each
September 30 thereafter. Once vested, the options are exercisable for a ten
year period.
There were no options exercised during the last fiscal year by the
Company's executive officers, and no value has been ascribed to their
unexercised options at December 31, 1996 as there was no public market for the
Company's Common Stock.
Employment Contracts and Termination of Employment
- --------------------------------------------------
The Company has entered into an employment agreement with Dr. Ruxin for a
period of five years commencing May 24, 1995. The initial term of this agreement
can be extended at the close of the second year for an additional two years
beyond the initial term (creating a term of seven years from May 24, 1995).
Under the agreement, Dr. Ruxin receives a salary of $190,000 per year and
certain other fringe benefits. Dr. Ruxin's employment agreement includes a
cost-of-living increase at the rate of 2 1/2% per annum, plus any other increase
which may be determined from time to time at the discretion of the Company's
Board of Directors. Pursuant to the employment agreement, Dr. Ruxin is provided
with a car on such lease terms to be determined by the Company, provided that
the monthly operating costs (including lease payments) to be paid by the Company
will not exceed $960. The agreement also includes a covenant not to compete for
which Dr. Ruxin was to be paid a lump sum of $115,000 on January 1, 1996. No
payments have been made in connection with the covenant not to compete. The
covenant not to compete will terminate the later of five years from the date of
the agreement or the term of the agreement; hence, the Company will not receive
any benefit from the covenant not to compete unless the agreement is terminated
prior to May 24, 2000. Dr. Ruxin has now agreed that such payment will have to
be made only if and when the Company has sufficient cash flow, as determined by
the Board of Directors. Dr. Ruxin's employment under the employment agreement
may be terminated by Dr. Ruxin upon the sale by the Company of substantially all
of its assets, the sale, exchange or other disposition of at least 40% of the
outstanding voting shares of the Company, a decision by the Company to terminate
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<PAGE>
its business and liquidate its assets, the merger or consolidation of the
Company with another entity or an agreement to such a merger or consolidation or
any other type of reorganization, or if the Company makes a general assignment
for the benefit of creditors, files for voluntary bankruptcy or if a petition
for the involuntary bankruptcy of the Company is filed in which an order for
relief is entered and remains in effect for a period of thirty days or more, or
if the Company seeks, consents to, or acquiesces in the appointment of a
trustee, receiver or liquidator of the Company or any material part of its
assets. Dr. Ruxin's employment under the employment agreement also may be
terminated by reason of Dr. Ruxin's death or disability or for cause as set
forth in the employment agreement. If the agreement is terminated by the Company
for any reason other than cause or permanent disability, the Company must pay
Dr. Ruxin a lump sum severance payment of $2.5 million.
On May 24, 1995, the Company also entered into a five year employment
agreement with William J. Collard which contains the same extension provision
and reasons for termination as does Dr. Ruxin's agreement, and provides for an
annual salary of $100,000. Mr. Collard's employment agreement includes a
cost-of-living increase at the rate of 2 1/2% per annum, plus any other increase
which may be determined from time to time at the discretion of the Company's
Board of Directors. Mr. Collard's agreement also contains a covenant not to
compete, with payments of $100,000 for the covenant to have been made on January
1, 1996 and May 24, 1996, respectively. Aggregate payments of $200,000 were made
as follows: $25,000 in December, 1995; $75,000 in January, 1996; and $100,000 in
May, 1996. The covenant not to compete will terminate the later of five years
from the date of the agreement or the term of the agreement; hence, the Company
will not receive any benefit from the covenant not to compete unless the
agreement is terminated prior to May 24, 2000. If Mr. Collard's agreement is
terminated by the Company for any reason other than cause or permanent
disability, the Company must pay him a lump sum severance payment of $2.5
million. Mr. Collard also receives a car allowance of $450 per month.
The Company also has an employment agreement with Gerald F. Willman, Jr.
which contains an extension provision for the term of the agreement and reasons
for termination similar to those of Dr. Ruxin and Mr. Collard with an annual
salary of $95,000, except the initial term is for three years commencing May 24,
1995 and the extension is for an additional two years. Mr. Willman's employment
agreement includes a cost-of-living increase at the rate of 2 1/2% per annum,
plus any other increase which may be determined from time to time in the
discretion of the Company's Board of Directors. The employment agreement
requires that if he is terminated by the Company for any reason other than cause
or permanent disability, the Company must pay Mr. Willman a lump sum severance
payment of $1.0 million. The Company has also agreed to reimburse Mr. Collard
for a vacation in the approximate amount of $10,000.
On June 28, 1995, the Company entered into a two year employment agreement
with Joseph F. Dudziak for a two year term pursuant to which Mr. Dudziak earns a
salary of $105,000 per year. Mr. Dudziak's employment agreement contains the
same reasons for termination as the other employment agreements described above,
but does not include the same extension provision or an annual cost-of-living
increase. However, if increased, his salary may not be decreased thereafter
during the term of the agreement without Mr. Dudziak's consent. If Mr. Dudziak's
employment is terminated by the Company for any reason other than for cause or
permanent disability, the Company is required to pay Mr. Dudziak his salary and
benefits for the full two years. Mr. Dudziak is entitled to certain incentive
compensation based on the Company's pre-tax profits for 1996, which were not
met. The agreement also grants Mr. Dudziak options to purchase an aggregate of
100,000 shares of the Company's Common Stock. Subject to early vesting in
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<PAGE>
options vest over a five year period at the rate of 20% per year and are
exercisable at $2.45 per share, which was the estimated fair value of the shares
at the time of grant. Mr. Dudziak receives a car allowance of $400 per month. In
May, 1997, the Company paid Mr. Dudziak approximately $25,000 for moving
expenses incurred in 1995 in connection with his employment by the Company.
On February 8, 1996, the Company entered into an employment agreement with
L. E. "Gene" Mundt for a three year term pursuant to which Mr. Mundt earns a
salary of $95,000 per year. Mr. Mundt's employment agreement contains the same
reasons for termination as the other employment agreements described above, but
does not include an extension provision or an annual cost-of-living increase. If
Mr. Mundt's salary is increased, it may not be decreased thereafter during the
term of the agreement without Mr. Mundt's consent. If Mr. Mundt's employment is
terminated for any reasons other than for cause or permanent disability, the
Company is required to pay Mr. Mundt his salary and benefits for the full three
year period. Mr. Mundt is entitled to certain incentive compensation based on
the Company's pre-tax profits for 1996. The agreement also grants Mr. Mundt
options to purchase an aggregate of 75,000 shares of the Company's Common Stock
at an exercise price of $3.75 per share which was the estimated fair value of
the shares at the time of grant. Under the terms of the agreement, Mr. Mundt
receives non-qualified stock options to purchase 25,000 shares of Common Stock
which are exercisable for ten years from the date of the agreement and incentive
stock options to purchase 50,000 shares of common stock which, subject to early
vesting in certain circumstances, vest over a five year period at the rate of
20% per year. Mr. Mundt receives a car allowance of $400 per month. During 1996,
the Company paid Mr. Mundt approximately $42,000 for moving expenses.
The Company also has an employment agreement with Bradley V. Maberto which
contains an extension provision for the term of the agreement and reasons for
termination similar to those of Mr. Willman. The agreement provides for an
annual salary of $55,000. The initial term for the agreement is three years
commencing on May 24, 1995 and the extension is for an additional two years. Mr.
Maberto's employment agreement includes a cost-of-living increase at the rate of
2 1/2% per annum, plus any other increase which may be determined from time to
time in the discretion of the Company's Board of Directors. The agreement
requires that if Mr. Maberto is terminated by the Company for any reason other
than cause or permanent disability, the Company must pay Mr. Maberto a lump sum
severance payment of $1.0 million.
Compensation of Directors
- -------------------------
STANDARD ARRANGEMENTS. Members of the Company's Board of Directors are not
compensated in their capacities as directors. However, the Company reimburses
all of its officers, directors and employees for accountable expenses incurred
on behalf of the Company.
OTHER ARRANGEMENTS. The Company has no other arrangements pursuant to which
any director of the Company was compensated during the year ended December 31,
1996.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
In May 1996, Gordon Segal, Michael I. Ruxin, William J. Collard, Joseph F.
Dudziak and Bart K. Valdez, officers and directors of the Company, purchased 10%
Notes in the principal amounts of $25,000, $25,000, $60,000, $50,000 and
$11,200, respectively, in the 10% Note offering by the Company. Drs. Segal and
Ruxin and Messrs. Collard, Dudziak and Valdez were also issued warrants to
purchase 6,250, 6,250, 15,000, 12,500 and 2,800 shares of the Company's Common
Stock, respectively, at $3.75 per share in connection with their purchase of the
10% Notes. The purchases of the 10% Notes were on the same terms and conditions
as purchases by non-affiliates. In March 1997, Drs. Segal and Ruxin, and Messrs.
Collard and Valdez were repaid the principal amounts of their 10% Notes, plus
interest thereon. Joseph F. Dudziak converted his 10% Note, plus the accrued
interest thereon, into a total of 14,414 shares of Common Stock ($3.75 per
share).
The Board of Directors of the Company has adopted resolutions that no
business transaction, loan or advance will be made by the Company to any
officer, director or holder of more than 5% of the Company's Common Stock, or
any affiliate thereof, unless it has been established that a bona fide business
purpose exists, that all future transactions between the Company and its
officers, directors, or principal shareholders, or any affiliate of any of such
person, must be approved or ratified by a majority of the disinterested
directors of the Company, and the terms of such transaction must be no less
favorable to the Company than could have been realized by the Company in an
arms-length transaction with an unaffiliated person. The Company believes that
all ongoing transactions with the Company's affiliates are on terms no less
favorable than could be obtained from unaffiliated third parties.
The Board of Directors of the Company has also adopted a resolution that
provides that the areas of business in which the Company shall be interested for
the purpose of the doctrine of corporate opportunities shall be the business of
information management software products and services. Any business opportunity
which falls within such areas of interest must be brought to the attention of
the Company for acceptance or rejection prior to any officer or director of the
Company taking advantage of such opportunity. Any business opportunity outside
such areas of interest may be entered into by any officer or director of the
Company without the officer or director first offering the business opportunity
to the Company.
Dr. Ruxin personally guaranteed the Company's $1 million line of credit
which was repaid from proceeds of the Company's February 1997 public offering
and various leases totaling approximately $1.2 million.
On May 5, 1995, the shareholders of the Company approved a loan in the
amount of $161,500, with interest at 8% per annum, made by the Company to Sonya
M. Levine, the wife of Michael I. Ruxin, in 1994, which had not previously been
approved by the shareholders in accordance with Colorado corporate law.
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<PAGE>
Effective June 30, 1995, the Company forgave Ms. Levine's note in consideration
of the forgiveness of a note payable by the Company to Dr. Ruxin in the same
amount and at the same interest rate as Ms. Levine's note.
In June 1995, the Company agreed to pay approximately $35,000 in tax
liability incurred by the shareholders of The Wyndgate Group, Ltd. (an "S"
corporation) in connection with the merger between The Wyndgate Group, Ltd. and
the Company.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The following four (4) persons are to be nominated as directors of the
Company for a term of one year and until the election and qualification of their
successors: Michael I. Ruxin, M.D., William J. Collard, Gerald F. Willman, Jr.
and Gordon E. Segal. These four nominees for directors constitute the Company's
current Board of Directors. The persons named in the proxy intend to vote for
Dr. Ruxin and Messrs. Collard, Willman and Segal who have been recommended for
election by the Board of Directors of the Company, unless a shareholder
withholds authority to vote for any or all of the nominees. If any nominee is
unable to serve or, for good cause, will not serve, the persons named in the
proxy reserve the right to substitute another person of their choice as nominee
in his place. Each of the nominees has agreed to serve if elected.
Information About Director Nominees
- -----------------------------------
For information about the director nominees, see DIRECTORS AND
EXECUTIVE OFFICERS.
Vote Required
- -------------
Each shareholder entitled to vote at the meeting has the right to vote the
number of shares held by him for each of the four (4) director nominees.
Election of the director nominees requires the affirmative vote of a majority of
the votes cast at the Annual Meeting.
COMPANY'S RELATIONSHIP WITH
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
A representative of Ernst & Young LLP, Denver, Colorado, the Company's
independent certified public accountants, may be present at the Annual Meeting
to respond to appropriate questions and to make a statement if he so desires.
The Company intends to select Ernst & Young LLP as its independent certified
public accountants to perform an audit of the accounts of the Company for the
fiscal year ending December 31, 1997.
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<PAGE>
FINANCIAL INFORMATION
A copy of the Company's Annual Report for the fiscal year ended December
31, 1996, including Audited Financial Statements, and its Form 10-Q for the
quarter ended March 31, 1997 are being sent to shareholders with this Proxy
Statement.
OTHER MATTERS
Management does not know of any other matters to be brought before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the appointees named in the enclosed form of proxy to vote in
accordance with their best judgment on such matters.
SHAREHOLDER PROPOSALS
Any shareholder proposing to have any appropriate matter brought before
the 1998 Annual Meeting of Shareholders must submit such proposal in accordance
with the proxy rules of the Commission. Such proposals should be sent to the
Secretary of the Company not later than February 24, 1998 to be considered for
inclusion in the 1998 Proxy Statement.
By Order of the Board of Directors:
GLOBAL MED TECHNOLOGIES, INC.
Date: June 26, 1997 Michael I. Ruxin, M.D.
Chairman of the Board of
Directors
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- -------------------------------------------------------------------------------
PROXY
- ------------------------------------------------------------------------------
GLOBAL MED TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 10, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS: That the undersigned shareholder of Global
Med Technologies, Inc. (the "Company") hereby constitutes and appoints Michael
I. Ruxin, M.D. and Joseph F. Dudziak, or either of them, as attorneys and
proxies to appear, attend and vote all of the shares of the Common Stock of
Global Med Technologies, Inc. standing in the name of the undersigned at the
Annual Meeting of Shareholders of Global Med Technologies, Inc. to be held at
the Company's office at 12600 West Colfax, Suite A-500, Lakewood, Colorado
80215, on July 10, 1997, at 10:00 a.m., Mountain Time, and at any adjournment or
adjournments thereof:
1. To elect the following four (4) directors to serve until the next Annual
Meeting of Shareholders and until their successors have been elected and
qualified: Michael I. Ruxin, William J. Collard, Gerald F. Willman, Jr. and
Gordon Segal. (Each shareholder entitled to vote at the meeting has the right to
vote the number of shares held by him for each of the four (4) director
nominees. Election of the director nominees requires the affirmative vote of a
majority of the votes cast at the Annual Meeting.)
For all nominees
-------.
Withhold authority to vote for all nominee(s)
------.
Withhold authority to vote for nominee(s) named below:
-------------------------------
-------------------------------
2. To transact such other business as may properly come before the meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH
RESPECT TO PROPOSAL ONE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
HEREBY WILL BE VOTED FOR PROPOSAL ONE. THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS.
<PAGE>
Please mark, date and sign your name exactly as it appears hereon and
return the Proxy in the enclosed envelope as promptly as possible. It is
important to return this Proxy properly signed in order to exercise your right
to vote if you do not attend the meeting and vote in person. When signing as
agent, partner, attorney, administrator, guardian, trustee or in any other
fiduciary or official capacity, please indicate your title. If stock is held
jointly, each joint owner must sign.
Date: ____________, 1997
-----------------------------------------
Signature(s)
Address if different from that on label:
-----------------------------------------
Street Address
-----------------------------------------
City, State and Zip Code
-----------------------------------------
Number of shares
Please check if you intend to be present at the meeting:
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