<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 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Revised Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
STERILE RECOVERIES, 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)(1) 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:
(4) Date Filed:
<PAGE> 2
STERILE RECOVERIES, INC.
SUPPLEMENT DATED APRIL 23, 1998
TO PROXY STATEMENT DATED APRIL 7, 1998
FOR THE ANNUAL MEETING TO BE HELD
MAY 19, 1998
A Proxy Statement soliciting proxies by the Board of Directors of Sterile
Recoveries, Inc. (the "Company") to be voted at the Annual Meeting of
Shareholders to be held at 10:00 a.m. on May 19, 1998, was mailed to the
Company's shareholders on April 7, 1998. This Supplement supplements information
in the Proxy Statement regarding the 1998 Stock Option Plan proposed to be
approved by the Company's shareholders as Proposal No. 2 (page 5 of the Proxy
Statement).
PROPOSAL NO. 2
APPROVAL OF 1998 STOCK OPTION PLAN
The 1998 Stock Option Plan provides for the granting to employees of the Company
of options to purchase up to 300,000 shares of the Company's common stock.
--------------------------------------
IMPORTANT: All shareholders are urged to sign and return the enclosed proxy as
promptly as possible in the postage prepaid envelope enclosed for that purpose.
This proxy will replace the proxy enclosed with the April 7 mailing of the Proxy
Statement, which will not be counted. Any shareholder attending the Annual
Meeting may vote in person even if he or she has not returned a proxy.
<PAGE> 3
APPENDIX
1998 ANNUAL MEETING OF SHAREHOLDERS OF
STERILE RECOVERIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(UNDER PROXY STATEMENT SUPPLEMENT DATED APRIL 23, 1998)
The undersigned hereby appoints Bertram T. Martin, Jr. and James T.
Boosales, and each of them, as proxies, each with full power of substitution, to
represent and to vote all shares of voting common stock of STERILE RECOVERIES,
INC., a Florida corporation (the "Company"), at the Annual Meeting of
Shareholders of the Company to be held on Tuesday, May 19, 1998, at 10:00 a.m.,
EST, and at any adjournment thereof:
1. Election of directors for terms expiring in 2001:
<TABLE>
<S> <C> <C> <C>
[ ] FOR THE ELECTION OF BERTRAM T. MARTIN, JR. AND WAYNE [ ] WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES
R. PETERSON
(the "Nominees") for terms expiring in 2001
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. Approval of the Company's 1998 Stock Option Plan (page 5).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Appointment of Grant Thornton LLP as the Company's auditors (page 8).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on reverse side)
(Continued from other side)
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR the Nominees, FOR the approval of the Company's 1998 Stock Option
Plan, and FOR the appointment of Grant Thornton LLP as the Company's auditors.
DATED: , 1998
------------------
------------------------------
Signature of Shareholder
------------------------------
Signature of Shareholder if
held jointly
Please sign exactly as name
appears on this proxy. If
shares are owned by more than
one person, all owners should
sign. Persons signing as
executors, administrators,
trustees or in similar
capacities should so indicate.
If a corporation, please sign
full corporate name by the
president or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
Do you plan to attend the Annual Meeting? [ ] YES [ ] NO
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE.
