<PAGE>
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 ( )
( ) 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
SERACARE, 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)(i) 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):
---------------------------------------------------------------------
(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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1
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SERACARE, INC.
1925 Century Park East, Suite 1970
Los Angeles, California 90067
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 1, 1999
-----------------------------------
The Annual Meeting of Stockholders of SeraCare, Inc. will be held on
Wednesday, December 1, 1999 at 9:00 AM local time at the Corporate Offices
located at 1925 Century Park East, Suite 1970. The purpose of the meeting
is:
1. To elect eight directors to serve one-year terms and until their successors
are duly elected and qualified.
2. To consider and act upon such other business and matters or proposals as
may properly come before said Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 22, 1999
as the record date for determining the stockholders having the right to
receive notice of and to vote at said Annual Meeting.
By Order of the Board of Directors
Jerry L. Burdick
Secretary
Los Angeles, California
October 22, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN,
DATE AND MAIL PROMPTLY THE ENCLOSED PROXY WHICH IS BEING SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS. A RETURN ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT PURPOSE.
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SERACARE, INC.
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF STOCKHOLDERS
----------------------
DECEMBER 1, 1999
This Proxy Statement is furnished in connection with the solicitation by and on
behalf of the Board of Directors of SeraCare, Inc. (the "Company") of proxies
for use at the Annual Meeting of Stockholders of the Company to be held,
pursuant to the accompanying Notice of Annual Meeting, on Wednesday, December 1,
1999 at 9:00 AM local time (the "Annual Meeting"). The purposes of the meeting
are:
- - To elect eight directors to serve a term of one year and until their
successors are duly elected and qualified.
- - To consider and act upon such other business and matters or proposals as
may properly come before said Annual Meeting or any adjournment thereof.
If a stockholder specifies in the Proxy accompanying this Proxy Statement (the
"Proxy") how it is to be voted, it will be voted in accordance with such
specification, but any Proxy which is signed and returned and which does not
specify how it is to be voted will be voted: (i) for the election of the
nominees for directors named herein; and (ii) in the discretion of the persons
named in the proxy card on any other proposals to properly come before the
meeting or any adjournment thereof. Any stockholder giving a Proxy in the
accompanying form retains the power to revoke it at any time before it is
exercised by delivering a written revocation to the Secretary of the Company, by
executing and returning to the Company a proxy bearing a later date or by
attending the Annual Meeting and voting his or her shares in person. Any
stockholder who attends the Annual Meeting in person will not be deemed thereby
to revoke the stockholder's Proxy unless such stockholder affirmatively
indicates his or her intention to vote the shares in person.
The Company's principal executive offices are located at 1925 Century Park East,
Suite 1970, Los Angeles, California. The Company mailed this Proxy Statement and
the Proxy on or about October 29, 1999 to its stockholders of record at the
close of business on October 22, 1999.
ANNUAL REPORT AND INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Annual Report to Stockholders for the fiscal year ended February
28, 1999, including financial statements and the report of BDO Seidman LLP
thereon, is being mailed herewith to each of the Company's stockholders of
record at the close of business on October 22, 1999. At present the Company does
not anticipate that a representative of BDO Seidman LLP will be at the meeting.
It is the practice of the Company's Board of Directors at its first meeting
following the Annual Meeting of Stockholders to approve independent certified
public accountants for the next twelve months. The Audit Committee is currently
evaluating selection alternatives for the year ending February 28, 2000.
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VOTING
The holders of record of shares of Common Stock of the Company at the close of
business on October 22, 1999 may vote at the Annual Meeting. On that date, there
were 8,369,418 shares of Common Stock outstanding and entitled to vote, and a
majority, or 4,184,709 of these shares, will constitute a quorum for the
transaction of business. Each share of Common Stock entitles the holder thereof
to one vote on all matters to come before the meeting, including the election of
directors. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but are not treated as a vote cast on any matter.
As long as a quorum is present in person or by proxy at the Annual Meeting, the
Directors shall be elected by a plurality of the votes cast at the Annual
Meeting, and the director nominees who receive the greatest number of votes at
the Annual Meeting (up to the number of directors to be elected) will be
elected.
INFORMATION AS TO ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors shall consist of not
less than one or such other number as may be determined from time to time by the
Board of Directors of the Company at a duly held meeting thereof. The Board of
Directors has currently fixed the number of directors at eight. In the event
that any of the nominees becomes unavailable (which is not now anticipated by
the Company), the vacancy shall be filled by a vote of a majority of the
remaining directors then in office, to serve until the next Annual Meeting of
Stockholders or Special Meeting of Stockholders or until their successors are
duly elected and qualified. The Board of Directors has no reason to believe that
any of the nominees will be unable or unwilling to serve if elected.
Each of the following directors has been nominated for reelection at the Annual
Meeting:
BARRY D. PLOST, age 53, has served as Chairman, President and Chief Executive
Officer of the Company since February 6, 1996. Prior to joining the Company, Mr.
Plost was a Management Consultant with the management consulting firm of David
Barrett, Inc. for the period January 1995 until February 6, 1996. Mr. Plost was
President and Chief Executive Officer of Country Wide Transport Services, Inc.,
a logistics company, from 1991 through 1994, and President and Chief Operating
Officer of Freymiller Trucking, Inc., a trucking company, from 1979 through
1991.
JERRY L. BURDICK, age 60, has served as Executive Vice President, Secretary and
a Director since December 1, 1995 and served as the Chief Financial Officer from
December 1, 1995 until September 8, 1999, when he assumed the responsibilities
of Executive Vice President of Administration. From August 1993 through November
1995, Mr. Burdick was a consultant to SeraCare, Inc. and served as the acting
Controller and Chief Financial Officer. Mr. Burdick is a Certified Public
Accountant in the State of California and has held senior financial positions at
various companies including International Rectifier Corporation and Getty Oil
Company.
SAM ANDERSON age 63, was elected a Director effective April 16, 1996. Since
April of 1996, Mr. Anderson has also been a consultant to SeraCare, Inc. From
March 1990 to March 1991, Mr. Anderson served as president of Trancel, Inc., a
start-up bio-tech development company and prior to that served as Chairman and
Chief Executive Officer of Alpha Therapeutic Corporation, a manufacturer of
pharmaceutical products and one of the largest plasma
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collection company and fractionator in the world, until he retired in February
1990.
M. EZZAT JALLAD, age 37, was elected a Director effective October 28, 1996. Mr.
Jallad has been President of ACQUEST Corporation since June 1995. Previously, he
was Executive Vice President of FCIM Corporation, a financial consulting firm,
from April 1988 to May 1995.
DR. NELSON TENG, age 51, was elected a Director effective January 29, 1997. Dr.
Teng has been the Director of Gynecologic Oncology and Associate Professor of
Gynecology and Obstetrics at Stanford University School of Medicine since 1981.
Dr. Teng also co-founded ADEZA Biomedical in 1984, and UNIVAX Biologics in 1988.
In addition, Dr. Teng has served as a scientific advisor and consultant to
several biotechnology companies and venture capital firms and has authored over
100 publications and 15 patents. Dr. Teng serves on several other boards of
directors.
MICHAEL F. CROWLEY, SR., age 56, was elected a Director effective April 15, 1998
and has also served as President of the Western States Plasma Division of the
Company since February 1998. Mr. Crowley founded Western States Group in 1983.
Prior to that, Mr. Crowley worked for 12 years for Baxter International, Inc.
from 1970 to 1982 and served first as Sales and Operations Manager in Baxter's
international division in England and later as Director of Operations for
Baxter's diagnostic division, Hyland Laboratories, a pharmaceutical company.
WILLIAM J. CONE, age 49, was elected a Director effective April 15, 1998 and has
also served as President of the Consolidated Technologies Division of the
Company since February 1998. Mr. Cone joined Consolidated Technologies, Inc. in
1972 (three years after his father founded the company in 1969) and was
President and sole shareholder of the company from 1988 until February 1998. Mr.
Cone attended Southwest Texas State University where he majored in microbiology.
ROBERT J. CRESCI, age 55, was elected a Director effective April 15, 1998 and
has been a Managing Director of Pecks Management Partners Ltd., an investment
management firm, since 1990. Mr. Cresci currently serves on the boards of EIS
International, Inc., Sepracor, Inc., Arcadia Financial, Ltd., Aviva Petroleum
Ltd., Film Roman, Inc., Quest Education Corporation, Castle Dental Centers,
Inc., Candlewood Hotel Co. Inc., SeraCare, Inc., and several private companies.
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board of Directors of the Company, which held nine meetings during the
fiscal year ended February 28, 1999, has the following committees:
The COMPENSATION COMMITTEE consists of Messrs. Jallad and Anderson. It is the
responsibility of the Compensation Committee: to administer the 1998 Stock
Option Plan; to administer the Company's bonus plans; to determine the
compensation of the Chief Executive Officer and other executive officers of the
Company; and to advise the Board of Directors on compensation matters.
The AUDIT COMMITTEE consists of Messrs. Cresci, Teng and Jallad. It is the
responsibility of the Audit Committee: to make recommendations to the Board of
Directors with regard to the selection of the Company's independent auditors; to
review the Company's financial statements and the results of the independent
audit; to review the adequacy of internal controls; and to advise the Board of
Directors on any such matters as may need corrective action.
Each director of the Company attended more than 75% of the aggregate of (1) all
meetings of the Board held during the period during which he or she was a
director and (2) all meetings of
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each committee of which he or she was a member during the fiscal year just
ended.
Each non-employee director is reimbursed for the out-of-pocket costs of
attending meetings of the Board. The Company has paid no annual fees or
attendance fees to directors, but has granted stock options to non-employee
directors based upon their active participation in the strategic planning
process, the product development programs and customer relations of the Company.
SAM Anderson, an outside Director, has a consulting agreement with the Company
which runs through March 31, 2002 at $50,000 per year plus fully vested options
to purchase 30,000 shares of the Company's common stock at $1.50 per share which
expire in five years. Mr. Anderson also was granted fully vested, five year
options to purchase 20,000 shares of the Company's common stock at $1.00 per
share in conjunction with a $100,000 bridge loan Mr. Anderson made to the
Company on July 2, 1996 and on August 27,1997 was granted fully vested five year
options to purchase 100,000 shares at $2.25, and on December 31, 1998 was
granted fully vested five year options to purchase 15,000 shares at $4.25. DR.
NELSON TENG was granted fully vested, five-year options to purchase 50,000
shares of the Company's common stock at $1.50 per share in January 1997. He was
also granted fully vested, five-year options to purchase 15,000 shares at $2.25
on August 27, 1997 and fully vested, five-year options to purchase 15,000 shares
at $4.25 on December 28, 1998. EZZAT JALLAD was granted fully vested five-year
options to purchase 15,000 shares at $2.25 on August 27, 1997 and fully vested
five-year options to purchase 15,000 shares at $4.25 on December 28, 1998.
ROBERT CRESCI was granted fully vested five-year options to purchase 15,000
shares at $4.25 on December 28, 1998. The Company has key man insurance on Barry
D. Plost, Michael F. Crowley, Sr., and William J. Cone. There are no family
relationships among any of the directors or executive officers of the Company.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation and other consideration
paid by the Company to its executive officers whose cash compensation exceeded
$100,000.
<TABLE>
<CAPTION>
PAID PAID PAID
FISCAL FISCAL FISCAL
NAME AND PRINCIPAL POSITION 1999 1998 1997 OPTIONS OTHER
- --------------------------- ------------------------------------------------------- ------
<S> <C> <C> <C> <C> <C>
(8)Barry D. Plost, President, $225,000 $172,115 $124,167 156,147(1) (7)(6)
Chairman and CEO 150,000(2)
100,000(3)
130,000(4)
1,058,500(5)
(9)Jerry L. Burdick, $140,000(11) $125,000 $ 83,749 99,110(10) (7)(6)
Executive V. P., Secretary and CFO
</TABLE>
- --------------------
(1) Of these, 56,147 are fully vested five-year options granted on February 6,
1996 at a price of $1.25 and 100,000 are fully vested five-year options
granted on August 27, 1997 at a price of $3.00.
(2) These options were granted on February 6, 1996. The prices are 50,000 at
$1.00, 50,000 at $2.00, and 50,000 at $3.00 per share. These options were
fully vested in January 1997 and expire January 2002.
(3) These options were granted on February 6, 1996 and are fully vested at
$1.00 per share, which expire at the end of five years.
(4) Mr. Plost was granted on July 2, 1996 and July 17 1996 fully vested five
year options to purchase 130,000 shares of the Company's common stock at and
exercise price of $1.00 per
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share in conjunction with a $400,000 bridge loan Mr. Plost made to the
Company on July 2, 1996 and a $50,000 bridge loan he made to the Company
on July 17, 1996. The options granted represented 100% of the options
granted employees in the year 1997.
(5) Mr. Plost was granted at various times throughout fiscal year 1998 fully
vested options to purchase 1,058,500 of the Company's common stock at prices
ranging from $2.00 to $3.50, which was the fair market value of the shares
on the grant date. These options were granted in conjunction with various
bridge loans made by Mr. Plost to the Company.
(6) The Company has established a Management Bonus Pool whereby ten percent
(10%) of earnings before taxes which are in excess of $920,549 in the year
ending February 28, 1997; $2,590,160 in the year ending February 28, 1998,
and $4,384,187 in the year ending February 28, 1999 will be allocated to a
bonus pool to be paid pro rata to all officers of the Company on the basis
of salaries.
(7) To the extent that quarterly earnings before taxes exceed $100,000, the
excess will be paid on a pro-rata basis to all officers up to an annual
maximum of $10,000 each.
(8) Effective on February 6, 1996, the Company signed an employment agreement
with Mr. Plost through February 5, 1999. The agreement was amended on
February 13, 1998, providing for a current annual salary of $225,000.
Mr. Plost also participates in the Management Bonus Pool on the same basis
as other officers of the Company during the term of his agreement and also
received certain options as indicated. Mr. Plost was not an employee prior
to February 6, 1996.
(9) Effective on February 6, 1996, the Company signed an employment agreement
with Mr. Burdick through February 5, 1999. The agreement was amended on
February 13, 1998, providing for a current annual salary of $140,000. Mr.
Burdick also participates in the Management Bonus Pool on the same basis as
other officers of the Company during the term of his agreement and also
received stock options as indicated above. Mr. Burdick functioned as an
accountant and consultant to the Company prior to February 6, 1996.
(10)Of these, 42,110 are fully vested five year options granted on February 6,
1996 at a price of $1.25; 25,000 are fully vested five year options granted
on April 10, 1997 at a price of $2.00; and 32,000 are fully vested five year
options granted on December 28, 1998 at a price of $4.25.
(11)Excludes auto allowance of $10,000.
AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY- VALUES END
OPTION/SAR
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS AT OPTIONS AT
NAME AND PRINCIPAL POSITION ON EXERCISE REALIZED YEAR-END (1) YEAR-END(1)
- --------------------------- --------------- -------- ----------------- -------------
<S> <C> <C> <C> <C>
Barry D. Plost, President, NA NA 56,147 $ 259,680
Chairman and CEO 100,000 $ 287,500
150,000 $ 581,250
100,000 $ 487,500
130,000 $ 633,750
858,500 $ 3,210,688
Jerry L. Burdick, NA NA 99,110 $ 343,634
Executive V. P., Secretary and CFO
</TABLE>
(1) As of February 28, 1999, there were no options that were unexercisable.
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OPTIONS/SAR GRANTS LAST FISCAL YEAR
During the current year Mr. Jerry L. Burdick was granted 32,000 fully vested
five-year options on December 28, 1998 at a price of $4.25 which represented 52%
of the individual grants to employees during the year. During the preceding
year, Mr. Barry D. Plost, the President and CEO, was granted fully vested
five-year options to purchase shares at $3.00 on August 27, 1997 which
represented 80% of the individual grants during the year and Mr. Jerry L.
Burdick was granted fully vested five year options to purchase 25,000 shares at
a price of $2.00 on April 10, 1997, which represented 20% of the individual
grants during the year. Subsequent to year-end on March 24, 1999, the Company
granted Mr. Plost options to purchase 839,011 shares of common stock at an
exercise price of $4.25 per share in connection with certain bridge loans made
to the Company. In addition, the Company granted Mr. Burdick options to purchase
25,000 shares of common stock at an exercise price of $5.25 per share on the
same date.
EMPLOYMENT AGREEMENTS
The Company had employment agreements with each of the executive officers of
the Company, consisting of: Mr. Barry D. Plost, Chairman, President and Chief
Executive Officer; and Mr. Jerry L. Burdick, Executive Vice President and
Secretary. The employment agreements with both Mr. Plost and Mr. Burdick were
effective on February 6, 1996 and had terms expiring on February 5, 1999. On
January 27, 1999, the Board of Directors extended the contract of Mr. Plost
by three years to February 5, 2002. Mr. Plost is currently receiving a base
salary of $250,000. The Board of Directors also extended the contract of Mr.
Burdick for one year to February 5, 2000. Mr. Burdick is currently receiving
a base salary of $140,000. Both Mr. Plost and Mr. Burdick are eligible to
participate in the management incentive bonus plan if the Company achieves
certain performance objectives. Subsequent to year-end, the Company announced
the appointment of Mr. James Linesch as Chief Financial Officer, effective
September 8, 1999. In conjunction with such appointment, the Company entered
into a one-year employment agreement with Mr. Linesch. Compensation under
such agreement includes an annual base salary of $140,000, an auto allowance
of $750 per month and five year options to purchase 100,000 shares of common
stock at an exercise price of $4.25.
Discretionary compensation awards for executives, including stock options are
made solely by the Board of Directors.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's common shares at February 28,
1999 of each present director, all officers, all officers and directors as a
group and each beneficial owner of more than 5% of the Company's common stock.
8
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<TABLE>
<CAPTION>
PRESENTLY
% OF COMMON EXERCISABLE
INDIVIDUAL/GROUP CLASS SHARES OPTIONS
- ------------------------------------------------------- -------------- -----------
<S> <C> <C> <C>
Barry D. Plost, President & Chairman 19.8% 393,034 1,394,647
Jerry L. Burdick, Exe VP & Dir 2.2% 72,647 99,110
Nelson Teng, Director 5.1% 315,000 80,000
Samuel Anderson, Director 4.6% 191,913 165,000
Ezzat Jallad, Director 0.7% 25,000 30,000
Robert Cresci 0.2% 15,000
All Officers and Directors 35.3% 998,863 1,783,757
Other beneficial owners:
Brad Gaspard 5.8% 441,582
Pecks Management Partners, Ltd 21.6% - 2,100,572
Consolidated Technologies, Inc. 5.7% 436,364
</TABLE>
Of the issued and outstanding shares as of May 1, 1999, no person or entity owns
or controls 10% or more of the Company's common stock.
CERTAIN TRANSACTIONS
TRANSACTIONS INVOLVING OFFICERS, DIRECTORS AND RELATED PARTIES
BRIDGE LOANS
In September 1998, the Company entered into an agreement with a related party,
approved by the Board of Directors, which provided for a bridge loan of
$1,250,000. Interest was payable monthly at eleven and one-half percent per
annum. In December 1998, the bridge loan was repaid in full and the company
issued 193,750 five-year warrants to purchase shares at $4.50 in accordance with
the terms of such bridge loan.
In January 1998, the Company entered into agreements with related parties,
approved by the Board of Directors, which provided for bridge loans totaling
$599,000. The related parties consisted of: Sam Anderson, a director who loaned
$133,000; Dr. Nelson Teng, a director who loaned $130,000; Chang Ming Teng,
father of Dr. Nelson Teng who loaned $50,000; Ezzat Jallad, a director who
loaned $50,000; Stranco Investments Ltd, an investment fund managed by Ezzat
Jallad a director which loaned $200,000; and Peggy Burdick, wife of Jerry
Burdick an officer and director who loaned $36,000. Interest was payable monthly
at ten percent per annum. In connection with the 1998 bridge loans, the Company
granted the holders warrants to purchase 599,000 shares of restricted common
stock at an exercise price of $3.50, which approximated the fair market value of
the shares on the date of grant. In February 1998, these warrants were exchanged
for 299,500 shares of restricted common stock. Except for $80,000 to Nelson Teng
and $43,000 to Samuel Anderson, the loans were repaid in May 1998.
RELATED PARTY TRANSACTIONS
During the fiscal year ended February 29, 1999, the Company had sales of 629,547
to a related party of which the outstanding balance at August 31, 1999 was
$616,477. The Company also had sales to a company that is majority-held by a
Director of $951,920 of which the outstanding balance at August 31, 1999 was
$951,920.
9
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PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual meeting of
stockholders must be received by the Company at its principal executive offices
by May 4, 1999 for inclusion in the proxy statement and form of proxy relating
to that meeting and must comply with the applicable requirements of the federal
securities laws. Shareholder proposals intended to be presented at the next
annual meeting of stockholders but submitted outside the processes of Rule 14a-8
under the Securities Exchange Act of 1934 (i.e., a proposal which is not
submitted for inclusion in the Company's proxy statement) must be received by
the Company at its principal executive office by July 19, 2000 to be considered
timely under the Securities and Exchange Commission's proxy rules.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
Exchange Commission (SEC) initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Executive
officers, directors and greater-than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company during the fiscal years ended February 28, 1997
through 1999, all Section 16(a) filing requirements applicable to its executive
officers, directors, and greater-than ten percent beneficial owners have been
satisfied.
Messrs. Plost, Burdick, Anderson, Teng and Jallad, Ms. Susan Preston (a former
director of the Company) and Messrs. Brian Olson and Brad Rabe (former executive
officers of the Company) each filed a delinquent Form 3 - Initial Statement of
Beneficial Ownership on February 25, 1998, except for Ms Preston, who reported
the required information on a Form 5 - Annual Statement of Beneficial Ownership
("Form 5") filed with the SEC on April 14, 1998.
Mr. Plost filed his initial Form 5 on February 25, 1998, which report covered
the fiscal year ended February 28, 1997. Mr. Plost did not file a Form 4 -
Statement of Changes in Beneficial Ownership ("Form 4") to cover a disposition
(pursuant to Rule 144 under the Securities Act) and two cashless exercises of
warrants to purchase Common Stock of the Company, which transactions occurred
during fiscal year ended February 28, 1998. Each of these transactions were
reported on a Form 5 which was filed with the SEC on April 14, 1998.
Mr. Burdick did not file a Form 4 covering a cashless exercise of warrants to
purchase Common Stock of the Company, which transaction occurred during fiscal
year ended February 28, 1998. This transaction was reported on a Form 5 which
was filed with the SEC on April 14, 1998.
Mr. Anderson filed his initial Form 5 on February 25, 1998, which report covered
the fiscal year ended February 28, 1997. Mr. Anderson did not file a Form 4 to
cover a purchase of Common Stock of the Company and two cashless exercises of
warrants to purchase Common Stock of the Company, which transactions occurred
during fiscal year ended February 28, 1998. Each of these transactions were
reported on a Form 5 which was filed with the SEC on April 14, 1998.
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<PAGE>
Dr. Teng did not file a Form 4 covering two cashless exercises of warrants to
purchase Common Stock of the Company, which transactions occurred during fiscal
year ended February 28, 1998. These transactions were reported on a Form 5 which
was filed with the SEC on April 14, 1998.
Mr. Jallad did not file a Form 4 covering a cashless exercise of warrants to
purchase Common Stock of the Company, which transaction occurred during fiscal
year ended February 28, 1998. This transaction was reported on a Form 5 which
was filed with the SEC on April 14, 1998.
Mr. Olson (a former officer of the Company) filed his initial Form 5 on February
25, 1998, which report covered the fiscal year ended February 28, 1997.
Mr. Rabe (a former officer of the Company) did not timely file a form 5 to
report two purchases of Common Stock and warrants to purchase shares of Common
Stock of the Company (through a private placement approved by the Board of
Directors). These transactions were reported by Mr. Rabe on a Form 5 which was
filed with the SEC on April 15, 1998.
OTHER MATTERS
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as shown above. However, if any
such other business should come before the Annual Meeting, it is the intention
of the persons named in the enclosed Proxy to vote the Proxies in respect of
such business in accordance with their best judgement.
The cost of preparing, assembling and mailing this proxy material will be borne
by the Company. The Company may solicit Proxies otherwise than by use of the
mail, in that certain officers and regular employees of the Company, without
compensation, may use their personal efforts, by telephone or otherwise, to
obtain Proxies. Such assistance may take the form of personal, telephonic or
written solicitation or any combination thereof. The Company will also request
persons, firms and corporations holding shares in their names, or in the names
of their nominees, which shares are beneficially owned by others, to send this
proxy material to and obtain Proxies from such beneficial owners and will
reimburse such holders for their reasonable expenses in doing so.
By Order of the Board of Directors
Jerry L. Burdick
Secretary
October 29, 1999
11
<PAGE>
PROXY
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 1, 1999
The undersigned, having received the Notice of Annual Meeting of Stockholders
and the Board of Directors' Proxy Statement (the "Proxy Statement"), hereby
appoint(s) Barry D. Plost and Jerry L. Burdick, and each of them, Proxies of the
undersigned (with full power of substitution) to attend the Annual Meeting of
Stockholders of SeraCare, Inc. to be held on December 1, 1999, and there to vote
all shares of Common Stock of SeraCare, Inc. that the undersigned would be
entitled to vote, if personally present, in regard to all matters which may come
before the meeting.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS,
WHICH RECOMMENDS APPROVAL OF THE PROPOSALS CONTAINED HEREIN.
( X ) PLEASE MARK VOTES AS IN THIS EXAMPLE
FOR WITHHOLD FOR ALL EXCEPT
( ) ( ) ( )
1. For the election of all nominees listed below (except as otherwise
indicated).
Barry D. Plost Ezzat Jallad
Jerry l. Burdick Dr. Nelson Teng
Samuel Anderson Michael F. Crowley, Sr.
Robert J. Cresci William J. Cone
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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PLEASE BE SURE TO SIGN AND DATE THIS PROXY IN THE SPACE PROVIDED BELOW.
The undersigned hereby confer(s) upon the Proxies, and each of them,
discretionary authority (i) to consider and act upon such business, matters or
proposals other than the business set forth herein as may properly come before
the meeting and (ii) with respect to the election of directors in the event that
any of the nominees is unable or unwilling to serve.
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Stockholder sign above - Co-holder (if any) sign above Date
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Stockholder sign above - Co-holder (if any) sign above Date
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED HEREIN.
IF NO SPECIFICATION IS MADE, THE PROXIES INTEND TO VOTE FOR ALL THE NOMINEES FOR
DIRECTOR.
In signing, please write name(s) exactly as appearing in the imprint on this
Proxy. For shares held jointly, each joint owner must sign. If signing in any
other capacity, please indicate your full title.
PLEASE SIGN, DATE AND MAIL IN THE POSTAGE PAID ENVELOPE PROVIDED.
