<PAGE>
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. )
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
[X] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Additional Materials RULE 14A-6(E)(2))
[_] Soliciting Material Pursuant to
(S) 240.14a-11(c) or (S) 240.14a-12
Nitinol Medical Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was 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>
NITINOL MEDICAL TECHNOLOGIES, INC.
27 Wormwood Street
Boston, Massachusetts 02210-1625
Notice of 1999 Annual Meeting of Stockholders
To Be Held on Thursday, June 3, 1999
The 1999 Annual Meeting of Stockholders of Nitinol Medical Technologies,
Inc. (the "Company") will be held at the Company's offices at 27 Wormwood
Street, Boston, Massachusetts, on Thursday, June 3, 1999 at 9:30 a.m., local
time, to consider and act upon the following matters:
1. To elect seven members of the Board of Directors, each to serve for a
one-year term;
2. To approve the Certificate of Amendment to the Company's Second Amended
and Restated Certificate of Incorporation, which changes the Company's
name from Nitinol Medical Technologies, Inc. to NMT Medical, Inc.; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on April 23, 1999 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
William J. Knight, Secretary
Boston, Massachusetts
May 4, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ENSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
<PAGE>
NITINOL MEDICAL TECHNOLOGIES, INC.
27 Wormwood Street
Boston, Massachusetts 02210-1625
Proxy Statement for the
1999 Annual Meeting of Stockholders
To Be Held on June 3, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Nitinol Medical Technologies, Inc. (the
"Company") for use at the 1999 Annual Meeting of Stockholders to be held on
June 3, 1999 and at any adjournment of that meeting (the "Annual Meeting").
All proxies will be voted in accordance with the stockholders' instructions,
and if no choice is specified, the proxies will be voted in favor of the
matters set forth in the accompanying Notice of Meeting. Any proxy may be
revoked by a stockholder at any time before its exercise by delivery of
written revocation or a subsequently dated proxy to the Secretary of the
Company or by voting in person at the Annual Meeting.
At the close of business on April 23, 1999, the record date for the
determination of stockholders entitled to vote at the Annual Meeting, there
were outstanding and entitled to vote an aggregate of 10,700,417 shares of
Common Stock of the Company, par value $.001 per share (the "Common Stock"),
constituting all of the outstanding voting stock of the Company. Each share
entitles the record holder to one vote on each of the matters to be voted upon
at the Annual Meeting.
The Company's Annual Report for the year ended December 31, 1998 is being
mailed to stockholders with the mailing of this Notice and Proxy Statement on
or about May 4, 1999.
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as filed with the Securities and Exchange Commission,
except for exhibits, will be furnished without charge to any stockholder upon
written request to the Chief Financial Officer, Nitinol Medical Technologies,
Inc., 27 Wormwood Street, Boston, Massachusetts 02210-1625. Exhibits will be
provided upon written request and payment of an appropriate processing fee.
Votes Required
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Annual Meeting shall constitute a
quorum for the transaction of business at the Annual Meeting. Shares of Common
Stock present in person or represented by proxy (including shares which
abstain or do not vote with respect to one or more of the matters presented
for stockholder approval) will be counted for purposes of determining whether
a quorum is present at the Annual Meeting.
The affirmative vote of the holders of a plurality of the shares of Common
Stock voting on the matter is required for the election of directors. The
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock is required to approve the proposed amendment to the Company's
Second Amended and Restated Certificate of Incorporation.
1
<PAGE>
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a
particular matter, will not be voted in favor of such matter and also will not
be counted as shares voting or votes cast on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a
matter that requires the affirmative vote of a plurality or a majority of the
shares voting or votes cast on such matter. However, because shares which
abstain and shares represented by broker non-votes are nonetheless considered
outstanding shares, abstentions and broker non-votes with respect to the
approval of the amendment to the Company's Second Amended and Restated
Certificate of Incorporation will have the same effect as a vote against such
proposed amendment.
Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of February 28, 1999
with respect to the beneficial ownership of the Common Stock by (i) each
person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each director and nominee for
director of the Company, (iii) each executive officer of the Company named in
the Summary Compensation Table set forth under the caption "Executive
Compensation" below and (iv) all directors and executive officers of the
Company as of February 28, 1999 as a group:
<TABLE>
<CAPTION>
Percentage
Number of of
Shares Outstanding
Beneficially Common
Name and Address of Beneficial Owner(1) Owned(2) Stock(3)
- --------------------------------------- ------------ -----------
<S> <C> <C>
Entities affiliated with J.H. Whitney & Co.(4)........ 2,504,010 23.45%
177 Broad Street
Stamford, CT 06901
C. Leonard Gordon(5).................................. 775,099 7.07%
c/o Immunotherapy Inc.
360 Lexington Avenue
New York, NY 10017
Fletcher Spaght, Inc.(6).............................. 587,337 5.46%
222 Berkeley Street
Boston, MA 02116-3761
Jack Reinstein(7)..................................... 543,962 5.06%
2231 Sunset Plaza Drive
Los Angeles, CA 90069
Morris Simon, M.D.(8)................................. 92,102 *
8 Otis Place
Boston, MA 02108
Michael C. Brooks(9) ................................. 13,055 *
c/o J.H. Whitney & Co.
177 Broad Street
Stamford, CT 06901
R. John Fletcher(10).................................. 13,055 *
c/o Fletcher Spaght, Inc.
222 Berkeley Street
Boston, MA 02116-3761
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Percentage
Number of of
Shares Outstanding
Beneficially Common
Name and Address of Beneficial Owner(1) Owned(2) Stock(3)
- --------------------------------------- ------------ -----------
<S> <C> <C>
Jeffrey R. Jay, M.D.(11).............................. 13,055 *
c/o J.H. Whitney & Co.
177 Broad Street
Stamford, CT 06901
Robert A. Van Tassel, M.D.(12)........................ 10,069 *
c/o Minneapolis Cardiology Associates
920 East 28th Street
Minneapolis, MN 55047
Thomas M. Tully(13)................................... 400,500 3.61%
David A. Chazanovitz(14).............................. 179,084 1.65%
William J. Knight(15)................................. 1,000 *
Theodore I. Pincus.................................... 70,717 *
Jeffrey F. Thompson................................... -- --
All directors and executive officers of the Company as
a group
(9 persons)(16)...................................... 1,497,019 12.90%
</TABLE>
- --------
* Less than 1%
(1) Except as otherwise indicated, the address of each beneficial owner is
c/o Nitinol Medical Technologies, Inc., 27 Wormwood Street, Boston, MA
02210-1625.
(2) The number of shares of Common Stock beneficially owned by each director
or executive officer is determined under the rules of the Securities and
Exchange Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days after February 28,
1999 through the exercise of any stock option or other right. Unless
otherwise indicated, each person has sole investment and voting power (or
shares such power with his spouse) with respect to the shares set forth
in the table. The inclusion herein of any shares deemed beneficially
owned does not constitute an admission of beneficial ownership of those
shares.
(3) The number of shares deemed outstanding for purposes of calculating these
percentages is comprised of the 10,680,117 shares of Common Stock
outstanding on February 28, 1999, plus any shares of Common Stock
issuable to the person in question within 60 days after February 28, 1999
upon exercise of stock options or any other rights held by such person.
(4) The number of shares owned by J. H. Whitney & Co., a New York limited
partnership ("Whitney"), and entities affiliated with Whitney, consists
of 1,829,010 shares held of record by Whitney Equity Partners, L.P., a
Delaware limited partnership ("Equity Partners"), 561,207 shares held of
record by Whitney Subordinated Debt Fund, L.P., a Delaware limited
partnership ("Debt Fund"), and 113,793 shares held of record by Whitney.
Each of Whitney, Equity Partners and Debt Fund disclaims beneficial
ownership of the shares held by the other two partnerships. Excludes
shares held of record by Mr. Brooks and Dr. Jay. See Notes 9 and 11.
3
<PAGE>
(5) Mr. Gordon's shares are all owned jointly with his wife, except for
15,000 shares which are held in his wife's name. Includes 280,480 shares
of Common Stock issuable to Mr. Gordon within 60 days after February 28,
1999 upon exercise of stock options.
(6) Consists of an aggregate of 504,008 shares and warrants to purchase
83,329 shares of Common Stock at an exercise price of $2.15 per share
held by Fletcher Spaght, Inc., of which Mr. Fletcher is the founder,
Chief Executive Officer and a principal stockholder. Mr. Fletcher is a
director of the Company.
(7) Includes 65,787 shares of Common Stock issuable to Mr. Reinstein within
60 days after February 28, 1999 upon exercise of stock options.
(8) Includes 39,472 shares of Common Stock issuable to Dr. Simon within 60
days after February 28, 1999 upon exercise of stock options. Dr. Simon
disclaims beneficial ownership of 66,406 shares owned by his wife.
(9) Consists of 13,055 shares of Common Stock issuable to Mr. Brooks within
60 days after February 28, 1999 upon exercise of stock options. Mr.
Brooks is a managing member of J.H. Whitney Equity Partners, L.L.C., the
general partner of Equity Partners, and a general partner of both Debt
Fund and Whitney. Mr. Brooks disclaims beneficial ownership of the shares
held by Equity Partners, Debt Fund and Whitney, except to the extent of
his proportionate pecuniary interests therein.
(10) Consists of 13,055 shares of Common Stock issuable to Mr. Fletcher within
the 60 day period following February 28, 1999 upon exercise of stock
options.
(11) Consists of 13,055 shares of Common Stock issuable to Dr. Jay within 60
days after February 28, 1999 upon exercise of stock options. Dr. Jay is a
managing member of J.H. Whitney Equity Partners, L.L.C., the general
partner of Equity Partners, and a general partner of both Debt Fund and
Whitney. Dr. Jay disclaims beneficial ownership of the shares held by
Equity Partners, Debt Fund and Whitney, except to the extent of his
proportionate pecuniary interests therein.
(12) Consists of 10,069 shares of Common Stock issuable to Dr. Van Tassel
within 60 days after February 28, 1999 upon exercise of stock options.
(13) Includes 399,581 shares of Common Stock issuable to Mr. Tully within 60
days after February 28, 1999 upon exercise of stock options.
(14) Includes 126,648 shares of Common Stock issuable to Mr. Chazanovitz
within 60 days after February 28, 1999 upon exercise of stock options and
warrants to purchase 28,489 shares of Common Stock at an exercise price
of $2.15 per share.
(15) Consists of 1,000 shares of Common Stock issuable to Mr. Knight within 60
days after February 28, 1999 upon exercise of stock options.
(16) Includes an aggregate of 924,904 shares of Common Stock issuable upon
exercise of stock options and warrants held by all directors and
executive officers as of February 28, 1999 as a group which are
exercisable within 60 days after February 28, 1999.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to elect as directors the
seven nominees listed below, each to serve for a one-year term, unless
authority to vote for the election of any or all of the nominees is withheld
by marking the proxy to that effect. Except for Jeffrey F. Thompson, all of
the nominees listed below are currently directors of the Company. All of the
nominees have indicated their willingness to serve, if elected, but if any
should be unable or unwilling to serve, proxies may be voted for a substitute
nominee designated by the Board of Directors.
Nominees
Set forth below for each nominee are his name and age, his position(s) with
the Company, his principal occupation and business experience during the past
five years, and, where applicable, the year of his first election as a
director of the Company:
4
<PAGE>
Thomas M. Tully, age 53, has served as President, Chief Executive Officer
and a director of the Company since January 1996. From June 1995 to January
1996, Mr. Tully served as a consultant to the Company. From May 1994 to April
1995, Mr. Tully served as President of the Institute of Molecular Biology, a
biotechnology company focused on tissue repair and regeneration, and from
August 1991 to March 1994, Mr. Tully served as President of Organogenesis,
Inc., a biotechnology company focused on the commercialization of medical
device applications of tissue engineering. Prior to that Mr. Tully served for
three years as the President of the Schneider division of Pfizer, Inc., which
concentrates on interventional radiology and cardiology, spent nine years in
various executive positions in consumer products and medical devices at
Johnson & Johnson, Inc. and was the founding President of Johnson & Johnson
Interventional Systems, an interventional medicine company.
Morris Simon, M.D., age 73, a co-founder of the Company, has been a director
and the Scientific Director of the Company since 1986. Dr. Simon currently
provides consulting services to the Company. Since 1973, Dr. Simon has been a
Chairman and Director of Clinical Radiology at Boston's Beth Israel Hospital,
now Beth Israel Deaconess Medical Center. Since 1976, he has been a Professor
of Radiology at Harvard Medical School and in 1997 became Professor Emeritus.
The Company is an outgrowth of his pioneering research on the medical
potential of the thermal shape-memory alloy, Nitinol, initiated in his
laboratory at Beth Israel Hospital.
C. Leonard Gordon, age 69, a co-founder of the Company, served as the
Company's Chief Executive Officer and President, from August 1990 to January
1996 and as Chairman of the Board from January 1996 until January 1998. Mr.
Gordon has served as a director of the Company since its inception in 1986.
Mr. Gordon has been engaged in venture capital enterprises for more than 10
years, particularly in the field of new medical technologies and devices. He
was co-founder and Chief Executive Officer of (i) Oxigene, Inc. a publicly-
traded company engaged in the design and development of drugs and (ii)
Biofield Corp., a publicly-traded medical device company that has developed a
breast cancer detection system. Mr. Gordon presently serves as a director and
Chairman of the Board of Biofield Corp. and as Chairman of the Board and Chief
Executive Officer of Immunotherapy, Inc., a privately-held biotechnology
company. Mr. Gordon has practiced law in New York City for approximately 42
years and is currently of counsel to Gordon Altman Butowsky Weitzen Shalov &
Wein.
Jeffrey F. Thompson, age 39, has been Vice President of J. H. Whitney & Co.,
a venture capital investment partnership, since August 1998. From 1981 until
joining J. H. Whitney & Co., Mr. Thompson worked in various aspects of
commercial banking, most recently as a Senior Vice President of Transamerica
Business Credit Corp., a financial services company, from March 1997 to August
1998. From September 1996 to March 1997, Mr. Thompson served as Manager for
NYNEX Credit Corp., a financial services company. From January 1992 to October
1995, Mr. Thompson served as Vice President for Heller Financial, Inc., a
financial services company.
R. John Fletcher, age 53, was elected a director of the Company in January
1996. Mr. Fletcher is the founder and Chief Executive Officer of Fletcher
Spaght, Inc., a management consulting company which specializes in strategic
development for health care and high technology businesses. Prior to founding
Fletcher Spaght, Inc. in 1983, he was a senior member of The Boston Consulting
Group, a management consulting company. From April 1995 to February 1996, Mr.
Fletcher was the Chairman of the Board of InnerVentions, Inc., a wholly-owned
subsidiary of Fletcher Spaght, Inc. which the Company acquired in February
1996. Mr. Fletcher is a director of AutoImmune, Inc., a biotechnology company
developing orally administered pharmaceutical products and Fischer Imaging
Corporation, a medical device company.
Jeffrey R. Jay, M.D., age 40, has been a director of the Company since March
1996 and served as Chairman of the Board during 1998. Since September 1993, he
has been a General Partner of J.H. Whitney & Co., a venture capital investment
partnership. Dr. Jay is also a director of Advance Paradigm, Inc., a
pharmaceutical benefits manager.
5
<PAGE>
Robert A. Van Tassel, M.D., age 60, has been a director of the Company since
March 1997. Dr. Van Tassel is a Board-certified cardiologist and has been
practicing as a consulting cardiologist at the Minneapolis Heart Institute at
Abbott Northwestern Hospital in Minneapolis since 1970. He is currently
Chairman of the Abbott Northwestern Hospital Cardiovascular Services Division
and a member of the Board of Directors of both Abbott Northwestern Hospital
and Medica Health Plan. Dr. Van Tassel has also served as a Clinical Professor
of Medicine at the University of Minnesota since 1972. In addition, Dr. Van
Tassel was a founder of the Minneapolis Heart Institute and past President of
the Institute's Foundation. Dr. Van Tassel was also a founder of AngioMedics
Inc., a medical device company which was purchased by Pfizer Corporation in
1986. Dr. Van Tassel is also a director of Boston Advanced Technologies, Inc.,
a high-tech company producing precision sensor technology, AngioMedics II, a
medical technology company, Illuminex, a start-up company in the field of
restenosis, and ProMedicus, a medical information company. He is a Principal
in TriCardia, LLC, a life sciences consulting company.
In connection with the acquisition by the Company of the CardioSEAL Septal
Occluder technology in 1996 from InnerVentions, Inc., a wholly-owned
subsidiary of Fletcher Spaght, Inc. ("Fletcher Spaght"), the Company agreed to
use its best efforts to nominate a designee of Fletcher Spaght as a director
of the Company, and certain of the Company's stockholders agreed to vote their
shares of Common Stock in favor of such designee. Fletcher Spaght's designee,
R. John Fletcher, the founder and Chief Executive Officer of Fletcher Spaght,
was first elected to the Board of Directors of the Company in January 1996 and
has served on the Board of Directors of the Company since that time.
In connection with the Company's 1996 preferred stock financing, in which
Whitney Equity Partners, L.P. purchased 1,829,010 shares (on a Common Stock
equivalent basis) of the Company's capital stock, certain of the Company's
stockholders agreed to vote their shares of Common Stock in favor of two Board
designees of Equity Partners. Equity Partners' designees are Jeffrey R. Jay,
M.D. and Jeffrey F. Thompson. Dr. Jay was initially elected to the Board of
Directors of the Company in March 1996 and has served on the Board of
Directors of the Company since that time. Mr. Thompson is not currently a
member of the Board of Directors.
There are no family relationships among any of the executive officers and
director nominees of the Company.
Board and Committee Meetings
The Board of Directors met 11 times during 1998. Each director attended at
least 75% of the meetings of the Board and of the committees on which he then
served.
The Board of Directors has a standing Audit Committee, which is responsible
for reviewing the scope and results of the annual audit, discussing the
Company's internal accounting control policies and procedures and considering
and recommending the selection of the Company's independent auditors. The
current members of the Audit Committee are Messrs. Gordon, Brooks and
Fletcher, each a non-employee director. The Audit Committee held two meetings
during 1998.
The Board of Directors has a standing Compensation Committee, which is
responsible for reviewing the Company's overall compensation policies and
setting the compensation of the Company's executive officers. The current
members of the Compensation Committee are Messrs. Tully and Gordon and Dr.
Jay. The Compensation Committee held three meetings during 1998.
The Board of Directors has a standing Stock Option Committee, which
administers the Company's stock option plans. The current members of the Stock
Option Committee are Mr. Fletcher and Dr. Jay. The Stock Option Committee held
two meetings during 1998.
6
<PAGE>
The Board of Directors has a standing Independent Committee, which monitors
the performance of the Company's investment in Image Technologies Corporation
and provides oversight where a potential conflict of interest exists. The
current members of the Independent Committee are Drs. Jay and Van Tassel and
Mr. Fletcher. The Independent Committee held four meetings during 1998.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee is comprised of three members,
including two of the Company's non-employee directors. The current members are
Messrs. Tully and Gordon and Dr. Jay. No executive officer of the Company has
served as a director or member of the compensation committee (or other
committee serving an equivalent function) of any other entity, whose executive
officers served as a director of or member of the Compensation Committee of
the Company.
Director Compensation
Each non-employee director of the Company not otherwise compensated by the
Company receives a fee of $1,000 per Board of Directors' meeting attended, and
all directors receive reimbursement of travel expenses incurred in connection
with their attendance at Board and Committee meetings.
In 1996, the Board of Directors adopted, and the stockholders approved, the
Nitinol Medical Technologies, Inc. 1996 Stock Option Plan for Non-Employee
Directors (the "1996 Directors' Stock Plan"), which provides for the issuance
of a maximum of 150,000 shares of Common Stock. On the effective date of the
1996 Directors' Stock Plan, each non-employee director of the Company who did
not otherwise receive compensation from the Company received an option to
purchase 10,000 shares of Common Stock. In addition, the 1996 Directors' Stock
Plan currently provides that options to purchase 10,000 shares of Common Stock
will be granted to each new non-employee director upon his or her initial
election to the Board of Directors. These options will vest in equal monthly
installments over a three-year period. Pursuant to the 1996 Directors' Stock
Plan, options to purchase 2,500 shares of Common Stock are also granted
annually to each eligible director, other than to a director who receives an
initial grant of options in the same year. These options will become fully
vested six months after the date of grant. The exercise price of options
granted under the 1996 Directors' Stock Plan will equal the fair market value
of the Common Stock on the date of grant. In the event an optionee ceases to
serve as a director, each option may be exercised by the optionee for the
portion then exercisable at any time within one year after the optionee ceases
to serve as a director of the Company.
7
<PAGE>
Executive Compensation
Summary Compensation Table
The following table sets forth certain information concerning the
compensation for each of the last three fiscal years for the Company's Chief
Executive Officer and its three other most highly compensated executive
officers whose total annual salary and bonus exceeded $100,000 in the fiscal
year ended December 31, 1998 (collectively, the "Named Executives").
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
--------------------- -------------
Number of
Securities
Underlying All Other
Salary Bonus Stock Options Compensation
Name and Principal Position Year ($) ($) (#)(1)(2) ($)(3)
- ---------------------------- ---- -------- ------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Thomas M. Tully............. 1998 $249,760 $ -- 3,225 $ --
President and Chief 1997 216,426 57,500 50,000(ITC) --
Executive Officer(4) 1996 194,398 50,000 419,590 125,000(5)
David A. Chazanovitz ....... 1998 $196,410 $ -- 3,225 --
President, NMT 1997 171,085 19,000 15,000 --
Neurosciences Division(4) 1996 144,940 32,000 43,420 --
William J. Knight........... 1998 $ 42,000 $20,000 51,000 --
Vice President-Finance
and Administration, Chief
Financial Officer(6)
Theodore I. Pincus.......... 1998 $ 94,308 $43,333 -- $ 92,500(8)
Former Executive Vice 1997 169,760 31,667 -- --
President and Chief 1996 145,774 14,000 59,473 --
Financial Officer(4)(7)
</TABLE>
- --------
(1) The Company has never granted any stock appreciation rights.
(2) In addition to receiving options to purchase Common Stock of the Company,
certain of the Named Executives have been granted options to purchase
Common Stock of Image Technologies Corporation, an affiliate of the
Company (designated in the table as "ITC"), as compensation for service to
ITC in capacities other than as an executive officer of the Company. The
options vest in four equal annual installments commencing on the date of
grant, although they are not exercisable while the option granted to the
Company to acquire the remaining equity interest in ITC remains
outstanding and exercisable. The options convert into options to purchase
shares of Common Stock of the Company of equal value if the Company
exercises its option to purchase the remaining equity interest in ITC and
are subject to acceleration in the event of any other change of control.
(3) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where such perquisites and other
personal benefits constituted less than the lesser of $50,000 or ten
percent of the total of annual salary and bonus for the Named Executives
for the fiscal year.
(4) Salaries include amounts earned by all three individuals as part-time
consultants to the Company in early 1996 before joining the Company as
full-time employees.
(5) Represents the amount paid to Mr. Tully in connection with the execution
of his 1996 employment agreement and upon the closing of the Company's
acquisition of the septal repair technology.
(6) Mr. Knight became Vice President-Finance and Administration and Chief
Financial Officer of the Company in September 1998. The 1998 bonus was
paid to Mr. Knight as a signing bonus upon his commencement of employment
with the Company.
8
<PAGE>
(7) The 1997 bonus included $21,667, representing forgiveness of one-third of
a $65,000 loan made by the Company to Mr. Pincus. The 1998 bonus
represents forgiveness of the balance of the loan.
(8) Paid to Mr. Pincus as severance payments in connection with the Severance
and Settlement Agreement and Release entered into between Mr. Pincus and
the Company on September 28, 1998.
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning grants of
stock options made during the year ended December 31, 1998 to each of the
Named Executives.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------
Percentage Potential Realizable
Number of of Total Value at Assumed
Securities Options Exercise Annual Rates of Stock
Underlying Granted to or Base Price Appreciation for
Options Employees Price per Option Term(2)
Granted in Fiscal Share Expiration -----------------------
Name (#) Year (%) ($/share)(1) Date 5%($) 10%($)
---- ---------- ---------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas M. Tully......... -- -- -- -- -- --
David A. Chazanovitz.... 15,000 3.3 $7.38 1/19/08 $ 69,600 $176,400
William J. Knight ...... 50,000 10.9 $4.25 9/28/08 $133,600 $338,700
Theodore I. Pincus...... -- -- -- -- -- --
</TABLE>
- --------
(1) The exercise price is equal to the fair market value of the Company's
Common Stock on the date of grant.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These
gains are based on assumed rates of stock appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses
associated with the exercise of the option or the sale of the underlying
shares. Actual gains, if any, on stock option exercises will depend on
the future performance of the Common Stock, the option holder's continued
employment through the option period and the date on which the options
are exercised.
9
<PAGE>
Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values
The following table sets forth, for each Named Executive, the number of
shares of Common Stock acquired upon exercise of options during the fiscal
year ended December 31, 1998, the aggregate dollar value realized upon such
exercise and the number and value of unexercised options held by each Named
Executive on December 31, 1998.
<TABLE>
<CAPTION>
Number
of Shares
Acquired Number of Securities
on Value Underlying Unexercised Value of Unexercised
Exercise Realized Options at December 31, In-the-Money Options at
Name (#) ($)(1) 1998 (#) December 31, 1998 ($)(2)
---- --------- -------- ------------------------- -------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas M. Tully(3)...... -- -- 383,419 36,171 $421,051 $ --
David A.
Chazanovitz(4) ......... 20,000 $ 52,800 86,067 48,406 177,707 33,450
William J. Knight(5).... -- -- -- 50,000 -- --
Theodore I. Pincus...... 77,717 $146,108 -- -- -- --
</TABLE>
- --------
(1) Represents the difference between the exercise price and the fair market
value of the Common Stock on the date of exercise.
(2) Represents the difference between the last reported sale price per share
of the Common Stock on December 31, 1998 ($3.75 per share), as reported
on the Nasdaq National Market, and the option exercise price, multiplied
by the number of shares underlying the options.
(3) Exercisable includes options to purchase 263,157 shares at an exercise
price of $2.15 per share, 100,262 shares at $6.95 per share and 20,000
shares at $10.00 per share. Unexercisable includes options to purchase
16,171 shares at an exercise price of $6.95 per share and 20,000 shares
at $10.00 per share.
(4) Exercisable includes options to purchase 73,567 shares at an exercise
price of $2.15 per share and 12,500 shares at $10.00 per share.
Unexercisable includes options to purchase 20,906 shares at an exercise
price of $2.15 per share, 12,500 shares at $10.00 per share and 15,000
shares at $7.38 per share.
(5) Unexercisable consists of options to purchase 50,000 shares at an
exercise price of $4.25 per share.
Employment and Severance Agreements
Effective January 1, 1999, the Company entered into a three-year employment
agreement with Thomas M. Tully, the Company's President and Chief Executive
Officer. Pursuant to the agreement, Mr. Tully currently receives a salary of
$292,200, commencing January 1, 2000 will receive a salary of $303,600 per
year and commencing January 1, 2001 will receive a salary of $315,456 per
year. Consideration of any additional salary increases must be made annually
by the Board of Directors. Mr. Tully is also entitled to receive bonus
payments upon the achievement of certain specified goals. In addition, in
connection with the execution of his employment agreement, Mr. Tully received
stock options to purchase an aggregate of 100,000 shares of the Company's
Common Stock (the "Options") at an exercise price of $4.50 per share. The
Options will, to the maximum extent permissible under Section 422 of the
Internal Revenue Code of 1986, as amended, constitute incentive stock options,
with any balance of the Options to be treated as non-statutory options. The
Options vest in four equal annual installments on the first, second, third and
fourth anniversaries of the grant date. The Options are exercisable for a
period of 10 years from the grant date and become immediately exercisable in
the event of a change of control of the Company. If Mr. Tully's employment is
terminated due to his death or disability, his
10
<PAGE>
Options will remain exercisable for a period of one year following the
termination of employment and will thereafter expire. In the event that the
Company terminates Mr. Tully's employment with or without cause, all
exercisable Options held by Mr. Tully will expire 90 days after such
termination of employment. If the Company terminates Mr. Tully's employment
without cause, Mr. Tully will be entitled to salary and benefits earned to the
date of termination of employment and continued salary for a one-year period
from the date of termination. The Company also agreed to provide Mr. Tully
with basic life insurance providing death benefits of $1,000,000. Mr. Tully
has agreed not to compete with the Company for a period of one year after he
ceases to be employed by the Company.
Effective July 1, 1998, the Company entered into a two-year employment
agreement with David Chazanovitz, the President of the Company's NMT
Neurosciences Division. The agreement replaced the employment agreement dated
February 16, 1996 between the Company and Mr. Chazanovitz, other than certain
provisions relating to stock options granted pursuant to such agreement.
Pursuant to the agreement, Mr. Chazanovitz currently receives a salary of
$200,000 and commencing January 1, 1999 will receive a salary of $205,000 per
year. In addition, the Company agreed to pay Mr. Chazanovitz additional cash
compensation for extraordinary costs attributable to Mr. Chazanovitz's
assignment in France. If Mr. Chazanovitz's employment is terminated for cause
or at his own election, the Company will pay him the compensation that would
otherwise be payable to him up to the date of termination of his employment.
If Mr. Chazanovitz's employment is terminated without cause, the Company will
pay him the salary and benefits earned to the date of termination of
employment and the salary otherwise payable to him under the agreement for a
period of six months from the date of termination of employment. Mr.
Chazanovitz also agreed not to compete with the Company for a period of one
year after he ceases to be employed by the Company.
Certain Transactions
In July 1998, the Company acquired the neurosurgical instruments business of
Elekta AB (PUBL), a Swedish corporation. The purchase was financed with $13
million of the Company's cash, plus $2.6 million of acquisition costs and a
$20 million subordinated note issued to an affiliate of J.H. Whitney & Co., a
significant stockholder of the Company. The subordinated debt is secured by
substantially all of the assets of the Company and is due September 30, 2003,
with interest payable quarterly at 10.101% per annum. A total of 675,000
shares of the Company's common stock were issued to J.H. Whitney & Co. and its
affiliates in connection with the transaction. The shares are accompanied by
certain demand and "piggy-back" registration rights. The purchase price for
the shares was $5.80, representing the closing price of the Company's Common
Stock as reported by the Nasdaq National Market on July 7, 1998, discounted by
20%. Of the 675,000 shares, 113,793 shares were issued to J.H. Whitney & Co.
as a transaction fee. In addition, the Company paid J.H. Whitney & Co. a debt
placement fee of $600,000.
In April 1987, the Company entered into a Technology Purchase Agreement with
Morris Simon, M.D. pursuant to which the Company agreed to pay Dr. Simon
certain royalty payments based on sales of products using the technology
invented by Dr. Simon relating to the Company's Simon Nitinol Filter. Dr.
Simon assigned a percentage of his royalty payments to the Beth Israel
Hospital Association. In February 1998, the Company and Dr. Simon entered into
a two-year consulting agreement pursuant to which Dr. Simon agreed to perform
certain consulting and advisory services for the Company, such services not to
exceed eight days per month. The Company agreed to pay Dr. Simon $8,333 per
month for such services as well as certain royalty payments and license fees
based on sales of products which are covered by an issued patent and which are
developed by Dr. Simon, solely or jointly with others, during the term of the
consulting agreement. The term of the consulting agreement will be
automatically extended for successive one-year periods unless either party
gives 60 days' prior written notice. If the Company terminates the agreement,
other than for material breach, the Company will be
11
<PAGE>
obligated to continue to pay Dr. Simon's monthly consulting fee for twelve
months and will be obligated to continue to make royalty and license fee
payments. In the event of Dr. Simon's death, the royalty payments and license
fees shall continue to be payable to the executors or personal representatives
of his estate. In addition, in connection with the consulting arrangement, Dr.
Simon received non-qualified stock options to purchase 50,000 shares of Common
Stock of the Company at an exercise price of $10.50 per share. The options
vest upon the achievement of certain milestones as described in the option
agreements, are exercisable for a period of ten years after the date of grant
and become immediately exercisable in the event of a change of control of the
Company. Certain of the shares of Common Stock issuable upon exercise of the
options are subject to "piggy-back" registration rights. The Company paid Dr.
Simon $100,000 in each of 1997 and 1998 for such services.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of
the Common Stock to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Except as described below, and based
solely upon a review of reports submitted, and representations made, to the
Company, the Company believes that during 1998 its executive officers,
directors and holders of more than 10% of the Common Stock complied with all
Section 16(a) filing requirements.
In February 1999, David A. Chazanovitz, an officer of the Company, filed an
Annual Statement of Changes in Beneficial Ownership to report his exercise of
an option to purchase 5,000 shares of Common Stock at an exercise price of
$2.15 per share on December 4, 1998.
In November 1998, Theodore I. Pincus, a former officer of the Company, filed
an amended Statement of Changes in Beneficial Ownership to report the exercise
of stock options to purchase 77,717 shares of Common Stock at an exercise
price of $2.15 per share on September 23, 1998.
In August 1998, R. John Fletcher, a director of the Company filed an amended
Annual Statement of Changes in Beneficial Ownership to report the grant of
stock options to purchase 2,500 shares of Common Stock at a purchase price of
$14.00 per share on November 4, 1997 and the sale by Fletcher Spaght, Inc. of
10,628 shares of Common Stock (at $3.14 per share) on May 29, 1997.
In February 1999, Dr. C. Leonard Gordon, a director of the Company, filed an
Annual Statement of Beneficial Ownership to report the exercise of stock
options to purchase 26,315 shares of Common Stock at an exercise price of $.76
per share on December 14, 1998.
In February 1999, Dr. Robert A. Van Tassel, a director of the Company, filed
an Annual Statement of Changes in Beneficial Ownership to report the grant of
stock options to purchase 2,500 shares of Common Stock at a purchase price of
$14.00 per share on November 4, 1997.
Report of the Compensation Committee
The Compensation Committee of the Company's Board of Directors, which is
currently comprised of Mr. Tully and two non-employee directors, Mr. Gordon
and Dr. Jay, and the Stock Option Committee, which is currently comprised of
two non-employee directors, Mr. Fletcher and Dr. Jay, are responsible for
establishing compensation policies with respect to the Company's executive
officers, including the Chief Executive Officer and the other executive
officers named in the Summary Compensation Table, and setting the compensation
for these individuals.
12
<PAGE>
The Company's executive compensation program is designed to maximize the
performance of the Company's executive officers and, thereby, to maximize the
Company's business goals and stockholder returns. Executive compensation
consists of a combination of base salary, annual cash bonuses and merit-based
stock incentives. The Compensation Committee considers merit-based stock
incentives, which are determined by the Stock Option Committee, to be a
critical component of an executive's compensation package for purposes of
helping to align that executive's interests with stockholder interests.
Compensation Philosophy
The objectives of the executive compensation program are to align
compensation with business objectives and individual performance and to enable
the Company to attract, retain and reward executive officers who are expected
to contribute to the long-term success of the Company. The Company's executive
compensation philosophy is based on the principles of competitive and fair
compensation and sustained performance.
. Competitive and Fair Compensation
The Company is committed to providing an executive compensation program
that helps attract and retain highly qualified executives. In order to
ensure continuity of certain key members of management, the Board has
approved multi-year employment contracts with the Company's President
and Chief Executive Officer and the President of its NMT Neurosciences
Division. To ensure that compensation is competitive, the Company
compares its compensation practices with those of similar companies in
the industry and sets the Company's compensation guidelines based on
this review. The Compensation Committee believes compensation for the
Company's executive officers is within the range of compensation paid
to executives with comparable qualifications, experience and
responsibilities in the same or similar businesses and in companies of
comparable size and success. The Compensation Committee also strives to
achieve equitable relationships both among the compensation of
individual officers and between the compensation of officers and other
employees throughout the Company.
. Sustained Performance
Executive officers are rewarded based upon corporate performance and
individual performance. Corporate performance is evaluated by reviewing
the extent to which strategic scientific and business plan goals are
met, including such factors as meeting budgeted financial targets,
continued innovation in the development of the Company's technologies
and formation of new business alliances and acquisitions. Individual
performance is evaluated by reviewing the attainment of specified
individual objectives.
In evaluating each executive officer's performance, the Compensation
Committee and the Stock Option Committee generally conform to the following
process:
. Company and individual goals and objectives are set at the beginning of
the performance cycle.
. At the end of the performance cycle, the accomplishment of the
executive's goals and objectives and his or her contributions to the
Company are evaluated and communicated to the executive.
. The results, combined with comparative compensation practices of other
companies in the industry, are then used to review base salary levels
and to determine cash bonuses and stock compensation awards.
Annual compensation for the Company's executives generally consists of three
elements -- base salary, cash bonuses and stock options.
13
<PAGE>
Certain of the Company's executive officers have entered into employment
agreements with the Company which set forth that executive's base salary
during the term of the agreement. In addition, Mr. Tully's employment
agreement provides that salary increases beyond the annual increases set forth
in the agreement are to be considered by the Board annually and that any
actual additional increase in his base salary is at the discretion of the
Board. The base salaries are generally set by reviewing compensation for
competitive positions in the market and the historical compensation levels of
the particular executive. Payment of bonus awards is based on the Company's
financial performance as well as on individual performance measured against
targeted performance and various additional performance criteria. Seventy-five
percent of each executive's bonus compensation is objectively determined and
based upon the Company's achievement of financial goals established by the
Board of Directors. The remaining twenty-five percent of each executive's
bonus compensation is subjectively determined based upon targeted performance
criteria which varies for each executive based on his area of responsibility.
Subjective performance criteria include an executive's ability to motivate
others, develop the skills necessary to grow as the Company matures, recognize
and pursue new business opportunities and initiate programs to enhance the
Company's growth and success. With the exception of Mr. Knight, who received a
signing bonus when he joined the Company, none of the Company's executive
officers received a cash bonus in 1998.
Compensation at the executive officer level also includes the long-term
incentives afforded by stock options. The stock option program, which is
administered by the Stock Option Committee, is designed to align the long-term
interests of the Company's employees and its stockholders and to assist in the
retention of executives. The size of option grants is generally intended to
reflect the executive's position with the Company and his contributions to the
Company, including his success in achieving the individual performance
criteria described above. The option program generally uses a four-year
vesting period to encourage key employees to continue in the employ of the
Company. When granting stock options, it has generally been the policy of the
Company to fix the exercise price of such options at 100% of the fair market
value of the Common Stock on the date of grant. During 1998, all current
executive officers received options to purchase an aggregate of 65,000 shares
of Common Stock, at a weighted average exercise price of $4.97 per share.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally disallows a federal income tax deduction to public
companies for certain compensation in excess of $1.0 million paid to a
corporation's chief executive officer and any of its four other most highly
compensated executive officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. The
Company's 1996 Stock Option Plan and 1998 Equity Incentive Plan have been
structured to qualify income received upon the exercise of stock options
granted under such plans as qualifying performance-based compensation. The
Company intends to structure the performance-based portion of the compensation
of its executive officers in a manner that complies with the statute so as to
mitigate any disallowance of deductions.
Mr. Tully's 1998 Compensation
Mr. Tully, the President and Chief Executive Officer of the Company, is
eligible to participate in the same executive compensation plans available to
the other executive officers of the Company. The Compensation Committee and
the Stock Option Committee believe that Mr. Tully's annual compensation,
including the portion of his compensation based upon the Company's merit-based
stock option program, has been set at a level competitive with that of other
companies in the industry.
Mr. Tully's salary for 1998 increased to $249,760 from $216,426 in 1997. Mr.
Tully's cash compensation is based upon the terms of his employment agreement
with the Company. In connection with the signing of a
14
<PAGE>
new three-year employment contract commencing January 1, 1999, Mr. Tully also
received options to purchase 100,000 shares of Common Stock at an exercise
price of $4.50 per share. Mr. Tully did not participate in the Compensation
Committee's discussion of his 1998 bonus compensation.
Compensation Committee
C. Leonard Gordon
Jeffrey R. Jay, M.D.
Thomas M. Tully
Stock Option Committee
R. John Fletcher
Jeffrey R. Jay, M.D.
15
<PAGE>
Stock Performance Graph
The following graph compares the cumulative total stockholder return on the
Common Stock of the Company from September 27, 1996 (the date the Company's
Common Stock was registered under the Securities Exchange Act of 1934, as
amended) through December 31, 1998 with the cumulative total return during
this period of (i) The Nasdaq Stock Market -- U.S. Index and (ii) The S&P
Health Care (Medical Products and Supplies) Index. This graph assumes the
investment of $100 on September 27, 1996 in the Company's Common Stock and in
each of the indices listed above, and assumes dividends are reinvested.
[PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
9/27/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Nitinol Medical
Technologies, Inc. $100 $113.64 $72.73 $137.50 $129.55 $ 72.73 $ 93.75 $ 68.18 $ 38.64 $ 34.09
Nasdaq Stock Market -
U.S. Index $100 $104.91 $99.23 $116.68 $137.28 $128.74 $162.12 $166.81 $151.02 $194.77
S&P Health Care $100 $100.67 $99.59 $118.93 $123.67 $125.51 $165.05 $182.31 $170.98 $207.31
(Medical Products and
Supplies) Index
</TABLE>
16
<PAGE>
PROPOSAL 2 -- APPROVAL OF CERTIFICATE OF AMENDMENT TO THE
COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
On March 16, 1999, the Board of Directors of the Company unanimously voted
to recommend to the stockholders that the Company's Second Amended and
Restated Certificate of Incorporation be amended to change the Company's name
from Nitinol Medical Technologies, Inc. to NMT Medical, Inc. The proposed
change in the Company's name reflects the Company's transition from a nitinol-
based medical device manufacturer to a company supplying a broad range of
medical or health care related products.
The Board of Directors believes that the proposed Certificate of Amendment
to the Second Amended and Restated Certificate of Incorporation, which changes
the Company's name from Nitinol Medical Technologies, Inc. to NMT Medical,
Inc., is in the best interests of the Company and its stockholders and,
therefore, recommends a vote "FOR" this proposal.
INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Arthur Andersen LLP as
independent auditors of the Company for the current fiscal year. A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting to respond to appropriate questions, and to make a statement if he or
she so desires.
OTHER MATTERS
Matters to be Considered at the Meeting
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly
presented to the Annual Meeting, it is the intention of the persons named in
the accompanying proxy to vote, or otherwise act, in accordance with their
judgment on such matters.
Solicitation of Proxies
The Company will bear the costs of soliciting proxies. In addition to
solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile, e-mail and personal interviews. The Company will also
request that brokerage houses, custodians, nominees and fiduciaries both
forward copies of the proxy material to those persons for whom they hold
shares and request instructions for voting the proxies. The Company will
reimburse such brokerage houses and other persons for their reasonable
expenses in connection with this distribution.
17
<PAGE>
Stockholder Proposals for 2000 Annual Meeting
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Company at its principal
offices, 27 Wormwood Street, Boston, Massachusetts 02210 no later than January
5, 2000 in order to be considered for inclusion in the proxy statement for
that meeting.
If a stockholder of the Company wishes to present a proposal before the 2000
Annual Meeting of Stockholders, but does not wish to have the proposal
considered for inclusion in the Company's proxy statement and proxy card, such
stockholder must also give written notice to the Secretary of the Company at
the address noted above. The Secretary must receive such notice by March 20,
2000. If a stockholder fails to provide timely notice of a proposal to be
presented at the 2000 Annual Meeting of Stockholders, the proxies designated
by the Board of Directors of the Company will have discretionary authority to
vote on any such proposal.
By Order of the Board of Directors,
William J. Knight, Secretary
May 4, 1999
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
18
<PAGE>
NITINOL MEDICAL TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS--JUNE 3, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Thomas M.
Tully, William J. Knight and Steven D. Singer, and each of them, with power of
substitution and revocation, as Proxies to represent and vote as designated
hereon all the shares of stock of NITINOL MEDICAL TECHNOLOGIES, INC. (the
"Company") which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders of the Company to be held at the Company's
offices at 27 Wormwood Street, Boston, Massachusetts 02210-1625, on Thursday,
June 3, 1999 at 9:30 a.m., Boston, Massachusetts time, and at any adjournment
thereof.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
(continued and to be signed on the reverse side) SEE REVERSE SIDE
<PAGE>
Please Detach and Mail in the Envelope Provided
A [X] Please mark your votes
as in this example.
FOR all the nominees WITHHOLD authority
listed at right (except to vote for all
as marked to the nominees listed at
contrary below) right
PROPOSAL 1 -
Election of Directors: [ ] [ ]
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO Thomas M. Tully
VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A Morris Simon, M.D.
LINE THROUGH THAT NOMINEE'S NAME AT RIGHT. C. Leonard Gordon
Jeffrey F. Thompson
R. John Fletcher
Jeffrey R. Jay, M.D.
Robert A. Van Tassel, M.D.
FOR AGAINST ABSTAIN
PROPOSAL 2 - To approve an amendment to the Company's [ ] [ ] [ ]
Second Amended and Restated Certificate
of Incorporation, which changes the
Company's name from Nitinol Medical
Technologies, Inc. to NMT Medical, Inc.
The Board of Directors recommends a vote FOR the election of the nominees and
FOR proposal 2.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES AND FOR PROPOSAL 2.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
SIGNATURE OF STOCKHOLDER DATE ,1999
------------------------------------- --------
Note: Please sign exactly as name appears on this proxy, indicating, where
proper, official position or representative capacity. If the stock is registered
in the names of two or more persons, each should sign. When signing as an
executor, administrator, trustee, guardian or attorney, please give full title
as such. If a corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in full partnership name by an authorized
person.
