<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Vista 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)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
VISTA MEDICAL TECHNOLOGIES, INC.
5451 AVENIDA ENCINAS, SUITE A
CARLSBAD, CA 92008
March 15, 2000
TO THE STOCKHOLDERS OF
VISTA MEDICAL TECHNOLOGIES, INC.
You are cordially invited to attend a Special Meeting of the
Stockholders of Vista Medical Technologies, Inc., to be held on Monday, April 3,
2000 at 10:00 a.m. at the Company's headquarters located at 5451 Avenida
Encinas, Suite A, Carlsbad, California.
Details of the business to be conducted at the Special Meeting are
given in the attached Notice of Special Meeting and Proxy Statement.
If you do not plan to attend the Special Meeting, please sign, date and
return the enclosed proxy promptly in the accompanying reply envelope. If you
decide to attend the Special Meeting and wish to change your proxy vote, you may
do so automatically by voting in person at the Special Meeting.
We look forward to seeing you at the Special Meeting.
Sincerely,
John R. Lyon,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are
requested to complete, sign and date the enclosed proxy as promptly as possible
and return it in the enclosed envelope (to which no postage need be affixed if
mailed in the United States).
<PAGE>
VISTA MEDICAL TECHNOLOGIES, INC.
5451 AVENIDA ENCINAS, SUITE A
CARLSBAD, CALIFORNIA 92008
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 3, 2000
TO THE STOCKHOLDERS OF
VISTA MEDICAL TECHNOLOGIES, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Vista
Medical Technologies, Inc. (the "Company") will be held at the Company's
headquarters located at 5451 Avenida Encinas, Suite A, Carlsbad, California
92008 on Monday, April 3, 2000 at 10:00 a.m. local time for the following
purposes, as more fully described in the Proxy Statement accompanying this
Notice:
1. To approve the issuance and sale of up to 7,000,000
shares of the Company's Common Stock to certain
investors, which may include officers and/or
directors of the Company or their affiliates.
2. To approve a proposal to give the Board of Directors
the authority, at its discretion, to effect a reverse
split of the Company's Common Stock.
The Board of Directors has fixed the close of business on March 13,
2000 as the record date for the determination of stockholders entitled to notice
of and to vote at this Special Meeting and at any adjournment or postponement
thereof. Approval of the proposals to issue and sell shares of the Company's
Common Stock and to effect a reverse stock split require the affirmative vote of
the holders of a majority of the outstanding shares of the Company's Common
Stock.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed proxy as
promptly as possible in the envelope enclosed for your convenience. Should you
receive more than one proxy because your shares are registered in different
names and addresses, each proxy should be signed and returned to assure that all
your shares will be voted. You may revoke your proxy at any time prior to the
Special Meeting. If you attend the Special Meeting and vote by ballot, your
proxy will be revoked automatically and only your vote by ballot at the Special
Meeting will be counted. The prompt return of your proxy will assist us in
preparing for the Special Meeting.
By Order of the Board of Directors
Robert J. De Vaere
CHIEF FINANCIAL OFFICER, VICE PRESIDENT OF FINANCE
AND ADMINISTRATION AND SECRETARY
Carlsbad, California
MARCH 15, 2000
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VISTA MEDICAL TECHNOLOGIES, INC.
5451 AVENIDA ENCINAS, SUITE A
CARLSBAD, CALIFORNIA 92008
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 3, 2000
The enclosed proxy ("Proxy") is solicited on behalf of the Board of
Directors of Vista Medical Technologies, Inc., a Delaware corporation (the
"Company" or "Vista"), for use at the special meeting of stockholders to be held
on April 3, 2000 (the "Special Meeting"). The Special Meeting will be held at
10:00 a.m. at the Company's headquarters located at 5451 Avenida Encinas, Suite
A, Carlsbad, California. Stockholders of record on March 13, 2000 will be
entitled to notice of and to vote at the Special Meeting. These proxy
solicitation materials were first mailed to stockholders on or about March 15,
2000.
The mailing address of the principal executive office of the
Company is 5451 Avenida Encinas, Suite A, Carlsbad, California 92008.
PURPOSE OF THE SPECIAL MEETING
The specific proposals to be considered and acted upon at the Special
Meeting are summarized in the accompanying Notice of Special Meeting of
Stockholders ("Notice"). Each proposal is described in more detail in this Proxy
Statement.
VOTING RIGHTS AND SOLICITATION
VOTING
On March 13, 2000, the record date for determination of stockholders
entitled to notice of and to vote at the Special Meeting, 13,805,493 shares of
the Company's common stock, par value $.01 (the "Common Stock"), were issued and
outstanding. Each stockholder is entitled to one vote for each share of Common
Stock held by such stockholder on March 13, 2000.
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
as present for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions will be counted towards the tabulations
of votes cast on proposals presented to the stockholders and will have the same
effect as negative votes, whereas broker non-votes will not be counted for
purposes of determining whether a proposal has been approved.
PROXIES
If the enclosed Proxy is properly signed and returned, the shares
represented thereby will be voted at the Special Meeting in accordance with the
instructions specified thereon. If the Proxy does not specify how the shares
represented thereby are to be voted, the Proxy will be voted FOR the approval of
Proposal 1 and Proposal 2 described in this Proxy Statement and the accompanying
Notice. You may revoke or change your Proxy at any time before the Special
Meeting by filing with the Chief Financial Officer of the Company at the
Company's principal executive offices at 5451 Avenida Encinas, Suite A,
Carlsbad, California 92008, a notice of revocation or another signed Proxy with
a later date. You may also revoke your Proxy by attending the Special Meeting
and voting in person.
<PAGE>
SOLICITATION
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional soliciting material furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation materials to such beneficial owners. The original
solicitation of Proxies by mail may be supplemented by solicitation by
telephone, telegram or other means by directors, officers, employees or agents
of the Company. No additional compensation will be paid to these individuals for
any such services. Except as described above, the Company does not presently
intend to solicit Proxies other than by mail.
PROPOSAL 1
APPROVAL OF THE ISSUANCE AND SALE OF UP TO 7,000,000 SHARES OF THE COMPANY'S
COMMON STOCK TO CERTAIN INVESTORS, WHICH MAY INCLUDE OFFICERS AND/OR
DIRECTORS OF THE COMPANY, OR THEIR AFFILIATES
The Board of Directors of the Company approved and recommends to the
Company's stockholders a proposal to approve the issuance and sale of up to
7,000,000 shares (the "Shares") of the Company's Common Stock in a registered
public offering (the "Offering") to certain investors, which may include
officers and/or directors of the Company, or their affiliates.
THE OFFERING. The Company has filed a registration statement on Form
S-1 with the Securities and Exchange Commission ("SEC") to register the Shares.
The Offering will not be underwritten by an investment banking firm. Assuming
approval by the stockholders of the Offering and upon the SEC declaring the
registration statement effective, the Shares, or any of them, may be sold
directly by the Company for cash to investors, some of whom may include officers
and/or directors of the Company, or their affiliates. The Company is uncertain
of the exact amount of Shares that may be sold to any individual investor
however, the Company anticipates that no more than half of the Shares offered in
the Offering will be sold to officers and/or directors of the Company, or their
affiliates. The Company intends to sell the Shares at a price per share equal to
the average of the closing price for the Common Stock, as reported on the Nasdaq
SmallCap Market ("NSM"), for the thirty-day period ending on the trading day
prior to the closing date of the sale of the Shares to the respective investors,
in a range not to fall below $0.80 per share or exceed $1.00 per share. The net
proceeds to the Company will be the aggregate purchase price of the Shares less
the expenses related to the Offering. Assuming approval by the stockholders of
the Offering, the Company intends to use the net proceeds from the Offering for,
among other things, working capital, to fund the launch of the Company's
visualization product line for general surgery, and for other general corporate
and general product development purposes.
REASONS FOR THE OFFERING. On February 10, 2000, the listing of the
Company's Common Stock was transferred from the Nasdaq National Market ("NNM")
to the NSM as a result of Nasdaq's concern about the Company's ability to
maintain continued compliance with the NNM's minimum net tangible asset
requirement of $4,000,000. The Company presented Nasdaq with a compliance plan
to address this and other concerns which includes raising additional capital
pursuant to the Offering and possibly effecting a reverse stock split (see
Proposal 2). Stockholder approval of the Offering is sought in order to comply
with the Nasdaq Marketplace Rules (the "Rules") on corporate governance.
Pursuant to Rule 4310(c)(25)(H), Nasdaq requires that the Company's stockholders
approve the Offering for the following reasons: (i) the Shares may be sold to
officers and/or directors of the Company in excess of certain thresholds, (ii)
the Offering may result in a change of control of the Company, and (iii) the
Offering may result in greater than 20% of the Company's total shares
outstanding being sold at a discount to the market price of the Common Stock. In
the event the stockholders do not approve the Offering, the Company will be
unable to complete the Offering and maintain compliance with the corporate
governance requirements for listing on the NSM.
2
<PAGE>
EFFECTS OF THE OFFERING. The sale of the Shares will result in dilution
to the Company's existing stockholders. The purchase price of the Shares could
be below the current market price for the Company's Common Stock. This would
also result in dilution to existing stockholders and could also have an adverse
effect on the overall market for the Company's Common Stock.
The Board of Directors has determined that this proposal is in the best
interest of the Company and its stockholders, as it would raise additional
capital for the Company and potentially adjust the Company's net tangible assets
to maintain the minimum requirements for continued listing on the NSM. The Board
has determined that it is in the best interests of the Company and its
stockholders to maintain this listing in order to provide liquidity and
marketability of the Company's Common Stock. Assuming the stockholders approve
the Offering, there can be no assurance that the Offering will result in
continued compliance with the NSM's minimum net tangible asset requirement or
continued listing on the NSM.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1
PROPOSAL 2
APPROVAL TO GIVE THE BOARD OF DIRECTORS THE AUTHORITY, AT ITS DISCRETION, TO
EFFECT A REVERSE SPLIT OF THE COMPANY'S COMMON STOCK
The Board of Directors of the Company approved and recommends to the
Company's stockholders a proposal to amend the Company's Restated Certificate of
Incorporation (the "Amendment") to authorize, at the discretion of the Board, a
reverse split of the Company's Common Stock in a ratio not to exceed 1 for 8
(the "Reverse Split"). Should the stockholders approve the Amendment and the
Board of Directors elect to implement the Reverse Split, the Amendment will
result in the automatic conversion of between 2 and 8 shares (as determined by
the Board) of Common Stock outstanding as of the time of filing of the Amendment
with the Secretary of State of the State of Delaware (the "Effective Date") into
one share of Common Stock.
REASONS FOR THE REVERSE SPLIT. On February 10, 2000, the listing of the
Company's Common Stock was transferred from the NNM to the NSM as a result of
Nasdaq's concern about the Company's ability to maintain continued compliance
with the NNM's minimum net tangible asset requirement of $4,000,000. The Company
presented Nasdaq with a compliance plan to address this and other concerns. The
compliance plan consisted of (i) obtaining additional capital, which the Company
is currently engaged in and seeking shareholder approval for (see Proposal 1)
and (ii) the Reverse Split, intended to increase the price of the Common Stock
to meet or exceed the one dollar minimum bid price requirement. There can be no
assurance, however, that a Reverse Split will enable the Common Stock to
maintain the minimum bid price required for continued listing on the NSM.
EFFECTS OF THE REVERSE SPLIT. If the stockholders approve this proposal
and the Board of Directors elects to effect the Reverse Split, the Board of
Directors will have the discretion to implement the Reverse Split at a ratio not
to exceed 1 for 8. The Reverse Split would not reduce the number of currently
authorized shares from 35,000,000; however, all issued and outstanding shares of
the Company's Common Stock, options and warrants to purchase the Company's
Common Stock, and share reserves under the Company's stock option plan and
employee stock purchase plan would be appropriately adjusted to reflect the
change in outstanding shares automatically upon the Effective Date. Assuming the
stockholders approve the Reverse Split and the Board of Directors elects to
effect the Reverse Split, no fractional shares would be issued, rather, all
fractional shares would be rounded down (but not below one share) and the
Company would pay the affected stockholder the fair market value of such
fractional share, as reasonably determined by the Board of Directors. The
Reverse Split would affect all stockholders equally and would not affect any
stockholder's proportionate equity interest in the Company, except for those
stockholders who would receive cash in lieu of a fractional share.
Factors that will affect the Board of Directors' decision as to whether
to implement the Reverse Split and, if so, what the appropriate Reverse Split
ratio will be, will include: overall stock market and price per share trends of
the Common Stock, business developments, and actual and projected earnings.
3
<PAGE>
The following chart illustrates the approximate number of shares
outstanding if this proposal is approved at all the possible Reverse Split
ratios (based on approximately 13,805,493 shares of Common Stock outstanding on
the Record Date):
APPROXIMATE # OF
RATIO OUTSTANDING SHARES
--------------------------------------- ------------------
Current (1:1) 13,805,493
1:2 6,902,746
1:3 4,601,831
1:4 3,451,373
1:5 2,761,098
1:6 2,300,915
1:7 1,972,213
1:8 1,725,686
TAX CONSEQUENCES. The following discussion summarizing certain federal
income tax consequences is based on the Internal Revenue Code of 1986, as
amended (the "Code"), the applicable Treasury Regulations promulgated
thereunder, judicial authority and current administrative rulings and practices
in effect on the date of this proxy statement. This discussion is for general
information only and does not discuss consequences which may apply to special
classes of taxpayers (e.g. non-resident aliens, broker-dealers or insurance
companies). This discussion does not address any foreign, state or local tax
consequences of the Reverse Split. The Company will not seek a ruling from the
Internal Revenue Service or an opinion of counsel with respect to the federal
income tax consequences of the Reverse Split. In light of the foregoing,
stockholders are urged to consult their own tax advisors to determine the
particular consequences to them.
A reverse stock split will constitute a reorganization within the
meaning of Section 368(a)(1)(E)(5) of the Code and will not result in any gain
or loss recognized by the company. The receipt of new shares of common stock
solely in exchange for old shares of common stock pursuant to a reverse stock
split will not generally result in recognition of gain or loss to the
stockholders. The aggregate adjusted tax basis of a stockholder's new common
stock will be the same as the aggregate adjusted tax basis of the shares of old
common stock exchanged therefor. The holding period of the new common stock will
include the holding period of the old common stock exchanged therefor.
Stockholders who receive cash in lieu of fractional shares will be treated as if
they had received such fractional shares and then sold them back to the company,
and such stockholders will recognize gain or loss equal to the difference
between the amount of cash received and their basis in the fractional share.
EXCHANGE OF CERTIFICATES. Assuming the stockholders approve the Reverse
Split and that the Board of Directors elects to implement the Reverse Split, the
conversion will occur automatically on the Effective Date and, shortly
thereafter, stockholders will be required to exchange their old certificates for
new certificates in the appropriate denominations. This exchange will be handled
by the Company's transfer agent. Stockholders will not be required to pay a fee
for such services, rather such expenses will be borne by the Company. As soon as
practicable after the Effective Date of the Reverse Split, transmittal forms
will be mailed to each holder of record of certificates representing shares of
Common Stock. Stockholders of record will use this transmittal form to surrender
and exchange their current certificates for new certificates representing the
post-split number of shares of Common Stock to which the stockholder is
entitled. The transmittal forms will be accompanied by instructions specifying
other details of the exchange. Upon the receipt of such transmittal form, each
stockholder of record should promptly surrender any certificates representing
the shares of Common Stock owned by such stockholder prior to the Reverse Split,
in accordance with the applicable instructions. Each holder who surrenders
certificates will receive one or more new certificates representing the whole
number of shares of Common Stock that such stockholder holds as a result of the
Reverse Split. Stockholders whose shares are held beneficially in "street" name
through a nominee such as a financial institution or other holder of record will
not be required to take any action with respect to the exchange of certificates.
The nominee holder will physically exchange such certificates on your behalf.
4
<PAGE>
STOCKHOLDERS SHOULD NOT SUBMIT CERTIFICATES UNTIL REQUESTED TO DO SO IN
WRITING BY THE COMPANY'S TRANSFER AGENT.
After the Effective Date, each certificate representing shares of
Common Stock outstanding prior to the Effective Date will, until surrendered and
exchanged as described above, be deemed, for all corporate purposes, to evidence
ownership of the number of shares of Common Stock into which the shares of
Common Stock evidenced by such certificate have been converted by the Reverse
Split.
The Board of Directors has determined that this proposal is in the best
interest of the Company and its stockholders, as it would potentially adjust the
market value of the Common Stock upward to ensure the minimum bid price
requirement for continued listing on the NSM ($1.00) continues to be met. The
Board has determined that it is in the best interests of the Company and its
stockholders to maintain this listing in order to provide liquidity and
marketability of the Company's Common Stock. Assuming the stockholders approve
the Reverse Split and the Board decides to effect the Reverse Split, there can
be no assurance that the Reverse Split will result in continued compliance with
the NSM's minimum bid requirement or continued listing on the NSM.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2
5
<PAGE>
OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's Common Stock as of
January 31, 2000, by (i) all persons who are beneficial owners of five percent
(5%) or more of the Company's Common Stock, (ii) each director, (iii) each
executive officer, and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Percentage
Name and Address of Beneficial Owner (1) Number of Shares (1) Beneficially Owned(2)
- ---------------------------------------------------------- -------------------------- ---------------------
<S> <C> <C>
Funds advised by Domain Associates (3) 1,873,320 13.6%
One Palmer Square
Princeton, NJ 08542
SBIC Partners, L.P. 1,633,625 11.8%
201 Main Street, Suite 2302
Fort Worth, TX 76102
Medtronic Asset Management, Inc. 1,600,000 11.6%
7000 central Avenue NE
Minneapolis, MN 55432
Foster City Partners 1,551,944 11.2%
950 Tower Lane, Suite 800
Foster City, CA 94404
Biotechnology Investments Limited (B.I.L.) 926,736 6.7%
Post Office Box 58
St. Julian's Court
St. Peter Port
Guernsey, Channel Islands
One Liberty Fund III, L.P. 646,915 4.7%
1 Liberty Square, 2nd Floor
Boston, MA 02109
James C. Blair (4) 1,878,320 13.6%
John R. Lyon (5) 446,058 3.2%
Olav B. Bergheim (6) 24,500 *
Nicholas B. Binkley (7) 1,644,125 11.9%
Daniel J. Holland (8) 672,415 4.9%
Larry Osterink (9) 144,500 1.0%
Koichiro Hori (10) 264,406 1.9%
Allen Newman (11) 224,733 1.6%
Robert J. De Vaere (12) 85,478 *
All directors and executive officers as a 5,364,535 37.5%
group (9 persons) (13)
* Less than 1%
</TABLE>
6
<PAGE>
(1) Except as indicated in the footnotes to this table, the persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, subject to
community property laws, where applicable. Share ownership in each case
includes shares issuable upon exercise of certain outstanding options
as described in the footnotes below. The address for those individuals
for which an address is not otherwise indicated is: 5451 Avenida
Encinas, Suite A, Carlsbad, California 92008.
(2) Percentage of ownership is calculated pursuant to Commission Rule
13d-3(d)(1).
(3) Includes 1,767,787 shares beneficially owned by Domain Partners III,
L.P., 24,161 shares beneficially owned by Domain Partners, II L.P.,
61,872 shares beneficially owned by DP III Associates, L.P. and 19,500
shares beneficially owned by Domain Associates L.L.C. Dr. Blair is a
general partner of One Palmer Square Associates, II, L.P., which is the
general partner of Domain Partners II, L.P., and he is also a general
partner of One Palmer Square Associates, III, L.P., the general partner
of Domain Partners III, L.P. and DP III Associates. Dr. Blair has an
indirect beneficial ownership of these shares. Dr. Blair is a managing
member of Domain Associates L.L.C. Excludes 926,736 shares beneficially
owned by BIL. Pursuant to a contractual agreement, Domain Associates
L.L.C. is the U.S. venture capital advisor to BIL. Domain Associates
L.L.C. has neither voting nor investment power over BIL and Dr. Blair
and Domain Associates L.L.C. disclaim beneficial ownership of the BIL
shares.
(4) Includes 5,000 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000. Also includes 1,767,787 shares
beneficially owned by Domain Partners III, L.P., 24,161 shares
beneficially owned by Domain Partners, II L.P., 61,872 shares
beneficially owned by DP III Associates, L.P. and 19,500 shares
beneficially owned by Domain Associates L.L.C. Dr. Blair is a general
partner of One Palmer Square Associates, II, L.P., which is the general
partner of Domain Partners II, L.P., and he is also a general partner
of One Palmer Square Associates, III, L.P., the general partner of
Domain Partners III, L.P. and DP III Associates. Dr. Blair has an
indirect beneficial ownership of these shares. Dr. Blair is a managing
member of Domain Associates L.L.C. Excludes 926,736 shares beneficially
owned by BIL. Pursuant to a contractual agreement, Domain Associates
L.L.C. is the U.S. venture capital advisor to BIL. Domain Associates
L.L.C. has neither voting nor investment power over BIL and Dr. Blair
and Domain Associates L.L.C. disclaim beneficial ownership of the BIL
shares.
(5) Includes 265,000 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000.
(6) Includes 5,000 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000. Mr. Bergheim is employed by Domain
Associates as a Venture Partner. Mr. Bergheim has no beneficial
ownership of any of the shares owned by funds advised by Domain
Associates.
(7) Includes 6,500 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000. Also includes 4,000 shares
beneficially owned by The Binkley Family Trust, of which Mr. Binkley is
a trustee, and 1,633,625 shares beneficially owned by SBIC Partners,
L.P., a Texas limited partnership ("SBIC Partners"). SBIC Partners is
the beneficial owner of all shares of the Company's Common Stock
registered in its name. Forrest Binkley & Brown L.P., a Texas limited
partnership ("FBB"), is the managing general partner of SBIC Partners,
and Forrest Binkley & Brown Venture Co., a Texas corporation ("Venture
Co."), is the sole general partner of FBB. Mr. Binkley is a limited
partner of FBB, and is an executive officer, director and shareholder
of Venture Co. Mr. Binkley disclaims beneficial ownership with respect
to all shares of Common Stock owned by SBIC Partners, except to the
extent of his pecuniary interest therein.
(8) Includes 1,000 shares owned by Mr. Holland and 24,500 shares issuable
upon exercise of options exercisable within 60 days of January 31,
2000. Also includes 646,915 shares beneficially owned by One Liberty
Fund III, L.P. Mr. Holland is a general partner of One Liberty Partners
III, L.P., which is a general partner of One Liberty Fund III, L.P. Mr.
Holland disclaims beneficial ownership with respect to all shares of
Common Stock owned by One Liberty Fund III, L.P.
7
<PAGE>
(9) Includes 24,500 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000.
(10) Includes 11,000 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000.
(11) Includes 145,000 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000.
(12) Includes 20,979 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000.
(13) Includes 507,479 shares issuable upon exercise of options exercisable
within 60 days of January 31, 2000. See also footnotes 3, 4, 7 and 8.
THE BOARD OF DIRECTORS OF VISTA
MEDICAL TECHNOLOGIES, INC.
Dated: March 15, 2000
8
<PAGE>
DETACH HERE
PROXY
VISTA MEDICAL TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John R. Lyon and Robert J. De Vaere
jointly and severally, as proxies, with full power of substitution and
resubstitution to vote all shares of stock which the undersigned is entitled
to vote at the Special Meeting of Stockholders of Vista Medical Technologies,
Inc. to be held on Monday, April 3, 2000, or at any postponement or
adjournments thereof, as specified on this proxy, and to vote in his
discretion on such other business as may properly come before the meeting and
any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Vista Medical Technologies, Inc. develops, manufactures and markets
proprietary visualization and information systems that enable minimally
invasive surgical solutions in heart, head, neck and spine, general surgical
and other selected microsurgical procedures.
DETACH HERE
PLEASE MARK
X VOTES AS IN
THIS EXAMPLE
1. To approve the issuance and sale of up to 7,000,000 shares of the Company's
Common Stock to certain investors, which may include officers and/or
directors of the Company, or their affiliates.
FOR AGAINST ABSTAIN
/ / / / / /
2. To approve a proposal to give the Board of Directors the authority, at
its discretion, to effect a reverse split of the Company's Common Stock.
FOR AGAINST ABSTAIN
/ / / / / /
UNLESS OTHERWISE SPECIFIED BY THE UNDERSIGNED, THIS PROXY WILL BY VOTED FOR
PROPOSALS 1 AND 2 AND WILL BE VOTED BY THE PROXYHOLDERS AT THEIR DISCRETION
AS TO ANY OTHER MATTERS PROPERLY TRANSACTED AT THE MEETING OR ANY
ADJOURNMENTS THEREOF. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS JUST SIGN BELOW, NO BOXES NEED BE CHECKED.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
Please sign exactly as name appears hereon if signing as attorney, executor,
administrator, trustee or guardian, please give full title as such, and, if
signing for a corporation, give your title. When shares are in the name of
more than one person, each should sign.
