<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SONOSITE, 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.
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Per unit price or
other underlying
Title of each class of Aggregate number of value of transaction Proposed maximum
securities to which securities to which computed pursuant to aggregate value
transaction applies: transaction applies: Exchange Act Rule 0-11: of transaction: Total Fee Paid
=====================================================================================================================
<S> <C> <C> <C> <C>
=====================================================================================================================
</TABLE>
[_] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO OF SONOSITE, INC.]
March 27, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of Shareholders
of SonoSite, Inc., which will be held on Wednesday, May 3, at 9:00 a.m., local
time, at the Bellevue Club, 11200 Southeast Sixth Street, Bellevue, Washington.
At the annual meeting, you will elect nine directors to SonoSite's board of
directors and transact any other business properly presented at the meeting.
SONOSITE'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEES FOR DIRECTOR.
You should read carefully the accompanying notice of annual meeting of
shareholders and the proxy statement for additional related information.
Whether or not you plan to attend the annual meeting, please complete, sign
and date the enclosed proxy card and return it promptly in the enclosed
postage-prepaid envelope. Your stock will be voted in accordance with the
instructions you have given in your proxy. If you attend the annual meeting,
you may vote in person if you wish, even though you previously returned your
proxy card. Your prompt cooperation will be greatly appreciated.
Sincerely,
/s/ Kevin M. Goodwin
Kevin M. Goodwin
President and Chief Executive
Officer
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD.
<PAGE>
[LOGO OF SONOSITE, INC.]
SONOSITE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, MAY 3, 2000
We will hold the 2000 Annual Meeting of Shareholders of SonoSite, Inc. at
9:00 a.m., local time, on Wednesday, May 3, 2000 at the Bellevue Club, 11200
Southeast Sixth Street, Bellevue, Washington, for the following purposes:
(1) To elect nine directors of SonoSite.
(2) To transact such other business as may properly come before the annual
meeting or any adjournment or postponement thereof.
The board of directors fixed the close of business on March 15, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the annual meeting.
The directors elected will be the nine candidates receiving the greatest
number of votes cast, in person or by proxy, at the annual meeting.
You are cordially invited to attend the annual meeting. To ensure your
representation at the annual meeting, you are urged to mark, sign, date and
return the enclosed proxy as promptly as possible in the enclosed
postage-prepaid envelope, even if you plan to attend the annual meeting. The
shares will be voted in accordance with the instructions you give in your
proxy. You may revoke your proxy at anytime before it is voted by returning a
proxy for the same shares bearing a later date, filing with the Secretary of
SonoSite a written revocation bearing a later date or by attending the annual
meeting and voting in person.
By order of the Board of Directors
/s/ Donald F. (Guy) Seaton III
Donald F. (Guy) Seaton III
Chief Financial Officer and
Secretary
Bothell, Washington
March 27, 2000
<PAGE>
SONOSITE, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
This proxy statement is being furnished to holders of shares of common stock
of SonoSite in connection with the solicitation of proxies by our board of
directors for use at our 2000 Annual Meeting of Shareholders held at the
Bellevue Club, 11200 Southeast Sixth Street, Bellevue, Washington at 9:00 a.m.,
local time, on Wednesday, May 3, 2000. Matters to be considered at the annual
meeting are set forth in the accompanying notice of annual meeting of
shareholders. The principal executive offices of SonoSite are located at 19807
North Creek Parkway, Suite 200, Bothell, Washington 98011-8214. It is expected
that this proxy statement and accompanying form of proxy will be mailed to
shareholders on March 27, 1999.
Record Date; Shares Entitled to Vote; Vote Required
Only our shareholders of record at the close of business on March 15, 2000
are entitled to notice of and to vote at the annual meeting. On that date there
were 9,318,826 shares of common stock outstanding. The number of shareholders
of record of the common stock on March 15, 2000, was 4,945. This figure does
not include the number of shareholders whose shares are held by a broker or
clearing agency, but does include each such brokerage house or clearing agency
as one holder of record.
Revocability of Proxies
Shares represented at the annual meeting by properly executed proxies will be
voted at the annual meeting and, where the shareholder giving the proxy
specifies a choice, the proxy will be voted in accordance with the
specification so made. A proxy may be revoked by a shareholder at anytime
either by (1) filing with the Secretary of SonoSite, prior to the annual
meeting, either a written revocation or a duly executed proxy bearing a later
date or (2) attending the annual meeting and voting in person, regardless of
whether a proxy has previously been given. Presence at the annual meeting will
not revoke the shareholder's proxy unless such shareholder votes in person.
Quorum and Voting
You will be entitled to one vote per share of common stock you hold. You are
not entitled to cumulative voting rights in the election of directors. Action
may be taken on a matter submitted to shareholders at the annual meeting only
if a quorum exists. One third of the outstanding shares of common stock
entitled to vote, present in person or represented by proxy, constitutes a
quorum.
Under applicable law and SonoSite's Restated Articles of Incorporation and
Bylaws, if a quorum is present at the annual meeting, the nine nominees for
election of directors who receive the greatest number of votes cast for the
election of directors by shares present in person or represented by proxy and
entitled to vote shall be elected director. Abstentions from voting on the
election of directors will have no impact on the outcome because no vote has
been cast in favor of any nominee.
When brokers holding stock for the accounts of their clients vote proxies on
some but not all of the proposals at a meeting, the missing votes are referred
to as "broker nonvotes." Under the rules of the National Association of
Security Dealers, such brokers who have not been given specific voting
instructions by their clients as to the election of directors may vote their
clients' proxies in their own discretion. Accordingly, there cannot be any
broker nonvotes as to the election of directors.
Solicitation of Proxies
Proxies may be solicited by our directors, officers and regular employees,
without payment of any additional compensation to them. Proxies may be
solicited in person, by mail and telephone. Any costs relating
<PAGE>
to such solicitation will be borne by us. In addition, we may reimburse
brokerage firms and other persons representing beneficial owners of common
stock for their expenses in forwarding solicitation materials to beneficial
owners.
PROPOSAL 1: ELECTION OF DIRECTORS
At the annual meeting, nine directors are to be elected to hold office for a
term of one year and, in each case, until his successor shall be elected and
shall qualify. The board of directors has no reason to believe that any of the
nominees listed below will be unable to serve as a director. If, however, any
nominee becomes unavailable, the proxies will have discretionary authority to
vote for a substitute nominee.
Unless authority to do so is withheld, the persons named as proxies in the
accompanying proxy will vote FOR the election of the nominees listed below.
The following table sets forth the name and age of each nominee for election
as a director, the positions and offices held by the nominee with SonoSite and
the period during which the nominee has served as a director of SonoSite.
Nominees
<TABLE>
<CAPTION>
Positions and Offices With Director
Name Age SonoSite Since
---- --- -------------------------- --------
<S> <C> <C> <C>
Kirby L. Cramer..................... 63 Chairman of the Board of 1998
Directors
Kevin M. Goodwin.................... 42 President, Chief Executive 1998
Officer and Director
Edward V. Fritzky................... 49 Director 1998
Steven R. Goldstein, M.D. .......... 49 Director 1998
Ernest Mario, Ph.D. ................ 62 Director 1999
William G. Parzybok, Jr. ........... 57 Director 1998
Jeffrey Pfeffer, Ph.D. ............. 53 Director 1998
Dennis A. Sarti, M.D. .............. 57 Director 1998
Jacques Souquet, Ph.D. ............. 52 Director 1998
</TABLE>
Kirby L. Cramer has served as our Chairman of the board of directors since
April 1998. Since 1991, Mr. Cramer has served as Chairman Emeritus of Hazleton
Laboratories Corporation, a contract biological and chemical research
laboratory, which was acquired by Corning Incorporated in 1987. Since 1993, he
has also served as Chairman of Northwestern Trust Company, a capital management
company. From 1987 to 1991, Mr. Cramer served as Chairman of Hazleton
Laboratories Corporation. From 1968 to 1987, Mr. Cramer served as Chief
Executive Officer of Hazleton Laboratories Corporation. In addition to the
above, Mr. Cramer is a member of the boards of directors of Immunex
Corporation, a biotechnology company, DJ Orthopedics Corporation, an orthopedic
device company, Huntingdon Life Sciences Group plc, a contract clinical testing
laboratory, The Commerce Bank of Washington, a savings and loan institution,
N.A., Landec Corporation, a supplier of shipboard local area networks, and
Ragen MacKenzie Group Incorporated, a retail securities brokerage. Mr. Cramer
holds a B.A. degree from Northwestern University and an M.B.A. degree from the
University of Washington and is a graduate of the Harvard Business School's
Advanced Management Program.
Kevin M. Goodwin has served as our President, Chief Executive Officer and a
director since April 1998. From February 1997 to April 1998, Mr. Goodwin served
as Vice President and General Manager of ATL Ultrasound, Inc.'s handheld
systems business group. From August 1991 to February 1997, Mr. Goodwin served
as Vice President and General Manager of ATL Ultrasound's businesses in Asia,
the Pacific and Latin America. From 1987 to August 1991, Mr. Goodwin served in
a variety of sales positions at ATL Ultrasound. From 1980 to 1987, Mr. Goodwin
served in various management positions with American Hospital Supply, Picker
International, and Baxter Healthcare Corporation, all medical equipment and
supply distributors. Mr. Goodwin holds a degree in business administration from
Monmouth College, with an emphasis on hospital management, and attended the
Executive Program at the Stanford Graduate School of Business.
2
<PAGE>
Edward V. Fritzky has served as a director of SonoSite since April 1998. Mr.
Fritzky has served as Chairman of the board and Chief Executive Officer of
Immunex Corporation, a biotechnology company, since January 1994. From 1992 to
1994, he served as President of Lederle Laboratories, a division of American
Cyanamid Company, a pharmaceutical and chemical company. Mr. Fritzky was Vice
President of Lederle Laboratories from 1989 to 1992. Prior to joining Lederle
Laboratories, he was an executive at Searle Pharmaceuticals, Inc., a subsidiary
of the Monsanto Company, a pharmaceutical and chemical company. During his
tenure at Searle, Mr. Fritzky was Vice President, Marketing for the United
States and later President and General Manager of Searle Canada, Inc., a joint
venture with Lorex Pharmaceuticals. Mr. Fritzky also serves on the board of
directors of Geron Corporation, a biopharmaceutical company. Mr. Fritzky holds
a B.A. degree from Duquesne University and is a graduate of the Advanced
Executive Program at the J.L. Kellogg Graduate School of Management at
Northwestern University.
Steven R. Goldstein, M.D. has served as a director of SonoSite since April
1998. Since 1995, he has served as Professor of Obstetrics and Gynecology at
New York University School of Medicine. Since July 1980, Dr. Goldstein has held
various positions as a doctor of Obstetrics and Gynecology at New York
University Medical Center, serving as Director of Gynecological Ultrasound
since 1994, and as Co-Director of Bone Densitometry for the Department of
Obstetrics and Gynecology since 1997. Dr. Goldstein holds an M.D. degree from
New York University School of Medicine and completed his residency in
Obstetrics and Gynecology at New York University-affiliated hospitals in 1980.
Ernest Mario, Ph.D. has served as a director of SonoSite since December 1999.
Since 1993, Dr. Mario has served as Chairman of the board and Chief Executive
Officer of ALZA Corporation, a manufacturer of therapeutic drug delivery
systems. Prior to joining ALZA, Dr. Mario served as Chief Executive of Glaxo
Holdings plc, a pharmaceutical corporation, from May 1989 to March 1993, and as
Deputy Chairman from January 1992 to March 1993. Prior to that time, Dr. Mario
served as Chairman and Chief Executive Officer of Glaxo, Inc., a subsidiary of
Glaxo Holdings, from 1988 to 1989 and as President and Chief Operating Officer
of Glaxo, Inc. from 1986 to 1988. Dr. Mario is also a Director of Catalytica,
Inc., a biotechnology company, COR Therapeutics, Inc., a cardio-therapeutics
company, and Pharmaceutical Product Development, Inc., a pharmaceutical product
company. Dr. Mario holds a B.S. from Rutgers University, and M.S. and Ph.D.
degrees in physical sciences from the University of Rhode Island. He is an
adjunct professor of pharmacy at the University of Rhode Island, and holds
honorary doctorates from the University of Rhode Island and Rutgers University.
William G. Parzybok, Jr. has served as a director of SonoSite since May 1998.
From February 1991 to July 1998, Mr. Parzybok was Chairman of the board and
Chief Executive Officer of Fluke Corporation, a manufacturer of electronic test
and measurement instruments. From 1988 to 1991, he served as Vice President and
General Manager of various groups of Hewlett-Packard Company, a computer
hardware and instrument manufacturer. Mr. Parzybok is a director of Penford
Corporation, a chemical company, and WRQ, Inc., a software company. Mr.
Parzybok holds B.S. and M.S. degrees from Colorado State University.
Jeffrey Pfeffer, Ph.D. has served as a director of SonoSite since April 1998.
He is the Thomas D. Dee II Professor of Organizational Behavior at the Graduate
School of Business at Stanford University, where he has been a faculty member
since 1979. He also served on the faculty at the University of Illinois and the
University of California at Berkeley and served as the Thomas Henry Carroll-
Ford Foundation Visiting Professor of Business Administration at Harvard
Business School. Dr. Pfeffer is a member of the boards of directors of Portola
Packaging, Inc., a plastic closure manufacturer, and Resumix, Inc., a Web-based
human resources company. Dr. Pfeffer holds B.S. and M.S. degrees from Carnegie
Mellon University and a Ph.D. from Stanford University.
Dennis A. Sarti, M.D. has served as a director of SonoSite since July 1998.
Since October 1993, Dr. Sarti, a radiologist, has served as Chairman of the
Department of Medical Imaging at St. John's Health Center in Santa Monica,
California. Since April 1994, he has also served as director of the Technology
Steering Committee for St. John's Health Center. From July 1978 to July 1986,
Dr. Sarti served as the Director of
3
<PAGE>
Diagnostic Ultrasound at the UCLA School of Medicine. Dr. Sarti holds a B.S.
degree from St. Vincent's College and an M.D. degree from the University of
Pittsburgh School of Medicine.
Jacques Souquet, Ph.D. has served as a director of SonoSite since March 1998.
Dr. Souquet has served as Chief Technology Officer and Senior Vice President
for Product Generation at ATL Ultrasound since June 1993. From March 1989 to
June 1993, Dr. Souquet served as Director of Strategic Marketing and Product
Planning and Vice President for Product Generation of ATL Ultrasound. He joined
ATL Ultrasound in August 1981 as a principal scientist in the cardiology
division. Dr. Souquet received a High Engineering Degree from Ecole Superieure
d'Electricite of Paris, France, a Ph.D. degree from Orsay University of France
in the field of optical memory, and a second Ph.D. degree from Stanford
University in the field of new acoustic imaging techniques for medical
ultrasound applications and nondestructive testing.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES.
Director Compensation
Directors who are employees of SonoSite do not receive any fee for their
services as directors. Directors who are not employees of SonoSite are paid an
annual retainer of $16,000 plus $1,000 for each sequence of board of directors
and committee meetings attended. Any nonemployee director serving as Chairman
of the board is paid an additional $75,000 per year. We also reimburse
directors for reasonable expenses they incur in attending meetings of the
board.
Directors are eligible to receive options to purchase shares of our common
stock under our Nonemployee Director Stock Option Plan and our Amended and
Restated 1998 Option, Stock, Appreciation Right, Restricted Stock, Stock Grant
and Performance Unit Plan (the "1998 Plan"). Under these plans, we established
a program under which each nonemployee director automatically receives an
option to purchase 10,000 shares of our common stock on the date of his or her
first SonoSite board meeting. Each nonemployee director thereafter receives an
option to purchase 5,000 shares of our common stock on the anniversary date of
the initial grant for as long as the director serves on our board. In lieu of
these grants, a nonemployee director elected as Chairman of our board will
receive, upon his or her initial election to this position, an option to
purchase 25,000 shares of our common stock. The Chairman will thereafter
automatically receive an option to purchase 10,000 shares of our common stock
on the anniversary date of the first Chairman grant as long as the director
serves in that position. All options have an exercise price equal to the fair
market value of the common stock on the date of grant. Options vest twelve
months after the date of grant, assuming a director's continued service on our
board during this time. Options expire on the tenth anniversary of the date of
grant, subject to earlier termination if a director ceases to be a director.
Immediately prior to a merger, consolidation, liquidation or similar
reorganization of SonoSite, an option granted under these plans may be
exercised in whole or in part, regardless of whether the vesting schedule for
the options have been satisfied.
Information on Committees of the Board of Directors and Meetings
We have established a compensation committee and an audit committee. Each of
these committees is responsible to the board of directors and its activities
are subject to approval of the board. The functions performed by these
committees are summarized below.
Compensation Committee. The compensation committee's responsibilities
include:
. reviewing and approving the compensation and benefits for directors and
our executive officers;
. administering our incentive compensation and benefits plans; and
. making recommendations to the board of directors regarding such matters.
The members of the compensation committee currently are Mr. Parzybok
(Chairman), Dr. Pfeffer and Dr. Sarti. There were four compensation committee
meetings in 1999.
4
<PAGE>
Audit Committee. The audit committee's responsibilities include:
. facilitating the Company's relationship with independent auditors;
. reviewing and assessing the performance of accounting and finance
personnel within the Company;
. communicating to the full board of directors the results of work
performed by and issues raised by the Company's independent auditors and
legal counsel; and
. evaluating the Company's management of assets and reviewing policies
relating to asset management.
The members of the audit committee currently are Mr. Fritzky (Chairman), Dr.
Souquet and Dr. Goldstein. There were four audit committee meetings in 1999.
In 1999, there were seven meetings of the board of directors. Each board
member attended at least 75% of the meetings of the board and each committee of
which he was a member.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves as a member of the compensation
committee or board of directors of any entity that has an executive officer
serving as a member of our compensation committee or board of directors.
EXECUTIVE OFFICERS
The executive officers of SonoSite, and their ages as of December 31, 1999,
are as follows:
<TABLE>
<CAPTION>
Officer
Name Age Position Since
---- --- -------- -------
<C> <C> <S> <C>
Andrew T. Dunn.............. 37 Vice President-Marketing 1999
Kevin M. Goodwin............ 42 President, Chief Executive Officer
and Director 1998
Allen W. Guisinger.......... 57 Vice President-North American Sales
and Distribution 1998
David H. Gusdorf............ 45 Vice President-Strategic Market
Development 1998
Jens U. Quistgaard, Ph.D. .. 36 Vice President-Product Development 1998
Donald F. (Guy) Seaton III.. 42 Vice President-Operations, Chief
Financial Officer, Treasurer and
Secretary 1998
Douglas W. Tefft............ 53 Vice President-Business Development
and International Distribution 1998
</TABLE>
For a biographical summary of Mr. Goodwin, see "ELECTION OF DIRECTORS --
Nominees."
Andrew T. Dunn has served as our Vice President-Marketing since October,
1999. Mr. Dunn joined SonoSite in 1998 as a Director of Marketing. From 1997 to
1998, Mr. Dunn was Vice President of Marketing for Lucent Medical Systems, a
medical-device start-up company. At Lucent Medical Systems, Mr. Dunn was
responsible for strategic planning, product development, emerging markets
research, distribution and promotion. From 1989 to 1997, Mr. Dunn held a series
of positions with Physio-Control International, a medical-device manufacturer,
including Group Marketing Manager for worldwide products, Group Marketing
Manager for new products, International Marketing Manager and Japan-Area Sales
Manager. Mr. Dunn holds a master of management degree from the J.L. Kellogg
Graduate School of Management at Northwestern University, and a B.A. degree
from Dartmouth College.
Allen W. Guisinger has served as our Vice President-North American Sales and
Distribution since October 1999. From November 1998 to September 1999, Mr.
Guisinger served as our Vice President--Global Education and Strategic
Partnerships. From January 1993 to November 1998, he operated Marketek
Professional Services, a strategic consulting business for high-technology
companies, during which time he served as a consultant for ATL Ultrasound and
SonoSite. From January 1986 to December 1992, he served as
5
<PAGE>
Vice President of Sales and Marketing of ATL Ultrasound, except during 1990,
when he served as President of ATL Ultrasound. From December 1982 to January
1985, he served as Director of Marketing of Johnson & Johnson Ultrasound, a
subsidiary of Johnson & Johnson. From December 1981 to November 1982, he served
as Senior Product Manager for ADR, Inc., an ultrasound equipment manufacturer.
Mr. Guisinger holds a B.S. degree from Kansas State University and an M.B.A.
degree from City University in Seattle, Washington.
David H. Gusdorf has served as our Vice President-Strategic Market
Development since October 1999. From May 1998 to September 1999, Mr. Gusdorf
served as our Vice President-Marketing. From July 1996 to April 1998, Mr.
Gusdorf served as Vice President of Worldwide Marketing of Chiron Diagnostics,
Inc., a critical care diagnostics company. From January 1990 to July 1996, Mr.
Gusdorf worked for Johnson & Johnson, a medical supply company, during which
time he served as Director of Marketing. He holds B.A. and M.B.A. degrees from
San Jose State University.
Jens U. Quistgaard, Ph.D. has served as our Vice President-Product
Development since April 1998. From April 1998 to June 1999, Dr. Quistgaard
served as our Vice President-Operations. From February 1997 to April 1998, Dr.
Quistgaard served as Executive Director of Product Generation of ATL
Ultrasound's handheld systems business group. From July 1995 to January 1997,
Dr. Quistgaard served as Chief of the senior technology staff of ATL
Ultrasound. He joined ATL Ultrasound in 1990 as a senior engineer. Dr.
Quistgaard holds a B.S. degree in mathematics and computational sciences from
Stanford University and a Ph.D. degree in electrical engineering from the
University of Washington.
Donald F. (Guy) Seaton III has served as our Vice President-Operations since
July 1999, Chief Financial Officer and Treasurer since June 1998 and Secretary
since December 1998. From June 1998 to October 1999, Mr. Seaton served as our
Vice President-Business Development. From April 1994 to June 1998, Mr. Seaton
served as Vice President, Finance, Chief Financial Officer and Secretary of
InControl, Inc., a developer of implantable atrial defibrillators. From January
1993 to March 1994, Mr. Seaton worked for Interpoint Corporation, a
microelectronics company, serving as Vice President of Business Development and
Administration from January to March 1994. Mr. Seaton holds a B.A. degree from
Stanford University and an M.B.A. degree from the University of Chicago.
Douglas W. Tefft has served as our Vice President-Business Development and
International Distribution since October 1999, and Vice President-Global
Distribution since May 1998. From December 1991 to May 1998, Mr. Tefft served
as Director of Latin American Operations of ATL Ultrasound. From October 1988
to December 1991, Mr. Tefft served as Director of Finance of ATL Ultrasound. He
holds B.A. and M.B.A. degrees from the University of Washington.
6
<PAGE>
EXECUTIVE COMPENSATION
Compensation Summary
The following table sets forth certain information regarding compensation
paid to our chief executive officer and our four other most highly compensated
executive officers for the years ended December 31, 1999 and 1998 (the named
executive officers).
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Awards
Compensation ------------
------------------ Common Stock
Name and Principal Underlying All Other
Position Year Salary($) Bonus($) Options(#) Compensation($)
------------------ ---- --------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Kevin M. Goodwin.......... 1999 $225,000 -- 30,000 $8,941
President and Chief 1998 160,096 -- 152,082 4,503
Executive Officer(1)
Donald F. (Guy) Seaton
III...................... 1999 180,000 -- 20,000 6,866
Vice President- 1998 100,385 -- 75,000 3,784
Operations, Chief
Financial Officer,
Treasurer and
Secretary(2)
David H. Gusdorf.......... 1999 170,000 -- 5,000 5,172
Vice President-Strategic 1998 104,615 $5,000 60,000 4,831
Market Development(3)
Allen W. Guisinger........ 1999 165,000 -- 20,000 851
Vice President-North 1998 61,969 -- 65,000 --
American Sales &
Distribution(4)
Jens U. Quistgaard........ 1999 162,308 -- 20,000 6,816
Vice President-Product 1998 106,731 -- 85,137 5,476
Development(5)
</TABLE>
- --------
(1) All Other Compensation for 1999 represents $8,375 in employer-matching
contributions made to the SonoSite 401(k) Retirement Savings Plan and
group term life premiums of $566 paid by SonoSite. 1998 Salary represents
compensation received from April 6, 1998 through December 31, 1998.
(2) All Other Compensation for 1999 represents $6,300 in employer-matching
contributions made to the SonoSite 401(k) Retirement Savings Plan and
group term life premiums of $566 paid by SonoSite. 1998 Salary represents
compensation received from June 1, 1998 through December 31, 1998.
(3) All Other Compensation for 1999 represents $4,606 in employer-matching
contributions made to the SonoSite 401(k) Retirement Savings Plan and
group term life premiums of $566 paid by SonoSite. 1998 Salary represents
compensation received from May 11, 1998 through December 31, 1998.
(4) All Other Compensation for 1999 represents $285 in employer-matching
contributions made to the SonoSite 401(k) Retirement Savings Plan and
group term life premiums of $566 paid by SonoSite. 1998 Salary reflects
compensation received as a consultant from April 1, 1998 through November
25, 1998, and as an executive from November 30, 1998 through December 31,
1998.
(5) All Other Compensation for 1999 represents $6,250 in employer-matching
contributions made to the SonoSite 401(k) Retirement Savings Plan and
group term life premiums of $566 paid by SonoSite. 1998 Salary represents
compensation received from April 6, 1998 through December 31, 1998.
7
<PAGE>
Option Grants in 1999
The following table sets forth information regarding stock options granted to
our named executive officers during the year ended December 31, 1999.
<TABLE>
<CAPTION>
Potential
Individual Grants Realizable Value
------------------------------------------ at Assumed Annual
Percent of Rates of Stock
Number of Total Price
Securities Options Exercise Appreciation for
Underlying Granted to Price Option Term(3)
Options Employees Per Expiration -----------------
Name Granted in 1999(1) Share(2) Date 5%($) 10%($)
---- ---------- ---------- -------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Kevin M. Goodwin........ 30,000 4.27% $15.469 May 6, 2009 $291,852 $739,608
Donald F. (Guy) Seaton
III.................... 20,000 2.84% 15.469 May 6, 2009 194,567 493,072
David H. Gusdorf........ 5,000 .71% 15.469 May 6, 2009 48,642 123,268
Allen W. Guisinger...... 20,000 2.84% 15.469 May 6, 2009 194,567 493,072
Jens U. Quistgaard...... 20,000 2.84% 15.469 May 6, 2009 194,567 493,072
</TABLE>
- --------
(1) Based on a total of 703,300 options granted to employees during 1999.
(2) The exercise price per share is the average of the high and low sales
prices of the Common Stock as reported on the date of the grant by the
Nasdaq National Market.
(3) The assumed rates of appreciation are prescribed by the Securities and
Exchange Commission for illustrative purposes only and are not intended to
forecast or predict future stock prices.
Option Exercises and Year-End Values
The following table sets forth information regarding unexercised options held
as of December 31, 1999 by the named executive officers. None of our named
executive officers exercised stock options during 1999.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 1999(#) December 31, 1999($)(1)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Kevin M. Goodwin.......... 39,165 142,917 $969,842 $3,272,316
Donald F. (Guy) Seaton
III...................... 18,750 76,250 462,891 1,711,792
David H. Gusdorf.......... 15,000 50,000 370,313 1,191,718
Allen W. Guisinger........ 16,250 68,750 366,484 1,422,573
Jens U. Quistgaard........ 21,349 83,788 527,098 1,897,910
</TABLE>
- --------
(1) The value of the unexercised options is calculated based on the closing
price of our common stock as reported on the Nasdaq National Market on
December 31, 1999, which was $31.625 per share.
Change-in-Control Arrangements
Change-in-Control Agreements. We have entered into change-in-control
agreements with Messrs. Goodwin, Gusdorf, Guisinger, and Seaton, and Dr.
Quistgaard, our named executive officers. These agreements, which are
substantially similar to each other, provide that, in the event of a change in
control of SonoSite, the executive will receive an annual base salary that is
no less than the annual base salary in effect immediately before the change in
control, and an annual bonus equal to at least the average of the three annual
bonuses paid to the executive in the three years prior to the change in
control. The agreements also provide that the executive will be entitled to
continue participating in our employee benefits plans and welfare benefits
plans or programs. The agreements also provide that we must make severance
payments equal to two times the sum of the executive's annual base salary. We
must also make an additional payment equal to the executive's bonus for the
fiscal year ended immediately prior to the change in control, or, if no bonus
was paid in the prior year, an additional payment of 10% of base salary. The
agreements also provide for payments to the executive if the
8
<PAGE>
executive suffers a disability while employed by us and provides for payments
to the executive's estate if the executive dies while employed by us.
1998 Plan. Under the 1998 Plan, upon a change of control, each outstanding
option and stock appreciation right will automatically become exercisable in
full for the total remaining number of shares covered by the option or stock
appreciation right. In addition, during the 90-day period following a change of
control, an optionee may choose to receive cash equal to the difference between
the exercise price of the option and the fair market value of a share of common
stock of SonoSite determined as described above for a limited stock
appreciation right (except for optionees with related stock appreciation rights
and, in the case of a director, any director who received an option without
related stock appreciation rights and during the six-month period prior to the
change of control), in lieu of exercising the option and paying the option
price. Also, all restrictions on shares of restricted stock will lapse upon a
change of control, and performance units will be paid (unless the optionee has
previously had his or her benefits under this plural deferred (in which case
this payment is also deferred)) pro rata to the date of a change of control,
and all amounts otherwise deferred by SonoSite and any employee in connection
with performance units will be distributed.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The compensation committee of the board of directors is currently comprised
of William G. Parzybok, Jr., Jeffrey Pfeffer, Ph.D. and Dennis A. Sarti, M.D.,
all of whom are nonemployee directors. The compensation committee is
responsible for SonoSite's executive compensation program and for administering
the 1998 Plan. On an annual basis, the compensation committee evaluates the
performance and compensation of SonoSite's executive officers.
Our executive compensation philosophy is based on two key elements. The first
is to attract and retain talented executive personnel by paying them market or
a premium to market base salary. Offering market or premium to market base
salary is designed to provide the executive personnel with the benefits of a
stable base compensation that is comparable to what they would receive from
most of our competitors. The second element is to provide executive personnel
with a substantial equity position in the form of stock options. These stock
options link individual compensation to individual contribution and company
performance, and align the executives' financial interests with those of our
shareholders.
Base Salaries. We determined at the time of our spin-off from ATL Ultrasound
that our executive officers would not be eligible for an increase in base
salary until 2000. Accordingly, with the exceptions of Dr. Quistgaard, who
received a $20,000 increase to his base salary in May 1999, and Mr. Dunn, who
received an increase to his base salary in connection with his promotion to
Vice President-Marketing in October 1999, the base salaries of our executive
officers have not increased from those established at the time of hire. The
1999 base salaries of Mr. Goodwin, the Company's President and Chief Executive
Officer, and Dr. Quistgaard, Vice President-Product Development, were
determined by ATL Ultrasound, Inc. at the time of our spin-off from ATL
Ultrasound. We determined the 1998 base salary of the other executive officers
at the time of each executive officer's date of hire.
Beginning in 2000, the compensation committee plans to annually review the
compensation levels of our executive officers in comparison to
. third party surveys of salaries within the medical-device industry;
. an informal survey of reported executive salary information for publicly
held medical-device companies having market capitalization comparable to
ours; and
. the salary levels of executives at selected publicly traded medical
device companies.
Based on the compensation committee's review of our executive officer base
salaries and after considering our performance during the previous year, the
compensation committee intends to direct adjustments consistent
9
<PAGE>
with the compensation committee's goal of providing market or premium to market
base salaries. Among other things, the compensation committee intends to
consider our performance during the preceding year in deciding whether to
provide market or premium to market base salaries, and the amount of any such
premium.
Stock Option Grants. Stock options are granted to provide a long-term
incentive opportunity that is directly linked to increase in shareholder value.
Generally, they are granted with an exercise price at least equal to the market
value of common stock on the date of the grant, have a term of ten years, and
become exercisable in 25% annual increments beginning one year after the date
of grant. To encourage stock retention, all options are granted as incentive
stock options to the maximum extent possible under the Internal Revenue Code.
The compensation committee considers the officers' performance during the past
year when determining the amount of stock options to be granted to the
executive officers.
During 1999, the compensation committee considered SonoSite's performance
during the period following the spin-off and granted options to purchase shares
of SonoSite stock to the officers named in this report. Mr. Goodwin received a
grant to purchase 30,000 shares of stock; other officers named in this proxy
statement received grants to purchase between 5,000 and 20,000 shares.
The compensation committee has not formally adopted a policy with respect to
the application of Section 162(m) of the Internal Revenue Code, which generally
imposes an annual corporate deduction limitation of $1,000,000 on the
compensation of our executive officers. Pursuant to Section 162(m),
compensation above $1,000,000 may be deducted if it is "performance-based
compensation" within the meaning of the Code and approved by the Company's
shareholders. Stock options granted under the 1998 Plan will qualify as
"performance-based compensation."
Compensation Committee
William G. Parzybok, Jr. (Chairman)
Jeffrey Pfeffer, Ph.D.
Dennis A. Sarti, M.D.
10
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on shares of
SonoSite's common stock with the cumulative total return of the Nasdaq National
Market, U.S. Index and the Nasdaq Medical Devices, Instruments and Supplies,
Manufacturers Stocks Index for the period beginning on April 7, 1998 and ending
on December 31, 1999.
Comparison of Cumulative Total Return Among
SonoSite, Inc., Nasdaq National Market, U.S. Index and
Nasdaq Medical Devices, Instruments and Supplies, Manufacturers Stocks Index
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
4/07/98 12/31/98 12/31/99
------- -------- --------
<S> <C> <C> <C>
SonoSite, Inc. ................................ 100.00 94.32 287.50
Nasdaq National Market, U.S. Index............. 100.00 122.84 222.50
Nasdaq Medical Devices, Instruments and
Supplies, Manufacturers Stocks Index.......... 100.00 104.80 126.80
</TABLE>
Assumes $100 invested in SonoSite, Inc. common stock, the Nasdaq National
Market, U.S. Index and the Nasdaq Medical Devices, Instruments and Supplies,
Manufacturers Stocks Index, with all dividends reinvested. Stock price shown
above for the common stock is historical and not indicative of future price
performance.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers, directors and persons who beneficially own more than 10% of a
registered class of our equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than 10% shareholders are required by Commission
regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons that no forms were
required for those persons, we believe that during the 1999 fiscal year, all
filing requirements applicable to our officers, directors and greater than 10%
beneficial owners were complied with.
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table summarizes information regarding the beneficial ownership
of our outstanding common stock as of December 31, 1999 for (1) each person or
group that we know owns more than 5% of the common stock, (2) each of our
directors, (3) each of our executive officers, and (4) all of our directors and
executive officers as a group.
Beneficial ownership is determined in accordance with rules of the Securities
and Exchange Commission and includes shares over which the indicated beneficial
owner exercises voting and/or investment power. Shares of common stock subject
to options currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage ownership of the person holding the
options but are not deemed outstanding for computing the percentage ownership
of any other person. Except as otherwise indicated, we believe the beneficial
owners of the common stock listed below, based on information furnished by
them, have sole voting and investment power with respect to the number of
shares listed opposite their names. As of December 31, 1999, 9,209,633 shares
of common stock were issued and outstanding. The following officers and
directors can be reached at our principal offices.
<TABLE>
<CAPTION>
Number of Shares Percent of Shares
Name and Address of Beneficial Owner Beneficially Owned Beneficially Owned
------------------------------------ ------------------ ------------------
<S> <C> <C>
WM Advisors, Inc.(1).................. 794,624 8.63%
1201 Third Avenue, Suite 1400
Seattle, WA 98101
Scudder Kemper Investments, Inc.(1)... 495,000 5.37%
345 Park Avenue
New York, NY 10154
Putnam Investments, Inc.(1)........... 477,100 5.18%
One Post Office Square
Boston, MA 02109
Lord, Abbett & Co.(1)................. 469,500 5.10%
90 Hudson Street
Jersey City, NJ 07302
Kevin M. Goodwin(2)................... 68,467 *
Kirby L. Cramer(3).................... 66,832 *
Douglas W. Tefft(4)................... 40,221 *
Dennis A. Sarti, M.D.(5).............. 35,000 *
Donald F. (Guy) Seaton III(6)......... 33,250 *
Jacques Souquet, Ph.D.(7)............. 32,845 *
Jens U. Quistgaard, Ph.D.(8).......... 32,349 *
Allen W. Guisinger(9)................. 32,150 *
David H. Gusdorf(10).................. 19,000 *
William G. Parzybok, Jr.(11).......... 17,000 *
Jeffrey Pfeffer, Ph.D.(12)............ 15,800 *
Andrew T. Dunn(13).................... 11,030 *
Edward V. Fritzky(11)................. 11,000 *
Steven R. Goldstein, M.D.(11) ........ 10,033 *
Ernest Mario, Ph.D.(14)............... 10,000 *
All directors and executive officers
as a group (15 persons)(15).......... 434,977 4.72%
</TABLE>
- --------
* Less than one percent.
(1) Based on publicly available information as of December 31, 1999.
(2) Includes 54,165 shares subject to options exercisable within 60 days of
December 31, 1999.
12
<PAGE>
(3) Includes 25,000 shares subject to options exercisable within 60 days of
December 31, 1999.
(4) Includes 26,165 shares subject to options exercisable within 60 days of
December 31, 1999.
(5) Includes 10,000 shares subject to options exercisable within 60 days of
December 31, 1999 and 25,000 shares over which Dr. Sarti and his spouse
share voting power and are held in the Sarti Family Trust.
(6) Includes 28,750 shares subject to options exercisable within 60 days of
December 31, 1999.
(7) Includes 17,122 shares subject to options exercisable within 60 days of
December 31, 1999.
(8) Includes 31,349 shares subject to options exercisable within 60 days of
December 31, 1999.
(9) Includes 26,250 shares subject to options exercisable within 60 days of
December 31, 1999 and 1,400 shares held by Mr. Guisinger's minor son.
(10) Includes 17,500 shares subject to options exercisable within 60 days of
December 31, 1999 and 1,500 shares held in an Individual Retirement
Account.
(11) Includes 10,000 shares subject to options exercisable within 60 days of
December 31, 1999.
(12) Includes 5,800 shares over which Dr. Pfeffer and his spouse share voting
and dispositive power and includes 10,000 shares subject to options
exercisable within 60 days of December 31, 1999.
(13) Includes 9,750 shares subject to options exercisable within 60 days of
December 31, 1999 and 280 shares held by Mr. Dunn's spouse.
(14) Represents 10,000 shares held by Dr. Mario's spouse.
(15) Includes 286,051 shares subject to options exercisable within 60 days of
December 31, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationship with ATL Ultrasound
One of our directors, Jacques Souquet, is currently an executive officer of
ATL Ultrasound. In connection with our spin-off from ATL Ultrasound, ATL
Ultrasound contributed $30.0 million of cash to us for working capital and
other purposes. Also in connection with the spin-off, we entered into the
following agreements with ATL Ultrasound that govern our relationship and
provide for the allocation of certain liabilities and obligations arising from
periods prior to the spin-off:
Technology Transfer and License Agreement. We entered into a technology
transfer and license agreement with ATL Ultrasound, as amended, under which we
take ownership of certain handheld ultrasound technology developed by ATL
Ultrasound, including patent rights that have been established or are being
pursued for that technology. We also receive a nonexclusive license to use any
other ATL Ultrasound technology in existence or developed during the period
ending three years after April 6, 1998 in our handheld ultrasound products.
This license bears a royalty equivalent to a percentage of the worldwide net
revenues from the sales of specified handheld ultrasound products that use ATL
technology. A lump-sum payment in the amount of $150 million is due to ATL
Ultrasound as a license fee if we are acquired by another entity during the
five-year period beginning April 6, 1998. If, during the next ensuing three-
year period, we are acquired by an entity engaged in the medical diagnostic
imaging business (with some exceptions), a lump-sum license fee of $75 million
is due to ATL Ultrasound.
The technology transfer and license agreement includes a cross-license with
ATL Ultrasound whereby ATL Ultrasound has the right to use certain SonoSite
technology in existence or developed before April 6, 2001. We also agreed with
ATL Ultrasound that, until April 6, 2003, we will not use specified ATL
Ultrasound technology to develop, manufacture or sell certain ultrasound
devices weighing more than 15 pounds, and ATL will not develop, manufacture or
sell certain ultrasound devices that weigh 15 pounds or less. After April 6,
2003, each party's ongoing obligation with respect to the technology of the
other will be to respect the patent and copyright rights of the other, although
we will retain a license to use the previously licensed ATL Ultrasound
technology for ultrasound devices weighing 15 pounds or less, and ATL
Ultrasound will retain a license to use our previously licensed technology for
ultrasound devices weighing over 15 pounds.
OEM Supply Agreement. We entered into an OEM Supply Agreement with ATL
Ultrasound under which we have the option to have handheld ultrasound products
and subassemblies manufactured exclusively for us
13
<PAGE>
by ATL Ultrasound in accordance with our specifications for a period up to five
years from April 6, 1998. Upon mutual agreement on production timing and costs,
ATL Ultrasound will supply us with the specified items at ATL Ultrasound's cost
during an initial period following April 6, 1998 and at ATL Ultrasound's cost
plus a premium after the initial period through the fifth year. We will bear
any nonrecurring engineering costs and capital expenditures associated with
such manufacture. We have the right to terminate this agreement upon 180 days'
notice, in which case ATL Ultrasound will assist us in the transfer of the
manufacturing function to us or another supplier designated by us.
Service Agreements. To ensure an orderly transition following the spin-off,
ATL Ultrasound agreed to provide to us at our expense for limited periods of
time ranging up to five years, but only as may be requested by us, a number of
services, including financial, human resource, engineering, information,
facilities and regulatory services. Pursuant to an engineering service
agreement, we pay ATL Ultrasound for engineering services rendered in amounts
which are intended to compensate ATL Ultrasound for its out-of-pocket expenses
(including the salaries, benefits and overhead expenses of the ATL Ultrasound
employees providing such services) and for a markup of 20%. We also pay for
capital equipment to supply the engineering services requested by us, and take
ownership of such capital equipment at the cessation of ATL Ultrasound's
provision of the engineering services. ATL Ultrasound may adjust such prices
periodically in line with its own periodic determination of the cost to ATL
Ultrasound of such services. We may discontinue any of the engineering services
covered by the engineering service agreement on 90 days' prior written notice
to ATL Ultrasound. Also, in the event of any dispute over the engineering
services or the manner in which they are performed by ATL Ultrasound, we may
terminate the engineering service agreement. ATL Ultrasound has the right in
certain circumstances to terminate the engineering service agreement on 90
days' notice. ATL Ultrasound is offering these services for the period ending
April 6, 2003. Engineering services after the fifth year will be at the mutual
consent of ATL Ultrasound and SonoSite. In addition, ATL Ultrasound has agreed
to provide other services, such as regulatory support and advisory services, on
substantially similar terms as the engineering service agreement.
Change-in-Control Agreements with our Executive Officers
We have entered into change-in-control agreements with Messrs. Goodwin, Dunn,
Guisinger, Gusdorf, Seaton and Tefft, and Dr. Quistgaard, our executive
officers. See "EXECUTIVE COMPENSATION--Change-in-Control Arrangements."
We believe that the transactions described above were made on terms no less
favorable to us than could have been obtained from unaffiliated third parties.
Any future transactions between us and our officers, directors, principal
shareholders and their affiliates will be subject to approval by a majority of
our board of directors, including a majority of our independent and
disinterested directors, and will be on terms that we believe are no less
favorable to us than would be available from independent third parties.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors has selected KPMG LLP, certified public accountants,
to act as our independent auditor for the fiscal year ending December 31, 2000.
KPMG has been our auditor since 1998.
A representative of KPMG is expected to be present at the annual meeting and
will have the opportunity to make a statement, if the representative so
desires. The representative will be available to respond to appropriate
questions from shareholders.
OTHER BUSINESS
The board of directors does not intend to present any business at the annual
meeting other than as set forth in the accompanying notice of annual meeting of
shareholders and has no present knowledge that any others
14
<PAGE>
intend to present business at the annual meeting. If, however, other matters
requiring the vote of the shareholders properly come before the annual meeting
or any adjournment or postponement thereof, the persons named in the
accompanying proxy will have discretionary authority to vote the proxies held
by them in accordance with their judgment as to such matters.
SHAREHOLDER PROPOSALS
Shareholder proposals intended for inclusion in the proxy materials for our
2001 annual meeting must be received by us no later than November 29, 2000.
Pursuant to our bylaws, shareholders that intend to present a proposal that
will not be included in the proxy materials must give written notice of the
proposal to us no fewer than 90 days prior to the date of the 2001 annual
meeting; if our 2001 annual meeting is scheduled for a date earlier than the
first Tuesday in May then such notice must only be given within ten days after
our first public disclosure of the scheduled meeting date. In addition, if we
receive notice of a shareholder proposal after February 12, 2001, the persons
named as proxies in the proxy materials will have discretionary authority to
vote on such shareholder proposal.
Such proposals should be directed to the Corporate Secretary, SonoSite, Inc.,
19807 North Creek Parkway, Suite 200, Bothell, Washington 98011-8214.
ANNUAL REPORT AND FORM 10-K
A copy of our Annual Report to Shareholders for 1999, including financial
statements, accompanies this proxy statement.
A copy of our annual report on Form 10-K for the year ended December 31,
1999, as filed with the Securities and Exchange Commission, will be furnished
without charge to beneficial shareholders or shareholders of record upon
request to Investor Relations at our principal executive offices.
By order of the Board of Directors
/s/ Donald F. (Guy) Seaton III
Donald F. (Guy) Seaton III
Chief Financial Officer and
Secretary
Bothell, Washington
March 27, 2000
15
<PAGE>
SONOSITE, INC.
This Proxy is solicited by the Board of Directors for the
2000 Annual Meeting of Shareholders - May 3, 2000
The undersigned hereby appoint(s) Kevin M. Goodwin and Donald F. (Guy)
Seaton III and each of them as proxies, with full power of substitution, to
represent and vote as designated all shares of common stock of SonoSite, Inc.
held of record by the undersigned on March 15, 2000 at the annual meeting of
shareholders of the Company to be held at the Bellevue Club, 11200 Southeast
Sixth Street, Bellevue, Washington at 9:00 a.m. on Wednesday, May 3, 2000, with
authority to vote upon the matters listed below and with discretionary authority
as to any other matters that may properly come before the meeting or any
adjournment or postponement thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
WITHHOLD
(1) ELECTION OF NINE DIRECTORS AUTHORITY
Nominees: Kirby L. Cramer, Kevin M. Goodwin, FOR the to vote for the
Edward V. Fritzky, Steven R. Goldstein, M.D., Nominees Nominees
Ernest Mario, Ph.D., William G. Parzybok, Jr., [ ] [ ]
Jeffrey Pfeffer, Ph.D., Dennis A. Sarti, M.D. and
Jacques Souquet, Ph.D.
</TABLE>
WITHHOLD for the following only: (write the name of the nominee in the
space below)
- -----------------------------------------------------------------------------
Unless otherwise directed, all votes will be apportioned equally among
those persons for whom authority is given to vote.
IMPORTANT - PLEASE DATE AND SIGN ON THE OTHER SIDE
<PAGE>
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER IN THE SPACE PROVIDED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" ITEM 1.
The board of directors recommends a vote "FOR" Item 1.
Date
-----------------------------------
Signature(s)
---------------------------
Date
-----------------------------------
Signature(s)
---------------------------
Please sign exactly as your name appears
hereon. Attorneys, trustees, executors
and other fiduciaries acting in a
representative capacity should sign their
names and give their titles. An
authorized person should sign on behalf
of corporations, partnerships,
associations, etc. and give his or her
title. If your shares are held by two or
more persons, each person must sign.
Receipt of the notice of meeting and
proxy statement is hereby acknowledged.
[ ] I plan to attend the annual meeting.
-2-
