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
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
Corgenix Medical Corporation
-------------------------------------------------------------------
(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 of 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>
CORGENIX MEDICAL CORPORATION
12061 Tejon Street
Westminster, CO 80234
NOTICE OF ANNUAL MEETING
Dear Corgenix Shareholder:
On Tuesday, January 16, 2001, Corgenix Medical Corporation ("Corgenix") will
hold its 2000 Annual Meeting of Shareholders at its corporate offices located at
12061 Tejon Street, Westminster, Colorado, USA. The meeting will begin at 9:00
a.m. Mountain Standard Time.
Only shareholders who owned stock at the close of business on December 1, 2000
can vote at this meeting or any adjournments that may take place. At the meeting
we will:
1. Vote to elect a Board of Directors;
2. Vote to approve an amendment to the Articles of
Incorporation of Corgenix to increase the
authorized capital stock from 20,000,000 to
40,000,000 shares of common stock; and
3. Attend to other business properly presented at the
meeting.
Your Board of Directors recommends that you vote in favor of the two proposals
outlined in this proxy statement.
At the meeting, we will also report on Corgenix's 2000 business results and
other matters of interest to shareholders.
The approximate date of mailing of this proxy statement and the proxy card(s) is
on or about December 12, 2000. Corgenix's 2000 Annual Report on Form 10-KSB is
also enclosed with this proxy statement.
A PROXY STATEMENT AND PROXY ARE ENCLOSED. WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING, IT IS IMPORTANT THAT YOU PROMPTLY FILL IN, SIGN, DATE AND
MAIL THE PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED UPON.
By order of the Board of Directors
CORGENIX MEDICAL CORPORATION
S/ Douglass T. Simpson
----------------------
Douglass T. Simpson,
President
December 12, 2000
<PAGE>
QUESTIONS AND ANSWERS
1. Q: What may I vote on?
A: You may vote on each of the following
two proposals:
(a) The election of nominees to serve
on our Board of Directors;
(b) The approval of an amendment to the Articles of
Incorporation of Corgenix authorizing an increase in the
number of common shares from 20,000,000 to 40,000,000.
2. Q: How does the Board recommend I vote on
the proposals?
A: The Board recommends a vote FOR each of
the nominees; and FOR the amendment
authorizing an increase in the number of
authorized shares.
3. Q: Who is entitled to vote?
A: Shareholders as of the close of business
on December 1, 2000 (the Record Date)
are entitled to vote at the Annual
Meeting.
4. Q: How do I vote?
A: Sign and date the proxy card you receive
and return it in the prepaid envelope.
If you return your signed proxy card but
do not mark the boxes showing how you
wish to vote, your shares will be voted
FOR the two proposals. You have the
right to revoke your proxy at any time
before the meeting by:
(a) notifying our Corporate Secretary;
(b) voting in person; or
(c) returning a later-dated proxy card.
5. Q: How does discretionary authority apply?
A: If you sign your proxy card, but do not
make any selections, you give authority
to Douglass T. Simpson, President, to
vote on the proposals and any other
matter that may arise at the meeting.
6. Q: Is my vote confidential?
A: Proxy cards, ballots and voting tabulations that identify
individual shareholders are mailed or returned directly to
Computershare Investor Services and handled in a manner that
protects your voting privacy. Your vote will not be disclosed
except:
(a) as needed to permit Computershare
Investor Services to tabulate and
certify the vote;
(b) as required by law; or
(c) in limited circumstances such as a
proxy contest in opposition to the
Board.
Additionally, all comments written on the proxy card or
elsewhere will be forwarded to management, but your identity
will be kept confidential unless you ask that your name be
disclosed.
7. Q: What does it mean if I get more than one
proxy card?
A: If your shares are registered
differently and are in more than one
account, you will receive more than one
proxy card. Sign and return all proxy
cards to ensure that your shares are
voted. We encourage you to have all
accounts registered in the same name and
address (whenever possible). You can
accomplish this by contacting our
transfer agent, Computershare Investor
Services at (303) 235-5300.
8. Q: How many shares can vote?
A: As of the Record Date, December 1, 2000,
17,441,174 shares of common stock were
issued and outstanding. Every
shareholder of common stock is entitled
to one vote for each share held.
9. Q: What is a "quorum"?
A: A "quorum" is a majority of the
outstanding shares. They may be present
at the meeting or represented by proxy.
There must be a quorum for the meeting
to be held, and a proposal must receive
more than 50% of the shares voting to be
adopted. If you submit a properly
executed proxy card, even if you abstain
from voting, then you will be considered
part of the quorum. However,
abstentions are not counted in the tally
of votes FOR or AGAINST a proposal. A
WITHHELD vote is the same as an
abstention.
10. Q: Who can attend the Annual Meeting?
A: All shareholders on December 1, 2000 can
attend.
11. Q: How will voting on any other business be
conducted?
A: Although we do not know of any business
to be considered at the 2000 Annual
Meeting other than the proposals
described in this proxy statement, if
any other business is presented at the
Annual Meeting, your signed proxy card
gives authority to Douglass T. Simpson,
President, to vote on such matters at
his discretion.
12. Q: What percentage of stock do the
directors and officers own?
A: On June 30, 2000, approximately 17.0% of
our common stock was owned by the
directors and executive officers of
Corgenix on that date. On December 1,
2000, approximately 17.0% of our common
stock was owned by the directors and
executive officers of Corgenix on that
date.
13. Q: Who are the largest principal
shareholders?
A: As of June 30, 2000, Corgenix believes that the following
shareholders owned more than 5% of our issued and outstanding
common stock:
Dr. Luis R. Lopez, Chairman and Chief
Executive Officer of Corgenix (12061
Tejon Street, Westminster, Colorado
80234) owned 2,161,762 shares or 12.4%;
Raul Diez Canseco (c/o Corgenix, 12061 Tejon Street,
Westminster, Colorado 80234) owned 1,123,221 shares or 6.4%;
Jana Hartinger Mazzini (c/o Corgenix, 12061 Tejon Street,
Westminster, Colorado 80234) owned 1,095,788 shares or 6.3%; and
Leland P. Snyder (c/o Corgenix, 12061 Tejon Street, Westminster,
Colorado 80234) owned 1,023,997 shares or 5.9%.
14. Q: Can a shareholder nominate someone to be
a director of Corgenix?
A: As a shareholder, you may recommend any person as a nominee for
director of Corgenix by writing to the Board of Directors, c/o
Corgenix Corporation, 12061 Tejon Street, Westminster, Colorado
80234.
We must receive any recommendations by September 1, 2001 for the
2001 Annual Meeting and should include:
o the name, residence and business
address of the nominating shareholder;
o a representation that the shareholder is a record holder of
Corgenix stock or holds Corgenix stock through a broker and
the number and class of shares held;
o a representation that the shareholder intends to appear in
person or by proxy at the meeting of the shareholders to
nominate the individual(s) if the nominations are to be made
at a shareholder meeting;
o information regarding each nominee that
would be required to be included in a
proxy statement;
o a description of any arrangement or
understanding between and among the
shareholder and each and every nominee;
and
o the written consent of each nominee to
serve as a director, if elected.
15. Q: How much did this proxy solicitation
cost?
A: The total cost is estimated to be
$10,000, which includes estimated
out-of-pocket expenses. We also
reimburse brokerage houses and other
custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses
for forwarding proxy and solicitation
materials to shareholders.
<PAGE>
PROPOSALS YOU MAY VOTE ON
Abstentions or votes withheld on any of the following
proposals will be treated as present at the meeting for
purposes of determining a quorum, but will not be
counted as votes cast.
1. ELECTION OF DIRECTORS
There are three nominees for election this year. Detailed information on
each nominee is provided on pages 7 to 8. If any director is unable to
stand for re-election, the Board may reduce its size or designate a
substitute. If a substitute is designated, proxies voting on the original
director candidate will be cast for the substituted candidate.
Your Board unanimously recommends a vote FOR each of these nominees for
directors.
2. APPROVAL OF AN AMENDMENT TO THE CORPORATION'S
ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK
Article FOURTH of the Articles of Incorporation of Corgenix specifies that
the number of shares of capital stock shall be 20,000,000 shares, par
value $.001 per share designated as common stock, and 5,000,000 shares,
par value $.001 per share designated as preferred stock. The amendment
will increase the number of shares of common stock authorized to
40,000,000 shares, par value $.001.
Your Board unanimously recommends a vote FOR the approval of the amendment
increasing the number of authorized shares of common stock.
<PAGE>
GENERAL INFORMATION
Corgenix Medical Corporation, a Nevada corporation ("Corgenix or the "Company"),
is a diagnostic biotechnology company whose principal focus has been the
discovery and development of diagnostic markers for the detection and management
of important immunological disorders. Until May 22, 1998, our business was
conducted by and under the name of REAADS Medical Products, Inc., a Delaware
corporation ("REAADS"). On May 22, 1998, REAADS became a subsidiary of Corgenix,
and its name was changed to Corgenix, Inc. when its wholly owned subsidiary
merged with and into REAADS (the "Merger"). Corgenix was incorporated under the
name Benjun Chemicals Inc. on April 22, 1994 as a wholly owned subsidiary of
Superior Equities Limited (the "Predecessor"). The Predecessor was incorporated
on April 9, 1985 under the laws of the Province of British Columbia, Canada.
Our principal offices are located at 12061 Tejon Street, Westminster, Colorado
80234, and our telephone number is (303) 457-4345.
AVAILABLE INFORMATION
We file reports, proxy materials and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy materials and other
information concerning Corgenix can be inspected and copied at the Public
Reference Section maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; The Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and at Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies can be obtained by
mail from the Commission at prescribed rates from the Public Reference Section
of the Commission at its principal office in Washington D.C. The Commission also
maintains a site on the World Wide Web (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants (including Corgenix) that file electronically with the Commission.
<PAGE>
PROPOSAL 1
ELECTION OF THE BOARD OF DIRECTORS
Introduction
Three individuals have been nominated to be elected at the Annual Meeting to
serve as directors until the next Annual Meeting of the shareholders and until
their successors have been elected and qualified. Information about each nominee
is given below.
Nominees
LUIS R. LOPEZ, M.D.
Age: 52
Director since 1998
Dr. Lopez has served as the Chief Executive Officer and Chairman of the Board of
Directors of Corgenix since May 1998 and of Corgenix's operating subsidiary
since it was founded in July 1990. From 1987 to 1990, Dr. Lopez was Vice
President of Clinical Affairs at BioStar Medical Products, Inc., a Boulder,
Colorado diagnostic firm. From 1986 to 1987 he served as Research Associate with
the Rheumatology Division of the University of Colorado Health Sciences Center,
Denver, Colorado. From 1980 to 1986 he was Professor of Immunology at Cayetano
Heredia University School of Medicine in Lima, Peru, during which time he also
maintained a medical practice with the Allergy and Clinical Immunology group at
Clinica Ricardo Palma in Lima. From 1978 to 1980 Dr. Lopez held a fellowship in
Clinical Immunology at the University of Colorado Health Sciences Center. He
received his M.D. degree in 1974 from Cayetano Heredia University School of
Medicine in Lima, Peru. He is a clinical member of the American College of
Rheumatology, and a corresponding member of the American Academy of Allergy,
Asthma and Immunology. Dr. Lopez is licensed to practice medicine in Colorado,
and is widely published in the areas of immunology and autoimmune disease.
DOUGLASS T. SIMPSON
Age: 52
Director since 1998
Mr. Simpson has been the President of Corgenix since May 1998 and was elected a
director in May 1998. Mr. Simpson joined Corgenix's operating subsidiary as Vice
President of Business Development in 1992, was promoted to Vice President,
General Manager in 1995, to Executive Vice President in 1996 and then to
President in February 1998. Prior to joining Corgenix's operating subsidiary, he
was a Managing Partner at Venture Marketing Group in Austin, Texas, a health
care and biotechnology marketing firm, and in that capacity, served as a
consultant to REAADS from 1990 until 1992. From 1984 to 1990 Mr. Simpson was
employed by Kallestad Diagnostics, Inc. (now Sanofi Diagnostics Pasteur), one of
the largest diagnostic companies in the world, where he served as Vice President
of Marketing, in charge of all marketing and business development for this $200
million medical diagnostics company. Mr. Simpson holds B.S. and M.S. degrees in
Biology and Chemistry from Lamar University in Beaumont, Texas.
<PAGE>
BRIAN E. JOHNSON
Age: 50
Director since 1998
Mr. Johnson was appointed as a director of Corgenix in
May 1998. Mr. Johnson has served as a director of
Corgenix's operating subsidiary since 1993. He is
Chief Financial Officer of New Global Telecom, Inc., a
Denver based telecommunications company. He served as
Senior Vice President -- Field Service and Senior Vice
President-- Dealer Development and Acquisitions at ADT
Security Systems, then the world's largest provider of
electronic security services, from 1996 to 1997. From
1993 to 1995 he was Executive Vice President and Chief
Financial Officer of Alert Centre, Inc., a
Denver-based, publicly traded electronic security
services company, which was acquired by ADT in December
1995. From 1990 through 1993 Mr. Johnson was Managing
Partner at Barnes Johnson & Associates, a small
investment banking and consulting firm specializing in
corporate finance and acquisitions. Previously, he
served as chief financial officer and a director of two
publicly traded companies involved in oil and gas
exploration and cable television. Mr. Johnson began
his career with Arthur Andersen & Company in Denver.
He received a B.A. in Economics from Muskingum College
in Ohio, a J.D. from the University of Colorado School
of Law and an LL.M. in Taxation from the University of
Denver Graduate Program in Taxation.
Votes Required to Elect Directors
The affirmative vote of a majority of the shares of common stock represented and
voting at the meeting assuming a quorum is present is needed to elect a
director. Abstentions and votes withheld as to a director will have the same
effect as voting against the director.
<PAGE>
BOARD AND COMMITTEES
Structure and Operation of the Board: You should know the following information
about the structure of the board and its operations:
o Each director serves for a term of one year or until the director's
successor is duly elected, appointed or seated.
o The Board currently consists of one outside director (the "Outside
Director"), the Chief Executive Officer and the President (the Chief
Operating Officer).
o None of the directors has a consulting arrangement with Corgenix.
o The Board usually meets as required, both in scheduled meetings and
conference telephone calls, and in Corgenix's 2000 fiscal year, the
Board met and/or took action by unanimous consent on seven occasions.
Structure and Operation of the Committees: The full Board considers all major
decisions of Corgenix. However, the Board has established the following two
standing committees, both of which is chaired by the Outside Director. You
should know the following information about the operations of the two Committees
of the Board of Directors:
o The Audit Committee currently consists of the Outside Director and
the President and its functions include:
o making recommendations to the Board regarding the
selection of independent auditors,
o reviewing the results and scope of the audit and
other services provided by Corgenix's
independent auditors, and
o reviewing and evaluating Corgenix's audit and
control functions.
o The Compensation Committee currently consists of the Outside Director
and its functions include:
o reviewing and recommending for Board approval
compensation for executive officers, and
o making policy decisions concerning salaries and
incentive compensation for employees and
consultants of Corgenix.
Director Compensation: The non-executive member of the Board of Directors
currently receives an annual stock grant for service on the Board. The Outside
Director may be reimbursed for certain expenses in connection with attendance at
Board and committee meetings. For fiscal year 2000, the Outside Director has
received 20,000 shares.
Technical and Scientific Advisors: Corgenix
periodically draws on the expertise of several advisors
and consultants in fields related to its technology and
markets. Corgenix has a Scientific Advisory Board
currently consisting of Dr. Luis Lopez and Dr. Douglas
Triplett. These members are available to Corgenix as
needed on an individual basis to provide advice with
respect to clinical medicine and other matters
requiring scientific and clinical expertise.
Non-employee members of the Scientific Advisory Board
are compensated for their participation on this board.
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information with respect to the directors
and executive officers of Corgenix as of June 30, 2000:
----------------------------------------------------------
Name Age Position
----------------------------------------------------------
----------------------------------------------------------
Luis R. Lopez, M.D. 52 Chief Executive Officer and
(1) Chairman
----------------------------------------------------------
----------------------------------------------------------
Douglass T. Simpson 52 President, Chief Operating
(1) Officer
----------------------------------------------------------
----------------------------------------------------------
W. George Fleming, 69 Vice President,
Ph.D. (1) International Operations
----------------------------------------------------------
----------------------------------------------------------
Ann L Steinbarger (1) 47 Vice President, Sales and
Marketing
----------------------------------------------------------
----------------------------------------------------------
Taryn G. Reynolds (1) 41 Vice President, Technology
----------------------------------------------------------
----------------------------------------------------------
Catherine A. Fink, 35 Vice President, General
Ph.D. (1) Manager
----------------------------------------------------------
----------------------------------------------------------
Nanci Dexter 35 Director of Quality and
Regulatory Affairs
Tammy Buckner 35
Technical Director
----------------------------------------------------------
----------------------------------------------------------
Frances E. Flanagan 48 Director of Manufacturing
Brian E. Johnson 50 Director
Douglas A. Triplett, 57 Chairman, Scientific
M.D. Advisory Board
----------------------------------------------------------
(1) Executive Officer
Luis R. Lopez, M.D. Dr. Lopez' biographical
information is on page 7 of this proxy statement.
Douglass T. Simpson. Mr. Simpson's biographical
information is on page 7 of this proxy statement.
W. George Fleming, Ph.D., has been the Vice President,
International Operations, of Corgenix since May 1998.
Dr. Fleming joined Corgenix's operating subsidiary as
Director of European Operations in 1992, after serving
as a consultant in international distribution to
Corgenix from 1990 to 1992. He was promoted to
Managing Director, European Operations, and in 1996 to
Vice President, International. Prior to joining
Corgenix's operating subsidiary, Dr. Fleming was a
director of Unilever's Medical Products Group in the
UK, a(pound)41 million health care company. He joined
Oxoid, a subsidiary of Brooke Bond in 1968, serving in
a number of management positions leading to his
appointment as Director of Marketing in 1976, managing
their growth up to(pound)31 million in 1985, when it was
acquired by Unilever. Dr. Fleming received a B.Sc.
degree from Queens University, Belfast, Northern
Ireland, and a Ph.D. in Business Administration from
Fairfax University, Baton Rouge, Louisiana.
Ann L. Steinbarger has been the Vice President, Sales
and Marketing, of Corgenix since May 1998. Ms.
Steinbarger joined Corgenix's operating subsidiary in
January 1996 as Vice President, Sales and Marketing
with responsibility for its worldwide marketing and
distribution strategies. Prior to joining Corgenix,
Ms. Steinbarger was with Boehringer Mannheim
Corporation, Indianapolis, Indiana, a $200 million IVD
company. At Boehringer from 1976 to 1996, she served
in a series of increasingly important sales management
positions. Ms. Steinbarger holds a B.S. degree in
Microbiology from Purdue University in West Lafayette,
Indiana.
Taryn G. Reynolds has been a Vice President of Corgenix
since May 1998. Mr. Reynolds joined Corgenix's
operating subsidiary in 1992, serving first as Director
of Administration, then as Managing Director, U.S.
Operations. He has served as Vice President, Operations
and in 1999, became Vice President, Technology. Prior
to joining Corgenix, Mr. Reynolds held executive
positions at Brinker International, MJAR Corporation
and M&S Incorporated, all Colorado-based property,
operational and financial management firms.
Catherine A. Fink, Ph.D., was elected Vice President,
General Manager of the Company on October 7, 1999. She
had been Corgenix's Executive Scientific Director since
May 1998. Dr. Fink joined Corgenix's operating
subsidiary in 1996 as Director of Research and
Development with responsibility for product
development, and in 1997 was promoted to Executive
Scientific Director with additional responsibilities
for Quality Control. She chairs Corgenix's technical
committee. Prior to joining Corgenix, Dr. Fink was
with DDx, Inc., a Denver, Colorado based privately-held
biotechnology firm from 1994 until 1996, and from 1993
to 1994 was Product Development Manager at Trinity
Biotech plc., an Irish biotechnology company which
develops and manufactures rapid saliva and blood based
diagnostic tests. From 1990 to 1993, she was with
Biosyn Ltd. (Belfast), a manufacturer of diagnostic
tests for medical and veterinary applications. Dr.
Fink received a B.Sc. (with Honors) from University
College Dublin, and a Ph.D. in immunology from the
National University at Ireland.
Nanci Dexter has been Corgenix's Director of Quality and Regulatory Affairs
since May 1998. Ms. Dexter joined the Company's operating subsidiary as Director
of Quality and Regulatory Affairs in 1997. From 1996 to 1997, she was Director
of Regulatory Affairs and Quality Assurance at In-X Corporation, a Denver based
medical device company, and from 1993 to 1996, was Manager of Quality Assurance
and Quality Control at Cortech, Inc., a Denver biopharmaceutical company. From
1987 to 1993, Ms. Dexter was with Marquest Medical Products, Inc. (Englewood,
Colorado) where she held several positions, including Manager of Corporate
Document Control. She has a BS degree in Business Administration from Colorado
State University (Ft Collins, Colorado), and is a member of numerous
professional organizations including the American Society for Quality Control,
Regulatory Affairs Professionals Society, Society of Quality Assurance and the
Colorado Medical Device Association. Ms. Dexter is a Certified Quality Auditor.
Frances E. Flanagan joined Corgenix in September 1999 as Director of
Manufacturing. From 1983 to 1986, she held positions in research, product
development and technical support at Baxter Travenol in Cambridge,
Massachusetts. From 1986 to 1999, she was a senior scientist and supervisor at
PerSeptive Biosystems, Inc., a subsidiary of Perkin-Elmer Corporation in
Framingham, Mass. She has a B.S. degree in Biology from the University of
Massachusetts.
Brian E. Johnson Mr. Johnson's biographical information
is on page 8 of this proxy statement.
Douglas A. Triplett, M.D., has been an advisor to
Corgenix's operating subsidiary since 1991. He is
Vice President and Director of Medical Education and
Director of Hematology for Ball Memorial Hospital in
Muncie, Indiana. Since 1980 he has also been a
Professor of Pathology, and since 1981 Assistant Dean,
of Indiana University School of Medicine. He
previously served as the Director of the
Hematopathology Program at Ball Memorial Hospital,
Associate Professor of Pathology at Indiana University
School of Medicine and Chief of Pathology at the
Raymond W. Bliss Army Hospital. A graduate of Indiana
University School of Medicine, Dr. Triplett is Chairman
of the Coagulation Resource Committee of the College of
American Pathologists and Co-Chairman of the Scientific
Subcommittee of the International Committee on
Thrombosis and Hemostasis: Lupus Anticoagulants. He is
certified by the American Board of Pathology in
Anatomic and Clinical Pathology, Hematology and
Transfusion Medicine. Dr. Triplett received the 1989
Medal of the American Society of Clinical Pathologists.
<PAGE>
EXECUTIVE COMPENSATION
Compensation
The following table shows how much compensation was paid by Corgenix's operating
subsidiary for the last three fiscal years to Corgenix's Chief Executive Officer
and each other executive officer whose total annual salary and bonus exceeded
$100,000 for services rendered to the subsidiary during such fiscal years
(collectively, the "Named Executive Officers").
Summary Compensation Table
Annual Cash Long-Term
Compensation Compensation
-----------------------
Options
Name and Principal Fiscal (# of
Position Year Salary Shares)
-----------------------------------------------------
Dr. Luis R. Lopez .. 2000 $160,000 11,400
Chairman, Chief 1999 $169,000 -
Executive Officer 1998 $160,000 -
1997 $143,333 -
Douglass T Simpson . 2000 $140,000 9,400
President, Chief 1999 $149,000 -
Operating Officer 1998 $140,000 -
1997 $123,333 -
Ann L. Steinbarger . 2000 $100,000 10,400
Vice President, 1999 $109,000 -
Sales and Marketing 1998 $100,000 -
1997 $100,000 -
Long-Term Incentive Compensation
On October 27, 1999, the Board approved an incentive stock plan (the "1999
Incentive Stock Plan") which was subsequently approved by the stockholders of
the Company on January 26, 2000. This plan is intended to encourage ownership of
shares of the Company by employees, directors and consultants to promote the
success of the business. No stock options were issued prior to the fiscal year
ended June 30, 2000. During the fiscal year ended June 30, 2000, stock options
for 85,400 shares of Common Stock were issued.
During the fiscal year ended June 30, 2000, the Company granted stock options to
the Named Executive Officers as reflected in the summary compensation table
shown above. At June 30, 2000, none of the options were exercisable.
On December 17, 1998, the Board approved a stock compensation plan (the "Stock
Compensation Plan") effective January 1, 1999 pursuant to which executive
officers and certain consultants may elect to receive a portion of their salary
in Corgenix common stock. This plan is intended to further the growth and
advance the best interests of Corgenix by supporting and increasing the
Company's ability to attract, retain and compensate persons of experience and
ability and whose services are considered valuable, to encourage the sense of
proprietorship in such persons in the development and success of the Company.
The Plan provides for stock compensation through the award of the Company's
Common Stock, as a bonus or, at the Participant's election, in lieu of cash
compensation for services rendered. To date, all compensation has been in lieu
of cash compensation for services rendered.
Employment and Consulting Agreements
Corgenix has entered into three-year employment agreements with the following
officers at minimum annual salaries as noted opposite each of their names:
o Luis R. Lopez, M.D. - $160,000
o Douglass T. Simpson - $140,000
o Ann L Steinbarger - $100,000
o Taryn G. Reynolds - $90,000
o Catherine A. Fink, Ph.D. - $80,000
Corgenix has also executed a three-year consulting
contract with Wm. George Fleming, Ph.D., Corgenix's
Vice President, International Operations, in
consideration for a minimum annual fee of $60,000.
Each of the above agreements provides for severance payments equal to the salary
due during the term of the agreement if the employment of the individual is
terminated without cause (as defined in the respective agreements).
The current agreements expire May 22, 2001.
Compensation Committee Interlocks and Insider
Participation
The Compensation Committee of Corgenix is currently composed of the Outside
Director. No interlocking relationship exists between any member of Corgenix's
Board of Directors or Compensation Committee and any member of the board of
directors or compensation committee of any other company, nor has any such
interlocking relationship existed in the past.
Section 16(a) Beneficial Ownership Reporting Compliance
Corgenix's directors and executive officers and persons who are beneficial
owners of more than 10% of the common stock ("10% beneficial owners") are
required to file reports of their holdings and transactions in common stock with
the Commission and to furnish Corgenix with such reports. Based solely upon its
review of the copies of such reports, we believe that all of our directors,
executive officers and 10% beneficial owners had complied with all applicable
Section 16(a) filing requirements.
<PAGE>
DIRECTORS' AND OFFICERS' OWNERSHIP
OF CORGENIX MEDICAL STOCK
The following table shows how much Corgenix common stock each Named Executive
Officer and director owned as of June 30, 2000. Other than Dr. Lopez, no other
director or executive officer beneficially owned more than 5% of the common
stock, and directors and executive officers as a group beneficially owned 17.0%
of the common stock.
----------------------------------------------------------
Shares Beneficially
Owned
-------------------------------- -----------------------
-------------------------------- -----------------------
Name of Beneficial Owner Number Percent
-------------------------------- ---------- ---------
-------------------------------- ---------- ----------
Dr. Luis R. Lopez(1)......... 2,161,762 12.4%
Corgenix Corporation
12061 Tejon Street
Westminster, Colorado 80234
-----------------------------------------------------------
-----------------------------------------------------------
Raul Diez Canseco............ 1,123,221 6.5%
Corgenix Corporation
12061 Tejon Street
Westminster, Colorado 80234
-----------------------------------------------------------
-----------------------------------------------------------
Jana Hartinger Mazzini....... 1,095,788 6.3%
Corgenix Corporation
12061 Tejon Street
Westminster, Colorado 80234
-----------------------------------------------------------
-----------------------------------------------------------
Leland P. Snyder ............ 1,023,997 5.9%
Corgenix Corporation
12061 Tejon Street
Westminster, Colorado 80234
-----------------------------------------------------------
-----------------------------------------------------------
Brian E. Johnson (1) ........ 57,483 *
-----------------------------------------------------------
-----------------------------------------------------------
Douglass T. Simpson (1)...... 276,196 1.6%
-----------------------------------------------------------
-----------------------------------------------------------
Ann L. Steinbarger(1)........ 91,576 *
-----------------------------------------------------------
-----------------------------------------------------------
All current directors and 2,958,368 17.0%
current executive officers as
a group (7 persons) (1)(3)
-----------------------------------------------------------
* Less than 1% (1) Director or current officer.
<PAGE>
COMMON STOCK PERFORMANCE
The common stock of Corgenix is reported on the NASD Stock Market's OTC Bulletin
Board (R) under the symbol "COGX." The common stock began active trading in June
1998.
The following table sets forth the quarterly stock prices from trading through
September 30, 2000. No dividends have been declared or paid on Corgenix's common
stock during such period. The stock price performance shown below is not
necessarily indicative of future price performance:
-----------------------------------------------------------
Stock Price Stock Price Ranges
Dates
-----------------------------------------------------------
06/23/98-6/30/98 $1.00 - $1.50
----------------- -------------
07/01/98-09/30/98 $0.53 - $1.62
10/01/98-12/31/98 $0.19 - $0.70
01/01/99-03/31/99 $0.38 - $0.59
04/01/99-06/30/99 $0.18 - $0.41
----------------- ---------------
07/01/99-09/30/99 $0.13 - $0.28
10/01/99-12/31/99 $0.09 - $0.25
01/01/00-03/31/00 $0.19 - $0.72
04/01/00-06/30/00 $0.22 - $0.50
----------------- ---------------
07/01/00-09/30/00 $0.16 - $0.31
<PAGE>
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Transglobal Consulting Agreement
On June 30, 1998, Corgenix was party to a Consulting Agreement dated May 22,
1998 with TransGlobal Financial Corporation ("TGF"). The Consulting Agreement
was entered into in connection with closing of the Merger. The President and
controlling shareholder of TGF is Mike M. Mustafoglu, who also served as a
director of Corgenix from May 22, 1998 to November 10, 1998. Under the terms of
the Consulting Agreement, TGF was to provide advice, on an exclusive basis, to
Corgenix regarding financial and business matters, including but not limited to
assistance with fundraising to implement Corgenix's business plans, review and
assessment of capitalization, merger and acquisition prospects, and other
transactions. The Consulting Agreement was effective for a 3-year term ending
May 22, 2001.
On October 7, 1999, Corgenix and TGF executed a settlement agreement (the
"Settlement Agreement") which terminated the Consulting Agreement. Under the
terms of the Settlement Agreement, Corgenix issued to Mr. Mustafoglu 272,727
shares of Common Stock, and executed a promissory note in the amount of $55,000,
to be paid over one year.
On September 21, 1999, Alev T. Lewis, TGF's nominee to the Board, also resigned
as a Director of the Company.
Snyder Consulting Agreement
On November 14, 2000, Corgenix entered into an agreement with Leland P. Snyder,
whereby Mr. Snyder is to provide advise, consultation and other assistance in
the recruitment of qualified individuals to serve as directors of the Company.
The agreement expires May 14, 2001. Mr. Snyder currently owns more than 5% of
the Company's common shares.
<PAGE>
PROPOSAL 2
APPROVAL OF THE AMENDMENT OF THE ARTICLES OF
INCORPORATION OF THE COMPANY TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK
Introduction
In May 1998 at the time of the Merger, the shareholders authorized 20,000,000
shares of Common Stock that the Company can issue. We believed at that time, the
number of shares of Common Stock would be sufficient to meet our immediate
future needs. However, due in part to the ongoing growth of the business, on
November 2, 2000, the Board of Directors authorized an amendment, subject to
stockholder approval, to the Company's Articles of Incorporation; to increase
the number of shares of Common Stock that the Company is authorized to issue
from 20,000,000 to 40,000,000. The Board of Directors considers it both
desirable and essential to have additional shares of Common Stock available for
issuance from time-to-time.
If this proposal is approved, the first paragraph of Article FOURTH of the
Articles of Incorporation will be amended to read as follows:
"FOURTH. The total number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is Forty-Five Million
(45,000,000) shares divided into two (2) classes, of which Forty Million
(40,000,000) shares, par value $.001 per share, shall be designated Common
Stock, and Five Million (5,000,000) shares, par value $.001 per share, shall
be designated Preferred Stock."
The remainder of Article FOURTH of the Articles of Incorporation will remain
unchanged.
The Board also advises stockholders that failure to approve the amendment could
have a material adverse effect on the Company, its business and results of
operations, in that it would limit the Company's access to equity capital.
Outstanding Shares; Shares Reserved for Future Issuance
As of the Record Date the Company had 17,441,174 shares of Common Stock
outstanding, An additional 791,369 shares were reserved for future issuance
under the 1999 Incentive Stock Plans, the Employee Stock Purchase Plan, the
Stock Compensation Plan, and for additional warrants as summarized as follows:
Authorized Common Shares Reserved for Future Issuance
------------------------------------------------------
Shares underlying stock options granted under the 1999
Incentive Stock Plan: 85,400
Share reserved for future issuance under the 1999
Incentive Stock Plan, the Employee Stock Purchase
Plan, and the Stock Compensation Plan as of
December 1, 2000: 676,622
Stock purchase warrants: 29,347
There are no shares of Preferred Stock issued and outstanding.
Reasons for Increasing the Number of Authorized Shares
of Common Stock
The Board of Directors believes there are a number of important business reasons
for increasing the number of shares of Common Stock.
The Board of Directors also believes that the authorized number of shares of
Common Stock are not sufficient to enable the Company to negotiate new financing
without special consideration for the lack of authorized shares available. For
example, an equity based financing opportunity would have to provide for
limitations based on the availability of sufficient shares of Common Stock. This
factor places us at a distinct disadvantage in negotiating any future
transactions by negatively impacting pricing and marketability of securities
sold, and as a result this could increase the effective dilution to existing
stockholders. The authorized number of shares of Common Stock currently
available is not sufficient to enable us to respond to potential business
opportunities and to pursue important objectives that may be anticipated.
Accordingly, the Board of Directors believes that it is in the Company's best
interests to increase the number of authorized shares of Common Stock.
We do not, as of the date of this Proxy Statement, have any agreements with
respect to future financings or acquisitions that would require the issuance of
shares of the Company's Common Stock. The Board of Directors believes the
availability of authorized but unissued Common Stock can be of considerable
value.
Consequences of Failure to Increase the Number of
Authorized Shares of Common Stock
The Board of Directors believes that the Company could be at a disadvantage in
negotiating the terms of any required fundings due to the lack of sufficient
shares of Common Stock. The uncertainty regarding the availability of shares of
Common Stock makes the prospects of future financings unlikely without
additional authorized Common Stock.
Effect of Amendment on Existing Stockholders
The authorization of additional shares of Common Stock will not, by itself, have
any effect on the rights of holders of existing shares.
Additional authorized but unissued shares may be issued at such time or times,
to such person or persons and for such consideration as the Board of Directors
determines to be in the best interests of the Company, without further
authorization from the shareholders except as may be required by the rules of
any stock exchange or national securities association trading system on which
the Common Stock may be listed or traded. Upon issuance, such shares will have
the same rights as the outstanding shares of Common Stock. Depending on the
circumstances, issuance of additional shares of Common Stock could result in
substantial dilution of the existing stockholders' ownership interests in the
Company. The Board of Directors does not intend to issue any shares of Common
Stock except to meet its obligations and on terms which the Board deems to be in
the best interests of the Company and its then existing stockholders. The
stockholders do not have pre-emptive rights to purchase additional shares of
Common Stock nor will they have any such rights as a result of this proposal.
The increase of authorized shares of Common Stock will not alter the par value
of the Common Stock or the rights of stockholders.
Vote Required; Board Recommendation
The approval of the Amendment to the Articles of Incorporation requires the
affirmative vote of a majority of the outstanding shares of Common Stock on the
record date. THEREFORE, FAILURE TO VOTE HAS THE SAME EFFECT AS A NEGATIVE VOTE.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK AND
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
<PAGE>
OTHER INFORMATION
Directors' and Officers' Indemnification
The Bylaws of Corgenix provide that Corgenix will indemnify its directors and
executive officers and may indemnify its other officer, employees and agents to
the fullest extent permitted by Nevada law. Corgenix is also empowered under its
Bylaws to enter into indemnification agreements with its directors and officers
and to purchase insurance on behalf of any person it is required or permitted to
indemnify.
In addition, Corgenix's Articles of Incorporation, as amended, provides that, to
the fullest extent permitted by Nevada law, Corgenix's directors will not be
liable for monetary damages for breach of the director's fiduciary duty of care
to Corgenix and its shareholders. This provision in the Articles of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under Nevada law. Each director will
continue to be subject to liability for:
o breach of the director's duty of loyalty to
Corgenix,
o acts or omissions not in good faith or involving
intentional misconduct,
o knowing violations of law,
o any transaction from which the director derived an
improper personal benefit,
o improper transactions between the director and
Corgenix, and
o improper distributions to shareholders and loans
to directors and officers.
This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws.
Litigation
There is no pending litigation or proceeding involving a director or officer of
Corgenix as to which indemnification is being sought, nor is Corgenix aware of
any pending or threatened litigation that may result in claims for
indemnification by any director or officer.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents filed or to be filed by Corgenix with the Securities and
Exchange Commission (the "Commission") are hereby incorporated or deemed to be
incorporated in this Proxy Statement by reference:
(a) Corgenix's Annual Report on Form 10-KSB for fiscal year ended June 30,
2000, filed with the Commission on September 28, 2000.
(b) Corgenix's Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 1999, December 31, 1999, and March 31, 2000 filed with the
Commission on November 5, 1999, February 9, 2000, and May 10, 2000 respectively.
(c) The description of Corgenix's common stock contained in its
Registration Statement on Form 10SB/A-2, filed with the Commission on November
3, 1998.
(d) All other documents filed by Corgenix pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this Proxy Statement shall be deemed to be incorporated in this Proxy
Statement by reference and to a part hereof from the date of filing such
documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Proxy Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Proxy Statement.
Corgenix hereby undertakes to provide without charge to each person to
whom a Proxy Statement is delivered, upon written or oral request of such
person, a copy of any and all of the documents that have been incorporated by
reference in this proxy statement (not including exhibits to the information
that is incorporated by reference unless such exhibits are specifically
incorporated by reference into such documents). Such request may be directed to
Corgenix Medical Corporation at 12061 Tejon Street, Westminster, Colorado 80234,
Attention: Douglass T. Simpson, President, telephone: (303) 457-4345.
SHAREHOLDER PROPOSALS
No shareholder proposals were received by Corgenix for inclusion in this year's
proxy statement. If a shareholder wishes to present a proposal to be included in
the proxy statement for the next Annual Meeting of Shareholders, the proposal
must be submitted in writing and received by the Corporate Secretary of Corgenix
at its corporate offices located at 12061 Tejon Street, Westminster, Colorado
80234, no later than September 1, 2001.
By Order of the Board of Directors,
S/ Douglass T. Simpson
Douglass T. Simpson,
President
Westminster, Colorado
December 11, 2000
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN
YOUR PROXY CARD
IN THE ENVELOPE PROVIDED
AS SOON AS POSSIBLE
<PAGE>
CORGENIX MEDICAL CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This undersigned hereby appoints Douglass T. Simpson, President, as proxy
with the power to appoint his substitutes and hereby authorizes him to represent
and vote, as designed below, all of the shares of stock of Corgenix Medical
Corporation held by the undersigned as of December 1, 2000 at the Annual Meeting
of Shareholders to be held January 16, 2001 or any adjournment thereof, with
like effect as if the undersigned were personally present and voting upon the
following matters.
1. ELECTION OF DIRECTORS to serve until the 2001 Annual Meeting of
Shareholders and until his successor has been duly elected and qualified.
____ FOR all nominees listed below
Dr. Luis R. Lopez
Douglass T. Simpson
Brian E. Johnson
____ WITHHOLD AUTHORITY to vote for the nominees
checked below
__ Dr. Luis R. Lopez
__ Douglass T. Simpson
__ Brian E. Johnson
2. APPROVAL of the amendment to the Articles of
Incorporation authorizing an increase in the
number of authorized shares of common stock to
40,000,000.
___FOR ___AGAINST ___ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS
THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN
OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement furnished herewith.
Date: ________________
Indicate the number of ______________________________
shares you are Name of Stockholder (Print your name)
entitled to vote:
_____________ ______________________________
Common Stock Signature(s) of Stockholder(s)
Executors, administrators, trustees, guardians
and attorneys should indicate when signing.
Attorneys should submit powers of attorney.
PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED ENVELOPE.
THIS GIVING OF A PROXY WILL NOT EFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING OR SUBMIT A LATER DATED REVOCATION OR AMENDMENT TO THIS PROXY
ON ANY OF THE ISSUES SET FORTH ABOVE.
