<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Implant Sciences Corporation
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
IMPLANT SCIENCES CORPORATION
107 AUDUBON ROAD, #5
WAKEFIELD, MA 01880
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, DECEMBER 9, 1999
------------------------
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
(the "Annual Meeting") of Implant Sciences Corporation (the "Company") to be
held on Thursday, December 9, 1999 at 10:00 a.m. at the Boston Stock Exchange,
100 Franklin Street, Boston, Massachusetts 02110 for the following purposes:
1. To elect five directors of the Company to serve until the 2000
Annual Meeting of Stockholders and until their respective successors
are duly elected and qualified; and
2. To consider and act upon any other matters which may properly be
brought before the Annual Meeting and at any adjournment(s) or
postponement(s)thereof.
The Board of Directors has fixed the close of business on November 3, 1999
as the record date for determining the stockholders entitled to notice of and to
vote at the 1999 Annual Meeting and at any adjournments or postponements
thereof. Only stockholders of record of the Company's Common Stock at the close
of business on that date will be entitled to notice of and to vote at the Annual
Meeting and at any adjournments or postponements thereof.
YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT, WHICH CONTAINS
INFORMATION RELEVANT TO THE ACTIONS TO BE TAKEN AT THE MEETING. IN ORDER TO
ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY IF YOU SO DESIRE AT ANY TIME
BEFORE IT IS VOTED.
By Order of the Board of Directors
/S/ Stephen N. Bunker
STEPHEN N. BUNKER, Clerk
Wakefield, Massachusetts
November 5, 1999
<PAGE> 3
IMPLANT SCIENCES CORPORATION
107 AUDUBON ROAD #5
WAKEFIELD, MASSACHUSETTS 01880
------------------------
PROXY STATEMENT
------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, DECEMBER 9, 1999
November 5, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Implant Sciences Corporation (the
"Company")for use at the 1999 Annual Meeting of Stockholders of the Company to
be held on Thursday, December 9, 1999, at 10:00 am, and at any adjournments or
postponements thereof(the "Annual Meeting"). At the Annual Meeting, stockholders
will be asked to vote upon (i) the election of five directors of the Company and
(ii) any other matters properly brought before the Annual Meeting.
The Company's executive offices are located at 107 Audubon Road, #5,
Wakefield, Massachusetts 01880. The Company's telephone number is 781-246-0700.
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are first being sent to stockholders on or about November 5, 1999.
The Board of Directors has fixed the close of business on November 3, 1999
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting (the "Record Date"). Only stockholders of
record of the Company's common stock, par value $.10 per share (the "Common
Stock"), at the close of business on the Record Date will be entitled to notice
of and to vote at the Annual Meeting. As of the Record Date, there were
5,207,320 shares of Common Stock outstanding and entitled to vote at the Annual
Meeting. Holders of Common Stock outstanding as of the close of business on the
Record Date will be entitled to one vote for each share held by them.
The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. The affirmative vote of the holders of a plurality of the shares of
Common Stock present or represented at the Annual Meeting is required for the
election of directors. Abstentions and broker non-votes are each included in the
number of shares present at the Annual Meeting for purposes of establishing a
quorum. Abstentions and broker non-votes will have no effect on the outcome of
the election of directors.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE
VOTE AT THE ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE ANNUAL MEETING
AS DIRECTED ON THE PROXY. IF A PROPERLY EXECUTED PROXY IS SUBMITTED AND NO
INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE FIVE
NOMINEES FOR DIRECTOR OF THE COMPANY NAMED IN THIS PROXY STATEMENT. IT IS NOT
ANTICIPATED THAT ANY MATTER OTHER THAN THOSE SET FORTH IN THIS PROXY STATEMENT
WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES
WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.
A stockholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above; by filing a duly executed proxy
bearing a later date; or by appearing in person and voting by ballot at the
Annual Meeting. Any
<PAGE> 4
stockholder of record as of the Record Date attending the Annual Meeting may
vote in person whether or not a proxy has been previously given, but the
presence (without further action) of a stockholder at the Annual Meeting will
not constitute revocation of a previously given proxy.
THE COMPANY'S 1999 ANNUAL REPORT, INCLUDING THE COMPANY'S AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 1999, IS BEING MAILED TO
STOCKHOLDERS CONCURRENTLY WITH THIS PROXY STATEMENT.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company is currently comprised of four
members with each director serving for a term of one year and until their
successors are duly elected and qualified.
At the Annual Meeting, five directors will be elected to serve until the
2000 Annual Meeting and until their successors are duly elected and qualified.
The Board of Directors has nominated Anthony J. Armini, Stephen N. Bunker,
Robert E. Hoisington, Shunkichi Shimizu and Michael Szycher (the "Nominees").
Each nominee has indicated his willingness to serve as a director of the
Company, and therefore the Board of Directors anticipates that each such Nominee
will serve as a director if elected. However, if any person nominated by the
Board of Directors is unable to accept election, the proxies will be voted for
the election of such other person or persons as the Board of Directors may
recommend.
INFORMATION REGARDING NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to each
director, officer and director nominee, based on information furnished to the
Company by each person. The following information is as of October 4, 1999
unless otherwise specified.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
---- --- -------- --------------
<S> <C> <C> <C>
Anthony J. Armini*...................... 61 President, Chief Executive Officer and 1984
Chairman of the Board of Directors
Stephen N. Bunker*...................... 56 Vice President and Chief Scientist, 1988
Director
Darlene M. Deptula-Hicks*............... 42 Vice President and Chief Financial --
Officer, Treasurer
Alan D. Lucas........................... 43 Vice President of Marketing Sales and --
Business Development
Robert E. Hoisington.................... 63 President -- Management Strategies, 1992
Director
Shunkichi Shimizu....................... 54 Executive Vice President, TK Holdings, 1998
Inc., Director
Michael Szycher......................... 61 President, Chief Executive Officer, --
CardioTech International Inc., Director
Nominee
</TABLE>
- ---------------
(*) Executive Officer
2
<PAGE> 5
Dr. Anthony J. Armini has been the President, Chief Executive Officer, and
Chairman of the Board of Directors since the Company's incorporation. From 1972
to 1984, prior to founding the Company, Dr. Armini was Executive Vice President
at Spire Corporation. From 1967 to 1972, Dr. Armini was a Senior Scientist at
McDonnell Douglas Corporation. Dr. Armini received his Ph.D. in nuclear physics
from the University of California, Los Angeles in 1967. Dr. Armini is the author
of eleven patents and fifteen patents pending in the field of implant technology
and fourteen publications in this field. Dr. Armini has over thirty years of
experience working with cyclotrons and linear accelerators, the production and
characterization of radioisotopes, and fifteen years experience with ion
implantation in the medical and semiconductor fields.
Dr. Stephen N. Bunker has served as the Vice President and Chief Scientist
of the Company since 1987 and Director of the Company since 1988. Prior to
joining the Company, from 1972 to 1987, Dr. Bunker was a Chief Scientist at
Spire Corporation. From 1971 to 1972, Dr. Bunker was an Engineer at McDonnell
Douglas Corporation. Dr. Bunker received his Ph.D. in nuclear physics from the
University of California, Los Angeles in 1969. Dr. Bunker is the author of seven
patents in the field of implant technology.
Darlene M. Deptula-Hicks joined the Company in July 1998 as Vice President
and Chief Financial Officer. Prior to joining the Company, from 1997 to 1998 Ms.
Deptula-Hicks was the Corporate Controller for ABIOMED, Inc., a medical device
manufacturer. From 1994 to 1997 Ms. Deptula-Hicks was an independent financial
consultant. From 1992 to 1994 Ms. Deptula-Hicks was the Vice President and Chief
Financial Officer of GCA, a division of General Signal Corporation, a
semiconductor equipment manufacturer. Ms. Deptula-Hicks holds a BS in Accounting
and an MBA.
Alan D. Lucas joined the Company in March 1998 as Vice President of
Marketing, Sales and Business Development. Prior to joining the Company, Mr.
Lucas accumulated over 20 years experience in various marketing and business
development positions for medical device companies. Most recently, from 1996 to
1998, Mr. Lucas was the Director of Corporate Development at ABIOMED, Inc. From
1994 to 1996, Mr. Lucas was a strategic marketing and sales consultant focused
on medical technology. From 1991 to 1994 Mr. Lucas was the Director of Marketing
at Vision Sciences, Inc. a developmental stage medical device company.
Robert E. Hoisington has served on the Board of Directors of the Company
since August 1992. He is the President and founder of Management Strategies, a
general line consulting firm providing strategic planning for businesses with
annual revenues ranging from $10 million to $1 billion. Prior to founding
Management Strategies, Mr. Hoisington was a professional management consultant
at Arthur Young & Company.
Shunkichi Shimizu joined the Company's Board of Directors in March, 1998.
He is the Executive Vice President of TK Holdings, Inc. of Ohio, a subsidiary of
Takata Corporation. Takata Corporation is a manufacturer of seat belts and
airbags. Prior to joining Takata Corporation, he served as Head of International
Financial Institutions Division at the Bank of Tokyo-Mitsubishi, Ltd.,
Headquarters.
Dr. Michael Szycher, Director nominee, has been President and Chief
Executive Officer of CardioTech International, Inc., a manufacturer of medical
devices and biocompatible polymers since 1996. From 1988 to 1996, Dr. Szycher
was Chairman and Chief Technology Officer of Polymedica Industries. Dr. Szycher
is a recognized authority on polyurethanes and blood compatible polymers. He is
the editor of six books on various subjects in blood compatible materials and
devices and the author of eighty original research articles. Dr. Szycher is also
Editor-in-Chief of the quarterly publication Journal of Biomaterial
Applications.
3
<PAGE> 6
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held one meeting during the fiscal
year ended June 30, 1999 which was fully attended and acted by unanimous written
consent in lieu of other meetings.
The Company has standing Audit and Compensation Committees. The members of
the Audit Committee are Messrs. Hoisington (as Chairman), and Shimizu. The Audit
Committee reviews the results of the annual audit of the Company's accounts
conducted by the Company's independent auditors and the recommendations of the
auditors with respect to accounting systems and controls. During the fiscal year
ended June 30, 1999 the Audit Committee held one meeting.
The members of the Compensation Committee are Messrs. Hoisington (as
Chairman) and Shimizu. The Compensation Committee reviews and approves the
Company's executive compensation and benefit policies and administers the
Company's 1998 Stock Option Plan. During the fiscal year ended June 30, 1999,
the Compensation Committee held one meeting.
The Board of Directors selects nominees for election as directors of the
Company. The Board of Directors will consider a nominee for election to the
Board recommended by a stockholder of record if such recommendation is timely in
accordance with, and is accompanied by the information required by, the
Company's By-laws. The Company does not maintain a standing nominating
committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than 10%
of a registered class of the Company's equity securities ("ten percent
stockholders") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and ten percent
stockholders are charged by the SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3, 4, and 5 and amendments thereto
furnished to the Company during the past fiscal year, and, if applicable,
written representations that Form 5 was not required, the Company believes that
all Section 16(a) filing requirements applicable to its officers, directors and
ten percent stockholders were fulfilled in a timely manner.
4
<PAGE> 7
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the aggregate
cash compensation paid by the Company with respect to the three fiscal years
ended June 30, 1997, 1998 and 1999 to the Company's Chief Executive Officer and
each of the three other most highly compensated executive officers in fiscal
1999 (the "Named Executive Officers"). The Company has no other executive
officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SHARES
----------------------------------------- UNDERLYING
NAME AND OTHER ANNUAL OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) GRANTED(#) COMPENSATION
------------------ ---- --------- -------- ------------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Antbony J. Armini*............... 1999 $124,384 $35,000 $9,188 -- --
President, Chief Executive
Officer 1998 $104,000 -- $4,044 -- --
and Chairman of the Board 1997 $106,416 $95,000 $3,999
Stephen N. Bunker*............... 1999 $ 96,135 -- $2,963 -- --
Vice President, Chief 1998 $ 79,000 -- $2,605 -- --
Scientist, Director 1997 $ 80,017 -- $2,068 -- --
Darlene M. Deptula-Hicks*........ 1999 $ 94,344 $40,000 $ 569 25,200 (2)
Vice President and Chief
Financial 1998 -- -- -- -- --
Officer, Treasurer 1997 -- -- -- -- --
Alan D. Lucas.................... 1999 $105,694 $35,000 $ 456 -- --
Vice President of Sales,
Marketing 1998 $ 22,500 $10,000 -- 25,200 --
and Business Development 1997 -- -- -- -- --
</TABLE>
- ---------------
* Executive Officer
(1) Other annual compensation consists of life and disability insurance
premiums and 401(k) plan benefits paid by the Company on behalf of the
Named Executive Officer.
(2) See "Option Grants in Last Fiscal Year" below.
The following table sets forth certain information regarding stock options
held as of June 30, 1999 by the Named Executive Officers.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL GRANTED
SECURITIES UNDERLYING TO EMPLOYEES IN EXERCISE PRICE
NAME AND PRINCIPAL POSITION OPTIONS GRANTED(#) FISCAL YEAR ($/SH) EXPIRATION DATE
--------------------------- --------------------- ------------------ -------------- ---------------
<S> <C> <C> <C> <C>
Darlene M. Deptula-Hicks........... 25,200 88.0% $4.00 2008
Vice President and Chief
Financial Officer, Treasurer
</TABLE>
5
<PAGE> 8
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS A JUNE 30, 1999 AT JUNE 30, 1999(1)
----------------------------- ---------------------------
NAME AND PRINCIPLE POSITION EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Darlene M. Deptula-Hicks....................... -- 25,200 -- $94,500
Vice President and Chief
Financial Officer, Treasurer
</TABLE>
- ---------------
(1) As of June 30, 1999, the market value of a share of Common Stock was $7.75.
COMPENSATION COMMITTEE AND EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE OF CONTROL ARRANGEMENTS
In September 1999, the Compensation Committee approved, and the Company
entered into employment agreements with each of Anthony J. Armini, President,
Chief Executive Officer and Chairman of the Board and Stephen N. Bunker, Vice
President and Chief Scientist of the Company. Pursuant to their employment
agreements, each of which has a term of five years, Dr. Armini is entitled to an
annual base salary of $125,000 and Dr. Bunker is entitled to an annual base
salary of $100,000, both of which are subject to annual review. Each of them is
eligible to receive additional bonuses at the discretion of the Board of
Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1999, the Company entered into loan agreements aggregating
$137,500 with ten employees for the purpose of permitting these employees to
exercise options to purchase 321,642 shares of Common Stock, in aggregate. The
interest rate of each loan, which is unsecured, is 6% per annum. The entire
principal amount and accumulated interest on each loan will be due on January 7,
2002.
DIRECTOR COMPENSATION
The Company's directors who are employees of the Company do not receive any
compensation for service on the Board of Directors. Directors who are not
employees of the Company, other than Mr. Shimizu, are paid a yearly stipend of
$2,500 and are reimbursed for reasonable expenses incurred in connection with
attendance at Board and committee meetings.
Under the 1998 Incentive and Nonqualified Stock Option Plan (the "Option
Plan"), each Director who is not an employee of the Company, other than Mr.
Shimizu, automatically receives an annual grant of options to purchase 2,000
shares of Common Stock at an exercise price equal to the closing price of the
Common Stock on that date for each year of service. Each such option will have a
term of five years and will vest in full on the date of the grant.
6
<PAGE> 9
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October 4, 1999,
with respect to the beneficial ownership of the Company's Common Stock of each
director and nominee for director, each named executive officer in the Executive
Compensation table below, all directors and current officers of the Company as a
group, and each person known by the Company to be a beneficial owner of five
percent or more of the Company's Common Stock. This information is based upon
information received from or on behalf of the individuals named therein.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
------------------------ --------------------- --------
<S> <C> <C>
Anthony J. Armini................................. 1,231,242(4) 23.5%
Patricia A. Armini................................ 931,122(4) 17.8%
Casparin Corporation.............................. 776,418(5) 14.8%
Stephen N. Bunker................................. 636,348 12.2%
Robert E. and Joan Hoisington..................... 30,000 *
Shunkichi Shimizu................................. --(3) --
Darlene M. Deptula-Hicks.......................... 8,400(2) *
Alan D. Lucas..................................... 16,800(2) *
All Directors and Officers as a group (5
persons)........................................ 1,922,790 36.8%
</TABLE>
- ---------------
* Less than 1%
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power over the shares listed.
(2) Includes those options exercisable within 60 days of the date hereof.
(3) Mr. Shimizu is the designated director for Casparin Corporation and is not
permitted by Casparin Corporation to personally hold any stock or receive
any stipend.
(4) Patricia A. Armini is the former wife of Anthony J. Armini. Ms. Armini has
sole voting power with respect to all shares as shown beneficially owned by
her.
(5) Casparin Corporation is a wholly-owned subsidiary of TREC (Holland)
Amsterdam B.V., a sister company of NAR Holding Corporation.
OTHER MATTERS
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst and Young, LLP, as the
independent auditors to audit the financial statements of the Company for the
fiscal year ending June 30, 2000. This firm has served as the Company's auditors
since 1997.
Representatives of Ernst and Young, LLP have been invited to the Annual
Meeting and are expected to be present at the Meeting. They will be given an
opportunity to make a statement, if so desired. Representatives will be
available to respond to appropriate questions from stockholders.
7
<PAGE> 10
SOLICIATION OF PROXIES
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail, the
directors, officers and employees of the Company may also solicit proxies
personally or by telephone without special compensation for such activities. The
Company will also request persons, firms and corporations holding shares in
their names or in the names of their nominees, which are beneficially owned by
others, to send proxy materials to and obtain proxies from such beneficial
owners. The Company will reimburse such holders for their reasonable expenses.
OTHER PROPOSED ACTION
The Board of Directors knows of no other business to come before the
Meeting. However, if any other business should properly be presented to the
Meeting, the proxies will be voted in accordance with the judgement of the
persons holding the proxies.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy statement and
form of proxy for the annual meeting scheduled to be held in December 2000,
stockholder proposals must comply with SEC Rule 14a-8 and any other applicable
rules and must be delivered to the Company's principal executive offices at
least 120 days prior to the anniversary date of mailing of this Proxy Statement,
being July 5, 2000.
In addition, SEC Rule 14a-4 provides that with respect to any proposal or
nomination made by a stockholder at the annual meeting scheduled for December
2000, the persons named as proxies by the Company is its solicitation materials
will have discretionary authority to vote on such proposal or nomination if the
Company did not have notice of the matter at least 45 days prior to the
anniversary date of mailing of this Proxy Statement, being September 21, 2000.
ANNUAL REPORT AND FORM 10-KSB
Additional copies of the Annual Report to Stockholders for the fiscal year
ended June 30, 1999 and copies of the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1999 as filed with the Securities and Exchange
Commission are available to stockholders without charge upon written request
addressed to: Investor Relations, Implant Sciences Corporation, 107 Audubon
Road, #5, Wakefield, Massachusetts 01880.
By Order of the Board of Directors
/S/ Stephen N. Bunker
STEPHEN N. BUNKER, Clerk
Wakefield, Massachusetts
November 5, 1999
8
<PAGE> 11
PROXY IMPLANT SCIENCES CORPORATION PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS DECEMBER 9, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Anthony J. Armini, and
Darlene M. Deptula-Hicks and each of them, as Proxies of the undersigned, with
full power to appoint their substitutes, and authorizes each of them to
represent and to vote all shares of Common Stock of Implant Sciences Corporation
(the "Company") held by the undersigned as of the close of business on November
3, 1999, at the Annual Meeting of Stockholders to be held at The Boston Stock
Exchange, 100 Franklin Street, Boston, Massachusetts 02110 on Thursday, December
9, 1999 at 10:00 a.m., local time, and at any adjournments and postponements
thereof.
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS SET FORTH ON THE REVERSE SIDE HEREOF, AND AT THE PROXIES
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL ONE. A STOCKHOLDER WISHING
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED ONLY SIGN
AND DATE THIS PROXY AND RETURN IT IN THE ENVELOPE PROVIDED.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Company.
Joint owners should each sign personally. Trustees, custodians, and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If the shareholder is a corporation, the
signature should be that of an authorized officer who should state his or her
title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- ------------------------------------------
- ---------------------------------- ------------------------------------------
- ---------------------------------- ------------------------------------------
<PAGE> 12
ANNUAL MEETING OF STOCKHOLDERS
IMPLANT SCIENCES CORPORATION
DECEMBER 9, 1999
Please detach and mail in the envelope provided
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Proposal to elect the following persons as Directors to serve until the 2000
Annual Meeting and until their successors are duly elected and qualified.
IMPLANT SCIENCES CORPORATION
Anthony J. Armini, Stephen N. Bunker, Robert E. Hoisington, Shunkuchi Shimizu
and Michael Szycher
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST ABOVE.
RECORD DATE SHARES: The undersigned hereby acknowledge(s) receipt of a copy of
the accompanying Notice of Annual Meeting of Stockholders, the Proxy Statement
with respect thereto and the Company's 1999 Annual Report and hereby revoke(s)
any proxy or proxies heretofore given. This proxy may be revoked at any time
before it is exercised.
Please be sure to sign and date this Proxy. Date ________________________
Mark box at right if an address change or comments have been noted on the
reverse side of this card. [ ]
- ---------------------------------------------------------
---------------------------------------------------------
Stockholder sign here Joint-owner sign here
