THIS DOCUMENT IS A COPY OF THE PROXY STATEMENT AND PROXY CARD
FILED ON APRIL 20, 1995, PURSUANT TO A RULE 201 TEMPORARY
HARDSHIP EXEMPTION.
May 1, 1995
NOTICE OF MEETING
DEAR STOCKHOLDER:
You are cordially invited to attend the Annual Meeting of
Stockholders of Syncor International Corporation on Tuesday, June
20, 1995, beginning at 1:00 p.m. local time. The meeting will be
held at Warner Center Marriott Hotel, 21850 Oxnard Street, Woodland
Hills, California 91367.
Enclosed you will find the proxy statement and the Annual
Report for the year ended December 31, 1994. This Notice of the
Annual Meeting and the proxy statement on the following pages cover
the formal business of the meeting which includes the election of
three of the nine Directors for a three-year term.
In addition to the usual business of the meeting, we are
asking that you consider and approve four proposals amending the By-
laws. In December 1993, the Company changed its fiscal year from
May 31 to December 31. This change in fiscal year was the result of
the strategic alliance the Company entered into with the
Radiopharmaceutical Division of the DuPont Merck Pharmaceutical
Company. The change in the fiscal year required some changes to the
By-laws. The principal changes to the By-laws are submitted to the
stockholders of the Company for their approval as four separate
proposals, each of which is clearly stated in the proxy statement.
One of the proposals is to amend the form of Indemnity Agreement
Syncor stockholders approved in 1986. The proposed agreement is a
substantively and procedurally more comprehensive form of
indemnification agreement and will provide substantially greater
benefits to the Company and the indemnitee than the current
agreement. We urge you to review that discussion carefully before
you vote your proxy.
We look forward to welcoming you at the forthcoming Annual
Meeting. We urge all Syncor stockholders to vote using the enclosed
proxy card. Thank you for your continued confidence and support.
Sincerely,
Gene R. McGrevin
President and Chief Executive Officer
Monty Fu
Chairman of the Board<PAGE>
SYNCOR INTERNATIONAL CORPORATION
20001 PRAIRIE STREET
CHATSWORTH, CALIFORNIA 91311
---------------------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING JUNE 20, 1995
_____________________________________________
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited by the Board of Directors of Syncor
International Corporation ("SYNCOR" OR THE "COMPANY") for use at the
annual meeting of stockholders of Syncor ("ANNUAL MEETING") to be
held June 20, 1995 at Warner Center Marriott Hotel, 21850 Oxnard
Street, Woodland Hills, California 91367, beginning at 1:00 p.m.
local time, and any postponement(s) or adjustment(s) thereof.
Syncor's proxy statement and form of proxy/voting instruction card
are being mailed to the stockholders commencing May 1, 1995. Syncor
will bear the cost of mailing the proxy material. In addition to
solicitation by mail, proxies may be solicited by Directors,
Executive Officers or employees of Syncor in person or by telephone
or otherwise. They will not be specifically compensated for such
services.
GENERAL INFORMATION
Votes cast by proxy or in person at the Annual Meeting will be
counted by the persons appointed by Syncor to act as election
inspectors for the meeting. The election inspectors will treat
shares represented by proxies that reflect abstentions as shares
that are present and entitled to vote for purposes of determining
the presence of a quorum and for purposes of determining the outcome
of any matter submitted to the stockholders for a vote.
Abstentions, however, do not constitute a vote "for" or "against"
any matter.
The election inspectors will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or
other persons entitled to vote and that the broker or nominee does
not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, for purposes of
determining the outcome of any matter as to which the broker has
indicated on the proxy that it does not have discretionary authority
to vote, those shares will be treated as not present and not
entitled to vote (even though the same shares are present for quorum
purposes and may be entitled to vote on other matters).
Any unmarked proxies, including those submitted by brokers or
nominees, will be voted as indicated in the accompanying proxy and
as summarized elsewhere in this proxy statement.
Your executed proxy may be revoked at any time before it is
exercised by filing with the Secretary of Syncor at the principal
executive office of Syncor, 20001 Prairie Street, Chatsworth,
California 91311, a duly executed written revocation or a duly
executed proxy bearing a later date. The execution of the enclosed
proxy will not affect your right to vote in person should you later
find it convenient to attend the Annual Meeting and desire to vote.
<PAGE>
VOTING SECURITIES
The number of shares of the $.05 par value common stock of Syncor
("COMMON STOCK"), outstanding and entitled to vote at the Annual
Meeting, is 10,570,333 shares. Each share is entitled to one vote,
and the stockholders are not entitled to cumulate their votes in the
election of Directors. Only stockholders of record at the close of
business on April 21, 1995, are entitled to notice and to vote at
the Annual Meeting. Shares represented by all valid proxies will be
voted according to the instructions contained in the proxies. IN
THE ABSENCE OF INSTRUCTIONS, SHARES REPRESENTED BY VALID PROXIES
WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS AS SHOWN ON THE PROXY. WITH RESPECT TO OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING, THE PROXY HOLDERS WILL
VOTE THE PROXY IN ACCORDANCE WITH THEIR BEST JUDGMENT.
The presence, either in person or by proxy, of the persons entitled
to vote a majority of Syncor's shares are necessary for a quorum for
the transaction of business at the Annual Meeting. A plurality of
the votes cast will elect the Directors. Approval of each other
proposal to be brought before the Annual Meeting (not including the
election of the Directors) will require the affirmative vote of at
least the majority in voting interests of the stockholders present,
in person or by proxy, at the Annual Meeting and entitled to vote
thereon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of March 31, 1995 certain informa-
tion concerning persons known to Syncor to own beneficially more
than five percent of the outstanding Syncor Common Stock (the only
class of Syncor's voting securities). All ownership is direct
except as otherwise noted.
<TABLE>
<CAPTION>
__________________________________________________________________________
Amount and
Nature of
Name and Address Beneficial
of Beneficial Owner Ownership Percent of Class (1)
__________________________________________________________________________
<S> <C> <C>
Monty Fu (2)
20001 Prairie Street,
Chatsworth, CA 91311 684,253 6.5%
Wellington Management Company
75 State Street,
Boston, MA 02109 1,265,359 12%
ICM Asset Management, Inc.
601 W. Main Ave.,
Suite 917, Spokane, WA 776,480 7.3%
Goldman, Sachs & Co. and
The Goldman Sachs Group, L.P.
85 Broad Street,
New York, NY 10004 698,413 6.6%
Wells Fargo Bank (3)
Syncor International
Corporation ESSOP
420 Montgomery Street
San Francisco, CA 94163 1,157,185 10.5%
___________________
<FN>
(1) Calculated on the basis of 10,570,333 shares of Syncor Common
Stock outstanding. Percentages are calculated including shares
not outstanding which the beneficial owner has a right to
acquire within 60 days of March 31, 1995, if any.
(2) Includes 5,700 shares not outstanding which Mr. Fu has the
right to acquire pursuant to options that are currently
exercisable, 7,142 shares owned by Mr. Fu by virtue of his
participation in the Employee's Savings and Stock Ownership
Plan ("ESSOP") as of December 31, 1994, and 11,600 shares held
as trustee for his children.
(3) Wells Fargo Bank is the trustee for Syncor's ESSOP and has the
right to vote the shares according to the plan and in
proportion to the vote of the beneficial owners.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 31, 1995, the beneficial
ownership of Syncor Common Stock by each Syncor Director, by each
nominee and by each of the Executive Officers named in the "SUMMARY
COMPENSATION TABLE." All ownership is direct unless otherwise
noted.
<TABLE>
<CAPTION>
________________________________________________________________________
Name of Amount and Nature of Beneficial Percent of
Beneficial Owner Ownership Class (1)
________________________________________________________________________
<S> <C> <C>
Monty Fu 684,253(2) 6.5%
Gene R. McGrevin 584,410(3) 5.5%
Joseph Kleiman 32,700(4) (*)
Arnold E. Spangler 25,000(5) (*)
George S. Oki 14,350(6) (*)
Dr. Steven B. Gerber 25,333(7) (*)
Dr. Henry N. Wagner, Jr. 9,998(8) (*)
Dr. Gail R. Wilensky 4,999(9) (*)
Robert G. Funari 146(10) (*)
Jack L. Coffey 22,969(11) (*)
Michael E. Mikity 23,191(12) (*)
___________________
<FN>
(1) Calculated on the basis of 10,570,333 shares of Syncor Common
Stock outstanding. Percentages and amounts are calculated
including shares not outstanding which the individual has a
right to acquire pursuant to options exercisable within 60
days of March 31, 1995, if any. Exceptions are noted for each
individual. The Executive Officers' 29,143 ESSOP shares are
included and separately noted for named Executive Officers in
the following notes. The ESSOP total number is as of December
31, 1994, and does not include matching shares for 1994.
(2) Includes 5,700 shares not outstanding which the person has the
right to acquire pursuant to options, 7,142 shares under the
ESSOP as of December 31, 1994, and 11,600 shares held as
trustee for his children.
<PAGE>
(3) Includes 575,000 shares not outstanding which the person has
the right to acquire pursuant to options and 4,410 shares
under the ESSOP as of December 31, 1994.
(4) Includes 6,700 shares not outstanding which the person has the
right to acquire pursuant to options.
(5) Includes 16,000 shares not outstanding which the person has
the right to acquire pursuant to options.
(6) Includes 10,350 shares not outstanding which the person has
the right to acquire pursuant to options.
(7) Includes 23,333 shares not outstanding which the person has
the right to acquire pursuant to options.
(8) Includes 9,998 shares not outstanding which the person has the
right to acquire pursuant to options.
(9) Includes 4,999 shares not outstanding which the person has the
right to acquire pursuant to options.
(10) Includes 146 shares under the ESSOP as of December 31, 1994.
(11) Includes 17,850 shares not outstanding which the person has
the right to acquire pursuant to options and 4,119 shares
under the ESSOP as of December 31, 1994.
(12) Includes 17,000 shares not outstanding which the person has
the right to acquire pursuant to options and 4,691 shares
under the ESSOP as of December 31, 1994.
(*) Less than 1%.
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION OF DIRECTORS AND NOMINEES
ELECTION OF DIRECTORS
In 1986, Syncor stockholders approved staggered three-year terms for
Directors. Three of the nominees named below are successors to the
class whose term expires at this Annual Meeting and, if elected,
will serve until the Annual Meeting in 1998 and until their
respective successors are duly elected and qualified. The nominees
are described below with brief statements setting forth their
present principal occupations, their current ages, the lengths of
time they have served as Directors of Syncor (including as a
Director of a Syncor predecessor) and their business experience
during at least the last five years. All of the nominees are at
present Directors of Syncor. The company where Mr. Oki served as
the Chairman of the Board through March of 1993 is in receivership.
There are no family relationships between any of the nominees,
Directors or Executive Officers except that Mr. Oki is a
brother-in-law of Mr. Fu.
All of the nominees have indicated their willingness to serve.
However, in the event that any of them should be unable to serve,
the proxies named on the enclosed proxy card will vote in their
discretion for such other persons as the Board of Directors may
recommend, unless the Board of Directors reduces the number of
Directors to eliminate any vacancies. Unless otherwise instructed,
the proxies will vote for all of the nominees.
<PAGE>
NOMINEES FOR ELECTION
TERMS EXPIRING IN 1998
GENE R. MCGREVIN Director since February 1, 1989
Age: 52
Mr. McGrevin was appointed Director, President and Chief Executive
Officer on February 1, 1989. Previously, he founded Everest Health
Care Inc. in 1987 where, as its President and Chief Executive
Officer, he concentrated on management consulting and investment
opportunities in start-up and growth companies. Prior to that, he
was Executive Vice President and Board member of VHA Enterprises
Inc., Dallas, Texas, where he established a long-term strategic
direction for the Home Healthcare, Ambulatory Medical Care,
Physician Services and Consulting Services businesses. Mr. McGrevin
also held the position of President of Health Care Product Group at
Kimberley-Clark Corp., key management positions with Danline Inc.,
Johnson and Johnson, Citicorp Systems Inc. and Cummins Engine
Company. Mr. McGrevin has an M.B.A. from the Wharton Graduate
School of Finance and Commerce at the University of Pennsylvania.
GEORGE S. OKI Director since May 17, 1985
Age: 44
Mr. Oki is the Chairman of the Board of Meta Information Services
Inc., as of April 1, 1993. Previously, he was the Chairman of the
Board of Oki Nursery, Inc., where he was employed since 1975. Mr.
Oki was a Director of a predecessor corporation from July 1982 to
August 1983 and from December 1984 until its merger into Syncor.
Mr. Oki has a B.S. degree in Horticulture from Colorado State
University and an M.B.A. from the University of Southern California.
ROBERT G. FUNARI Director since January 23, 1995
Age: 47
Mr. Funari was appointed Director on January 24, 1995. Mr. Funari
joined Syncor on August 9, 1993, and was appointed Executive Vice
President and Chief Operating Officer for Syncor. Prior to joining
Syncor, Mr. Funari was an Executive Vice President and General
Manager for McKesson Drug Company. From 1975 to 1992, Mr. Funari
held a number of key management positions with Baxter International
and its subsidiaries. His last position with Baxter was as
President of its Pharmaseal Division. Mr. Funari received a
Bachelor of Science degree in Mechanical Engineering from Cornell
University and an M.B.A. from Harvard Business School.
TERMS EXPIRING IN 1996
MONTY FU Director since May 17, 1985
Age: 48
Mr. Fu is the Chairman of the Board of Directors of Syncor. Mr. Fu
was Chairman of the Board and a Vice President of Syncor
International Corporation, a California corporation, commencing 1982
until it merged into a predecessor of Syncor. Mr. Fu was co-founder
of Pharmatopes, Inc., and served as Secretary-Treasurer and Director
from its inception in 1975 until July 1982 when it was acquired by
the Syncor California corporation. Mr. Fu has a B.S. degree in
Pharmacy with a specialization in Nuclear Pharmacy.
JOSEPH KLEIMAN Director since August 9, 1985
Age: 75
Mr. Kleiman retired in 1984 as a Director and Senior Vice President
with responsibilities for corporate development of Whittaker
Corporation, where he had been employed since 1958. Mr. Kleiman
presently manages a personal consulting practice. He is also a
Director of Diagnostic Products Corporation and Z-Seven Fund. Mr.
Kleiman has a B.S.E. and an M.S.E. in Chemical Engineering.
HENRY N. WAGNER, JR., M.D. Director since August 3, 1992
Age: 67
Dr. Wagner has spent more than 30 years at The Johns Hopkins
University, pioneering radioactive diagnostics and treatments. He
is currently a Professor of Medicine, Radiology and Radiological
Science and Environmental Health Sciences, as well as the Director
of the Divisions of Nuclear Medicine and Radiation Health Sciences.
At The Johns Hopkins Hospital, he is Director of the Division of
Nuclear Medicine. Dr. Wagner and his work have been nationally and
internationally recognized with numerous honors and awards,
including the prestigious American Medical Association's Scientific
Achievement Award. Dr. Wagner is a member of many professional
societies, including the National Academy of Medicine, and serves on
several research committees for such organizations as the National
Institutes of Health, National Research Council and the Nuclear
Regulatory Commission.
TERMS EXPIRING IN 1997
STEVEN B. GERBER, M.D. Director since May 1, 1990
Age: 41
Dr. Gerber is a Senior Vice President and pharmaceutical industry
analyst for Oppenheimer & Co., Inc. He was a health care industry
analyst with Bateman Eichler, Hill Richards, Inc. from 1988 to
September 1990. Dr. Gerber has an M.B.A. in Finance from the
University of California, Los Angeles, and is a board-certified
internist and cardiologist with subspecialty training in Nuclear
Cardiology.
ARNOLD E. SPANGLER Director since August 9, 1985
Age: 46
Mr Spangler is a Managing Director of Mancuso & Company, a private
merchant banking firm. Previously, he was a financial consultant
and private investor. From 1989 to 1991, Mr. Spangler was a
Managing Director of PaineWebber Incorporated and a Co-Director of
its mergers and acquisitions department. From 1983 to 1989, Mr.
Spangler was a General Partner in the investment banking firm of
Lazard Freres & Co., where he worked primarily in the areas of
mergers and acquisitions and financial advising. Mr. Spangler has
a B.S. in Economics and an M.B.A.
DR. GAIL R. WILENSKY Director since July 12, 1993
Age: 51
Dr. Wilensky's professional career spans 25 years of policy
analysis, management, and university-level teaching. She is
currently a Senior Fellow at Project HOPE, an international health
foundation. Previously, she served in the White House as Deputy
Assistant to the President for Policy Development. Before joining
the White House staff, she was the Administrator of the Health Care
Financing Administration ("HCFA") in the Department of Health and
Human Services for two years. As Administrator, she directed the
Medicare and Medicaid programs. Dr. Wilensky is a nationally
recognized expert on a wide range of health policy and financing
issues and has published extensively on health economics and other
policy issues. Dr. Wilensky has received numerous honors and
awards and is an elected member of the Institute of Medicine of the
National Academy of Sciences. She is a member of many professional
societies and serves on several professional committees and boards
and currently serves as a Trustee of the Combined Benefits Fund of
the United Mine Workers of America.
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS
The following persons are all of the Executive Officers of Syncor.
The respective Executive Officers hold the same or similar positions
for Syncor Management Corporation and other wholly owned
subsidiaries of Syncor. The Executive Officers serve at the
discretion of the Board of Directors.
<TABLE>
<CAPTION>
Director and/or
Name Age Officer Since Position(s)
____ ___ _______________ ___________
<S> <C> <C> <C>
Monty Fu 48 May 1985 Director, Chairman
of the Board
Gene R. McGrevin 52 February 1989 Director,
President and
Chief Executive
Officer
Robert G. Funari 47 August 1993 Director,
Executive Vice
President and
Chief Operating
Officer
Michael E. Mikity 47 November 1985 Vice President,
Treasurer and
Chief Financial
Officer
William A. Kemmel, 65 May 1985 Vice President,
Jr. General Counsel
and Secretary (1)
Haig S. Bagerdjian 38 January 1995 Vice President,
General Counsel
and Secretary (2)
Jack L. Coffey 43 April 1989 Vice President of
Field Operations
for the Eastern
Area (3)
Sheila H. Coop 54 November 1992 Vice President,
Human Resources
Charles A. Smith 42 November 1992 Vice President,
Corporate
Development
<FN>
(1) Mr. Kemmel resigned as Vice President, General Counsel and
Secretary effective January 1, 1995, but will continue to
serve the Company as its Associate General Counsel and
Assistant Secretary.
(2) Mr. Bagerdjian was appointed to the positions of Vice
President, Secretary and General Counsel effective January 1,
1995. Previously he was Associate General Counsel and
Assistant Secretary.
(3) Mr. Coffey was appointed to the position of Vice President of
Field Operations for the Eastern Area effective March 20,
1995. Previously he was Vice President, Quality and
Regulatory.
</TABLE>
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
HAIG S. BAGERDJIAN is Vice President, Secretary and General Counsel
for Syncor. Mr. Bagerdjian joined Syncor in 1991 as an Associate
General Counsel and Assistant Secretary. Prior to joining Syncor,
from 1987 to 1991, Mr. Bagerdjian worked for Calmark Holding
Corporation in various management positions, including the General
Counsel for one of its subsidiaries, American Adventure, Inc. Mr.
Bagerdjian received a Bachelor of Arts degree from the University of
Southern California in International Relations and Slavic Languages
and Literature; Certificates in Russian Studies, Strategic Defense
and National Security in 1983, and J. D. from Harvard Law School in
1986. He is admitted to the State Bar of California.
JACK L. COFFEY is Vice President, Field Operations for the Eastern
area of Syncor, effective March 20, 1995, and previously served as
Vice President of Quality and Regulatory. He joined Nuclear
Pharmacy, Inc., a predecessor of Syncor, in 1984 as Director of
Radiation Services. Mr. Coffey received a Bachelor of Science
degree from Cumberland College in 1973 and a Master's Degree in
Radiation Biology in 1978, from the University of Tennessee.
SHEILA H. COOP is Vice President, Human Resources, for Syncor. Ms.
Coop joined Syncor in July 1991, as Director of Human Resources.
Prior to joining Syncor, Ms. Coop was a Senior Human Resources
Consultant with Jorgensen and Associates. From 1988 to 1990, Ms.
Coop was Director, Human Resources for Daylight Transport, Inc., a
national transportation company. Ms. Coop received a Bachelor of
Science degree from the University of California, Los Angeles, and
a Certificate of Professional Designation in Human Resources
Management awarded by the University of California, Los Angeles,
School of Law and Graduate School of Business in 1983.
WILLIAM A. KEMMEL, JR. was Vice President, General Counsel and
Secretary for Syncor until December 31, 1994. Mr. Kemmel will
continue to work for Syncor on a limited basis as Associate General
Counsel and Assistant Secretary. Mr. Kemmel received a Master of
Science degree in Chemical Engineering from the California
Institute of Technology in 1953, and a Bachelor of Law degree from
George Washington University in Washington, D.C. in 1960. He is
admitted to the State Bars of California, Virginia and District of
Columbia.
MICHAEL E. MIKITY is Vice President, Treasurer and Chief Financial
Officer for Syncor. From June 1993 until August 1994, Mr. Mikity
served as Vice President and Chief Information Officer for Syncor.
From 1983 until June 1993, Mr. Mikity served as Chief Financial
Officer and Treasurer of Syncor. Mr. Mikity is a certified public
accountant and received his Bachelor of Science degree in Accounting
in 1973, from the University of Southern California.
CHARLES A. SMITH is Vice President, Corporate Development, for
Syncor. Mr. Smith joined Nuclear Pharmacy, Inc., a predecessor of
Syncor, in 1979 as a Staff Pharmacist. In 1985, he was named a
Director of Operations for Syncor. From June 1988 to November 1992,
Mr. Smith was the Director, Business Development. Mr. Smith
received a Pharm. B.S. degree from Drake University, College of
Pharmacy in 1977, an M.S. in Pharmaceutical Sciences with emphasis
in Clinical Pharmacy in 1979, from the University of the Pacific,
and an M.B.A. from Pepperdine University in 1988.
INFORMATION CONCERNING OPERATION OF THE
BOARD OF DIRECTORS AND ITS COMMITTEES
In order to facilitate the handling of various functions of the
Board of Directors, the Board has appointed a standing Audit
Committee, Compensation Committee, Nominating Committee and Quality
Committee.
AUDIT COMMITTEE. The present members of the Audit Committee are
Arnold E. Spangler, Chairman, Joseph Kleiman and George S. Oki.
Such committee met once during the period ended December 31, 1994.
The functions of the Audit Committee include review of those matters
that primarily relate to a financial audit of Syncor and its
subsidiaries including (i) the findings of the independent auditors,
(ii) the accounting principles used by Syncor and actual or
impending changes in financial accounting requirements, (iii) the
financial and accounting controls, and (iv) the recommendations by
the independent auditors.
COMPENSATION COMMITTEE. The present members of the Compensation
Committee are Joseph Kleiman, Chairman, Dr. Steven B. Gerber and Dr.
Gail R. Wilensky. Such committee met twice during the period ended
December 31, 1994. The functions of the Compensation Committee
include (i) the review with the Chief Executive Officer, of his
performance and the performance of the Executive Officers whose
compensation is the subject of review, (ii) annual review,
examination and approval, as needed of salary ranges and salaries
for the Executive Officers and compensation for non-employee
Directors, (iii) periodic review of the organization to determine
possible requirements for additional corporate officers, and (iv)
award of stock options, compensation arrangements involving major
acquisitions, salary administration policy, fringe benefit policy
and other compensation matters as requested by the Board of
Directors.
QUALITY COMMITTEE. The present members of the Quality Committee are
Dr. Steven B. Gerber, Chairman, Joseph Kleiman, Gene R. McGrevin,
and Dr. Henry N. Wagner, Jr. Such committee met once during the
period ended December 31, 1994. The functions of the Quality
Committee include establishing strategic priorities for quality,
assessment and evaluation of quality standards and who will carry
out the process. Also, it establishes expectations and reviews
plans and procedures that improve the quality of Syncor.
NOMINATING COMMITTEE. The present members of the Nominating
Committee are George S. Oki, Chairman, Dr. Steven B. Gerber, Gene R.
McGrevin and Arnold E. Spangler. Such committee met once during the
year ended December 31, 1994. The functions of the Nominating
Committee include (i) setting-up procedures for locating nominees
for the Director positions, (ii) reviewing prospective new members
of the Board of Directors and nominations for successive terms of
current Board members, and (iii) making recommendations to the Board
of Directors for nominees for Director positions. The Nominating
Committee will consider the possible nomination as Directors of
persons recommended by stockholders. Any such recommendations
should be in writing and should be mailed or delivered to the
Company, marked for the attention of the Nominating Committee, on or
before the date for receipt of stockholder proposals for the next
annual meeting (see "STOCKHOLDER PROPOSALS").
During the year ended December 31, 1994, the Board of Directors held
seven meetings, three of which were telephonic. All of the
Directors attended more than 75 percent of the total number of
meetings of the Board of Directors and no Director attended fewer
than 75 percent of the total number of meetings held by all
Committees of the Board of Directors on which he or she served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS. Except for employee Directors, each
Director is paid an annual retainer of $20,000, paid in quarterly
payments of $5,000 and $1,000 per day for Board meetings, including
one travel day if traveling from out-of-state. In addition,
expenses of a Director incurred in connection with service as a
Director is reimbursed. For the year ended December 31, 1994,
including the annual retainer, non-employee Directors were paid:
Dr. Gerber, $26,000; Mr. Kleiman, $29,000; Mr. Oki, $29,000; Mr.
Spangler, $31,000; Dr. Wagner, $30,000, and Dr. Wilensky $38,000.
Commencing July 11, 1989, a non-employee new Board member receives
a ten-year, 10,000 option shares on date of election and, subject to
certain restrictions, an additional 5,000 option shares following
each subsequent Annual Meeting of Stockholders up to a total of
25,000 option shares. Dr. Wagner has received 20,000 option shares,
Dr. Wilensky has received 15,000 option shares at the exercise price
equal to the closing price at the date of the grant. The remaining
non-employee Board members have received 25,000 option shares.
1990 MASTER STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED ("1990
MSIP"). At the Annual Meeting of Stockholders on November 13, 1990,
the stockholders approved the 1990 Master Stock Option Plan which
was amended and restated at the Annual Meeting of Stockholders on
November 15, 1993, to provide additional necessary share incentives
for the continuing needs of Syncor and to provide flexibility in the
conditions associated with awards. The options to the non-employee
Directors are fixed in the 1990 MSIP as described above in
"Compensation of Directors." In July 1993, the Board of Directors
delegated its discretion and administrative authority under the 1990
MSIP to the Compensation Committee (the "ADMINISTRATOR"). Options
are granted to Executive Officers and other key employees under the
1990 MSIP at the discretion of the Administrator. The purchase
price per option share is determined by the Administrator, but in
the case of incentive stock options it must be at least fair market
value. The purchase price per option share purchased may be paid in
cash or by check, by a promissory note if authorized by the
Administrator upon terms it determines, or by shares of Syncor under
certain limitations. Options are subject to a vesting schedule and
period determined by the Administrator. However, vesting cannot
occur in less than six months and the option period cannot exceed
ten years. Certain portions of the 1990 MSIP are qualified under
the Internal Revenue Code and certain options may have tandem
rights. To date, only options have been granted under the 1990
MSIP, and no options under the 1990 MSIP were granted with tandem
rights.
EMPLOYEE'S SAVINGS AND STOCK OWNERSHIP PLAN ("ESSOP"). Under
Section 401(k) of the Internal Revenue Code ("CODE"), Syncor
eligible employees may contribute up to two percent of their pay for
the purchase of Syncor Common Stock. As revised in November 1989,
Syncor will match such contributions on a share-for-share basis.
Moreover, subject to the Code, the participating employees can
contribute up to an additional 14 percent of their pay, of which
Syncor will match at the rate of $.50 for each dollar contributed up
to the first four percent of such contribution. The ESSOP includes
a number of other benefits for eligible employees.
EXECUTIVE LIFE INSURANCE PLAN. All Executive Officers are part of
Syncor's life insurance plan receiving coverage computed on the same
basis as all salaried employees. In addition, the Executive
Officers each have term life insurance of $250,000, premiums for
which are paid by Syncor, except for Mr. Fu for whom the amount is
$400,000. In addition, on July 10, 1993 the Board of Directors
approved a split ownership/split dollar plan for Mr. McGrevin.
Under that plan, Syncor has an ownership right in a certain life
insurance policy of $2,000,000 purchased by Mr. McGrevin. For that
right Syncor agreed to contribute an annual premium equal to $60,000
per year for a period of ten consecutive years. The agreement
provides that Syncor is to be reimbursed from the policy value in an
amount equal to the lesser of its cumulative premium contributions
or the surrender value, upon the happening of any one of the
following events: (i) death of Mr. McGrevin; (ii) cancellation of
the policy by Mr. McGrevin; or (iii) release of Syncor's interest
by request of Mr. McGrevin or otherwise.
EXECUTIVE DEFERRAL PLAN. All Executive Officers, Board of Directors
and senior management are eligible to participate in the Executive
Deferral Plan ("DEFERRAL PLAN"). The Deferral Plan allows each
participant to defer up to 25 percent of their annual compensation
(100% for non-employee Director). The Deferral Plan is designed to
defer the payment of taxes on the deferred income until such time as
the monies are distributed to the participants. At retirement (or
termination), Syncor makes a contribution on behalf of the
participant up to the first 15 percent (100% for non-employee
Director) of the deferred compensation toward the payment of taxes
on such deferral distribution. This amount is calculated by
applying a 30 percent "gross-up" rate on the amount to be
distributed. The Deferral Plan is secured with a "Rabbi Trust"
which is responsible for plan investments. Currently, assets are
invested in a selection of separate and fixed accounts made
available through flexible variable life insurance policies owned by
the trust. The Deferral Plan participants select from up to five
accounts including stock, aggressive stock, bond, total return
(managed) and fixed. The investment performance of each account
selected will determine the returns credited to the individual
participant's deferral account value. Syncor bears no investment
risk under the Deferral Plan. Each individual policy bears its own
investment and policy expenses. It is the total surrender value of
each underlying insurance policy that is "grossed-up" for the
participant under the circumstances described above.
EXECUTIVE VACATIONS AND DISABILITY INSURANCE. Each Executive
Officer receives an annual vacation of four weeks and is covered by
disability insurance paying up to 75 percent or $15,000 per month,
whichever is less, of the Executive Officer's cash compensation,
upon total disability, until the age of 65.
EXECUTIVE OFFICERS. The following tables and accompanying notes
show the compensation for the Chief Executive Officer and the four
next highest paid Executive Officers of Syncor and its subsidiaries
during the year ended December 31, 1994 and, to the extent required
by applicable rules, the preceding seven-month period ending
December 31, 1993 and two fiscal years ended May 31. Except for Mr.
McGrevin, Syncor presently does not have long term incentive plan.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
_______________________________________________________________________________________________________
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
____________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual All Other
Bonus Compen- Restricted Options/ LTIP Compen-
Name and Salary (2)(3) sation Award(s) SARs Payouts sation
Principal Position Year (1)($) (4)($) (5)($) ($) (#) ($) (8)($)
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gene R. McGrevin 1994 310,000 -0- 69,000(6) 7,077
__________________________________________________________________________________
President and 1993* 179,125 125,000 7,755
__________________________________________________________________________________
Chief Executive 1993 310,000 295,000 18,830
__________________________________________________________________________________
Officer 1992 289,807 289,583 100,000 17,370
_______________________________________________________________________________________________________
1994 222,876 - 0 - 11,400(6) 9,532
__________________________________________________________________________________
1993* 121,356 75,000 7,890
__________________________________________________________________________________
Monty Fu 1993 210,000 200,000 15,490
__________________________________________________________________________________
Chairman of the Board 1992 237,245 220,000 18,273
_______________________________________________________________________________________________________
Robert G. Funari 1994 210,000 - 0 - 3,821 85,500(6) 4,394
Executive Vice 50,000
President and Chief __________________________________________________________________________________
Operating Officer 1993* 79,154 75,000 41,515 100,000 843
_______________________________________________________________________________________________________
1994 152,307 - 0 - 35,700(6) 2,855
__________________________________________________________________________________
Jack L. Coffey 1993* 80,814 50,000 370
__________________________________________________________________________________
Vice President 1993 140,000 132,000 50,000 462
_______________________________________________________________________________________________________
Michael E. Mikity 1994 139,808 - 0 - 10,000 6,004
__________________________________________________________________________________
Vice President, 1993* 75,000 50,000 1,989
__________________________________________________________________________________
Treasurer and Chief 1993 130,000 121,000
__________________________________________________________________________________
Financial Officer 1992 141,463 127,083
____________________________
<FN>
(1) Amounts shown include cash and non-cash compensation earned
and received by Executive Officers as well as amounts earned
but deferred at the election of those Executive Officers under
the Deferral Plan.
(2) The amounts for the seven-month period ended December 31, 1993
(marked as 1993*), include the portion of the bonuses accrued
under the Officer Incentive Plan for the old fiscal year 1994,
ending May 31, 1994. At the Board of Directors meeting held
on January 10, 1994, the Chief Executive Officer recommended
to the Compensation Committee to pay a bonus to each eligible
employee including the Executive Officers. The
recommendations were based on the rationale that: (i) Syncor
achieved a sufficient level of sales and earnings for the
first two quarters of the seven-month period; and (ii) Syncor
management was able to create, develop and execute a strategic
alliance with the DuPont Merck Pharmaceutical Company. The
Compensation Committee and the Board approved the
recommendations and the bonus was paid in March 1994. Amounts
shown include amounts earned but deferred at the election of
those Executive Officers.
(3) The 1993 amounts include bonuses accrued under the fiscal year
1993 Executive Officer Incentive Plan. Pursuant to the plan
adopted by the Board of Directors on August 2, 1992, in the
event the budgeted net profit before tax ("NPBT") amount was
achieved, each Executive Officer could receive a varying
incentive payout from 56 percent to 70 percent of his or her
salary. If the budgeted NPBT was exceeded by at least 11
percent, the Executive Officers could receive an incentive
payout of 100 percent of the Executive Officer's salary.
Actual payout, except for the Chairman of the Board and Chief
Executive Officer, however, would be based 40 percent on
achieving the NPBT amount and 60 percent on the individual
Executive Officer achieving individual objectives agreed upon
with the Chief Executive Officer. To the extent such
objectives were not achieved, the payout would be reduced.
Actual payouts were subject to approval by the Board of
Directors. The payout was accrued in fiscal year 1993, and
occurred in August, 1993. Amounts shown include amounts
earned but deferred at the election of those Executive
Officers.
(4) The 1992 amounts include bonuses accrued under the fiscal year
1992 Executive Officer Incentive Plan. Pursuant to the 1992
plan adopted by the Board of Directors on July 15, 1991, in
the event that the budgeted NPBT amount was achieved, each
Executive Officer could receive an incentive payout of 100
percent of the Executive Officer's salary. Such payout,
however, was based 40 percent on achieving the NPBT amount and
60 percent on the individual Executive Officer achieving
agreed upon individual objectives. To the extent such
objectives were not achieved, the payout was reduced. In the
event that the budgeted NPBT amount was exceeded, for each
dollar above such amount, the Executive Officer bonus pool was
increased by 33 cents subject to the aforementioned
achievement criteria. The payout was accrued in fiscal year
1992, and occurred in August 1992. Amounts shown include
amounts earned, but deferred at the election of those
Executive Officers.
(5) Other Annual Compensation in the form of the value of certain
perquisites did not, in the aggregate, exceed the amount of
$50,000 or 10 percent of the aggregate salary and bonus
compensation for the reported period, except as otherwise
reported. Syncor accrues amounts for the "grossed-up"
component under the Deferral Plan, however, those amounts are
not shown as other compensation for the following reasons: (i)
each individual policy bears its own investment and policy
expenses; (ii) amounts accrued by Syncor are not invested on
behalf of the participants; (iii) the actual "grossed-up"
component could be zero at the time of retirement or
termination. The amount reported for Mr. Funari represents
relocation allowance according to Syncor's Homeowners' Full
Relocation Package, available to all employees, which included
for the seven-month transition period ended December 31, 1993
and year ended December 31, 1994: (i) $23,204 paid directly to
Mr. Funari for relocation; (ii) $22,1311 paid to third parties
on his behalf; and (iii) purchase and subsequent resale of his
residence in Northern California in February 1994, according
to his employment agreement.
(6) Exchanged under the repricing offered by the Company on July
14, 1994. See "Repricing of Stock Options."
(7) The amounts represent premiums paid for term life and
disability insurance and the dollar value of Syncor's
contribution under the ESSOP (see "EXECUTIVE LIFE INSURANCE
PLAN"). The attributable benefit of $1,138 for Mr. McGrevin's
life insurance is included in 1993*. Under the ESSOP named
Executive Officers received the following number of shares of
Syncor Common Stock as matching contributions: (i) for the
year ended December 31, 1994, valued at $7.00 per share as of
December 31, 1994: Mr. McGrevin, 332; Mr. Fu, 268; Mr.
Funari, 239; Mr. Coffey, 272, and Mr. Mikity, 204; (ii) for
the seven-month period ended December 31, 1993, valued at
$22.375 per share as of December 31, 1993: Mr. McGrevin, 241;
Mr. Fu, 260; Mr. Funari, zero; Mr. Coffey, 242, and Mr.
Mikity, 220; (iii) for the fiscal year 1993 ended May 31,
1993, valued at $20.50 per share as of June 1, 1993: Mr.
McGrevin, 762; Mr. Fu, 626; Mr. Coffey, 501, and Mr. Mikity,
501; (iv) for the fiscal year 1992 ended May 31, 1992, valued
at $18.50 per share as of June 1, 1992: Mr. McGrevin, 883; Mr.
Fu, 861; Mr. Coffey, 399, and Mr. Mikity, 519.
* Syncor changed its fiscal year end from May 31 to December 31.
The amounts represent the seven-month period ended December
31, 1993. Mr. Funari first joined Syncor during this period.
</TABLE>
<TABLE>
OPTION EXERCISES AND YEAR-END VALUES TABLE
AGGREGATED OPTION EXERSICES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<CAPTION>
______________________________________________________________________________
Number of Value of Unexercised
Unexercised In-the-Money
Options Options
at FY-End at FY-End
(#) ($)
______________________________________________________________________________
(a) (b) (c) (d) (e)
Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Name Exercise(#) ($) (1)(2) (3)
_____________________________________________________________________________
<S> <C> <C> <C> <C>
Gene R. McGrevin 475,000/169,000 721,000/46,000
______________________________________________________________________________
Monty Fu 8,000 14,400 11,400/0 0/0
______________________________________________________________________________
Robert G. Funari 0/135,500 0/0
______________________________________________________________________________
Jack L. Coffey 10,000 139,625 0/35,700 0/0
______________________________________________________________________________
Michael E. Mikity 17,000/14,000 0/0
______________________________________________________________________________
_______________
<FN>
(1) Each of the outstanding options were granted with an exercise
price of 100 percent of fair market value on the date of
grant, for a term (subject to earlier termination following a
termination of employment) of five to ten years. The options
are exercisable no earlier than six months of the grant date
for repriced stock options, and no earlier than the first
anniversary of the grant date for all other stock options.
The options vest over the course of up to four years. The
options were granted under Syncor's 1990 MSIP, or earlier 1981
Master Stock Option Plan (established by the predecessor of
Syncor, the "1981 MSOP"), at the discretion of the Board of
Directors. The Board of Directors may, at its discretion,
extend the expiration date of an option for an employee or a
Director of Syncor who ceases to be an employee or a Director
beyond the 30-day exercise period provided in the 1981 MSOP.
Grantees did not pay for options. The 1981 MSOP is not
qualified under the Internal Revenue Code. No options under
the 1981 MSOP have tandem rights. After the adoption of the
1990 MSIP, no options were granted under the 1981 MSOP. All
options that expire or lapse under 1981 MSOP become available
for grant under 1990 MSIP.
(2) The numbers shown in column (d) are the numbers of
unexercisable options, including 265,000 "out-of-the-money"
options held by the Executive Officers and 75,000 "in-the-
money" exercisable stock options held by Mr. McGrevin.
(3) Based solely on the market value of Syncor's Common Stock of
$7.00 per share (the closing price as reported by Nasdaq for
December 30, 1994), minus the exercise price of "in-the-money"
options.
</TABLE>
<PAGE>
REPRICING OF STOCK OPTIONS
As discussed in the "REPORT OF THE COMPENSATION COMMITTEE" on July
14, 1994, the Company offered current employees holding stock
options under the Company's 1990 Master Stock Incentive Plan, the
opportunity to exchange all of their unexercised options with
exercise prices of $9.125 and higher for a reduced number of new
options with an exercise price equal to the then-current fair market
value. The exchange formula reduced the number of options, but
reestablished motivation at market prices more in keeping with
current market conditions. The vesting status of the new option
shares was based on the percentage of option shares vested
immediately preceding the exchange with all new options having a 10-
year expiration date. Certain named Executive Officers participated
in the exchange program. As a result of the exchange program,
holders of options were given the right to exchange their "out-of-
the-money" options for options having an exercise price of $8.50 per
share. Persons who exchanged their "out-of-the-money" options for
new options received options exercisable for fewer shares of common
stock than the old exchanged options. The following tables list:
(i) the number of "out-of-the-money" options exchanged by each of
Executive Officers and the number of new options granted in
exchanged for such options, and (ii) other information regarding the
repriced options, including the market price and length of original
options.
<TABLE>
TEN YEAR OPTION REPRICING
<CAPTION>
_______________________________________________________________________________
Length of Original
Market Price Option Term
of Stock at Exercise Price New Remaining at
Time of at Time of Exercise Date of Repricing
Name Repricing($) Repricing($) Price($) (In Years)
_______________________________________________________________________________
<S> <C> <C> <C> <C>
Gene R. McGrevin 8.50 26.50 8.50 7.5
_______________________________________________________________________________
Monty Fu 8.50 9.13 8.50 6.3
_______________________________________________________________________________
Robert G. Funari 8.50 17.12 8.50 4.1
_______________________________________________________________________________
8.50 9.12 8.50 6.3
______________________________________________________________
Jack L. Coffey 8.50 21.00 8.50 2.8
_______________________________________________________________________________
Michael E. Mikity 4.15 6.71 4.15 4.4
_______________________________________________________________________________
William A. Kemmel 4.15 5.43 4.15 2.8
_______________________________________________________________________________
8.50 21.75 8.50 2.3
_____________________________________________________________
8.50 21.00 8.50 2.8
_____________________________________________________________
Sheila H. Coop 8.50 23.75 8.50 3.5
_______________________________________________________________________________
8.50 15.25 8.50 1.9
_____________________________________________________________
8.50 21.00 8.50 2.8
_____________________________________________________________
8.50 23.75 8.50 3.5
_____________________________________________________________
Charles A. Smith 8.50 18.25 8.50 4.3
_______________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
_________________________________________________________________________
Number of Number of New
Name Date Options Exchanged Options Granted
_________________________________________________________________________
<S> <C> <C> <C>
Gene R. McGrevin 07/14/94 100,000 69,000
___________________________________________________________________
Monty Fu 07/14/94 11,400 11,400
___________________________________________________________________
Robert G. Funari 07/14/94 100,000 85,500
___________________________________________________________________
01/05/88 3,000 2,100
_________________________________________________
Jack L. Coffey 07/14/94 40,000 35,700
___________________________________________________________________
Michael E. Mikity 01/05/88 10,000 9,000
___________________________________________________________________
William A. Kemmel 01/05/88 10,000 9,000
___________________________________________________________________
Sheila H. Coop 07/14/94 21,500 16,265
___________________________________________________________________
01/05/88 2,000 1,800
_________________________________________________
Charles A. Smith 07/14/94 33,500 26,810
___________________________________________________________________
</TABLE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realized
Value at Assumed
Annual Rates of Stock Grant
Price Appreciation for Date
Individual Grants Option Term Value
__________________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h)
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Base Grant Date
Granted in Fiscal Price Expiration Present
(#)(1) Year ($/Sh) Date 5%($) 10%($) Value $(2)
__________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Gene R. McGrevin 69,000(1) 7.1595 8.50 07/14/04 368,847 934,730 0.00
__________________________________________________________________________________
Monty Fu 11,400(1) 1.1828 8.50 07/14/04 60,940 154,434 0.00
__________________________________________________________________________________
85,500(1) 8.8715 8.50 07/14/04 457,049 1,158,252 0.00
_________________________________________________________________
Robert G. Funari 50,000 5.1880 8.50 07/14/99 117,420 259,467 0.00
__________________________________________________________________________________
Jack L. Coffey 35,700(1) 3.7042 8.50 07/14/04 190,838 483,621 0.00
__________________________________________________________________________________
Michael E. Mikity 10,000 1.0376 8.50 07/14/99 23,484 51,893 0.00
__________________________________________________________________________________
<PAGE>
__________________
<FN>
(1) Exchanged under the repricing offered by the Company on July
14, 1994. See "Repricing of Stock Options."
(2) This column represents potential realizable value at 0% annual
rate of Common Stock price appreciation at the grant date.
</TABLE>
EMPLOYMENT AGREEMENTS. Mr. McGrevin has an employment agreement
with Syncor, effective February 1, 1989. As amended, the agreement
has a term of three years and eight months ending December 31, 1997,
and provides for a negotiation period from January 1, 1997, to June
30, 1997, for extension of the term. The agreement provides for
various benefits including a current annual salary of $310,000 which
is subject to periodic review and increase, but not decrease. The
agreement provides for various payments to Mr. McGrevin or his
beneficiaries in the event of his death, disability or termination
and in the event of change of control of Syncor. In the event of
his death or termination due to disability, Mr. McGrevin or his
beneficiaries would be entitled to a payment equal to the prorated
portion of Mr. McGrevin's then current salary and bonus. In the
event of a termination without cause, Mr. McGrevin would receive his
salary, at the time of such termination, for the remaining term of
the agreement and a full or partial bonus payment for the year of
termination. He would also be entitled to continuation of certain
other benefits for the same period, and full and immediate vesting
of all stock options and other employee benefits. If such
termination occurred following a change of control as defined below,
the salary payments as described above would be made in a lump-sum
payment upon the effective date of termination. If such termination
occurs during the last two years of the term, such lump-sum payment
shall be in the amount of two years compensation. In the event of
change of control, a material reduction of Mr. McGrevin's duties and
responsibilities, a relocation of his office or a change in the
support personnel will be considered termination without cause. A
change of control occurs under the agreement when either (i) 20
percent or more of Syncor's outstanding voting stock is acquired by
a person, or group of related persons not affiliated with Syncor, or
(ii) Syncor sells more than 50 percent of Syncor's assets not in the
ordinary course of business.
Mr. Funari has an employment agreement with Syncor, effective August
9, 1993. The agreement has a term of approximately two years ending
August 31, 1995, and provides for a negotiation period from May 31,
1995, to August 31, 1995, for extension of the term. The agreement
provides for various benefits including: (i) a current annual salary
of $210,000 which is subject to periodic review and increase; (ii)
$25,000 sign-on bonus; (iii) $40,000 guaranteed bonus for the 1994
fiscal year; (iv) grant of 100,000 stock option rights pursuant to
1990 MSIP; and (v) an unsecured loan in the amount of $200,000
payable on or before May 31, 1994. The agreement also provides for
various payments to Mr. Funari or his beneficiaries in the event of
his death, disability or termination. In the event of his death or
termination due to disability, Mr. Funari or his beneficiaries would
be entitled to a payment equal to the prorated portion of Mr.
Funari's then current salary and bonus. In the event of a
termination without cause, Mr. Funari would receive his salary, at
the time of such termination, for the remaining term of the
agreement and a full or partial bonus payment for the year of
termination. He would also be entitled to continuation of certain
other benefits for the same period, and full and immediate vesting
of all stock options and other employee benefits. If such
termination occurs during the last year of the term, a lump-sum
payment shall be made in the amount of one year's compensation from
the termination date at the salary rate in effect on such date. If
the agreement is not extended and Mr. Funari leaves Syncor or
continues to be employed by Syncor and subsequently he is terminated
and such termination is not for cause, due to death or mutual
agreement, then Syncor shall pay Mr. Funari all salary payments for
one year from the expiration date or the termination date at the
salary rate in effect on such date.
Each non-employee Director and Executive Officer has an Indemnitee
Agreement which under certain conditions, provides for
indemnification of the Directors or Executive Officer for the
duties performed for Syncor or its subsidiaries and affiliates.
In addition, each non-employee Director and Executive Officer has a
Benefits Agreement which, under certain limited conditions in the
event of a change in control, each receives compensation for one
year and all stock options fully vest immediately.
DEFINED BENEFIT. At the July 10, 1993 Board of Directors Meeting,
the Board approved a deferred compensation plan for Mr. McGrevin, by
establishing a non-funded termination or retirement benefit
effective June 10, 1993. The term of the plan is for ten years.
For each year of participation under the plan, Mr. McGrevin will be
credited with a benefit equal to $15,000. The benefit payment will
be made in a lump sum upon termination or retirement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
present members of the Compensation Committee are Joseph Kleiman,
Chairman, Dr. Steven B. Gerber and Dr. Gail R. Wilensky, all of whom
are non-employee Directors. The Compensation Committee, from time
to time, for the purpose of gathering information or recommendations
includes Executive Officers, including the Chief Executive Officer,
in its deliberations. During the year ended December 31, 1994, none
of the Compensation Committee members had a relationship requiring
disclosure under any paragraph of Item 404 of Regulation S-K.
FINANCIAL STATEMENTS AND INFORMATION
Syncor's consolidated financial statements for the year ended
December 31, 1994 and management's discussion and analysis of
financial condition and results of operations appear in Syncor's
Annual Report to Stockholders which accompanies this proxy
statement.
RELATIONSHIP WITH INDEPENDENT AUDITORS
KPMG Peat Marwick LLP was appointed by the Board of Directors as
Syncor's independent auditor for the year ending December 31, 1995.
KPMG Peat Marwick LLP was Syncor's independent auditor for the year
ended December 31, 1994.
A representative from KPMG Peat Marwick will be present at the
Annual Meeting, will have the opportunity to make statements, and
will be available to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("ACT"),
requires Syncor's Directors and Executive Officers to file reports
of ownership and changes in ownership with the SEC. Additionally,
Item 405 of Regulation S-K under the Act requires Syncor to identify
in its proxy statement those individuals for whom one of the above-
referenced reports was not filed on a timely basis during the most
recent fiscal year or prior fiscal years. The Form 5 of Mr. Monty
Fu was filed a few days late due to the error of Syncor's Legal
Department which filed the same on his behalf.
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE
PERFORMANCE GRAPH INCLUDED IN THIS PROXY STATEMENT SHALL NOT BE
DEEMED TO BE INCORPORATED BY ANY GENERAL STATEMENT INCORPORATING BY
REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE
EXTENT SYNCOR SPECIFICALLY INCORPORATES THIS REPORT OR THE
PERFORMANCE GRAPH BY REFERENCE THEREIN, AND SHALL NOT BE DEEMED
SOLICITING MATERIAL OR OTHERWISE DEEMED FILED UNDER EITHER OF SUCH
ACTS.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee administers the 1990 Master Stock
Incentive Plan ("1990 MSIP"), which includes all stock options
granted to Executive Officers. In addition, the Committee reviews
management's suggestions and recommends to the Board of Directors
the base salary compensation and the annual incentive compensation
of the Executive Officers and evaluates the Executive Officers'
performance.
In determining the compensation recommendations for all Executive
Officers which the Compensation Committee makes to the Board of
Directors, it is the policy and practice of the Committee to
consider the contributions of individual Executive Officers, the
performance and prospects of Syncor over time, and the desirability
of attracting and retaining a highly capable and experienced
Executive Officer group. The newly enacted Internal Revenue
Services' regulations, limiting the corporate deductions to
$1,000,000 per Executive Officer, will be taken into consideration
in determining total compensation of the Executive Officers.
In recent years, it has been Syncor's policy to pay base salary
compensation which is relatively low based on industry comparisons,
but also to make it possible to pay Executive Officers more
competitive compensation based on both Syncor's and the individual's
performance, principally through the award of annual incentive
compensation in the form of a bonus. The annual incentive
compensation is based upon performance levels which include
achievement of budgeted net profit before tax and individual
objective factors established each year on recommendations of the
Chief Executive Officer and approved by the Compensation Committee
and the Board of Directors. Such incentive compensation can account
for approximately 50 percent of total compensation. Annual
incentive compensation for Syncor's Executive Officers can increase
or decrease significantly if individual contribution or Syncor's
performance exceeds, or fails to achieve, targeted performance
levels. The annual incentive compensation is summarized for the
seven-month transitional period ended December 31, 1993, and the
fiscal years 1992 and 1993 in the "SUMMARY COMPENSATION TABLE" and
footnotes (2), (3), (4) and (5) thereof. Due to the challenges of
the marketplace presented to the Company in 1994, Syncor did not
achieve sufficient earnings for the payment of bonuses to the
Executive Officers for the year ended December 31, 1994.
Accordingly, in keeping with its compensation philosophy, the Board
of Directors did not pay any bonuses to any Executive Officer.
Mr. McGrevin's compensation and related benefits are based
principally on his rights under his employment agreement with
Syncor. For the year ended December 31, 1994, Mr. McGrevin did not
receive any bonus for above stated reasons.
In addition, to supplement compensation based on Company's
performance and the resulting acceptance of Company common stock in
the public market, the Company grants stock options to Executive
Officers and others. At the July 14, 1994, Board of
Directors'regular meeting, the effectiveness of granted but
"underwater" options (i.e., options with an exercise price above the
current market trading price) was discussed at length. From its
inception, 1990 MSIP has provided significant incentives for
Executive Officers and key employees of the Company. With the sharp
drop of the price of the Company's common stock in recent years, the
motivational purpose of the granted options was lost. In light of
the fact that the Company does not have a long term incentive plan,
the Compensation Committee recommended to the Board of Directors
and the Board of Directors approved and offered to the current
employees holding stock options under the Company's 1990 MSIP, the
opportunity to exchange all of their unexercised options with
exercise prices of $9.125 and higher for a reduced number of new
options with an exercise price of $8.50 which was equal to the then-
current fair market value. The exchange formula reduced the number
of options but re-established motivation at market prices more in
keeping with current market conditions. The vesting status of the
new option shares was based on the percentage of option shares
vested immediately preceding the exchange with all replacement
options having a 10-year expiration date.
Dated: May 1, 1995 Compensation Committee of
the Board of Directors,
Syncor International Corporation
Joseph Kleiman, Chairman
Dr. Gail R. Wilensky
Dr. Steven B. Gerber
<PAGE>
SYNCOR STOCK PRICE PERFORMANCE
The following chart compares the value of $100 invested in Syncor
Common Stock from May 31, 1988, through December 31, 1994, with the
similar investment in the Nasdaq Composite (U.S. companies) and with
the S&P Health Care Composite. The Nasdaq Composite (U.S.
companies) is an index comprised of all domestic common shares
traded on the Nasdaq National Market and the Nasdaq Small-Cap
Market. The S&P Health Care Composite is a composite index which is
weighted between the following S&P indices: Health Care Diversified
(44.1%); Health Care Drugs (39.3%); Health Care Miscellaneous
(3.6%); Hospital Management (2.0%) and Medical Products and Supplies
(11%). The table below shows the value of each such investment on
May 31, of each year and December 31, 1993 and 1994, assuming
reinvestment of dividend.
<TABLE>
<CAPTION>
May-88 May-89 May-90 May-91 May-92 May-93 Dec-93 Dec-94
_______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Syncor International $100 $89 $126 $226 $278 $300 $331 $104
NASDAQ Composite $100 $124 $130 $147 $173 $208 $230 $225
S&P Health Care
Composite Index $100 $129 $168 $226 $246 $214 $217 $245
</TABLE>
<PAGE>
AMENDMENTS TO THE BY-LAWS
The Company's Board of Directors unanimously recommends that the
stockholders consider and approve the following proposal to amend
the Company's By-Laws. The full text of each amendment is set forth
below; deletions to the existing By-Laws are indicated by way of
strikeout and additions are bolded and underlined. Each section
that is proposed to be amended is followed by a description of the
purpose and effects of the proposed changes under the caption
"DESCRIPTION OF THE PROPOSED AMENDMENT."
In December 1993 the Company changed its fiscal year from May 31 to
December 31. This change in fiscal year was the result of the
strategic alliance the Company entered into with the
Radiopharmaceutical Division of the DuPont Merck Pharmaceutical
Company. The change in the fiscal year required some changes to
the By-Laws. The other reasons for the proposed amendments are
stated in the "DESCRIPTION OF THE PROPOSED AMENDMENT."
The principal changes to the by-Laws are submitted to the
stockholders of the Company for their approval as four separate
proposals, each of which is listed below in its entirety. In
addition, attached hereto as Exhibit A is the complete text of the
Company's Restated By-Laws, including the Indemnitee Agreement,
which By-Laws contain all of the proposed changes.
AMENDMENTS TO THE BY-LAWS
ANNUAL MEETING AND RELATED MATTERS
(PROPOSAL 1)
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2. ANNUAL MEETING. The annual meeting of stockholders,
_________ ______________
commencing with the year [1986] <1996>, shall be held at 2:00 p.m.
on the [third Tuesday of October] <second Wednesday of June>, if
not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, at 2:00 p.m., or at such other
date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of meeting or in a duly
executed waiver thereof. At such annual meeting, the stockholders
shall elect[, by a plurality vote,] a Board of Directors and
transact such other business as may properly be brought before the
meeting.
At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be
(a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction
of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be
[delivered to or mailed and] received at the principal executive
offices of the [Corporation, not less than 90 days prior to the
meeting.] <corporation: (1) not less than 60 days in advance of
such meeting if such meeting is to be held on a day which is within
30 days preceding the anniversary of the previous year's annual
meeting or 90 days in advance of such meeting if such meeting is to
be held on or after the anniversary of the previous year's annual
meeting; and (2) with respect to any other annual meeting of
stockholders, on or before the close of business on the 15th day
following the date (or the first date, if there be more than one) of
public disclosure of the date of such meeting. For the purposes of
this Section 2, the date of public disclosure of a meeting shall
include, but not be limited to, the date on which disclosure of the
date of the meeting is made in a press release reported by the Dow
Jones News Services, Associated Press or comparable national news
service, or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) (or the rules and regulations thereunder) of the Securities
Exchange Act of 1934, as amended.> A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes
to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (b) the
name<, age> and <business and residential> address, as they appear
on the Corporation's records, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business.
Notwithstanding anything in the by-laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Section 2. The chairman of the
annual meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this Section 2 and
if [he] <the chairman> should so determine, [he] <the chairman>
shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would change
the date of the annual meeting and delete the reference to the
voting requirement for the election of directors which is addressed
in Section 9. Moreover, this proposed amendment would eliminate any
possibility that a stockholder did not receive adequate notice of an
annual meeting of stockholders (and, therefore, has the ability to
bring business before the meeting) by fixing the deadline for
receipt of notice to the anniversary of the preceding year's annual
meeting (as opposed to the date of the upcoming meeting, which may
not always have been determined at a particular point in time).
Further, the amendment would make the provision gender neutral and
create certainty as to when notice is deemed to have been given by
the Corporation.
SECTION 3. SPECIAL MEETINGS. Except as otherwise required by law
_________ ________________
and subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or
upon liquidation, special meetings of the stockholders may be called
only by the Chairman of the Board, by the President or by the
<Secretary upon the request of the> Board of Directors pursuant to
a resolution approved by a majority of the entire Board of
Directors. <Business transacted at all special meetings of the
stockholders shall be confined to the purpose or purposes stated in
the notice of the special meeting.
<PAGE>
DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would place
_____________________________________
the burden of calling a meeting upon the Secretary where it is
called by the Board of Directors and would reflect the deletion in
Section 4 of the scope of business permitted to be transacted at a
special meeting, which is more appropriately addressed in Section 3.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly
_________ __________________
required by statute, written notice of each annual and special
meeting of stockholders stating the date, place and hour of the
meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote thereat not less than ten nor
more than sixty days before the date of the meeting. [Business
transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice.] Notice shall be given
personally or by mail and, if by mail, shall be sent in a postage
prepaid envelope, addressed to the stockholder at such stockholder's
address as it appears on the records of the Corporation. Notice by
mail shall be deemed given at the time when the same shall be
deposited in the United States mail, postage prepaid. Notice of any
meeting shall not be required to be given to any person who attends
such meeting, except when such person attends the meeting in person
or by proxy for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, or who, either before or
after the meeting, shall submit a signed written waiver of notice,
in person or by proxy. Neither the business to be transacted at,
nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice.
DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment merely would
_____________________________________
delete the language pertaining to the scope of business permitted to
be transacted at a special meeting, which we propose be inserted in
Section 3.
[SECTION 11. STOCKHOLDER ACTION. Any action required or permitted to
be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders.]
DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would delete
_____________________________________
the provision since it is a legal nullity under Section 228 of the
General Corporation Law and is superseded by Article Eighth of the
Certificate of Incorporation.
<PAGE>
AMENDMENTS TO THE BY-LAWS
BOARD OF DIRECTORS AND RELATED MATTERS
(PROPOSAL 2)
ARTICLE III
BOARD OF DIRECTORS
<SECTION 3. NOMINATIONS.> Subject to the rights of any class or
___________ _____________
series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect Directors under specified
circumstances, nominations for the election of Directors may be made
by the Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of
Directors generally. However, any stockholder entitled to vote in
the election of Directors generally may nominate one or more persons
for election as Director at a meeting only if <timely> written
notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation
[not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 90]<. To be timely, a stockholder's
notice must be received at the principal executive offices of the
corporation: (1) not less than 60> days in advance of such
meeting[, and (ii) with respect to an election to be held at a
special] <if such meeting is to be held on a day which is within 30
days preceding the anniversary of the previous year's annual meeting
or 90 days in advance of such meeting if such meeting is to be held
on or after the anniversary of the previous year's annual meeting;
and (2) with respect to any other annual> meeting of stockholders
[for the election of Directors], <on or before> the close of
business on the [tenth] <15th> day following the date [on which
notice of such meeting is first given to stockholders]<(or the first
date, if there be more than one) of public disclosure of the date of
such meeting. For the purposes of this Section 3, the date of
public disclosure of a meeting shall include, but not be limited to,
the date on which disclosure of the date of the meeting is made in
a press release reported by the Dow Jones News Services, Associated
Press or comparable national news service, or in a document publicly
filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) (or the rules and regulations
thereunder) of the Securities Exchange Act of 1934, as amended>.
Each such notice shall set forth: (a) the name <age> and <business
and residential> address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; (c) a description of all
arrangements or understandings between stockholder and each nominee
and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated,
or intended to be nominated, by the Board of Directors; and (e) the
<written> consent of each nominee to serve as a Director of the
Corporation if so elected. The chairman of the meeting [may]
<shall> refuse to acknowledge the nomination of any person not made
in compliance with the foregoing [Procedure.] <procedure>.
<PAGE>
DESCRIPTION OF THE PROPOSED AMENDMENT: Similar to Section 2,
Article II, the amendment would tie the deadline for receipt of a
nomination to the anniversary of the previous annual meeting and
create certainty as to when notice is deemed to have been given by
the company. Also, the amendment would eliminate the opportunity
for a claim of manipulative behavior by mandating that nominations
not in compliance therewith not be considered.
SECTION 13. REMOVAL OF DIRECTORS. [Any] <Subject to the rights of
__________ ____________________
any class or series of stock having preference over the Common Stock
as to dividends or upon liquidation to elect directors under
specified circumstances, any> Director may be removed from office,
with cause, by the affirmative vote of the holders of record of a
majority of the combined voting power of the outstanding shares of
Stock entitled to vote generally in the election of Directors,
voting together as a single class and without cause, only by the
affirmative vote of the holders of 75% of the combined voting power
of the then outstanding shares of stock entitled to vote generally
in the election of Directors, voting together as a single class.
<PAGE>
DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment explicitly
_____________________________________
would recognize the rights of preferred stockholder, if any.
AMENDMENTS TO THE BY-LAWS
INDEMNIFICATION OF DIRECTORS AND OFFICERS RELATED MATTERS
(PROPOSAL 3)
At the October 10, 1986, Stockholder meeting, Stockholders approved
proposed amendments to Article IV of the By-Laws and provided
indemnification of the Executive Officers and Directors according to
a form of indemnitee agreement (the "Current Agreement"), made part
of the By Laws. The Board of Directors believes that the Current
Agreement requires certain modifications and that proposed
amendments to said agreement are a good measure and will serve the
best interests of the Company and its stockholders by strengthening
the Company's ability to attract and retain over time the services
of knowledgeable and experienced persons to serve as Directors and
Officers who, through their efforts and expertise, can make
significant contributions to the success of the Company. Attached
hereto as Appendix A is the complete text of the proposed form of
the modified indemnification agreement (the "Proposed Agreement").
The Proposed Agreement is a substantively and procedurally more
comprehensive form of indemnification agreement and will provide
substantially greater benefits to the Company and indemnities than
the Current Agreement. The Board of Directors recommends that the
stockholders approve the new form of the Indemnity Agreement. The
affirmative vote of the holders of a majority of the voting shares
present at the meeting is required to approve the Indemnity
Agreement. The following is the outline of the major differences of
the Proposed Agreement compare to the Current Agreement.
DESCRIPTION OF THE PROPOSED AMENDMENT: The Proposed Agreement
_____________________________________
expressly: (i) sets forth the obligations of the indemnitee,
therefore supports the finding of consideration flowing to the
Company for the agreement to indemnify; (ii) grants indemnification
for specific contexts, such as indemnification for expenses as a
witness; (iii) imposes a ten-day deadline for advancement of
expenses as well as the terms (i.e., unsecured and interest free) of
an undertaking; (iv) provides certainty to the Company and the
indemnitee as to the procedures for obtaining indemnification from
the Company and for obtaining judicial relief by describing the
terms thereof in detail; (v) provides for certain presumptions
favoring the indemnitee with respect to his rights thereunder; (vi)
recognizes the nonexclusive and cumulative nature of the Proposed
Agreement; (vii) recognizes the Company's right to subrogation and
set-off, thereby limiting the rights of the Indemnitee under the
Proposed Agreement to indemnitee's actual damages suffered.; (viii)
sets the time period during which the indemnitee is covered; and
(ix) limits the obligations of the Company with respect to actions
brought by the indemnitee, thereby protecting the Company against
having to pay for lawsuits brought by the indemnitee not intended to
be covered thereunder (e.g., claim against the Company for wrongful
discharge).
AMENDMENTS TO THE BY-LAWS
AMENDMENTS
(PROPOSAL 4)
ARTICLE VIII
AMENDMENTS
Except as otherwise provided by these by-laws, the Certificate of
Incorporation, or by operation of law, the by-laws of the
Corporation may be made, altered or repealed by vote of [the
stockholders] <holders of shares of stock representing a majority of
the voting power of the issued and outstanding stock and entitled to
vote thereon present in person or represented by a proxy> at any
annual or special meeting of stockholders <at which a quorum is
present> called for that purpose or by the affirmative vote of a
majority of the Directors then in office given at any regular or
special meeting of the Board of Directors.
DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would clarify
_____________________________________
the vote required by stockholders for amendments hereto.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report to Stockholders concerning the operations of
Syncor for the year ended December 31, 1994 including consolidated
financial statements for that period, has been enclosed with this
proxy statement.
STOCKHOLDER PROPOSALS
Stockholder proposals for consideration at the Annual Meeting
expected to be held in June 1996, must be received by Syncor no
later than December 31, 1995, for them to be included in the proxy
materials for the 1996 Annual Meeting. To be included, proposals
must be proper under law and must comply with the Rules and
Regulations of the Securities and Exchange Commission and the
By-Laws of Syncor. All such proposals should be addressed to the
Secretary of the Company.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are
to be presented at the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, the persons
named in the proxy will vote on such matters in accordance with
their judgment.
The above notice and proxy statement are sent by order of the Board
of Directors.
May 1, 1995 HAIG S. BAGERDJIAN
Chatsworth, California Secretary
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST, SYNCOR WILL PROVIDE, WITHOUT CHARGE, A COPY OF
ITS ANNUAL REPORT ON FORM 10-K, EXCEPT FOR EXHIBITS THERETO, FOR THE
PERIOD ENDED DECEMBER 31, 1994 FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, TO ANY STOCKHOLDER AT THE CLOSE
OF BUSINESS ON APRIL 21, 1995. ANY EXHIBITS WILL BE PROVIDED ON
REQUEST UPON PAYMENT OF THE REASONABLE EXPENSES OF FURNISHING THE
EXHIBIT. REQUESTS SHOULD BE ADDRESSED TO SYNCOR, TO THE ATTENTION
OF INVESTOR RELATIONS, 20001 PRAIRIE STREET, CHATSWORTH, CALIFORNIA
91311, OR TELEPHONE (818) 886-7400. <PAGE>
PROXY CARD
__________
SYNCOR INTERNATIONAL CORPORATION
20001 Prairie Street
Chatsworth, California 91311
THIS PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS ON JUNE 20, 1995. The undersigned hereby appoints
Monty Fu and Gene R. McGrevin, and
each of them, Proxies for the
The Meeting will be held at the undersigned to vote all the stock of
Warner Center Marriott Hotel, Syncor International Corporation
21850 Oxnard Street, owned by the undersigned at the
Woodland Hills, California 91367 Annual Meeting of its Stockholders
and will begin at to be held on June 20, 1995, and at
1:00 p.m., local time. any adjournment(s) thereof, for the
election of three of the nine
Directors, and any other matters
which may properly come before the
meeting, as indicated on this card
and as set forth in the Proxy
Statement, subject to any
directions indicated on this card.
IF NO DIRECTIONS ARE GIVEN, THE
________________________________
PROXIES INTEND TO VOTE THE SHARE
_________________________________
REPRESENTED BY THIS PROXY AS
______________________________
RECOMMENDED BY THE DIRECTORS ON
________________________________
THE MATTERS DESCRIBED ON THE
_____________________________
REVERSE SIDE.
______________
THIS PROXY REVOKES ALL PROXIES
_______________________________
PREVIOUSLY GRANTED BY THE
___________________________
UNDERSIGNED FOR ANY PURPOSE.
_____________________________
If you do not sign and return a
Proxy, or attend the Meeting, your
shares cannot be voted.
(Please date and sign on reverse
side.)
[FRONT]
<PAGE>
SYNCOR International Corporation's
Directors recommend a vote "FOR" the
nominees, the proposals, and SHARES
WILL BE SO VOTED UNLESS OTHERWISE
INDICATED.
1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY
____ ____
listed below to vote for all
(except as marked nominees listed
to the contrary below
below)
Gene R. McGrevin, Gorge S. Oki and Robert G. Funari for the three-year
term expiring in 1998.
(INSTRUCTION: To withhold authority to vote for any individual nominee
listed above, write that nominee's name in the space provided below.)
______________________________________________________________________
2. APPROVAL OF AMENDMENT OF
BY-LAWS TO CHANGE THE
ANNUAL MEETING DATE
AND RELATED MATTERS / / FOR / / AGAINST / / ABSTAIN
_____ _____ ____
3. APPROVAL OF AMENDMENT OF
BY-LAWS AFFECTING THE
NOMINATIONS OF DIRECTORS
AND RELATED MATTERS / / FOR / / AGAINST / / ABSTAIN
_____ _____ ____
4. APPROVAL OF AMENDMENT OF BY-LAWS
AFFECTING THE INDEMNIFICATION
OF DIRECTORS AND OFFICERS
AND RELATED MATTERS / / FOR / / AGAINST / / ABSTAIN
_____ _____ ____
5. APPROVAL OF AMENDMENT OF BY-LAWS
CLARIFYING THE VOTE REQUIRED TO
AMEND THE BY-LAWS / / FOR / / AGAINST / / ABSTAIN
_____ _____ ____
6. If any other matters are properly brought before the Meeting, or any
adjournment(s) thereof, the persons named on the reverse side as Proxies
or their substitutes are authorized to vote in accordance with their
best judgment.
SIGN HERE AS NAME(S) APPEAR IN PRINT
X_______________________________ DATE:_________________________, 1995
X_______________________________ DATE:_________________________, 1995
Please sign and date this Proxy and return it promptly. If signing for a
corporation or partnership or as agent, attorney or fiduciary, indicate the
capacity in which you are signing. Joint owners should both sign.
[BACK]
<PAGE>
EXHIBIT A
RESTATED BY-LAWS OF
SYNCOR INTERNATIONAL CORPORATION
(A DELAWARE CORPORATION)
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
_________ _________________
within the State of Delaware shall be in the City of Wilmington, County of New
Castle.
<PAGE>
SECTION 2. OTHER OFFICES. The Corporation may also have an office or offices
_________ _____________
other than said registered office at such place or places, either within or
without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
_________ _________________
election of directors or for any other purpose shall be held at any such
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of
meeting or in a duly executed waiver thereof.
SECTION 2. ANNUAL MEETING. The annual meeting of stockholders, commencing
_________ ______________
with the year 1996, shall be held at 2:00 p.m. on the second Wednesday of
June, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, at 2:00 p.m., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting or in a duly executed waiver thereof. At such
annual meeting, the stockholders shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting
by or at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be received at the principal
executive offices of the corporation: (1) not less than 60 days in advance of
such meeting if such meeting is to be held on a day which is within 30 days
preceding the anniversary of the previous year's annual meeting or 90 days in
advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (2) with respect to any
other annual meeting of stockholders, on or before the close of business on
the 15th day following the date (or the first date, if there be more than one)
of public disclosure of the date of such meeting. For the purposes of this
Section 2, the date of public disclosure of a meeting shall include, but not
be limited to, the date on which disclosure of the date of the meeting is made
in a press release reported by the Dow Jones News Services, Associated Press
or comparable national news service, or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) (or the rules and regulations thereunder) of the Securities
Exchange Act of 1934, as amended. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name, age and business and residential address, as
they appear on the Corporation's records, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the by-laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2. The chairman of
the annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2 and if the chairman should so
determine, the chairman shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
SECTION 3. SPECIAL MEETINGS. Except as otherwise required by law and subject
_________ ________________
to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, special
meetings of the stockholders may be called only by the Chairman of the Board,
by the President or by the Secretary upon the request of the Board of
Directors pursuant to a resolution approved by a majority of the entire Board
of Directors. Business transacted at all special meetings of the stockholders
shall be confined to the purpose or purposes stated in the notice of the
special meeting.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly required by
_________ __________________
statute, written notice of each annual and special meeting of stockholders
stating the date, place and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given to each stockholder of record entitled to vote thereat not less than ten
nor more than sixty days before the date of the meeting. Notice shall be
given personally or by mail and, if by mail, shall be sent in a postage
prepaid envelope, addressed to the stockholder at such stockholder's address
as it appears on the records of the Corporation. Notice by mail shall be
deemed given at the time when the same shall be deposited in the United States
mail, postage prepaid. Notice of any meeting shall not be required to be
given to any person who attends such meeting, except when such person attends
the meeting in person or by proxy for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, or who, either before or after the
meeting, shall submit a signed written waiver of notice, in person or by
proxy. Neither the business to be transacted at, nor the purpose of, an
annual or special meeting of stockholders need be specified in any written
waiver of notice.
SECTION 5. LIST OF STOCKHOLDERS. The officer who has charge of the stock
_________ ____________________
ledger of the Corporation shall prepare and make, at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of
and the number of shares registered in the name of each stockholder. Such
stock list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city,
town or village where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place
where the meeting is to be held. The stock list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock list shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the Corporation, or to vote in person
or by proxy in any meeting of stockholders.
SECTION 6. QUORUM, ADJOURNMENTS. The holders of shares of stock of the
________ ____________________
Corporation representing a majority of the voting power of the issued and
outstanding stock of the Corporation entitled to vote, present in person or
represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of stockholders, except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum
shall not be present or represented by proxy at any meeting of stockholders,
the holders of shares of stock of the Corporation representing a majority of
the voting power of the issued and outstanding stock, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time to another time and place, without notice other than announcement at the
meeting of such time and place, until a quorum shall be present or represented
by proxy. At such adjourned meeting at which a quorum shall be present or
represented by proxy, any business may be transacted which might have been
transacted at the meeting as originally called. If the adjournment is for
more than thirty days, or, if after adjournment a new record date is set, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. Once a quorum has been established, the
stockholders present at a duly organized meeting can conduct the business
properly brought before the meeting until adjournment, notwithstanding the
withdrawal of stockholders from the meeting.
SECTION 7. ORGANIZATION. At each meeting of stockholders, the Chairman of
_________ ____________
the Board, if one shall have been elected, or, in the Chairman's absence or if
one shall not have been elected, the President, shall act as chairman of the
meeting. The Secretary or, in the Secretary's absence or inability to act,
the person whom the chairman of the meeting shall appoint secretary of the
meeting shall act as secretary of the meeting to keep the minutes thereof.
SECTION 8. ORDER OF BUSINESS. The date and time of the opening and the
_________ _________________
closing of the polls for each matter upon which the stockholders will vote at
a meeting shall be announced at such meeting by the person presiding over the
meeting. No ballot, proxies or votes, nor any revocations thereof or changes
thereto, shall be received after the time set for the closing of the polls.
The Board of Directors may adopt by resolution such rules or regulations for
the conduct of meetings of stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the chair of any meeting of stockholders shall have the
absolute right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chair, are
appropriate for the proper conduct of the meeting, and there shall be no
appeal from the ruling of the chair. Such rules, regulations or procedures,
whether adopted by the Board of Directors or prescribed by the chair of the
meeting, may include, without limitation, the following: (1) the
establishment of an agenda or order of business for the meeting; (2) rules and
procedures for maintaining order at the meeting and the safety of those
present; (3) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chair shall permit; (4)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (5) limitations on the time allotted to questions or comments by
participants. Unless, and to the extent determined by the Board of Directors
or the chair of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure. A resolution or
motion on business properly brought before a meeting shall be considered for
vote only if proposed by a stockholder or a duly authorized proxy, and
seconded by an individual, who is a stockholder or a duly authorized proxy,
other than the individual who proposed the resolution.
SECTION 9. VOTING, PROXIES. Except as otherwise provided by statute or the
_________ _______________
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in such stockholder's name on the record of
stockholders of the Corporation.
Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for such stockholder by a proxy signed by
such stockholder or such stockholder's attorney-in-fact, but no proxy shall be
voted after three years from its date, unless the proxy provides for a longer
period. Any such proxy shall be delivered at or prior to the time designated
in the order of business for so delivering such proxies. When a quorum is
present at any meeting, the affirmative vote of the holders of a majority of
the voting power of the shares present in person or represented by a proxy at
the meeting entitled to vote on the subject matter shall be the act of the
stockholders on any question brought before such meeting, except (a) for the
election of directors, which shall be decided by a plurality of the voting
power of the shares of the stock of the Corporation entitled to vote in the
election of such directors, present in person or represented by proxy, and (b)
where the question is one upon which by express provision of statute or of the
Certificate of Incorporation or of these By-Laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Unless required by statute, or determined by the
chairman of the meeting to be advisable, the vote on any question need not be
by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by such stockholder's proxy, if there be such proxy,
and shall state the number of votes voted.
A proxy must be in writing and dated and executed by the stockholder or the
stockholder's duly authorized officer, director, employee, attorney or agent.
To the extent permitted by law, a proxy may be transmitted in a telegram,
cablegram or other means of electronic transmission provided that the
telegram, cablegram or electronic transmission either sets forth or is
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
A copy, facsimile transmission or other reliable reproduction of a written or
electronically-transmitted proxy may be substituted for or used in lieu of the
original writing or electronic transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile transmission or other reproduction shall be a complete reproduction
of the entire original writing or transmission.
SECTION 10. INSPECTORS. The Board of Directors shall, in advance of any
__________ __________
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof and make a written report thereof. If any of the
inspectors so appointed shall fail to appear or act, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of such person's duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of such person's
ability. The inspectors shall determine the number of shares of capital stock
of the Corporation outstanding and the voting power of each such share, the
number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies and ballots, receive votes and ballots, hear
and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes and ballots and determine the
results. The inspectors shall make and retain for a reasonable period a
written report of any challenge, request or matter determined by them and
shall execute a certificate of any fact found by them. In determining the
validity and counting of proxies and ballots cast at any meeting of
stockholders, the inspectors may consider such information as is permitted by
applicable law. No director or candidate for the office of director shall act
as an inspector of an election of directors. Inspectors need not be
stockholders.
SECTION 11. CONFIDENTIAL VOTING. All proxies, ballots and vote tabulations
__________ ___________________
that identify the particular vote of a stockholder shall be kept confidential,
except that disclosure may be made (1) to allow the inspectors to certify the
results of the vote; (2) as necessary to meet applicable legal requirements,
including the pursuit or defense of judicial actions; or (3) when expressly
requested by such stockholder.
Proxy cards shall be returned in envelopes addressed to the inspectors (in
care of the transfer agent), which shall receive, inspect and tabulate the
proxies. Comments written on proxies, consents or ballots shall be
transcribed and provided to the Secretary with the name and address of the
stockholder. The vote of the stockholder shall not be disclosed at the time
any such comment is provided to the Secretary except where such vote is
included in the comment or disclosure is necessary, in the opinion of the
inspector, for an understanding of the comment.
Nothing in this by-law shall prohibit the inspector from making available to
the Corporation, during the period prior to any annual or special meeting,
information as to which stockholders have not voted and periodic status
reports on the aggregate vote.
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall
_________ ______________
be managed by or under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.
SECTION 2. NUMBER AND TERMS. Except as otherwise fixed pursuant to the
_________ ________________
provisions of the Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional Directors under
specified circumstances, the number of the Directors of the Corporation shall
be fixed from time to time by majority vote of the entire Board of Directors.
The Directors, other than those who may be elected by the holders of any class
or series of stock having preference over the Common Stock as to dividends or
upon liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible. As determined by the Board of Directors, one class to be originally
elected for a term expiring at the annual meeting of stockholders to be held
in 1987, another class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1988, and another class to be
originally elected for a term expiring at the annual meeting of stockholders
to be held in 1989, with the members of each class to hold office until their
successors are elected and qualified. At each annual meeting of the
stockholders of the Corporation, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year
following the year of their election.
SECTION 3. NOMINATIONS. Subject to the rights of any class or series of
_________ ___________
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect Directors under specified circumstances, nominations for
the election of Directors may be made by the Board of Directors or a committee
appointed by the Board of Directors or by any stockholder entitled to vote in
the election of Directors generally. However, any stockholder entitled to
vote in the election of Directors generally may nominate one or more persons
for election as Director at a meeting only if timely written notice of such
stockholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
received at the principal executive offices of the corporation: (1) not less
than 60 days in advance of such meeting if such meeting is to be held on a day
which is within 30 days preceding the anniversary of the previous year's
annual meeting or 90 days in advance of such meeting if such meeting is to be
held on or after the anniversary of the previous year's annual meeting; and
(2) with respect to any other annual meeting of stockholders, on or before the
close of business on the 15th day following the date (or the first date, if
there be more than one) of public disclosure of the date of such meeting. For
the purposes of this Section 3, the date of public disclosure of a meeting
shall include, but not be limited to, the date on which disclosure of the date
of the meeting is made in a press release reported by the Dow Jones News
Services, Associated Press or comparable national news service, or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) (or the rules and regulations
thereunder) of the Securities Exchange Act of 1934, as amended. Each such
notice shall set forth: (a) the name, age and business and residential address
of the stockholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; (c) a description of all arrangements or
understandings between stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the written
consent of each nominee to serve as a Director of the Corporation if so
elected. The chairman of the meeting shall refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
SECTION 4. PLACE OF MEETINGS. Meetings of the Board of Directors shall be
_________ _________________
held at such place or places, within or without the State of Delaware as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.
<PAGE>
SECTION 5. ANNUAL MEETING. The Board of Directors shall meet for the purpose
_________ ______________
of corporate organization, the election of officers and the transaction of
other business, as soon as practicable after each annual meeting of
stockholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors
may be held at such other time or place (within or without the State of
Delaware) as shall be specified in a notice thereof given as hereinafter
provided in Section 8 of this Article III.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
_________ ________________
shall be held at such time and place as the Board of Directors may fix. If
any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting which would otherwise be
held on that day shall be held at the same hour on the next succeeding
business day. Notice of regular meetings of the Board of Directors need not
be given except as otherwise required by statute or these By-Laws.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may
_________ ________________
be called by the Chairman of the Board, if one shall have been elected, or by
a majority of the Directors of the Corporation or by the President.
<PAGE>
SECTION 8. NOTICE OF MEETINGS. Notice of each special meeting of the Board
_________ __________________
of Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 8, in
which notice shall be stated the time and place of the meeting. Except as
otherwise required by these By-Laws, such notice need not state the purposes
of such meeting. Notice of each such meeting shall be mailed, postage
prepaid, to each Director, addressed to such Director at such Director's
residence or usual place of business, by mail, at least twenty (20) days
before the day on which such meeting is to be held, or shall be sent addressed
to such Director at such place by telegraph, cable, telex, telecopier or other
similar means, or be delivered to such Director personally at least 48 hours
prior to the meeting. Notice of any such meeting need not be given to any
Director who shall, either before or after the meeting, submit a signed waiver
of notice or who shall attend such meeting, except when such Director shall
attend for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened. Notices are deemed to have been given: by telephone, at the
time of delivery to the recipient; by telegram or similar means, at the time
of transmission; and by mail, when deposited in the United States mail,
postage prepaid.
<PAGE>
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the total number of
_______ ___________________________
the Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, and, except as otherwise
expressly required by statute or the Certificate of Incorporation or these
By-Laws, the act of a majority of the Directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum at any meeting of the Board of Directors, a majority of
the Directors present thereat may adjourn such meeting to another time and
place. Notice of the time and place of any such adjourned meeting shall be
given to all of the Directors unless such time and place were announced at the
meeting at which the adjournment was taken, in which case such notice shall
only be given to the Directors who were not present thereat. At any adjourned
meeting at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally called. Except as
otherwise provided by law, the Directors shall act only as a Board and the
individual Directors shall have no power as such.
<PAGE>
SECTION 10. ORGANIZATION. At each meeting of the Board of Directors, the
__________ ____________
Chairman of the Board, if one shall have been elected, or, in the absence of
the Chairman of the Board or if one shall not have been elected, the President
(or, in the President's absence, another Director chosen by a majority of the
Directors present) shall act as Chairman of the meeting and preside thereat.
The Secretary or, in the Secretary's absence, any person appointed by the
Chairman shall act as Secretary of the meeting and keep the minutes thereof.
SECTION 11. RESIGNATIONS. Any Director of the Corporation may resign at any
__________ ____________
time by giving written notice of such Director's resignation to the President
or the Secretary of the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt. Unless
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
SECTION 12. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as otherwise
__________ _________________________________________
fixed pursuant to the provisions of the Certificate of Incorporation relating
to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, newly created director-
ships resulting from any increase in the number of Directors and any vacancies
on the Board of Directors resulting from death, resignation, disqualification,
removal or other cause shall be filled by the affirmative vote of a majority
of the remaining Directors then in office, even though less than a quorum of
the Board of Directors. Any Director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
Directors in which the new directorship was created or the vacancy occurred
and until such Director's successor shall have been elected and qualified. No
decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
SECTION 13. REMOVAL OF DIRECTORS. Subject to the rights of any class or
__________ ____________________
series of stock having preference over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, any
director may be removed from office, with cause, by the affirmative vote of
the holders of record of a majority of the combined voting power of the
outstanding shares of Stock entitled to vote generally in the election of
Directors, voting together as a single class and without cause, only by the
affirmative vote of the holders of 75% of the combined voting power of the
then outstanding shares of stock entitled to vote generally in the election of
Directors, voting together as a single class.
SECTION 14. COMPENSATION. The Board of Directors shall have authority to fix
__________ ____________
the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.
SECTION 15. COMMITTEES. The Board of Directors may, by resolution passed by
__________ __________
a majority of the entire Board of Directors, designate one or more committees,
including an executive committee, each committee to consist of one or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.
Except to the extent restricted by statute or the Certificate of
Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Directors (including the power and authority to declare a dividend,
authorize the issuance of stock, adopt a certificate of ownership and merger
pursuant to Section 253 of the General Corporation Law of the State of
Delaware (the "General Corporation Law") and, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors as provided in subsection (a) of Section 151
of the General Corporation Law, fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize
the increase or decrease of the shares of any series) and may authorize the
seal of the Corporation to be affixed to all papers which require it. Each
such committee shall serve at the pleasure of the Board of Directors and have
such name as may be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors.
Each committee of the Board of Directors shall fix its own rules or procedure
consistent with the provisions of applicable law and of any resolutions of the
Board of Directors governing such committee. Each committee shall meet as
provided by such rules or such resolutions of the Board of Directors. Unless
otherwise provided by such rules or by such resolutions, the provisions of
these By-Laws relating to the place of holding meetings and notice required
for meetings of the Board of Directors shall govern the place of meetings and
notice of meetings for committees of the Board of Directors. Except in cases
where it is otherwise provided by the rules of such committee or by the
resolution of the Board of Directors, the vote of a majority of the members
present at a duly constituted meeting at which a quorum is present shall be
sufficient to pass any measure by the committee.
In the event that the Board of Directors shall designate a committee that
shall have the power to recommend changes in the compensation of senior
management of the Corporation, recommended or retain an auditor for the
Corporation and/or recommend nominees for election as directors of the
Corporation, the membership of such committee shall consist solely of such
directors who are not employees of the Corporation or of any subsidiary of the
Corporation.
SECTION 16. ACTION BY CONSENT. Unless restricted by the Certificate of
__________ _________________
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all
members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such committee, as the
case may be.
SECTION 17. TELEPHONIC MEETING. Unless restricted by the Certificate of
__________ __________________
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation by such means shall constitute presence in person
at the meeting.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation shall
_________ _________________________
be elected annually by the Board of Directors at the meeting immediately
following the annual meeting of stockholders. The officers of the Corporation
shall include the President, one or more Vice-Presidents, the Secretary and
the Treasurer. If the Board of Directors wishes, it may also elect as an
officer of the Corporation a Chairman of the Board and may elect other
officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or desirable for the business of the Corpora-
tion. Any two or more offices may be held by the same person, and no officer
except the Chairman of the Board need be a Director. Each officer shall hold
office until such officer's successor shall have been duly elected and shall
have qualified, or until such officer's death, or until such officer shall
have resigned or have been removed, as hereinafter provided in these By-Laws.
In its discretion, the Board of Directors may leave unfilled for any period it
may fix any office to the extent allowed by law. Any vacancy in any of the
above offices may be filled for the unexpired portion of the term by the Board
of Directors at any regular or special meeting. In the case of the absence or
disability of an officer or for any other reason that is determined to be
sufficient to the Board of Directors, the Board of Directors or any officer
designated by it, may, for the time of the absence or disability, delegate
such officer's duties and powers to any other officer of the Corporation. The
Board of Directors also may elect, appoint or provide for the appointment of
such other officers and agents as may from time to time appear necessary or
advisable in the conduct of the affairs of the Corporation.
SECTION 2. RESIGNATIONS. Any officer of the Corporation may resign at any
_________ ____________
time by giving written notice of such officer's resignation to the President
or Secretary of the Corporation. Any such resignation shall take effect at
the time specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon receipt. Unless otherwise
specified therein, the acceptance of any such resignation shall not be
necessary to make it effective.
SECTION 3. REMOVAL. Any officer of the Corporation may be removed, either
_________ _______
with or without cause, at any time, by the affirmative vote of a majority of
the members of the Board of Directors at any meeting thereof.
<PAGE>
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall
_________ _____________________
be such an officer, shall, if present, preside at all meetings of the
stockholders and the Board of Directors, and exercise and perform such other
powers and duties as established in an employment contract, and as may be from
time to time assigned to the Chairman by the Board of Directors or prescribed
by the By-Laws.
SECTION 5. PRESIDENT. Subject to such supervisory powers, if any, as may be
_________ _________
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, the President shall be the Chief Executive Officer of the
Corporation if so elected by the Board of Directors and shall, subject to the
control of the Board of Directors, have general supervision, direction and
control of the corporation, its business and its officers. In the absence of
the Chairman of the Board, or if there be none, the President shall preside at
all meetings of the stockholders and the Board of Directors. Subject to the
final sentence of Section 15 of Article III, the President shall be an
ex-officio member of all the standing committees, including the executive
__________
committee, if any, and shall have the general powers and duties of management
usually vested in the office of President of a corporation, and shall have
such other powers and duties as may be prescribed by the Board of Directors.
The President may sign any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed or
which are in the ordinary course of business of the Corporation. The
President may vote, either in person or by proxy all of the shares of the
capital stock of any company which the Corporation owns or is otherwise
entitled to vote at any and all meetings of the stockholders of such company
and shall have the power to accept or waive notice of such meetings.
SECTION 6. EXECUTIVE VICE PRESIDENT. Each Executive Vice-President shall
_________ ________________________
perform all such duties as from time to time may be assigned him/her by the
Board of Directors or the President. At the request of the President, in the
absence of the President, or in the event of the President's inability or
refusal to act, the Executive Vice-President, or if there shall be more than
one, the Executive Vice-Presidents, in the order determined by the Board of
Directors (or if there is no such determination, then the Executive
Vice-Presidents in the order of their election), shall perform the duties of
the President and, when so acting, shall have the powers of and be subject to
the restrictions placed upon the President in respect of the performance of
such duties.
SECTION 7. SENIOR VICE-PRESIDENT. Each Senior Vice-President shall perform
_________ _____________________
all such duties as from time to time may be assigned to such Senior Vice-
President by the Board of Directors, or the President.
<PAGE>
SECTION 8. VICE PRESIDENT. Each Vice President shall perform all such duties
_________ ______________
as from time to time may be assigned to such Vice-President by the Board of
Directors, or the President.
<PAGE>
SECTION 9. TREASURER. The Treasurer shall:
_________ _________
(a) have charge and custody of, and be responsible for, all of the funds and
securities of the Corporation;
(b) keep full and accurate records of receipts and disbursements in books
belonging to the Corporation;
(c) deposit all moneys and other valuables to the credit of the Corporation in
such depositories as may be designated by the Board of Directors or pursuant
to its direction;
(d) receive, and give receipts for, moneys due and payable to the Corporation
from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the investments of its
funds, taking proper vouchers therefore;
(f) render to the Board of Directors, whenever the Board of Directors may
require, an account of the financial conditions of the Corporation; and
(g) in general, perform all duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to the Treasurer by the
Board of Directors.
<PAGE>
SECTION 10. SECRETARY. The Secretary shall:
__________ _________
(a) keep or cause to be kept in one or more books provided for the purpose,
the minutes of all meetings of the Board of Directors, the committees of the
Board of Directors and the stockholders;
(b) see that all notices are duly given in accordance with the provisions of
these By-Laws and as required by law;
(c) be custodian of the records and the seal of the Corporation and affix and
attest the seal to all certificates for shares of the Corporation (unless the
seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to
be executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and
(e) in general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to the Secretary by the
Board of Directors.
SECTION 11. OFFICERS' BONDS OR OTHER SECURITY. If required by the Board of
__________ _________________________________
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of such officer's duties, in such amount and with
such surety as the Board of Directors may require.
SECTION 12. COMPENSATION. The compensation of the officers of the
__________ ____________
Corporation for their services as such officers shall be fixed from time to
time by the Board of Directors. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that the officer
is also a director of the Corporation.
<PAGE>
ARTICLE V
<PAGE>
STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 1. STOCK CERTIFICATES. Every holder of stock in the Corporation shall
_________ __________________
be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board or the President or a Vice-President
and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned
by the holder in the Corporation. Stock certificates of the Corporation shall
be in such form as may be approved by the Board of Directors. Such stock
certificates shall be numbered and registered, and shall exhibit the holder's
name and shares.
SECTION 2. FACSIMILE SIGNATURES. Any or all of the signatures on a
_________ ____________________
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.<PAGE>
SECTION 3. LOST CERTIFICATES. The Corporation may issue a new certificate of
_________ _________________
stock or uncertificated shares in place of any certificate therefore issued by
it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen, or destroyed certificate, or the
owner's legal representative to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate or uncertificated shares. A new certificate may be
issued without requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.
SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or the
_________ __________________
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer.
Whenever any transfer of stock shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of transfer if, when the
certificates are presented to the Corporation for transfer, both the
transferor and the transferee request the Corporation to do so.
<PAGE>
SECTION 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
_________ ______________________________
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.
SECTION 6. REGULATIONS. The Board of Directors may make such additional
_________ ___________
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.
SECTION 7. FIXING THE RECORD DATE. (a) In order that the Corporation may
_________ ______________________
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the date next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
SECTION 8. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
_________ _______________________
recognize the exclusive right of a person registered on its records as the
owner of shares of stock to receive dividends and to vote as such owner, shall
be entitled to hold liable for calls and assessments a person registered on
its records as the owner of shares of stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
of stock on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Delaware. <PAGE>
ARTICLE VI
INDEMNIFICATION OF
DIRECTORS AND OFFICERS
SECTION 1. GENERAL. The Corporation shall indemnify and hold harmless, to
_________ _______
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding") by
reason of the fact that such person, or a person for whom such person is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, nonprofit entity or other enterprise, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and actually reasonably incurred by such person in connection with
the proceeding. However, the Corporation shall be required to indemnify a
person in connection with a proceeding (or part thereof) initiated by such
person only if the proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
<PAGE>
SECTION 2. INDEMNIFICATION IN CERTAIN CASES. To the extent that a director
_________ ________________________________
or officer of the Corporation has been successful on the merits or otherwise
in defense of any proceeding, or in defense of any claim, issue or matter
therein (or if Section 145(c) of the General Corporation law is amended after
February 1, 1994 so as to broaden indemnification rights thereunder, then to
the fullest extent permitted by the General Corporation Law), such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
SECTION 3. PROCEDURE. Any indemnification under Section 1 of this Article VI
_________ _________
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
the director or officer is proper in the circumstances because the person has
met the applicable standard of conduct set forth in such Section 1. Such
determination shall be made (a) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit
or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.
SECTION 4. ADVANCES FOR EXPENSES. The Corporation shall pay the expenses
_________ _____________________
(including attorneys' fees) incurred by a director or officer of the
Corporation in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a director or
________ _______
officer in advance of the final disposition of the proceeding shall be made
only upon a receipt of an undertaking by the director or officer to repay all
costs advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.
Payment of such expenses incurred by other employees and agents of the
Corporation may be made by the Board of Directors in its discretion upon such
terms and conditions, if any, as it deems appropriate.
<PAGE>
SECTION 5. RIGHTS NOT EXCLUSIVE. The rights conferred on any person by this
_________ ____________________
Article VI shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise. The indemnification and advancement of expenses
provided for by this Article VI shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 6. INSURANCE. To the fullest extent permitted by applicable law as
_________ _________
it presently exists or may hereafter be amended, the Corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was
a director or officer of the Corporation, or is or was serving at the request
of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any other
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under the provisions of this Article VI.
<PAGE>
SECTION 7. INDEMNITY AGREEMENTS WITH DIRECTORS AND OFFICERS. The Corporation
_________ ________________________________________________
may enter into indemnity agreements with the Directors and Officers of this
Corporation substantially in the form attached hereto as Appendix A and hereby
incorporated by reference; provided, however, such indemnity agreements shall
exclude indemnity for the Directors' and Officers' knowing fraud, deliberate
dishonesty or willful misconduct.
SECTION 8. CLAIMS. Notwithstanding any other provision of this Article VI,
_________ ______
if a claim for indemnification or advancement of expenses under this Article
is not paid in full within sixty days after a written claim therefor has been
received by the Corporation, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.
SECTION 9. OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
_________ _____________________
indemnify and advance expenses to any person who was or is serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, nonprofit entity or other enterprise,
including service with respect to employee benefit plans, shall be reduced by
any amount such person may collect as indemnification or advancement of
expenses from such other corporation, partnership, joint venture, trust,
nonprofit entity or other enterprise, including service with respect to
employee benefit plans.
SECTION 10. AMENDMENT OR REPEAL. Any repeal or modification of the foregoing
__________ ___________________
provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Subject to the provisions of statute and the
_________ _________
Certificate of Incorporation, dividends upon the shares of capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting. Dividends may be paid in cash, in property or in shares of
stock of the Corporation, unless otherwise provided by statute or the
Certificate of Incorporation.
SECTION 2. RESERVES. Before payment of any dividend, there may be set aside
_________ ________
out of any funds of the Corporation available for dividends such sum or sums
as the Board of Directors may, from time to time, in its absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation or
for such other purpose as the Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
SECTION 3. SEAL. The seal of the Corporation shall be in such form as shall
_________ ____
be approved by the Board of Directors. Said seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.
The seal may be affixed by any officer of the Corporation to any instrument
executed by authority of the Corporation, and the seal when so affixed may be
attested by the signature of any officer of the Corporation.
<PAGE>
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be fixed,
_________ ___________
and once fixed, may thereafter be changed, by resolution of the Board of
Directors.
SECTION 5. CHECKS, NOTES, DRAFTS, ETC.. All checks, notes, drafts or other
_________ ___________________________
orders for the payment of money of the Corporation shall be signed, endorsed
or accepted in the name of the Corporation by such officer, officers, person
or persons as from time to time may be designated by the Board of Directors or
by an officer or officers authorized by the Board of Directors to make such
designation.
SECTION 6. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors may
_________ __________________________________
authorize any officer or officers, agent or agents, in the name and on behalf
of the Corporation to enter into or execute and deliver any and all deeds,
bonds, mortgages, contracts and other obligations or instruments, and such
authority may be general or confined to specific instances.
SECTION 7. FORM OF RECORDS. Any records maintained by the Corporation in the
_________ _______________
regular course of its business, including its stock ledger, books of account,
and minutes books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotography or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time. The Corporation shall convert any records so kept
upon the written request of any person entitled to inspect such records.
<PAGE>
ARTICLE VIII
AMENDMENT
Except as otherwise provided by these by-laws, the Certificate of
Incorporation, or by operation of law, the by-laws of the Corporation may be
made, altered or repealed by vote of holders of shares of stock representing
a majority of the voting power of the issued and outstanding stock and
entitled to vote thereon present in person or represented by a proxy at any
annual or special meeting of stockholders at which a quorum is present called
for that purpose or by the affirmative vote of a majority of the Directors
then in office given at any regular or special meeting of the Board of
Directors.
<PAGE>
APPENDIX A
INDEMNITEE AGREEMENT
This Agreement, made and entered into as of the ____ day of
_______________ 199___ ("Agreement", by and between Syncor International
Corporation, a Delaware corporation ("Company"), and __________________
("Indemnitee"):
WHEREAS, highly competent persons justifiably are reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation;
and
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its
subsidiaries from certain liabilities. Although the furnishing of such
insurance has been a customary and widespread practice among United States-
based corporations and other business enterprises, the Company believes that,
given current market conditions and trends, such insurance may be available to
it in the future only at higher premiums and with more exclusions. At the
same time, directors, officers, and other persons in service to corporations
or business enterprises are being increasingly subjected to expensive and
time-consuming litigation relating to, among other things, matters that
traditionally would have been brought only against the Company or business
enterprise itself; and
WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining
qualified persons; and
WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining qualified persons is detrimental to the best
interests of the Company's stockholders and that the Company should act to
assure such persons that there will be increased certainty of protection in
the future; and
WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such persons to the fullest
extent permitted by applicable law so that they will serve or continue to
serve the Company free from undue concern that they will not be so
indemnified; and
WHEREAS, Indemnitee is willing to serve, continue to serve and to
take on a additional service for or on behalf of the Company on the condition
that he be so indemnified;
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:
SECTION 1. SERVICES BY INDEMNITEE. Indemnitee agrees to serve as an officer
_________ ______________________
of the Company. Indemnitee may at any time and for any reason resign from such
position (subject to any other contractual obligation or any obligation
imposed by operation of law), in which event the Company shall have no
obligation under this Agreement to continue Indemnitee in any such position.
This Agreement shall not be deemed an employment contract between the Company
(or any of its subsidiaries) and Indemnitee. Indemnitee specifically
acknowledges that Indemnitee's employment with the Company (or any of its
subsidiaries), if any, is at will, and the Indemnitee may be discharged at any
time for any reason, with or without cause, except as may be otherwise
provided in any written employment contract between Indemnitee and the Company
(or any of its subsidiaries), other applicable formal severance policies duly
adopted by the Board, or by the Company's Certificate of Incorporation, By-
Laws, and the General Corporation Law of the State of Delaware. The foregoing
notwithstanding, this Agreement shall continue in force after Indemnitee has
ceased to serve as an officer or director of the Company.
SECTION 2. INDEMNIFICATION - GENERAL. The Company shall indemnify, and
_________ _________________________
advance expenses (as hereinafter defined) to Indemnitee as provided in this
Agreement and (subject to the provisions of this Agreement) to the fullest
extent permitted by applicable law in effect on the date hereof and to such
greater extent as applicable law may thereafter from time to time permit. The
rights of Indemnitee provided under the preceding sentence shall include, but
shall not be limited to, the rights set forth in the other Sections of this
Agreement.
SECTION 3. PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE
________________________________________________________________________
COMPANY.
_______ Indemnitee shall be entitled to the rights of indemnification
provided in this Section 3 if, by reason of his Corporate Status (as
hereinafter defined), he is, or is threatened to be made, a party to or
participant in any threatened, pending, or completed Proceeding (as
hereinafter defined), other than a Proceeding by or in the right of the
Company. Pursuant to this Section 3, Indemnitee shall be indemnified against
Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal Proceeding, had no
reasonable cause to believe his conduct was unlawful.
SECTION 4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall
_________ _____________________________________________
be entitled to the rights of indemnification provided in this Section 4 if, by
reason of his Corporate Status, he is, or is threatened to be made, a party to
or participant in any threatened, pending or completed Proceeding brought by
or in the right of the Company to procure a judgment in its favor. Pursuant
to this Section, Indemnitee shall be indemnified against Expenses actually and
reasonably incurred by him or on his behalf in connection with such Proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company. Notwithstanding the
foregoing, no indemnification against such Expenses shall be made in respect
of any claim, issue or matter in such Proceeding as to which Indemnitee shall
have been adjudged to be liable to the Company if applicable law prohibits
such indemnification; provided, however, that, if applicable law so permits,
_________ ________
indemnification against Expenses shall nevertheless be made by the Company in
such event if and only to the extent that the Court of Chancery of the State
of Delaware, or the Court in which such Proceeding shall have been brought or
is pending, shall determine.
SECTION 5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
__________________________________________________________________________
SUCCESSFUL.
_________ Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is successful, on the merits or otherwise, in (i)
defending any Proceeding brought against the Indemnitee by reason of his
Corporate Status or (ii) in prosecuting any Proceeding described in the last
sentence of Section 14 hereof, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith. If Indemnitee is not wholly successful in any such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in any such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.
SECTION 6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any
_________ _________________________________________
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any proceeding, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf
in connection therewith.
SECTION 7. ADVANCEMENT OF EXPENSES. The Company shall advance all reasonable
_________ _______________________
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding within ten days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking
by or on behalf of Indemnitee to repay any Expenses advanced if it shall
ultimately be determined that Indemnitee is not entitled to be indemnified
against such expenses.
SECTION 8. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.
_________ _____________________________________________________________
(a) To obtain Indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably
<PAGE>
necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall,
promptly upon receipt of such a request for indemnification, advise
the Board in writing that Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 8(a) hereof, a
determination, if required by applicable law, with respect to
Indemnitee's entitlement thereto shall be made in the specific case:
(i) if a Change in Control (as hereinafter defined) shall have
occurred, by Independent Counsel (as hereinafter defined) (unless
Indemnitee shall request that such determination be made by a
majority vote of the Disinterested Directors (as hereinafter
defined) even though less than a quorum of the Board or by the
stockholders, in which case by the person or persons or in the
manner provided for in clauses (ii) or (iii) of this Section 8(b))
in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee; (ii) if a Change of Control shall not have
occurred, (A) by a majority vote of the Disinterested Directors even
though less than a quorum of the Board, or (B) if there are no such
Disinterested Directors or if such Disinterested Directors so
direct, by Independent Counsel in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee or (C) by the
stockholders of the Company; or (iii) as provided in Section 9(b) of
this Agreement; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination. Indemnitee shall
cooperate with the person, persons or entity making such
determination with respect to Indemnitee's entitlement to
indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or expenses
(including attorneys' fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and
the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom.
(c) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 8(b) hereof, the Independent Counsel shall be selected as
provided in this Section 8(c). If a Change of Control shall not
have occurred, the Independent Counsel shall be selected by the
Board of Directors, and the Company shall give written notice to
Indemnitee advising him of the identity of the Independent Counsel
so selected. If a Change of Control shall have occurred, the
Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall request that such selection be made by the Board of
Directors, in which event the preceding sentence shall apply), and
Indemnitee shall give written consent to the Company advising it of
the identity of the Independent Counsel so selected. In either
event, Indemnitee or the Company, as the case may be, may, within 7
days after such written notice of selection shall have been given,
deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection. Such objection may be asserted
only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in Section
17 of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. If such written
objection is made, the Independent Counsel so selected may not serve
as Independent Counsel unless and until a court has determined that
such objection is without merit. If, within 20 days after
submission by Indemnitee of a written request for indemnification
pursuant to Section 8(a) hereof, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware or other
court of competent jurisdiction for resolution of any objection
which shall have been made by the Company or Indemnitee to the
other's selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with
respect to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section 8(b)
hereof. The Company shall pay any and all reasonable fees and
expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 8(b) hereof, and the
Company shall pay all reasonable fees and expenses incident to the
procedures of this Section 8(c), regardless of the manner in which
such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding or arbitration pursuant to
Section 10(a)(iii) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional
conduct then prevailing).
SECTION 9. PRESUMPTION AND EFFECT OF CERTAIN PROCEEDINGS.
_________ _____________________________________________
(a) If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 8(a) of<PAGE>
this Agreement, and the
Company shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any
determination contrary to that presumption.
(b) If the person, persons or entity empowered or selected under
Section 8 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination
within 60 days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make
Indemnitee's statement not materially misleading, in connection with
the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law; provided, however, that such
________ _______
60-day period may be extended for a reasonable time, not to exceed
an additional 30 days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good
faith requires such additional time for the obtaining or evaluating
of documentation and/or information relating thereto; and provided,
________
further, that the foregoing provisions of this Section 9(b) shall
_______
not apply (i) if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 8(b) of this
Agreement and if (A) within 15 days after receipt by the Company of
the request for such determination the Board of Directors has
resolved to submit such determination to the stockholders for their
consideration at an annual meeting thereof to be held within 75 days
after such receipt and such determination is made thereat, or (B) a
special meeting of stockholders is called within 15 days after such
receipt for the purpose of making such determination, such meeting
is held for such purpose within 60 days after having been so called
and such determination is made thereat, or (ii) if the determination
of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 8(b) of this Agreement.
(c) The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except
_______________
as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or
create a presumption that Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his
conduct was unlawful.
SECTION 10. REMEDIES OF INDEMNITEE.
___________ _______________________
(a) In the event that (i) a determination is made pursuant to
Section 8 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement (ii) advancement of Expenses is
not timely made pursuant to Section 7 of this Agreement (iii) the
determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 8(b) of this Agreement and
such determination shall not have been made and delivered in a
written opinion within 90 days after receipt by the Company of the
request for indemnification, or (iv) payment of indemnification is
not made pursuant to Section 5 or Section 6 of this Agreement
within ten (10) days after receipt by the Company of a written
request therefor, or (v) payment of indemnification is not made
within ten (10) days after a determination has been made that
Indemnitee is entitled to indemnification or such determination is
deemed to have been made pursuant to Section 8 or 9 of this
Agreement, Indemnitee shall be entitled to an adjudication in the
Court of Chancery of the State of Delaware of his entitlement to
such indemnification or advancement of Expenses. Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association, Indemnitee shall commence such
proceeding seeking an adjudication or an award in arbitration within
180 days following the date on which Indemnitee first has the right
to commence such proceeding pursuant to this Section 10(a);
provided, however, that the foregoing clause shall not apply in
________ ________
respect of a proceeding brought by Indemnitee to enforce his rights
under Section 5 of this Agreement. The Company shall not oppose
Indemnitee's right to seek any such adjudication or award in
arbitration.
(b) In the event that a determination shall have been made
pursuant to Section 8 of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 10 shall be conducted in all
respects as a de novo trial, or arbitration, on the merits and
_______
Indemnitee shall not be prejudiced by reason of that adverse
determination. If a Change of Control shall have occurred, in any
judicial proceeding or arbitration commenced pursuant to this
Section 10, the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.
<PAGE>
(c) If a determination shall have been made or deemed to have been
made pursuant to Section 8 or 9 of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced
pursuant to this Section 10, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material act necessary to
make Indemnitee's statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.
(d) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 10 that
the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court or
before any such arbitrator that the Company is bound by all the
provisions of this Agreement.
(e) In the event that Indemnitee, pursuant to this Section 10,
seeks a judicial adjudication of or an award in arbitration to
enforce his rights under, or to recover damages for breach of, this
Agreement, Indemnitee shall be entitled to recover from the Company,
and shall be indemnified by the Company against, any and all
expenses (of the types described in the definition of Expenses in
Section 17 of this Agreement) actually and reasonably incurred by
him in such judicial adjudication or arbitration, but only if he
prevails therein. If it shall be determined in said judicial
adjudication or arbitration that Indemnitee is entitled to receive
part but not all of the indemnification or advancement or expenses
sought, the expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately
prorated.
SECTION 11. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;
____________________________________________________________
SUBROGATION.
___________
(a) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Certificate of Incorporation, the By-Laws,
any agreement, a vote of stockholders or a resolution of directors,
or otherwise. No amendment, alteration or termination of this
Agreement or any provision hereof shall be effective as to any
Indemnitee with respect to any action taken or omitted by such
Indemnitee in his Corporate Status prior to such amendment,
alteration or termination.
(b) To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors, officers,
employees, agents or fiduciaries of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. which such person serves at the request of
the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee or agent
under such policy or policies
(c) In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.
(d) The Company shall not be liable under this Agreement to make
any payment of amounts otherwise indemnifiable hereunder if and to
the extent that Indemnitee has otherwise actually received such
payment under any insurance policy, contract, agreement or
otherwise.
(e) The Company's obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be reduced by any amount Indemnitee
may collect as indemnification or advancement of expenses from such
other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
SECTION 12. DURATION OF AGREEMENT. This Agreement shall continue
__________ _____________________
until and terminate upon the later of: (a) 10 years after the date
that Indemnitee shall have ceased to serve as an officer, or (b) the
final termination of all pending Proceedings in respect of which
Indemnitee is granted rights of indemnification or advancement of
Expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 10 of this Agreement relating thereto. This
Agreement shall be binding upon the Company and its successors and
assigns and shall inure to the benefit of Indemnitee and his heirs,
executors and administrators.
<PAGE>
SECTION 13. SEVERABILITY. If any provision or provisions of this
__________ ____________
Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby;
(b) such provision or provisions shall be deemed reformed to the
extent necessary to conform to applicable law and to give maximum
effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable.
SECTION 14. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF
____________________________________________________________________
EXPENSES.
________ Notwithstanding any other provision of this Agreement,
Indemnitee shall not be entitled to indemnification or advancement
of Expenses under this Agreement with respect to any Proceeding, or
any claim therein, brought or made by him against the Company unless
such shall have been approved in writing in advance of the filing of
such Proceeding, or claim therein, by or at the direction of, the
Board. Notwithstanding the preceding sentence, Indemnitee shall,
however, be entitled to indemnification or advancement of Expenses
under this Agreement with respect to any Proceeding, or any claim
therein, brought or made by him against the Company to recover and
receive any amounts or benefits due to him pursuant to (i) the
Company's Certificate of Incorporation or By-laws; (ii) any
agreement; arrangement or understanding between him and the Company,
or (iii) any agreement, arrangement, or understanding between the
Company and any third party for his benefit.
SECTION 15. IDENTICAL COUNTERPARTS. This Agreement may be executed
__________ ______________________
in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute
one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to
evidence the existence or this Agreement.
SECTION 16. HEADINGS. The headings of the paragraphs of this
__________ ________
Agreement are inserted for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction
thereof.
SECTION 17. DEFINITIONS. For purposes of this Agreement:
__________ ___________
(a) "Change in Control" means a change in control of the Company
occurring after the Effective Date of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of
1934 (the "Act"), whether or not the Company is then subject to such
reporting requirement; provided, however, that, without limitation,
_________ ________
such a Change in Control shall be deemed to have occurred if after
the Effective Date (i) any "person" (as such term is used in Section
13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined
voting power of the Company's then outstanding securities without
the prior approval of at least two-thirds of the members of the
Board in office immediately prior to such person attaining such
percentage interest, (ii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board in office
immediately prior to such transaction or event constitute less than
a majority of the Board thereafter; or (iii) during any period of
two consecutive years, individual who at the beginning of such
period constituted the Board (including for this purpose any new
director whose election or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of such period) cease for any reason to constitute at least a
majority of the Board.
(b) "Corporate Status" describes the status of a person who is or
was a director, officer; employee; or agent of the Company or of any
other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person is or was serving
at the request of the Company.
(c) "Disinterested Director" means a director of the Company who
is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.
(d) "Effective Date" means _________ , 199___.
(e) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all
other disbursements or expenses of the type customarily incurred in
connection with prosecuting, defending, preparing to prosecute or
defend, investigating, being or preparing to be a witness in, or
otherwise participating in a Proceeding.
(f) "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to
either such party, or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any
person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine
Indemnities rights under this Agreement.
(g) "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing
or any other proceeding whether civil, criminal, administrative or
investigative, except one initiated by an Indemnitee pursuant to
Section 10 of this Agreement to enforce his rights under this
Agreement.
SECTION 18. MODIFICATION AND WAIVER. No supplement, modification or
__________ _______________________
amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.
SECTION 19. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to
__________ ____________________
notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject
to indemnification or advancement of Expenses covered hereunder.
SECTION 20. NOTICES. All notices, requests, demands and other
__________ _______
communications hereunder shall be in writing and shall be deemed to
have been duly given if (i) delivered by hand and receipted for by
the party to whom said notice or other communication shall have been
directed, or (ii) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which
it is so mailed:
(a) If to Indemnitee, to:
(b) If to the Company to: Syncor International Corporation
20001 Prairie Street
Chatsworth, CA 91311
or such other address as may have been furnished to Indemnitee by
the Company or to the Company by Indemnitee, as the case may be.
SECTION 21. CONTRIBUTION. To the fullest extent permissible under
__________ ____________
applicable law, If the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever,
the Company, in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by Indemnitee, whether for judgments, fines,
penalties, excise taxes, amounts paid or to be paid in settlement
and/or for Expenses, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is
deemed fair and reasonable in light of all of the circumstances of
such Proceeding in order to reflect (i) the relative benefits
received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving cause to such Proceeding; and/or (ii)
the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with such
event(s) and/or transaction(s).
<PAGE>
SECTION 22. GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT
__________ ______________________________________________________
OF AGENT FOR SERVICE OF PROCESS. This Agreement and the legal
_______________________________
relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware,
without regard to its conflict of laws rules. Except with respect to
any arbitration commenced by Indemnitee pursuant to Section 10(a) of
this Agreement, each of the Company and Indemnitee hereby
irrevocably and unconditionally (i) agrees that any action or
proceeding arising out of or in connection with this Agreement shall
be brought only in the Chancery Court of the State of Delaware (the
"Delaware Court"), and not in any other state or federal court in
the United States of America or any court in any other country, (ii)
consents to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or purposes of any action or
proceeding arising out of or in connection with this Agreement,
(iii) appoints, to the extent such party is not a resident of the
State of Delaware, irrevocably ___________________________________
as its agent in the State of Delaware as such party's agent for
acceptance of legal process in connection with any such action or
proceeding against such party with the same legal force and validity
as if served upon such party personally within the State of
Delaware, (iv) waives any objection to the laying of venue of any
such action or proceeding in the Delaware Court, and (v) waives, and
agrees not to plead or to make, any claim that any such action or
proceeding brought in the Delaware Court has been brought in an
improper or otherwise inconvenient forum.
SECTION 23. MISCELLANEOUS. Use of the masculine pronoun shall be
__________ _____________
deemed to include usage of the feminine pronoun where appropriate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
ATTEST:
SYNCOR INTERNATIONAL CORPORATION
BY: _______________________________________________________________________
INDEMNITEE:
__________________________________
Address: ________________________
________________________
