<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission only (as permitted by Rule 14a-6
(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DAXOR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
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DAXOR CORPORATION
350 Fifth Avenue, Suite 7120
New York, NY 10118
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 24, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of DAXOR
CORPORATION (the "Company") will be held at the principal offices of the
Company, 350 Fifth Avenue (Empire State Building), Suite 7120, New York City, on
Thursday, June 24, 1999 at 5:00 p.m., Eastern Standard Time, for the following
purposes:
1. To elect a board of five directors, each to serve for a term of
one year and until his successor shall have been duly elected and
qualified.
2. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
Shareholders of record at the close of business on April 26, 1999 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Virginia Fitzpatrick, Secretary
Dated: May 1, 1999
New York, New York
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES TO BE
VOTED, PLEASE DATE, SIGN, AND MAIL THE ACCOMPANYING FORM OF PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED ENVELOPE.
<PAGE>
DAXOR CORPORATION
350 Fifth Avenue, Suite 7120
New York, NY 10118
PROXY STATEMENT
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Daxor Corporation, a New York Corporation (the "Company"), for use
at the Annual Meeting of Shareholders to be held at the principal offices of the
Company, 350 Fifth Avenue, Suite 7120, New York City, on Thursday, June 24, 1999
at 5:00 p.m., Eastern Standard Time (the "Meeting"), or any adjournment thereof.
Shareholders of record at the close of business on April 26, 1999, will be
entitled to vote at the meeting.
The Company will solicit proxies by mail. Arrangements will be made with
brokerage houses and other custodians, nominees, and fiduciaries to forward
solicitation material to the beneficial owners of the shares held of record by
such persons, and the Company will reimburse them for the reasonable
out-of-pocket expenses incurred by them in doing so.
The shares represented by the accompanying proxy will be voted as directed
with respect to the election of directors or, if no direction is indicated, will
be voted in favor of election as directors of the nominees listed below. Each
proxy executed and returned by a shareholder may be revoked at any time
hereafter by giving written notice of such revocation to the Secretary of the
Company, except as to any matter or matters upon which, prior to such
revocation, a vote shall have been cast pursuant to the authority conferred by
such proxy.
The Annual Report to Shareholders for the fiscal year ended December 31,
1998, including financial statements, is being sent to shareholders on or before
the date of this Proxy Statement which is the approximate date on which the
Proxy Statement and form of Proxy are first being sent or given to shareholders.
The Board of Directors of the Company, on the recommendation of its audit
committee consisting of a majority of independent directors, has selected the
firm of Frederick Kaden and Co. as the principal accountants for the current
fiscal year. They (and their predecessors) have served in such capacity since
1974. Representatives of Frederick Kaden and Co. are not expected to be present
at the Meeting.
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VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
On April 26, 1999 the Company had issued and outstanding 4,744,809 shares
of common stock, par value $.01 per share ("Common Stock"), each of which
entitled the holder to one vote. Voting is not cumulative.
The following table sets forth information as of April 26, 1999, with
respect to all shareholders known by the Company to be beneficial owners of more
than 5% of the outstanding Common Shares, all directors, and all directors and
executive officers as a group. Except as noted below, each shareholder has sole
voting and investment power with respect to shares owned.
Number of
Name & Address Common Shares
of Beneficial Owner Beneficially Owned Percent
------------------- ------------------ -------
Joseph Feldschuh, M.D. ......................... 3,165,429 66.0%
President Daxor Corporation / Director
350 Fifth Avenue, Suite 7120
New York, NY 10118
Stephen M. Moss, Ph.D. / Director............... 100** *
P.O. Box 400
Bronxville, NY 10708-0400
James A. Lombard / Director .................... -0- **
190 East 206th Street
Bronx, NY 10458
Martin S. Wolpoff / Director.................... 1,500** *
5700 Arlington Avenue
Bronx, NY 10471
Bruce A. Hack / Director........................ 1,000** *
113 Sunnyside Drive
Yonkers, NY. 10705
All Directors and executive officers as a group. 3,192,129 66.1%
(8 Persons)
*NOTE: Less than 1%
**All Directors including the President have options for 1,000 shares of Daxor
stock exercisable at $10.00/share
Based on its review of copies of the forms prescribed by Section 16(a) of
the Securities and Exchange Commission Act of 1934 or written representation
from certain reporting persons that no Form 5's were required for those persons,
the Company believes that all of its Section 16 reporting persons complied with
the filing requirements of Section 16(a) as of December 31, 1997.
I. Election of Directors
An entire board of five directors is proposed to be elected at the meeting
to hold office for a term of one year and until their successors shall have been
duly elected and shall have qualified. The proxies will vote all proxies
received "FOR" the election as directors of the nominees listed below if no
direction to the contrary is given. In the event that any nominee is unable to
serve, the proxy solicited herewith may be voted, in the discretion of the
proxies, for the election of another person in his stead. The Board of Directors
knows of no reason to anticipate that this will occur.
The following information with respect to current and past five years'
business experience, age and directorship has been furnished to the Company as
of April 15, 1999, by each person nominated for election as director.
3
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<TABLE>
<CAPTION>
Principal Occupation Director
and Other Position Continuously
Name with the Company Since
---- ---------------- -----
<S> <C> <C>
Joseph Feldschuh, M.D., 63........ Chairman of the Board of Directors 1974
and President of the Company (1)
Stephen M. Moss, Ph.D., 46........ Director, Credit Risk Analytics 1986
Salomon Smith Barney (2)
James Lombard, 63................. Deputy Director of Administration City
Council of the City of New York (3) 1989
Martin S. Wolpoff, 56............. Director Information Services for the
Division of Instructional Support(4) 1989
Bruce A.Hack, 45.................. President, On-Line Power Technologies,
Inc. (5) 1997
</TABLE>
(1) Joseph Feldschuh, M.D. has been President of Daxor since 1974. He is on
the staff of Montefiore Hospital and Medical Center. From 1966 to 1983,
Dr. Feldschuh was Director of the Cardiac Metabolic Laboratory at
Metropolitan Hospital. He has been a Clinical Associate Professor in both
medicine and pathology at New York Medical College and an Assistant
Clinical Professor at Cornell Medical School. He performed the basic
research at the College of Physicians and Surgeons (Columbia University)
on the measurement and prediction of normal human blood volume. He is the
co-inventor of the Blood Volume Analyzer and the inventor of the
quantitative injection kit for the BVA-100. He was the designer of the
frozen blood bank storage program. He is Board Certified in Internal
Medicine and Cardiology, Board Eligible in Endocrinology and conducts a
limited private practice.
(2)* Stephen M. Moss, Ph.D. attended Cambridge University in England where he
graduated with First Class Honors in Mathematics in 1975. His graduate
work, also at Cambridge University, was in the field of Non-Linear
Optimization, and he received Masters and Doctoral degrees in 1980. He
immigrated to the United States in 1980, and worked for two years as a
consultant at Bankers Trust Company in New York. From 1982 to 1992 at
Lehman Brothers and successor firms he gained a wide range of experience
in all major areas of investment banking and securities trading. From 1992
to 1993, he was the Chief Information Officer and a Senior Vice President
at Republic New York Securities. From 1993 to 1997, at American
International Group, a worldwide insurance and financial services firm, he
was the Manager of Credit Risk Management Systems. He recently joined
Salomon Smith Barney as the Director of Credit Risk Analytics. Dr. Moss is
an active mentor in the Academy of Finance, an organization that provides
pro bono financial services training and job experience to students in the
New York City public schools.
(3)* James A. Lombard graduated from New York University Graduate School of
Business Administration with an M.B.A. in Marketing, Banking and Finance.
He has been employed by the City Council of the City of New York since
1976 and currently holds the position of Deputy Director of
Administration.
(4) Martin S. Wolpoff holds advanced degrees from the City University of New
York - an M.A. in Social Studies and an M.S. in Educational Administration
and Supervision. He has been actively involved in community activities
since the 1970's. Some of the groups with which he has been involved
include serving as a member, and three-year chairperson, on his local
Community Board; member of a community school board for nine years, its
president for three; member of a Community Development Corporation; and
member of the community advisory board for a New York City hospital. He
has been employed by the New York City public school system since 1965 as
an educator, supervisor and administrator. He currently holds the position
of Director of SURR Information Services for the Division of Instructional
Support.
(5) Bruce A. Hack holds a B.E. in Electrical Engineering from City College in
New York City. He is President of On-Line Power Technologies Inc. Mr. Hack
has 20 years experience in technical sales and marketing for highly
engineered products. He also has previous experience with major worldwide
manufacturing companies, including such companies as Westinghouse
Electrical Corporation and Siemens.
* (member of the audit Committee)
There were five meetings of the Board of Directors during fiscal year 1998, of
which all were attended by all directors.
4
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OFFICERS
DANIEL J. WELLINGTON holds an undergraduate degree in Mechanical
Engineering from Clarkson University and a MBA from the University of Phoenix.
His experience was with COBE Laboratories (now Gambro, Inc.) in Cardiovascular
R&D, with Biosurge, Inc., as Vice President of Technology and just prior to
founding Wellport He previously worked with Porterfield Enterprises as Vice
President of Engineering Services. He has distinguished himself in nationally
recognized medical device design circles. He was principally involved with the
development of a mechanical intraoperative autotransfer device for Biosurge,
which was selected by R&D magazine as one of the "Top 100" devices in 1990. He
has a patent in the parallel plate oxygenator subject area. In 1998, Daxor
purchased the assets of Wellport Corporation and Mr. Wellington became a Vice
President of Daxor. He is responsible for the Rochester Division where the
BVA-100 syringe is manufactured. His responsibilities include compliance with
FDA regulatory matters.
RONALD H. BALDRY was educated at the University of Durham in Great
Britain, where he received his B.S.E.E., specializing in electronic instruments.
Mr. Baldry was employed as a development engineer for instrumentation at nuclear
research establishments in the United Kingdom and at Oak Ridge National
Laboratory. Mr. Baldry was involved in the original mechanical design of the
Company's Blood Volume Analyzer (BVA-100). Mr. Baldry was appointed Vice
President/Engineering in 1996. He heads Daxor Oak Ridge. He has been responsible
for coordinating construction of the BVA-100 with Oxford Instruments. His
responsibilities include coordination of other sub-contractors involved in the
manufacturing of the BVA system.
OCTAVIA ATANASIU joined Daxor in May, 1994. In June, 1994, she was
appointed to the position of Treasurer. Ms. Atanasiu, a graduate of University
of Romania, Bucharest, Romania, she received the equivalent of a Master of
Business Administration (MBA) with majors in Finance, Accounting and Economics.
Prior to joining Daxor, she was the Head of the Financial Department of Marien
Business Forms, a printing corporation.
VIRGINIA FITZPATRICK joined Daxor Corporation in 1988, as Administrative
Assistant to the President. Ms. Fitzpatrick was promoted to the position of
Corporate Secretary in 1995. Since joining Daxor, Ms. Fitzpatrick has been the
Liaison Coordinator for the Company's securities portfolio. She is responsible
for maintaining the Company's extensive data and research files.
EXECUTIVE COMPENSATION
The following is the executive compensation for officers earning more than
$100,000.00.
Dr. Joseph Feldschuh, the Company's President, CEO, & Chairman of the Board of
Directors:
YEAR ENDED DEC. 31 SALARY BENEFITS
------------------ ------ --------
1998 $ 183,000 $ 10,000
1997 $ 175,000 $ 10,000
1996 $ 165,000 $ 10,000
Ronald N. Baldry, the Company's Vice President/Engineering:
YEAR ENDED DEC. 31 SALARY BENEFITS
------------------ ------ --------
1998 $ 164,231.85 $1,500
1997 $ 110,417 $1,500
5
<PAGE>
For the year ended December 1998, the Company paid Directors $1,000 plus $300
for each meeting attended, plus expenses. The Company anticipates paying fees to
Directors up to a maximum of $2,500 per year to each non-employee director.
STOCK OPTIONS
In 1994, the Company adopted a stock option plan under Section 422(b) of
the Internal Revenue Code wherein options would be granted to key employees,
officers and directors where the exercise price would at least equal the fair
market value on the market value on the date of grant. The term of the options
are a maximum of five years. At the present time there are options outstanding
for 5,000 shares.
PERFORMANCE GRAPHS
The following graphs are furnished in accordance with SEC regulations.
VALUE LINE INSTITUTIONAL SERVICES
<TABLE>
<CAPTION>
Summary Data
Name 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
DAXOR CORP -2.13 19.57 100.00 0.19 14.42
Standard & Poors 500 1.60 37.50 23.25 33.38 28.40
Medical Supplies 24.34 55.15 25.74 47.78 41.39
</TABLE>
<TABLE>
<CAPTION>
Graph Plot Points
Name 1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
DAXOR CORP 100.00 97.87 117.02 234.04 234.49 268.31
Standard & Poors 500 100.00 101.60 139.71 172.18 229.65 294.87
Medical Supplies 100.00 124.34 192.92 242.57 358.47 506.85
</TABLE>
6
<PAGE>
II. OTHER BUSINESS
As of this Proxy Statement, the only business which the Board of Directors
intends to present, and knows that others will present, at the Meeting is that
herein above set forth. If any other matter or matters are properly brought
before the Meeting, or any adjournments thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgement.
III. SHAREHOLDERS PROPOSALS
The Annual Meeting of the Company for the year ending December 31, 1999 is
scheduled to be held in June 2000. In order to have any proposal presented by a
shareholder at such meeting included in the Company's proxy statement and form
of proxy relating to the meeting, the proposal must be received by the Company
no later than December 15, 1999.
By Order of the Board of Directors,
VIRGINIA FITZPATRICK, Secretary
Dated: May 1, 1999
New York, New York
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT OR FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1998 MAY BE OBTAINED BY SHAREHOLDERS SOLICITED HEREBY (WITHOUT CHARGE) UPON
WRITTEN REQUEST TO FATIMA S. BAHA, INVESTOR RELATIONS, DAXOR CORPORATION, 350
FIFTH AVENUE, SUITE 7120, NEW YORK, NEW YORK, 10118.
- --------------------------------------------------------------------------------
7
<PAGE>
PROXY DAXOR CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for Annual Meeting of Shareholders-June 24, 1999
The undersigned, revoking any proxy heretofore given, hereby appoints Joseph
Feldschuh, MD and Stephen Moss, PhD, or either of them, proxies of the
undersigned, with full power of substitution, with respect to all Common Shares
which the undersigned is entitled to vote at the Annual Meeting of Daxor
Corporation (the "Company") to be held on June 24, 1999 at 5:00p.m., Eastern
Standard Time, at the principal offices of the Company, 350 Fifth Avenue, Suite
7120, New York, New York, 10118 or any adjournment thereof.
Unless a contrary direction is indicated, this proxy will be voted FOR all
nominees listed for election as directors in Item 1; if specific instructions
are indicated, this Proxy will be voted in accordance therewith.
In their discretion, the Proxies are authorized to transact such other
business as may properly come before the meeting, or any adjournment thereof.
The Board of Directors recommend a vote FOR all nominees for election as
directors.
1. Election of Directors ___ FOR all nominees ___ WITHHOLD AUTHORITY to
listed below vote for all nominees
(except as marked listed below.
to the contrary)
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below)
Joseph Feldschuh, M.D. Bruce A. Hack Martin S. Wolpoff
James A. Lombard Stephen Moss Ph.D.
(To be completed and signed on reverse side)
(Continued from other side)
<PAGE>
Dated _______________________, 1999
___________________________________
_____________________________________
Please sign exactly as name appears
hereon, If the shares are registered
in the names of two or more persons,
each should sign. Executors,
administrators, trustees, guardians,
attorneys-in-fact, corporate
officers, general partners and other
persons acting in a representative
capacity should add their titles.
The above-signed hereby acknowledges receipt of the Notice of Annual Meeting
and accompanying Proxy Statement and Annual Report of the
Company furnished therewith
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POST-PAID RETURN
ENVELOPE.
