<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 (S)240.14a-11(c) or (S)240.14a-12
HAEMONETICS CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
HAEMONETICS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 19, 1996
To the Stockholders:
The Annual Meeting of the Stockholders of Haemonetics Corporation will be
held on Friday, July 19, 1996 at 9:00 a.m. at the Boston Harbor Hotel, Boston,
Massachusetts for the following purposes:
1. To elect three Directors, two to serve for a term of three years and
until their successors shall be elected and qualified, and one to serve
for a term of two years until a sucessor shall be elected and qualified,
as more fully described in the accompanying Proxy Statement.
2. To ratify the selection by the Board of Directors of Arthur Andersen LLP
as independent public accountants for the current fiscal year.
3. To consider and act upon any other business which may properly come
before the meeting.
The Board of Directors has fixed the close of business on May 22, 1996 as
the record date for the meeting. All stockholders of record on that date are
entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By Order of the Board of Directors
Alicia R. Lopez
Clerk
Braintree, Massachusetts
June 7, 1996
<PAGE>
HAEMONETICS CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Haemonetics Corporation (the "Company")
for use at the Annual Meeting of Stockholders to be held on Friday, July 19,
1996, at the time and place set forth in the notice of meeting, and at any
adjournment thereof. The approximate date on which this Proxy Statement and
form of proxy are first being sent to stockholders is June 7, 1996.
If the enclosed proxy is properly executed and returned, it will be voted in
the manner directed by the stockholder. If no instructions are specified with
respect to any particular matter to be acted upon, the proxy will be voted in
favor thereof. Any person giving the enclosed form of proxy has the power to
revoke it by voting in person at the meeting or by giving written notice of
revocation to the Clerk of the Company at any time before the proxy is
exercised.
The holders of a majority in interest of all Common Stock issued,
outstanding and entitled to vote are required to be present in person or be
represented by proxy at the Meeting in order to constitute a quorum for
transaction of business. The election of the nominees for Director will be
decided by plurality vote. The affirmative vote of the holders of at least a
majority of the shares of Common Stock voting in person or by proxy at the
meeting is required to approve the other matter listed in the notice of
meeting. Abstentions and "non-votes" are counted as present in determining
whether the quorum requirement is satisfied. Abstentions and "non-votes" have
the same effect as votes against proposals presented to stockholders other
than election of directors. A "non-vote" occurs when a nominee holding shares
for a beneficial owner votes on one proposal, but does not vote on another
proposal because the nominee does not have discretionary voting power and has
not received instructions from the beneficial owner.
The Company will bear the cost of this solicitation. It is expected that the
solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph or in person and arrange for brokerage houses and their custodians,
nominees and fiduciaries to send proxies and proxy materials to their
principals at the expense of the Company.
The Company's principal executive offices are located at 400 Wood Road,
Braintree, Massachusetts 02184, telephone number (617) 848-7100.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on May 22, 1996 are
entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding and entitled to vote 27,242,229 shares of Common Stock with a
par value of $.01 per share. Each outstanding share entitles the record holder
to one vote.
1
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Articles of Organization of the Company, the Board of
Directors is divided into three classes, with each class being as nearly equal
in number as possible. One class is elected each year for a term of three
years. John F. White and James L. Peterson are currently serving in the class
of directors whose terms expire at this Annual Meeting. It is proposed that
Messrs. White and Peterson be elected to serve terms of three years, and in
each case until their successors shall be duly elected and qualified or until
their death, resignation or removal. The persons named in the accompanying
proxy will vote, unless authority is withheld, for the election of the
nominees named below. It is also proposed that Mr. Barr be elected to serve a
two year term ending in 1998 to fill the vacancy caused by the resignation in
November 1995 of J. Neal Armstrong. If any of the three such nominees should
become unavailable for election, which is not anticipated, the persons named
in the accompanying proxy will vote for such substitutes as management may
recommend. Should management not recommend a substitute for any nominee, the
proxy will be voted for the election of the remaining nominees. None of the
nominees is related to any other or to any executive officer of the Company or
its subsidiaries.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED A POSITION WITH THE COMPANY OR PRINCIPAL
NAME AGE DIRECTOR OCCUPATION DURING THE PAST FIVE YEARS
---- --- ---------- --------------------------------------
<S> <C> <C> <C>
NOMINATED FOR A TERM ENDING IN 1999:
John F. White........... 52 1985 Chairman, President and Chief Executive
Officer of the Company since 1985.
Previously, President of the Company's
predecessor.
James L. Peterson....... 53 1985 Since May 1994, President, International
Operations, and Vice Chairman of the
Board of Directors of the Company. From
1988 to 1994, Executive Vice President
of the Company. Previously, Vice
President, with responsibility for all
international activities, of the Company
and its predecessor. Director of
Tillotson Healthcare, Inc.
NOMINATED FOR A TERM ENDING IN 1998:
John R. Barr............ 39 1996 Since October, 1995 President, North
American Operations of the Company. From
May, 1994 to October, 1995 Executive
Vice President of the Company. From
April, 1992 to May, 1994 Senior Vice
President, Operations of the Company.
From September, 1991 to April, 1992,
Vice President, Operations of the
Company and from June, 1990 to February,
1991, Director of Customer Service of
the Company. Previously, Vice President
of the Systems Division of Baxter
International, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED A POSITION WITH THE COMPANY OR PRINCIPAL
NAME AGE DIRECTOR OCCUPATION DURING THE PAST FIVE YEARS
---- --- ---------- --------------------------------------
<S> <C> <C> <C>
SERVING A TERM ENDING IN 1998:
Yutaka Sakurada......... 63 1991 Since April, 1995, Senior Vice President
of the Company and President of
Haemonetics, Japan. From October, 1991,
Vice President of the Company and
President of Haemonetics Japan.
Previously, from 1989 to 1991, Managing
Director, Kuraray Plastics Co., Ltd., a
diversified synthetic fiber manufacturer
and a distributor of the Company's
products.
Donna C.E. Williamson... 43 1993 Corporate Senior Vice President of
Caremark International, Inc., a leading
provider of diversified health care
services throughout the United States
and in other countries. Previously
Corporate Vice President at Caremark
International since 1992 and Corporate
Vice President at Baxter International
from 1983 to 1992 responsible for
strategy and business development and
health cost management businesses.
Director of A.G. Edwards, Inc.
SERVING A TERM ENDING IN 1997:
Sir Stuart Burgess...... 67 1992 Chairman of Anglia & Oxford Region of
the U.K. National Health Service and
Chairman of Finsbury Worldwide
Pharmaceutical Trust PLC, an investment
trust specializing in the pharmaceutical
industry. Director of Anagen PLC and
Immuno UK Ltd. From 1979 to 1989 Chief
Executive Officer, and from 1973 to 1989
director of Amersham International plc,
a world leader in nuclear medicine.
Jerry E. Robertson, 63 1993 Retired. From 1984 to 1994, Executive
Ph.D. ................. Vice President, 3M Life Sciences Sector
and Corporate Services. Minnesota Mining
and Manufacturing (3M) is a worldwide
producer of a diverse variety of
industrial and consumer products.
Director of Project HOPE, Allianz of
North America, Manor Care, Inc.,
Cardinal Health, Inc., Coherent Inc.,
Steris Corp., Life Technologies, Inc.
and Medwave Inc.
</TABLE>
3
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND DIRECTOR COMPENSATION
During the last fiscal year, there were four meetings of the Board of
Directors of the Company. All of the Directors attended at least 75% of the
aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by Committees of the Board of Directors
on which they served. The Board of Directors does not have a Nominating
Committee. The Directors of the Company who are not employees of the Company
receive an annual fee of $20,000 effective October 1, 1995. Prior to October
1, 1995, the annual fee paid to outside directors was $12,000. In addition to
this fee, each outside director is granted annually an option to purchase up
to 6,000 shares of Common Stock of the Company.
The Board of Directors has a Compensation Committee composed of the
independent directors who are not employees of the Company. The members of the
Compensation Committee during the last fiscal year were Sir Stuart Burgess,
Jerry E. Robertson and Donna C.E. Williamson. The Compensation Committee
determines the compensation to be paid to the key officers of the Company and
administers the Company's 1990 Stock Option Plan and its 1992 Long-term
Incentive Plan. The Committee met once during the past fiscal year and on
other occasions took action by written consent.
The Board of Directors also has an Audit Committee, presently comprised of
Sir Stuart Burgess, Jerry E. Robertson and Donna C.E. Williamson, which
reviews with the Company's independent auditors the scope of the audit for the
year, the results of the audit when completed and the independent auditor's
fee for services performed. The Audit Committee also recommends independent
auditors to the Board of Directors and reviews with management various matters
related to its internal accounting controls. During the last fiscal year,
there were two meetings of the Audit Committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 30, 1996, certain information
with respect to beneficial ownership of the Company's Common Stock by: (i)
each person known by the Company to own beneficially more than five percent of
the Company's Common Stock; (ii) each of the Company's directors and each of
the executive officers named in the Summary Compensation Table elsewhere in
this Proxy Statement; and (iii) all directors and executive officers as a
group.
<TABLE>
<CAPTION>
TITLE AMOUNT & NATURE PERCENT
NAME OF BENEFICIAL OWNER OF CLASS BENEFICIAL OWNERSHIP OF CLASS
------------------------ -------- -------------------- --------
<S> <C> <C> <C>
John F. White(1).................... Common Stock 2,033,627 7.07%
James L. Peterson(2)................ Common Stock 1,431,390 4.98%
J. Neal Armstrong(3)................ Common Stock 84,700 0.29%
Yutaka Sakurada(4).................. Common Stock 83,108 0.29%
John R. Barr(5)..................... Common Stock 119,716 0.42%
Brigid A. Makes(6).................. Common Stock 18,255 0.06%
Sir Stuart Burgess(7)....... ....... Common Stock 12,500 0.04%
Jerry E. Robertson(8)....... ....... Common Stock 29,000 0.10%
Donna C.E. Williamson(9)............ Common Stock 4,800 0.02%
Wellington Management(10)........... Common Stock 3,424,870 11.90%
All executive officers and directors
as a group (9 persons)(11)......... Common Stock 3,817,096 13.27%
</TABLE>
4
<PAGE>
- - --------
(1) Does not include 33,475 shares held in trust for the benefit of Mr.
White's children and 30,877 shares held by the White Foundation and
32,337 shares held by the White Family Trusts. Mr. White disclaims
beneficial ownership of such shares. Includes 90,040 shares which Mr.
White has the right to acquire upon exercise of options currently
exercisable or exercisable within 60 days of March 30, 1996.
(2) Does not include 48,150 shares held in trust for the benefit of Mr.
Peterson's children, 8,300 shares held by the Peterson Foundation and
21,000 shares held in trust for the benefit of Mr. Peterson's parents.
Mr. Peterson disclaims beneficial ownership of such shares. Includes
90,040 shares which Mr. Peterson has the right to acquire upon exercise
of options currently exercisable or exercisable within 60 days of March
30, 1996.
(3) Includes 82,723 shares which Mr. Armstrong has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 30, 1996.
(4) Includes 82,350 shares which Mr. Sakurada has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 30, 1996.
(5) Includes 89,823 shares which Mr. Barr has the right to acquire upon the
exercise of options currently exercisable or exercisable within 60 days
of March 30, 1996.
(6) Includes 16,189 shares which Ms. Makes has the right to acquire upon the
exercise of options currently exercisable or exercisable within 60 days
of March 30, 1996.
(7) Includes 10,500 shares which Sir Burgess has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 30, 1996.
(8) Includes 9,000 shares which Mr. Robertson has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 30, 1996.
(9) Includes 4,500 shares which Ms. Williamson has the right to acquire upon
the exercise of options currently exercisable or exercisable within 60
days of March 30, 1996.
(10) This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 9, 1996. The reporting
entity's address is 200 State Street, Boston, MA 02039.
(11) Includes 475,165 shares which executive officers and directors have the
right to acquire upon the exercise of options currently exercisable or
exercisable within 60 days of March 30, 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Act") requires
the Company's directors and executive officers and persons who own more than
10% of the Company's Common Stock to file with the Securities and Exchange
Commission and the New York Stock Exchange reports concerning their ownership
of the Company's Common Stock and changes in such ownership. Copies of such
reports are required to be furnished to the Company. To the Company's
knowledge, based solely on a review of copies of such reports furnished to the
Company during or with respect to the Company's most recent fiscal year, all
Section 16(a) filing requirements applicable to persons who were, during the
most recent fiscal year, officers or directors of the Company or greater than
10% beneficial owners of its Common Stock were complied with except through
inadvertence, one report for Jerry E. Robertson involving one transaction was
not filed on a timely basis.
5
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is intended to attract and
retain talented executives and to motivate them to achieve the Company's
business goals. The program utilizes a combination of salary, stock options
and cash bonuses awarded based on the achievement of corporate performance
objectives. The compensation received by its executive officers is thereby
linked to the Company's performance. Within this overall policy, compensation
packages for individual executive officers are intended to reflect the
responsibilities of their position and their past achievements with the
Company, as well as the Company's performance.
The Compensation Committee is comprised of independent directors who are not
employees of the Company. In its deliberations, the Committee takes into
account the recommendations of appropriate Company officials. The Compensation
Committee's determinations with respect to compensation for the fiscal year
ended March 30, 1996 were made at the beginning of the fiscal year.
In arriving at the base salaries paid to the Company's executive officers
for the year ended March 30, 1996, the Committee considered their individual
contributions to the performance of the Company and of their particular
business units, their levels of responsibility, salary increases awarded in
the past, the executive's experience and potential, and the level of
compensation necessary, in the overall competitive environment, to retain
talented individuals. All of these factors were collectively taken into
account by the Committee in making a subjective assessment as to the
appropriate base salary for each of the Company's executive officers, and no
particular weight was assigned to any one factor.
The Company has a bonus program which is tied to the achievement by the
Company of predetermined goals relating to revenue and net earnings after
taxes. Under the program, increases in revenue or net earnings after taxes
beyond the required thresholds would result in increased bonuses. No bonuses
were awarded to executive officers for the year ended March 30, 1996 because
the predetermined goals were not achieved. The bonus paid to Ms. Makes was
received pursuant to the quarterly target bonus program under which bonuses
are made to non-executive officers. Ms. Makes became acting Chief Financial
Officer on November 3, 1996.
The Company's stock option program is intended to provide additional
incentive to build shareholder value, to reward long-term corporate
performance and to promote employee loyalty through stock ownership.
Information with respect to stock options held by executive officers
(including options granted during the year ended March 30, 1996) is included
in the tables following this report. In determining the number of options
granted to executive officers during the last fiscal year, the Committee made
a subjective assessment of the contributions of particular executive officers
to the financial and operational performance of the business unit directed by
the executive, and of such officer's potential for advancement. The Committee,
in arriving at the number of options to be granted to particular executive
officers, was aware of whether or not such officers had been granted options
in the past. The vesting of options granted is not dependent upon the
achievement of predetermined performance goals. Nevertheless, the amount
realized by a recipient from an option grant will depend on the future
appreciation in the price of the Company's Common Stock.
In 1993 the Internal Revenue Code was amended to limit the deduction a
public company is permitted for compensation paid in 1994 and thereafter to
the chief executive officer and to the four most highly compensated executive
officers, other than the chief executive officer. Generally, amounts paid in
excess of $1
6
<PAGE>
million to a covered executive, other than performance-based compensation,
cannot be deducted. In order to qualify as performance-based compensation
under the new tax law, certain requirements must be met, including approval of
the performance measures by the stockholders. The Committee intends to
consider ways to maximize deductibility of executive compensation, while
retaining the discretion the Committee considers appropriate to compensate
executive officers at levels commensurate with their responsibilities and
achievements.
COMPENSATION OF JOHN F. WHITE, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
The Committee established the compensation of John F. White, the President,
Chief Executive Officer and Chairman of the Board of Directors of the Company
for the fiscal year ended March 30, 1996 using the same criteria that were
used to determine the compensation of other executive officers as described
above. Mr. White's salary was increased approximately 4.2% in general
recognition of his individual contribution to the performance of the Company
and his level of responsibility. For the year ended March 30, 1996, the
Company's revenue increased 6% over revenue for the year ended April 1, 1995
and net earnings after taxes increased 7% over net earnings after taxes for
the year ended April 1, 1995. During the year ended March 30, 1996, the
Committee granted Mr. White options for the purchase of 15,000 shares of the
Company's Common Stock at an exercise price of $15.4375 per share. The options
are exercisable commencing one year from the date of grant and vest at the
rate of 25% per year over the four years following the grant. The options
expire on April 21, 2005. In determining the number of shares subject to the
options granted to Mr. White during the fiscal year ended March 30, 1996, the
Committee considered his contributions to the Company's performance, the
options previously granted to him, as well as the potential appreciation in
the market price of the Company's Common Stock over the term of the options.
The Committee views the determination as to the size of stock option grants to
executive officers, including Mr. White, to be an exercise of subjective
judgment by the Committee. In exercising such judgment, the Committee took
into account the factors mentioned above, but did not assign relative weights
to any of such factors.
COMPENSATION COMMITTEE
Sir Stuart Burgess
Jerry E. Robertson
Donna C.E. Williamson
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the fiscal year ended March 30, 1996 the members of the Compensation
Committee were Sir Stuart Burgess, Jerry E. Robertson and Donna C.E.
Williamson. No member of the Compensation Committee was an officer or employee
of the Company or any of its subsidiaries during fiscal 1996.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, or earned by or
paid to the Company's Chief Executive Officer and each of the Company's
executive officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 for all services rendered in all capacities
to the Company and its subsidiaries for the Company's fiscal years ended March
30, 1996, April 1, 1995, and April 2, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- ------------
OTHER
ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(L) BONUS(L) COMPENSATION OPTIONS COMPENSATION(2)
- - --------------------------- ---- --------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John F. White............ 1996 $373,558 -- $ 27,244(3) 15,000 $1,800
President & CEO 1995 358,558 -- 22,863(3) 25,113 --
1994 343,558 $324,000 32,183(3) 35,813 3,000
James L. Peterson........ 1996 $445,203(4) -- $104,398(3)(4)(5) 15,000 --
President, International 1995 374,876(4) -- 129,617(3)(4)(5) 25,113 --
Operations 1994 333,333(4) $391,837(4) 83,333(3)(4)(5) 35,813 $3,000
J. Neal Armstrong (6).... 1996 $273,558 -- $ 50,588(3) 50,000 $1,000
Vice President of 1995 258,077 -- 32,433(3) 41,854 1,000
Finance 1994 238,846 $172,800 29,092(3) 36,563 4,000
John R. Barr............. 1996 $297,596 -- $ 27,993(3) 50,000 $2,800
Executive Vice President 1995 256,635 -- 9,691(3) 41,854 1,000
Brigid A. Makes.......... 1996 $145,968 $ 24,000 $ 9,481(3) 11,500 $2,800
Vice President of
Finance
</TABLE>
- - --------
(1) Salary and bonus amounts are presented in the year earned. The payment of
such amounts may have occurred in other years.
(2) Includes $1,800 paid by the Company with respect to the Savings Plus Plan
in 1996 for Mr. White, Mr. Barr and Ms. Makes and $3,000 paid by the
Company under the Savings Plus Plan in 1994 for Mr. White, Mr. Peterson,
and Mr. Armstrong. Also includes contributions by the Company under its
401(k) plan in the amount of $1,000 for Mr. Armstrong in all years shown,
in the amount of $1,000.00 for Mr. Barr in 1996 and 1995 and in the amount
of $1,000 in 1996 for Ms. Makes.
(3) Includes the following amounts paid by the Company with respect to
vacation hours: (i) accrued in 1996 but not used: for Mr. White $9,402,
Mr. Armstrong $27,267, Mr. Barr $12,147 and Ms. Makes $2,958, (ii) accrued
in 1995 but not used: for Mr. White $5,021 and Mr. Armstrong $9,825 and
(iii) accrued in 1994 but not used: for Mr. White $15,923 and Mr.
Armstrong $12,000. Additionally, includes the following amounts paid by
the Company with respect to company-owned vehicles or auto allowances: (i)
in 1996: for Mr. White $15,520, Mr. Peterson $22,241, Ms. Makes $6,000,
Mr. Armstrong $14,582 and Mr. Barr $10,713, (ii) in 1995: Mr. White
$15,520, Mr. Peterson $19,447, Mr. Armstrong $14,528 and Mr. Barr $6,306
and (iii) in 1994: for Mr. White $14,417, Mr. Peterson $17,551 and Mr.
Armstrong $13,250.
(4) All amounts are Translated into U.S. dollars at the average rate of
exchange during that year.
(5) Includes the following amounts for additional payments relating to
overseas assignment; for 1996 $56,431, for 1995, $67,588 and for 1994,
$61,020.
(6) Mr. Armstrong resigned as Vice President of Finance effective November 3,
1995. The foregoing table includes his compensation for the full year
ended March 30, 1996.
8
<PAGE>
OPTION GRANTS IN FISCAL YEAR ENDED MARCH 30, 1996
The following table provides information on option grants to the executive
officers of the Company listed in the Summary Compensation Table above during
the fiscal year ended March 30, 1996. Pursuant to applicable regulations of
the Securities and Exchange Commission, the table also sets forth the
hypothetical value which might be realized with respect to such options based
on assumed rates of stock appreciation of 5% and 10% compounded annually from
the date of grant to the end of the option term.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------
POTENTIAL REALIZABLE
PERCENTAGE OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION
UNDERLYING EMPLOYEES OR BASE FOR OPTION TERM(2)
OPTIONS IN THE FISCAL PRICE EXPIRATION ---------------------
GRANTED (1) YEAR 1996 PER SHARE DATE 5% 10%
----------- ------------- --------- ---------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
John F. White........... 15,000 2.44 $15.4375 4/21/05 $ 145,628 $ 369,051
James L. Peterson....... 15,000 2.44 $15.4375 4/21/05 $ 145,628 $ 369,051
J. Neal Armstrong....... 50,000 8.14 $15.4375 4/21/05 $ 485,428 $ 1,230,170
John R. Barr............ 50,000 8.14 $15.4375 4/21/05 $ 485,428 $ 1,230,170
Brigid A. Makes......... 11,500 1.87 $15.4375 4/21/05 $ 111,648 $ 282,939
</TABLE>
- - --------
(1) Options are exercisable upon completion of one full year of employment
following the grant date (except in the case of death or retirement) and
vest at the rate of 25% per year over the four years following the grant.
(2) These values are based on assumed rates of appreciation only. Actual
gains, if any, on shares acquired on option exercises are dependent on the
future performance of the Company's Common Stock. There can be no
assurance that the values reflected in this table will be achieved. On May
22, 1996 the closing price of the Company's Common Stock on the New York
Stock Exchange was $19 5/8.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED MARCH 30, 1996 AND OPTION
VALUES AT MARCH 30, 1996
The following table provides information on the value of unexercised options
held by the executive officers listed in the Summary Compensation Table above
at March 30, 1996.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT MARCH 30, 1996 OPTIONS AT MARCH 30, 1996(1)
ACQUIRED VALUE ------------------------- -----------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ---------- ----------- ------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
John F. White........... 0 $ 0 90,040 53,386 $ 6,023 $ 14,929
James L. Peterson....... 0 $ 0 90,040 53,386 $ 6,023 $ 14,929
J.Neal Armstrong........ 135,000 $2,141,950 82,723 83,194 $ 17,460 $ 47,147
John R. Barr............ 14,500 $ 138,765 89,823 83,194 $ 96,057 $ 47,147
Brigid A. Makes......... 0 $ 0 16,189 16,941 $ 3,891 $ 10,719
</TABLE>
- - --------
(1) Value of unexercised stock options represents difference between the
exercise prices of the stock options and the closing price of the
Company's Common Stock on the New York Stock Exchange on March 29, 1996.
9
<PAGE>
COMPARATIVE PERFORMANCE GRAPH
The following graph compares the cumulative total return for the period
commencing with the Company's initial public offering on May 10, 1991 through
March 30, 1996 among the Company, the S&P 500 Index and the S&P Medical
Products and Supplies Index. The graph assumes one hundred dollars invested on
May 10, 1991 in the Company's Common Stock, the S&P 500 Index and the S&P
Medical Products and Supplies Index and also assumes reinvestment of dividends.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
5/10/91 3/31/92 3/31/93 3/31/94 3/31/95 3/31/96
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Haemonetics $100 107 203 168 123 141
S&P 500 $100 110 127 129 149 197
S&P Medical $100 115 102 85 125 185
Products & Supplies
- - --------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders ratify the selection
of Arthur Andersen LLP as independent public accountants to examine the
consolidated financial statements of the Company and its subsidiaries for the
fiscal year ending March 29, 1997. A representative of Arthur Andersen, LLP is
expected to be present at the meeting to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any proposal submitted for inclusion in the Company's Proxy Statement and
form of proxy relating to the 1997 Annual Meeting of Stockholders must be
received at the Company's principal executive offices in Braintree,
Massachusetts on or before February 7, 1997.
OTHER MATTERS
Management knows of no matters which may properly be and are likely to be
brought before the meeting other than the matters discussed herein. However,
if any other matters properly come before the meeting, the persons named in
the enclosed proxy will vote in accordance with their best judgment.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By Order of the Board of Directors
Alicia R. Lopez
Clerk
Braintree, Massachusetts
June 7, 1996
11
<PAGE>
DETACH HERE
- - --------------------------------------------------------------------------------
HAEMONETICS CORPORATION
P PROXY - ANNUAL MEETING OF STOCKHOLDERS
R
O JULY 19, 1996
X
Y The undersigned hereby appoints John F. White, James L. Peterson and
John R. Barr, or any one of them, with full power of substitution,
attorneys and proxies to represent the undersigned at the Annual Meeting of
Stockholders of Haemonetics Corporation to be held Friday, July 19, 1996 at
Boston, Massachusetts and at any adjournment or adjournments thereof, to
vote in the name and place of the undersigned with all the power which the
undersigned would possess if personally present, all of the stock of
Haemonetics Corporation standing in the name of the undersigned, upon such
business as may properly come before the meeting, including the following
as set forth on the reverse side.
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED ON THE REVERSE
SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING IN PERSON.
----------------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
----------------
<PAGE>
HAEMONETICS CORPORATION
Dear Shareholder:
There are two actions to be considered at the annual meeting, July 19, 1996 that
require your vote.
Your vote counts and you are strongly encouraged to exercise your right to vote.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then, please sign the card and return your card in the enclosed, paid
envelope.
Your vote must be received by the annual meeting date of July 19, 1996 to be
considered.
Thank you for your prompt attention to this matter.
Sincerely,
Haemonetics Corporation
DETACH HERE
- - --------------------------------------------------------------------------------
[X] Please mark
votes as in -----
this example. |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. ANY PROXY
HERETOFORE GIVEN BY THE UNDERSIGNED WITH RESPECT TO SUCH STOCK IS HEREBY
REVOKED. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AS SET FORTH IN THE
PROXY STATEMENT AND FOR PROPOSAL 2.
1. ELECTION OF DIRECTORS:
Nominees: John F. White, James L. Peterson,
John R. Barr
[_] FOR [_] WITHHOLD
ALL FROM ALL
NOMINEES NOMINEES
[_]_________________________________________________
(Instruction: To withhold authority from any
individual nominee, write the nominee's name above.)
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE APPOINTMENT OF THE [_] [_] [_]
FIRM OF ARTHUR ANDERSEN LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE
FOR ADDRESS
CHANGE AND [_]
NOTE AT LEFT
Please sign exactly as your name(s) appear on the Proxy. When shares are
held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name
by authorized person.
Signature:___________________Date______ Signature___________________Date______
