SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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
HAEMONETICS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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HAEMONETICS CORPORATION
Notice of Annual Meeting of Stockholders
July 25, 2000
To the Stockholders:
The Annual Meeting of the Stockholders of Haemonetics Corporation
will be held on Tuesday, July 25, 2000 at 9:00 a.m. at the State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts for the
following purposes:
1. To elect three Directors to serve for a term of three years and
until their successors shall be elected and qualified, as more
fully described in the accompanying Proxy Statement.
2. To consider and act upon a proposal to approve the Haemonetics
Corporation 2000 Long-term Incentive Plan.
3. To ratify the selection by the Board of Directors of Arthur
Andersen LLP as independent public accountants for the current
fiscal year.
4. 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 30,
2000 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
/s/ Alicia R. Lopez
------------------------------
Alicia R. Lopez
Clerk
Braintree, Massachusetts
June 19, 2000
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
Tuesday, July 25, 2000, 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 19, 2000.
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 thereon in person or by
proxy at the meeting is required to approve items 2 and 3 listed in the
notice of meeting. Abstentions and "non-votes" are counted as present in
determining whether the quorum requirement is satisfied. 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. Abstentions and broker non-votes will not be taken
into account in determining the outcome of the election of directors.
Abstentions will be counted in the tabulation of votes cast on the other
proposals presented to stockholders, while broker non-votes will not be
counted.
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 may retain a
proxy solicitation firm to aid in soliciting proxies from its stockholders.
The fees of any such firm are not expected to exceed $5,000 plus
reimbursement of out-of-pocket expenses.
The Company's principal executive offices are located at 400 Wood
Road, Braintree, Massachusetts 02184-9114, telephone number (781) 848-7100.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on May 30, 2000
are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding and entitled to vote 25,265,611 shares of Common
Stock with a par value of $.01 per share. Each outstanding share entitles
the record holder to one vote.
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. Sir Stuart Burgess, N. Colin Lind, and Ronald G. Gelbman are
currently serving in the class of directors whose terms expire at this
Annual Meeting. It is proposed that Sir Stuart Burgess, N. Colin Lind, and
Ronald G. Gelbman 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. If any 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. The nominees are not
related to each 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 2003:
Sir Stuart Burgess 71 1992 Since January, 1998, Chairman of the Company. Since
1995, Chairman of Finsbury Worldwide Pharmaceutical
Trust plc, an investment trust specializing in the
pharmaceutical industry. From 1990 to 1997 Chairman
of the Anglia & Oxford Region of the U.K. National
Health Service. From 1993 to 1997, Director of
Anagen plc and from 1990 to 1996, Director 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.
Ronald G. Gelbman 52 2000 Recently retired Johnson & Johnson Executive Committee Member and
Worldwide Chairman, Health Systems & Diagnostics. Previously, was
Worldwide Chairman, Pharmaceuticals and Diagnostics, Johnson &
Johnson. Member of the Board of Trustees at Rollins College and the
Board of Advisors at the privately-held internet software company,
Neuvis.
N. Colin Lind 44 1998 Since 1986, with Blum Capital Partners L.P., a strategic equity
investment firm with approximately 16% ownership in Haemonetics.
Currently Managing Partner for the firm responsible for about $1.8
billion in assets under management. Previously, Vice President of
R.H. Chappel & Co. and Vice President of Research at two regional
brokerage firms, Davis Skaggs, Inc. and Wheat First Securities.
Currently serves as Director of Scott Technologies, Inc. and
privately held companies, Kinetic Concepts and Smarte Carte.
Serving a term ending in 2001:
Yutaka Sakurada 67 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. and
from 1985 to 1989, Director of Kuraray Co., Ltd., a diversified
synthetic fiber manufacturer and a distributor of the Company's
products. From 1988 to 1996, Vice Chairman, Japanese Society for
Biomaterials.
Donna C.E. Williamson 47 1993 Since May, 1999, Managing Director and Sr. VP, ABN Amro Private
Equity, an equity investing partnership. From 1996 to 1999, an
independent consultant. From 1993 to 1996 Corporate Senior Vice
President of Caremark International, Inc., a leading provider of
diversified health care services throughout the United States and
in other countries. Corporate Vice President at Caremark from 1992
to 1993 and Corporate Vice President at Baxter International from
1983 to 1992 responsible for strategy, business development and
health cost management businesses. Director of PSS World Medical,
Inc., the American Red Cross of Greater Chicago, and Wellmed, Inc.
Harvey G. Klein M.D 57 1998 Since 1983, Chief of the Department of Transfusion Medicine at the
Warren G. Magnuson Clinical Center of the National Institutes of
Health. Previously held other senior level positions with NIH.
Internationally recognized for his contributions to the transfusion
discipline. Currently serves on several Boards, including as
President-elect, American Association of Blood Banks and Chairman
of the Panel for Blood and Blood Products of the US Pharmacopeia
(USP). Previously, President of the American Society for Apheresis
and Director of the World Apheresis Association.
Serving a term ending in 2002:
James L. Peterson 57 1985 Since January, 1998, President and Chief Executive Officer of the
Company. From 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.
Benjamin L. Holmes 65 1998 Since December 1994, President of the Holmes Co., specializing in
health care with a focus on the device industry. Previously, from
1985 to 1994, Vice President, Hewlett-Packard Medical Products
Group. From 1983 to 1985, General Manager, Hewlett-Packard Medical
Products Group. Director of Project HOPE and UCLA Foundation.
</TABLE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND DIRECTOR COMPENSATION
During the last fiscal year, there were 6 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
held while he or she was a director, 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 cash fee of $10,000. Ronald G. Gelbman however, as he was
elected to the Board of Directors effective January 25, 2000, received a
cash fee of $2,500. In addition to this director fee, each outside
director, except Ronald G. Gelbman and Sir Stuart Burgess was granted,
during the last fiscal year, an option to purchase up to 9,000 shares of
Common Stock of the Company. Mr. Gelbman was granted, during the last
fiscal year, an option to purchase up to 6,000 shares of Common Stock of
the Company. Sir Stuart Burgess, as compensation for his additional duties
performed as Chairman of the Board, was paid a base fee of $45,000 which he
elected to receive in the form of $20,000 in cash and the remainder in
options to purchase 6,732 shares of the Company's common stock. Sir Stuart
was also granted additional options to purchase up to 30,000 shares of
Common Stock of the Company and he received $1,000 per day for each day
devoted to Chairman responsibilities (or a total of $58,000 for the fiscal
year ended April 1, 2000.)
The Board of Directors has a Compensation and Management Development
Committee (the "Compensation Committee") composed of independent directors
who are not employees of the Company. The members of the Compensation
Committee are Sir Stuart Burgess, Donna C.E. Williamson, Benjamin L.
Holmes, N. Colin Lind and Ronald G. Gelbman. 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 four times during the past fiscal year
and on other occasions took action by written consent.
The Board of Directors also has an Audit Committee. The members of
the Audit Committee are Donna C.E. Williamson, Benjamin L. Holmes, Ronald
G. Gelbman and Sir Stuart Burgess. The Audit Committee 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 four meetings of the Audit Committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 15, 2000, 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>
Sir Stuart Burgess(1) Common Stock 135,732 .54%
James L. Peterson(2) Common Stock 1,336,532 5.28%
Ronald J. Ryan(3) Common Stock 58,879 .23%
Michael P. Mathews(4) Common Stock 215,510 .85%
Bruno Deglaire(5) Common Stock 128,269 .51%
Yutaka Sakurada(6) Common Stock 78,378 .31%
Peter A. Tomasulo, M.D.(7) Common Stock 41,290 .16%
Ronald G. Gelbman(8) Common Stock 15,000 .06%
Donna C.E. Williamson(9) Common Stock 47,800 .19%
Benjamin L. Holmes(10) Common Stock 26,500 .10%
Harvey G. Klein M.D.(11) Common Stock 24,000 .09%
N. Colin Lind(12) Common Stock 3,990,400 15.78%
State of Wisconsin Investment Board(13) Common Stock 2,385,500 9.44%
Wellington Management(14) Common Stock 3,007,050 11.90%
Blum Capital Partners, L.P.(15) Common Stock 3,990,400 15.78%
Neuberger & Berman(16) Common Stock 1,964,338 7.77%
Vanguard Specialized portfolios, Inc.(17) Common Stock 1,983,900 7.85%
All executive officers and directors
as a group (12 persons)(18) Common Stock 6,098,290 24.10%
--------------------
<F1> Includes 132,232 shares which Sir Stuart has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 15, 2000. Does not include 3,500 shares held
in trust for the benefit of Sir Stuart's children. Sir Stuart
disclaims beneficial ownership of such shares.
<F2> Does not include 46,150 shares held in trust for the benefit of
Mr. Peterson's children, 3,300 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 494,605 shares which Mr. Peterson has the
right to acquire upon exercise of options currently exercisable or
exercisable within 60 days of May 15, 2000.
<F3> Consists of 58,879 shares which Mr. Ryan has the right to acquire
upon exercise of options currently exercisable or exercisable within
60 days of May 15, 2000.
<F4> Includes 164,664 shares which Mr. Mathews has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 15, 2000.
<F5> Consists of 128,269 shares which Mr. Deglaire has the right to
acquire upon the exercise of options currently exercisable or
exercisable within 60 days of May 15, 2000.
<F6> Includes 76,797 shares which Dr. Sakurada has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 15, 2000.
<F7> Consists of 41,290 shares which Dr. Tomasulo has the right to
acquire upon the exercise of options currently exercisable or
exercisable within 60 days of May 15, 2000.
<F8> Consists of 15,000 shares which Mr. Gelbman has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 15, 2000.
<F9> Includes 46,500 shares which Ms. Williamson has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 15, 2000.
<F10> Includes 25,500 shares which Mr. Holmes has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 15, 2000.
<F11> Consists of 24,000 shares which Dr. Klein has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 15, 2000.
<F12> Includes 24,000 shares which Mr. Lind has the right to acquire upon
the exercise of options currently exercisable or exercisable within
60 days of May 15, 2000. Also includes, 3,966,400 shares owned
directly by four investment advisory clients for which Blum Capital
Partners, L.P. is the investment adviser with voting and investment
discretion, three limited partnerships for which Blum Capital
Partners is the general partner, and one limited partnership for
which RCBA GP, L.L.C. ("RCBA GP") is the general partner. Mr. Lind
is a director and officer of RCBA Inc. (the general partner of RCBA
L.P.), an officer of RCBA L.P., and a managing member of RCBA GP.
Mr. Lind disclaims beneficial ownership of these shares except to
the extent of any pecuniary interest therein.
<F13> This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 2, 2000. The
reporting entity's address is 121 East Wilson Street, Madison,
WI 53707.
<F14> This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 11, 2000. The
reporting entity's address is 75 State Street, Boston, MA 02109.
<F15> Includes information derived from the last Schedule 13D filed with
the Securities and Exchange Commission as of May 21, 1999, and the
shares described in footnote (12) which Mr. Lind has the right to
acquire upon the exercise of options currently exercisable or
exercisable within 60 days of May 15, 2000. The reporting entity's
address is 909 Montgomery Street, #400, San Francisco, CA 94133
<F16> This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 3, 2000. The
reporting entity's address is 605 Third Avenue, New York, NY
10158-3698.
<F17> This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission as of February 4, 2000. The
reporting entity's address is 100 Vanguard Boulevard, VM #V34,
Malvern, PA 19355.
<F18> Includes 1,231,736 shares which executive officers and directors
have the right to acquire upon the exercise of options currently
exercisable or exercisable within 60 days of May 15, 2000.
</TABLE>
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.
COMPENSATION AND MANAGEMENT DEVELOPMENT 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
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 April 1, 2000 were made early in the fiscal year.
In arriving at the base salaries paid to the Company's executive
officers for the year ended April 1, 2000, the Committee considered their
individual contributions to the performance of the Company, 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.
To more closely align executive compensation with stock ownership, in
May 2000, the Company's Compensation Committee approved a change in the
form of payment of fiscal year 2000 and 2001 executive bonuses earned under
the quarterly bonus program. As a result of the change, the executives in
fiscal year 2000 were required to elect the portion of their eligible
fiscal year 2000 bonus that they wish to be paid in the form of grants to
purchase the Company's Common Stock in lieu of cash. The percentage of
bonus to be paid in the form of grants to purchase the Company's Common
Stock was required to be a minimum of fifty percent of the total eligible
bonus amount. All of the executives listed on the summary compensation
table elected to convert 50% of their eligible bonus to option grants to
purchase the Company's Common Stock. For fiscal year 2001, the executives
are required to elect that 50% of their year 2001 bonus is to be paid in
the form of grants to purchase the Company's Common Stock in lieu of cash.
During the fiscal year ended April 1, 2000, the Company's quarterly
bonus program was tied to the achievement by the Company and by individual
business units of predetermined goals relating primarily to operating
margin and balance sheet measures. Under the program, attainment of these
predetermined goals resulted in payment of bonuses.
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 April 1, 2000) is included
in the tables following this report. In determining the number of options
granted to executive officers during the last fiscal year ended April 1,
2000, the Committee made a subjective assessment of the past and potential
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 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. In its deliberations, the Committee considers ways to
maximize deductibility of executive compensation, but nonetheless retains
the discretion to compensate executive officers at levels the Committee
considers commensurate with their responsibilities and achievements.
Compensation of Chief Executive Officer
In accordance with the approval of the Compensation and Management
Development Committee in May 1999, Mr. Peterson received a salary for the
fiscal year ended April 1, 2000 of $430,744. The Committee did not grant
Mr. Peterson any new options to purchase shares of the Company's Common
Stock during the fiscal year ended April 1, 2000. Included in the options
granted to Mr. Peterson during fiscal years ended March 28, 1998 and April
3, 1999, were options to purchase 300,000 shares of the Company's Common
Stock. These 300,000 options were granted as a two-year grant on Mr.
Peterson's appointment to Chief Executive Officer. The options vest
beginning one year from the grant date at a rate of 25% per year over the
four years following the grant (except in the case of death, termination or
retirement). Years 2, 3 and 4 of the vesting schedule can be accelerated
effective one year from the grant date based upon the attainment of certain
stock fair market values as follows: 25% upon stock value appreciation to
$21.00 per share, 25% upon stock value appreciation to $26.00 per share and
25% upon stock value appreciation to $31.00 per share.
At the May 2000 Compensation Committee meeting, Mr. Peterson was
granted options to purchase up to 280,000 shares of the Company's Common
Stock. This grant is a two-year grant in anticipation of Company
performance during both fiscal years 2001 and 2002 vesting 50% on March 31,
2001 and 50% on March 31, 2002.
Mr. Peterson was not part of a bonus program during the fiscal year
ended April 1, 2000. However, in recognition of the Company's performance
during the fiscal year ended April 1, 2000, the Compensation and Management
Development Committee in May 2000 awarded Mr. Peterson a cash bonus of
$172,990.
COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE
Sir Stuart Burgess
Donna C.E. Williamson
Benjamin L. Holmes
N. Colin Lind
Ronald G. Gelbman
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the fiscal year ended April 1, 2000 the members of the
Compensation Committee were Sir Stuart Burgess, Donna C.E. Williamson,
Benjamin L. Holmes, N. Colin Lind, Jerry E. Robertson (until November 1,
1999) and effective January 25, 2000, Ronald G. Gelbman. No member of the
Compensation Committee was an officer or employee of the Company or any of
its subsidiaries during fiscal year 2000.
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
as executive officers to the Company and its subsidiaries for the Company's
fiscal years ended April 1, 2000, April 3, 1999 and March 28, 1998.
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>
James L. Peterson 2000 $430,744(4) $172,990 $504,091(3)(4)(5) 0
President & CEO 1999 $394,658(4) $150,000 $176,642(3)(4)(5) 91,574
1998 $369,945(4) - $ 91,085(3)(4)(5) 330,000
Mr. Ronald J. Ryan 2000 $264,370 $ 77,031 $ 9,571(3) 46,508 $6,000
CFO & Sr. Vice President, 1999 $249,995 $ 81,775 $ 9,332(3) 50,000
Finance
Michael P. Mathews 2000 $244,431 $ 13,644 $294,470(3)(5) 18,217 $6,000
President, Blood Bank 1999 $237,776 $ 40,311 $173,479(3)(5) 49,000 $6,000
Division 1998 $220,080 - $230,293(5) 69,177 $3,000
Bruno Deglaire 2000 $273,712 $ 8,274 $ 22,350(3)(4)(5) 35,982
President, European and 1999 $267,582 $ 80,231 $ 28,253(3)(4)(5) 52,500
Asian Field Operations 1998 $263,362 $ 30,476 $ 28,461(3)(4)(5) 46,640
Peter A. Tomasulo, M.D. 2000 $258,381 $ 15,201 $ 82,422(3)(4)(5) 41,581
President, Surgical Division
--------------------
<F1> Salary and bonus amounts are presented in the year earned. The
payment of such amounts may have occurred in other years.
<F2> Includes discretionary contributions paid by the Company with respect
to the Company's 401(k) Plan: i) in 1998: for Mr. Mathews $2,000. No
discretionary contributions were made by the Company with respect to
the Savings Plus Plan in 2000 or 1999. Also includes matching
contributions by the Company under its 401(k) Plan: (i) in 2000: for
Mr. Mathews $6000, for Mr. Ryan $6000, (ii) in 1999: for Mr. Mathews
$6,000, (iii) in 1998: for Mr. Mathews $1,000.
<F3> Includes the following amounts paid by the Company with respect to
vacation hours: (i) accrued in 2000 but not used: for Mr. Mathews
$4,727, (ii) accrued in 1999 but not used: for Mr. Mathews $9,267.
Additionally, includes the following amounts paid by the Company with
respect to company-owned vehicles or auto allowances: (i) in 2000:
for Mr. Peterson $23,673, for Mr. Deglaire $16,791, for Mr. Mathews
$15,284, for Mr. Ryan $6,850, for Mr. Tomasulo $15,858 (ii) in 1999:
for Mr. Peterson $23,765, for Mr. Deglaire $18,025, for Mr. Ryan
$5,282, (iii) in 1998: for Mr. Peterson $17,741, for Mr. Deglaire
$17,741.
<F4> All amounts are translated into U.S. dollars using average monthly
exchange rates.
<F5> Includes the following amounts for additional payments relating to
living abroad: (i) in 2000: for Mr. Mathews $268,581, for Mr.
Tomasulo $51,569 (ii) in 1999: for Mr. Mathews $162,855 (iii) in
1998: for Mr. Peterson $64,352, for Mr. Mathews $228,936. Includes
the following amounts for housing allowances for Mr. Peterson: in
2000 $65,198, in 1999 $104,938. Includes the following amounts for
travel allowances (i) in 2000: for Mr Peterson $59,642, Mr. Deglaire
$2,602, (ii) in 1999: for Mr. Peterson $2,018, for Mr. Deglaire 8,384
(iii) in 1998: for Mr. Deglaire $8,252. Includes $337,235 in tax
equalization payments for Mr. Peterson in 2000. Includes $33,333 in
one time relocation expenses for Mr. Peterson in 1999.
</TABLE>
Option Grants in Fiscal Year Ended April 1, 2000
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 April 1, 2000. 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(3)
Options in the Fiscal Price Expiration --------------------------
Granted Year 1999 Per Share Date 5% 10%
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Peterson - - - - - -
Michael P. Mathews 18,217(1) 1.68 $15.875 5/3/09 $181,873.10 $460,902.15
Bruno Deglaire 20,982(1) 1.94 $15.875 5/3/09 $209,478.04 $530,858.48
15,000(2) 1.38 $15.875 5/3/09 $149,755.53 $379,509.92
Peter A. Tomasulo, M.D. 6,581(1) 0.61 $15.875 5/3/09 $ 65,702.74 $166,503.65
10,000(2) 0.92 $15.875 5/3/09 $ 99,837.02 $253,006.62
25,000(2) 2.31 $17.750 10/27/09 $279,071.99 $707,223.22
Ronald J. Ryan 26,508(1) 2.45 $15.875 5/3/09 $264,647.98 $670,669.94
20,000(2) 1.84 $15.875 5/3/09 $199,674.04 $506,013.23
--------------------
<F1> Options are exercisable upon completion of one full year of
employment following the grant date (except in the case of death,
termination or retirement) and vest at the rate of 50% per year over
the two years following the grant date.
<F2> Options are exercisable upon completion of one full year of
employment following the grant date (except in the case of death,
termination or retirement) and vest at the rate of 25% per year over
the four years following the grant date.
<F3> 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 15, 2000 the closing price of the Company's Common
Stock on the New York Stock Exchange was 20 15/16.
</TABLE>
Aggregated Option Exercises in Fiscal Year
Ended April 1, 2000 and Option Values at March 31, 2000
The following table provides information on the value of unexercised
options held by the executive officers listed in the Summary Compensation
Table above at April 1, 2000.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options at April 1, 2000 Options at March 31, 2000(1)
Acquired Value ---------------------------- ------------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Peterson 0 $0 485,855 114,145 $2,675,739.43 $708,159.91
Michael P. Mathews 0 $0 144,567 80,250 $ 705,350.47 $420,489.73
Bruno Deglaire 0 $0 104,591 87,358 $ 561,884.36 $489,023.95
Peter A. Tomasulo, M.D. 0 $0 27,332 76,583 $ 133,470.90 $410,547.73
Ronald J. Ryan 0 $0 37,500 109,008 $ 220,527.05 $647,821.68
--------------------
<F1> 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 31,
2000.
</TABLE>
COMPARATIVE PERFORMANCE GRAPH
The following graph compares the cumulative total return for the five
year period commencing March 31, 1995 through March 31, 2000 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 March 31, 1995 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.
<TABLE>
<CAPTION>
3/31/95 3/31/96 3/31/97 3/31/98 3/31/99 3/31/00
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Haemonetics Corporation $100 115 122 124 108 155
S&P 500 $100 132 158 234 278 327
S&P Medical Products & Supplies $100 149 163 236 310 323
</TABLE>
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 31, 2001. A representative of
Arthur Andersen, LLP is expected to be present at the meeting to respond to
appropriate questions.
APPROVAL OF 2000 LONG-TERM INCENTIVE PLAN
There will be presented at the meeting a proposal to approve the
Haemonetics Corporation 2000 Long-term Incentive Plan (the "Plan"), which
was adopted by the Board of Directors on May 2, 2000. The Board of
Directors recommends that the stockholders approve the Plan. Set forth
below is a summary of the principal provisions of the Plan, a copy of which
may be obtained from the Clerk of the Company upon request.
The Company believes that it is in the best interests of its
stockholders to adopt incentive compensation programs which align the
interests of key employees with those of the stockholders. The Company's
1992 Long-term Incentive Plan will terminate in August, 2002. The Company's
1990 Stock Option Plan terminated March 30, 2000. Accordingly, the Company
believes it is necessary to adopt the Plan so that the Company will be able
to continue to offer an incentive compensation program which will be
attractive to current and prospective key employees. Upon approval of the
Plan by the stockholders, no further options will be granted under the 1992
Long-term Incentive Plan or under the Company's 1998 Stock Option Plan for
Non-Employee Directors. Options granted under both plans will continue to
remain outstanding under the terms thereof.
Purpose. The Plan is intended to promote the interests of the Company
and its stockholders by strengthening the Company's ability to attract and
retain competent employees and to encourage ownership of the Company's
stock by employees, directors, consultants and advisers of the Company and
its subsidiaries upon whose efforts and initiative the growth and success
of the Company depends. The Plan permits the grant of stock options, which
may be either incentive stock options meeting the requirements of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code") or non-
qualified options which are not intended to meet the requirements of the
Code and stock awards. Shares issued under the Plan may be authorized but
unissued shares of Common Stock or shares of Common Stock held in the
Treasury.
Number of Shares. The maximum number of shares of the Company's
Common Stock available for stock options and stock awards granted under the
Plan through the end of the Company's 2001 fiscal year is 6,000,000 shares
of Common Stock. In addition, for each fiscal year of the Company
thereafter, the number of shares of Common Stock available for grants of
stock options and stock awards under the Plan shall be increased
cumulatively by 2% of the total number of issued and outstanding shares of
the Company's Common Stock (including shares held in the treasury) as of
the first day of such fiscal year. Nevertheless, the maximum cumulative
number of shares of Common Stock available for grants of incentive stock
options under the Plan shall be 6,000,000. The maximum number of shares
available for grants is subject to adjustment for capital changes.
Awards granted under the Plan reduce the number of shares of Common
Stock available for grant under the Plan by two shares for every share
which is the subject of an award. To the extent that any option or stock
award lapses, terminates, expires or otherwise is cancelled without the
issuance of shares of Common Stock or any stock award is settled in cash,
the shares of Common Stock covered by such grants are again available for
the granting of stock options or stock awards. If any such stock option is
exercised through the full or partial payment of shares of Common Stock
owned by the optionee, shares equal in number to those tendered by the
optionee are added to the maximum number of shares available for future
grants under the Plan. The payment of stock dividends and dividend
equivalents settled in Common Stock in connection with outstanding awards
is not counted against the shares available for issuance under the Plan.
It is not possible to state the employees who will receive stock
options or awards under the plan in the future, nor the amount of options
or awards which will be granted thereunder. Reference is made to the
section entitled "Executive Compensation" in this Proxy Statement for
information concerning options granted to and exercised by the named
executive officers during the most recent fiscal year and options
outstanding at April 1, 2000.
Administration. The Plan is administered by the Compensation and
Management Development Committee (the "Committee") consisting of two or
more members of the Company's Board of Directors. The present members of
the Committee are Sir Stuart Burgess, N. Colin Lind, Benjamin L. Holmes,
Donna C. E. Williamson, and Ronald G. Gelbman.
Termination and Amendment. Unless sooner terminated, the Plan shall
terminate ten years from May 2, 2000, the date upon which it was originally
adopted by the Board of Directors. The Board of Directors may at any time
terminate the Plan or make such modification or amendment as it deems
advisable; provided however that the Board of Directors may not, without
the approval of the stockholders of the Company, make any change in the
Plan which requires stockholder approval under applicable law or
regulations. The Committee may terminate, amend or modify any outstanding
option or award without the consent of the option or award holder, provided
however that, without the consent of the optionee, the Committee shall not
change the number of shares subject to an option, nor the exercise price
thereof, nor extend the term of such option.
Eligibility to Participate. The Plan provides that options designated
as incentive stock options may be granted only to officers and employees of
the Company or any subsidiary. Options designated as non-qualified options
may be granted to officers, directors, employees, consultants and advisers
of the Company or any of its subsidiaries. Stock awards under the Plan may
be granted to employees, directors, consultants and advisors of the Company
and its subsidiaries. In determining a person's eligibility to be granted
an option or stock award, the Committee takes into account the person's
position and responsibilities, the nature and value to the Company or its
subsidiaries of such person's service and accomplishments, such person's
present and potential contribution to the success of the Company or its
subsidiaries, and such other factors as the Committee deems relevant. The
maximum number of shares of the Company's Common Stock with respect to
which an option or award may be granted under the Plan to any employee in
any one fiscal year of the Company shall not exceed 500,000 shares (in the
aggregate for all such options or awards taken together), taking into
account shares subject to options and awards granted and terminated, or re-
priced, during such fiscal year, subject to adjustment for capital changes.
Terms and Provisions of Options. Options granted under the Plan are
exercisable at such times and during such period as is set forth in the
option agreement, but no incentive stock option granted under the Plan can
have a term in excess of ten years from the date of grant. The option
agreement may contain such provisions and conditions (including pre-
established performance objectives and forfeiture of option gain for
competition with the Company) as may be determined by the Committee. The
option exercise price for incentive stock options granted under the Plan
must be equal to the fair market value of the Company's Common Stock at the
time the option is granted. The option exercise price for non-qualified
options granted under the Plan is determined by the Committee. Options
granted under the Plan may provide for the payment of the exercise price by
delivery of cash or shares of Common Stock of the Company owned by the
optionee and acceptable to the Committee having a fair market value equal
in amount to the exercise price of the options being exercised, by using
the proceeds of a recourse loan from the Company to pay the exercise price,
or any combination thereof.
Stock awards made under the Plan may be made in either stock or
denominated in stock subject to final settlement in cash or stock. Each
stock award granted shall be subject to such terms and conditions as the
Committee in its sole discretion shall determine and establish. These may
include, but are not limited to, requiring forfeiture of the stock award
because of termination of employment or failure to achieve specific
objectives such as measures of individual business unit or Company
performance, including stock price appreciation. The Committee may provide
that a stock award earn dividends or dividend equivalents, which may be
paid currently or may be deferred in payment, including reinvestment in
additional shares covered by the applicable stock award, all on such terms
and conditions as the Committee may deem appropriate. The recipient of a
stock award must execute an Award Agreement in such form as the Committee
determines. The Award Agreement may require that for any or some of the
shares issued, the awardee must pay a minimum consideration, whether in
cash, property or services, as may be required by applicable law or the
Committee. A stock award may be granted singularly or in combination or in
tandem with another stock award or stock option. A stock award may also be
granted as the payment form in settlement of a grant or right under any
other employee benefit or compensation plan, including the plan of an
acquired entity.
Except as provided in the option agreement, the right of any optionee
to exercise an option granted under the Plan is not assignable or
transferable by such optionee otherwise then by will or the laws of descent
and distribution, and any such option shall be exercisable during the
lifetime of such optionee only by him or her. Except as otherwise provided
in the Award Agreement, no award granted to any person under the Plan is
assignable or transferable otherwise than by will or the laws of descent
and distribution.
Recapitalizations, Reorganizations, Change in Control. The Plan
provides that the number and kind of shares as to which options,
performance awards and other stock awards may be granted thereunder and as
to which outstanding options or awards or portions thereof then unexercised
shall be exercisable shall be adjusted to prevent dilution in the event of
any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, spin-off,
distribution of assets or dividends payable in capital stock. In addition,
unless otherwise determined by the Committee in its sole discretion, in the
case of any sale or conveyance to another entity of all or substantially
all of the property and assets of the Company or a Change in Control as
defined in the Plan, the purchaser of the Company's assets or stock may
deliver to the optionee the same kind of consideration that is delivered to
the shareholders of the Company as a result of such sale, conveyance or
Change in Control or the Committee may cancel all outstanding options in
exchange for consideration in cash or in kind, which consideration shall be
equal in value to the value of those shares of stock or other securities
the optionee would have received had the option been exercised (to the
extent then exercisable) and no disposition of the shares acquired upon
such exercise has been made prior to such sale, conveyance or Change in
Control, less the option price therefor. The Committee may provide in any
option agreement that the vesting of any options shall automatically
accelerate in full or in part upon such a sale, conveyance or Change in
Control.
The Committee shall also have the power to accelerate the
exercisability of any options, notwithstanding any limitations in the Plan
or in the option agreement, upon such a sale, conveyance or Change in
Control. To the extent permitted by law, upon such a sale, conveyance or
Change in Control the Committee may, in its sole discretion, amend any
award agreement issued under the Plan in such manner as it deems
appropriate, including without limitation, by amendments that advance the
dates upon which any or all outstanding awards shall become free of
restrictions or shall become issued or payable, or that advance the dates
upon which any or all outstanding awards shall terminate. Change in Control
is defined in the Plan as having occurred if any person, or any two or more
persons acting as a group, and all affiliates of such person or persons,
who prior to such time owned less than 35% of the then outstanding Common
Stock of the Company, shall acquire such additional shares of the Company's
Common Stock in one or more transactions, or series of transactions, such
that following such transaction or transactions, such person or group and
affiliates beneficially own 35% or more of the Company's Common Stock
outstanding.
Upon dissolution or liquidation of the Company, all options granted
under the Plan shall terminate, but each optionee shall have the right,
immediately prior to such dissolution or liquidation, to exercise his or
her options to the extent then exercisable. The Committee shall have the
right to accelerate the vesting of any award or take such other action with
respect thereto as the Committee shall in its sole discretion determine in
the event of any contemplated dissolution or liquidation of the Company.
In the case of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, liquidation or other similar
transaction to which Section 424(a) of the Code applies, the Committee may
grant an option or options upon such terms and conditions as it may deem
appropriate for the purpose of assumption of the outstanding options, or
substitution of new options for the outstanding option, in conformity with
provisions of Section 424(a) of the Code and the regulations thereunder,
and any such action shall not reduce the number of shares otherwise
available for issuance under the Plan. Similarly, the Committee may make
similar adjustments or substitutions for outstanding awards.
The high and low sales prices of the Company's Common Stock on the
New York Stock Exchange on May 15, 2000 were $21 3/8 and $20 3/8,
respectively.
TAX EFFECTS OF PLAN PARTICIPATION
Options granted under the Plan are intended to be either incentive
stock options, as defined in Section 422 of the Code, or non-qualified
stock options.
Incentive Stock Options. Except as provided below with respect to the
alternative minimum tax, the optionee will not recognize taxable income
upon the grant or exercise of an incentive stock option. If the optionee
holds the shares received pursuant to the exercise of the option for at
least one year after the date of exercise and for at least two years after
the option is granted, the optionee will recognize long-term capital gain
or loss upon the disposition of the stock measured by the difference
between the option exercise price (the stock's basis) and the amount
received for such shares upon disposition.
In the event that the optionee disposes of the stock prior to the
expiration of the required holding periods (a "disqualifying disposition"),
the optionee generally will realize ordinary income equal to the difference
between the exercise price and the lower of the fair market value of the
stock at the date of the option exercise or the sale price of the stock.
The basis in the stock acquired upon exercise of the option will equal the
amount of income recognized by the optionee plus the option exercise price.
Upon eventual disposition of the stock, the optionee will recognize long-
term or short-term capital gain or loss, depending on the holding period of
the stock and the difference between the amount realized by the optionee
upon disposition of the stock and the optionee's basis in the stock.
For alternative minimum tax purposes, the excess of the fair market
value of stock on the date of the exercise of the incentive stock option
over the exercise price of the option is included in alternative minimum
taxable income for alternative minimum tax purposes. If the alternative
minimum tax applies to the optionee, an alternative minimum tax credit may
reduce the regular tax upon eventual disposition of the stock.
The Company will not be allowed an income tax deduction upon the
grant or exercise of an incentive stock option. Upon a disqualifying
disposition by the optionee of shares acquired upon exercise of the
incentive stock option, the Company will be allowed a deduction in an
amount equal to the ordinary income recognized by the optionee.
Under proposed regulations issued by the Internal Revenue Service,
the exercise of an option with previously acquired stock of the Company
will be treated as, in effect, two separate transactions. Pursuant to
Section 1036 of the Code, the first transaction will be a tax-free exchange
of the previously acquired shares for the same number of new shares. The
new shares will retain the basis and, except, as provided below, the
holding periods of the previously acquired shares. The second transaction
will be the issuance of additional new shares having a value equal to the
difference between the aggregate fair market value of all of the new shares
being acquired and the aggregate option exercise price for those shares.
Because the exercise of an incentive stock option does not result in the
recognition by the optionee of income, this issuance will also be tax-free
(unless the alternative minimum tax applies, as described above). The
optionee's basis in these additional shares will be zero and the optionee's
holding period for these shares will commence on the date on which the
shares are transferred. For purposes of the one and two-year holding period
requirements which must be met for favorable incentive stock option tax
treatment to apply, the holding periods of previously acquired shares are
disregarded.
Non-qualified Stock Options. As in the case of incentive stock
options, no income is recognized by the optionee on the grant of a non-
qualified stock option. On the exercise by an optionee of a non-qualified
option, generally the excess of the fair market value of the stock when the
option is exercised over its cost to the optionee will be (a) taxable to
the optionee as ordinary income and (b) deductible for income tax purposes
by the Company. The optionee's tax basis in his stock will equal his cost
for the stock plus the amount of ordinary income the optionee had to
recognize with respect to the non-qualified stock option.
The Internal Revenue Service will treat the exercise of a non-
qualified stock option with already owned stock of the Company as two
transactions. First, there will be a tax-free exchange of the old shares
for a like number of shares under Section 1036 of the Code, with such
exchanged shares retaining the basis and holding period of the old shares.
Second, there will be an issuance of additional new shares having a value
equal to the difference between the fair market value of all new shares
being acquired (including the exchanged shares and the additional new
shares) and the aggregate option price for those shares. The employee will
recognize ordinary income under Section 83 of the Code, in an amount equal
to the fair market value of the additional new shares (i.e., the spread on
the option). The additional new shares will have a basis equal to the fair
market value of the additional new shares.
Accordingly, upon a subsequent disposition of stock acquired upon the
exercise of a non-qualified stock option, the optionee will recognize
short-term or long-term capital gain or loss, depending upon the holding
period of the stock equal to the difference between the amount realized
upon disposition of the stock by the optionee and the optionee's basis in
the stock.
For all options, different tax rules may apply if the optionee is
subject to Section 16 of the Securities Exchange Act of 1934.
STOCKHOLDER PROPOSALS
Any proposal submitted for inclusion in the Company's Proxy Statement
and form of proxy relating to the 2001 Annual Meeting of Stockholders must
be received at the Company's principal executive offices in Braintree,
Massachusetts on or before February 19, 2001. In accordance with the
provisions of Rule 14a-4(c) promulgated under the Securities Exchange Act
of 1934, if the Company does not receive notice of a shareholder proposal
to be raised at its 2001 Annual Meeting on or before May 4, 2001, then in
such event, the management proxies shall be allowed to use their
discretionary voting authority when the proposal is raised at the 2001
Annual Meeting.
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
/s/ Alicia R. Lopez
------------------------------
Braintree, Massachusetts Alicia R. Lopez
June 19, 2000 Clerk
DETACH HERE
PROXY
HAEMONETICS CORPORATION
Proxy-Annual Meeting of Stockholders
July 25, 2000
The undersigned hereby appoints Sir Stuart Burgess and James L.
Peterson 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 Tuesday, July 25, 2000 at State
Street Bank & Trust Company, 225 Franklin Street, 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 SEE REVERSE
SIDE SIDE
HAEMONETICS CORPORATION
Dear Shareholder:
There are three actions to be considered at the annual meeting, July 25,
2000 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 it in the enclosed, paid
envelope.
Your vote must be received by the annual meeting date of July 25, 2000 to
be considered.
Thank you for your prompt attention to this matter.
Sincerely,
/s/ Alicia R. Lopez
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 PROPOSALS 2 AND 3.
1. ELECTION OF DIRECTORS:
Nominees: (01) Sir Stuart Burgess, (02) N. Colin Lind and
(03) Ronald G. Gelbman
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ]
---------------------------------------------------------------
For the single nominee written above by the undersigned stockholder
2. To approve the Haemonetics Corporation 2000 Long-term Incentive Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To ratify the selection by the Board of Directors of Arthur Andersen
LLP as independent public accountants for the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. 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(s) on the Proxy. When shares are
held by joint tenants, both should sign. When signing as attorney,
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:
-------------- -------- -------------- --------
