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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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Oxboro Medical International, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
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previously. Identify the previous filing by registration statement number,
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[LOGO]
February 12, 1998
TO ALL SHAREHOLDERS OF OXBORO
MEDICAL INTERNATIONAL, INC.
Dear Shareholder:
As you may know, Kenneth W. Brimmer and Gary Copperud, two shareholders of
the Company, have nominated themselves for the Board positions currently held by
Larry A. Rasmusson, Oxboro's Chief Executive Officer and Chief Financial
Officer, and Dennis L. Mikkelson, Oxboro's Corporate Secretary. We believe that
it would be a SERIOUS MISTAKE to elect Mr. Brimmer or Mr. Copperud to the Board
of Directors. As we see it, the reasons are compelling:
RESULTS HAVE IMPROVED DRAMATICALLY
Since Mr. Rasmusson became Chief Executive Officer in June, 1997, the
Company's performance has improved dramatically:
- On May 30, 1997, the shares were trading at $ 15/16 per share; on February
11, 1998, the price closed at $2 -- an increase of 113%
- Oxboro was listed as one of the Top 10 Price Gainers in the upper
midwest's small cap stocks in THE PROFITS JOURNAL, November, 1997.
- During the recently completed first quarter of fiscal year 1998, earnings
were 2 1/2 times the earnings in the prior year's first quarter.
- Fiscal year 1997 sales for Oxboro Medical increased 8%;
- Fiscal year 1997 sales for Oxboro Outdoors increased approximately 211%;
- Cash flow turned positive during the second half of fiscal year 1997;
- Bank debt was reduced from a high of $550,000 to approximately $44,000 by
December 31, 1997;
- Oxboro Outdoors has obtained a license from Major League Baseball to
produce products bearing the logos and indicia of the 30 Major League
Baseball teams; and
- Oxboro Outdoors has renewed its license with NFL Properties for an
additional two years.
BRIMMER AND COPPERUD -- SOME OF WHAT THEY HAVEN'T TOLD YOU
We believe Messrs. Brimmer and Copperud could have been more forthright with
you about their backgrounds, including the following trail of judgments and
other legal and business problems:
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SHAREHOLDER LAWSUITS
Mr. Brimmer chose not to tell you about at least four separate shareholder
lawsuits which were filed against him and other officers and directors of
Rainforest Cafe, Inc. in January of 1998. Some of those lawsuits accuse Mr.
Brimmer and the other officers and directors of Rainforest Cafe, Inc., a
publicly-held company based in Hopkins, Minnesota, of illegally selling
shares in that company on the basis of inside information they obtained as
officers or directors. Mr. Brimmer is President, and was formerly the
Treasurer, of Rainforest Cafe, Inc. At least one of the complaints alleges
that Mr. Brimmer sold 39,400 shares of Rainforest Cafe, Inc. stock, almost
80% of his holdings, at prices ranging from $35.00 to $35.38, for over $1.3
million, approximately two and one-half months before Rainforest Cafe, Inc.
announced disappointing results and the share price dropped almost 50%, to
$18 3/8.
BUSINESS PROBLEMS
Mr. Brimmer might have told you that he was president of Oberweis
Securities, a broker/ dealer that ultimately was liquidated by the
Securities Investors Protection Corporation (SIPC) in 1990, but he chose not
to.
Gary Copperud has a civil judgment against him in the amount of $361,693.25
in favor of KRG Investment Limited Partnership. That judgment remains
unsatisfied.
From about December 1989 to about September 1993, Gary W. Copperud had an
unsatisfied judgment owed to Norwest Bank, Minnesota in the amount of
approximately $49,922.37.
From about March 7, 1991 until about June 1993, Gary W. Copperud had an
outstanding judgment owed to Larkin Hoffman Daly & Lindgren in the
approximate amount of $21,913.97.
Gary W. Copperud had a judgment by default in the amount of $7,555.99
entered against him in favor of Graham, Erickson & Moeller. That judgment
remains unsatisfied.
Gary W. Copperud had a judgment by default entered against him in the amount
of $15,441.75 in favor of Mahoney & Walling, P.A. That judgment remains
unsatisfied.
IRS JUDGMENT
From about January 31, 1990 to about February 3, 1994, Gary W. Copperud had
an unsatisfied judgment against him owed to the Internal Revenue Service in
the amount of approximately $19,072.
PERSONAL ISSUES
Mr. Brimmer didn't tell you that he filed for personal bankruptcy in March,
1991.
Gary W. Copperud had a judgment by default in the amount of $24,727.29
entered against him in favor of United Federal Savings Bank. That judgment
remains partially unsatisfied.
Kenneth W. Brimmer, at one time, had a civil judgment against him in the
approximate amount of $8,078.00 to Elizabeth Laing Brimmer, his ex-wife, for
failure to pay child support.
Kenneth W. Brimmer pleaded guilty in January of 1991 to operating a vehicle
without insurance.
Gary William Copperud was charged in September 1989 with four counts of
maintaining an unsafe building.
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BRIMMER AND COPPERUD LACK RELEVANT EXPERIENCE
Based upon their proxy materials, neither Mr. Brimmer nor Mr. Copperud has
any experience in any of the businesses in which Oxboro is involved. Further, it
does not appear that Mr. Brimmer and Mr. Copperud have any specific programs or
plans to enhance shareholder value.
We are confident that the steps already taken by your board, including
removing the previous CEO and incurring substantial expenses in fiscal 1997 to
end his contract -- and approving Mr. Rasmusson as the new CEO -- have already
placed the Company on the path to future success. In fact, we believe that the
just reported first quarter results -- earnings were 2 1/2 times those of last
year's first quarter -- illustrate that the current strategic plan is already
improving results at Oxboro and will lead to improved shareholder value.
We urge you to vote FOR the election of Messrs. Rasmusson and Mikkelson on
Management's WHITE Management Proxy card. PLEASE DO NOT RETURN A BLUE PROXY. If
you have already voted a blue Proxy you may change your vote by returning a
later dated WHITE Proxy.
If you would like to discuss any issues in greater detail, please call the
Company's Investor Relations Department at (612) 755-9516, or call our Proxy
Solicitor, the Altman Group, Inc. at (212) 681-9600 (call collect).
THE BOARD OF DIRECTORS
OF OXBORO MEDICAL
INTERNATIONAL, INC.
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IMPORTANT
DO NOT DELAY
PLEASE DATE, SIGN AND COMPLETE THE
WHITE PROXY CARD
AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE, PLEASE CONTACT:
THE ALTMAN GROUP
SUITE 1241
60 EAST 42ND STREET
NEW YORK, NY 10165
212-681-9600 -- CALL COLLECT
