<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section 240.14a-11(c) or Section
240.14a-12
QUIDEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
QUIDEL CORPORATION
10165 McKellar Court
San Diego, CA 92121
(619) 552-1100
July 2, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on Tuesday, July 27, 1999, at 10:00 a.m., at the Wyndham Garden
Hotel, 5975 Lusk Boulevard, San Diego, California 92121. At this meeting you
will be asked to consider and vote upon the election of seven nominees to the
Board of Directors and such other matters as may come before the meeting.
Enclosed are the Notice of the Annual Meeting, the Proxy Statement, and a copy
of Quidel's Annual Report to Stockholders.
You are urged to vote on, date, sign and return the enclosed proxy in the
enclosed prepaid envelope addressed to American Stock Transfer and Trust
Company, our agent, to ensure that your shares will be represented at the
meeting. Prompt response is helpful, and your cooperation will be appreciated.
YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY
OR ATTEND THE ANNUAL MEETING IN PERSON.
The Board of Directors and the officers of Quidel look forward to seeing you at
the meeting.
Sincerely yours,
/s/ Andre de Bruin
Andre de Bruin
Vice Chairman,
President and Chief Executive Officer
<PAGE>
QUIDEL CORPORATION
10165 MCKELLAR COURT
SAN DIEGO, CA 92121
(619) 552-1100
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 27, 1999
Dear Quidel Stockholder:
The annual meeting of Stockholders of Quidel Corporation will be held on
Tuesday, July 27, 1999, at 10:00 a.m., at the Wyndham Garden Hotel located at
5975 Lusk Boulevard, San Diego, California 92121, for the following purposes:
1. To elect seven directors to the Board of Directors to serve for the
ensuing year and until their successors are elected; and
2. To transact other business properly presented at the meeting or any
adjournments or postponements of the meeting.
Only stockholders of record at the close of business on May 31, 1999 are
entitled to receive notice of and to vote at the meeting and any adjournment of
the meeting.
The Board of Directors of Quidel Corporation recommends that the stockholders
vote for the seven nominees for the Board of Directors named in the accompanying
Proxy Statement.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOU ARE URGED TO
SIGN, DATE AND OTHERWISE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU
ATTEND THE MEETING AND WISH TO DO SO, YOU MAY VOTE YOUR SHARES IN PERSON EVEN IF
YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.
By Order of the Board of Directors,
/s/ Charles J. Cashion
Charles J. Cashion,
Senior Vice President, Corporate Operations,
Chief Financial Officer and Secretary
San Diego, California
July 2, 1999
<PAGE>
QUIDEL CORPORATION
10165 MCKELLAR COURT
SAN DIEGO, CALIFORNIA 92121
(619) 552-1100
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 27, 1999
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Quidel Corporation, a Delaware corporation, for use
at the 1999 Annual Meeting of Stockholders to be held on Tuesday, July 27, 1999,
and at any and all adjournments and postponements of the meeting. This Proxy
Statement and the accompanying form of proxy will be first mailed to
stockholders on or about July 2, 1999. Proxies allow properly designated
individuals to vote on your behalf at the meeting.
We will pay for the cost of preparing, assembling and mailing the Notice of
Annual Meeting of Stockholders, Proxy Statement and form of proxy and the
solicitation of proxies, estimated to be approximately $10,000. Proxies may be
solicited in person or by telephone or facsimile by personnel of Quidel who will
not receive any additional compensation for such solicitations. Quidel will pay
brokers or other persons holding stock in their name or the names of their
nominees for the expenses of forwarding soliciting material to their principals.
VOTING
The close of business on May 31, 1999 has been fixed as the record date (the
"Record Date") for determining which stockholders are entitled to notice of and
to vote at the meeting. On the Record Date, 23,822,491 shares of Quidel's voting
common stock were outstanding. Each share of common stock is entitled to one
vote on any matter that may be presented for consideration and action by the
stockholders at the meeting. A quorum is required to transact business at the
meeting. The holders of a majority of the outstanding shares of common stock on
the Record Date and entitled to be voted at the meeting, present in person or by
proxy, will constitute a quorum for the transaction of business at the meeting
and any adjournments and postponements of the meeting. Abstentions and broker
non-votes are counted for the purpose of determining the presence or absence of
a quorum for the transaction of business. Abstentions are counted in tabulations
of the votes cast on proposals presented to stockholders, whereas broker
non-votes are not counted for purposes of determining whether a proposal has
been approved.
Unless otherwise designated, each proxy will be voted FOR the seven nominees for
election as directors named below. The seven nominees receiving the highest
number of votes at the meeting will be elected. Where the stockholder has
appropriately directed how the proxy is to be voted, it will be voted according
to the stockholder's directions. Any stockholder has the power to revoke his or
her proxy at any time before it is voted at the meeting by submitting a written
notice of revocation to the Secretary of Quidel or by filing a duly executed
proxy bearing a later date. The proxy will not be voted if the stockholder who
executed it is present at the meeting and elects to vote in person the shares
represented by the proxy. Attendance at the meeting will not by itself revoke a
proxy.
3
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
Quidel's directors are to be elected at each annual meeting of stockholders. At
the meeting, seven directors will be elected to serve until the next annual
meeting of stockholders and until their successors are elected and qualified.
The nominees receiving the greatest number of votes at the meeting, up to seven
directors, will be elected. THE BOARD OF DIRECTORS OF QUIDEL RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE SEVEN NOMINEES NAMED BELOW FOR THE BOARD OF DIRECTORS.
The nominees for election as directors at the meeting set forth in the table
below are all incumbent directors. The Board of Directors currently intends to
appoint Richard C.E. Morgan to continue as the Chairman of the Board provided
that he is reelected. In addition, the Board of Directors currently intends to
appoint Andre de Bruin to continue as the Vice Chairman of the Board provided
that he is reelected. Each of the nominees has consented to serve as a director
if elected. Unless authority to vote for any director nominee is withheld in a
proxy, it is intended that each proxy will be voted FOR the nominee. If any of
the nominees for director should before the meeting become unable to serve if
elected, it is intended that shares represented by proxies will be voted for
such substitute nominees as may be recommended by Quidel's existing Board of
Directors, unless other directions are given in the proxies.
<TABLE>
<CAPTION>
DIRECTOR SINCE
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION (FISCAL YEAR)
---------------- --- -------------------- -------------
<S> <C> <C> <C>
Richard C.E. Morgan 55 Managing Partner, Amphion Capital 1991
Management, L.L.C.
Andre de Bruin 52 Vice Chairman, President and Chief 1998
Executive Officer, Quidel Corporation
John D. Diekman, Ph.D. 56 Managing Director, Bay City Capital, L.L.C. 1988
Thomas A. Glaze 52 Chief Executive Officer, Metabolex, Inc. 1979
Margaret G. McGlynn, R.Ph. 39 Senior Vice President, Worldwide Human 1996
Health Marketing, Merck & Co., Inc.
Mary Lake Polan, M.D., Ph.D. 55 Professor and Chair, Department of 1993
Gynecology and Obstetrics, Stanford
University School of Medicine
Faye Wattleton 55 President, Center for Gender Equality 1994
</TABLE>
RICHARD C.E. MORGAN has been a director of Quidel since May 1990 and Chairman
since July 1995. Since January 1998, Mr. Morgan has been the Managing Member of
Amphion Capital Management, L.L.C., a private equity and venture capital firm
and the successor company to the asset management division of James D.
Wolfensohn, Inc. Since 1986, he has been a Managing Member of Amphion Partners
L.L.C. (formerly Wolfensohn Partners L.P.), a venture capital partnership that
is the general partner of Amphion Ventures L.P. (formerly Wolfensohn Associates
L.P.). Mr. Morgan is currently chairman and a director of AXCESS, Inc., a RFID
security systems company, a director of Celgene Corporation, a biopharmaceutical
company, a director of ChromaVision Medical Systems, Inc., a medical diagnostics
company, a director of Indigo N.V., a digital printing systems company, and is
chairman and a director of several private technology and healthcare companies.
Mr. Morgan is also a director of ORBIS International, Inc., a non-profit
organization dedicated to fighting blindness worldwide.
4
<PAGE>
ANDRE DE BRUIN was appointed President and Chief Executive Officer of Quidel on
June 9, 1998. Since June 23, 1997, Mr. de Bruin has been Vice Chairman of the
Board and a part-time employee. Prior to joining Quidel, Mr. de Bruin was
President and Chief Executive Officer of Somatogen, Inc., a biopharmaceutical
company, since July 1994. He was elected Chairman of the Board of Somatogen in
January 1996. Baxter International, Inc. acquired Somatogen in May 1998. Prior
to joining Somatogen, Mr. de Bruin was Chairman, President and Chief Executive
Officer of Boehringer Mannheim Corporation, a U.S. subsidiary of Corange Ltd., a
private, global health care corporation. He held that position since 1989. Mr.
de Bruin serves on the Board of Directors of Diametrics Medical, Inc., a public
company that manufactures and markets proprietary critical care blood and tissue
analysis systems, and Metabolex, Inc., a privately held company founded to
develop therapeutics for diabetes and related metabolic diseases. He has been
involved in the global health care industry for more than twenty-eight years in
pharmaceuticals, devices and diagnostics.
JOHN D. DIEKMAN, Ph.D. is a managing director of Bay City Capital, L.L.C., an
investment banking company. Dr. Diekman is currently a director of Affymax N.V.,
a pharmaceutical company, and Chairman of Affymetrix Inc., a genomics and gene
chip company. He also serves as a director of LJL Biosystems, a laboratory
systems manufacturer, Metabolex, Inc., a pharmaceutical development company and
Hilltop Laboratories, a site management organization. Dr. Diekman is Chairman of
the Board of The Scripps Research Institute. Dr. Diekman was President and Chief
Operating Officer of Quidel from April 1988 until 1991.
THOMAS A. GLAZE, a co-founder of Quidel, has been a director since April 1979
and was appointed Chairman of the Board in December 1980, a position he held
until April 1992. Mr. Glaze served as President of Monoclonal Antibodies, Inc.,
the predecessor of the Company, from April 1979 to April 1988 and Chief
Executive Officer from April 1988 to January 1991. Mr. Glaze is currently Chief
Executive Officer of Metabolex, Inc., a pharmaceutical development company, and
a director of Fluitek Corporation, a distributor of industrial fluid filter
elements.
MARGARET G. MCGLYNN, R.Ph. serves as the Senior Vice President of Worldwide
Human Health Marketing at Merck & Co., Inc., where she is responsible for
providing marketing and overall commercial leadership to the development of
Merck human health products and franchises on a global basis. Prior to assuming
her current responsibilities, Ms. McGlynn served as Senior Vice President of
Health and Utilization Management at Merck-Medco Managed Care. She also
previously held several positions at Merck in the U.S. Pharmaceutical division,
including sales, marketing, business development and managed care marketing.
MARY LAKE POLAN, M.D., Ph.D. has served as the Chair of the Department of
Gynecology and Obstetrics at Stanford University School of Medicine since 1990.
She received her Bachelor of Science Degree from Connecticut College, followed
by a Ph.D. in Molecular Biophysics and Biochemistry, and an M.D. from Yale
University School of Medicine. She remained at Yale New Haven Hospital for her
residency in Obstetrics and Gynecology, followed by a Reproductive Endocrine
Fellowship. She was on the faculty at Yale University until 1990, when she
joined Stanford University. She is a practicing clinical Reproductive
Endocrinologist with a research interest in ovarian function and granulosa cell
steroidogenesis. More recently, her interests have been in the interaction
between the immune and endocrine systems and the role of monokines in
reproductive events. Dr. Polan also serves on the Medical Advisory Board of
Vivus, Inc., a public company developing a treatment for impotence, and on the
Board of Directors of American Home Products, Metra Biosystems, Inc., a public
company that manufactures and markets products regarding the metabolism of bone
and other connective tissues, (Quidel has recently signed a definitive agreement
to acquire Metra Biosystems, Inc. in an all cash tender offer), and ChromaVision
Medical Systems, Inc.
FAYE WATTLETON brings to the Board of Directors over 25 years of experience as a
leader and administrator in the fields of women's health and reproductive
rights. She is past president of the Planned Parenthood Federation of America.
Since 1995, she has been President of the Center for Gender Equality, a research
and education institution, and since 1985, President of Mefel Associates, a
management consulting firm. She was inducted into the National Women's Hall of
Fame in 1993. Ms. Wattleton received her Bachelor of Science Degree in nursing
from Ohio State University and her Master of Science Degree from Columbia
University in midwifery and maternal and infant health. She is the holder of 12
honorary doctorates. She presently serves on the Board of Directors of Estee
Lauder Companies, Empire Blue Cross and Blue Shield, Biotechnology General, and
The Henry J. Kaiser Family Foundation.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors held a total of seven meetings during the fiscal year
ended March 31, 1999 ("fiscal 1999").
5
<PAGE>
EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors consisted of Mr. Morgan, Mr.
de Bruin, Roger F. Greaves and Rockell N. Hankin. Mr. Greaves and Mr. Hankin
were members of the Executive Committee until their resignations on June 9,
1998. The Executive Committee met one time, May 8, 1998, during fiscal 1999 and
disbanded in July 1998 upon the appointment of Mr. de Bruin as President and
Chief Executive Officer.
AUDIT COMMITTEE
During fiscal 1999, the Audit Committee of the Board of Directors consisted of
Dr. Diekman, Mr. Glaze and Ms. Wattleton. Dr. Diekman has been Chairman of the
Audit Committee since July 1998. The Audit Committee recommends engagement of
the independent auditors and approves the services performed by the auditors. In
addition, the Audit Committee reviews and evaluates Quidel's accounting
principles and its system of internal accounting controls. The Audit Committee
met two times in fiscal 1999.
NOMINATING AND COMPENSATION COMMITTEE
From April 1, 1998 to June 9, 1998, the Compensation Committee of the Board
consisted of Ms. McGlynn, Dr. Polan, Mr. Greaves and Mr. Hankin. Mr. Greaves was
Chairman of the Compensation Committee and Mr. Hankin was a member of the
Compensation Committee until their resignations on June 9, 1998. Mr. Morgan was
appointed Chairman of the Compensation Committee in July 1998 and was acting
Chairman since June 9, 1998. On July 28, 1998, the Compensation Committee was
changed to the Nominating and Compensation Committee and consisted of Mr. Morgan
(Chairman), Ms. McGlynn and Dr. Polan. The Compensation Committee reviews and
approves Quidel's compensation policies. The Compensation Committee met four
times during fiscal 1999. The report of the Compensation Committee begins on
page 13.
All directors attended more than 75% of the aggregate of all meetings of the
Board of Directors and the committees, if any, upon which the directors served.
DIRECTOR COMPENSATION
Directors who are not employees of Quidel receive an annual retainer of $12,000,
except for the Chairman of the Board who receives an annual retainer of $18,000.
In addition, non-employee directors receive a meeting fee of $1,500 per meeting.
The chairman of each committee of the Board of Directors also receives an annual
retainer of $1,000.
Ms. Wattleton is currently serving as a consultant to Quidel. She received a
total of $10,000 for consulting services rendered during fiscal 1999.
Mr. de Bruin served as a part-time employee of Quidel until June 9, 1998, when
he was appointed President and Chief Executive Officer by the Board of
Directors.
Under Quidel's 1996 Non-Employee Directors Plan, each non-employee director is
automatically granted a one-time option to purchase 40,000 shares of common
stock (subject to a four-year quarterly vesting schedule) upon election or
appointment to the Board of Directors. All such options are granted at exercise
prices equal to the fair market value of the common stock on the date of grant.
As of March 31, 1999, options to purchase 240,000 shares of common stock under
the plan were outstanding.
NOTICE REQUIREMENTS APPLICABLE TO STOCKHOLDER NOMINATIONS
The bylaws of Quidel provide that any stockholder entitled to vote for the
election of directors at a meeting may nominate persons for election as
directors only if timely written notice of such stockholder's intent to make
such nomination is given, either by personal delivery or United States mail,
postage prepaid, to the Secretary, Quidel Corporation, 10165 McKellar Court, San
Diego, California 92121. To be timely, a stockholder's notice must be delivered
to, or mailed and received at, the address provided above, not less than 60 days
nor more than 90 days prior to the scheduled annual meeting. However, if less
than 60 days' notice or prior public disclosure of the date of the scheduled
annual meeting is given or made, notice by the stockholder, to be timely, must
be received not later than the close of business on the 10th day following the
day on which the notice of the date of the scheduled annual meeting was mailed
or the day on which the public disclosure was made. A stockholder's notice to
the Secretary must set forth: (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director, (i) the person's
name, age, business address and residence
6
<PAGE>
address, (ii) the person's principal occupation or employment, (iii) the class
and number of shares of capital stock beneficially owned by the person, and (iv)
any other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934; and (b) as to the stockholder giving
the notice (i) the name and address of the stockholder, as they appear on
Quidel's records, and (ii) the class and number of shares of stock that are
beneficially owned by the stockholder on the date of the stockholder notice.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of the Quidel's common stock
beneficially owned as of May 31, 1999 by (i) those known to be the beneficial
owners of more than five percent (5%) of the outstanding common stock, (ii) each
of the present directors and nominees for director, (iii) each executive
officer, and a former officer that was not serving as an officer at the end of
the fiscal 1999, named in the Summary Compensation Table herein and (iv) all
directors and executive officers as a group.
On May 31, 1999 there were 23,822,491 shares of common stock outstanding.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF COMMON STOCK(1)
-----------------------------
NUMBER
NAME OF SHARES PERCENT(2)
---- --------- ----------
<S> <C> <C>
BENEFICIAL OWNERS
Larry N. Feinberg (3).................................. 2,266,100 9.51%
c/o Oracle Investment Management, Inc.
712 Fifth Avenue, 45th Floor
New York, New York
Morgan Investment Corporation(4)....................... 1,658,254 6.96%
60 Wall Street, New York, New York
DIRECTORS
Richard C.E. Morgan(5)................................. 1,020,847 4.28%
Andre de Bruin(6)...................................... 258,320 1.07%
John D. Diekman, Ph.D.(7).............................. 59,427 *
Thomas A. Glaze(8)..................................... 273,940 1.15%
Margaret G. McGlynn, R.Ph.(9).......................... 35,000 *
Mary Lake Polan, M.D., Ph.D.(10)....................... 52,900 *
Faye Wattleton(11)..................................... 47,000 *
NAMED EXECUTIVE OFFICERS
Charles J. Cashion..................................... -- *
Charles H. Bowden(12).................................. 37,500 *
Mark E. Paiz(13)....................................... 17,109 *
John D. Tamerius(14)................................... 77,445 *
Robin G. Weiner(15).................................... 54,004 *
Lauren G. Otsuki(16)................................... 107,898 *
Steven C. Burke (17) .................................. 208,250 *
All directors and executive officers
as a group (14 persons)(18)......................... 2,249,640 9.09%
</TABLE>
- ---------
* Less than one percent
(1) Except for voting powers held jointly with a person's spouse, represents
sole voting and investment power unless otherwise indicated.
7
<PAGE>
(2) The percentage ownership for each stockholder is calculated by assuming the
exercise or conversion of all warrants, rights, options and convertible
securities held by such holder exercisable or convertible within 60 days of
the Record Date, and the non-exercise and non-conversion of all other
outstanding warrants, rights, options and convertible securities.
(3) Based on his Schedule 13G dated December 31, 1998, in which Larry N.
Feinberg reported the beneficial ownership of 2,266,100 shares of common
stock. The Schedule 13G reports that Larry N. Feinberg has sole power to
vote or direct the vote and dispose or direct the disposition of 2,234,300
of the shares, and that there is no shared voting or dispositive power with
respect to any of the shares.
(4) Based on its Schedule 13G dated February 13, 1999, wherein J.P. Morgan &
Co. Incorporated, J.P. Morgan Capital Corporation, and J.P. Morgan
Investment Corporation reported the beneficial ownership of 1,658,254
shares of common stock. The Schedule 13G reports that these three have
shared power to vote or direct the vote and dispose or direct the
disposition of all 1,658,254 shares.
(5) Includes 824,747 outstanding shares of common stock held by Amphion
Partners L.L.C. (formerly Wolfensohn Partners L.P.), 10,000 outstanding
shares of common stock held by Antiope Partners L.L.C. and 61,100
outstanding shares of common stock held by Amphion Investments L.L.C. Mr.
Morgan may be deemed to have voting and investment power as to all of the
shares held by Amphion Partners L.L.C., Antiope Partners L.L.C. because of
his position as general partner of the sole general partner of both Amphion
Partners L.L.C. and Antiope Partners L.L.C., and Amphion Investments L.L.C.
Mr. Morgan disclaims beneficial ownership as to all these shares. Also
includes 50,000 shares of common stock issuable to Mr. Morgan upon exercise
of options that are exercisable on or within 60 days after the Record Date.
(6) Includes 256,820 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date. Mr. de
Bruin previously served as a part-time employee of Quidel. As a part-time
employee, Mr. de Bruin received a nonstatutory stock option to purchase up
to 300,000 shares of common stock, at an exercise price equal to 100% of
the fair market value on the date of grant. Mr. de Bruin's part-time
employment ended as of June 9, 1998, when he was appointed President and
Chief Executive Officer. The terms of the offer made to Mr. de Bruin
included the cancellation and termination of the existing 300,000 options
and the issuance of a new grant of options to purchase up to 1,428,420
shares of the common stock. These options vest as follows: 25,000 options
vested immediately, 927,280 options will vest ratably over four years at a
rate of 6.25% per quarter (i.e. 57,955 shares per quarter) and the
remaining 476,140 options will vest after four years, or earlier, upon
Quidel's attainment of performance milestones agreed upon by the Board of
Directors and Mr. de Bruin. The first 30,769 stock options to vest in any
calendar year, until all of the 927,280 options are vested, will be
Incentive Stock Options. The remaining options that vest in a calendar year
will be non-qualified options.
(7) Includes 46,000 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(8) Includes 46,000 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(9) Includes 30,000 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(10) Includes 52,000 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(11) Includes 47,000 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(12) Includes 37,500 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(13) Includes 14,500 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
8
<PAGE>
(14) Includes 62,489 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(15) Includes 34,889 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(16) Includes 83,892 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(17) Includes 156,760 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(18) All directors and named executive officers as a group, including 917,850
shares of common stock issuable upon exercise of options that are
exercisable on or within 60 days after the Record Date.
All information with respect to beneficial ownership of the shares referred to
in this section is based on filings made by the respective beneficial owners
with the Securities and Exchange Commission or information provided to Quidel by
the beneficial owners.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued by Quidel
to (i) its present and former Chief Executive Officer, (ii) the other five most
highly compensated executive officers who were serving as of March 31, 1999,
(iii) an officer who would have been highly compensated but for the fact he
joined Quidel in the latter half of fiscal 1999 and (iv) a former officer who
would have been a highly compensated officer but for the fact he was not serving
as an officer at the end of fiscal 1999.
<TABLE>
<CAPTION>
COMPENSATION AWARDS
ANNUAL COMPENSATION -------------------------------
------------------------- ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY($)(1) BONUS ($) OPTIONS(#) COMPENSATION ($)
- ---------------------------- ----- ------------ --------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Andre de Bruin(2)................. 1999 361,286 -- 1,428,420 173,495
President and Chief 1998 66,923 -- -- --
Executive Officer 1997 -- -- -- --
Steven T. Frankel(3).............. 1999 227,899 -- -- --
Former President and 1998 272,092 83,000 150,000 --
Chief Executive Officer 1997 256,986 -- 75,000 --
Charles J. Cashion(4) ............ 1999 60,000 20,000 225,000 --
Senior Vice President, 1998 -- -- -- --
Corporate Operations, Chief 1997 -- -- -- --
Financial Officer and Secretary
Charles H. Bowden(5) ............. 1999 125,426 25,000 200,000 14,211
Chief Medical Officer and Vice 1998 -- -- -- --
President, Infectious Diseases 1997 -- -- -- --
Mark E. Paiz(6)..................... 1999 132,590 6,000 52,000 --
Vice President, Operations 1998 -- -- -- --
1997 -- -- -- --
John D. Tamerius................... 1999 174,265 -- 15,000 --
Vice President, Research and 1998 144,104 21,615 25,000 --
Development 1997 136,731 -- 25,000 --
--
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION AWARDS
ANNUAL COMPENSATION -------------------------------
------------------------- ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY($)(1) BONUS ($) OPTIONS(#) COMPENSATION ($)
- ---------------------------- ----- ------------ --------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Robin G. Weiner..................... 1999 146,432 -- 15,000 --
Vice President, Clinical 1998 135,309 20,296 25,000 --
Development and Regulatory Affairs 1997 121,686 -- 25,000 --
Lauren G. Otsuki(7).............. 1999 186,650 -- 15,000 --
Former Vice President and 1998 176,349 26,452 -- --
Business Manager, International 1997 166,777 -- 40,000 --
Steven C. Burke(8)................ 1999 174,950 -- 15,000 --
Former Vice President, 1998 158,212 23,732 25,000 --
Finance and Administration 1997 149,532 -- 25,000 --
Chief Financial Officer
</TABLE>
(1) The amounts shown include cash compensation the executive officers earned
and received, or deferred pursuant to Quidel's 401(k) Plan. Quidel did not
make any contributions to executive officers' accounts under the 401(k)
Plan for the periods April 1, 1996 to March 31, 1999.
(2) At the meeting of the Board of Directors on June 9, 1998, the Board voted
to appoint Mr. de Bruin President and Chief Executive Officer. Pursuant to
the terms of the offer made to Mr. de Bruin, he is employed at will, with
an annual salary of $370,000 that commenced on July 6, 1998. Mr. de Bruin
will receive the benefits offered to all Quidel executive officers. In
addition to those benefits, Quidel agreed to pay the costs of Mr. de
Bruin's relocation to the San Diego area and provide an unsecured bridge
loan to enable Mr. de Bruin to purchase a residence in San Diego. Mr. de
Bruin repaid the bridge loan, plus interest, in March 1999. A portion of
the relocation assistance was taxable and Quidel "grossed-up" the taxable
amounts based on the applicable federal and state tax rates. The total
compensation relating to Mr. de Bruin's relocation amounted to $173,495.
(3) Mr. Frankel resigned from his positions as President and Chief Executive
Officer as of March 2, 1998. Pursuant to the terms of his Employment
Agreement dated March 3, 1998, Mr. Frankel was available to provide
services until December 31, 1998.
(4) Pursuant to an Employment Agreement dated December 14, 1998, Mr. Cashion
joined Quidel as Senior Vice President, Corporate Operations, Chief
Financial Officer and Secretary, with an annual salary of $225,000. In
addition, Mr. Cashion received a signing bonus of $20,000. Mr. Cashion is
employed at will, and will receive the benefits offered to all Quidel
executive officers.
(5) Pursuant to an Employment Agreement dated September 1, 1998, Dr. Bowden
joined the Company as Chief Medical Officer and Vice President, Infectious
Diseases with an annual salary of $215,000. In addition, Dr. Bowden
received a signing bonus of $25,000. Dr. Bowden is employed at will, and
will receive the benefits offered to all Quidel executive officers. In
addition to those benefits, Quidel agreed to (1) pay the costs of Dr.
Bowden's relocation to the San Diego area, including temporary living costs
and reasonable costs associated with the purchase of a new home, such as
allocable closing costs and financing costs and (2) reimburse Dr. Bowden
for all mortgage interest, property taxes, reasonable property maintenance
costs and reasonable selling and closing costs associated with the
relocation. To the extent that any of the relocation assistance will be
deemed taxable income to Dr. Bowden, Quidel has agreed to "gross-up" the
taxable amounts based on the applicable federal and state tax rates. Total
compensation relating to Dr. Bowden's relocation for fiscal 1999 was
$14,211.
(6) Mr. Paiz was appointed Vice President, Operations as of June 9, 1998. In
addition, Mr. Paiz received a signing bonus of $6,000.
(7) Ms. Otsuki resigned from her position as Vice President and Business
Manager, International as of May 7, 1999.
(8) Mr. Burke resigned from his positions as Vice President, Finance and
Administration and Chief Financial Officer as of September 8, 1998.
Pursuant to the terms of his Employment Agreement dated September 8, 1998,
Mr. Burke is available to provide services until August 31, 2001.
10
<PAGE>
OPTION GRANTS IN FISCAL 1999
The following table summarizes options granted to the following executive
officers during fiscal 1999, and the value of the options held by these officers
at the end of fiscal 1999. Quidel does not grant Stock Appreciation Rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION GRANT DATE
NAME (#/SH)(1) 1999(2) ($/SH)(3) DATE(4) PRESENT VALUE($)(5)
- ---- ---------------------------- ------------ ------------ -----------------------
<S> <C> <C> <C> <C> <C>
Andre de Bruin........... 1,428,420 55.8% $ 3.250 6/09/2008 $ 3,101,243
Charles J. Cashion....... 225,000 8.8% 2.219 12/14/2008 292,050
Charles H. Bowden........ 200,000 7.8% 2.563 9/01/2008 342,440
Mark E. Paiz............. 12,000 2.969 4/28/2008 23,485
25,000 3.250 6/09/2008 54,278
15,000 2.0% 3.375 7/28/2008 33,030
John D. Tamerius......... 15,000 0.6% 3.375 7/28/2008 33,030
Robin G. Weiner.......... 15,000 0.6% 3.375 7/28/2008 33,030
Lauren G. Otsuki......... 15,000 0.6% 3.375 7/28/2008 33,030
Steven C. Burke.......... 15,000 0.6% 3.375 7/28/2008 33,030
- ----------
</TABLE>
(1) Except for options granted to Mr. de Bruin (see "Security Ownership of
Certain Beneficial Owners and Management"), all options granted in fiscal
1999 vest annually over a four-year period commencing on the date of grant.
The exercise price of the above options is equal to the fair market value
of the common stock on the date of grant.
(2) Options representing a total of 2,559,720 shares of common stock
were granted to employees in fiscal 1999.
(3) The exercise price on the date of grant was equal to 100% of the fair
market value.
(4) The options have a term of ten years, subject to earlier termination
related to the termination of employment.
(5) The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions used for grants in 1999: risk free interest rate of
5.00%, expected option life of 5.8 years, expected volatility of 0.72 and a
dividend rate of zero. Option valuation using a Black-Scholes-based option
pricing model generates a theoretical value based upon certain factors and
assumptions. Therefore, the value of a stock option, if any, is dependent
on the future price of the stock, overall stock market conditions and
continued service with Quidel, since options remain exercisable for only a
limited period following retirement, death or disability. The values
reflected in this table or any other value may not be achieved.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND OPTION VALUES AT THE END OF
FISCAL YEAR 1999
The following table sets forth information for the following executive officers
regarding the exercise of stock options in fiscal 1999 and the number of stock
options exercisable and unexercisable at the end of fiscal 1999. There were no
options in-the-money at the end of fiscal 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED
ACQUIRED OPTIONS AT END OF FISCAL 1999
ON VALUE --------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE (1) UNEXERCISABLE
- ---- ----------- ----------- ---------------- -------------
<S> <C> <C> <C> <C>
Andre de Bruin............. -- -- 198,865 1,229,555
Charles J. Cashion......... -- -- -- 225,000
Charles H. Bowden.......... -- -- 25,000 175,000
Mark E. Paiz............... -- -- 8,062 49,938
John D. Tamerius........... 3,362 7,770 60,614 88,126
Robin G. Weiner............ -- -- 29,264 66,876
Lauren G. Otsuki........... 6,724 15,539 82,954 103,126
Steven C. Burke............ -- -- 156,760 --
</TABLE>
- ----------
(1) Future exercisability is subject to a number of factors, including the
optionee remaining employed by Quidel.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
selected the firm of Arthur Andersen L.L.P. to be independent auditors for the
fiscal year ended March 31, 2000. Arthur Andersen L.L.P. will be replacing Ernst
& Young L.L.P. as Quidel's independent auditors. Quidel expects Ernst & Young
L.L.P.'s representatives to be present at the meeting, to have the opportunity
to make a statement if they desire to do so and to be available to respond to
appropriate questions. Ernst & Young L.L.P.'s reports on the financial
statements for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to audit scope or
accounting principles. In addition, during the two most recent fiscal years,
there were no disagreements with Ernst & Young L.L.P. on any matter of
accounting principles or practices, financial statement disclosures or auditing
scope or procedure. During the two most recent fiscal years, there have occurred
none of the "reportable events" listed in Item 304(a)(1)(v)(A-D) of Regulation
S-K. The change in certifying accountants is expected to take place during July
1999. Representatives of Arthur Andersen L.L.P. have offered to be present at
the meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the directors and executive
officers of Quidel and persons who own more than ten percent (10%) of Quidel's
common stock are required to report their initial ownership of Quidel common
stock and any subsequent changes in that ownership to the Securities and
Exchange Commission and The Nasdaq National Market. Specific due dates for these
reports have been established, and Quidel is required to disclose in this Proxy
Statement any late filings during fiscal 1999. To Quidel's knowledge, based
solely on its review of the copies of the reports required to be furnished to
Quidel, all of these reports were timely filed, except for the Form 4 for Mr.
Paiz, Mr. Tamerius and Ms. Weiner related to the grant of stock options in July
1998. In addition, a Form 4 was not timely filed by Mr. Paiz and Ms. Weiner and
a former officer Ms. Otsuki who purchased 2,609, 1,957 and 652 shares,
respectively on February 14, 1999, as part of the Employee Stock Purchase Plan.
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors administers Quidel's
executive compensation programs. After consideration of the Compensation
Committee's recommendations, the full Board of Directors reviews and approves
salaries of all elected officers, including those of the executive officers
named in the Summary Compensation Table. The Committee is responsible for
recommending to the Board and administering all other elements of executive
compensation, including annual incentive awards and stock options. The executive
compensation programs are designed to:
- provide competitive levels of base compensation in order to attract,
retain and motivate high-quality employees;
- tie individual total compensation to the success of Quidel; and
- align the interests of Quidel's executive officers with those of the
stockholders.
BASE SALARY
Base salary is targeted to be moderate yet competitive in relation to salaries
commanded by those in similar positions in comparable companies. The
Compensation Committee reviews management recommendations for executives'
salaries and examines survey data for executives with similar responsibilities
in comparable companies in the medical and biotechnology industry. Individual
salary determinations are based on experience, sustained performance and
comparison to peers inside and outside of Quidel.
ANNUAL INCENTIVE AWARDS
Quidel maintains a management incentive compensation plan that is designed to
reward officers for their contributions to corporate and individual objectives.
Under the plan, each participating officer is entitled to receive a cash bonus
if certain corporate goals are met in a particular fiscal year.
Each eligible employee's potential annual award under the plan is expressed as a
percentage of the total base compensation earned by the individual during the
fiscal year. During fiscal 1999, the percentages for the Chief Executive Officer
and all participating Vice Presidents were set at 40% and 30%, respectively.
These percentages could be increased in the event the maximum target levels are
exceeded for corporate goals. For the year ended March 31, 1999, targeted
corporate goals were not achieved and incentive compensation was not awarded,
except for a payment made to Mr. Paiz of $27,000.
STOCK OPTIONS
The Compensation Committee administers the employee stock option plans and
recommends stock option grants to the Board of Directors. The plan is designed
to align the interests of management with those of the stockholders. The number
of stock options granted is related to the recipient's base compensation and
level of responsibility. All options are granted with an option exercise price
equal to the fair market value of the common stock on the date of grant.
The stock option program for Quidel's officers is designed to provide a reward
for the achievement of the same corporate goals provided for under the incentive
compensation plan. In fiscal 1999, the programs resulted in an aggregate grant
of options to purchase 537,000 shares of common stock to a total of seven
current and former officers. Included in the options granted was (1) the grant
to Mr. Paiz of 12,000 options on April 28, 1998 while he was Senior Director,
Manufacturing, the grant of 25,000 options on June 9, 1998, the date of his
appointment to Vice President, Operations and an additional 15,000 options on
July 28, 1998 in recognition of achieving certain corporate goals; (2) the grant
to Dr. Bowden of 200,000 options upon joining Quidel on September 9, 1998; (3)
the grant to Mr. Cashion of 225,000 options upon joining Quidel on December 14,
1998 per his Employment Agreement; (4) the grants to current officers Mr.
Tamerius and Ms. Weiner of 15,000 options each on July 28, 1998 to reward the
achievement of certain corporate goals. A former officer, Ms. Otsuki, was
granted 15,000 options on July 28, 1998, of which 12,188 options were unvested
as of her resignation on May 7, 1999. All of Ms. Otsuki's unvested options as of
her resignation date cancelled on her resignation date. All of
13
<PAGE>
Ms. Otsuki's granted options that were fully vested by the date of her
resignation expire 90 days after her date of resignation. Mr. Burke was also
granted 15,000 options on July 28, 1998 to reward the achievement of certain
corporate goals. See "Executive Compensation" in this Proxy Statement for
further information.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In making the offer to Mr. de Bruin, the Board and the Compensation Committee
took into consideration Quidel's need for new leadership, the need to align Mr.
de Bruin's interests with those of the stockholders, and the compensation of
comparable chief executive officers at comparable companies in the area and in
the country.
COMPENSATION COMMITTEE
Richard C.E. Morgan (Chairman)
Mary Lake Polan, M.D., Ph.D.
Margaret G. McGlynn, R.Ph.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Morgan, Dr. Polan and Ms. McGlynn are not current or former officers or
employees of Quidel. There are no Compensation Committee interlocks between
Quidel and other entities involving Quidel's executive officers and board
members who serve as executive officers or board members of the other entities.
14
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return on Quidel's common stock with the cumulative
total return of the Nasdaq U.S. Index and the Nasdaq Pharmaceutical Index for
the period beginning March 31, 1994 and ending March 31, 1999. The graph assumes
that all dividends have been reinvested.
[CHART]
<TABLE>
<CAPTION>
3/31/94 3/31/95 3/31/96 3/31/97 3/31/98 3/31/99
<S> <C> <C> <C> <C> <C> <C>
Quidel Corporation $100.00 $92.31 $115.39 $79.49 $62.18 $41.03
NASDAQ Pharmaceutical Stocks $100.00 $99.90 $176.10 $161.24 $192.71 $244.67
NASDAQ Stock Market $100.00 $111.25 $151.06 $167.83 $254.43 $342.42
</TABLE>
* Nasdaq Stock Market total return indexes prepared by The Center for Research
in Securities Prices at the University of Chicago.
ANNUAL REPORT
The 1999 Annual Report to Stockholders has been mailed to stockholders
concurrently with this Proxy Statement. The annual report is not incorporated
into, and is not deemed to be a part of, this Proxy Statement.
A copy of Quidel's annual report on Form 10-K as filed with the Securities and
Exchange Commission, without exhibits, will be furnished without charge to any
person from whom the accompanying proxy is solicited upon written request to the
Investor Relations department at Quidel Corporation, 10165 McKellar Court, San
Diego, California 92121. In addition, you may call (619) 646-8031, or e-mail at
[email protected].
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholders who wish to include proposals for action at Quidel's 2000 Annual
Meeting of Stockholders in next year's proxy statement and proxy must cause
their proposals to be received in writing by the Secretary at the address set
forth on the first page of this Proxy Statement no later than March 5, 2000.
Stockholders who do not present proposals for inclusion in the Proxy Statement
but who still intend to submit a proposal at the 2000 Annual Meeting must, in
accordance with Quidel's bylaws, provide timely notice of the matter to the
Secretary. To be timely, written notice must be received by the Secretary no
less than 60 days nor more than 90 days prior to the annual meeting. If less
than 60 days' notice or prior public disclosure of the date of the scheduled
annual meeting is given, then notice of the proposed business matter must
15
<PAGE>
be received by the Secretary no later than the close of business on the tenth
day following the day on which such notice of the date of the scheduled
annual meeting was mailed or the day on which such public disclosure was
made. Any notice to the Secretary must include as to each matter the
stockholder proposes to bring before the meeting: (a) a brief description of
the proposal desired to be brought before the meeting and the reason for
conducting the business at the annual meeting, (b) the stockholder's name and
address, as they appear on Quidel's records, (c) the class and number of
shares which a stockholder beneficially owns, (d) any material interest of
the stockholder in the business and (e) any other information that is
required to be provided by the stockholder pursuant to Regulation 14A under
the Exchange Act in his or her capacity as a proponent of the stockholder
proposal.
OTHER BUSINESS
Quidel knows of no other matters to be submitted to the meeting. If any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy card to vote the shares they represent as the Board
of Directors may recommend.
San Diego, California
July 2, 1999
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES ON, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
16
<PAGE>
QUIDEL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 27, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned Stockholder of QUIDEL CORPORATION, a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement for the Annual Meeting to be held on July 27,
1999 at 10:00 a.m., at the Wyndham Garden Hotel, 5975 Lusk Boulevard, San
Diego, California 92121, and hereby appoints Richard C. E. Morgan and Charles
J. Cashion, and each of them, proxies and attorneys-in-fact, each with full
power of substitution and revocation, and each with all powers that the
undersigned would possess if personally present, to vote QUIDEL CORPORATION
Common Stock held by the undersigned at such meeting and any postponements or
adjournments of such meeting, as set forth on the reverse, and in their
discretion upon any other business that may properly come before the meeting.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
QUIDEL CORPORATION
JULY 27, 1999
Please Detach and Mail in the Envelope Provided
Please mark your
/X/ votes as in this
example.
<TABLE>
<CAPTION>
FOR all nominees WITHHOLD authority
listed at right (except to vote for all
as indicated) nominees listed to right.
<S> <C> <C>
1. To elect seven / / / / NOMINEES: 2. To transact such other business as may
directors to Richard C. E. Morgan properly come before the meeting or any
serve for the Thomas A. Glaze adjournments or postponements thereof.
ensuing years John D. Diekman, Ph.D.
and until their successors are Mary Lake Polan, M.D., Ph.D. PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN
elected. Faye Wattleton THIS CARD.
If you wish to withhold authority Margaret G. McGlynn, R.Ph.
to vote for any nominee, strike Andre de Bruin
a line through that nominee's name
listed at right.
</TABLE>
Signature(s): _________________________________ Date: __________________________
NOTE: This Proxy should be dated, signed by the stockholder(s) exactly as his
or her name(s) appear herein and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate.
If shares are held by joint tenants or as community property, both should
sign.
