<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 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
(858) 552-1100
April 14, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on Wednesday, May 24, 2000, 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 eight 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
(858) 552-1100
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2000
Dear Quidel Stockholder:
The Annual Meeting of Stockholders of Quidel Corporation will be held on
Wednesday, May 24, 2000, 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 eight 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 March 31, 2000 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 eight 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
April 14, 2000
2
<PAGE>
QUIDEL CORPORATION
10165 MCKELLAR COURT
SAN DIEGO, CALIFORNIA 92121
(858) 552-1100
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2000
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 2000 Annual Meeting of Stockholders to be held on Wednesday, May 24,
2000, 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 April 14, 2000. Proxies allow properly designated
individuals to vote on your behalf at the meeting.
We estimate we will pay approximately $10,000 for the cost of preparing,
assembling and mailing the Notice of Annual Meeting of Stockholders, Proxy
Statement and form of proxy, and for the solicitation of proxies. 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 March 31, 2000 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, 24,582,689 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 eight nominees for
election as directors named below. The eight 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.
CHANGE IN FISCAL YEAR END
During October 1999, the Company changed its fiscal year from a March 31 fiscal
year-end to a December 31 fiscal year-end. As such, certain tables in the Proxy
Statement present data for the nine months ended December 31, 1999.
3
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
Quidel's directors are to be elected at each Annual Meeting of stockholders. At
the meeting, eight 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 eight
directors, will be elected. THE BOARD OF DIRECTORS OF QUIDEL RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE EIGHT 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>
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------------------------------------ -------- --------------------------------------------- -----------------
<S> <C> <C> <C>
Richard C.E. Morgan 56 Chairman and Chief Executive Officer, 1990
incuVest LLC
Andre de Bruin 53 Vice Chairman, President and Chief 1997
Executive Officer, Quidel Corporation
John D. Diekman, Ph.D. 57 Managing Director, Bay City Capital, LLC 1988
George W. Dunbar, Jr. 53 Acting President and Chief Executive 1999
Officer, CytoTherapeutics, Inc. and
StemCells, Inc.
Thomas A. Glaze 53 President and Chief Executive Officer, 1979
Metabolex, Inc.
Margaret G. McGlynn, R.Ph. 40 Senior Vice President, Worldwide Human 1996
Health Marketing, Merck & Co., Inc.
Mary Lake Polan, M.D., Ph.D. 56 Professor and Chair, Department of 1993
Gynecology and Obstetrics, Stanford
University School of Medicine
Faye Wattleton 56 President, Center for Gender Equality 1994
</TABLE>
RICHARD C.E. MORGAN has been a director of Quidel since May 1990 and Chairman of
the Board of Directors since July 1995. In November 1999, Mr. Morgan co-founded
incuVest LLC, a creator and operator of technology incuVators. Mr. Morgan is the
Chairman and Chief Executive Officer of incuVest LLC. 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
4
<PAGE>
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.
ANDRE de BRUIN was appointed President and Chief Executive Officer of Quidel on
June 9, 1998. From June 23, 1997, Mr. de Bruin has also been Vice Chairman of
the Board. Mr. de Bruin was a part-time employee from June 23, 1997 until June
9, 1998. 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 thirty 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 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.
GEORGE W. DUNBAR, Jr., is a founding member of iCEO, a service provider of CEO
and executive talent to start-up companies and turnaround situations. He is
currently Acting President and CEO of CytoTherapeutics, Inc. and StemCells, Inc.
Mr. Dunbar was formerly President and Chief Executive Officer of Metra
Biosystems, Inc. ("Metra"), a bone loss management company acquired by Quidel in
July 1999. Prior to Metra, he was Vice President of Licensing and Business
Development of The Ares-Serono Group, a Swiss health care company. Mr. Dunbar
also held various senior management positions with Amersham International in the
United States and Europe. Mr. Dunbar also serves as a director of Competitive
Technologies, LJL Biosystems, Sonus Pharmaceuticals, The Valley Medical Center
Foundation, and the Auburn University School of Business MBA Advisory Board.
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
President and 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
5
<PAGE>
immune and endocrine systems and the role of monokines in reproductive events.
Dr. Polan also serves on the Board of Directors of American Home Products and
ChromaVision Medical Systems, Inc. Dr. Polan previously served on the Board of
Directors of Metra until it was acquired by Quidel in July 1999.
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 five meetings during the nine months ended December
31, 1999.
AUDIT COMMITTEE
During the nine months ended December 31, 1999, the Audit Committee of the Board
of Directors consisted of Dr. Diekman (Chairman), Mr. Glaze and Ms. Wattleton.
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 during the
nine-month period.
NOMINATING AND COMPENSATION COMMITTEE
During the nine months ended December 31, 1999, the Nominating and Compensation
Committee consisted of Mr. Morgan (Chairman), Ms. McGlynn and Dr. Polan. The
Compensation Committee reviews and approves Quidel's compensation policies. The
Compensation Committee met three times during the nine-month period. The report
of the Compensation Committee begins on page 13.
All directors attended 90% 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 $8,250 for consulting services rendered during the nine months ended
December 31, 1999.
Mr. Diekman is a Managing Director of Bay City Capital, LLC, which provides
advisory services to Quidel. During the nine months ended December 31, 1999, Bay
City Capital, LLC, received $463,205 for such services.
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 December 31, 1999, options to purchase 280,000 shares of common stock
under the Non-Employee Directors Plan were outstanding.
6
<PAGE>
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 March 31, 2000 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
named in the Summary Compensation Table herein and (iv) all directors and
executive officers as a group. On March 31, 2000 there were 24,582,689 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) 2,840,400 11.55%
c/o Oracle Investment Management, Inc.
712 Fifth Avenue, 45th Floor
New York, New York
DIRECTORS
Richard C.E. Morgan(4) 1,048,347 4.28%
Andre de Bruin(5) 551,220 2.19%
John D. Diekman, Ph.D.(6) 61,927 *
George W. Dunbar(7) 7,500 *
Thomas A. Glaze(8) 231,440 *
Margaret G. McGlynn, R.Ph.(9) 42,500 *
Mary Lake Polan, M.D., Ph.D.(10) 60,400 *
Faye Wattleton(11) 46,945 *
NAMED EXECUTIVE OFFICERS
Charles J. Cashion(12) 59,375 *
Charles H. Bowden(13) 62,500 *
Mark E. Paiz(14) 56,635 *
John D. Tamerius(15) 110,257 *
Robin G. Weiner(16) 61,301 *
All directors and executive officers
as a group (13 persons)(17) 2,400,347 9.32%
</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.
(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 Form 4 dated December 31, 1999, in which Larry N. Feinberg
reported the beneficial ownership of 2,840,400 shares of common stock. Mr.
Feinberg reported that these shares of common stock are held directly by
Oracle Partners, L.P. ("Oracle Partners") (1,390,500 shares), Oracle
Institutional Partners, L.P. ("Oracle Institutional") (441,700 shares),
GSAM Oracle Investments, Inc. ("GSAM Investments") (591,800 shares), Oracle
Offshore Limited ("Oracle Offshore") (91,400 shares), The Feinberg Family
Foundation (the "Foundation") (28,000 shares) and Oracle Management Company
Employee Retirement Account (the "Retirement Plan") (57,000 shares). Oracle
Investment Management, Inc. (the "Investment Manager") serves as
7
<PAGE>
investment manager to and has investment discretion over the securities
held by GSAM Investments, Oracle Offshore and the Retirement Plan. Mr.
Feinberg is the general partner of Oracle Partners and Oracle
Institutional, the trustee of the Foundation, and the sole shareholder and
president of the Investment Manager. Mr. Feinberg disclaims any beneficial
ownership of the securities, except as to such securities representing Mr.
Feinberg's pro rata interest in, and interest in the profits of, Oracle
Partners, Oracle Institutional, GSAM Investments, Oracle Offshore, the
Foundation and the Retirement Plan. Mr. Feinberg also reported that he
holds directly 240,000 shares of common stock.
(4) 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 57,500 shares of common stock issuable to Mr. Morgan upon exercise
of options that are exercisable on or within 60 days after the Record Date.
(5) Includes 549,720 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. During December 1999, a performance milestone
was achieved, and 119,035 options immediately vested. The first 30,769
stock options to vest in any calendar year will be Incentive Stock Options.
The remaining options that vest in a calendar year will be Non-Qualified
Options.
(6) Includes 45,500 shares of common stock issuable upon exercise of
options that are exercisable on or within 60 days after the Record Date.
(7) Includes 7,500 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(8) Includes 53,500 shares of common stock issuable upon exercise of
options that are exercisable on or within 60 days after the Record Date.
(9) Includes 37,500 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(10) Includes 59,500 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(11) Includes 46,945 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(12) Includes 59,375 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(13) Includes 62,500 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 49,499 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(15) Includes 95,301 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(16) Includes 40,202 shares of common stock issuable upon exercise of options
that are exercisable on or within 60 days after the Record Date.
(17) All directors and named executive officers as a group, including 1,164,542
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 Chief Executive Officer, (ii) the other five most highly compensated
executive officers who were serving as of December 31, 1999.
<TABLE>
<CAPTION>
COMPENSATION AWARDS
FISCAL ANNUAL COMPENSATION -------------------------------------
YEAR --------------------------- ALL OTHER
NAME AND PRINCIPAL POSITIONS ENDED SALARY($)(1) BONUS ($) OPTIONS(#) COMPENSATION ($)(2)
- -------------------------------------- ------------ -------------- ------------ -------------- ----------------------
<S> <C> <C> <C> <C> <C>
Andre de Bruin(3) 12/31/99* 292,300 -- -- 2,670
President and Chief 3/31/99 361,286 -- 1,428,420 173,495
Executive Officer 3/31/98 66,923 -- -- --
Charles J. Cashion(4) 12/31/99* 164,234 -- 12,500 1,964
Senior Vice President, 3/31/99 60,000 20,000 225,000 --
Corporate Operations, Chief 3/31/98 -- -- -- --
Financial Officer and Secretary
Charles H. Bowden(5) 12/31/99* 165,385 -- 10,000 3,455
Chief Medical Officer and Vice 3/31/99 125,426 25,000 200,000 14,211
President, Infectious Diseases 3/31/98 -- -- -- --
Mark E. Paiz(6) 12/31/99* 159,156 -- 142,000 1,220
Senior Vice President, 3/31/99 132,590 6,000 52,000 --
Product Development and 3/31/98 -- -- -- --
Supply Operations
John D. Tamerius(7) 12/31/99* 145,425 -- 20,000 2,174
Vice President, Autoimmune 3/31/99 174,265 -- 15,000 --
and Complement and General 3/31/98 144,104 21,615 25,000 --
Manager, Mountain View
Operations
Robin G. Weiner 12/31/99* 124,969 -- 15,000 1,690
Vice President, Clinical 3/31/99 146,432 -- 15,000 --
Development and Regulatory 3/31/98 135,309 20,296 25,000 --
Affairs
</TABLE>
*For the nine month period ended December 31, 1999
9
<PAGE>
(1) The amounts shown include cash compensation the executive officers earned
and received, or deferred pursuant to Quidel's 401(k) Plan. Quidel began
making contributions to executive officers' accounts under the 401(k) Plan
in July 1999.
(2) During the nine months ended December 31, 1999, Quidel made contributions
under the 401(k) Plan for Mr. de Bruin, Mr. Cashion, Mr. Paiz, Dr. Tamerius
and Ms. Weiner of $1,729, $1,681, $1,120, $1,645, and $1,573, respectively.
The Company also funded a group term life insurance plan in excess of
$50,000. Amounts added to compensation related to this plan for Mr. de
Bruin, Mr. Cashion, Dr. Bowden, Mr. Paiz, Dr. Tamerius, and Ms. Weiner were
$941, $283, $305, $100, $529, and $117 respectively.
(3) 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
receives the benefits offered to all Quidel executive officers. In addition
to those benefits, Quidel paid the costs of Mr. de Bruin's relocation to
the San Diego area. 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.
(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 was employed at will, and
received 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 was deemed
taxable income to Dr. Bowden, Quidel 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 the year ended March
31, 1999 and the nine months ended December 31, 1999 was $14, 211 and
$3,150, respectively. Dr. Bowden terminated his services from Quidel in
February 2000 and is continuing his services on a consultant basis.
(6) Mr. Paiz was promoted to Senior Vice President, Product Development and
Supply Operations in August 1999 and was granted an additional 50,000 stock
options. In January 2000, the Company loaned Mr. Paiz $172,544 to assist
with his relocation to the San Diego area. Previously, Mr. Paiz was
appointed Vice President, Operations in June 1998, and he received a
signing bonus of $6,000.
(7) In October 1999, Dr. Tamerius was appointed Vice President, Autoimmune and
Complement and General Manager of Mountain View Operations. With this
appointment, Dr. Tamerius was relocated from San Diego, CA to Mountain
View, CA. To assist with the relocation, the Company loaned Dr. Tamerius
$130,000. This loan was repaid in full in March 2000.
10
<PAGE>
OPTION GRANTS DURING THE NINE MONTHS ENDED DECEMBER 31, 1999
The following table summarizes options granted to the following executive
officers during the nine months ended December 31, 1999, and the value of the
options held by these officers at December 31, 1999. Quidel does not grant Stock
Appreciation Rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS DURING THE NINE OR BASE
GRANTED MONTHS ENDED PRICE EXPIRATION GRANT DATE
NAME (#/SH)(1) DECEMBER 31,1999(2) ($/SH)(3) DATE(4) PRESENT VALUE($)(5)
- ------------------------ ---------------- ------------------------ ------------- ------------- -----------------------
<S> <C> <C> <C> <C> <C>
Andre de Bruin -- -- -- -- --
Charles J. Cashion 12,500 0.8% $ 2.25 4/27/2009 19,679
Charles H. Bowden 10,000 0.6% 2.25 4/27/2009 15,743
Mark E. Paiz 92,000 2.25 4/27/2009 144,836
50,000 9.0% 3.28 8/30/2009 114,795
John D. Tamerius 20,000 1.3% 2.25 4/27/2009 31,486
Robin G. Weiner 15,000 0.6% 2.25 4/27/2009 15,743
</TABLE>
- ----------
(1) All options granted in the nine months ended December 31, 1999 vest 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 1,576,900 shares of common stock were
granted during the nine months ended December 31, 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 during the nine months ended December
31, 1999: risk free interest rate of 6.3%, expected option life of 5.6
years, expected volatility of 0.78 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 FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND
OPTION VALUES AT DECEMBER 31, 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 UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 1999 DECEMBER 31, 1999($) (2)
ON VALUE --------------------------------------------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE (1) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Andre de Bruin -- -- 491,765 936,655 $ 1,782,648 $ 3,395,374
Charles J. Cashion -- -- 56,250 181,250 261,900 843,513
Charles H. Bowden -- -- 62,500 147,500 269,531 639,219
Mark E. Paiz -- -- 20,062 179,938 71,482 742,450
John D. Tamerius -- -- 63,427 105,313 151,547 391,096
Robin G. Weiner -- -- 35,827 70,313 101,597 263,596
</TABLE>
- ----------
(1) Future exercisability is subject to a number of factors, including the
optionee remaining employed by Quidel.
(2) Calculated on the basis of the fair market value of the underlying
securities at December 31, 1999 ($6.875 per share), minus the exercise price.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
selected the firm of Arthur Andersen LLP to be independent public accountants
for the year ended December 31, 2000. Quidel expects a representative of Arthur
Andersen 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.
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 the nine months ended December 31, 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.
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.
PHILOSOPHY
The executive compensation program is structured to support the Company's
mission, values and corporate strategies. The executive compensation programs
are designed to provide competitive levels of total compensation in order to
attract, retain and motivate high-quality senior management by providing what
the Company believes to be a competitive total compensation package based on
both individual and corporate performance. The executive compensation program is
composed of three elements; (1) competitive base salaries which reflect
individual performance, (2) annual incentive opportunities which are a function
of individual and business performance payable in cash, and (3) long-term
stock-based incentive opportunities pursuant to the Company stock option plan
which links the interests of senior management and the Company's stockholders.
The mix of total compensation is designed to cause greater variability in the
individual's absolute year-to-year compensation based on the success of the
Company and the individual contribution to that success. The total compensation
program provides focus on both short-term and long-term results.
The Compensation Committee does not presently anticipate that the compensation
of any executive officer will materially exceed the limit on deductibility
imposed by Section 162(m) of the Internal Revenue Code during fiscal 2000.
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 senior management incentive compensation plan that is
designed to reward senior management 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. For the nine month period ended December 31, 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
December 31, 1999, certain targeted corporate goals were not achieved and
incentive compensation has not been awarded to date. However, based on
achievement of significant corporate goals in the nine months ended December 31,
1999 and first quarter results in 2000, some incentive compensation may be
awarded.
STOCK OPTIONS
The Compensation Committee administers the employee stock option plans and
recommends stock option grants to the Board of Directors. The plans are 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
13
<PAGE>
options are granted with an option exercise price equal to the fair market value
of the common stock on the date of grant and generally vest over a four-year
period. The Compensation Committee, in its discretion, may grant additional
options to executive officers, including the Chief Executive Officer, for
increases in level of responsibility and promotions, in recognition of sustained
exceptional performance, or annually based upon Company and individual
performance. The option grant will have value to the officer only if he or she
continues in the Company's services during the vesting period and then only if
the market price of the underlying option shares appreciates over the option
term.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Chief Executive Officer participates in the same executive compensation
program provided to the other executive officers and senior management of the
Company as described above. Certain of Mr. de Bruin's stock options also contain
performance based vesting provisions. The Compensation Committee's approach to
setting compensation for the Chief Executive Officer is to be competitive with
comparable companies and to have a portion of total compensation depend on the
achievement of performance criteria. Each year, the Board of Directors approves
business goals to include financial measures, which are used to evaluate the
Chief Executive Officer's performance for the year.
The Chief Executive Officer's total cash compensation for the nine-month period
ended December 31, 1999 was $292,300 in base salary. No incentive compensation
was awarded. Specific accomplishments that were considered by the Board and
occurred under Mr. de Bruin's leadership during this period are as follows: (1)
the acquisition of Metra Biosystems, Inc., a leader in the diagnosis and
management of metabolic bone diseases and disorders, (2) the acquisition of a
urine test strip business from Dade Behring Marburg GmbH which will allow for
leverage of global sales, (3) the receipt of United States Food and Drug
Administration clearance and initiated marketing of the QuickVue Influenza test,
a point-of-care diagnostic test that provides accurate diagnosis of Influenza A
and B in ten minutes, (4) the sale and leaseback of the corporate headquarters
facility that provided the cash to reduce the debt incurred in the Metra and
Dade Behring acquisitions, (5) the implementation of a new enterprise resource
planning business operating system which is expected to allow the operations of
the business to become more efficient and provide a strong platform for business
growth, (6) the increase of production capacity to meet increased demand for
products, and (7) the implementation of our long-range strategic mission to
drive future product development and partnerships. The Corporate earnings goal
for this period was not met.
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.
Mr. de Bruin serves on the Compensation Committee of Metabolex, Inc., in which
Mr. Glaze is President and Chief Executive Officer.
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, 1995 and ending December 31, 1999. The graph
assumes that all dividends have been reinvested.
<TABLE>
<CAPTION>
03/31/95 03/31/96 03/31/97 03/31/98 03/31/99 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Quidel Corporation $100.00 $125.11 $86.22 $67.33 $44.44 $152.89
NASDAQ Pharmaceutical Stocks $100.00 $176.27 $161.39 $192.89 $245.26 $415.91
NASDAQ Stock Market $100.00 $135.80 $150.95 $228.88 $308.42 $500.84
</TABLE>
ANNUAL REPORT
The 1999/2000 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 AND NOMINATIONS FOR 2001 ANNUAL MEETING
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 address, (ii) the person's principal
occupation or
15
<PAGE>
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
Stockholders who wish to include proposals for action at Quidel's 2001 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 December 31, 2000.
Stockholders who do not present proposals for inclusion in the Proxy Statement,
but who still intend to submit a proposal at the 2001 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 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
April 14, 2000
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 MAY 24, 2000
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 May 24,
2000 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
MAY 24, 2000
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 eight / / / / 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 Andre de Bruin adjournments or postponements thereof.
ensuing year John D. Diekman, Ph.D.
and until their successors are George W, Dunbar, Jr. PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN
elected. Thomas Glaze THIS CARD.
If you wish to withhold authority Margaret G. McGlynn, R.Ph.
to vote for any nominee, strike Mary Lake Polan, M.D., Ph.D.
a line through that nominee's name Faye Wattleton
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.
