<PAGE>
Bio-logic(R)
Systems Corp.
One Bio-logic Plaza
Mundelein, Illinois 60060
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 19, 1999
----------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of BIO-LOGIC
SYSTEMS CORP., will be held at the Company's headquarters, One Bio-logic
Plaza, Mundelein, Illinois 60060 on August 19, 1999, at 10:00 A.M. Central
Daylight Time, for the following purposes:
1. To elect two Class I directors to hold office for a term of three years
and until their successors are elected and qualified; and
2. To consider and take action upon such other matters as may properly come
before the meeting or any adjournment or adjournments thereof.
The close of business on June 23, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting.
All stockholders are cordially invited to attend the meeting. Whether or
not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly in the accompanying envelope which requires no postage
if mailed in the United States.
By Order of the Board of Directors
Gabriel Raviv, Ph.D., President
and Chief Executive Officer
Mundelein, Illinois
June 25, 1999
<PAGE>
PROXY STATEMENT
----------------
ANNUAL MEETING OF
STOCKHOLDERS
----------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Bio-logic Systems Corp. (the "Company") of proxies
to be voted at the Annual Meeting of Stockholders to be held at the Company's
headquarters, One Bio-logic Plaza, Mundelein, Illinois 60060 on August 19,
1999, at 10:00 A.M. Central Daylight Time, and at any adjournment thereof, for
the purposes set forth in the foregoing Notice of Annual Meeting of
Stockholders. The persons named in the enclosed proxy form will vote the
shares for which they are appointed in accordance with the directions of the
stockholders appointing them. If the enclosed form of proxy is properly
executed and returned, the shares of Common Stock represented thereby will be
voted in accordance with the instructions thereon. If no instructions are
indicated thereon, such shares will be voted for the election of the nominees
set forth under the caption "Election of Directors." Any stockholder giving
such a proxy may revoke it at any time before it is exercised.
Only holders of shares of Common Stock of record at the close of business
on June 23, 1999, are entitled to vote at the meeting. On the record date, the
Company had outstanding and entitled to vote 3,987,134 shares of Common Stock,
each entitled to one vote upon all matters to be acted upon at the meeting. A
majority in interest of the outstanding Common Stock represented at the
meeting in person or by proxy shall constitute a quorum. The affirmative vote
of a plurality of the Common Stock so represented is necessary to elect the
nominees for election as directors. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for
the transaction of business. If a stockholder, present in person or by proxy,
abstains on any matter, the stockholder's Common Stock will not be voted on
such matter. Thus, an abstention from voting on any matter has the same legal
effect as a vote "against" the matter even though the stockholder may
interpret such action differently. Accordingly, except for determining the
presence or absence of a quorum for the transaction of business, broker non-
votes are not counted for any purpose in determining whether a matter has been
approved.
The principal executive offices of the Company are located at One Bio-logic
Plaza, Mundelein, Illinois 60060. The Company expects to mail this Proxy
Statement and the accompanying form of proxy on or about June 25, 1999.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information concerning stock
ownership of all persons known by the Company to own beneficially 5% or more
of the outstanding shares of the Company's Common Stock, each director of the
Company, each executive officer of the Company named under "Executive
Compensation" and all officers and directors of the Company as a group as of
June 23, 1999:
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature of Percent
Holder or Identity of Group Beneficial Ownership (1) of Class (2)
- --------------------------- ------------------------ -----------
<S> <C> <C>
Gabriel Raviv, Ph.D....................... 279,292(3) 6.9%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Gil Raviv, Ph.D........................... 593,687(4) 14.9%
933 Sutton Drive
Northbrook, IL 60062
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature of Percent
Holder or Identity of Group Beneficial Ownership (1) of Class (2)
- --------------------------- ------------------------ -----------
<S> <C> <C>
Charles Z. Weingarten, M.D............... 249,601(5) 6.2%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Bernard Levine, M.D...................... 385,143(6) 9.7%
c/o New York Medical Center
Department of Medicine
550 First Avenue
New York, NY 10016
Irving Kupferberg........................ 23,250(7) *
Craig W. Moore........................... 14,500(8) *
Albert Milstein.......................... 38,750(9) *
Thomas S. Lacy........................... 27,500(10) *
All officers and directors as a group (7
persons)................................ 1,226,580(11) 29.7%
</TABLE>
- --------
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them.
(2) Determined on the basis of 3,987,134 shares of Common Stock issued and
outstanding, except that shares underlying stock options which are
exercisable within 60 days are deemed to be outstanding for purposes of
determining the percentage owned by holders of such options.
(3) Includes (i) 49,000 shares underlying immediately exercisable options and
(ii) 30,000 shares owned by Gabriel Raviv as Trustee for the Gil Raviv
Family Trust. Does not include (i) 174,000 shares owned by Gil Raviv as
Trustee for the Gabriel Raviv Family Trust, (ii) 210,125 shares owned by
Gabriel Raviv's wife, as to which Dr. Raviv disclaims beneficial
ownership, and (iii) 41,000 shares underlying options which are not
exercisable within 60 days.
(4) Includes (i) 7,500 shares underlying immediately exercisable options, (ii)
174,000 shares owned by Gil Raviv as Trustee for the Gabriel Raviv Family
Trust and (iii) 40,000 shares owned by a corporation of which Dr. Raviv
has approximately 42% of the voting power. Does not include (i) 30,000
shares owned by Gabriel Raviv as Trustee for the Gil Raviv Family Trust,
(ii) 2,750 shares owned by Gil Raviv's wife, as to which Dr. Raviv
disclaims beneficial ownership, and (iii) 3,500 shares underlying options
which are not exercisable within 60 days.
(5) Includes 12,000 shares underlying immediately exercisable options. Does
not include (i) 3,500 shares underlying options which are not exercisable
within 60 days and (ii) 40,000 shares owned by a corporation of which Dr.
Weingarten has approximately 22% of the voting power.
(6) Based on a Schedule 13D filed by Dr. Levine.
(7) Includes 7,500 shares underlying immediately exercisable options, but
excludes 3,500 shares underlying options which are not exercisable within
60 days.
(8) Includes 14,500 shares underlying immediately exercisable options but does
not include 6,500 shares underlying options which are not exercisable
within 60 days.
(9) Includes 750 shares owned by Mr. Milstein's son and 12,500 shares
underlying immediately exercisable options, but excludes 3,500 shares
underlying options which are not exercisable within 60 days.
(10) Includes 26,500 shares underlying immediately exercisable options, but
excludes 15,500 shares underlying options which are not exercisable
within 60 days.
(11) Includes 129,000 shares underlying options which are exercisable within
60 days, but does not include 77,000 shares underlying options which are
not exercisable within 60 days.
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. One class is elected
each year to hold office for a three-year term and until their successors are
duly elected and qualified. The term of office of the current Class I
directors expires at the 1999 Annual Meeting. The accompanying form of proxy
will be voted for the election as director of the two Class I nominees listed
below, who are now directors, unless the proxy contains contrary instructions.
Management has no reason to believe that the nominees should become unable or
unwilling to serve as directors. However, if the nominees should become unable
or unwilling to serve as directors, the proxy will be voted for the election
of such person or persons as shall be designated by the directors.
Class I directors with terms expiring at the 1999 Annual Meeting:
Charles Z. Weingarten (60) has been a director of the Company since its
inception in March 1979 and was President of the Company from its inception in
March 1979 until February 1981 at which time he became Vice President-Medical
Products. Dr. Weingarten resigned as Vice President--Medical Products
effective August 1995. For more than 21 years, Dr. Weingarten has maintained a
private surgical practice. He is an attending physician at Evanston Hospital,
Glenbrook Hospital and Swedish Covenant, all located in the Chicago area. Dr.
Weingarten is also an Assistant Professor at Northwestern Medical School. Dr.
Weingarten received his M.D. degree from Tulane University Medical School and
was certified by the American Board of Otolaryngology in 1969.
Albert Milstein (52) has been a director of the Company since 1984 and has
been a partner with the law firm of Winston & Strawn since 1978. Winston &
Strawn renders legal services to the Company.
Class II nominees with terms expiring at the 2000 Annual Meeting:
Gil Raviv (43) has been a director of the Company since its inception in
March 1979 and was Executive Vice President from July 1984 until his
resignation effective as of January 1, 1993. Dr. Raviv has been President of
Snap Laboratories Inc., an apnea and snoring analysis business, since October
1993. Dr. Raviv received his Ph.D. in Electrical Engineering and Computer
Sciences from Northwestern University and his M.S. in Physics from the Hebrew
University, Jerusalem, Israel. Gil Raviv and Gabriel Raviv are brothers.
Irving Kupferberg (72) has been a director of the Company since 1983 and
has been President of Goldkup Investments, Inc., a firm specializing in
packaging investments and syndications, since January 1986. Prior to his
retirement on December 31, 1985, Mr. Kupferberg had been a partner of the
public accounting firm of Kupferberg, Goldberg and Neimark since 1955.
Class III nominees with terms expiring at the 2001 Annual Meeting:
Gabriel Raviv (48) has been a director of the Company since its inception
in March 1979. He was Vice President of the Company from March 1979 until
February 1981, when he became President and Chief Executive Officer. He is an
Adjunct Professor at Northwestern University. From October 1975 until January
1981, Dr. Raviv was the director of the Clinical Research Instrumentation
Laboratory at Evanston Hospital (an affiliate of Northwestern University). Dr.
Raviv received his M.S. and Ph.D. degrees in Electrical Engineering and
Computer Sciences from Northwestern University. Gabriel Raviv and Gil Raviv
are brothers.
Craig W. Moore (54) has been a director of the Company since 1992 and has
been the Chairman of the Board and Chief Executive Officer of Everest Health
Care Services Corp., a provider of dialysis to patients with renal failure,
since October 1995. From March 1986 through September 1995, Mr. Moore was
Executive Vice President of West Suburban Kidney Center, S.C., a renal
dialysis business. Mr. Moore has also been President of Continental Health
Care, Ltd., an extracorporeal services and supply company, since 1986, and
President of New York Dialysis Management, a dialysis management business,
since 1990. Mr. Moore has over 20 years of experience in the healthcare
industry with American Hospital Supply Corporation, Baxter Healthcare
Corporation, and his current companies.
3
<PAGE>
The Board of Directors met four times during fiscal 1999. Each of the
directors attended at least 75 percent of the aggregate of all meetings of (i)
the Board of Directors and (ii) the committees thereof on which such director
served, held during their terms. The Board of Directors has an Audit
Committee. The Company does not have a Compensation Committee or a Nominating
Committee. The functions of the Audit Committee, which currently consists of
Craig Moore and Irving Kupferberg, include the selection of the independent
public accountants, the review of the annual audit, the approval of non-audit
professional services performed by such accountants and the review of the
scope and adequacy of the Company's internal accounting controls. The Audit
Committee met twice during fiscal 1999. In June 1994, the Board of Directors
established a Stock Option Committee, consisting of Irving Kupferberg and
Albert Milstein, to administer the Company's 1994 Stock Option Plan (the
"Plan.")
DIRECTOR COMPENSATION
Directors who are not salaried officers of the Company received fees of
approximately $2,000 per meeting during fiscal 1999. Directors have also
received, and future directors will be entitled to receive, certain stock
options under the Plan.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company to the Chief Executive Officer and
each other executive officer whose cash compensation exceeded $100,000 during
the fiscal year ended February 28, 1999, (the "named executive officers"), for
services rendered during the fiscal years ended February 28, 1999, February
28, 1998 and February 28, 1997:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
Name and --------------------------
Principal All Other
Position Year Salary Compensation
--------- ---- -------- ------------
<S> <C> <C> <C>
Gabriel Raviv, Ph.D................................. 1999 $208,735 $13,918(1)
President and Chief 1998 $198,795 $ 7,595(2)
Executive Officer 1997 $176,326 $ 6,639(3)
Thomas S. Lacy...................................... 1999 $157,962 $ 3,570(4)
Vice President, 1998 $143,028 $ 3,570(4)
Sales & Marketing 1997 $123,585 $ 3,570(4)
</TABLE>
- --------
(1) Represents $7,167 paid by the Company for Dr. Raviv's automobile, a $1,951
split dollar life insurance premium paid by the Company for the benefit of
Dr. Raviv and a $4,800 discretionary contribution made on behalf of Dr.
Raviv by the Company to a profit sharing plan (the "401(k) Plan") under
Section 401(k) of the Internal Revenue Code of 1986, as amended. As of
February 28, 1999, the amount deemed loaned to Dr. Raviv under the split
dollar life insurance policy aggregated $291,005.
(2) Represents $2,513 paid by the Company for Dr. Raviv's automobile, a $1,882
split dollar life insurance premium paid by the Company for the benefit of
Dr. Raviv and a $3,200 discretionary contribution made on behalf of Dr.
Raviv by the Company to the 401(k) Plan.
(3) Represents $1,696 paid by the Company for Dr. Raviv's automobile, a $1,943
split dollar life insurance premium paid by the Company for the benefit of
Dr. Raviv and a $3,000 discretionary contribution made on behalf of Dr.
Raviv by the Company to the 401(k) Plan.
(4) Represents payments for Mr. Lacy's automobile.
4
<PAGE>
The following table sets forth certain information with respect to
individual grants of stock options during the fiscal year ended February 28,
1999 to each of the named executive officers:
Option/SAR Grants in Last Fiscal Year
Individual Grants
<TABLE>
<CAPTION>
% of Total
Options/SARs Exercise
Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
- ---- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C>
Gabriel Raviv..................... 2,000 5.71% $3.37 08/19/03
Thomas S. Lacy.................... 0 0% $0.00 00/00/00
</TABLE>
The following table sets forth certain information with respect to each
exercise of stock options during the fiscal year ended February 28, 1999 by
the named executive officers and the number and value of unexercised options
held by the named executive officers as of February 28, 1999.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
at Fiscal Fiscal Year
Year-End Ended
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- --------------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Gabriel Raviv, Ph.D..... 43,000 $124,100 30,000/60,000 $129,325/231,929
Thomas S. Lacy.......... 0 0 25,750/13,250 $ 72,469/ 44,531
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
In May 1986, the Company entered into an employment agreement (the
"Agreement") with Gabriel Raviv, Ph.D. The Agreement is for two-year renewable
periods and provides for a salary with annual cost of living or other
adjustments, benefits and bonuses as the Board of Directors may determine
which, during fiscal 1999, aggregated $217,853. The Agreement provides for Dr.
Raviv's right to terminate his employment upon any change in control of the
Company and to receive upon such termination compensation approximately equal
to three times the present value of the average annual compensation received
by Dr. Raviv during the five years preceding the year in which the change in
control occurs, less any compensation arising out of any stock option or the
value of life insurance policies transferred to Dr. Raviv upon such
termination. The Agreement includes confidentiality and nondisclosure
provisions and covenants not to compete for one year after termination of
employment.
In connection with his appointment as Vice President-Sales & Marketing of
the Company in January 1994, the Company agreed to pay to Thomas S. Lacy a
severance payment equal to six months salary if his employment with the
Company is terminated at any time, such severance payment to be based upon his
minimum annual salary at the time of any such termination.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, there were no delinquent Section 16(a) filers.
5
<PAGE>
GENERAL
Grant Thornton LLP served as the Company's independent auditors for the
fiscal year ended February 28, 1999. A representative of Grant Thornton LLP
will be present at the Annual Meeting with the opportunity to make a
statement, if he desires to do so, and will be available to respond to
appropriate questions. The Board of Directors of the Company has designated
Grant Thornton LLP as independent auditors for the current fiscal year.
The management of the Company does not know of any matters other than those
stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, proxies
will be voted on these other matters in accordance with the best judgment of
the persons appointed to vote the proxies.
The Company will bear the cost of preparing, assembling and mailing all
proxy materials which may be sent to the stockholders in connection with this
solicitation. In addition to the solicitation of proxies by use of the mails,
officers and regular employees of the Company may solicit proxies, for no
additional compensation, by telephone. The Company does not expect to pay any
compensation for the solicitation of proxies.
The Annual Report of the Company for the fiscal year ended February 28,
1999 is being mailed with this proxy statement to stockholders entitled to
vote at the meeting. A copy of the Company's Annual Report on Form 10-KSB for
its fiscal year ended February 28, 1999, as filed with the Securities and
Exchange Commission, will be furnished without charge to any stockholder upon
written request to Bio-logic Systems Corp., One Bio-logic Plaza, Mundelein,
Illinois 60060, Attn: Investor Relations.
STOCKHOLDER PROPOSALS
All proposals of stockholders intended to be presented at the Company's
next Annual Meeting of Stockholders must be received at the Company's
executive office no later than February 29, 2000, for inclusion in the proxy
statement and form of proxy related to that meeting.
By Order of the Board of Directors
Gabriel Raviv, Ph.D.,
President and Chief Executive
Officer
Dated: June 25, 1999
6
<PAGE>
PROXY PROXY
BIO-LOGIC SYSTEMS CORP.
One Bio-Logic Plaza
Mundelein, Illinois 60060
The Proxy is solicited on behalf of the Board of Directors
The undersigned stockholder of Bio-logic System Corp., a company organized
under the laws of the State of Delaware, hereby appoints Charles Z. Weingarten
and Albert Milstein as Proxies, each with the power to appoint his substitute
and hereby authorizes them to represent and to vote, as designated below, all
the shares of Common Stock of Bio-logic Systems Corp. held of record by the
undersigned on June 23, 1999 at the Annual Meeting of Stockholders to be held
on August 19, 1999, at 10:00 A.M. Central Daylight Time or at any adjournment
thereof.
NEW ADDRESS: --------------------------------------------------------------
--------------------------------------------------------------
Check here for address change
SEE REVERSE
SIDE
(Continued and to be signed and dated on reverse side)
----
Please mark your votes as in this example.
X
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED BELOW.
WITHHOLD AUTHORITY
FOR
1. To elect
Nominees:Charles Z. Weingarten
Albert Milstein
(Instructions: To withhold authority for any individual nominee, print that
nominee's name on the line printed below.)
- --------------------------------------------------------------------------------
2. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
SIGNATURE(S)
-------------------------------- DATE __________________________________
-------------------------------- DATE __________________________________
Signature if held jointly
