<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 (S) 240.14a-11(c) or (S) 240.14a-12
Bio-Logic Systems Corp.
--------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Bio-logic(R)
Systems Corp.
One Bio-logic Plaza
Mundelein, Illinois 60060
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 17, 2000
----------------
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 17, 2000, at 4:00 P.M. Central Daylight
Time, for the following purposes:
1. To elect three Class II directors to hold office for a term of three
years and until their successors are elected and qualified; and
2. To consider and vote to approve and ratify an amendment to the Company's
1994 Stock Option Plan increasing the number of shares authorized for
issuance thereunder from 850,000 to 1,600,000; and
3. 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 26, 2000 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
/s/ Gabriel Raviv
Gabriel Raviv, Ph.D.,
Chairman and Chief Executive Officer
Mundelein, Illinois
June 29, 2000
<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 17,
2000, at 4:00 P.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 in favor of the actions described
in this Proxy Statement and 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 26, 2000, are entitled to vote at the meeting. On the record date, the
Company had outstanding and entitled to vote 4,171,709 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 and the affirmative vote of a majority of
the Common Stock so represented, excluding broker non-votes, is necessary to
approve and ratify the amendment to the 1994 Stock Option Plan. 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 29, 2000.
<PAGE>
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 26, 2000:
<TABLE>
<CAPTION>
Name of Beneficial
Holder or Identity Amount and Nature of Percent
of Group Beneficial Ownership(1) of Class(2)
------------------ ----------------------- -----------
<S> <C> <C>
Gabriel Raviv, Ph.D........................ 258,430(3) 6.1%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Roderick G. Johnson........................ 0(4) *
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Gil Raviv, Ph.D............................ 464,520(5) 10.9%
933 Sutton Drive
Northbrook, IL 60062
Charles Z. Weingarten, M.D................. 186,101(6) 4.4%
c/o Bio-logic Systems Corp.
One Bio-logic Plaza
Mundelein, IL 60060
Bernard Levine, M.D........................ 385,143(7) 9.1%
c/o New York Medical Center
Department of Medicine
550 First Avenue
New York, NY 10016
Irving Kupferberg.......................... 8,000(8) *
Craig W. Moore............................. 16,000(9) *
Albert Milstein............................ 40,250(10) *
Thomas S. Lacy............................. 33,250(11) *
All officers and directors as a group (8
persons).................................. 1,006,551(12) 23.7%
</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 4,171,709 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) 5,000 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) 159,000 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) 48,000 shares underlying options which are not exercisable within
60 days.
(4) Excludes 100,000 shares underlying options, which are not exercisable
within 60 days.
(5) Includes (i) 5,000 shares underlying immediately exercisable options and
(ii) 159,000 shares owned by Gil Raviv as Trustee for the Gabriel Raviv
Family Trust. 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) 5,500 shares underlying
options which are not exercisable within 60 days.
2
<PAGE>
(6) Includes 12,500 shares underlying immediately exercisable options, but
excludes 5,500 shares underlying options which are not exercisable within
60 days.
(7) Based on a Schedule 13D filed by Dr. Levine.
(8) Includes 3,000 shares underlying immediately exercisable options, but
excludes 5,500 shares underlying options which are not exercisable within
60 days.
(9) Includes 16,000 shares underlying immediately exercisable options, but
excludes 7,500 shares underlying options which are not exercisable within
60 days.
(10) Includes 3,000 shares underlying immediately exercisable options, but
excludes 5,500 shares underlying options which are not exercisable within
60 days.
(11) Includes 33,250 shares underlying immediately exercisable options, but
excludes 8,750 shares underlying options which are not exercisable within
60 days.
(12) Includes 77,750 shares underlying immediately exercisable options, but
excludes 186,250 shares underlying options which are not exercisable
within 60 days.
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 II
directors expires at the 2000 Annual Meeting. The accompanying form of proxy
will be voted for the election as director of the three Class II 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 II nominees with terms expiring at the 2000 Annual Meeting:
Gil Raviv (44) 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 (73) 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.
Roderick G. Johnson (51) has been a director of the Company since September
1999 when he was also named President and Chief Operating Officer of the
Company. He founded the NeuroCare Group in 1994 and served as Chairman,
President and Chief Executive Officer until 1999. From 1992 through 1994, Mr.
Johnson served as Chief Executive Officer in Residence at Weiss, Peck & Greer
and the Continental Illinois Venture Corporation. In addition, from 1988
through 1991, Mr. Johnson was President and Chief Executive Officer of Domino
Amjet, Inc.
Class III nominees with terms expiring at the 2001 Annual Meeting:
Gabriel Raviv (49) 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. In
September 1999, Dr. Raviv relinquished the role of President retaining the
position of Chief Executive Officer. He is an Adjunct Professor at
Northwestern University. From October 1975 until January 1981, Dr.
3
<PAGE>
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 (55) 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 21 years of experience in the healthcare
industry with American Hospital Supply Corporation, Baxter Healthcare
Corporation and his current companies.
Class I directors with terms expiring at the 2002 Annual Meeting:
Charles Z. Weingarten (61) 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 22 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 (53) 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.
The Board of Directors met four times during fiscal 2000. 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 2000. 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 $2,500 per meeting during fiscal 2000. Directors have also
received, and future directors will be entitled to receive, certain stock
options under the Plan. On August 19, 1999, each of the Company's current
directors, except for Mr. Johnson, received an automatic grant of director
options to purchase 2,500 shares at an exercise price of $4.75 per share.
Due to the Plan rule that no more than 100,000 shares of common stock may
be subject to options granted to any one person in a calendar year, Mr.
Johnson did not receive an initial grant of director options to purchase 3,000
shares when he joined the Board in September 1999.
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
4
<PAGE>
$100,000 during the fiscal year ended February 29, 2000 (the "named executive
officers"), for services rendered during the fiscal years ended February 29,
2000, February 28, 1999 and February 28, 1998:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------
All Other
Name and Principal Position Year Salary Compensation
--------------------------- ---- -------- ------------
<S> <C> <C> <C>
Gabriel Raviv, Ph.D.............................. 2000 $215,874 $10,662(1)
Chairman and Chief 1999 $208,735 $13,918(2)
Executive Officer 1998 $198,795 $ 7,595(3)
Roderick G. Johnson.............................. 2000 $ 68,061(4) $ 3,584(5)
President and Chief
Operating Officer
Thomas S. Lacy................................... 2000 $159,556 $ 8,423(6)
Vice President 1999 $157,962 $ 7,679(7)
Sales & Marketing 1998 $143,028 $ 7,955(8)
</TABLE>
--------
(1) Represents $4,240 paid by the Company for Dr. Raviv's automobile, a $1,422
split dollar life insurance premium paid by the Company for the benefit of
Dr. Raviv and a $5,000 matching 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 29,
2000, the amount deemed loaned to Dr. Raviv under the split dollar life
insurance policy aggregated $291,005.
(2) 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 matching contribution made on behalf of Dr. Raviv by
the Company to the 401(k) Plan.
(3) 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 matching contribution made on behalf of Dr. Raviv by
the Company to the 401(k) Plan.
(4) Represents amount earned from September 1999 when Mr. Johnson joined the
Company.
(5) Represents life insurance premium paid by the Company for the benefit of
Mr. Johnson.
(6) Represents $3,570 paid by the Company for Mr. Lacy's automobile and a
$4,853 matching contribution made on behalf of Mr. Lacy by the Company to
the 401(k) Plan.
(7) Represents $3,570 paid by the Company for Mr. Lacy's automobile and a
$4,109 matching contribution made on behalf of Mr. Lacy by the Company to
the 401(k) Plan.
(8) Represents $3,570 paid by the Company for Mr. Lacy's automobile and a
$4,385 matching contribution made on behalf of Mr. Lacy by the Company to
the 401(k) Plan.
5
<PAGE>
The following table sets forth certain information with respect to
individual grants of stock options during the fiscal year ended February 29,
2000 to each of the named executive officers:
Option/SAR Grants in Last Fiscal Year
Individual Grants
<TABLE>
<CAPTION>
% of Total
Options/SARs Exercise
Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
---- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C>
Gabriel Raviv.................... 22,500 12.03% $3.15 08/19/04
Roderick G. Johnson.............. 100,000 53.48% $7.13 09/21/09
Thomas S. Lacy................... 3,000 1.60% $3.00 04/09/09
</TABLE>
The following table sets forth certain information with respect to each
exercise of stock options during the fiscal year ended February 29, 2000 by
the named executive officers and the number and value of unexercised options
held by the named executive officers as of February 29, 2000.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
<TABLE>
<CAPTION>
Shares
Acquired Number of Unexercised Value of Unexercised In-
on Value Options/SARs at Fiscal the-Money Options/SARs at
Exercise Realized Year-End Fiscal Year-End
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Gabriel Raviv, Ph.D..... 59,500 $212,953 5,000/48,000 $14,438/183,598
Roderick G. Johnson..... 0 $0 0/100,000 $0/712,500
Thomas S. Lacy.......... 0 $0 33,250/8,750 $95,719/30,281
</TABLE>
PROPOSAL 2
APPROVAL AND RATIFICATION OF
THE AMENDMENT TO THE 1994 STOCK OPTION PLAN
The Company maintains the Plan in order to motivate, retain and attract
those highly competent individuals upon whose judgment, initiative, leadership
and continued efforts the success of the Company in large measure depends. In
June 2000, the Board of Directors of the Company adopted an amendment to the
Plan to increase the authorized number of shares available for option grants
pursuant to the Plan from 850,000 to 1,600,000 and to increase the number of
annual option grants to directors from 2,000 to 2,500 (the "Plan Amendment").
The Board of Directors is requesting and recommends to the stockholders
ratification and approval of the Plan Amendment so that an adequate supply of
authorized unissued shares of Common Stock will be reserved for issuance for
option grants in order to ensure the attraction of new and retention of
existing executive personnel, key employees, directors, consultants and
advisors and to provide additional incentive by permitting such individuals to
participate in the ownership of the Company.
The following summary of the Plan, including the Plan Amendment, is
qualified in its entirety by the specific language of the Plan, a copy of
which is available from the Company upon request. The Plan was adopted by the
Board of Directors in June 1994 and ratified by the Company's stockholders in
August 1994, amended by the Board of Directors in May 1995 which amendment was
ratified by the Company's stockholders in August 1995, and again amended by
the Board of Directors in May 1997 which amendment was ratified by the
Company's stockholders in August 1997.
6
<PAGE>
Options
The Plan provides for the grant of incentive stock options intended to
qualify as such under Section 422 of the Internal Revenue Code of 1986, as
amended ("incentive options"), and non-qualified stock options which do not so
qualify ("non-qualified options") to officers, directors, employees,
consultants and advisors of the Company. The Plan, which expires in June 2004,
is administered by the Board of Directors or the Stock Option Committee of the
Board of Directors, provided, however, that with respect to "officers" and
"directors," as such terms are defined for the purposes of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 ("Rule 16b-3"), such
Stock Option Committee shall consist of "non-employee" directors as defined in
Rule 16b-3, but only if at least two directors meet the criteria of "'non-
employee" directors as defined in Rule 16b-3. The purposes of the Plan are to
ensure the retention of existing executive personnel, key employees,
directors, consultants and advisors and to provide additional incentive by
permitting such individuals to participate in the ownership of the Company,
and the criteria to be utilized by the Board of Directors or Stock Option
Committee in granting options pursuant to the Plan will be consistent with
these purposes. The Plan provides for automatic grants of options to directors
in the manner set forth below under "Directors' Options."
Options granted under the Plan may be either incentive options or non-
qualified options. Incentive options granted under the Plan are exercisable
for a period of up to 10 years from the date of grant at an exercise price
which is not less than the fair market value of the Common Stock on the date
of the grant, except that the term of an incentive option granted under the
Plan to a stockholder owning more than 10% of the outstanding Common Stock may
not exceed five years and its exercise price may not be less than 110% of the
fair market value of the Common Stock on the date of the grant. To the extent
that the aggregate fair market value, as of the date of grant, of the shares
for which incentive options become exercisable for the first time by an
optionee during the calendar year exceeds $100,000, the portion of such option
which is in excess of the $100,000 limitation will be treated as a non-
qualified option. The aggregate number of shares of Common Stock that may be
subject to options granted to any person in a calendar year shall not exceed
100,000 shares of Common Stock. Options granted under the Plan to officers,
directors or employees of the Company may be exercised only while the optionee
is employed or retained by the Company or within 90 days of the date of
termination of the employment relationship or directorship. However, options
that are exercisable at the time of termination by reason of death or
permanent disability of the optionee may be exercised within 12 months of the
date of termination of the employment relationship or directorship. Upon the
exercise of an option, payment may be made by cash or, if provided in the
option agreement, in shares of the Company's Common Stock having a fair market
value equal to the exercise price of the options, or by any other means that
the Board of Directors or the Stock Option Committee determines. No option may
be granted under the Plan after June 2004.
Options may be granted only to such employees, officers and directors of,
and consultants and advisors to, the Company or any subsidiary of the Company
as the Board of Directors or the Stock Option Committee shall select from time
to time in its sole discretion, provided that only employees of the Company or
a subsidiary of the Company shall be eligible to receive incentive options.
The number of employees, officers and directors of the Company eligible to
receive grants under the Plan is approximately 135 persons. The number of
consultants and advisors to the Company eligible to receive grants under the
Plan is not determinable. An optionee may be granted more than one option
under the Plan. The Board of Directors or the Stock Option Committee will, in
its discretion, determine (subject to the terms of the Plan) who will be
granted options, the time or times at which options shall be granted, and the
number of shares subject to each option, whether the options are incentive
options or non-qualified options, and the manner in which options may be
exercised.
Directors' Options
The provisions of the Plan provide for the automatic grant of stock options
to purchase shares of Common Stock ("Director Options") to directors of the
Company. Future directors of the Company will be granted a Director Option to
purchase 3,000 shares of Common Stock on the date that such person is first
elected or appointed a director ("Initial Director Option"). In addition, on
the day immediately following the date of the annual meeting of stockholders,
each director is granted a Director Option to purchase 2,500 shares of Common
7
<PAGE>
Stock ("Automatic Grant"), other than directors who received an Initial
Director Option since the last Automatic Grant, on the day immediately
following the date of each annual meeting of shareholders, as long as such
director is a member of the Board of Directors. The exercise price for each
share subject to a Director Option is equal to the fair market value of the
Common Stock on the date of grant, except for directors who receive incentive
options and who own more than 10% of the outstanding Common Stock, in which
case the exercise price shall be not less than 110% of the fair market value
on the date of grant. Director Options are exercisable in four equal annual
installments and expire the earlier of 10 years after the date of grant or 90
days after the termination of the director's service on the Board of
Directors, except for directors who receive incentive options and who own more
than 10% of the outstanding Common Stock, in which case such options will
expire the earlier of 5 years after the date of grant or 90 days after the
termination of the director's service on the Board of Directors.
Proposed Amendment
The Board has approved an increase in (i) the number of shares of Common
Stock available for issuance under the Plan from 850,000 shares to 1,600,000
shares and (ii) the number of director options subject to Automatic Grant from
2,000 to 2,500 shares. The following table reflects, as of June 26, 2000, the
aggregate number of options granted prior to June 26, 2000, the number of
options exercised, the number of shares currently subject to outstanding
options and the number of shares available for issuance in connection with the
grant of future options to purchase shares under the Plan.
<TABLE>
<CAPTION>
Options Granted Shares Subject to Shares Available
(Net of Options Outstanding for Grant of Future
Forfeitures) Exercised Options Options
--------------- --------- ----------------- -------------------
<S> <C> <C> <C>
697,723 269,098 428,625 152,277
</TABLE>
Other than the increase in the Director Options, the proposed amendment
will not result in new benefits accruing to the named executive officers. In
addition, the number of shares underlying options that could be granted to the
named executive officers and other Company employees if this proposal is
approved is indeterminable at this time.
The affirmative vote of persons holding at least a majority of the
outstanding shares is required for approval of the amendment to the Plan.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
In May 1986, the Company entered into an employment 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 2000, aggregated
$221,536. 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 September 1999, the Company entered into an employment agreement with
Roderick G. Johnson. The agreement is for an initial term of three years and
is renewable for successive one-year terms thereafter, and provides for a
salary to be reviewed at least annually by the Board of Directors, as well as
benefits and bonuses as the Board of Directors may determine which, during
fiscal 2000, aggregated $71,645. The agreement provides for the payment of one
and one-half years of base salary as defined, as well as certain expenses,
bonuses and benefits in the event of termination without cause by the Company.
The agreement further provides for the
payment of three times base salary should certain actions occur as a result of
a change in control of the Company. The agreement includes confidentiality and
non-disclosure provisions and covenants not to compete for eighteen months
after termination of employment.
8
<PAGE>
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
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of a registered class of the Company's equity securities to file
with the SEC initial reports of ownership and reports of changes in ownership
of common stock and other equity securities of the Company. Based solely on
the Company's review of such forms furnished to the Company, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and greater than 10% beneficial owners were complied with,
except for a Form 4 for Irving Kupferberg reporting the exercise of options
which was filed two months late.
GENERAL
Grant Thornton LLP served as the Company's independent auditors for the
fiscal year ended February 29, 2000. 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 29,
2000 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 29, 2000, 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 28, 2001, for inclusion in the proxy
statement and form of proxy related to that meeting.
By Order of the Board of Directors
/s/ Gabriel Raviv
Gabriel Raviv, Ph.D.,
Chairman and Chief Executive Officer
Dated: June 29, 2000
9
<PAGE>
PROXY BIO-LOGIC SYSTEMS CORP. PROXY
One Bio-Logic Plaza
Mundelein, Illinois 60060
The Proxy is solicited on behalf of the Board of Directors
The undersigned stockholder of Bio-logic Systems Corp. a company organized under
the laws of the State of Delaware, hereby appoints Gil Raviv, Irving Kupferberg
and Roderick G. Johnson as Proxies, each with the power to appoint his
substitute and hereby authorizes them to represent and to vote, as designated on
the reverse side of this Proxy Card, all the shares of Common Stock of Bio-logic
Systems Corp. held of record by the undersigned on June 26, 2000 at the Annual
Meeting of Stockholders to be held on August 17, 2000, at 4:00 P.M. Central
Daylight Time or at any adjournment thereof.
(Continued, and to be signed and dated on reverse side)
SEE REVERSE
SIDE
<PAGE>
Bio-Logic
. Please Detach and Mail in the Envelope Provided .
<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
|
A [X] Please mark your |
votes as in this |
example. |________
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
1. To elect [ ] [ ] Nominees: Gil Raviv 2. To approve and ratify [ ] [ ] [ ]
Irving Kupferberg the amendment to the Company's
(Instructions: To withhold Roderick G. Johnson 1994 Stock Option Plan.
authority for any individual
nominee, write that nominee's
name on the line provided below.) 3. In their discretion, the proxies are
authorized to vote upon such other business
__________________________________ as may properly come before the meeting.
Check here for [ ]
address change
NEW ADDRESS______________________
_________________________________
_________________________________
_________________________________
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 ABOVE AND
FOR PROPOSAL 2.
Date sign and return the Proxy card promptly
using the enclosed envelope.
SIGNATURE(S)_______________________________ DATE_____________ _______________________________ DATE____________
Signature, If Held Jointly
NOTE: Where shares are held by joint tenants, both must 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.
__________________________________________________________________________________________________________________
</TABLE>
