<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
TRIMEDYNE, INC.
- --------------------------------------------------------------------------------
(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] Fee not 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:
----------------------------------------------------------------------
(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> 2
TRIMEDYNE, INC.
P.O. BOX 57001, 2801 BARRANCA RD.
IRVINE, CA 92619-7001
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN, that the Annual Meeting of the Stockholders of
Trimedyne, Inc. (the "Company") will be held on September 16, 1998 at 10:00 A.M.
at 2801 Barranca Road, Irvine, CA 92606 for the election of one Class 1 director
of the Company to hold office for a three year period and until his/her
successor has been duly elected and qualified and to transact such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business on August 10, 1998,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the annual meeting.
If you do not expect to be personally present at the meeting, but wish your
stock to be voted for the business to be transacted thereat, the Board of
Directors requests that you fill in, sign and date the enclosed proxy and
promptly return it by mail in the envelope provided.
BY ORDER OF THE BOARD OF DIRECTORS
MARVIN P. LOEB
Chairman
August 24, 1998
YOUR VOTE IS IMPORTANT
IF YOU CANNOT BE PRESENT, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES.
THANK YOU FOR ACTING PROMPTLY
<PAGE> 3
TRIMEDYNE, INC.
P.O. BOX 57001, 2801 BARRANCA RD.
IRVINE, CA 92619-7001
------------------------
PROXY STATEMENT
------------------------
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 16, 1998
INTRODUCTION
The Annual Meeting of Stockholders ("Annual Meeting") is called to elect
one person as a Class 1 director of the Board of Directors of Trimedyne, Inc.
(the "Company") for a three year period. The meeting, however, will be open for
the transaction of such other business as may properly come before the meeting
although, as of the date of this proxy statement, management does not know of
any other business that will come before the meeting. If any other matters do
come before the meeting, the persons named in the enclosed form of proxy are
expected to vote said proxy in accordance with their judgment on such matters.
This proxy statement and the accompanying proxy card are first being mailed
to stockholders on or about August 24, 1998. A copy of the Annual Report for the
fiscal year ended September 30, 1997, which includes audited financial
statements, is included herewith.
The solicitation of proxies in the accompanying form is made by, and on
behalf of, the Board of Directors, and no compensation will be paid therefor.
There will be no solicitation of proxies other than by mail or personal
solicitation by officers and employees of the Company. The Company will make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of proxy material to the beneficial owners of
shares held of record by such persons, and such persons will be reimbursed by
the Company for reasonable expenses incurred by them in connection therewith. A
stockholder executing the accompanying proxy has the power to revoke it at any
time prior to the exercise thereof by filing with the Secretary of the Company:
(i) a duly executed proxy bearing a later date; or (ii) a written instrument
revoking the proxy; or (iii) by attending the Annual Meeting and voting in
person.
VOTING SECURITIES
The Board of Directors has fixed the close of business on August 10, 1998,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the annual meeting.
As of August 1, 1998, the outstanding capital stock of the Company
consisted of 10,905,956 shares of Common Stock. Each share of Common Stock is
entitled to one vote in all matters.
The shares for which the accompanying proxy is solicited will be voted FOR
the proposals described herein, if no direction to the contrary is given,
provided that the proxy is executed and returned by the stockholder prior to the
annual meeting.
<PAGE> 4
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth the name of each beneficial owner of more
than five percent of the Company's Common Stock known to the Company, by each
director of the Company, by each named executive officer, and by all directors
and executive officers as a group, the number of shares beneficially owned by
such persons as of July 30, 1998 and the percent of the class so owned. Each
person named in the table has sole investment and sole voting power with respect
to the shares of Common Stock set forth opposite his name, except as otherwise
indicated. All shares are directly owned or are held for the stockholder in
street name, except as otherwise indicated.
<TABLE>
<CAPTION>
NAME AND ADDRESS(A) AMOUNT AND NATURE OF PERCENT OF CLASS
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
-------------- ------------------- -------------------- ----------------
<S> <C> <C> <C>
MAJOR SHAREHOLDER
Common Stock Marvin P. Loeb 633,000(1) 5.8%
$.01 Par Value
DIRECTORS AND EXECUTIVE OFFICERS
Donald Baker 20,000(2) *
Bruce N. Barron 40,000(2) *
Richard F. Horowitz 40,000(2) *
Charisse E. Chel 4,000(2) *
Dean Crawford 42,010(3) *
Richard Demmer 26,426(4) *
Susan Gamble 15,600(2) *
Hope Sherwood 19,600(2) *
All Directors and Executive
Officers as a Group (10 persons) 840,636(5) 7.7%
</TABLE>
- ---------------
(A) Each address above is "in care of" the Company.
(1) Includes 559,000 shares held by Mr. Loeb and his wife, 8,000 shares held by
his wife, and non-qualified currently exercisable options to purchase
66,000 shares. (See "EXECUTIVE COMPENSATION"). Mr. Loeb is also a director
and CEO of the Company.
(2) Consists solely of currently exercisable stock options.
(3) Includes currently exercisable options to purchase 41,810 shares.
(4) Includes currently exercisable options to purchase 19,300 shares.
(5) Includes currently exercisable options to purchase 266,310 shares, which
includes the options referred to in notes 1 through 4 above.
* Represents less than 1%.
2
<PAGE> 5
ITEM I
ELECTION OF DIRECTORS
At the Annual Meeting, one Class I director is to be elected to hold office
for a three year period and until his/her successor has been duly elected and
qualified. The Company's by-laws provide for a Board of Directors comprised of
seven directors, divided into three groups, each with terms of three years.
There are currently three vacancies on the Board of Directors.
The election of directors requires the affirmative vote of at least a
majority of shares present or represented at the Annual Meeting at which a
quorum (one-third of the outstanding shares) is present or represented. It is
the intention of the persons named in the accompanying proxy form to vote FOR
the election of the person named in the table below as a director of the
Company, unless authority to do so is withheld. In the event that the below
listed nominee for director should become unavailable for election for any
presently unforeseen reason, the persons named in the accompanying proxy form
have the right to use their discretion to vote for a substitute.
The following table sets forth the name and age of the current nominees and
of each Class 2 and Class 3 director (whose term does not expire at the Annual
Meeting) and the year he was first elected a director:
<TABLE>
<CAPTION>
NAME AND YEAR APPOINTED TO THE BOARD POSITION HELD AGE
------------------------------------ ------------- ---
<S> <C> <C>
Nominee for Class 1 Director
Bruce N. Barron (1988)........................ Director 43
Present Class 2 Director
Donald Baker (1983)........................... Director 69
Present Class 3 Directors
Marvin P. Loeb (1978)......................... Chairman of the Board, 71
President, Chief Executive
Officer and Director
Richard F. Horowitz (1983).................... Director 57
</TABLE>
Bruce N. Barron has been a director of the Company since August 1988 and
was also a director of the Company from May 1980 to March 1983. He also has been
a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.) since May 1992.
Since April 1995 he has been President and CEO of Molecular Geriatrics
Corporation, a privately owned company developing pharmaceuticals to treat and a
diagnostic to detect, Alzheimer's Disease, having been Chief Financial Officer
since September 1993 and a director since June 1994. He was Chief Financial
Officer and a director of Gynex Pharmaceuticals, Inc. (now BioTechnology General
Corporation), from May 1985 to August 1993 and Secretary from November 1985 to
July 1989. He was Vice President-Finance and a director of Contracap, Inc. from
April 1988 to June 1993, a director of Petrogen, Inc. from July 1990 to April
1992; President and Chief Executive Officer of Pharmos, Inc., a biotechnology
company, from July 1990 to October 1992, a director of Pharmos, Inc., from
August 1988 to October 1992, and from July 1985 to July 1986 (Vice President
Finance from July 1985 to July 1987); a director of Xtramedics, Inc. from
September 1988 to June 1994, Vice Chairman and Chief Executive Officer from
September 1989 to February 1994 and Vice President-Finance from September 1988
to September 1989; a director of Automedix Sciences (now COMC, Inc.) since 1984
and Secretary/Treasurer since December 1987; Treasurer, Chief Financial Officer
and a director of Direct Therapeutics, Inc. (a privately owned company
developing therapeutics for the treatment of cancer) since June 1991; a director
of Applied Starch Technologies (a privately owned company developing starch
based products) since January 1992; a
3
<PAGE> 6
director of Cardiomedics, Inc. since May 1986 and a director of Toll Coating
Services, a privately owned company providing specialty coating to various
industries since January 1995. He has served without compensation from time to
time since 1978 as a director, Secretary and/or Treasurer of Master Health
Services, Inc., and other privately owned companies some of which Marvin P.
Loeb, his father-in-law, has an interest. Members of Mr. Barron's family, but
not Mr. Barron, are beneficiaries of a trust established by Mr. Loeb. Mr. Barron
holds a B.S. degree in Accounting from the University of Illinois.
The other directors of the Company whose terms do not expire at the Annual
Meeting are:
Donald Baker has been a director of the Company since May 1983. He also has
been a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.) since August
1996. Mr. Baker recently retired after 39 years as a partner of the law firm of
Baker & McKenzie. He holds a J.D.S. degree from the University of Chicago Law
School. Mr. Baker is a Director of the Mid-America Committee on International
Business and Government Cooperation, Chicago, Automedix Sciences (now COMC,
Inc.), Santa Ana, CA and Cardiomedics, Inc., Santa Ana, CA. He is a member of
the Illinois, Chicago and American Bar Associations.
Marvin P. Loeb has been a director of the Company since 1980, Chairman of
the Board of the Company since March 1981, Chief Executive Officer of the
Company since April 1991 and he served as President of the Company from April
1991 until November 1992. He has been the Chairman of the Board for Cardiodyne,
Inc. (formerly Trioptic Laser, Inc.) since May 1992. He has been a Director of
Pharmos, Inc. (formerly Pharmatec, Inc.), a publicly-held company developing
pharmaceutical products, since December 1982 and Chairman from that date until
October 1992. Since May 1986, he has been Chairman and a director of
Cardiomedics, Inc., a privately held company which developed and is marketing a
circulatory assist device. Since November 1988, he has been Chairman of
Ultramedics, Inc., a privately held company whose principal interest is its
investment in Cardiomedics, Inc. Mr. Loeb was a Director of Gynex
Pharmaceuticals, Inc., (now BioTechnology General Corporation), a publicly-held
pharmaceutical manufacturer, from April 1986 until August 1993, and was its
Chairman from April 1986 to August 1992. From April 1986 to June 1994, he was
Chairman and a Director of Xtramedics, Inc. (now Athena Medical Corporation), a
publicly held company engaged in the development of a feminine hygiene product.
From December 1979, he was Chairman of Automedix Sciences, Inc., (now COMC,
Inc.), a publicly held company in the voice and data telecommunications
business, of which he continues to serve as a Director. Since 1980, Mr. Loeb has
been a director of Revenge Marine, Inc. (formerly Contracap, Inc., (Chairman
from 1988 to 1993), a publicly held designer and manufacturer of motor yachts
and boats. Mr. Loeb was Chairman from 1983 to April 1987 and Vice Chairman from
April 1987 to April 1992 of Petrogen, Inc., a privately held company which was
developing genetically engineered bacteria for oil and toxic waste cleanup and
is now inactive. Mr. Loeb has been President of Master Health Services, Inc., a
family held medical consulting firm, since 1973, and Marvin P. Loeb and Company,
a family held patent licensing firm, since 1983. Mr. Loeb is Mr. Barron's
father-in-law. Mr. Loeb holds an honorary Doctor of Science Degree from Pacific
States University and a Bachelor of Science Degree from the University of
Illinois.
Richard F. Horowitz has been a director of the Company since April 1983. He
also has been a director of Cardiodyne, Inc. (formerly Trioptic Laser, Inc.)
since May 1992. He has been a Director of Automedix Sciences, Inc. (now COMC,
Inc.) since November 1988 and of Cardiomedics, Inc. since 1992. Mr. Horowitz has
been a practicing attorney in New York City for the past 33 years. He has been a
member of the firm of Heller, Horowitz & Feit, P.C. (formerly Heller, Horowitz &
Feit) since January 1979. Heller, Horowitz & Feit, P.C. has been securities
counsel to the Company and to other entities with which Mr. Loeb is associated.
Mr. Horowitz is a graduate of Columbia College and Columbia Law School. He is a
member of the Association of the Bar of the City of New York and the New York
State Bar Association.
4
<PAGE> 7
EXECUTIVE OFFICERS
The executive officers of the Company who are not also directors or
nominees for director are:
Charisse E. Chel, has been Chief Financial Officer since September 1997 and
Treasurer since April 1997. She has been Corporate Controller since June 1996.
Before joining the Company, she was Vice President-Administration and Finance
and Controller for Coastcast Corporation. Ms. Chel has a Bachelor of Science
Degree in Business Administration from the University of Phoenix.
L. Dean Crawford, has been Senior Vice President-Research and Development
since April 1997. Mr. Crawford had been Vice President-Operations/Research &
Development since July 1995 and Vice President-Delivery Systems since May 1992.
Mr. Crawford has been with Trimedyne since February 1989. Before joining the
Company, he was a manufacturing engineer and R&D Section Manager for Baxter
Edwards Critical Care Division. Mr. Crawford has a Bachelors and Masters of
Engineering Degree in Mechanical Engineering from Brigham Young University.
Richard A. Demmer, has been Vice President of International Sales and
Corporate Secretary since 1990. Mr. Demmer had been Executive Vice President and
Secretary of the Company and President, Industrial Products Division
(Poly-Optical Products, Inc. and Laser Ionics, Inc.) since September 1987. He
had been Secretary-Treasurer of the Company from September 1987 through November
1988 and previously served in that capacity from September 1985 to December
1986. He had been Vice President and General Manager, Industrial Products
Division since September 1986. Prior to September 1986, Mr. Demmer was Vice
President and General Manager (since 1978) and a Director (since April 1985) of
the Company's subsidiary, Poly-Optical Products, Inc.
Susan H. Gamble, has been Vice President-Regulatory Affairs and Quality
Assurance since April 1997. Ms. Gamble has been with Trimedyne since May 1994 as
Director, Regulatory Affairs and Quality Assurance. Before joining the Company,
she was with Johnson & Johnson as Manager, Regulatory Affairs for Iolab
Corporation. Ms. Gamble holds a Bachelor of Science Degree in Biological
Sciences from the University of California at Irvine, and a Masters of Business
Administration from Pepperdine University.
Hope Sherwood, has been Vice President-Marketing since April 1997. Ms.
Sherwood had been Director of Marketing since April 1992. She has been with
Trimedyne since September 1987. Before joining the Company, she owned and
managed two agencies in New York. Ms. Sherwood holds a Bachelor of Arts Degree
in Spanish and English from the State University of New York at Albany.
BOARD OF DIRECTORS MEETING AND COMMITTEES
During the 1997 fiscal year, there were two meetings of the Board of
Directors. A number of actions, however, were taken by written unanimous consent
resolutions of the directors. In 1988, the Board of Directors created a standing
Audit Committee and a standing Compensation Committee, each of which currently
consists of Messrs. Baker, Barron and Horowitz. There was one formal committee
meeting during the fiscal 1997 year, and several informal meetings and
discussions were held at various times throughout the fiscal year and numerous
written consent resolutions were made by the Compensation Committee. The Board
does not have a standing Nominating Committee. No director was absent from more
than 33% of the Board meetings or meetings of the committee(s) of which he was a
member.
5
<PAGE> 8
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the executive compensation paid during the
fiscal years ended September 30, 1997, 1996 and 1995 to all Executive officers
of Trimedyne who earned more than $100,000 in combined salary and bonus in
fiscal 1997:
SUMMARY COMPENSATION
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the executive compensation paid during the
fiscal years ended September 30, 1997, 1996 and 1995 to all Executive officers
of Trimedyne who earned more than $100,000 in combined salary and bonus in
fiscal 1997:
TABLE I
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION AWARDS
---------------- ----------------------------- ALL OTHER
SALARY BONUS SECURITIES UNDERLYING OPTIONS COMPENSATION
NAME OF INDIVIDUAL AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)(2)
- ----------------------------------------- ---- ------- ------ ----------------------------- ------------
<S> <C> <C> <C> <C> <C>
Marvin P. Loeb 1997 218,214 -- -- 12,898
Chairman of the Board, President 1996 199,518 -- 60,000 12,487
and Chief Executive Officer 1995 189,858 -- -- 12,770
Peter T. Hyde 1997 189,808 -- -- 15,359
President and Chief 1996 175,268 -- 40,000 15,444
Operating Officer(5) 1995 172,200 -- -- 14,516
L. Dean Crawford 1997 95,741 -- -- 6,010
Sr. V.P.-Research and Development 1996 95,365 -- 20,000 5,869
1995 91,883 -- 70,500(3) 5,260
Richard A. Demmer 1997 85,757 25,982 -- 7,731
V.P. of International Sales, Secretary 1996 84,773 19,057 7,500 8,282
1995 80,581 13,029 54,000(4) 7,633
</TABLE>
- ---------------
(1) Amounts shown include cash and non-cash compensation earned and received by
executive officers.
(2) Amounts of Other Annual Compensation shown for officers include the cost of
(i) car allowances and expenses, and (ii) costs of 401(k) matching
contributions.
(3) Includes 58,500 shares of Common Stock repricing.
(4) Includes 50,000 shares of Common Stock repricing.
(5) Subsequent to fiscal 1997 year end, Mr. Hyde ceased being an Officer and
Director of the Company.
6
<PAGE> 9
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
CONCERNING COMPENSATION
The following report of the Compensation Committee is provided solely to
the shareholders of the Company pursuant to the requirements of Schedule 14A
promulgated under the Securities Exchange Act of 1934, and shall not be deemed
to be "filed" with the Securities and Exchange Commission for the purpose of
establishing statutory liability. This Report shall not be deemed to be
incorporated by reference in any document previously or subsequently filed with
the Securities and Exchange Commission that incorporates by reference all or any
portion of this Proxy Statement.
The Compensation Committee of the Board of Directors establishes the
general compensation policies of the Company, approves the compensation plans
and specific compensation levels for executive officers, and administers the
1997 Incentive and Non-Qualified Stock Option Plan as well as the Company's
other Stock Option Plans as they related to executive officers. The Compensation
Committee is composed of three independent, non-employee directors who have no
interlocking relationships as defined by the SEC.
The Compensation Committee believes that the compensation of the Chief
Executive Officer (CEO) should be heavily influenced by Company performance.
Therefore, although there is necessarily some subjectiveness in setting their
salaries, major elements of the compensation package are related to Company
performance. The Committee establishes their salaries by considering the
salaries of executives of comparably-sized companies and their performance
according to data obtained by the Committee from independent outside
information.
The Compensation Committee has adopted similar policies with respect to
compensation of other officers of the Company. Using salary survey data received
from outside sources, the Committee establishes base salaries that are within
the range of salaries for persons holding similarly responsible positions at
other companies. In addition, the Committee considers factors such as relative
company performance, the individual's past performance and future potential in
establishing the base salaries of executive officers.
As with the CEO, the number of options granted to the other officers is
determined by the subjective evaluation of the executive's ability to influence
the Company's long-term growth. All options are originally granted at the
current market price on the date of grant. Since the value of an option bears a
direct relationship to the Company's stock price, it is an effective incentive
for management to create value for stockholders. The Committee, therefore, views
stock options as an important component of its long-term, performance-based
compensation philosophy.
Donald Baker
Bruce N. Barron
Richard F. Horowitz
7
<PAGE> 10
PERFORMANCE GRAPH
The following graph shows a five year comparison of cumulative total
returns* for Trimedyne, Stock Market Index (U.S. companies) and a Peer Group**
Index.
<TABLE>
<CAPTION>
TMED NASDAQ PEER
<S> <C> <C> <C>
1992 100 100 100
1993 66 131 142
1994 41 132 130
1995 41 182 260
1996 44 216 264
1997 27 297 383
</TABLE>
- ---------------
* Total returns assumes reinvestment of dividends.
** The Peer Group includes Coherent Inc., Laser Industries, Ltd, Medstone
International, Inc., Surgical Laser Technology, Inc., and Laserscope, Inc.
Each company within the Peer Group was selected based on their similar
product lines and marketing areas.
IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE
PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
PERFORMANCE.
THE FOREGOING REPORT OF THE BOARD OF DIRECTORS REGARDING COMPENSATION AND
THE PERFORMANCE GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE
DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF
1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED UNLESS SPECIFICALLY
INCORPORATED.
8
<PAGE> 11
STOCK OPTION GRANTS IN LAST FISCAL YEAR
There were no stock options granted to the executive officers during the
fiscal year ended September 30, 1997.
STOCK OPTIONS HELD AT END OF FISCAL YEAR
The following table provides information related to options exercised
during the 1997 fiscal year and unexercised options held by the named executive
officers as of the end of such fiscal year.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY END(#)(1) AT FY END ($)(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marvin P. Loeb.............. -- -- 54,000 66,000 -- --
Peter T. Hyde............... -- -- 48,000 72,000 -- --
L. Dean Crawford............ -- -- 31,810 31,200 183 --
Richard A. Demmer........... -- -- 17,100 17,400 -- --
</TABLE>
- ---------------
(1) Non-Qualified Stock Options granted have a term of six years, and Incentive
Stock Options granted have a term of ten years. All Options are subject to
earlier termination, with options becoming exercisable over periods of two,
three, or four years for Non-Qualified Stock options and five years for
Incentive Stock Options from dates of grant. See footnote 1 to "Stock Option
Grants in Last Fiscal Year" above for additional information or general
terms which apply to all stock option awards made.
(2) Values were calculated by multiplying the closing market price of Trimedyne
Common Stock at September 30, 1997 ($2.68 per share as reported by NASDAQ on
that date) by the respective number of shares and subtracting the option
price. No dollar value represents the market price is lower than the
exercise price.
TRANSACTIONS WITH MANAGEMENT
The following transactions occurred during fiscal 1997 in which the present
directors, officers and key employees of the Company had a direct or indirect
material interest. The Company believes that the terms of the transactions
described below are as favorable as could have been obtained with unaffiliated
third parties.
Mr. Horowitz, a director of the Company, is a member of the firm of Heller,
Horowitz & Feit, P.C., securities counsel to the Company. Heller, Horowitz &
Feit, P.C. also represents other companies of which Mr. Loeb is a director,
officer and/or controlling stockholder. During the fiscal year ended September
30, 1997, the company paid $27,800 to the above law firm. Mr. Barron, a
director, is also a consultant to the Company and was compensated at the rate of
$2,800 per month receiving a total of $33,600 in fiscal 1997.
9
<PAGE> 12
INDEPENDENT PUBLIC ACCOUNTANT
The Company has appointed Price Waterhouse, LLP as independent public
accountants to examine the consolidated financial statements of the Company for
the current fiscal year. The selection of Price Waterhouse was approved by the
Board of Directors prior to their appointment. Price Waterhouse, LLP has advised
the Company that they do not have any material financial interests in, or any
connection (other than as independent accountants) with the Company.
A representative of Price Waterhouse is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if the
representative desires to do so and is expected to be available to respond to
appropriate questions from stockholders.
STOCKHOLDERS PROPOSALS FOR 1998
ANNUAL MEETING OF STOCKHOLDERS
Proposals which stockholders intend to present at the Annual Meeting of
Stockholders to be held in 1999 must be received by the Company by December 31,
1998 to be eligible for inclusion in the proxy material for the 1999 Annual
Meeting.
ANNUAL REPORT ON FORM 10-K
Upon sending a written request to Trimedyne, Inc., P.O. Box 57001, 2801
Barranca Road, Irvine, California 92619-7001, Attention: Charisse E. Chel,
stockholders may obtain, free of charge, a copy of the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1997, and any amendments
thereto, as filed with the Securities and Exchange Commission.
OTHER MATTERS
As of the date of this Proxy Statement, the only business which management
expects to be considered at the Annual Meeting is the election of directors.
However, if any other matters come before the Annual Meeting, the persons named
in the enclosed form of proxy are expected to vote the proxy in accordance with
their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS,
Marvin P. Loeb
Chairman of the Board
DATED: August 24, 1998
10
<PAGE> 13
TRIMEDYNE, INC.
P.O. Box 57001, 2801 Barranca Rd.
Irvine, CA 92619-7001
PROXY SOLICITED BY THE BOARD OF DIRECTORS
-----------------------------------------
Annual Meeting of Stockholders - September 16, 1998
The undersigned, as a Stockholder of TRIMEDYNE, INC. (the "Company"),
hereby appoints MARVIN P. LOEB and DONALD BAKER, or either of them, the true
and lawful proxies and attorneys in fact of the undersigned to attend the
Annual Meeting of the Stockholders of the Company to be held on September 16,
1998, at 10:00 a.m. at 2801 Barranca Road, Irvine, CA 92606, and any
adjournments thereof, and hereby authorizes them to vote, as designated below,
the number of shares which the undersigned would be entitled to vote, as fully
and with the same effect as the undersigned might do if personally present on
the following matters as set forth in the Proxy Statement and Notice dated
August, 1998:
(PLEASE SIGN AND DATE THE PROXY ON THE REVERSE SIDE)
SEE REVERSE SIDE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[X] PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
1. ELECTION OF CLASS 1 DIRECTOR (THREE YEAR TERM)
FOR the nominee listed at right WITHHOLD AUTHORITY to vote for
except as marked to the contrary: the nominee listed at right:
[ ] [ ]
NOMINEE: Bruce N. Barron
2. IN THE DISCRETION OF SUCH PROXIES UPON ALL OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING.
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 ELECTION OF THE NOMINEE IDENTIFIED ABOVE TO THE BOARD OF
DIRECTORS IN THE DISCRETION OF THE PROXIES NAMED, ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
This Proxy is revocable at any time, and the undersigned reserve the right
to attend the meeting and vote in person. The undersigned hereby revokes any
proxy heretofore given in respect of the shares of the Company.
THE BOARD OF DIRECTORS URGES THAT YOU FILL IN, SIGN AND DATE THE PROXY AND
RETURN IT PROMPTLY BY MAIL IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF
MAILED IN THE UNITED STATES.
CORRECT ADDRESS IF NECESSARY
No. of
SIGNATURE(S)______________________________ DATE____________, 1998 Shares______
NOTE: Please sign exactly as name(s) appear on your Stock Certificate. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If more than one name is shown, as in the case of
joint tenancy, each party must sign.
