<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:
[ ] 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 240.14a-11(c) or 240.14a-12
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] 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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(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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<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 at 1:00 p.m. on June 1, 1999 at
2801 Barranca Road, Irvine, CA 92606 for the election of one Class 2 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 April 5, 1999, 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
April 5, 1999
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 JUNE 1, 1999
INTRODUCTION
The Annual Meeting of Stockholders ("Annual Meeting") is called to elect
one person as a Class 2 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 May 10, 1999. A copy of the Annual Report for the
fiscal year ended September 30, 1998, 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 April 5, 1999, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the annual meeting.
As of January 24, 1999, 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 December 31, 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 Marvin P. Loeb 849,000(1) 7.8%
Stock
$.01 Par Value
Directors
and Executive
Officers -------------
Donald Baker 30,000(2) *
Bruce N. Barron 170,000(3) 1.6%
Richard F. Horowitz 30,000(2) *
Shane Traveller 5,000(2) *
Dean Crawford 44,210(2) *
Richard Demmer 26,400(2) *
Susan Gamble 17,000(2) *
All Directors and Executive
Officers as a Group (10 persons) 1,021,610(4) 9.7%
</TABLE>
- ---------------
(A) Each address above is "in care of" the Company.
(1) Includes 212,000 shares held by Mr. Loeb and his wife, 459,000 shares held
by members of his family and a trust for their benefit, and currently
exercisable options to purchase 178,000 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 stock options to purchase 20,000 shares and
150,000 shares of Common Stock owned by Mr. Barron's wife and three
daughters of which Mr. Barron disclaims beneficial ownership.
(4) Includes currently exercisable options to purchase 350,610 shares, which
includes the options referred to in notes 1 through 4 above. Does not
include 150,000 shares beneficially owned by Mr. Barron as such are also
included in the beneficial ownership of Mr. Loeb.
* Represents less than 1%.
2
<PAGE> 5
ITEM I
ELECTION OF DIRECTORS
At the Annual Meeting, one Class 2 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 1 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 2 Director
- ----------------------------
Donald Baker (1983) Director 69
Present Class 3 Directors
- -------------------------
Marvin P. Loeb (1978) Chairman of the Board, 72
President, Chief Executive
Officer and Director
Richard F. Horowitz (1983) Director 58
Present Class 1 Director
- ------------------------
Bruce N. Barron (1988) Director 44
</TABLE>
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 Chicago and American Bar Associations.
The other directors of the Company whose terms do not expire at the Annual
Meeting are:
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 of Cardiodyne,
Inc. (formerly Trioptic Laser, Inc., a 90% owned subsidiary of the Company)
since May 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. From April 1986 to
3
<PAGE> 6
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). From
1980 to October 1998, Mr. Loeb was a director of Contracap, Inc. (now Revenge
Marine, Inc., a publicly held designer and manufacturer of motor yachts and
boats). 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.
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
from September 1993 until April 1995 and a director since June 1994; a director
of Automedix Sciences (now COMC, Inc.) from 1984 until November 1996 and
Secretary/Treasurer from December 1987 until November 1996; Treasurer, Chief
Financial Officer and a director of Direct Therapeutics, Inc. (a privately owned
company developing therapeutics for the treatment of cancer) from June 1991
until December 1998; a director of Applied Starch Technologies (a privately
owned company developing starch based products) since January 1992; a 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.
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.
EXECUTIVE OFFICERS
The executive officers of the Company who are not also directors or
nominees for director are:
Shane H. Traveller has been Chief Financial Officer since November 1998.
Before joining the Company, he was CFO of Pyro Shield, Inc., an Irvine, CA based
manufacturer of aerospace products from 1996 - 1998 and CFO of Worldwide
Investment Network, Inc., an Irvine, CA based asset management company from
1994 - 1996. Mr. Traveler has a Bachelor of Science Degree in Accounting from
Brigham Young University and is a CPA.
4
<PAGE> 7
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.
BOARD OF DIRECTORS MEETING AND COMMITTEES
During the 1998 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 Audit and
Compensation Committee meeting during the fiscal 1998 year, one informal meeting
and several 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, 1998 and 1997 to all Executive officers of
Trimedyne who earned more than $100,000 in combined salary and bonus in fiscal
1998:
TABLE I
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION(1) SECURITIES
----------------- UNDERLYING ALL OTHER
NAME OF INDIVIDUAL SALARY BONUS OPTIONS COMPENSATION
AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)(2)
---------------------- ---- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Marvin P. Loeb 1998 196,013 200,000 4,075
Chairman of the Board, President and 1997 218,214 -- 12,898
Chief Executive Officer
L. Dean Crawford 1998 105,456 10,000 5,359
Sr. V.P. -- Research and Development 1997 95,741 -- 6,010
Richard A. Demmer 1998 90,451 6,544 60,000 7,285
V.P. of International Sales, Secretary 1997 85,757 25,982 -- 7,731
</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.
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
6
<PAGE> 9
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.
[GRAPH]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
TRIMEDYNE INC 100 62 62 66 41 14
NASDAQ 100 101 139 165 227 232
PEER GROUP 100 91 183 186 269 93
- ---------------
* 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 270,000 stock options granted to the executive officers during
the fiscal year ended September 30, 1998.
STOCK OPTIONS HELD AT END OF FISCAL YEAR
The following table provides information related to options exercised
during the 1998 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
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES 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 -- -- 178,000 82,000 -- --
L. Dean Crawford -- -- 44,210 28,800 -- --
Richard A. Demmer -- -- 26,400 68,100 -- --
</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 three
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, 1998 ($0.94 per share as reported by NASDAQ on
that date) by the respective number of shares and subtracting the option
price. No dollar value indicates that the market price at September 30, 1998
is lower than the exercise price.
TRANSACTIONS WITH MANAGEMENT
The following transactions occurred during fiscal 1998 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, 1998, the Company paid $55,000 to the above law firm. Mr. Barron, a
director, is also a consultant to the Company and was compensated at the rate of
$2,750 per month receiving a total of $33,000 in fiscal 1998.
9
<PAGE> 12
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has appointed McKennon, Wilson & Morgan LLP as independent
public accountants to examine the consolidated financial statements of the
Company for the current fiscal year. The selection of McKennon, Wilson & Morgan
LLP was approved by the Board of Directors prior to their appointment. McKennon,
Wilson & Morgan 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. There were no disagreements with the Company's
auditors on accounting and auditing matters during the two fiscal years ended
September 30, 1998.
A representative of McKennon, Wilson & Morgan LLP is expected to be present
at the Annual Meeting, 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 1999
ANNUAL MEETING OF STOCKHOLDERS
Proposals which stockholders intend to present at the Annual Meeting of
Stockholders to be held in 2000 must be received by the Company by December 31,
1999 to be eligible for inclusion in the proxy material for the 2000 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: Shane H. Traveller,
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, 1998, 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: April 5, 1999
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 -- JUNE 1, 1999
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 at 1:00 p.m. on June 1,
1999 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 April 5, 1999:
(PLEASE SIGN AND DATE THE PROXY ON THE REVERSE SIDE)
<PAGE> 14
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
1. ELECTION OF CLASS 1 DIRECTORS (THREE YEAR TERM)
FOR THE NOMINEE WITHHOLD AUTHORITY
listed at right except as to vote for the nominee
marked to the contrary listed at right:
[ ] [ ]
NOMINEE: Donald Baker
For, except vote withheld from the following nominee(s):
--------------------------------------------------------
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, AND ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.
This Proxy is revocable at any time, and the undersigned reserves 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 SHARES _________________
SIGNATURE* ____________________ SIGNATURE IF HELD JOINTLY* ________________
DATE ____________________, 1999
*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.
