<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TRIMEDYNE, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(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:
(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:
Notes:
<PAGE>
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 2:00 p.m. on June 5, 2000 at
2801 Barranca Road, Irvine, CA 92606 for the election of two Class 3 directors
of the Company to hold office for a three year period and until their
successors have been duly elected and qualified, to approve the increase of
the number of authorized shares of Common Stock from 15,000,000 to 30,000,000
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 6, 2000, 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 6, 2000
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>
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 5, 2000
INTRODUCTION
The Annual Meeting of Stockholders ("Annual Meeting") is called to elect
two persons as Class 3 directors of the Board of Directors of Trimedyne, Inc.
(the "Company") for a three year period, and to approve the increase of the
number of authorized shares of Common Stock from 15,000,000 to 30,000,000. 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 April 10, 2000. A copy of the Annual Report for
the fiscal year ended September 30, 1999, 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 6, 2000, as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the annual meeting.
As of January 24, 2000, the outstanding capital stock of the Company
consisted of 11,120,445 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>
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, 1999 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 Amount and Nature of Percent of Class
Title of Class of Beneficial Owner Beneficial Ownership Outstanding
-------------- ---------------------------------- -------------------- ----------------
<S> <C> <C> <C>
Major Shareholder
Common Stock $.01 Par Value...... Marvin P. Loeb 849,000(1) 7.6%
2801 Barranca Road
Irvine, CA 92604
Directors and Executive Officers
Donald Baker, Director 50,000(2) *
Bruce N. Barron, Director 220,000(3) 1.9%
Richard F. Horowitz, Director 70,000(2) *
Shane H. Traveller, Treasurer, CFO 9,000(2) *
L. Dean Crawford, Sr V.P, COO 44,610(2) *
Richard A. Demmer, VP--Sales 42,700(2) *
All Directors and Executive
Officers as a Group (7 persons).. 1,135,310(4) 10.1%
</TABLE>
- --------
(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 246,000 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 70,000 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 449,110 shares, which
includes the options referred to in notes 1 through 3 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>
ELECTION OF DIRECTORS
At the Annual Meeting, two Class 3 directors are to be elected to hold
office for a three year period and until their successors have 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 persons named in the table below as directors of the
Company, unless authority to do so is withheld. In the event that the below
listed nominees for directors 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 2 director (whose term does not expire at the Annual
Meeting) and the year he was first elected a director:
<TABLE>
<CAPTION>
Name and Year First
Elected Position Held Age
------------------- ------------- ---
<S> <C> <C>
Nominee for Class 3
Directors
Marvin P. Loeb (1978)... Chairman of the Board, President, Chief 73
Executive Officer and Director
Richard F. Horowitz
(1983)................. Director 59
Present Class 1 Director
Shane H. Traveller
(2000)................. Director, President, and Chief Operating Officer 33
Bruce N. Barron (1988).. Director 45
Present Class 2 Director
Donald Baker (1983)..... Director 70
</TABLE>
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 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 a director of Automedix Sciences, Inc.,
(now COMC, Inc., a publicly held company in the voice and data
telecommunications business). From 1980 to June 1999, 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.
3
<PAGE>
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 was a director of Automedix Sciences, Inc. (now COMC, Inc.)
from November 1988 until 1999 and he has been a director of Cardiomedics, Inc.
since 1992. Mr. Horowitz has been a practicing attorney in New York City for
the past 35 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.
The other directors of the Company whose terms do not expire at the Annual
Meeting are:
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 August 1999 he has been Chairman and CEO of Molecular Geriatrics
Corporation, a privately owned company developing pharmaceuticals to treat,
and a diagnostic to detect, Alzheimer's disease, having been President and CEO
from April 1995 to August 1999 and a 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 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.
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.
Shane H. Traveller was elected President and Chief Operating Officer of the
Company in February 2000. He was also elected a director of the Company. Mr.
Traveller served as CFO of the Company 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.
Traveller has a Bachelor of Science Degree in Accounting from Brigham Young
University and is a CPA.
4
<PAGE>
ITEM II
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED
CAPITAL BY 15,000,000 SHARES TO 30,000,000 SHARES OF COMMON STOCK
The Certificate of Incorporation currently authorizes us to have 15,000,000
shares of common stock. The Board of Directors has approved the resolution and
proposes to amend Article (IV) of our Certificate of Incorporation to increase
the authorized capital to 30,000,000 shares of common stock. The company is
pursuing an ongoing strategy to acquire technology and product lines, and to
continue to raise capital, as needed, and may require having additional shares
available to finance its growth plans. This proposal would not effect the
validity or status of any currently outstanding shares of common stock.
Of the 15,000,000 currently authorized shares of common stock, as of
September 30, 1999, we had 10,982,056 shares of common stock outstanding and
an additional 2,000,000 shares reserved under our stock option plans. The
additional shares of common stock for which authorization is set would be a
part of the existing class of common stock and, if and when issued, would have
the same rights and privileges as the shares of common stock presently
outstanding. No holder of common stock has any preemptive rights. We currently
have no plans for the issuance of any shares of common stock, except pursuant
to the exercise of stock options.
The Board of Directors believes that an increase in the number of shares of
authorized common stock would benefit us and our stockholders by giving us
needed flexibility in our corporate planning in responding to developments in
our business, including possible financing and acquisition transactions,
common stock splits or dividends and other general corporate purposes,
although currently we have no plans to implement any of such strategies.
Having such authorized shares available for issuance in the future would
provide us with greater flexibility and, if necessary allow common stock to be
issued in the future without the expense or delay of a special meeting. Unless
otherwise required by applicable law or regulation, the shares of common stock
to be authorized will be issued without further authorization by vote or
consent of the stockholders and on such terms and for such consideration as
may be determined by the Board of Directors.
The Board of Directors could use the additional shares of common stock to
discourage an attempt to change control of the company, even though a change
in control might be perceived as desirable by some stockholders. The common
stock to be authorized hereby will be available for such purposes. The ability
to issue additional shares of common stock also would allow the Board of
Directors to issue shares only to shareholders supportive of management's
position. This could provide management with the means to block a business
combination considered desirable by some shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT
(ITEM 2 ON THE ENCLOSED PROXY CARD) INCREASING THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE FROM 15,000,000 TO 30,000,000.
5
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company who are not also directors or
nominees for director are:
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.
BOARD OF DIRECTORS MEETING AND COMMITTEES
During the 1999 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 1999 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.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the executive compensation paid during the
fiscal years ended September 30, 1999 and 1998 to all Executive officers of
Trimedyne who earned more than $100,000 in combined salary and bonus in fiscal
1999:
TABLE I
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Annual
Compensation(1) Securities
---------------- Underlying All Other
Name of Individual and Salary Bonus Options Compensation
Principal Position Year ($) ($) (#) ($)(2)
- ---------------------- ---- -------- ------------------- ------------
<S> <C> <C> <C> <C> <C>
Marvin P. Loeb................. 1999 209,435 14,788
Chairman of the Board,
President and 1998 196,013 200,000 4,075
Chief Executive Officer
L. Dean Crawford, Sr. ......... 1999 125,923 15,000 6,488
V.P.-Research and Development 1998 105,456 10,000 5,359
Richard A. Demmer.............. 1999 96,699 6,486 7,340
V.P. of International Sales,
Secretary 1998 90,451 6,544 60,000 7,285
</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.
7
<PAGE>
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 subjectivity 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
8
<PAGE>
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 appears here]
ANNUAL RETURN PERCENTAGE
<TABLE>
<CAPTION>
Years Ending
----------------------------------
Company Name/Index Sep 95 Sep 96 Sep 97 Sep 98 Sep 99
- ------------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Trimedyne Inc................................ 0.00 7.80 -37.69 -65.09 106.61
NASDAQ US Index.............................. 38.07 18.67 37.31 1.69 62.44
Peer Group................................... 99.80 1.70 44.72 -65.51 109.32
</TABLE>
INDEXED RETURNS
<TABLE>
<CAPTION>
Years Ending
-----------------------------------------
Base
Period
Company Name/Index Sep 94 Sep 95 Sep 96 Sep 97 Sep 98 Sep 99
- ------------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Trimedyne Inc......................... 100 100.00 107.80 67.18 23.45 48.45
NASDAQ US Index....................... 100 138.07 163.85 224.97 228.78 371.62
Peer Group............................ 100 199.80 203.19 294.05 101.41 212.27
</TABLE>
9
<PAGE>
Peer Group Companies
Coherent Inc
Laser Industries Ltd--Ord (Acq Feb '98)
Laserscope
Medstone International Inc
- --------
* 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.
10
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
There were 25,000 stock options granted to the executive officers during
the fiscal year ended September 30, 1999.
STOCK OPTIONS HELD AT END OF FISCAL YEAR
The following table provides information related to options exercised
during the 1999 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
at FY End (#)(1) at FY End ($)(2)
Shares Acquired Value ------------------------- ---------------------------------
On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable ($) Unexercisable ($)
--------------- ------------ ----------- ------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Marvin P. Loeb.......... -- -- 246,000 74,000 $108,240 $32,560
L. Dean Crawford........ 10,000 $13,438 44,610 33,400 19,628 8,096
Richard A. Demmer....... -- -- 42,700 51,800 18,788 22,792
</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, 1999 ($1.94 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,
1999 is lower than the exercise price.
TRANSACTIONS WITH MANAGEMENT
The following transactions occurred during fiscal 1999 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, 1999, the Company paid $56,000 to the above law firm. Mr. Barron, a
director, is also a consultant to the Company and was compensated at the rate
of $2,800 per month receiving a total of $33,600 in fiscal 1999.
11
<PAGE>
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, 1999.
A representative of McKennon, Wilson & Morgan LLP is expected to be present
at the Annual Meeting. The representative will have the opportunity to make a
statement if the representative desires to do so and will to be available to
respond to appropriate questions from stockholders.
STOCKHOLDERS PROPOSALS FOR 2000
ANNUAL MEETING OF STOCKHOLDERS
Proposals which stockholders intend to present at the Annual Meeting of
Stockholders to be held in 2001 must be received by the Company by December
31, 2000 to be eligible for inclusion in the proxy material for the 2001
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, 1999, 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 6, 2000
12
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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 5, 2000
The undersigned, as a Stockholder of TRIMEDYNE, INC. (the "Company"), hereby
appoints MARVIN P. LOEB and RICHARD F. HOROWITZ, 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 2:00 p.m. on
June 5, 2000 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
6, 2000:
(Please Sign and Date the Proxy on the Reverse Side)
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Please mark
your votes [X]
like this
<S> <C> <C> <C>
FOR WITHHOLD AUTHORITY
the nominee listed at to vote for the nominee
right except as marked listed at right:
to the contrary:
1. ELECTION OF CLASS 3 DIRECTORS [_] [_] 2. IN THE DISCRETION OF SUCH PROXIES UPON
(Three year term) ALL OTHER MATTERS WHICH MAY PROPERLY
NOMINEE: Marvin P. Loeb 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.
FOR WITHHOLD AUTHORITY
the nominee listed at to vote for the nominee THE BOARD OF DIRECTORS URGES THAT YOU FILL
right except as marked listed at right: IN, SIGN AND DATE THE PROXY AND RETURN IT
to the contrary: PROMPTLY BY MAIL IN THE ENCLOSED ENVELOPE.
NOMINEE: Richard F. Horowitz [_] [_] NO POSTAGE IS NECESSARY IF MAILED IN THE
UNITED STATES.
CORRECT ADDRESS IF NECESSARY
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 NOMINEES 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.
Signature* ____________________________________________________________________________ No. of Shares _____________________
Signature if held jointly* ____________________________________________________________ Date _________________________, 2000
*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.
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