SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
|X| Definitive Proxy Statement by Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to |_| Rule 240.14a-11(c) or
|_| Rule 240.14a-12
Innovex, 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
|_| $125 per Exchange Act Rule o-11(c)(1)(ii), 14a-6(i)(1) or Item
22(a)(2) of Schedule 14A
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions
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>
[LOGO] INNOVEX
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JANUARY 22, 1998
Notice is hereby given that the Annual Meeting of Shareholders of Innovex,
Inc. will be held at the Lutheran Brotherhood Building, Minneapolis, Minnesota
on Thursday, January 22, 1998 at 3:30 p.m., Central Standard Time, for the
following purposes:
1. To elect seven directors to hold office until the next Annual Meeting
of Shareholders or until their successors are elected.
2. To approve the selection of the Company's independent auditors for the
current fiscal year.
3. 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 December 12, 1997
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
By Order of the Board of Directors,
Mary E. Curtin,
SECRETARY TO THE BOARD
Hopkins, Minnesota
December 17, 1997
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY SO DESIRE. THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY.
<PAGE>
INNOVEX, INC.
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Innovex, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at the Annual Meeting of Shareholders to be
held on January 22, 1998. The cost of this solicitation will be borne by the
Company. In addition to the solicitation by mail, officers, directors and
employees of the Company may solicit proxies by telephone, telegraph or in
person. The Company may also request banks and brokers to solicit their
customers who have a beneficial interest in the Company's Common Stock
registered in the names of nominees and will reimburse such banks and brokers
for their reasonable out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by written notice
to the Secretary, by receipt of a proxy properly signed and dated subsequent to
an earlier proxy, or by revocation of a written proxy by request in person at
the Annual Meeting. If not so revoked, the shares represented by such proxy will
be voted.
The Company has outstanding only one class of stock, $.04 par value Common
Stock, of which 14,641,904 shares were issued and outstanding and entitled to
vote at the close of business of December 12, 1997. Each share of Common Stock
is entitled to one vote. Only shareholders of record at the close of business on
December 12, 1997 will be entitled to vote at the meeting. The presence in
person or by proxy of the holders of a majority of the shares of stock entitled
to vote at the Annual Meeting of Shareholders constitutes a quorum for the
transaction of business.
Under Minnesota law, each item of business properly presented at a meeting
of shareholders generally must be approved by the affirmative vote of the
holders of a majority of the voting power of the shares present, in person or by
proxy, and entitled to vote on that item of business. However, if the shares
present and entitled to vote on that item of business would not constitute a
quorum for the transaction of business at the meeting, then the item must be
approved by a majority of the voting power of the minimum number of shares that
would constitute a quorum. Votes cast by proxy or in person at the Annual
Meeting of Shareholders will determine whether or not a quorum is present.
Abstentions will be treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum but as unvoted for purposes of
determining the approval of the matter submitted to the shareholders for a vote.
If a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
The Company's corporate offices are located at 530 Eleventh Avenue South,
Hopkins, Minnesota 55343, and its telephone number is (612) 938-4155. The
mailing of this Proxy Statement to shareholders of the Company commenced on or
about December 17, 1997.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table includes information as of December 12, 1997 concerning
the beneficial ownership of Common Stock of the Company by (i) all persons who
are known to the Company to beneficially hold more than five percent of the
Common Stock of the Company, (ii) each of the directors of the Company, (iii)
each current executive officer named in the Summary Compensation Table on page
7, and (iv) all directors and officers of the Company as a group. Unless
otherwise indicated, all shares represent sole voting and investment power.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------------------- ----------------------- ---------
Thomas W. Haley(1)(2) 838,520(3) 5.7%
2421 Crowne Hill Road
Minnetonka, MN 55305
Navellier & Associates, Inc. 762,835 5.2%
1 East Liberty, 3rd Fl.
Reno, NV 89501
Gerald M. Bestler(1) 16,454(4) *
Mary E. Curtin(1)(2) 26,750(5)(6)(7) *
Willis K. Drake(1) 22,800(4) *
William J. Miller(1) 1,000(4) *
Michael C. Slagle(1) 27,381(4) *
Bernt M. Tessem(1) 21,350(4) *
Allan J. Chan(2) 12,600(4) *
Douglas W. Keller(2) 12,400(4)(8) *
William P. Murnane(2) 24,000(4)(7) *
All Directors and Officers
as a Group (11 persons) 1,021,255(4) 7.0%
- ------------------
*Less than 1%
(1) Serves as a director of the Company and has been nominated for election.
(2) Serves as an executive officer of the Company and appears in the Summary
Compensation Table on page 5 hereof.
(3) Excludes 26,750 shares beneficially owned by Ms. Curtin, Mr. Haley's
spouse.
(4) Includes the following number of shares which may be purchased pursuant to
the exercise of stock options within sixty days from the date hereof: Mr.
Bestler, 4,512 shares; Mr. Drake, 1,000 shares; Mr. Miller, 1,000 shares;
Mr. Slagle, 7,566 shares; Mr. Tessem, 1,000 shares; Mr. Chan, 12,000
shares; Mr. Keller, 2,400 shares; Mr. Murnane, 24,000 shares; and all
directors and officers as a group, 53,478 shares.
(5) Excludes 838,520 shares owned by Mr. Haley, Ms. Curtin's spouse.
(6) Includes 6,000 shares indirectly owned through a self-directed pension
plan.
(7) Ms. Curtin and Mr. Murnane are first cousins.
(8) Includes 1,400 shares held by Mr. Keller's spouse.
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company has a Board of Directors consisting of seven persons elected
annually to serve until the next annual meeting of stockholders or until their
successors are elected. The Board of Directors has nominated for election the
seven persons named below. Proxies cannot be voted for a greater number of
persons than the number of nominees named below. All of the nominees are
currently members of the Board of Directors and were elected by the
shareholders. It is intended that proxies solicited will be voted for such
nominees. The Board of Directors believes that each nominee named below will be
able to serve, but should any nominee be unable to serve as a director, the
persons named in the proxies have advised that they will vote for the election
of such substitute nominee as the Board of Directors may propose.
The names, ages and principal occupations of the nominees are set forth
below, based upon information furnished to the Company by the nominees.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE OTHER DIRECTORSHIPS SINCE
- ------------------------ ----------------------------------------------------------------------- ---------
<S> <C> <C>
Thomas W. Haley* (61) Chairman and Chief Executive Officer of the Company. 1972
Michael C. Slagle (62) Retired; former owner of Minnesota Benefit Planners, an 1972
insurance brokerage and consulting firm.
Bernt M. Tessem (67) Independent Sales Consultant since October 1992. 1976
Gerald M. Bestler (68) Retired; formerly Executive Vice President of BMC Industries 1988
Inc., an optical and electronic components manufacturer, and
President of the Precision Etched Products Group of BMC
Industries Inc. Mr. Bestler is also a Director of ANCOR
Communications.
Willis K. Drake (74) Retired; formerly President and Chief Executive Officer of Data 1988
Card Corporation, a manufacturing company. Mr. Drake is also a
director of Analysts International, Inc., Digi International, Inc. and
Telident, Inc.
Mary E. Curtin* (50) Executive Vice President, Corporate for the Company since April 1995
1997, Vice President and General Counsel for the Company from
January 1996 through April 1997. Prior to joining the Company,
Ms. Curtin practiced law for 23 years as an attorney with the
United States Department of Justice, the Board of Governors of
the Federal Reserve System, as a partner at Lindquist & Vennum
P.L.L.P., and as a partner at Curtin and Barnes in Minneapolis.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE OTHER DIRECTORSHIPS SINCE
- ------------------------ ----------------------------------------------------------------- ----------
<S> <C> <C>
William J. Miller (52) Chief Executive Officer, Director and Chairman of Avid 1995
Technology, a computer systems firm from April 1996 to present.
Chairman and Chief Executive Officer of Quantum Corporation
from August 1993 until October 1995. From March 1992 until
August 1993, Mr. Miller served as Chief Executive Officer of
Quantum Corporation. Prior to 1992, Mr. Miller served in various
executive capacities for Control Data Corporation and its
Imprimis Technology, Inc. subsidiary including Executive Vice
President, Control Data and President, Information Services
Group; Executive Vice President and Chief Financial Officer; and
President and Chief Executive Officer, Imprimis.
</TABLE>
- ------------------
*Mr. Haley and Ms. Curtin are spouses.
OTHER INFORMATION REGARDING THE BOARD
MEETINGS. The Board of Directors met four times during fiscal year 1997.
Each director attended more than 75% of the meetings of the Board of Directors
and any committee on which he or she served.
BOARD COMMITTEES. The Company has an Audit Committee, a Compensation
Committee and a Stock Option Committee, all established by the Board of
Directors and each of which consists of members of the Board of Directors. The
Audit Committee, which during the last fiscal year consisted of Messrs. Bestler,
Slagle and Drake, met one time during fiscal year 1997. The Audit Committee
recommends the selection of independent accountants and reviews the activities
and reports of the independent accountants, as well as the internal controls of
the Company. The Compensation Committee, which during the past fiscal year
consisted of Messrs. Haley, Bestler, Drake and Tessem, met one time during
fiscal year 1997. The Compensation Committee assists management in making
recommendations to the Board with respect to officers' and key employees'
salaries and bonuses. The Stock Option Committee, which during the past fiscal
year consisted of Messrs. Miller, Haley and Slagle, met one time during fiscal
year 1997. The Stock Option Committee makes recommendations to the Board with
respect to awarding stock options to the Company's key personnel. The Company
does not have a nominating committee.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending September 30, 1997,
1996 and 1995, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued for those years, to Thomas W. Haley, the
Company's Chief Executive Officer, and each of the other individuals who served
as executive officers of the Company during the fiscal year ending September 30,
1997 (together with Mr. Haley, the "Named Executives"), whose total cash
compensation exceeded $100,000 during fiscal year 1997 in all capacities in
which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------- -------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- -------------------------------------- ------ ---------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Thomas W. Haley 1997 $209,520 $150,000 -- $4,626
Chairman and Chief 1996 183,538 150,000 -- 4,345
Executive Officer 1995 178,500 150,000 -- 4,518
Allan J. Chan 1997 149,520 110,000 30,000 4,203
Vice President and 1996 126,167 110,000 -- 4,953
General Manager/ 1995 89,966 62,500 30,000 2,699
Precision Products
Mary E. Curtin 1997 164,712 50,000 -- 1,500
Executive Vice President 1996 109,038 50,000 -- --
1995 -- -- -- --
Douglas W. Keller 1997 84,637 45,000 12,000 4,150
Vice President, Finance 1996 74,847 40,000 -- 3,184
1995 64,453 40,000 10,000 3,134
William P. Murnane 1997 139,328 75,000 30,000 4,422
Vice President and 1996 133,077 45,000 -- 1,350
General Manager/ 1995 22,212 25,000 70,000 --
Litchfield Precision Components
</TABLE>
- ------------------
(1) These amounts represent Company matching contributions to the Company's
401(k) plan on behalf of such employees.
<PAGE>
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's stock option plans to the Named Executives during
fiscal year 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------- VALUE
AT ASSUMED ANNUAL
RATES
NUMBER % OF TOTAL OF STOCK PRICE
OF SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
- -------------------------- --------------- -------------- ----------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Haley ......... -- -- -- -- -- --
Allan J. Chan ............ 30,000 7.8% $ 10.2188 10-23-06 $192,795 $488,583
Mary E. Curtin ......... -- -- -- -- -- --
Douglas W. Keller ...... 12,000 3.1% 10.2188 10-23-06 77,118 195,433
William P. Murnane ...... 30,000 7.8% 10.2188 10-23-06 192,795 488,583
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the Named
Executives concerning the exercise of options during fiscal year 1997 and the
unexercised options held as of September 30, 1997:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END AT FISCAL YEAR-END(1)
----------------------------- ----------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ----------------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Haley ...... -- -- -- --
Allan J. Chan ...... 21,600 $480,397 6,000 51,000 $141,187 $1,170,872
Mary E. Curtin ...... -- -- -- -- --
Douglas W. Keller ... 17,600 432,603 -- 20,400 -- 474,661
William P. Murnane ... 10,000 251,512 18,000 72,000 457,222 1,727,786
</TABLE>
- ------------------
(1) Based on a per share price of $32.25, which was the closing sale price for
the Company's Common Stock on September 30, 1997, the last trading day of
the Company's fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Haley, the Chairman and Chief Executive Officer of the Company, served
on the Board of Directors' Stock Option Committee during fiscal year 1997. Mr.
Haley was not granted any stock options during fiscal year 1997.
<PAGE>
JOINT REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
The Compensation Committee of the Board of Directors consists of Mr. Haley,
the Chairman and Chief Executive Officer at the Company, and Messrs. Bestler,
Drake and Tessem, each of which is an independent outside Director. The
Compensation Committee meets as required and is responsible for setting the
salaries and levels of incentive awards for the officers and key personnel of
the Company. The Stock Option Committee of the Board of Directors consists of
Mr. Haley, the Chairman and Chief Executive Officer of the Company, and Messrs.
Miller and Slagle, each of which is an outside Director. The Stock Option
Committee meets as required and is responsible for awarding stock options based
compensation to the Company's key personnel.
COMPENSATION PHILOSOPHY. The Compensation and Stock Option Committees'
governing philosophy for determining compensation levels is designed to attract
and retain the highest quality personnel possible consistent with the Company's
resources and capabilities. Executive compensation is broken into the following
components:
1. BASE SALARIES. Base salaries for executive management and officers
of the Company are intended to be competitive with companies of similar
market capitalization and revenue levels. The base salaries are also
intended to recognize individual achievements and assist the Company in
attracting and retaining qualified executives.
2. BONUS PROGRAM. Cash bonuses are awarded annually as appropriate.
The bonus awards are based on both Company and divisional performance with
consideration given to the individual's contribution to the Company's
performance.
3. STOCK OPTIONS. Stock options encourage and reward effective
management that results in long-term corporate financial success, as
measured by stock price appreciation. Stock options only have value for the
executive officers if the price of the Company's stock appreciates in value
from the date the options are granted.
CHIEF EXECUTIVE OFFICER COMPENSATION. The salary and bonus of the Chief
Executive Officer is set by and subject to the discretion of the Compensation
Committee with Board of Director approval. The compensation for Thomas W. Haley,
the Chief Executive Officer, was determined by using a process and philosophy
similar to that used for all executives but Mr. Haley abstains from voting on
his own compensation.
SUBMITTED BY THE COMPENSATION AND STOCK OPTION COMMITTEES OF THE COMPANY'S
BOARD OF DIRECTORS:
Compensation Committee: Stock Option Committee:
Thomas W. Haley, Chairman William J. Miller, Chairman
Gerald M. Bestler Thomas W. Haley
Willis K. Drake Michael C. Slagle
Bernt M. Tessem
The preceding report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 (the "1933 Act") or the Securities
Exchange Act of 1934 (the "1934 Act"), except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under the 1933 Act or the 1934 Act.
<PAGE>
STOCK PERFORMANCE
The graph below sets forth a comparison of the cumulative shareholder
return of the Company's Common Stock over the last five fiscal years with the
cumulative total return over the same periods for the Nasdaq Stock Market (U.S.
and Foreign Companies) Index and the Nasdaq Non-Financial Index. The graph
compares the cumulative total return of the Company's Common Stock as of the end
of each of the Company's last five fiscal years on $100 invested as of September
30, 1992, assuming the reinvestment of all dividends and after giving effect to
a 3 for 2 stock split on May 31, 1995 and a 2 for 1 stock split on December 23,
1996:
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING SEPTEMBER 30
----------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Innovex, Inc. ............ $ 100.00 $ 283.28 $ 304.10 $ 985.19 $ 848.31 $2,950.65
Nasdaq Non-Financial ...... 100.00 130.20 129.47 180.45 210.68 282.93
Nasdaq Stock Market ...... 100.00 131.72 132.50 181.33 213.81 294.16
</TABLE>
DIRECTOR COMPENSATION
Directors who are not employees of the Company (currently all directors
except Mr. Haley and Ms. Curtin) are paid an annual cash retainer fee of $7,000,
$1,000 for each board of directors meeting attended and $500 for each board
committee meeting attended. In addition, each non-employee director receives an
automatic grant of options to purchase 1,000 shares of Common Stock at an
exercise price equal to the fair market value of such Common Stock on the date
on which such director is elected or re-elected.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Mr. Chan, Ms. Curtin, Mr. Keller
and Mr. Murnane. Those employment agreements provide, among other things, for
those individuals' employment to continue for a period of 90 days following, and
for a lump sum cash severance payment of from 3 to 6 months' salary in the event
of, involuntary termination other than for cause, termination of the Company's
operations due to bankruptcy or insolvency, total disability of the employee, a
change in control of the Company or constructive termination of the employee. In
general, a "change in control" would occur when there has been any change in the
controlling persons reported in the Company's
<PAGE>
proxy statements, when 20% or more of the Company's outstanding voting stock is
acquired by any person, when current members of the Board of Directors or their
successors elected or nominated by such members cease to constitute a majority
of the Board of Directors, when the Company merges or consolidates with or sells
substantially all its assets to any person or entity, or when the Company's
stockholders vote to liquidate or dissolve the Company. However, a "change in
control" would not occur if any of these events are authorized, approved or
recommended by the Board of Directors. The employment agreement also prohibits
disclosure of confidential information concerning the Company and requires
disclosure of and assignment of inventions, discoveries and other works relating
to those individuals' employment. The employment agreement contains a covenant
not to compete with the Company at any time during employment with the Company
and for a period of 6 months after employment is terminated. If a change in
control had occurred as of the end of fiscal 1997, the following individuals
would have received the approximate payment indicated pursuant to the employment
agreements: Mr. Chan, $75,000; Ms. Curtin, $82,500; Mr. Keller, $21,250; Mr.
Murnane, $70,000; and all current executive officers as a group, $323,750.
CERTAIN TRANSACTIONS
The Company purchased life, disability, and dental insurance for its
employees through Minnesota Benefit Planners, an insurance brokerage and
consulting firm which, until its sale effective March 31, 1997, was owned by
Michael C. Slagle, a director of the Company. The Company provides medical
benefits on a self-insurance basis for its employees and procures administrative
services and excess individual and aggregate stop loss insurance for this
program through Minnesota Benefit Planners. The Company paid approximately
$397,000 in gross insurance premiums and administrative fees in fiscal year 1997
through March 31, 1997 for such coverage. Mr. Slagle earned approximately
$23,000 in commissions during fiscal year 1997 on these services.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. The
insiders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file, including
Forms 3, 4, and 5.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1997, all
Section 16(a) filing requirements applicable to its insiders were complied with,
with the exception of an untimely Form 4 subsequently filed by Bernt M. Tessem,
a director of the Company.
<PAGE>
APPROVAL OF INDEPENDENT AUDITORS
(PROPOSAL 2)
Grant Thornton LLP has been reappointed by the Board of Directors as the
Company's auditors for the current year. Although shareholder approval is not
required, it is the policy of the Board of Directors to request shareholder
ratification of the appointment or reappointment of auditors.
A representative of Grant Thornton LLP will be present at the Annual
Meeting of Shareholders, will have an opportunity to make a statement and will
be available to respond to appropriate questions. The Board of Directors
recommends that the shareholders vote "for" the proposal to approve the
reappointment of Grant Thornton LLP, and the endorsed proxy will be so voted
unless a contrary vote is indicated. In the event the reappointment of Grant
Thornton LLP should not be approved by the shareholders, the Board of Directors
will make another appointment to be effective at the earliest possible time.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" REAPPOINTMENT OF GRANT
THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of
a company, after notice to the company, to present proposals for shareholder
action in the company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for shareholder action and are
not properly omitted by company action in accordance with the proxy rules. The
Innovex, Inc. 1999 Annual Meeting of Shareholders is expected to be held on or
about January 22, 1999 and proxy materials in connection with that meeting are
expected to be mailed on or about December 18, 1998. Shareholder proposals
prepared in accordance with the proxy rules must be received by the Company on
or before August 16, 1998.
GENERAL
The Board of Directors of the Company knows of no matters other than the
foregoing to be brought before the meeting. However, the enclosed proxy gives
discretionary authority in the event that any additional matters should be
presented. The Annual Report of the Company for the past fiscal year is enclosed
herewith and contains the Company's financial statements for the fiscal year
ended September 30, 1997. A copy of Form 10-K, the annual report filed by the
Company with the Securities and Exchange Commission, will be furnished without
charge to any shareholder who requests it in writing from the Company at the
address noted on the first page of this Proxy Statement.
By Order of the Board of Directors,
Mary E. Curtin,
SECRETARY TO THE BOARD
<PAGE>
INNOVEX, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 22, 1998
The undersigned hereby appoints Thomas W. Haley and Michael C. Slagle, or either
of them, as proxies with full power of substitution to vote all shares of stock
of Innovex, Inc. of record in the name of the undersigned at the close of
business on December 12, 1997, at the Annual Meeting of Shareholders to be held
in Minneapolis, Minnesota on January 22, 1998, or at any adjournment or
adjournments thereof, hereby revoking all former proxies.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary). vote for all nominees listed
below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
GERALD M. BESTLER, MARY E. CURTIN, WILLIS K. DRAKE, THOMAS W. HALEY,
WILLIAM J. MILLER, MICHAEL C. SLAGLE, AND BERNT M. TESSEM
2. PROPOSAL TO RATIFY APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(MUST BE SIGNED ON OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER
MATTERS COMING BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1) AND (2) IN
ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" SUCH PROPOSAL IF THERE IS NO
SPECIFICATION.
Dated: , 19
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(Signature)
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(Signature)
Please sign name(s) exactly as
shown at left. When signing as
executor, administrator, trustee
or guardian, give full title as
such; when shares have been
issued in names of two or more
persons, all should sign.
