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 ss. 240.14a-11(c) or ss. 240.14a-12
Rehabilicare Inc.
(Name of Registrant as Specified in its Charter)
[Insert Name]
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
REHABILICARE INC.
1811 OLD HIGHWAY 8
NEW BRIGHTON, MN 55112
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 1995
TO SHAREHOLDERS OF REHABILICARE INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
Rehabilicare Inc (the "Company") will be held on Thursday, November 16, 1995 at
the Crowne Plaza, 618 South Seventh Street, Minneapolis, MN 55403 at 10:00 a.m.,
central time, for the following purposes:
1. To elect a Board of six directors to serve for the ensuing year and
until their successors are elected;
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year ending June 30, 1996;
3. To consider and act upon any other matters that may properly come
before the meeting or any adjournment thereof.
Only holders of record of Rehabilicare common stock at the close of
business on September 13, 1995 will be entitled to receive notice of and to vote
at the meeting or any adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
BE PERSONALLY PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU LATER
DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.
BY ORDER OF THE BOARD OF DIRECTORS
William R. Hibbs
Secretary
Dated: October 10, 1995
REHABILICARE INC.
1811 OLD HIGHWAY 8
NEW BRIGHTON, MN 55112
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 1995
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy by the Board of Directors of Rehabilicare Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held on November
16, 1995 at 10:00 a.m., central standard time, at the Crowne Plaza, 618 South
Second Street, Minneapolis, MN 55403, and at any adjournment thereof, for the
purpose set forth in the Notice of Annual Meeting of Shareholders. Shares of the
Company's common stock, $.10 par value (the "Common Stock"), represented by
proxies in the form solicited will be voted in the manner directed by a
shareholder. If no direction is made, the proxy will be voted for the election
of the nominees for director named in this Proxy Statement and for the other
proposal discussed herein. Proxies may be revoked at any time before being
exercised by delivery to the Secretary of the Company of a written notice of
termination of the proxy's authority or a duly executed proxy bearing a later
date. This Proxy Statement and the form of proxy enclosed are being mailed to
shareholders commencing on or about October 10, 1995.
Only the holders of the Company's Common Stock whose names appear of record
on the Company's books at the close of business on September 13, 1995 will be
entitled to vote at the Annual Meeting. At the close of business on September
13, 1995 a total of 4,629,415 shares of Common Stock were outstanding, each
share being entitled to one vote.
Shares voted as abstentions on any matter (or a "withhold vote for" as to
directors) will be counted as shares that are present and entitled to vote for
the purposes of determining the presence of a quorum at the meeting and as
unvoted, although present and entitled to vote, for purposes of determining the
approval of each matter as to which the shareholder has abstained. If a broker
submits a proxy that indicated the broker does not have discretionary authority
as to certain shares to vote on one or more matters, those shares will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the meeting, but will not be considered
as present and entitled to vote with respect to such matters.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Proxies are being solicited primarily by mail, but, in addition,
officers and regular employees of the Company who will receive no extra
compensation for their services may solicit proxies by telephone, telecopy or in
person.
As far as the management of the Company is aware, no matters other than
those described in this Proxy Statement will be acted upon at the Annual
Meeting. In the event that other matters properly come before the Annual Meeting
calling for a vote of the shareholders, the persons named as proxies in the
enclosed form of proxy will vote in accordance with their best judgement on such
other matters.
A copy of the Company's Annual Report for the year ending June 30, 1995 is
being furnished to each shareholder with this Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 13, 1995, certain
information with respect to beneficial ownership of the Company's Common Stock
as to (i) each person or entity known by the Company to own beneficially more
than 5% of the Company's Common Stock; (ii) each director of the Company; (iii)
each executive officer of the Company named in the Summary Compensation Table;
and (iv) all executive officers and directors as a group. Except as indicated by
footnote, the persons named in the table below have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by
them.
Shares
Beneficially
Owned (1) Percent Owned
Heartland Advisors, Inc 505,000 10.9%
790 North Milwaukee Street
Milwaukee, WI 53202
Anthony Gette and 392,002 (2) 8.4%
Mentor Corporation
5425 Hollister Ave
Santa Barbara, CA 93111
Robert K. Anderson 360,660 7.8%
c/o Valleylab, Inc.
5920 Longbow Drive
Boulder, CO 80391
First Bank System, Inc. 341,550 7.4%
601 Second Avenue South
Minneapolis, MN 55402
Robert E. Buuck 272,500 (3) 5.9%
Opus Center, Suite 421
9900 Bren Road East
Minneapolis, MN 55343
Robert C. Wingrove 195,219 4.1%
David B. Kaysen 108,167 2.3%
William R. Hibbs 81,499 1.8%
Donn O. Berkeland 18,000 *
All Directors and Officers
as a group (8 persons) 1,195,062 24.4%
* Less than 1%
(1) Includes for Mr. Gette, Mr. Anderson, Mr. Wingrove, Mr. Kaysen, Mr. Hibbs,
Mr. Berkeland and all directors and officers as a group, 12,500 shares,
12,500 shares, 78,000 shares, 98,000 shares, 12,500 shares, 18,000 shares
and 266,500 shares, respectively, which can be purchased by exercise of
options which become exercisable within 60 days.
(2) Includes 77,502 shares held by or available for purchase by exercise of
currently exercisable options held by Mr. Gette, President of Mentor
Corporation and 314,500 shares held by such corporation.
(3) Includes 187,500 shares held by the Buuck Family Partnership of which Mr.
Buuck is the trustee.
ELECTION OF DIRECTORS
The Board of Directors has determined that six directors shall be elected
for the coming year. Each director shall be elected at the Annual Meeting for a
term of one year and until his successor is elected and qualified. The Board of
Directors recommends that the shareholders elect the nominees named below as
Directors of the Company for the ensuing year. It is intended that the persons
named as proxies in the enclosed form of proxy will vote the proxies received by
them for the election as directors of the nominees named below, unless otherwise
directed. Each nominee has indicated a willingness to serve, but in case any
nominee is not a candidate at the meeting, for reasons not known to the Company,
the proxies named in the enclosed form of proxy may vote for a substitute
nominee at their discretion. Information regarding the nominees is set forth
below:
<TABLE>
<CAPTION>
Principal occupation and
Name Age Director since business experience for past five years
<S> <C> <C> <C>
Robert C. Wingrove 63 June 1972 Chairman of the Board of the Company since 1984;
Chief Technical Officer of the Company since 1990
Robert K. Anderson 59 December 1981 Chairman of Valleylab, Inc. (manufacturer of
surgical products) since 1970 and President,
Health Care Ventures Inc.
Anthony R. Gette 40 November 1987 President and Chief Operating Officer of Mentor
Corporation (manufacturer of implantable devices
and disposable products for hospital and home
health care) since April 1987
William R. Hibbs 52 August 1989 Partner with the Dorsey & Whitney law firm
(counsel to the Company) since 1974
David B. Kaysen 46 March 1992 President and Chief Executive Officer of
the Company since March 1992; from November
1990 to March 1992, Vice President of Emeritus
Corp. (a software manufacturer marketing to the
nursing home industry); from December 1989 to
November 1990, Vice President of Sales/Marketing
of Lectec/NDM (a manufacturer of disposable
monitoring and diagnostic electrodes); from April
1988 to December 1989, President and Chief Executive
Officer of Surgidyne, Inc. (a manufacturer of
surgical wound drainage products)
Donn O. Berkeland 37 June 1992 Founder, President and Chief Executive Officer of
Two Rivers Center, Inc. (an out-patient physical
therapy and sports medicine clinic located in Coon
Rapids, Minnesota) since 1981
</TABLE>
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON
STOCK REPRESENTED AT THE MEETING IS REQUIRED FOR THE ELECTION OF EACH DIRECTOR.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
MEETINGS OF THE BOARD AND CERTAIN COMMITTEES
During fiscal 1995, the Board of Directors maintained an Audit Committee,
comprised of Messrs. Gette and Hibbs, and a Compensation Committee, comprised of
Messrs. Gette and Anderson. Each of these committees met once during the fiscal
year. The Audit Committee reviews and makes recommendations to the Board of
Directors with respect to designated matters. The Compensation Committee
considers and makes recommendations with respect to compensation of officers of
the Company (including salaries and incentive compensation). There is no
standing nominating committee.
During fiscal year ended June 30, 1995, the Board of Directors held seven
meetings. Each incumbent Director attended at least 75% of all meetings of the
Board while he was serving on the Board and all meetings of any committee of the
Board on which he served.
EXECUTIVE OFFICERS
Name Age Position
Robert C. Wingrove 63 Chief Technical Officer
David B. Kaysen 46 Chief Executive Officer
Alan E. Fleischauer 42 Vice President - Sales and Marketing
W. Glen Winchell 48 Vice President - Finance and
Chief Financial Officer
See the biographical information on Messrs. Wingrove and Kaysen under
"Election of Directors."
Alan E. Fleischauer started with the Company as Vice President of Sales and
Marketing in January 1995. From January 1992 to March 1994, he was a Vice
President of M&I Capital Markets, the investment banking arm of Marshal and
Ilsley Bank Corporation. He was a Vice President of First Bank Systems from
January 1991 to November 1991. From January 1985 to January 1991, he held
various management positions as IDS/American Express, most recently as Vice
President of Institutional Trust.
W. Glen Winchell started with the Company as Vice President of Finance and
Chief Financial Officer in September 1993. From December 1990 to September 1993,
he was self-employed as a financial consultant and owner/operator of several
small retail businesses. From October 1988 to December 1990, he was Chairman and
Chief Executive Officer of Braxton Industries, Inc., a provider of waste
management and alternative fuel production services.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than ten percent
(10%) of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors and greater than ten percent (10%)
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Alan Fleischauer, the Company's new Vice President of Sales and Marketing,
filed late his initial report of beneficial ownership (which reported no
ownership of securities). In addition, certain of the Company's officers and
directors filed late their reports on Form 5 reporting receipt or exercise of
stock benefits under employee benefit plans, including for Mr. Gette the
exercise of one option and the expiration of one option, for Mr. Anderson the
exercise of one option and the expiration of one option, for Mr. Hibbs the
exercise of one option, for Mr. Kaysen the grant of an option and receipt of
shares under the employee stock purchase plan, for Mr. Winchell the grant of an
option and the receipt of shares under the employee stock purchase plan, and for
Mr. Wingrove the grant of an option. The Company believes that, except with
respect to the forgoing reports, its executive officers and directors complied
with all applicable Section 16(a) filing requirements during and with respect to
the fiscal year ended June 30, 1995.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation awarded to
or earned by the Chief Executive Officer of the Company and each executive
officer of the Company who earned salary and bonus in excess of $100,000 during
the fiscal year ended June 30, 1995.
SUMMARY COMPENSATION TABLE
Name and Long-Term All Other
Principal Annual Compensation Compensation Compen-
Position Year Salary Bonus Options sation(1)
David B. Kaysen 1995 $141,659 - 15,000 $420
Chief Executive 1994 121,950 $15,400 15,000 500
Officer 1993 113,070 47,220 - 250
Robert C. Wingrove 1995 $115,500 - 15,000 $524
Chief Technical 1994 110,500 $13,000 10,000 500
Officer 1993 104,440 36,892 - 500
(1) Represents, for both Mr. Kaysen and Mr. Wingrove, Company contributions to
a 401(k) plan.
The following table sets forth information relating to options granted
during the twelve months ended June 30, 1995 to the executive officers listed in
the Summary Compensation Table:
OPTION GRANTS IN FISCAL 1995
% of Total
Number Options
of Shares Granted to
Underlying Employees Exercise Expiration
Name Options in Fiscal Year Price Date
Mr. Kaysen 15,000 13.0% $1.875 8/10/99
Mr. Wingrove 15,000 13.0% $1.875 8/10/99
The following table summarizes the value of options held at the end of
fiscal 1994 by the executive officers named in the Summary Compensation Table.
Neither of the executive officers named in the Summary Compensation Table
exercised any options during fiscal 1995.
AGGREGATED OPTION EXERCISES IN FISCAL 1995 AND FISCAL YEAR-END OPTION VALUE
Number of Unexercised Value of Unexercised
Options at End of In-the-Money Options at End
Fiscal 1995 of Fiscal 1995(1)
Name Exercisable Unexercisable Exercisable Unexercisable
Mr. Kaysen 89,000 41,000 $85,250 $33,500
Mr. Wingrove 71,000 34,000 $55,250 $24,750
(1) Represents the difference between $2.625 (the last sale price at 6/30/95)
and the exercise price multiplied by the number of shares.
COMPENSATION OF DIRECTORS
Directors who are not also officers or employees of the Company are
entitled to receive an option to purchase 2,500 shares under the Company's 1988
Restated Stock Option Plan on July 1 of each year and are reimbursed for their
expenses in attending board meetings. The Company adopted a policy of paying
directors fees of $1,000 per quarter effective July 1, 1994.
LONG-TERM INCENTIVE PLAN AWARDS
Other than its 1988 Restated Stock Option Plan and 1993 Employee Stock
Purchase Plan, the Company does not maintain any long-term incentive plan.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed, upon recommendation of its Audit
Committee, Arthur Andersen LLP as its independent public accountants for the
fiscal year ending June 30, 1995 and recommends that shareholders ratify such
appointment. Arthur Andersen LLP has served as the Company's independent public
accountants since June 1992. Arthur Andersen LLP has no relationship with the
Company other than arising from its employment as independent public
accountants. Representatives of Arthur Andersen LLP are expected to be present
at the Annual Meeting, will have an opportunity to make a statement if they
desire to do so and will be available to respond to questions from shareholders.
The affirmative vote of a majority of the shares of the Company's Common Stock
represented at the Annual Meeting is required to ratify this appointment.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Any proposal by a shareholder to be presented at the next Annual Meeting
must be received at the Company's principal executive offices, 1811 Old Highway
8, New Brighton, Mn 55112, no later than June 28, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
William R. Hibbs
Secretary
Dated: October 10, 1995
REHABILICARE INC.
Proxy for the 1995 Annual Shareholders Meeting
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David B. Kaysen and W. Glen Winchell, and
each of them, with power to appoint a substitute, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
Rehabilicare Inc., to be held on November 16, 1995, and at all adjournments
thereof, as specified below on the matters referred to, and, in their
discretion, upon any other matters which may be brought before the meeting:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees (except [ ] WITHHOLD AUTHORITY
as marked to the contrary below) to vote for all nominees
To withhold authority for a specific nominee, place a line through his name
below:
Robert C. Wingrove, Robert K. Anderson, Anthony R. Gette,
William R. Hibbs, David B. Kaysen, Donn O. Berkeland
2. RATIFICATION OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO VOTE WITH DISCRETIONARY AUTHORITY ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted for all directors named in Item 1 and for proposal set forth in Item 2.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: __________________, 1995
_______________________________
Signature
_______________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
